Opinion
No. C7-01-1838.
Filed May 14, 2002.
Appeal from the District Court, Hennepin County, File No. CJ014958.
Scott R. Carlson, Benjamin R. Skjold, Duckson Carlson, LLC, (for appellant)
Richard M. Carlson, Morris Carlson Hoelscher, P.A., (for respondents)
Considered and decided by Anderson, Presiding Judge, Harten, Judge, and Stoneburner, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2000).
UNPUBLISHED OPINION
On April 11, 2001, appellant filed individual confessions of judgment in the amount of $25,000 signed by each respondent and a judgment was entered against each respondent in that amount. On May 17, 2001, respondents filed a motion to vacate the judgments pursuant to Minn.R.Civ.P. 60.02. The district court granted the motion to vacate. Because we conclude the district court properly vacated the judgments, we affirm.
FACTS
In June 2000, appellant American Summit Lending Corporation (appellant) hired Jeremy Ewing and Justin Olson as loan originators. Brook Hill was hired for the same position in September 2000. Respondents claim they were required to sign certain documents after they were hired, but before they started training. These documents consisted of (1) an "Agreement to Receive Loan Originator Training" (training agreement); (2) a "Key Employee Confidentiality and Restrictive Covenant Agreement" (key employee agreement); and (3) a "Confession of Judgment" (confession).
The training agreement contains a few introductory paragraphs followed by ten numbered paragraphs. The document addresses the value of the training to be received, a non-compete agreement, and the fact that the obligations in the agreement are guaranteed by the confessions. Paragraph one states that if the employee voluntarily leaves appellant's employment, the employee must immediately pay the company $25,000. Paragraph four states that if the employee discloses confidential or trade-secret information, the employee must reimburse appellant $25,000 for the value of the training. Paragraph two is a non-compete clause with a duration of two years and a geographic scope measured by appellant's presence or lack thereof in a state.
The key employee agreement contains recitals and several provisions including an article dealing with a restrictive covenant.
The confession references the training agreement and states that noncompliance with the training agreement shall result in judgment being entered in the amount of $25,000. While paragraph one of the confession specifically references the training agreement, it does not reference any portion of the non-compete clause contained in the training agreement.
On February 26, 2001, respondents, along with other employees, met with Craig Nester, appellant's vice-president. The district court found that Nester offered to waive the "$25,000 judgment" if respondents quit. However, the district court also found that the parties had differing interpretations of Nester's offer.
Respondents allege that this waiver meant that the restrictive covenants and all of the associated documents would not be enforced if they terminated their employment. Appellant alleges that it was never Nester's intent to "rip up" all of the documents or to waive the $25,000 confessions in every circumstance. Nester claims that he was only waiving the training-agreement provision in paragraph one, which stated respondents would be responsible for the confessions if they did not work a full 12-month period for appellant. Nester further claims that he made it clear that the non-compete provision would still be enforced. Because we base our decision on other grounds, it is unnecessary to decide what Nester's actions or comments meant in connection with the specific case now before this court.
Appellant prepared a voluntary resignation letter, which respondents signed on their last day. The letter states:
I understand that by agreeing to voluntarily resign my position as Loan Originator, American Summit will waive the repayment amount in the Agreement to Receive Loan Originator Training I signed * * * .
The district court, relying on its own contractual interpretation and a waiver analysis, vacated the judgments. This appeal followed.
DECISION I.
Appellant argues that the district court lacked subject matter jurisdiction to vacate the confessions of judgment. Existence of subject matter jurisdiction is a question of law reviewed de novo. Nhbrhd. Sch. Coalition v. Indep. Sch. Dist. No. 279, 484 N.W.2d 440, 441 (Minn.App. 1992), review denied (Minn. June 30, 1992).
Appellant provides general authority regarding subject matter jurisdiction and the commencement of litigation. Appellant provides no authority supporting its argument that the district court was divested of jurisdiction merely because the money judgments were the result of confessions of judgment as opposed to money judgments resulting from other circumstances. Assignment of error in a brief based on mere assertions and not supported by argument or authority is waived unless prejudicial error is obvious on mere inspection. State v. Modern Recycling, Inc., 558 N.W.2d 770, 772 (Minn.App. 1997). We conclude that appellant has waived this argument.
II.
"Where the intention of the parties can be determined wholly from the writing, the construction of the instrument is a question of law for the court to resolve." Wolfson v. City of St. Paul, 535 N.W.2d 384, 386 (Minn.App. 1995) (citing Empire State Bank v. Devereaux, 402 N.W.2d 584, 587 (Minn.App. 1987)), review denied (Minn. Sept. 28, 1995). "This court is not required to defer to the trial court's findings"; the construction and effect of an unambiguous contract are questions of law that we review de novo. Id.
The district court found that the documents signed at the start of respondents' employment were unambiguous. But it also considered evidence produced by respondents that the confessions had been waived.
Language in a contract should be given its "plain and ordinary meaning." Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 67 (Minn. 1979) (citations omitted). If the words of a contract are clear and unambiguous, this court cannot go beyond the language of the contract in interpreting it. See Telex Corp. v. Data Prods. Corp., 271 Minn. 288, 295, 135 N.W.2d 681, 686-87 (1965) (if a contract is clear, "it is neither necessary nor proper in construing it to go beyond the wording of the instrument itself").
The letters of voluntary resignation, prepared by appellant and signed by respondents at the end of their employment, waived the confessions. These documents stated that if respondents voluntarily agreed to resign their positions, appellant would waive the repayment amount in the training agreement. The language of the voluntary resignation letter is clear and unambiguous and such language should be given its plain and ordinary meaning. Turner, 276 N.W.2d at 67. Appellant's argument that the repayment amount would not be waived if respondents sought employment elsewhere in violation of the non-compete provision is not supported by a plain reading of the clear language in the voluntary resignation letter appellant drafted for respondents to sign.
Because the district court properly vacated the judgments, although on other grounds, we affirm. Myers v. Price, 463 N.W.2d 773, 775 (Minn.App. 1990) (holding that this court will affirm district court's judgment if it can be sustained on any grounds), review denied (Minn. Feb. 4, 1991). While the district court concentrated on the documents signed at the beginning of employment, we hold that the voluntary resignation, signed by each respondent and produced and prepared by appellant, waived appellant's right to a confession of judgment in exchange for respondents' agreement to terminate their employment.