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Quin C. Seiler

Competing is a part of life. Winning is all about preparation, toughness, and agility.

Contact: P /612.604.6764E /[email protected]

Education

University of Minnesota Law School, J.D., magna cum laude, 2014

North Dakota State University, B.S., Economics & Criminal Justice, summa cum laude, 2011

Bar Admissions

Minnesota, 2014

My Approach

I grew up playing team sports, primarily soccer, and I strongly believe that litigation is, by definition, a team sport.  I join the team of each client and work with them to identify and clarify the problems, determine their goals, and then prepare, strategize, and build their case.  While I do everything I can to help my clients head off issues before they become full-blown lawsuits, sometimes litigation is necessary.  Regardless of the playing field and the legal issues, the rules are always the same—you can’t cut corners on preparation and you attack the issue from all angles.

My career at Winthrop has allowed me to participate in litigation involving a wide range of industries including contract disputes, real estate and construction, and working with financial institutions and other commercial enterprises related to business disputes.  One focus of my practice is on disputes between partners/members who own low income housing tax credit (LIHTC) properties.  I represent real estate developers, including for-profit and non-profit developers, in disputes that arise near the end of the tax credit year-15 Compliance Period.  These disputes primarily involve the limited partner’s exit from the partnership and the multitude of issues that can arise as a result, including, but not limited to: disputes over purchase options, call and put rights, and rights of first refusal; appraisal disputes; qualified contract disputes; refinance issues; fair market value disputes, and many others.  I advise my clients on their rights and obligations under their partnership agreement and applicable law to try and resolve conflicts on the front end.  When you choose to work with me, you will always know where you stand and I will guide you to an out-of-court resolution whenever possible.  However, when litigation is necessary, I aggressively defend my client’s interests and fight for a successful outcome.

Outside of work I am always active and on-the-go.  I was a Division 1 All-American soccer player while completing my bachelor’s degrees, and I am now a triathlete and have qualified for and competed at the USA Triathlon Age Group National Championships.  I also live on a lake and love to hang out in the water, water skiing, paddle boarding, and wake surfing.

Practice Areas

Practicing Year 15 LIHTC Disputes

Representative Matters

• Representation of Centennial Partners, an affiliate of Milwaukee, Wisconsin based real estate developer Wimmer Communities, in a Low Income Housing Tax Credit Year-15 Exit dispute involving a 97-unit affordable senior housing development in Oak Creek, Wisconsin, owned by Centennial, LLC.  The dispute centered around Centennial Partners’ effort to exercise and close on its option to purchase the limited members ownership interests in Centennial, LLC.  The limited members were ORC Tax Credit Fund 10, LLC and SCDC, LLC, both managed by and affiliated with Wentwood Capital Advisors, LP (“Wentwood”).  Through Wentwood, the limited members refused to sell their ownership interests in Centennial, LLC to Centennial Partners for fair market value and sought, instead, to recover a more than $1 million positive capital account balance in the form of a cash payment.  In December 2018, a Milwaukee County Circuit Court granted summary judgment to Centennial Partners, confirming that its exercise and pursuit of its purchase option was not a capital transaction, and therefore did now allow for consideration of a positive capital account when determining the fair market value of the limited members’ ownership interests in Centennial.  Following this decision, the case went to a jury trial on Centennial Partners’ claims of breach of contract and breach of the duty of good faith and fair dealing.  The jury was also asked to determine the fair market value of the limited member interests in Centennial, as well as Centennial Partners’ claim for damages.  On behalf of the the limited members, Wentwood sought a more than $1.7 million purchase price for the ownership interests, while Centennial Partners argued that $500,005.00 was the fair market value.  After a four-day jury trial and only 40 minutes of deliberations, the jury agreed with Centennial Partners and returned a favorable verdict.  The jury found that the limited members had breached the Operating Agreement and violated their duty of good faith and fair dealing owed to Centennial Partners.  As a result, the jury awarded Centennial Partners $470,000.00 in damages.  The jury also agreed with Centennial Partners that the fair market value of the limited member interests was $500,005.00, resulting in Centennial Partners only needing to pay $30,005.00 for the limited member interests.  The more than $1 million positive capital account balance remained with Centennial.
• Representation of Downtown Action to Save Housing (D.A.S.H.), a Seattle-based non-profit affordable housing developer in a Year-15 Low Income Housing Tax Credit (“LIHTC”) dispute with Investor Limited Partners involving three affordable housing communities, and three separate but nearly identical partnership agreements, each of which contained a detailed buyout option that would allow D.A.S.H. to purchase the entire ownership interests of three limited partners at the end of the 15-year Compliance Period.  When D.A.S.H. attempted to exercise its buyout options, the Investor Limited Partners (“Investment Partnerships”) refused, despite D.A.S.H. having met all of the requirements of the buyout options, including relying on the assessment of fair market value by an appraiser all parties had agreed upon.  According to the Investment Partnerships, they refused D.A.S.H.’s buyouts because they did not agree with the fair market valuation of their ownership interests in the three Partnerships.  The Federal Court ruled in D.A.S.H.’s favor after discovery on summary judgment, determining that the Investment Partnerships had breached the partnership agreements by failing to sell their ownership interests to D.A.S.H.  According to the Court, “[n]either the partnership agreements nor the buyout options entitled the Investment Partnerships to subjectively disagree with the appraised [fair market value] of their interests and then hold out for what they believed to be a more accurate price.”  The Court further ordered the Investment Partnerships to transfer their limited partner and special limited partner interests in each of the three Partnerships to D.A.S.H. for a collective $70,000.  A trial to resolve the damages caused to D.A.S.H. by the Investment Partnerships’ breaches of the partnership agreements is still pending.
• Representation of LIHTC developer in several year-15 lawsuits, in multiple states, involving four different LIHTC developments, which all involved the same limited partner investor.  Our client sought to exercise its call right contained in some of the partnership agreements and its right of first refusal contained in other partnership agreements.  As the cases neared trial, we were able to negotiate a successful settlement where our client acquired the limited partners’ interests for over $1 million dollars less than what was originally demanded by the limited partners.
• Represented LIHTC developer in litigation in Buffalo, New York.  Helped client secure a summary judgment decision which provides that the exercise of a general partner’s option to acquire a limited partner’s interests in a LIHTC partnership does not trigger a liquidation or dissolution of the partnership, and thus does not require consideration of positive capital account balances in the hypothetical sale used to determine the option price.

Practicing Business & Commercial Litigation

Representative Matters

• Representation of a financial institution sued in a class action for, among other things, charging overdraft fees on debit card transactions (referred to by the plaintiff’s class action bar as “APPSN” transactions).  We brought an early motion to dismiss the APPSN related claims, which was granted by the Court.
• Representation of a locally famous restaurant in a lease dispute, in which our client attempted to exercise its contractually agreed-upon lease extension for space owned by the landlord, but the landlord refused, and instead began publicly announcing its plans to develop new retail and a 5-story apartment complex at the site. We prevailed on summary judgment for our client, with the court finding the landlord in breach of contract. The court granted our motion for partial summary judgment, and ordered that our client’s lease be extended.
• Representation of Pioneer-Endicott, LLC, and others, in what began as a mechanic’s lien action filed against Pioneer-Endicott by a construction contractor, and ended with a favorable settlement for Winthrop’s client. The contractor made a cash payment and was required to provide mandatory repairs and remediation work related to several design defect and warranty based claims.
• Representation of St. Paul Leased Housing Associates VI, LLLP, a local partnership and affiliate of a large, national affordable housing developer, in a dispute with a local citizens community group regarding the City of Saint Paul’s granting of a conditional use permit to St. Paul Leased Housing Associates for its affordable senior housing project. On summary judgment, the Court dismissed all claims against St. Paul Leased Housing Associates and held that the City properly granted the conditional use permit.
• Representation of Commerce City Leased Housing Associates I, LLLP, a local partnership and affiliate of a large, national affordable housing developer, in a dispute with a metropolitan district regarding the parties’ obligations to sell/purchase water rights as provided in a recorded declaration. After five years, two summary judgment wins, and two decisions from the Colorado Court of Appeals we secured a very favorable settlement with a negligible cost burden on the client.
• Representation of an independent contracting company regarding commissions owed to Winthrop’s client pursuant to the terms of the parties’ contract. Obtained a favorable settlement which resulted in a lump sum payment which was three times greater than the amount offered to the client at the time of termination.
• Representation of Chase Real Estate, Inc. (“Chase”) in a real estate development dispute with an adjoining land owner concerning Chase’s proposed development of a high end, 172 unit, luxury apartment complex, with 8,000 square feet of retail space, on an undeveloped lot in Burnsville’s Heart of the City.  The undeveloped lot had originally been approved for development by the City of Burnsville in 2004 but had remained a vacant eye-sore until Chase, with the approval of the City of Burnsville, sought to purchase and develop the empty lot.  The disgruntled adjoining land owner sued Chase, along with the City of Burnsville and the owner of the undeveloped lot, in order to prevent Chase’s proposed development, and asserted a variety of claims, including claims for declaratory judgment, breach of contract, and violations of the City of Burnsville’s zoning requirements.  After extensive discovery, Chase, along with the City of Burnsville and owner of the undeveloped lot, prevailed on summary judgment with the Court dismissing all of the claims. Nicollet Plaza, LLC v. Chase Real Estate, Inc. et al., 19HA-CV-17-1764 (Dakota County). The landowner appealed to the Minnesota Court of Appeals, who affirmed the summary judgment decision on July 29, 2019. The landowner then petitioned the Minnesota Supreme Court. That petition was denied on October 15, 2019.  As a result, the development is back on track and Chase may proceed with the purchase and development of the vacant land with a high-end, luxury, four-story mixed-use apartment development.  This will finally complete the original vision for this key section of Burnsville’s Heart of the City. Nicollet Plaza, LLC, vs. Chase Real Estate, Inc. et al., Minnesota Court of Appeals A18-1864.
• Representation of a local business owner in a shareholder dispute concerning the ownership and operation of a Shopping Mall. Our client, along with other shareholders of the Mall, leased space in the Mall and operated individual businesses. Our client was the President of the Mall’s Board for more than a decade, but was then suddenly removed from his position and sued for alleged breaches of fiduciary duties, among other things, in an effort to strip him and his wife of their 28% ownership interests in the Mall. After extensive discovery, we obtained summary judgment for our client on all but one claim and our client’s counterclaims and third-party claims survived summary judgment. On the eve of trial, our client’s adversaries finally folded and we obtained a victory for our client, which included a substantial cash payment.
• Representation of a well-established, small Minnesota business who manufactures and sells patented devices and dominates the market with their novel products.  When a large, national competitor attempted to enter our client’s market with what was believed to be an inferior, non-infringing product they did so in conjunction with litigation initiatives and asserted, among other things, claims for false advertising under the Lanham Act.  In response, our client asserted a number of counterclaims, including their own assertions of false advertising under the Lanham Act.  After substantial discovery, which included depositions throughout the country, various market studies, product testing, and multiple expert reports and depositions on each side, the parties filed cross-motions for summary judgment and a variety of subsequent pre-trial motions, and other filings, in anticipation of a two-week jury trial.  The week before trial, as the federal court began announcing its decisions on the various motions pending at the time during oral argument sessions, it became apparent that our client would, for all intents and purposes, be the plaintiff at trial rather than the defendant.  Accordingly, the case was resolved on the eve of trial and our client was extremely pleased with the outcome.

Practicing Construction & Real Estate Litigation

Representative Matters

• Representation of a locally famous restaurant in a lease dispute, in which our client attempted to exercise its contractually agreed-upon lease extension for space owned by the landlord, but the landlord refused, and instead began publicly announcing its plans to develop new retail and a 5-story apartment complex at the site. We prevailed on summary judgment for our client, with the court finding the landlord in breach of contract. The court granted our motion for partial summary judgment, and ordered that our client’s lease be extended.
• Representation of Pioneer-Endicott, LLC, and others, in what began as a mechanic’s lien action filed against Pioneer-Endicott by a construction contractor, and ended with a favorable settlement for Winthrop’s client. The contractor made a cash payment and was required to provide mandatory repairs and remediation work related to several design defect and warranty based claims.
• Representation of St. Paul Leased Housing Associates VI, LLLP, a local partnership and affiliate of a large, national affordable housing developer, in a dispute with a local citizens community group regarding the City of Saint Paul’s granting of a conditional use permit to St. Paul Leased Housing Associates for its affordable senior housing project. On summary judgment, the Court dismissed all claims against St. Paul Leased Housing Associates and held that the City properly granted the conditional use permit.
• Representation of Commerce City Leased Housing Associates I, LLLP, a local partnership and affiliate of a large, national affordable housing developer, in a dispute with a metropolitan district regarding the parties’ obligations to sell/purchase water rights as provided in a recorded declaration. After five years, two summary judgment wins, and two decisions from the Colorado Court of Appeals we secured a very favorable settlement with a negligible cost burden on the client.
• Representation of Chase Real Estate, Inc. (“Chase”) in a real estate development dispute with an adjoining land owner concerning Chase’s proposed development of a high end, 172 unit, luxury apartment complex, with 8,000 square feet of retail space, on an undeveloped lot in Burnsville’s Heart of the City.  The undeveloped lot had originally been approved for development by the City of Burnsville in 2004 but had remained a vacant eye-sore until Chase, with the approval of the City of Burnsville, sought to purchase and develop the empty lot.  The disgruntled adjoining land owner sued Chase, along with the City of Burnsville and the owner of the undeveloped lot, in order to prevent Chase’s proposed development, and asserted a variety of claims, including claims for declaratory judgment, breach of contract, and violations of the City of Burnsville’s zoning requirements.  After extensive discovery, Chase, along with the City of Burnsville and owner of the undeveloped lot, prevailed on summary judgment with the Court dismissing all of the claims. Nicollet Plaza, LLC v. Chase Real Estate, Inc. et al., 19HA-CV-17-1764 (Dakota County). The landowner appealed to the Minnesota Court of Appeals, who affirmed the summary judgment decision on July 29, 2019. The landowner then petitioned the Minnesota Supreme Court. That petition was denied on October 15, 2019.  As a result, the development is back on track and Chase may proceed with the purchase and development of the vacant land with a high-end, luxury, four-story mixed-use apartment development.  This will finally complete the original vision for this key section of Burnsville’s Heart of the City. Nicollet Plaza, LLC, vs. Chase Real Estate, Inc. et al., Minnesota Court of Appeals A18-1864.
• Representation of Centennial Partners, an affiliate of Milwaukee, Wisconsin based real estate developer Wimmer Communities, in a Low Income Housing Tax Credit Year-15 Exit dispute involving a 97-unit affordable senior housing development in Oak Creek, Wisconsin, owned by Centennial, LLC.  The dispute centered around Centennial Partners’ effort to exercise and close on its option to purchase the limited members ownership interests in Centennial, LLC.  The limited members were ORC Tax Credit Fund 10, LLC and SCDC, LLC, both managed by and affiliated with Wentwood Capital Advisors, LP (“Wentwood”).  Through Wentwood, the limited members refused to sell their ownership interests in Centennial, LLC to Centennial Partners for fair market value and sought, instead, to recover a more than $1 million positive capital account balance in the form of a cash payment.  In December 2018, a Milwaukee County Circuit Court granted summary judgment to Centennial Partners, confirming that its exercise and pursuit of its purchase option was not a capital transaction, and therefore did now allow for consideration of a positive capital account when determining the fair market value of the limited members’ ownership interests in Centennial.  Following this decision, the case went to a jury trial on Centennial Partners’ claims of breach of contract and breach of the duty of good faith and fair dealing.  The jury was also asked to determine the fair market value of the limited member interests in Centennial, as well as Centennial Partners’ claim for damages.  On behalf of the the limited members, Wentwood sought a more than $1.7 million purchase price for the ownership interests, while Centennial Partners argued that $500,005.00 was the fair market value.  After a four-day jury trial and only 40 minutes of deliberations, the jury agreed with Centennial Partners and returned a favorable verdict.  The jury found that the limited members had breached the Operating Agreement and violated their duty of good faith and fair dealing owed to Centennial Partners.  As a result, the jury awarded Centennial Partners $470,000.00 in damages.  The jury also agreed with Centennial Partners that the fair market value of the limited member interests was $500,005.00, resulting in Centennial Partners only needing to pay $30,005.00 for the limited member interests.  The more than $1 million positive capital account balance remained with Centennial.

Practicing Shareholder Disputes

Representative Matters

• Representation of a local business owner in a shareholder dispute concerning the ownership and operation of a Shopping Mall. Our client, along with other shareholders of the Mall, leased space in the Mall and operated individual businesses. Our client was the President of the Mall’s Board for more than a decade, but was then suddenly removed from his position and sued for alleged breaches of fiduciary duties, among other things, in an effort to strip him and his wife of their 28% ownership interests in the Mall. After extensive discovery, we obtained summary judgment for our client on all but one claim and our client’s counterclaims and third-party claims survived summary judgment. On the eve of trial, our client’s adversaries finally folded and we obtained a victory for our client, which included a substantial cash payment.

Also experienced in

Financial Services Litigation

Honors & Awards

40 & Under

Benchmark Litigation, 2018-2022, 2024

Rising Stars

Minnesota Super Lawyers®, 2023-2024

Associations & Memberships

Minnesota Chapter of Women’s Affordable Housing Network

President and Founding Member