82-CV-21-3627

Filed in District Court

State of Minnesota
9/3/2021 10:32 AM

STATE OF MINNESOTA DISTRICT COURT

COUNTY OF WASHINGTON TENTH JUDICIAL DISTRICT

CASE TYPE: Contract

Independent School District No. 834,

Stillwater Area Public Schools Court File No.

Plaintiff, MEMORANDUM IN SUPPORT OF

MOTION FOR INJUNCTIVE RELIEF
Metropolitan Transportation Network, Inc.

Defendant.

INTRODUCTION

Metropolitan Transportation Network, Inc. (“Metropolitan”) has unilaterally

abandoned its contractual obligations to transport over 1,600 students to and from school.

Metropolitan informed Independent School District No. 834, Stillwater Area Public

Schools (“District”), of its intentions less than three business days before the District’s

prekindergarten and elementary school students are scheduled to report to school——some

for the very first time. In the absence of an injunction requiring Metropolitan to comply

with its contractual obligations, the District will have no way to provide reliable

transportation to approximately one third of the children who rely on it to get to and from

school. Accordingly, the District requests that the Court enjoin Metropolitan from

unceremoniously abandoning its responsibility toward the District and its students.
 82-CV-21-3627
Filed in District Court
State of Minnesota
9/3/2021 10:32 AM

EASE
The District is a public school district serving students across 18 communities.

See Declaration of Malinda Lansfeldt, Exhibit 1, p. 11. As of the start of the 2021-2022

school year, approximately 8,300 students are enrolled in the District. Lansfeldt Dec.,

1] 3.

In addition to providing transportation to its own students, the District also

provides transportation for students attending nonpublic schools, as required by

Minnesota law. Lansfeldt Dec, fl 5; see also Minn. Stat. § 123B.86. All told, the District

is scheduled to transport 5,126 children—including young elementary school children

and children With disabilities—to and from school each day during the 2021-2022 school

year. Lansfeldt Dec., 11 6. In order to meet those students’ transportation needs, the

District has identified 94 separate bus routes for the 2021-2022 school year. Id, 11
7.

Following the statutorily required competitive bidding process, the District entered

into a Student Transportation Agreement (“Agreement”) with Metropolitan on June 25,

2020. See, generally, Lansfeldt Dec., Ex. 1. Relevant to the District’s Motion, the

Agreement obligates Metropolitan to “provide student transportation services to students

identified by District. . .and provide such number of school buses and personnel as are

required to fulfill District’s needs for student transportation services...” as described in

the Agreement and its attachments. Id., page 1, 11 2(b). The Agreement also provides that

it cannot be modified, except “by mutual written agreement executed by the duly

authorized representatives of the parties.” Id, p. 6,11 8(k).

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Filed in District Court
State of Minnesota
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Metropolitan repeatedly failed to provide the quality and quantity of services

identified in the Agreement throughout the 2020-2021 school year, which resulted in

several complaints by parents of District students, District staff, and Metropolitan’s own

employees. Lansfeldt Dec., 1] 9; see also Lansfeldt Dec., Ex. 2. These concerns remained

unaddressed throughout the 2020-2021 school year, despite multiple conversations

between District administration, the District’s contracted Transportation Director, and

Metropolitan’s staff, including its President and CEO, Tashitaa Tufaa. Lansfeldt Dec., 1]

10. Accordingly, on April 21, 2021, Superintendent Malinda Lansfeldt sent Metropolitan

a Notice of Breach of the Student Transportation Agreement identifying eight different,

ongoing, violations of the Agreement and asking Metropolitan to schedule a meeting to

discuss the steps it intended to take to remedy its violations. Lansfeldt Dec., Ex. 2.

Metropolitan responded to the District by letter dated May 27, 2021. Lansfeldt

Dec., Ex. 3. In that letter, Metropolitan levied accusations against the District’s

contracted for Transportation Director and stated it was “not possible” to cure the past

deficiencies, except by being committed to ensure that they did not reoccur. Id, p. 3.

Nothing in the May 27 letter, or any other correspondence from Metropolitan identified

any concrete steps that Metropolitan had taken, or intended to take, to ensure that the

breaches did not reoccur. See id.

Despite Metropolitan’s vague assurances, Metropolitan continued to violate its

contractual obligations in the spring and early summer of 2021. See, e.g., Lansfeldt Dec.,

Ex. 4. Due to a growing concern for needs of the District’s students and other children

who rely on the District for transportation, the District sent Metropolitan a follow—up
 82-CV-21-3627
Filed in District Court
State of Minnesota
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breach notice on July 7, 2021. Id. In that notice, the District informed Metropolitan of

the ongoing contract violations, reserved its rights to terminate the Agreement if the
breaches continued, but expressed a willingness to work if Metropolitan. See id. The

District also proactively proposed amending the Agreement to address Metropolitan’s

ongoing violations. See id.

Metropolitan responded to the District on July 21, 2021. Lansfeldt Dec., Ex. 5.

As with Metropolitan’s previous response, the July 21 letter offered vague assurances

thatwdespite the evidence to the contrary—wMetropolitan had remedied its contract

violations and would ensure that they did not reoccur. See id. Metropolitan did not agree

to amend the Agreement. Id.

School resumed for the District’s middle school and secondary school students on

August 3O and August 31, 2021. Lansfeldt Dec., 11

15. Starting on those first two days of

school, and continuing every day thereafter, Metropolitan has breached its contractual

obligations by not providing timely services to some routes—*including pickups over an

hour late—and not running other routes at all. 1d. , 11 16.

On September 1, 2021, without warning—and despite its earlier refusal to agree to

a modification of the Agreement—Metropolitan notified the District that it does not

intend to service 21.5 bus routes starting September 7, 2021, which is the first day of

school for the District’s elementary school students. Lansfeldt Dec., Ex. 6.

Metropolitans’ decision to abandon approximately 23% of the District’s total bus routes

impacts 1,654 students who rely on the District to get to school in the mornings, and
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Filed in District Court
State of Minnesota
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1,715 students who rely on the District to get them home from school in the afternoons.

Lansfeldt Dec., fl} 17.

The District scheduled a meeting to discuss Metropolitan’s September 1 letter for

the afternoon of September 2, 2021. Lansfeldt Dec, 11 18. During that meeting,

Superintendent Lansfeldt informed Metropolitan that the District did not have any

contract with any other transportation vendor to service the routes in question. Id.

During that meeting, When asked whether Metropolitan was willing to continue honoring

the Agreement by servicing the 21.5 bus routes past September 7, Tufaa responded,

“No.” Id.

The District has not entered any contract with any other vendor to service the 21.5

routes in question. Lansfeldt Dec., 11 20. Nor does the District have the staff or

equipment to reliably transport the nearly 33% of the children who will be impacted by

Metropolitan’s abandonment of its contractual duties. Id.

The District also lacks the time to make necessary arrangements to secure

transportation services for the upcoming school weeks. Lansfeldt Dec., 11

21.

Specifically, the District is required to comply with the statutory bidding process, which

includes a published notice requirement before it can enter a contract with a subsequent

vendor. See Minn. Stat. § 123B.52. Accordingly, and despite other available remedies in

the Agreement or at law, the District will have no way to reliably transport over 1,700

children if Metropolitan does not honor its contractual obligations. Lansfeldt Dec., fl 21.
 82-CV-21-3627
Filed in District Court
State of Minnesota
9/3/2021 10:32 AM

ARGUMENT‘

I. LEGAL STANDARD
The purpose of a t€mporary restraining order (“TRO”) 0r a temporary

injunction is to maintain the status quo so that the effect 0f any judgment shall not be

impaired by the acts of the parties during the litigation. 'Metropolitan Sports Comm ’n v.

Minnesota Twins Partnership, 683 N.W.2d 214 (Minn. App. 2002). A party seeking

injunctive relief must show it has no adequate remedy at law, and that interim relief is

necessary to prevent irreparable injury. Morse v. City of Watervz'lle, 458 N.W.2d 728

(Minn. App. 1990). lnjunctive relief is appropriate where the relief sought in the

underlying action will be “ineffectual or impossible to grant” if the status quo is not

maintained. Pickerign v. Pasco Marketing, Ina, 228 N.W.2d 562, 564 (Minn. 1975).

In Dahlberg Bros, Inc. v. Ford Motor Co, 137 N.W.2d 314 (1965), the Minnesota

Supreme Court specified the following five factors that must be shown to weigh in the

moving party’s favor before injunctive relief may be issued:

l. The nature and background of the relationship between the parties

before the dispute giving rise to the request for relief;

2. The moving party’s harm if the injunctive relief is denied compared to

the harm to the nonmoving party if the restraining order is granted;

3. The likelihood that the moving party will prevail on the merits;

4. The public policy considerations triggered by the fact situation; and

1
By submitting this Motion and making the arguments contained herein, the
District does not waive any argument regarding the merits of its underlying action. The
District expressly preserves any and all arguments, whether factual or legal, related to the
subject matter of the District’s Complaint.
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Filed in District Court
State of Minnesota
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5. The administrative burdens involved in judicial supervision or

enforcement of the injunctive relief.

In this case, an injunction is necessary to allow the District to reliably transport

over 1,600 students to and from school each day after September 3, 2021. For some

young students, an injunction is necessary to allow them to reliably attend school for the

first time ever; as their classes do not begin until September 7. In the absence of an

injunction, there is no adequate legal remedyweither for the District or the children who

rely on the District for transportation—for the irreparable harm that Metropolitan’s

refusal to honor its obligations and transport District students will create.

II. THE DISTRICT HAS MET THE REQUIREMENTS NECESSARY FOR

ISSUANCE OF A TRO AND INJUNCTIVE RELIEF.

A. The District is Likely to Succeed on the Merits of its Claims for Breach
of Contract and Anticipatory Breach of Contract.

The “likelihood of success” factor is often viewed as the most significant

Dahlberg factor, see, e. g., Minneapolis Federation of Teachers, ALF—C10, Local 59 v.

Minneapolis Pub. Sch, Special Sch. Dist. No. l, 512 N.W.2d 107, 110 (Minn. App. 1991)

(describing “probability of success in the underlying action” as the “primary factor in

determining whether to issue a temporary injunction”). In this case, the District is likely

to prevail on its claim that Metropolitan’s unequivocal and unilateral abandonment of its

contractual obligations constitutes a—currently anticipatory—«breach of the Agreement.

Anticipatory breach~or repudiation—~of contract “when a promisor renounces a

contractual duty before the time for performance has arrived.” Park Nicollet Clinic v.

Hamann, 808 N.W.2d 828, 837 (Minn. 2011); see also Space Center, Inc. v. 451 Corp,
 82-CV-21-3627
Filed in District Court
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298 N.W.2d 443, 450 (Minn. 1980) (identifying an anticipatory breach as occurring when

a party to a contract “expressly renounces” contractual obligations before performance is

due), Bell v. Olson, 424 N.W.2d 829, 833 (Minn. App. 1988) (defining an anticipatory

breach as a “definite and unequivocal manifestation of intention on the part of the

repudiator that he will not render the promised performance when the time fixed for it in

the contract arrives”); REST. (2D) OF CONTRACTS § 250.

There can be no dispute that Metropolitan “expressly,” “definitely,” and

“unequivocally” expressed its intention to repudiate its contractual obligations to operate

21.5 bus routes starting September 7, 2021. Metropolitan sent the District a letter stating

that it was “yielding” the routes effective that date? The next day, Tufaa unequivocally

stated that Metropolitan would not service the route sin question starting September 7,

2021. Lansfeldt Dec., 1] 18.

The Agreement, however, requires that any modifications be in writing signed by

both parties. Lansfeldt Dec., Ex. 1, p. 6, 11 8(k). While the District has requested to

negotiate amendments to the Agreement and discussed plans for transitioning some

routes if Metropolitan was unable to service them, the District has not agreed, much less

so in writing, to release Metropolitan from any of its contractual obligations at this time.

See Lansfeldt Dec., fl 18. It certainly did not agree to do so on an impossibly short notice

that significantly impairs its ability to reliably transport over 1,600 children. See id. The

District is not required to wait until those children are stranded at the bus stop to sue to

2
The September 1 letter mistakenly identifies September 8 as the date that Metropolitan will no longer be providing
services. Tufaa clarified in a subsequent e-mail that September 7 was the correct date for Metropolitan’s
abandonment of those routes. See Lansfeldt Dec, Ex. 6., p. 3.
 82-CV-21-3627
Filed in District Court
State of Minnesota
9/3/2021 10:32 AM

enforce Metropolitan’s breach; it can do so now based on Metropolitan’s unequivocal

repudiation of its duties. Space Center, 298 N.W.2d at 451.

B. The balancing of harms favors issuance of injunctive relief because the

District will suffer immediate and irreparable harm if the sought relief
is not granted.

The District and its students will suffer immediate and irreparable harm if the
Court does not enter injunctive relief. In contrast, Metropolitan will suffer no harm if

injunctive relief is sought, to the contrary, it will merely be required to continue

performing its contractual obligations.

A party seeking injunctive relief must show that there is an inadequate remedy at
law in order to justify the granting of injunctive relief. Unlimited Horizon Mktg, Inc. v.

Precision Hub, Inc., 533 N.W.2d 63, 66 (Minn. App. 1995). In general, the injury must

be of such a nature that money could not rectify it. Pacific Equip. & Irrigation, Inc. v.

Toro Co., 519 N.W.2d 911, 915 (Minn. App. 1994). That said, Minnesota courts also

recognize that injunctive relief is appropriate “when it is apparent that the rights of a

party will be irreparably injured before a trial on the merits is reached or where the relief

sought in the main action will be ineffectual or impossible to grant.” Pickerign, 228

N.W.2d at 564. Put another way, an injunction is appropriate when the

commission or continuance of an act sought to be restrained would work

injury to the plaintiff during litigation; or that the person sought to be
restrained is doing or threatening some act in Violation of plaintiff’s rights
respecting the subject of the action which would tend to make a judgment
therein ineffectual.

Seward v. Schrieber, 62 N.W.2d 48, 50 (Minn. 1953).

 82-CV-21-3627
Filed in District Court
State of Minnesota
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The District and its students will face immediate and irreparable harm that cannot

be rectified by money damages if Metropolitan is not enjoined from its intended

abandonment of 21 .5 of bus routes that it is obligated to service. The District has a

constitutional obligation to educate its students. See Cruz—Guzman v. State, 916 N.W.2d

l, 6 (2018). The District is also statutorily required to transport students living two miles
or more away from their school. Minn. Stat. § 123B.08, subd. l. The District is similarly

obligated to transport certain students attending nonpublic schools. Minn. Stat. §

123B.86.

The District will be unable to meet these statutory and constitutional duties if

Metropolitan is allowed to discontinue services to over 1,600 students with insufficient

notice. The District does not have any available alternatives; it has not contracted with

any other vendor to transport the over 1,600 students Metropolitan is now attempting to

abandon; nor does it have the resources to directly transport those students. Indeed, by

law, the District is prohibited from entering into a contract with a new vendor until it

completes a weeks’ long bidding process. See Minn. Stat. § 123B.51. Accordingly, the

children who rely on the District for transportation—including very young children and

children with disabilities-will not be able to reliably attend school on time if

Metropolitan is not enjoined from breaching its contractual obligations. This harm to the

District’s ability to serve its students, as well as the harm that the students themselves

will face if they are not provided adequate transportation is irreparable. See, e. g., Tarek

ibn Ziyad Academy v. Islamic Relief USA, 794 F.Supp.2d 1044, 1059 (D. Minn. 2011)

(recognizing the inability to serve students, and those students’ inability to attend school

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 82-CV-21-3627
Filed in District Court
State of Minnesota
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as irreparable harm). The only way to remedy this harm is for the district court to issue a

temporary restraining order and injunction.

In contrast, Metropolitan will face little if any harm from the injunction.

Metropolitan is already contractually obligated to serve the 21.5 bus routes identified in

its September 1 letter. The only harm Metropolitan will face if an injunction is granted is
that it will be provide What it already promised to do—-—at least until the parties agree to an

extension or this Court concludes that the District may terminate the Agreement due to

Metropolitan’s ongoing breaches. Such purported harm is minimal, if it exists at all.

C. Issuing an Injunction would Preserve the Status Quo and the
Relationship Between the Parties.

The “relationship of the parties” factor also supports issuing an injunction. In

examining this Dahlberg factor, Courts look to the history of the relationship between the

parties and determine whose actions disturbed that relationship. See Softchoz'ce, Inc. v.

Schmidt, 763 N.W.2d 660, 667—68 (Minn. App. 2009). In this case, the District and

Metropolitan have had a contractual relationship that requires Metropolitan to provide

service for the 21.5 routes at issue in this motion since August 2020. Requiring

Metropolitan to continue to serve those routes until a determination on the merits is

reached preserves that status quo.

While Metropolitan repeatedly breached the Agreement during the 2020-2021

school year, it did not abandon its basic obligation to transport students; nor did the

District release Metropolitan from that obligation. To the contrary, the District requested

that Metropolitan agree to amend the Agreement to ensure that Metropolitan was meeting

ll
 82-CV-21-3627
Filed in District Court
State of Minnesota
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its obligations to transport students. During the September 2 meeting, the District

attempted to maintain the status quo, asking Metropolitan if it was willing to transport the
students who rely on those 21.5 bus routes to travel safely between school and home.

Metropolitan’s President and CEO responded with an unequivocal “no.” Metropolitan’s

refusal to honor its contractual obligations is, to say the least, an unwelcome departure

from the status quo. Thus, the first Dahlberg factor supports enjoining Metropolitan

from doing so.

D. Public policy mandates issuance of injunctive relief.

It is beyond dispute that public policy favors the smooth operation of Minnesota’s

public schools, as recognized in both the Minnesota Constitution and Minnesota Statutes.

See, e.g., Cruz-Guzman, 916 N.W.2d at 6; see also Minn. Stat. §§ 123B.08, 123B.88.

Public policy also favors the judicious use of taxpayer dollars, which will be impacted if

Metropolitan is not required to perform its duties. Likewise, the impact on members of

the publicmnamely parents who will be forced to find alternative transportation for their

children, and the children themselves, who may not have reliable transportation to and

from school—favors issuing the injunction. As such, this factor favors the granting of a

temporary restraining order and injunctive relief.

E. Granting an Injunction would not Create Substantial Administrative

Burdens on this Court.

The final Dahlberg factor is the necessity of judicial supervision and the

administrative burdens thereof. In this case, granting an injunction would require very

minimal supervision by the Court. Conversely, allowing Metropolitan to abandon its

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 82-CV-21-3627
Filed in District Court
State of Minnesota
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contractualresponsibilities increases the chance that the Court will become embroiled in

claims regarding students’ access to education and transportation to and from school.

CONCLUSION

A temporary restraining order, temporary injunction, and/or other injunctive relief

is necessary to allow the District to ensure that all of its students, and the nonpublic

school students Who rely on the District for transportation, have reliable transportation to

and from school at the start of the 2021—2022 school year. For the foregoing reasons, the

District requests that the Court issue such injunctive relief to reserve the status quo

pending adjudication of the merits of this litigation and to prevent irreparable harm to the

District and its students.

Respectfully submitted,

RATWIK, ROSZAK & MALONEY, P.A.

Datfl/z/Z/ By/%%\
Christian R. Shafer
Attorney Reg. No. 0387947
Jonathan G. Finck
Attorney Reg. No. 0400821
730 Second Avenue South, Suite 300
Minneapolis, MN 55402
(612) 339-0060

ATTORNEYS FOR INDEPENDENT

SCHOOL DISTRICT NO. 834, STILLWATER
AREA PUBLIC SCHOOLS
RRM: #419009/CRS/jgf

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