Target Corporation v. RL Liquidators LLC

Background

Target Corporation and RL Liquidators LLC entered into a Purchaser Qualification Agreement in July 2020. Between August 2023 and August 2024, they entered into three related program agreements covering the purchase of merchandise and other assets. The agreements required RL Liquidators to identify discrepancies in Target’s information within five business days, after which the information would be treated as accurate if RL Liquidators did not object. Target then sent invoices requiring payment within 15 days.

RL Liquidators paid some earlier invoices, including the October 2024 invoice under one program agreement, and made five partial payments toward another October 2024 invoice. Target alleged that RL Liquidators then stopped paying invoices issued from October 2024 through July 2025. Target sued for breach of contract and sought a default judgment after RL Liquidators failed to answer or otherwise appear.

Default and Breach of Contract

A default judgment is a judgment entered when a defendant fails to respond to a lawsuit or otherwise defend. The court found that RL Liquidators was in default because it had been served with the lawsuit and Target’s motion but had not filed an answer or appeared.

The court applied Minnesota law, under which a breach-of-contract claim requires: (1) formation of a contract; (2) the plaintiff’s performance of required conditions; (3) a material breach by the defendant; and (4) damages. The court concluded that the agreements established a contract, Target provided the assets, information, reports, and invoices required of it, and RL Liquidators breached the agreements by failing to pay the invoices. The court therefore found that Target had a legitimate breach-of-contract claim and was entitled to default judgment.

Damages

The court required Target to prove its actual damages with reasonable certainty rather than simply accepting the amount alleged in the complaint. Target submitted a declaration, copies of unpaid invoices, and a summary of invoices and payments.

The unpaid invoices totaled $10,072,639.68. RL Liquidators had made $625,622.60 in partial payments toward the October 2024 Store Salvage Invoice. The court therefore found that the outstanding balance was $9,447,016.08. The opinion explains that Target had previously stated a different amount but later clarified that it had confused the amount paid or credited with the unpaid balance.

Post-Judgment Interest and Disposition

Target requested post-judgment interest at 10% per year under Minnesota law. The court held that post-judgment interest in this federal case is governed by federal law, which required interest at 4.41% from the date of judgment, compounded annually.

Judge Laura M. Provinzino ordered that Target’s motion for default judgment was granted, judgment was entered against RL Liquidators and in favor of Target for $9,447,016.08, and post-judgment interest would accrue at 4.41% compounded annually.