Ramsey County District Court File No. 62-CV-11-10062
Louise A. Behrendt, Stich, Angell, Kreidler, Dodge & Unke, P.A., Minneapolis, Minnesota (for respondent)
Stephen M. Harris, Meyer & Njus, P.A., Minneapolis, Minnesota (for appellant)
Considered and decided by Kalitowski, Presiding Judge; Worke, Judge; and Connolly, Judge.
Appellant Starbound St. Paul Hotel argues that the district court erred in granting summary judgment to respondent Magnum Real Estate Services on its breach-of-contract and promissory-estoppel claims, and in granting respondent's request for attorney fees. We affirm.
Appellant contends that the district court erred by granting respondent's motion for summary judgment on its claim that appellant breached the parties' contract regarding the division of earnest money deposits. We disagree.
"On appeal from summary judgment, we must review the record to determine whether there is any genuine issue of material fact and whether the district court erred in its application of the law." Dahlin v. Kroening, 796 N.W.2d 503, 504-05 (Minn. 2011). "We review a district court's summary judgment decision de novo." Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010) (citation omitted). "On appeal, the reviewing court must view the evidence in the light most favorable to the party against whom judgment was granted." Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993).
Appellant and respondent entered into a listing agreement in which respondent became the exclusive listing agent for the property appellant wanted to sell. The listing agreement provided that, "[i]f [the purchaser of the property] fails to perform and forfeits its earnest money deposit, fifty (50%) percent of the deposit will be paid to [respondent]." Appellant subsequently entered into a purchase agreement with TOTI Development, which provided that TOTI would deposit $20, 000 earnest money in escrow. The purchase agreement was amended four times, and each amendment contained a provision calling for an additional earnest money payment to be made directly to appellant. The sale never took place, and TOTI forfeited all its earnest money. Appellant agrees that respondent is entitled to half of the earnest money paid pursuant to the original purchase agreement. But appellant argues that respondent is not entitled to the earnest money funds given by TOTI to appellant under the amendments because those funds, while called "earnest money, " did not function as such.
Because this summary judgment decision involves interpretation of the listing agreement between appellant and respondent, the threshold inquiry is whether that agreement is ambiguous. "The construction and effect of a contract is . . . a question of law unless the contract is ambiguous." Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003). "A contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more than one interpretation." Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511, 515 (Minn. 1997). "Whether a contract is ambiguous is a question of law that we review de novo." Dykes v. Sukup Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010). We conclude that the listing agreement is not ambiguous. Its plain language provides that appellant will pay respondent 50% of all forfeited earnest money. The contract does not distinguish between earnest money deposited in escrow and earnest money given directly to appellant.
Because the language of the listing agreement is not ambiguous, we review the agreement de novo. Denelsbeck, 666 N.W.2d at 346. "The primary goal of contract interpretation is to determine and enforce the intent of the parties." Travertine Corp. v. Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 2004). "[W]hen a contract is unambiguous, a court gives effect to the parties' intentions as expressed in the four corners of the instrument, and clear, plain, unambiguous terms are conclusive of that intent." Knu ...