By Tom Crawford News Editor

A District Court judge on March 18 dismissed the last remaining legal case stemming from the Staples Historical Society's internal dispute over who constituted the board of directors.

Todd County District Judge Jay Carlson dismissed a lawsuit brought by the Lawrence Ulanowski law firm of Brainerd seeking payment for legal services provided for individuals who comprised a previous SHS board of directors. The defendants in the lawsuit were the new board of directors which won a court-supervised election held in April, 2008.

Judge Carlson dismissed the case, granting the defendant's motion for summary judgment. He said the court documents convinced the court that Ulanowski "provided legal services to one faction ... with the knowledge that the Society, as a corporation, was not a client."

Amy Hunter, president of the SHS board of directors, reacted to the news by saying, "It is truly great news that all the legal charges have been cleared. Now the Staples Historical Society can go forward with the restoration of the depot, reopen the museum and preserve the history of the Staples community.

"We owe a big thanks to Mary Stangle Hess and the rest of the legal committee for sticking with this and also to our pro bono legal team for their tremendous services."

Mary Stangle Hess served as volunteer legal affairs coordinator for the members who comprised the new board. It has been a long process, she said. "I am absolutely in awe of what we have done here. I am very proud of the people who stood by their convictions throughout this ordeal.

"It has been very difficult sometimes, but we stuck together and got through it. We will be forever grateful to our attorneys, David Prange and Rebecca Bernhard and their team from Oppenheimer Wolff and Donnelly LLP., who served as our counsel on a probono basis," she said. Hess dealt directly with the law firm from beginning to end of this lawsuit. "Now we can move forward."

Following the 2008 election and loss by individuals

from the three-person board of directors which hired him, Ulanowski filed suit seeking nearly $14,000 in fees provided to the first board. The lawsuit initially listed the Staples Historical Society board of directors as defendants, both as a group and as individuals.

The defendant board included Amy Hunter, Thomas Kajer, Joyce Mohler, Sara Gorton, Tom Crawford, Kevin Jenkins, Donna Miller and Harold Moffett.

Ulanowski's law firm represented his side in Todd County District Court proceedings. The SHS board was represented by David Prange and other attorneys and staff from the firm of Oppenheimer, Wolff and Donnelly, a Minneapolis law firm that provided its legal services 'pro bono' to the society. (Pro bono refers to professional services provided free of charge to charitable organizations or others)

Following a Dec. 23 hearing with both sides presenting their cases, Judge Carlson had 90 days to reach a decision. His March 18 decision stated that no genuine issues of material fact remain, that the defendant's motion for summary judgement was granted, and that plaintiff's claims were dismissed. Plaintiff's claim for attorney's fees was denied and all other relief sought by Ulanowski was also denied. The Brainerd attorney also sought up to $50,000 in damages in addition to actual costs.

The Ulanowski law firm was initially retained by a board of directors consisting of Bruce Drone as president, Douglas Fahnlander as secretary and Andrea Erlacher as director, on Sept. 7, 2007. That action came after other members of the historical society scheduled an organizational meeting for Sept. 23. This group at the time was desiring release of information and the filling of vacant board positions.

The dispute between the two groups- the threemember board versus various members - within the SHS then continued for the next eight months, during which Ulanowski's firm provided services and was paid more than $2,000 in Staples Historical Society funds, all actions approved by the three-person board.

In January, 2 0 0 8 , Ulanowski commenced a lawsuit for plaintiff's Drone, Fahnlander and Erlacher, "individually and (DBA) Staples Historical Society Board of Directors." That suit, which was against members of the Society, was settled in June, after the court supervised an election that saw the defendant board of directors win by two votes.

Shortly after that case was settled, Ulanowski requested the Society pay him $13,445 in attorney's fees. The current lawsuit followed, with the plaintiff increasing his amount requested as additional time was involved in this lawsuit.

In his complaint, Ulanowski charged the current board of directors with breach of contract, unjust enrichment, fraud and account stated, a legal term for establishing liability for a debt. Judge Carlson in a memorandum accompanying his court order, ruled that Ulanowski failed to provide sufficient legal evidence for any of these charges.

In his conclusion, the judge writes, "If plaintiff (Ulanowski) had the belief, in any conceivable construction, that he represented the Society as a distinct corporate entity, Plaintiff would have taken great care to unambiguously reflect such in any retainer or management agreement. Plaintiff would have also brought the Lawsuit against Members on the Society's behalf and used the society's corporate names as the Plaintiff. The court believes Plaintiff provided legal services to one faction involved in a corporate dispute and continued representation of individuals with the knowledge that the Society, as a corporation, was not a client."

"Plaintiff has failed to offer a sufficient factual basis to create genuine issues," Judge Carlson stated. 'The record reflects a complete lack of proof on at least one essential element of each of Plaintiff's claims, and the Society is entitled to summary judgment as a matter of law."

The writer of this article, as a member of the SHS board of directors, was a party in this lawsuit.