Two associate justices were elected in this race.
Atwater was an attorney, newspaper publisher, and member of the Board of Regents of the University of Minnesota from Saint Anthony. Atwater resigned effective July 1, 1864 to move to the Nevada Territory. Governor Stephen Miller appointed Third Judicial District Judge Thomas Wilson of Winona to fill the vacancy.
Flandrau was an attorney from Traverse des Sioux, former territorial Representative (HD 10, 1856-1857), and sitting appointed judge on the Minnesota Territorial Supreme Court (1857-1858); Flandrau resigned effective July 1, 1864 to move to the Nevada Territory. Governor Stephen Miller appointed First Judicial District Judge Samuel McMillan of St. Paul to fill the vacancy.
Berry was an attorney from Faribault, Territorial Representative (HD 08, 1857), eventual state Senator (SD 08, 1863-1865) and state Supreme Court Associate Justice (1865-1887).
Billings was a member of the Minnesota constitutional convention and attorney from Spring Valley who would later serve as the Fillmore County Clerk of Court.