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Gerald H. Fornwald

Shareholder
p (612) 604-6584   f (612) 604-6984 
Education
University of St. Thomas School of Law, J.D., cum laude, 2005
Creighton University College of Business, B.A., summa cum laude, 2001
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Experience
Gerald H. Fornwald is a shareholder in Winthrop & Weinstine’s commercial litigation department. Since joining the firm in 2005, Gerry has provided top-notch counseling, advice, and advocacy for his clients, ranging from family-owned start-ups to multi-national corporations. In that time, Gerry’s representation has spanned numerous industries, including manufacturing, healthcare, commercial and residential real estate, food service, and financial industries, just to name a few. He handles a wide array of commercial matters, including ownership disputes in closely-held companies, complex employment matters, misappropriation of trade secret claims, fiduciary duty issues, and various contract disputes. Gerry has been recognized for his success and dedication to client service by Minnesota Super Lawyers® since 2013.

Gerry places significant emphasis on combining efficiency with aggressive advocacy for his clients. He prides himself on finding the most cost-effective solutions for achieving his clients’ goals, and is particularly adept at advising clients regarding the costs and benefits of various options available to them. Gerry draws upon a strong business background, aided by a finance degree from Creighton University, where he graduated at the top of his class and was president of the Phi Beta Kappa honor society. Today, Gerry leverages these tools in his daily practice to develop creative and innovative dispute resolutions for his clients and to avoid unnecessary litigation costs. In those instances where negotiated resolution is not possible, Gerry is a formidable courtroom advocate, and has successfully tried numerous cases both in courts and arbitration.

Bar Admissions
Minnesota, 2005
U.S. District Court for the Western District of Michigan, 2014


Representative Matters

Closely Held Business Disputes
A significant portion of Gerry’s practice deals with ownership disputes involving closely-held companies. He has represented minority owners, 50/50 owners, controlling owners, and has even provided neutral representation to companies involved in such disputes.  Representations have spanned numerous industries, including construction, real estate, restaurants, manufacturing, and health care, and have included enforcement of the reasonable expectations of owners (including expectation of ongoing employment and voice in management), appointment of neutral appraisers, actions for court-sanctioned buy-outs, negotiation and enforcement of buy-sell agreements, enforcement of contractual and fiduciary obligations owed between owners, and enforcement of statutory protections under the Minnesota Business Corporation Act. Some specific examples of cases that Gerry has handled include the following:
  • Representation of a minority shareholder in the construction and waste removal industry in asserting breach of contract, breach of fiduciary duty, and various statutory claims, and ultimately obtained a favorable buy-out of the minority owner’s interest.
  • Representation of the minority owner of a local restaurant, asserting claims of fraud, breach of fiduciary duty, and violation of various provisions of the Minnesota Business Corporation Act, initially obtaining injunctive relief and ultimately negotiating a favorable buy-out of the minority owner’s interest in the restaurant.
  • Representation of a former employer in a lawsuit to enforce an employee’s non-compete agreement and to force a buy-out of the employee’s minority ownership interest in a joint venture between the employee and the employer.  The case was favorably settled in a manner that allowed the employer to achieve its goal of obtaining 100% ownership of the joint venture, as well as non-compete protection with respect to the former employee.
  • Representation of a 50/50 owner of a manufacturing company in asserting claims of freeze-out, breach of fiduciary duty, and breach of a buy-sell agreement, ultimately negotiating a favorable buy-out of the owner’s interest in the company as well as unpaid salary.
  • Neutral representation of a manufacturing company in a dispute between 50/50 owners, wherein the owners asserted various claims against each other and sought buy-out or dissolution of the company.

Employment Litigation
  • Representation of an employer in the health-care industry against multi-million-dollar whistleblower and breach of employment agreement claims alleged by a terminated medical professional, resulting in dismissal of all of employee’s claims on summary judgment, prior to trial.
  • First-chair trial defense of employer in manufacturing industry against claims of misappropriation of trade secrets associated with the hiring of an employee from a competitor.
  • Numerous representations of both employers enforcing non-compete and confidentiality agreements and employees and subsequent employers opposing enforcement of non-compete and confidentiality agreements in numerous industries, including health care, financial services, and manufacturing.

Real Estate Litigation
  • First-chair representation of prevailing party at trial to enforce easement and riparian (lake shore) access rights that had been improperly denied by the grantor of the easement.
  • Enforcement of numerous commercial leases on behalf of commercial property managers and commercial property owners in the Twin Cities and surrounding areas.  Actions include negotiating lease modifications, structuring favorable payment terms, and initiating unlawful detainer (eviction) actions, when necessary.
  • Representation of court-appointed receivers put in place to manage and maintain real estate.  Examples of representation include lease enforcement, preservation of property, unlawful detainer (eviction) actions, and the negotiation and litigation of other landlord-tenant issues.
  • Obtained summary judgment in favor of prominent local restaurant franchisor and guarantor in defending against breach of lease and corporate guarantee claims.  Further represented restaurant franchisor before the Minnesota Court of Appeals where victory on summary judgment was unanimously affirmed.

Non-Compete/Trade Secret Litigation
  • Representation of a closely held manufacturer and supplier of specialized electronic components in pursuing claims against an international company for breach of an exclusive requirements contract and breach of trade secret claims, ultimately resulting in a lucrative settlement for the closely held manufacturer.
  • Enforcement of non-compete provision of employment agreement on behalf of prominent client in the health care industry, resulting in negotiated period of non-competition and non-solicitation by employee.
  • Enforcement of exclusive requirements contract on behalf of manufacturer and supplier of dietary supplements resulting in a favorable settlement for the manufacturer.
  • First-chair trial defense of employer in manufacturing industry against claims of misappropriation of trade secrets and tortious interference with confidentiality agreement claims associated with the hiring of an employee from a competitor.
  • Representation of both employers enforcing non-compete and confidentiality agreements and employees opposing enforcement of non-compete and confidentiality agreements in numerous industries, including health care, financial services, and manufacturing.

Trust and Estate Litigation

  • First-chair representation of prevailing party at both trial and on appeal before the Minnesota Court of Appeals related to petition for determination of descent.  Proved that the will offered at trial was an inauthentic forgery, and that 50% of the deceased’s estate should pass to an heir against whom client had a sizeable judgment.  Continued to represent client before the Minnesota Court of Appeals, which affirmed the probate court’s decision, and established precedent regarding the standing of creditors of heirs to bring petitions for determination of descent—an issue that had remained unresolved in Minnesota for approximately 100 years (view Opinion here).
  • Obtained summary judgment defeating all claims of breach of contract and breach of fiduciary duty against insurance agent who sold high-value life insurance policies to a series of trusts established by the deceased.

Health Care

  • First-chair representation of multiple prominent clients in health care industry with respect to employment, ownership, contracts, HIPAA, and other privacy issues.
Community Involvement
  • Minnesota Bar Association
  • Co-chair of the “Barrister’s Breakfast” annual fundraising event for the Joyce dual immersion preschool in South Minneapolis.

Honors & Awards

  • "Under 40 Hot List," Benchmark Litigation, 2016
  • "Local Litigation Star," Benchmark Litigation, 2016-2017
  • "Future Star," Benchmark Litigation, 2015
  • Minnesota Super Lawyers®, 2013-2016
  • Minnesota Rising Stars, Super Lawyers®, 2012
  • 2005 Excellence in Employment Law Award, Minnesota Bar Association, Labor and Employment Law Section
  • Senior Editor, University of St. Thomas Law Journal
  • President, Phi Beta Kappa Honor Society

Articles
Case Profile. Thornton, Patrick. "Heir’s creditor can petition to start probate process." Minnesota Lawyer. 17 April, 2014.

Author. “Packing the Right Insurance for Commerce Abroad.” Risk Management Magazine June 2001.

Author. “Economic Considerations: An Affirmative Action Proposal.” 2 University of St. Thomas Law Journal 199 (Fall 2004).

Presentations
Speaker. "Hiring Employees with Non-Compete Agreements: Identifying Issues and Minimizing Risk." Winthrop & Weinstine Employment Seminar. 7 October 2014.

Press Releases
 
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