Opinion
No. CO-95-2576.
Filed June 25, 1996.
James P. Larkin, (for Respondent)
Jerre A. Miller, Wynn Curtiss, (for Appellant)
Considered and decided by Norton, Presiding Judge, Peterson, Judge, and Amundson, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (1994)
Unpublished Opinion
Gene Tomlinson argues the district court erred in holding that an assignment of a partial interest in a real estate partnership can be enforced under a written settlement agreement. We affirm.
Facts
Appellant W.E. "Gene" Tomlinson and defendant William Levering hired respondent Ralph D. Martinson Assoc., Inc. to provide consulting services for a real estate development. The parties signed a consulting agreement.
About a year later, the parties signed an amended consulting agreement. Tomlinson and Levering also both signed promissory notes for the fees owed to Martinson under the first agreement. As security for the promissory notes and for the fees that would be due under the amended consulting agreement, Levering gave Martinson a mortgage on two parcels of land and Tomlinson assigned Martinson 40% of his interest in Plymouth Development Company (PDC).
Although Levering later gave the mortgaged land to Martinson and Tomlinson paid Martinson 40% of the distributions he received from PDC, these payments were insufficient to pay all the fees owed to Martinson. Martinson sued to recover the unpaid fees. Levering and Tomlinson agreed that each of them would pay Martinson $12,500 to settle the case. The parties signed a settlement agreement that provided:
Ralph D. Martinson Assoc., Inc. and Ralph D. Martinson and W. E. (Gene) Tomlinson, hereby release each other from all claims of any kind or nature arising out of the subject matter of this suit except claims for enforcement of this agreement and of assignments previously made. Tomlinson paid Martinson $12,500.
Seven years later, PDC sold real estate it owned and distributed the proceeds to its partners. When Martinson asked for 40% of Tomlinson's share of the distribution, Tomlinson refused to pay. Tomlinson claimed the parties did not intend for him to do anything more than pay $12,500 to settle the case and that the assignment language in the settlement agreement was ambiguous and could not be enforced against him. The district court found that the settlement agreement was unambiguous and ordered Tomlinson to pay Martinson its share of the PDC distribution pursuant to the prior assignment.
Decision
The purpose of contract interpretation is to give effect to the intent of the parties. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979). "'[T]he construction of a writing which is unambiguous is for the court."' Hunt v. IBM Mid Am. Employees Fed. Credit Union, 384 N.W.2d 853, 856 (Minn. 1986) (quoting Rooney v. Dayton-Hudson Corp., 310 Minn. 256, 262 n. 2, 246 N.W.2d 170, 173 n. 2 (1976)). When contract language is ambiguous, however, construction is "a question of fact unless the evidence is conclusive." Empire State Bank v. Devereaux, 402 N.W.2d 584, 587 (Minn.App. 1987). Whether a contract is ambiguous is a question of law. Fena v. Wickstrom, 348 N.W.2d 389, 390 (Minn.App. 1984). We need not defer to a district court's decision on a question of law. Frost-Benco Elec. Ass'n v. Minnesota Pub. Utils. Comm'n, 358 N.W.2d 639, 642 (Minn. 1994).
The settlement agreement here released the parties from all claims "except claims for enforcement of this agreement and of assignments previously made." This language unambiguously gave Martinson the right to enforce the settlement and any assignment made before the settlement. Tomlinson assigned the PDC interest to Martinson before the settlement. Accordingly, Tomlinson's assignment of the PDC interest to Martinson was enforceable under the settlement agreement, and Tomlinson must pay Martinson its share of the PDC distribution pursuant to the assignment.
Because the settlement agreement is unambiguous, we cannot consider any of the extrinsic evidence submitted by the parties to interpret its provisions. See Empire State Bank, 402 N.W.2d at 587 (court may consider extrinsic evidence only to interpret ambiguous contract).