## Facts

- Sinuon Leiendecker served as executive director of Asian Women United of Minnesota (AWUM), a Minnesota nonprofit, from 1999 until her termination in February 2004.
- In November 2003, AWUM’s incumbent board (“old board”) passed a resolution to terminate Leiendecker, but continued to treat her as executive director for a period.
- Weeks later, without notifying the old board, Leiendecker assembled outside individuals to form a purported “new board,” which attempted to remove the old board members.
- In December 2003, the old board sent letters to state authorities alleging Leiendecker had engaged in serious financial mismanagement and questionable conduct.
- A first lawsuit was filed to determine corporate control and related declaratory/equitable relief, including which board was valid and whether Leiendecker’s termination was lawful.
- After a 2004 trial, the district court ruled the new board was not validly elected, the old board was the lawful AWUM board, and the old board’s termination of Leiendecker was valid.
- After that judgment, Leiendecker filed a second action against AWUM and certain old-board members asserting defamation and other tort and non-tort claims arising largely from the December 2003 communications and related conduct.
- The district court dismissed the second action, concluding (1) the tort claims were barred as compulsory counterclaims that should have been asserted in the first litigation, and (2) the non-tort claims were barred because they were “ripe” during the first litigation.

## Issues

1. Whether Leiendecker’s defamation and related tort claims were compulsory counterclaims in the earlier board-control litigation because they arose from the same transaction or occurrence.
2. Whether Leiendecker’s non-tort claims were barred on the theory that they were ripe during the earlier litigation and therefore required to be asserted there.

## Decision

- The Court of Appeals reversed the dismissal and remanded for further proceedings.
- The court held the tort claims were not barred by the compulsory counterclaim rule because they did not arise from the same transaction or occurrence as the earlier, narrowly framed governance dispute.
- The court held the district court erred by treating Leiendecker’s non-tort claims as categorically barred based on ripeness in the earlier action, given the limited scope of the prior litigation and the development of alleged harms.

## Legal Principles

- Under Minn. R. Civ. P. 13.01, a counterclaim is compulsory only if it arises out of the same transaction or occurrence as the opposing party’s claim; factual relatedness alone is insufficient when the later claims rest on distinct conduct and seek different relief.
- A declaratory/equitable action centered on corporate governance (board validity and authority to terminate an executive) does not necessarily place at issue personal tort liability based on separate communications or acts.
- Ripeness depends on concrete, sufficiently developed harm; the mere fact that events occurred before or during earlier litigation does not automatically require all resulting claims to be asserted in that earlier, limited action.

## Conclusion

The court concluded that a prior, limited corporate governance dispute over board legitimacy and termination did not compel litigating separate tort and related claims arising from distinct conduct, and it reversed the dismissal and remanded so those claims could proceed.


Leiendecker v. Asian Women United of Minn., 731 N.W.2d 836 (Minn. Ct. App. 2007)