Joseph T. Janochoski

Joe Janochoski is a commercial litigation and trial attorney who represents businesses, owners, executives, and health plans in complex, high-stakes disputes. His practice centers on complex claims involving fraud, breach of contract, healthcare services and payment arrangements, and conflicts among shareholders, partners, and other business owners.

Shareholder, Partnership, and Business-Owner Disputes

Joe represents both companies and individuals in disputes involving breaches of fiduciary duty, shareholder oppression, freeze-outs, self-dealing, excessive compensation, denial of financial information, exclusion from management, forced sales, dissolution, accountings, and fair-value buyouts. He also handles challenges to ownership, governance, and buyout rights, including disputes that threaten business relationships, ownership interests, governance rights, and the value of closely held companies. His representative results include serving on the trial team that obtained a $70.5 million damages jury verdict and buyout order for a minority shareholder.

Healthcare Disputes

Joe represents health plans and other healthcare industry participants in disputes involving fraud, abuse, contractual breaches, claims processing, utilization management, reconciliations, payment obligations, and other forms of alleged healthcare fraud.

Contract and Fraud Disputes

Joe handles complex contract and fraud claims involving fraudulent inducement and misrepresentation, withheld or misappropriated funds, contractual breaches, and payment obligations. He has pursued and defended substantial damages claims and requests for equitable relief, including injunctions, accountings, dissolution, and court-ordered buyouts.

Joe’s Approach

Joe works closely with clients to identify the business objectives driving a dispute, develop a nuanced strategy tailored to those objectives, and translate dense factual and financial records into clear, persuasive arguments for judges, juries, arbitrators, and opposing parties. Whether a case proceeds to trial or resolves earlier, Joe approaches it with the preparation and focus needed to create leverage and position his clients for a favorable result. He handles matters from pre-suit investigation and strategy through discovery, dispositive motions, mediation, arbitration, jury trial, and post-trial proceedings in state and federal courts across the country.

Education

• University of Minnesota Law School, magna cum laude, Order of the Coif (2018); Minnesota Law Review, Staff Member (2016-2017), Note and Comment Editor (2017-2018)
• University of St. Thomas, B.A. in Political Science and Philosophy, summa cum laude (2015)

Representative Matters

Healthcare, Technology, Real Estate, and Dealer Disputes

• Represented a Medicare and Medicaid health plan in federal court in a healthcare-services contract dispute with its former behavioral-health administrator. The health plan alleged that the administrator failed to properly process claims and perform utilization management for behavioral-health services, then withheld millions of dollars following a claims reconciliation. The administrator denied liability and asserted counterclaims arising from the parties’ contractual relationship. The litigation concluded with a favorable settlement.
• Represented a leading provider of student information system software in state court opposing an overbroad third-party subpoena seeking nearly a decade of student records, confidential records, and system information. After litigating the dispute, the court ruled for the client and declined to compel production.
• Represented a real estate investment company in state court on a dispute arising from property acquisition, renovation, and management transactions. The client alleged that funds advanced for specific projects were misappropriated or not repaid and asserted claims for breach of contract, civil theft, conversion, fraudulent inducement and misrepresentation, account stated, and unjust enrichment. The opposing parties denied liability and brought counterclaims and third-party claims. The matter resolved in the client’s favor through a settlement followed by a court-ordered judgment.
• Represented a leading construction-equipment manufacturer in state court on a dispute over termination of longstanding dealer sales agreements and removal of the dealer’s protected sales territory. The dealer alleged lack of good cause, improper restrictions on competing equipment, violations of state dealer-protection statutes, and breach of contract. The manufacturer denied liability, disputed the statutes’ applicability, and maintained that repeated contractual violations involving unauthorized locations, sub-dealer activity, and competing products - together with the submission of an altered business record - justified termination. The manufacturer also asserted affirmative defenses based on fraud and unclean hands. The dispute ended in a favorable settlement for the manufacturer.

Business Ownership, Shareholder, and Employment Disputes

• Represented a minority owner and operating partner in state court in a private-equity partnership formed to acquire, operate, and grow portfolio companies, including a semiconductor manufacturer in which the client held a substantial minority interest. The client alleged that the majority owner sought to freeze him out through fraud, breaches of contract and fiduciary duty, self-dealing, termination of agreed compensation, denial of financial information and governance rights, and efforts to force a sale of his ownership interests. The complaint sought substantial damages, an accounting, and equitable relief, including dissolution or a fair-value buyout of interests alleged to be worth tens of millions of dollars. The dispute resolved through a favorable settlement.
• Represented a longtime securities-industry professional in state court in an employment and business dispute with his former investment-management firm. The firm alleged breaches of restrictive covenants and fiduciary duties, misuse of confidential and trade-secret information, and improper competition involving an investment manager and investors. The client denied wrongdoing, maintained that the relationships arose from his own long-established network and were consistent with the firm’s instructions, and challenged the covenants as overbroad and unenforceable. He also asserted counterclaims based on alleged access to his private email, interference with his ability to compete, and allegedly false regulatory reporting concerning his departure. The matter ended in a favorable settlement.
• Represented a minority shareholder in state court on a dispute involving two closely held family businesses. The client alleged that controlling shareholders breached a prior settlement agreement and fiduciary duties by withholding distributions, awarding themselves excessive compensation and benefits, engaging in self-interested transactions, and excluding him from meaningful participation in corporate governance. Claims included breach of contract, breach of fiduciary duty, shareholder oppression, and misuse of corporate assets, with damages and a fair-value buyout sought. Our client ultimately won a $70.5 million damages jury verdict and buyout order after a successful jury trial and post-trial proceedings, and the trial team was recognized by Minnesota Lawyer as 2022 Attorneys of the Year for their work on the case.
• Represented a longtime executive, software developer, and shareholder of a technology company serving the North American energy industry in state court in employment, minority shareholder, and trade-secret litigation following the termination of his employment. The client sought a buyout and alleged unfairly prejudicial and inequitable conduct by controlling shareholders and directors, breaches of fiduciary duty, misrepresentations, and failures to disclose material information concerning his rights and interests in the company. The litigation concluded with a favorable settlement.

Government Investigations

• Represents large corporate clients across multiple industries in responding to federal grand jury subpoenas and related government investigations, including managing document-production obligations, communications with government authorities, and the legal and strategic issues that arise throughout the investigative process.

Pro Bono

• Joe maintains a robust pro bono practice serving individuals, nonprofit organizations, and small businesses in criminal expungements, name changes, landlord-tenant disputes, citizenship applications, nonprofit counseling, and small-business disputes. He provides practical legal advice and advocacy to help pro bono clients navigate legal and administrative processes and resolve disputes.

• Named in 2027 Best Lawyers: Ones to Watch for Commercial Litigation

• Named a North Star Lawyer by the Minnesota State Bar Association for providing at least 50 hours of pro bono legal services (2024-2025)
• Named an "Attorney of the Year" in 2022 by Minnesota Lawyer
• Recipient of the 2018 Lee & Barbara D. Bearmon Award for Ethics & Professionalism
• National Competitor – TYLA National Mock Trial Competition
• Named Best Oralist in Law Student Legal Writing Program (2016)
• Recipient of Dean’s Distinguished Scholarship at University of Minnesota Law School

Professional

• Board Member on the Minnesota Justice Foundation
• Co-Chair of Bar Talk, the newsletter for the Minnesota Chapter of the Federal Bar Association

Bar Association Involvement

• American Bar Association – Member of the Business Law Section, Health Care Section, and Young Lawyers Division
• Federal Bar Association – Member, Minnesota Chapter
• Minnesota State Bar Association – Member

Speeches

• Business Owners Beware - What You Need To Know About Recent Developments in ADR
  Panelist & Moderator, American Bar Association Fall Business Meeting (September 13, 2024)
• What’s Up with Arbitration? What Corporate Counsel and Outside Counsel Need to Know About Recent Developments, Pre-Hearing Discovery, and the Role of Corporate Counsel
  American Bar Association CLE, Webinar (June 2021)

Articles

• Don’t Let That Lawsuit Burn A Hole In Your Pocket, Minnesota Lawyer // Finance and Commerce – Partner Content, July 2023
• Minnesota Formally Recognizes the Common Interest Doctrine, Minnesota Lawyer // Finance & Commerce – Partner Content, October 2022
• Advising Clients in Wind-Downs, Separations and “Business Divorce”: How to Use ADR and Other Tools to Steer Business Owners Through a Break-Up of a Closely-Held Business, American Bar Association Business Law Today, December 2021
• Common Law Fiduciary Relationships: Making Sure You've TICKED Off The Right Boxes, Minnesota Lawyer // Finance & Commerce – Partner Content, November 2021
• Joseph Janochoski, Note, Punishing the Pettifogger’s Practice: Applying the Sanction Power of 28 U.S.C. § 1927 to Law Firms, 102 MINN. L. REV. 1733 (2018).
• Hoffman, Steven M., Paul Lorah and Joseph Janochoski. 2014. “Resisting the Inevitable: Tar Sands, Regionalism and Rhetoric.” European Journal of American Studies. Vol. 9, No. 3.