Thomas J. Shroyer focuses his practice on complex civil litigation with an emphasis on business torts, professional liability, securities litigation and shareholder rights disputes.
Mr. Shroyer has earned significant recognition in the legal profession by successfully handling numerous multi-million dollar claims for local and national businesses. In fact, Mr. Shroyer's established reputation as a top trial attorney garnered his long-standing commendation as a "Super Lawyer," "Top 40 Business Litigator" and "Best Lawyer" in surveys of the legal community. Mr. Shroyer is highly respected by both clients and opposing counsel for his ability to anticipate problems and develop practical solutions with bottom-line success for clients. In addition to his reputation as an aggressive litigator, Mr. Shroyer uses his experience to actively advise business owners across the country on liability prevention tactics. Mr. Shroyer is the author of a treatise, numerous articles, and is frequently sought to speak as an engaging authority on business law.
Mr. Shroyer practices in all state and federal courts in Minnesota, and in courts throughout the United States. His national presence has been recognized by preferred organizations such as The Best Lawyers in America and Minnesota Super Lawyers.
You can follow changes in the law of accountants' professional liability at Mr. Shroyer's web site, www.accountantslaw.com.
Representative Cases:
Shareholder Rights:
Donald J. Rachel v. Vaughn Veit, et al., (Veit Companies) (Hennepin County District Court File No. MC 05-009895) - Defended corporations and LLCs on plaintiff's claims for shareholder oppression and breach of fiduciary duties; action successfully converted into derivative action.
William Beddor, et al. v. Michael Beddor, et al., (Japs-Olson Company) (Hennepin County District Court File No. CT 03-015235 and CT 03-13928) - Prosecuted plaintiffs' claims for control of $125 million printing company and repayment of $9 million in promissory notes; action consolidated with minority shareholder claim for relief under Minn. Stat. 302A.751.
Bruce W. Schulz v. Winslow Printing Company and Charles Winslow, (Hennepin County District Court File No. EM 96-008614) - Obtained court ordered buy-out of former shareholder at favorable price based on valuation of defendants' appraiser.
Professional Liability:
Western Security Bank and Glacier Bancorp, Inc. v. Eide Bailly LLP (Yellowstone County, Montana District Court File No. DV 07-1463) - Won defense jury verdict on a $6.5 million claim alleging that audited financial statements failed to detect the misappropriation of the bank's asset-based loan collateral by the borrower, and summary judgment dismissing claim by bank holding company that it relied on the same audits to acquire the bank following its due diligence review of the same asset-based loan.
Manion v. Boat Dealers' Association, Inc., 394 F. 3d 1062 (8th Cir. 2005) - Defense of attorney sued on conflict of interest claim following incorporation of a new business.
NorAm Investment Services, Inc. v. Stirtz, Bernards, Boyden, Surdel & Larter, P.A., 611 N.W.2d 372 (Minn. Ct. App. 2000) - Successfully defended multi-million dollar failed audit claim arising out of alleged international money laundering and stock market manipulation trading scheme.
House v. Kelbel, 105 F. Supp. 2d 1045 (D. Minn. 2000) - Obtained dismissal of $10 million accounting malpractice case for failure to comply with expert disclosure requirement of Minn. Stat. Sec. 544.42.
McCormick v.Brevig, 980 P.2d 603 (Mont. 1999) - Defense of accounting malpractice and breach of fiduciary duty claim arising out or CPA's alleged conflict of interest by representing multiple clients.
Hunt v. Foster, Waldeck, Lind & Gries, Ltd., 1998 WL 373276 (Minn. Ct. App. 1998) - Won defense of legal malpractice claim for alleged negligence in handling underlying trial and probate court.
Hagert v. Glickman, Lurie, Eiger & Co., 520 F. Supp. 128 (D. Minn. 1981) - Securities fraud and accounting negligence claim; established pleading requirements under Fed. R. Civ. P. 9(b) in Minnesota federal court. Intellectual Property:
J&B Wholesale Distrib., Inc. v. Redux Beverages LLC, et al., D. Minn. No. 07-4570) - Obtained injunction against sale and advertising of drink product, and related web domains, infringing on client's trademarks.
Rainforest Cafe, Inc. v. Amazon, Inc., 86 F. Supp. 2d 886 (D. Minn. 1999) - Restaurant decor and theme trade dress infringement claim.
Lund Indus., Inc. v. Westin, Inc., 764 F. Supp. 1342 (D. Minn. 1990) - Patent infringement and trade secrets theft claim. Securities and Class Actions:
In re Equisure, Inc. Sec. Litig. (D. Minn. No. 97-2259) - Defended accounting firm on securities fraud class action and won dismissal under Private Litigation Securities Reform Act of 1995.
Nielsen v. Professional Financial Management, Ltd., 682 F. Supp. 429 (D. Minn. 1987); In re Professional Financial Management, Ltd., 638 F. Supp. 1283 (D. Minn. 1988); In re Professional Financial Management, Ltd., 692 F. Supp. 1057 (D. Minn. 1988); In re Professional Financial Management, Ltd., 703 F. Supp. 1388 (D. Minn. 1989) - Lead defense counsel for complex securities fraud, fraud and accounting malpractice claims arising out of sale of abusive tax shelters.
Monson v. Century Mfg. Co., 739 F.2d 1293 (8th Cir. 1984) - Class action ERISA and common law fraud claim.
Burns v. Ersek, 587 F. Supp. 719 and 591 F. Supp. 837 (D. Minn. 1984) - Securities fraud class action; established exception to American Pipe tolling doctrine for statute of limitations in class actions.
Casserly v. Shearson Lehman Hutton, Inc. (D. Minn.; No. 4-90-125) - Represented plaintiffs in $25 million securities fraud class action for sale of wind farm by Control Data, Inc.
Schor v. Doherty, Rumble & Butler (D. Minn.) - Defended major Minnesota law firm on securities fraud and legal malpractice class action brought under fraud on the market theory.
Contract:
Old Northwest Agents Ltd. Partnership v. United HealthCare Group and Principal Life Ins. Co. (Hennepin County District Court File No. 03-002739) - Obtained lucrative, confidential settlement of claim for health insurance broker against insurance companies for breach of contract to pay renewal premiums.
Riverdale Partnership v. Homart Dev. Co., 1992 WL 333619 (Minn. Ct. App. 1992) - Successfully defended claim to impose equitable mortgage on sale of $10 million of commercial property on grounds of fraud. Insurance:
Fidelity and Guar. Ins. Co. v. Global Technologies, Ltd., 117 F. Supp. 2d 911 (D. Minn. 2000) - Reformation of insurance policy.
National Union Ins. Co. v. Holmes & Graven, 23 F. Supp. 2d 1057 (D. Minn. 1998) - Determined that failure to disclose known claim in insurance policy application voids coverage.
Air Freight Express, Inc. v. Peters, 1993 WL 121257 (Minn. Ct. App. 1993) - Defeated Miller v. Shugart settlement on grounds that terms were unreasonable and a sham.
U.S. Fire Ins. Co. v. Goodyear Tire & Rubber Co., 726 F. Supp. 740 (D. Minn. 1989) - Established that punitive damages are not insurable in Minnesota.
General:
Phalla Suon v. Khon Kong and United Cambodian Association of Minnesota, Inc. (Ramsey County District Court File No. 62-C7-06-000770) - Successfully defended this case through six days of trial, resulting in a jury verdict that completely rejected a claim of rape by a social services client against her case worker and his employer.
Interstate Power Sys., Inc. v. General Motors Corp. and Inland Truck Parts Co. (Hennepin County District Court File No. 05-1192) - Won dismissal of claim for tortious interference with distribution franchise agreement and sanctions for attorneys' fees against plaintiff.
In re Estate of Ann C. Dalbec, 2005 WL 1619867 (Minn. Ct. App.) - Successful defense of will contest and handwriting forgery claim. The Minnesota Court of Appeals commented that the credibility of the plaintiff's handwriting expert was "effectively undermined" by Mr. Shroyer (WL 1619867 at p.4).
Duncanson v. Board of Supervisors of Danville Township, 551 N.W.2d 248 (Minn. Ct. App. 1996) - Successfully defended zoning moratorium on development of concentrated hog finishing operation.
Johnson v. Town of May, 1995 WL 479670 (Minn. Ct. App. 1995) - Successful defense of municipal zoning and planning law.
Areas of Practice:
Business Litigation
Class Actions
Contracts
CPA Loss Prevention
Employment Matters
Intellectual Property
Professional Liability
Real Estate
Securities
Shareholder Litigation
Trusts and Probate
Certification/Specialties:
Certified Civil Trial Specialist, Minnesota State Bar Association (1988 - Present)
Bar Admissions:
Minnesota
U.S. District Court District of Minnesota
U.S. Bankruptcy Court Minnesota
U.S. Court of Appeals 8th Circuit
U.S. Tax Court
Education:
University of Minnesota Law School, Minneapolis, Minnesota,
1977 J.D. Honors: Cum Laude
Honors: National Moot Court Team, 1976, Second Place, Eighth Circuit Honors: American College of Trial Lawyers Medal for Excellence in Advocacy
University of Minnesota,
1974 B.A. Honors: Phi Beta Kappa
Published Works:
A (Very) Close Call for Minnesota Statute of Limitations, Footnote (Minnesota Society of Certified Public Accountants, Oct. 2006; Vol. 75, No. 7)
Responding to the Minnesota Board of Accountancy, Footnote (Minnesota Society of Certified Public Accountants; Vol. 75, No. 5, Aug. 2006)
Tax Practitioners Can Do Much to Avoid Malpractice Claims, Accounting Today (Vol. 10, No. 12) (July 8-28, 1996)
Managing a Tax Practice to Avoid Malpractice, Minnesota Society of CPAs Tax Conference (Oct. 31, 1995)
Legal Liability for Accountants, Minnesota Society of CPAs Coalition of Managing Partners (Oct. 26, 1995)
Badges of Fraud: The Barometers of Malpractice Claims, Minnesota Society of CPAs Financial Institutions Conference (Oct. 25, 1995)
Is Your Firm a Candidate for a Lawsuit?, The Practical Accountant (Dec. 1993)
Accountant Liability, J. Wiley & Sons, 1991
Defense Perspectives on Reliance v. Eisner & Lubin, Accountants Liability Review (Nov. 1989)
Accountants and the Dynamics of Duty, 14 William Mitchell Law Review 70, 1988
Representative Cases:
Western Security Bank and Glacier Bancorp, Inc. v. Eide Bailly LLP, File No. DV 07-1463
(Yellowstone County, Montana District Court)
Donald J. Rachel v. Vaughn Veit, et al., MC 05-009895
(Hennepin County District Court)
William Beddor, et al. v. Michael Beddor, et al., CT 03-015235 and CT 03-13928
(Hennepin County District Court)
Bruce W. Schulz v. Winslow Printing Company and Charles Winslow, Hennepin County District Court
(EM 96-008614)
Manion v. Boat Dealers' Association, Inc., 394 F. 3d 1062
(8th Cir. 2005)
NorAm Investment Services, Inc. v. Stirtz, Bernards, Boyden, Surdel & Larter, P.A., 611 N.W.2d 372
(Minn. Ct. App. 2000)
House v. Kelbel, 105 F. Supp. 2d 1045
(D. Minn. 2000)
Lecturer: "Loss Prevention for Small CPA Firms", Minnesota Society of CPAs (Aug. 13, 2007)
Lecturer: "How to Avoid Malpractice Claims", National Association of Certified Valuation Analysts (June 7, 2007; Washington, D.C.)
Panelist: "Advice from the Experts: Successful Strategies for Winning Commercial Cases in Federal Courts", Hennepin County Bar Association (Oct. 28, 2004)
Lecturer: "The Impact of Sarbanes-Oxley on CPAs: The Federalization of the Accounting Profession", Minnesota State Bar Association Continuing Legal Education (Oct. 7, 2002)
Course Chair and Lecturer: "Accountants Liability", Minnesota Institute of Legal Education (Aug. 1, 2002)
Lecturer: "Post-Enron Liability - Accountants", Minnesota Institute of Legal Education (July 25, 2002)
Lecturer: "Expert Witnesses - Use and Abuse of Accountants as Experts", Minnesota Institute of Legal Education (June 5, 2005)
Lecturer: "Calculating Damages for the Defense", Accountants' Defense Network (Sept. 28, 2000; New Orleans, LA)
Course Chair and Lecturer: "Representing the Growing Business - Accounting for Growth", Minnesota Institute of Legal Education (Jan. 28, 2000)
Course Chair and Lecturer: "Accounting and Legal Malpractice", Minnesota Institute of Legal Education (May 13, 1999)
Lecturer: "Malpractice Tax Traps for CPAs", MEGA Conference of Minnesota Society of Certified Public Accountants (May 10, 1999)
Honors and Awards:
Listed in "The Best Lawyers in America"
Listed in "Minnesota Super Lawyers"
Recognized as a "Top 40 Business Litigator"
Minnesota Society of Certified Public Accountants' "2007-2008 Friend of the Profession Award" - October 23, 2008
Recipient of John F. Kennedy High School Outstanding Alumnus Award - 1994
Professional Associations and Memberships:
American Bar Association
Member
Minnesota State Bar Association
Member
Wisconsin State Bar Association
Member
Hennepin County Bar Association
Member
Pro Bono Activities:
Director, The Fund for the Legal Aid Society (2009 - Present)
Trustee and Board Chair, Courage Center Foundation (2002 - 2008)
Member, Advocacy Committee of University of Minnesota Alumni Association (2003 - 2008)
