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Trebelhorn v. Agrawal

Court of Appeals of Minnesota

November 20, 2017

Scott Trebelhorn, d/b/a Trebelhorn & Associates, Appellant,
v.
Abhishek Agrawal, Respondent, RTS Financial Group, LLC, Respondent.

         Sibley County District Court File No. 72-CV-15-112

          Christopher J. Heinze, Anthony D. Johnson, Kirsten J. Libby, Libby Law Office, P.A., St. Paul, Minnesota (for appellant)

          Brian W. Rude, Minneapolis, Minnesota (for respondent Abhishek Agrawal)

          Zachary J. Crain, Nilan Johnson Lewis, P.A., Minneapolis, Minnesota (for respondent RTS Financial Group, LLC)

          Considered and decided by Florey, Presiding Judge; Rodenberg, Judge; and Bratvold, Judge.

         SYLLABUS

         The four-year statute of limitations in Article II of the Uniform Commercial Code (UCC) applies to claims arising from a sale-of-goods transaction styled as a suit on an account stated.

          OPINION

          RODENBERG, Judge

         Appellant Scott Trebelhorn, d/b/a Trebelhorn & Associates, appeals from the district court's grant of summary judgment dismissing his claims against respondents Abhishek Agrawal (Agrawal) and RTS Financial Group, LLC (RTS). He argues that (1) the Supply Agreement signed by the parties is ambiguous concerning whether Agrawal is a party to it; (2) his account-stated claim is subject to a six-year, not a four-year, statute of limitations; and (3) the district court erred in granting summary judgment to RTS based on its summary disposition of the claims against respondent Agrawal. We affirm.

         FACTS

         On December 15, 2006, Agrawal signed a written Credit Application and Personal Guarantee Form (Credit Application). The Credit Application authorized appellant to obtain credit information on Agrawal and obligated Agrawal to pay "all outstanding obligations" resulting from appellant's extension of credit.

         Two weeks later, on December 29, 2006, appellant and "Abhishek Agrawal d/b/a AKSK Financial Corp d/b/a BP/Super Stop & Wash" (referred to as "Dealer" throughout the agreement) signed a written "Supply Agreement." Under the Supply Agreement, appellant agreed to deliver petroleum products to Agrawal's gasoline station in Belle Plaine. The Supply Agreement contained terms regarding volume and pricing, and a merger clause stating, "This document and any attachments comprise the entire agreement between the parties and there are no oral or written agreements, pertaining to the sale of any product which is the subject matter of this Agreement, superseding this Agreement." Section 6(b) of the Supply Agreement stated that "[e]ach of the individuals signing on behalf of Dealer shall be jointly, severally and personally liable for all financial obligations of Dealer hereunder." The Supply Agreement was signed by "Dealer-Abhishek Agrawal" and "Jobber-Scott Trebelhorn."

         After the Supply Agreement was signed, appellant sold petroleum to Agrawal. In April 2010, appellant delivered three shipments of petroleum. Agrawal sold the fuel at his gas station, but did not pay for it as agreed. On May 14, 2010, appellant, by mail, sent Agrawal a notice of default of the Supply Agreement. Appellant also hired RTS to collect the outstanding balance of $58, 630.30 from AKSK Financial Corp. (AKSK). RTS negotiated a settlement with AKSK whereby AKSK was to pay $34, 000 to release the claims against it. Agrawal signed the written settlement agreement on behalf of AKSK. The agreement provided that appellant would "no longer hold AKSK Financial Corp. liable for additional amounts, but reserves its right of recourse against the guarantor." RTS also sent Agrawal a letter stating that RTS would not further pursue Agrawal or AKSK regarding these claims.

         Appellant sued Agrawal on December 26, 2014, asserting claims for breach of contract, account stated, and promissory estoppel/unjust enrichment. Appellant also sued RTS for breach of contract, alleging that RTS breached its agreement with appellant by communicating with Agrawal while negotiating with AKSK.

         On July 1, 2016, Agrawal moved for summary judgment, arguing that appellant's claims against him were barred by the statute of limitations. The district court granted Agrawal's motion. In its order, the district court found that the Supply Agreement unambiguously provided that Agrawal is a party to it and that claims arising under the agreement are governed by the UCC's four-year statute of limitations, which had expired by the time the summons and complaint was served on Agrawal. The district court held that appellant could not sue Agrawal under the Credit Application because that agreement was superseded by the Supply Agreement's merger clause, and that appellant's account-stated claim, like the Supply Agreement, is subject to the UCC's four-year statute of limitations.

         On October 13, 2016, appellant filed a notice of appeal from the district court's summary dismissal of his claims against Agrawal. RTS then moved for summary judgment on October 17, 2016, arguing that appellant had not produced any evidence of damages in his claim against RTS. On November 4, 2016, appellant responded to RTS's motion for summary judgment, seeking to reserve arguments on the motion while his appeal against Agrawal was pending. We dismissed appellant's appeal from the partial judgment pending final resolution of appellant's ...


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