DISSENT
ANDERSON, PAUL H., Justice(dissenting).
I respectfully dissent. I disagree with the majority’s conclusion that respondents Hoyt Properties, Inc., and Hoyt/Winnetka, L.L.C. (collectively, Hoyt Properties), established genuine issues of material fact for trial. On this record, Hoyt Properties failed to establish the required elements of fraudulent misrepresentation as a matter of law. Therefore, I would affirm the district court’s summary judgment ruling in favor of appellants Production Resource Group, L.L.C. (PRG), Haas Multiples En*322vironmental Marketing and Design, Inc., d/b/a Entolo-Minneapolis, and Entolo, Inc.
In Minnesota, a claim of fraudulent misrepresentation requires that the plaintiff establish the following five elements:
(1) there was a false representation by a party of a past or existing material fact susceptible of knowledge; (2) made with knowledge of the falsity of the representation or made as of the party’s own knowledge without knowing whether it was true or false; (3) with the intention to induce another to act in reliance thereon; (4) that the representation caused the other party to act in reliance thereon; and (5) that the party suffer[ed] pecuniary damage as a result of the reliance.
Specialized Tours, Inc. v. Hagen, 392 N.W.2d 520, 532 (Minn.1986). Hoyt Properties filed a claim, alleging that an attorney representing PRG, Entolo’s parent company, committed fraudulent misrepresentation based on statements made by the attorney around the time Hoyt Properties and Entolo were negotiating a settlement agreement. According to Hoyt Properties, its representative Steve Hoyt spoke with PRG’s attorney after negotiations, and the attorney asked for a provision releasing PRG from liability. Steve Hoyt asserts that he asked PRG’s attorney, “Well, that would be piercing the veil. * * * I don’t know of any reason why [PRG] could be liable, do you?” Steve Hoyt further asserts that PRG’s attorney responded, “There isn’t anything. PRG and Entolo are totally separate.” Following this conversation, Hoyt Properties released PRG from any liability under the settlement agreement, excepting two circumstances not relevant here. In its complaint, Hoyt Properties alleges that Steve Hoyt authorized the release provision in the settlement agreement in reliance on PRG’s attorney’s statements.
PRG moved for summary judgment, in part, on the grounds that Hoyt Properties’ evidence of fraudulent misrepresentation was insufficient to establish a legal basis to rescind the settlement agreement. After briefing and a hearing, the district court granted summary judgment in favor of PRG. The district court concluded that the alleged representations by PRG’s attorney constituted a nonactionable legal opinion, that the alleged representations were not false, and that reliance on the alleged representations was unreasonable as a matter of law. The court of appeals reversed.
We review an appeal from summary judgment to determine whether there are any genuine issues of material fact and whether the district court erred in applying the law. Fin Ag, Inc. v. Hufnagle, Inc., 720 N.W.2d 579, 584 (Minn.2006). Because summary judgment was granted against Hoyt Properties, we view the evidence in the light most favorable to it. See id. Therefore, we assume the conversation between Steve Hoyt and PRG’s attorney took place, and we assume it took place as Steve Hoyt alleges.
The first and fourth elements of the fraudulent misrepresentation claim are at issue in this case. The first element is that “there was a false representation by a party of past or existing material fact susceptible of knowledge.” Specialized Tours, 392 N.W.2d at 532. Although pure legal opinions are not actionable in a fraudulent misrepresentation claim, a misrepresentation involving a matter of law may be actionable if it “amounts to an implied assertion that facts exist that justify the conclusion of law which is expressed.” Miller v. Osterlund, 154 Minn. 495, 496, 191 N.W. 919, 919 (1923).
Here, the legal opinion at issue is whether the relationship between PRG and En-tolo is sufficient to support a claim for *323piercing the corporate veil. The majority concludes that PRG’s attorney’s statements implied that no facts exist to support a veil-piercing claim. I have doubts that this conclusion is tenable as a matter of law.
In Minnesota, courts apply a two-pronged test to determine whether a claimant may pierce the corporate veil and hold a shareholder or different entity liable for the actions of a corporation. Barton v. Moore, 558 N.W.2d 746, 749 (Minn.1997). The first prong focuses on the relationship between the two entities, in this case, Entolo and PRG, to determine whether one has disregarded the other’s separate, corporate existence. See id. Courts may apply a variety of factors to make this determination. These factors include: sufficiency of capitalization, observance of corporate formalities, nonpayment of dividends, siphoning of funds by the dominant shareholder, nonfunctioning of directors and officers, absence of corporate records, and existence of the corporation as a fagade for individual dealings. Id. The second prong of a veil-piercing analysis requires the court to determine that “piercing the corporate veil is necessary to avoid injustice or fundamental unfairness.” Id. Therefore, before a court may allow a claimant to pierce the corporate veil, the court must (1) apply a variety of indeterminate factors in order to evaluate whether the relationship between the entities is sufficiently intertwined and (2), even if such a relationship exists, evaluate whether a veil-piercing claim is fair in the context of the specific case before the court. Both prongs require the court to make subjective determinations.
The first element of a claim for fraudulent misrepresentation is only met if the false factual representation by the party involves a “fact susceptible of knowledge.” Specialized Tours, 892 N.W.2d at 532. When this standard is applied to the facts in this case, it is difficult to see how PRG’s attorney’s representations can be actionable. First, in order for PRG’s attorney to imply facts that “[tjhere isn’t anything” to a veil-piercing claim, the attorney would have to imply a factual assertion that the second prong of the claim is met — that the claim is “necessary to avoid injustice or fundamental unfairness.” Because this is a subjective inquiry made by a court, it is not a “fact susceptible of knowledge,” and even if it was, it is unreasonable to conclude that PRG’s attorney falsely implied that a veil-piercing claim in this case would not meet this prong. In other words, if PRG’s attorney was to evaluate the claim and decide that it was viable, the attorney would have to conclude that it would be unjust and fundamentally unfair for the attorney’s client to escape liability. Those are not the type of conclusions we can expect, or even desire, a legal advocate to make, and they are generally not susceptible of the attorney’s knowledge.
The majority also accepts the characterization of PRG’s attorney’s statement that “PRG and Entolo are totally separate” as a “direct factual statement bolstering the assertion that there were no facts supporting a veil-piercing claim.” But because the two-prong test for piercing the corporate veil is a subjective test applied by the court, PRG’s attorney could not be in a position to. know (1) what facts any particular court or factfinder might find significant, and (2) which factors under the first prong the court might apply, since the enumerated factors in case law are not exhaustive. See Victoria Elevator Co. v. Meriden Grain Co., 283 N.W.2d 509, 512 (Minn.1979) (stating that factors significant to a veil-piercing claim “include” the listed factors but are not limited to those factors). Therefore, it is difficult to see how PRG’s attorney could as a matter of law represent that “no facts” exist to support a *324veil-piercing claim because a court could find a fact significant that no other court ever had in the past.
The majority finds support for its position in the Restatement (Second) of Torts. The majority argues that two illustrations provided by the Restatement lend support to its position that PRG’s attorney implied facts through expressing a legal opinion. The first illustration is that “a statement that one mortgage has priority over another may imply an assertion that one was made before the other.” Restatement (Second) of Torts § 545, cmt. c (1977). Whether a mortgage has priority over another mortgage has an objective basis in law. See Home Lumber Co. v. Kopfmann Homes, Inc., 535 N.W.2d 302, 304 (Minn.1995) (citing a specific statute that “establishes mortgage priority from the date of recording”). In other words, a party making the representation may state with complete confidence that one mortgage has priority over another, implying only that the said mortgage was filed and recorded on a date before the other mortgage. But in this case, PRG’s attorney cannot objectively know whether a veil-piercing claim is viable.
The majority cites a second illustration from the Restatement, demonstrating how a party may imply facts through expression of a legal opinion: “a statement that a corporation has the legal right to do business in a state may carry with it an assurance that it has as a matter of fact taken all of the steps necessary to be duly qualified.” Restatement (Second) of Torts § 545, cmt. c. Similar to the first illustration, there is an objective basis in law that determines whether a corporation has the legal right to do business in a state. See, e.g., Minn.Stat. § 302A.155 (2006) (“When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that * * * the corporation has been incorporated * * *.”). A corporation’s legal right to do business in a state is not determined by a court’s subjective analysis, like a claim for piercing the corporate veil. The two illustrations cited by the majority are legal opinions that may imply “fact[s] susceptible of knowledge” to a much greater extent than statements similar to those of PRG’s attorney.1 Therefore, it appears to me that Hoyt Properties has not established the first element of a fraudulent misrepresentation claim.
But even if the first element is actionable, I conclude that as a matter of law, Hoyt Properties cannot meet the fourth element of fraudulent misrepresentation: “that the representation caused the other party to act in reliance thereon.” See Specialized Tours, 392 N.W.2d at 532. I agree with the majority that such reliance must be reasonable, and that to survive a motion for summary judgment, the non-moving party, in this case, Hoyt Proper*325ties, must come forward with facts supporting a conclusion of reasonable reliance. See Nicollet Restoration, Inc. v. City of St. Paul, 533 N.W.2d 845, 848 (Minn.1995). The district court concluded that Hoyt Properties failed to set forth any evidence demonstrating that Steve Hoyt’s reliance was reasonable, and the majority does not cite any facts Hoyt Properties presented that made reliance reasonable. Yet the majority concludes that Hoyt Properties survives PRG’s summary judgment motion on this issue because a determination of whether reliance is reasonable is an issue for the trier of fact. The majority’s conclusion ignores Hoyt Properties’ burden of production, which is to create a genuine issue of material fact by presenting evidence sufficiently probative to permit reasonable persons to draw different conclusions. See DLH, Inc. v. Russ, 566 N.W.2d 60, 71 (Minn.1997).
My review of the record reveals little about the legal basis for Steve Hoyt’s reliance on PRG’s attorney’s statements. In his deposition, Steve Hoyt asserted that “at least in this city * * * I think lawyers are pretty forthright and honest.” He further stated, “I think when somebody asks a question, if the other person chooses to respond, * * * I think they have a duty to tell the truth. * * * [Wjhether that response is a legal opinion or whatever, I think it’s a duty to tell the truth or say nothing.”
We have concluded that in actions where a party attempts to rescind an agreement based on fraud, “the question is whether the representations were of such a character and were made under such circumstances that they were reasonably calculated to deceive, not the average man, but a person of the capacity and experience of the particular individual who was the recipient of the representations. ” Spiess v. Brandt, 230 Minn. 246, 254, 41 N.W.2d 561, 567 (1950) (emphasis added). The record before us reveals that the district court found the following facts with respect to Steve Hoyt:
• he is an attorney who practiced in the area of general business law;
• he is a sophisticated commercial businessman with significant experience, having formed 30 business entities in order to limit liability;
• he is a significant shareholder and board member of Real Estate Trust, a company worth over a billion dollars;
• he has testified as an expert regarding real estate matters;
• he has the legal and business experience necessary to understand the intricacies of corporations, corporate liability, and matters relating to piercing the corporate veil;
• he includes a standard clause in all of his leases stating “Consult Your Attorney: This document has been prepared for approval of your attorney”;
• he testified that he does not rely on the opinions of opposing counsel in business negotiations and regularly retains legal counsel to assist him in his own business practice;
• in this case, he was accompanied by counsel when settlement negotiations occurred before the agreement was signed;
• his counsel did not hear his alleged conversation with PRG’s attorney regarding veil-piercing; and
• he never discussed the alleged conversation with his counsel before granting PRG the release in the settlement agreement.
In light of Steve Hoyt’s extensive legal and business background, his documented practice of relying on his own legal counsel in his business practices, and his standard lease clause advising others to do the *326same, I conclude that on this record, Hoyt Properties fails to establish reasonable reliance on PRG’s attorney’s statements as a matter of law. Steve Hoyt’s bare assertions that “lawyers [in this city] are pretty forthright and honest” and “have a duty to tell the truth” are not legally sufficient to establish a genuine issue of material fact regarding reasonable reliance.2 Therefore, I conclude that Hoyt Properties cannot establish the fourth element of fraudulent misrepresentation.
Finally, I also share the policy concerns of amicus curiae Minnesota Defense Lawyers Association that the majority’s decision will have the adverse effect of discouraging settlement among parties, based on a lack of confidence in the enforceability of settlement agreements. Fewer settlement agreements could create further demands on the court system and also create additional risk and expense for parties in litigation. Further, I am concerned that what the majority has done with its opinion is to design a roadmap with a well-defined exit route for parties who experience remorse after entering into a settlement agreement.
For all the foregoing reasons, I would reverse the court of appeals and reinstate the district court’s summary judgment ruling in favor of appellants.
. I also note that Miller v. Osterlund, the case where we originally held that a misstatement of law is actionable "if it amounts to an implied assertion that facts exist that justify the conclusion of law which is expressed,” provides support for the distinction drawn above, Osterlund concerned a factual context where the defendant alleged that a business entity falsely represented that the entity had legal authority to conduct business in Minnesota. 154 Minn, at 495-96, 191 N.W. at 919. Unlike the case, before us, Osterlund involved a legal opinion that had an objective basis in law and implied facts susceptible of knowledge. See id. at 497, 191 N.W. at 919 ("To say of a foreign insurance company that it has the right to write insurance in Minnesota, conveys the meaning to the average man that the company has complied with the well-known requirements of our laws, and has received the Insurance Commissioner’s license or authority to transact insurance business here.”).
. The majority also cites Spiess, 230 Minn, at 253, 41 N.W.2d at 566, as support for its proposition that "a party can reasonably rely on a representation unless the falsity of the representation is known or obvious to the listener.” In light of Steve Hoyt’s legal and business experience, and the legal standard for a veil-piercing claim, I would conclude that it should have been obvious to Hoyt that PRG’s attorney could not have known whether a veil-piercing claim was viable.