Buan v. Aatru Medical, LLC

U.S. District Court, District of Minnesota

Buan v. Aatru Medical, LLC

Trial Court Opinion

                   UNITED STATES DISTRICT COURT                          
                      DISTRICT OF MINNESOTA                              
JOHN BUAN,                                                               
                                     Civil No. 23-3357 (JRT/TNL)         
                       Plaintiff,                                        

v.                                                                       
                                 MEMORANDUM OPINION AND ORDER            
AATRU MEDICAL, LLC,              GRANTING IN PART AND DENYING IN         
                                   PART DEFENDANT’S MOTION TO            
                      Defendant.            DISMISS                      


    Jessica P. Hutchinson and Kevin R. Coan, HINSHAW & CULBERTSON LLP, 250 
    Nicollet Mall, Suite 1150, Minneapolis, MN 55401, for Plaintiff.     

    Deborah Jill Michelson, BUCKLEY KING, 600 Superior Avenue East, Suite 
    1400, Cleveland, OH 44114, and Joseph G. Schmitt, NILAN JOHNSON LEWIS 
    PA, 250 Marquette Avenue South, Suite 800, Minneapolis, MN 55401, for 
    Defendant.                                                           


    Plaintiff John Buan alleges his employer, Defendant Aatru Medical, LLC (“Aatru”), 
failed to pay his salary and reimburse business expenses for nearly one year.  Because 
Buan plausibly alleges Aatru breached the employment contract and may plead unjust 
enrichment in the alternative, the Court will deny Aatru’s motion to dismiss Counts I and 
II.  At the same time, the Court will grant Aatru’s motion to dismiss Count III (conversion) 
because Buan’s wages are intangible, Count IV (civil theft) because there was no initial 
wrongful  taking,  and  Counts  V  and  VII  because  federal  and  state  minimum  wage 
requirements do not provide separate remedies for breaches of employment contracts. 
                          BACKGROUND                                     
    Buan served as Aatru’s Chief Technology Officer (“CTO”) and performed a number 

of “key duties” in that role, including researching and developing one of Aatru’s products, 
assembling a supply chain, and working with Aatru’s patent attorney to secure a patent.  
(Def.’s Notice of Removal, Ex. 1 (“Compl.”) ¶¶ 1, 6, 11, Nov. 1, 2023, Docket No. 1.)  For 
nearly four years, Buan received his salary with no apparent issues.  (Id. ¶¶ 1, 11, 15.)  In 

fact, in January 2022, his salary increased from $173,000 to $240,000 per year, to be paid 
monthly.  (Id. ¶¶ 11–12.)  But beginning in October 2022, Aatru stopped paying Buan.  (Id. 
¶ 15.)1  After ten months, Buan filed a written complaint for non-payment and Aatru 
responded  by  lowering  Buan’s  salary  to  $684  per  week.    (Id.  ¶¶  20–21.)    Buan 

acknowledges payment of $12,000 for August and September 2023 wages.  (Id. ¶ 15.)  But 
he still claims $228,000 in total unpaid wages.  (Id. ¶ 23.)  He also incurred $17,000 in 
business expenses which have not been reimbursed.  (Id. ¶ 19.)            

    Buan originally filed his complaint in Hennepin County.  (Notice of Removal at 1.)  
Aatru removed this action to federal court pursuant to 
28 U.S.C. §§ 1331
, 1367, 1441, and 
1446.  (Id.)  Aatru now moves to dismiss Counts I–V and VII of Buan’s complaint.  (Mot. to 
Dismiss, Nov. 8, 2023, Docket No. 7.)  Aatru does not challenge Counts VI (federal 

retaliation), VIII (prompt wage payment), and IX (Minnesota retaliation).  (Id.) 


    1 In its briefing, Aatru alleges it stopped paying Buan with Buan’s agreement.  It would be 
inappropriate to credit those unpled allegations in a Rule 12(b)(6) motion.  Accordingly, the Court 
will treat Buan as any employee whose wages were withheld without consent.  
                           DISCUSSION                                    
I.   STANDARD OF REVIEW                                                   
    In reviewing a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the 

Court considers all facts alleged in the Complaint as true to determine if the Complaint 
states a “claim to relief that is plausible on its face.”  Braden v. Wal-Mart Stores, Inc., 
588 F.3d 585, 594
 (8th Cir. 2009) (quoting Ashcroft v. Iqbal, 
556 U.S. 662, 678
 (2009)).  The 

Court construes the Complaint in the light most favorable to the plaintiff, drawing all 
reasonable inferences in the plaintiff’s favor.  Ashley Cnty. v. Pfizer, Inc., 
552 F.3d 659, 665
 
(8th Cir. 2009).  Although the Court accepts the complaint’s factual allegations as true, it 
is “not bound to accept as true a legal conclusion couched as a factual allegation,” Bell 

Atl. Corp. v. Twombly, 
550 U.S. 544, 555
 (2007), or mere “labels and conclusions or a 
formulaic recitation of the elements of a cause of action,” Iqbal, 
556 U.S. at 678
 (quotation 
omitted).  Instead, “[a] claim has facial plausibility when the plaintiff pleads factual 
content that allows the court to draw the reasonable inference that the defendant is 

liable for the misconduct alleged.”  
Id.
                                  
    At the motion to dismiss stage, the Court may consider the allegations in the 
Complaint as well as “those materials that are necessarily embraced by the pleadings.” 
Schriener v. Quicken Loans, Inc., 
774 F.3d 442, 444
 (8th Cir. 2014).  The Court may also 

consider matters of public record and exhibits attached to the pleadings, as long as those 
documents do not conflict with the Complaint.  Porous Media Corp. v. Pall Corp., 
186 F.3d 1077, 1079
 (8th Cir. 1999).                                               
II.  ANALYSIS                                                             
    A.   Breach of Contract                                              
    Buan alleges that he was due $20,000 per month under his employment contract 

and Aatru did not pay for ten months.  That contention states a plausible claim for breach.  
Aatru counters that the employment contract was for at will employment, and it was 
entitled to lower Buan’s salary in August 2023.  Both may be true.  And Aatru would still 

need to answer for its breach of contract between October 2022 and August 2023.   
    Buan also claims that the failure to pay $17,000 of business expenses constitutes 
a breach.  Aatru relies on the fact that the contract does not establish a timeline for 
reimbursing expenses, so it cannot have breached yet.  But when a contract does not 

establish a payment deadline, payment is due “within a reasonable time.”  See Veum v. 
Sheeran, 
104 N.W. 135, 137
 (Minn. 1905).  The Court need not determine the exact 
interval to deny this motion.  For now, it is enough to reject the idea that the period was 
indefinite, and no cause of action could ever accrue.  Accordingly, Buan plausibly alleges 

Aatru breached its contractual obligations to pay wages and reimburse expenses. 
    B.   Unjust Enrichment                                               
    Aatru does not dispute that Buan states the elements for unjust enrichment.  It 
only asserts that Buan cannot prevail in equity because he brings claims for the same 

injury under contract and statute.  But because Buan only pleads unjust enrichment in the 
alternative, the Court will deny Aatru’s motion to dismiss Count II at this early stage of 
litigation.  See Fed. R. Civ. P. 8(a)(3); Rock v. Rathsburg Assocs., Inc., No. 21-2717, 
2022 WL 4450418
, at *7 (D. Minn. Sept. 23, 2022).                              

    C.   Conversion                                                      
    The Court will dismiss Buan’s conversion claim because conversion does not cover 
intangible goods such as unpaid wages.  “Under Minnesota law, the tort of conversion is 
limited to willful interference with the personal property of another.”  H.J., Inc. v. Int'l Tel. 

& Tel. Corp., 
867 F.2d 1531
, 1547 (8th Cir. 1989).  Conversion claims apply only to tangible 
property.  See TCI Bus. Cap., Inc. v. Five Star Am. Die Casting, LLC, 
890 N.W.2d 423
, 428–
29 (Minn. Ct. App. 2017) (collecting cases).  Thus, conversion is “viable with respect to 
money only if the money is in a tangible form . . . and is kept separate from other money.”  

Id. at 429
.2  Extending conversion to unpaid wages would expand its common law roots 
without support from state authorities.  As such, the Court will dismiss Count III. 
    D.   Civil Theft                                                     
    The Court will also dismiss Buan’s civil theft claim because Aatru withheld, rather 

than took, Buan’s wages.  
Minn. Stat. § 604.14
 imposes liability when an individual 
“steals”  personal property from  another.    Importantly, there  must  be  “some  initial 



    2 Buan claims that TCI did not resolve whether “a conversion claim is viable with respect 
to money only if the money is in a tangible form (such as a particular roll of coins or a particular 
stack of bills) and is kept separate from other money.”  TCI, 
890 N.W.2d at 429
.  But in that 
statement, the TCI court was characterizing the extant state of Minnesota law.  
Id.
  The issue TCI 
refused to reach was whether to alter the common-law rule and expand conversion claims to 
cover intangible monetary transactions.  
Id.
  Accordingly, the rule remains that money must be 
tangible and held separately to be unlawfully converted.                  
wrongful act in taking possession of the property.”  Staffing Specifix, Inc. v. TempWorks 
Mgmt. Servs., Inc., 
896 N.W.2d 115, 126
 (Minn. Ct. App. 2017), aff’d, 
913 N.W.2d 687
 

(Minn. 2018); see also Klucas v. M.H. Graff & Assocs., No. 20-762, 
2020 WL 6275971
, at 
*4 (D. Minn. Oct. 26, 2020) (employer’s failure to pay an employment bonus was not civil 
theft because funds never left the employer’s possession).  Without an initial wrongful 
taking, Buan cannot sustain a claim for civil theft, so the Court will dismiss Count IV. 

    E.   FLSA and MFLSA                                                  
    Buan alleges that Aatru violated the Fair Labor Standards Act’s (“FLSA”) minimum 
wage provisions by paying him $0 beginning in October 2022.  See 
29 U.S.C. § 206.3
  Aatru 
counters that, for FLSA purposes, the Court should look to the agreed-upon $240,000 

salary, even if unpaid.  The Court agrees with Aatru.                     
    By looking “to what an employee was owed, not what he actually received,” courts 
defeat “efforts to transform contract actions into FLSA suits.”  Nicholson v. World Bus. 
Network, Inc., 
105 F.3d 1361, 1365
 (11th Cir. 1997); see Pioch v. IBEX Eng’g Servs., Inc., 
825 F.3d 1264, 1272
  (11th  Cir.  2016).4    Dismissal  is  consistent  with  the  statutory  text, 


    3 Because the parties analyze the Minnesota Fair Labor Standards Act concurrently with 
the FLSA, so too will the Court.                                          
    4 See also Donovan v. Agnew, 
712 F.2d 1509, 1517
 (1st Cir. 1983) (when contractual 
obligations  are  not  met,  promised  rather  than  paid  rate  governs  FLSA  inquiry);  Monin  v. 
Quantierra  Advisors  LLC,  No.  21-612,  
2022 WL 2002282
,  at  *2–3  (S.D.N.Y.  June  3,  2022) 
(“[P]laintiff is a highly paid worker who is attempting to use the FLSA to recover salary allegedly 
owed to her pursuant to an employment agreement.  This is, in truth, a breach of contract action, 
not an FLSA action.”); Ayre v. Shiver, No. 21-473, 
2021 WL 3472655
, at *1–2 (E.D.N.Y. Aug. 6, 
2021) (same).                                                             
implementing regulations, and the “protective stance  toward poorer and powerless 
workers that Congress took in the FLSA.”  Nicholson, 
105 F.3d at 1365
.  Buan’s complaint 

alleges a wrong.  But that wrong comes from Aatru’s breach of contract, not violation of 
labor laws enacted to protect a different class of workers than a CTO making six figures. 
    The parties also debate whether Buan was exempt from FLSA’s minimum wage 
mandates as a bona fide executive, administrative, and/or professional employee.  That 

analysis is unnecessary.  At Buan’s $240,000 salary, he would have to work more than 400 
hours per week to dip below Minnesota’s 2023 minimum wage of $10.59 for large 
employers.5  Thus, he fails to state a claim under FLSA regardless of whether he was 

exempt.  Monin v. Quantierra Advisors LLC, No. 21-612, 
2022 WL 2002282
, at *2 (S.D.N.Y. 
June 3, 2022) (forgoing exemption analysis in favor of an hourly rate calculation). 
    Ultimately, because Aatru promised to pay Buan $240,000, Aatru satisfied FLSA’s 
minimum wage requirements regardless of whether it ultimately paid Buan.  Buan’s 

remedy for nonpayment lies in contract, not labor law.  Accordingly, the Court will grant 
Aatru’s motion to dismiss Counts V and VII of Buan’s complaint.           





    5 See Gideon Ondieki, Hared Mah, & Ender Kavas, Minnesota Minimum Wage Report 
2023, Minn. Dep’t Lab. & Indus. (Dec. 2023), https://www.dli.mn.gov/business/employment-
practices/minnesota-minimum-wage-report-2023#:~:text=1%2C%202023%2C%20the%20Minn
esota%20minimum,an%20hour%20for%20small%20employers.  That number jumps to over 600 
hours per week under the federal $7.25 minimum wage.  See 
29 U.S.C. § 206
(a)(1)(C). 
                                CONCLUSION 
     Buan presents a viable claim for breach of contract and, in the alternative, unjust 
enrichment.  At the same time, he attempts to stretch certain statutory rights of action 
beyond their proper scope.  Accordingly, the Court will deny Aatru’s motion to dismiss 
Counts | and Il and grant as to Counts III, IV, V, and VII. 

ORDER

     Based on the foregoing, and  all the files,  records, and  proceedings herein,  IT IS 
HEREBY ORDERED that Defendant’s Motion to Dismiss [Docket No. 7] is GRANTED in part 
and DENIED in part and Counts III, IV, V, and VII of Buan’s complaint are DISMISSED with 
prejudice. 

DATED:  May 23, 2024                              oa. (isdn 
at Minneapolis, Minnesota.                         JOHN R. TUNHEIM 
                                            United States District Judge 

                                    -8- 

Trial Court Opinion

                   UNITED STATES DISTRICT COURT                          
                      DISTRICT OF MINNESOTA                              
JOHN BUAN,                                                               
                                     Civil No. 23-3357 (JRT/TNL)         
                       Plaintiff,                                        

v.                                                                       
                                 MEMORANDUM OPINION AND ORDER            
AATRU MEDICAL, LLC,              GRANTING IN PART AND DENYING IN         
                                   PART DEFENDANT’S MOTION TO            
                      Defendant.            DISMISS                      


    Jessica P. Hutchinson and Kevin R. Coan, HINSHAW & CULBERTSON LLP, 250 
    Nicollet Mall, Suite 1150, Minneapolis, MN 55401, for Plaintiff.     

    Deborah Jill Michelson, BUCKLEY KING, 600 Superior Avenue East, Suite 
    1400, Cleveland, OH 44114, and Joseph G. Schmitt, NILAN JOHNSON LEWIS 
    PA, 250 Marquette Avenue South, Suite 800, Minneapolis, MN 55401, for 
    Defendant.                                                           


    Plaintiff John Buan alleges his employer, Defendant Aatru Medical, LLC (“Aatru”), 
failed to pay his salary and reimburse business expenses for nearly one year.  Because 
Buan plausibly alleges Aatru breached the employment contract and may plead unjust 
enrichment in the alternative, the Court will deny Aatru’s motion to dismiss Counts I and 
II.  At the same time, the Court will grant Aatru’s motion to dismiss Count III (conversion) 
because Buan’s wages are intangible, Count IV (civil theft) because there was no initial 
wrongful  taking,  and  Counts  V  and  VII  because  federal  and  state  minimum  wage 
requirements do not provide separate remedies for breaches of employment contracts. 
                          BACKGROUND                                     
    Buan served as Aatru’s Chief Technology Officer (“CTO”) and performed a number 

of “key duties” in that role, including researching and developing one of Aatru’s products, 
assembling a supply chain, and working with Aatru’s patent attorney to secure a patent.  
(Def.’s Notice of Removal, Ex. 1 (“Compl.”) ¶¶ 1, 6, 11, Nov. 1, 2023, Docket No. 1.)  For 
nearly four years, Buan received his salary with no apparent issues.  (Id. ¶¶ 1, 11, 15.)  In 

fact, in January 2022, his salary increased from $173,000 to $240,000 per year, to be paid 
monthly.  (Id. ¶¶ 11–12.)  But beginning in October 2022, Aatru stopped paying Buan.  (Id. 
¶ 15.)1  After ten months, Buan filed a written complaint for non-payment and Aatru 
responded  by  lowering  Buan’s  salary  to  $684  per  week.    (Id.  ¶¶  20–21.)    Buan 

acknowledges payment of $12,000 for August and September 2023 wages.  (Id. ¶ 15.)  But 
he still claims $228,000 in total unpaid wages.  (Id. ¶ 23.)  He also incurred $17,000 in 
business expenses which have not been reimbursed.  (Id. ¶ 19.)            

    Buan originally filed his complaint in Hennepin County.  (Notice of Removal at 1.)  
Aatru removed this action to federal court pursuant to 
28 U.S.C. §§ 1331
, 1367, 1441, and 
1446.  (Id.)  Aatru now moves to dismiss Counts I–V and VII of Buan’s complaint.  (Mot. to 
Dismiss, Nov. 8, 2023, Docket No. 7.)  Aatru does not challenge Counts VI (federal 

retaliation), VIII (prompt wage payment), and IX (Minnesota retaliation).  (Id.) 


    1 In its briefing, Aatru alleges it stopped paying Buan with Buan’s agreement.  It would be 
inappropriate to credit those unpled allegations in a Rule 12(b)(6) motion.  Accordingly, the Court 
will treat Buan as any employee whose wages were withheld without consent.  
                           DISCUSSION                                    
I.   STANDARD OF REVIEW                                                   
    In reviewing a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the 

Court considers all facts alleged in the Complaint as true to determine if the Complaint 
states a “claim to relief that is plausible on its face.”  Braden v. Wal-Mart Stores, Inc., 
588 F.3d 585, 594
 (8th Cir. 2009) (quoting Ashcroft v. Iqbal, 
556 U.S. 662, 678
 (2009)).  The 

Court construes the Complaint in the light most favorable to the plaintiff, drawing all 
reasonable inferences in the plaintiff’s favor.  Ashley Cnty. v. Pfizer, Inc., 
552 F.3d 659, 665
 
(8th Cir. 2009).  Although the Court accepts the complaint’s factual allegations as true, it 
is “not bound to accept as true a legal conclusion couched as a factual allegation,” Bell 

Atl. Corp. v. Twombly, 
550 U.S. 544, 555
 (2007), or mere “labels and conclusions or a 
formulaic recitation of the elements of a cause of action,” Iqbal, 
556 U.S. at 678
 (quotation 
omitted).  Instead, “[a] claim has facial plausibility when the plaintiff pleads factual 
content that allows the court to draw the reasonable inference that the defendant is 

liable for the misconduct alleged.”  
Id.
                                  
    At the motion to dismiss stage, the Court may consider the allegations in the 
Complaint as well as “those materials that are necessarily embraced by the pleadings.” 
Schriener v. Quicken Loans, Inc., 
774 F.3d 442, 444
 (8th Cir. 2014).  The Court may also 

consider matters of public record and exhibits attached to the pleadings, as long as those 
documents do not conflict with the Complaint.  Porous Media Corp. v. Pall Corp., 
186 F.3d 1077, 1079
 (8th Cir. 1999).                                               
II.  ANALYSIS                                                             
    A.   Breach of Contract                                              
    Buan alleges that he was due $20,000 per month under his employment contract 

and Aatru did not pay for ten months.  That contention states a plausible claim for breach.  
Aatru counters that the employment contract was for at will employment, and it was 
entitled to lower Buan’s salary in August 2023.  Both may be true.  And Aatru would still 

need to answer for its breach of contract between October 2022 and August 2023.   
    Buan also claims that the failure to pay $17,000 of business expenses constitutes 
a breach.  Aatru relies on the fact that the contract does not establish a timeline for 
reimbursing expenses, so it cannot have breached yet.  But when a contract does not 

establish a payment deadline, payment is due “within a reasonable time.”  See Veum v. 
Sheeran, 
104 N.W. 135, 137
 (Minn. 1905).  The Court need not determine the exact 
interval to deny this motion.  For now, it is enough to reject the idea that the period was 
indefinite, and no cause of action could ever accrue.  Accordingly, Buan plausibly alleges 

Aatru breached its contractual obligations to pay wages and reimburse expenses. 
    B.   Unjust Enrichment                                               
    Aatru does not dispute that Buan states the elements for unjust enrichment.  It 
only asserts that Buan cannot prevail in equity because he brings claims for the same 

injury under contract and statute.  But because Buan only pleads unjust enrichment in the 
alternative, the Court will deny Aatru’s motion to dismiss Count II at this early stage of 
litigation.  See Fed. R. Civ. P. 8(a)(3); Rock v. Rathsburg Assocs., Inc., No. 21-2717, 
2022 WL 4450418
, at *7 (D. Minn. Sept. 23, 2022).                              

    C.   Conversion                                                      
    The Court will dismiss Buan’s conversion claim because conversion does not cover 
intangible goods such as unpaid wages.  “Under Minnesota law, the tort of conversion is 
limited to willful interference with the personal property of another.”  H.J., Inc. v. Int'l Tel. 

& Tel. Corp., 
867 F.2d 1531
, 1547 (8th Cir. 1989).  Conversion claims apply only to tangible 
property.  See TCI Bus. Cap., Inc. v. Five Star Am. Die Casting, LLC, 
890 N.W.2d 423
, 428–
29 (Minn. Ct. App. 2017) (collecting cases).  Thus, conversion is “viable with respect to 
money only if the money is in a tangible form . . . and is kept separate from other money.”  

Id. at 429
.2  Extending conversion to unpaid wages would expand its common law roots 
without support from state authorities.  As such, the Court will dismiss Count III. 
    D.   Civil Theft                                                     
    The Court will also dismiss Buan’s civil theft claim because Aatru withheld, rather 

than took, Buan’s wages.  
Minn. Stat. § 604.14
 imposes liability when an individual 
“steals”  personal property from  another.    Importantly, there  must  be  “some  initial 



    2 Buan claims that TCI did not resolve whether “a conversion claim is viable with respect 
to money only if the money is in a tangible form (such as a particular roll of coins or a particular 
stack of bills) and is kept separate from other money.”  TCI, 
890 N.W.2d at 429
.  But in that 
statement, the TCI court was characterizing the extant state of Minnesota law.  
Id.
  The issue TCI 
refused to reach was whether to alter the common-law rule and expand conversion claims to 
cover intangible monetary transactions.  
Id.
  Accordingly, the rule remains that money must be 
tangible and held separately to be unlawfully converted.                  
wrongful act in taking possession of the property.”  Staffing Specifix, Inc. v. TempWorks 
Mgmt. Servs., Inc., 
896 N.W.2d 115, 126
 (Minn. Ct. App. 2017), aff’d, 
913 N.W.2d 687
 

(Minn. 2018); see also Klucas v. M.H. Graff & Assocs., No. 20-762, 
2020 WL 6275971
, at 
*4 (D. Minn. Oct. 26, 2020) (employer’s failure to pay an employment bonus was not civil 
theft because funds never left the employer’s possession).  Without an initial wrongful 
taking, Buan cannot sustain a claim for civil theft, so the Court will dismiss Count IV. 

    E.   FLSA and MFLSA                                                  
    Buan alleges that Aatru violated the Fair Labor Standards Act’s (“FLSA”) minimum 
wage provisions by paying him $0 beginning in October 2022.  See 
29 U.S.C. § 206.3
  Aatru 
counters that, for FLSA purposes, the Court should look to the agreed-upon $240,000 

salary, even if unpaid.  The Court agrees with Aatru.                     
    By looking “to what an employee was owed, not what he actually received,” courts 
defeat “efforts to transform contract actions into FLSA suits.”  Nicholson v. World Bus. 
Network, Inc., 
105 F.3d 1361, 1365
 (11th Cir. 1997); see Pioch v. IBEX Eng’g Servs., Inc., 
825 F.3d 1264, 1272
  (11th  Cir.  2016).4    Dismissal  is  consistent  with  the  statutory  text, 


    3 Because the parties analyze the Minnesota Fair Labor Standards Act concurrently with 
the FLSA, so too will the Court.                                          
    4 See also Donovan v. Agnew, 
712 F.2d 1509, 1517
 (1st Cir. 1983) (when contractual 
obligations  are  not  met,  promised  rather  than  paid  rate  governs  FLSA  inquiry);  Monin  v. 
Quantierra  Advisors  LLC,  No.  21-612,  
2022 WL 2002282
,  at  *2–3  (S.D.N.Y.  June  3,  2022) 
(“[P]laintiff is a highly paid worker who is attempting to use the FLSA to recover salary allegedly 
owed to her pursuant to an employment agreement.  This is, in truth, a breach of contract action, 
not an FLSA action.”); Ayre v. Shiver, No. 21-473, 
2021 WL 3472655
, at *1–2 (E.D.N.Y. Aug. 6, 
2021) (same).                                                             
implementing regulations, and the “protective stance  toward poorer and powerless 
workers that Congress took in the FLSA.”  Nicholson, 
105 F.3d at 1365
.  Buan’s complaint 

alleges a wrong.  But that wrong comes from Aatru’s breach of contract, not violation of 
labor laws enacted to protect a different class of workers than a CTO making six figures. 
    The parties also debate whether Buan was exempt from FLSA’s minimum wage 
mandates as a bona fide executive, administrative, and/or professional employee.  That 

analysis is unnecessary.  At Buan’s $240,000 salary, he would have to work more than 400 
hours per week to dip below Minnesota’s 2023 minimum wage of $10.59 for large 
employers.5  Thus, he fails to state a claim under FLSA regardless of whether he was 

exempt.  Monin v. Quantierra Advisors LLC, No. 21-612, 
2022 WL 2002282
, at *2 (S.D.N.Y. 
June 3, 2022) (forgoing exemption analysis in favor of an hourly rate calculation). 
    Ultimately, because Aatru promised to pay Buan $240,000, Aatru satisfied FLSA’s 
minimum wage requirements regardless of whether it ultimately paid Buan.  Buan’s 

remedy for nonpayment lies in contract, not labor law.  Accordingly, the Court will grant 
Aatru’s motion to dismiss Counts V and VII of Buan’s complaint.           





    5 See Gideon Ondieki, Hared Mah, & Ender Kavas, Minnesota Minimum Wage Report 
2023, Minn. Dep’t Lab. & Indus. (Dec. 2023), https://www.dli.mn.gov/business/employment-
practices/minnesota-minimum-wage-report-2023#:~:text=1%2C%202023%2C%20the%20Minn
esota%20minimum,an%20hour%20for%20small%20employers.  That number jumps to over 600 
hours per week under the federal $7.25 minimum wage.  See 
29 U.S.C. § 206
(a)(1)(C). 
                                CONCLUSION 
     Buan presents a viable claim for breach of contract and, in the alternative, unjust 
enrichment.  At the same time, he attempts to stretch certain statutory rights of action 
beyond their proper scope.  Accordingly, the Court will deny Aatru’s motion to dismiss 
Counts | and Il and grant as to Counts III, IV, V, and VII. 

ORDER

     Based on the foregoing, and  all the files,  records, and  proceedings herein,  IT IS 
HEREBY ORDERED that Defendant’s Motion to Dismiss [Docket No. 7] is GRANTED in part 
and DENIED in part and Counts III, IV, V, and VII of Buan’s complaint are DISMISSED with 
prejudice. 

DATED:  May 23, 2024                              oa. (isdn 
at Minneapolis, Minnesota.                         JOHN R. TUNHEIM 
                                            United States District Judge 

                                    -8- 

Reference

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