Opinion
No. C2-02-1143.
Filed January 28, 2003.
Appeal from the Hennepin County District Court, File No. 0112316
Joseph W. Anthony, Vincent D. Louwagie, Mark D. Wisser, Anthony Ostlund Baer, P.A., (for respondents)
Geoffrey P. Jarpe, David F. Herr, Kai H. Richter, Maslon Edelman Borman Brand, LLP, (for appellants)
Considered and decided by Willis, Presiding Judge, Halbrooks, Judge, and Hudson, Judge
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2002).
UNPUBLISHED OPINION
Appellants challenge the order granting summary judgment to respondents in this contract-interpretation dispute. Because we conclude that the agreement language is unambiguous, the district court erred by considering extrinsic evidence of the parties' intent and by granting summary judgment to respondents. We reverse and remand to the district court to consider respondents' alternative motion to amend their complaint to add a reformation-of-contract claim.
FACTS
Appellant Dufferin Development Company (Dufferin) was a Minnesota corporation owned by Carleton Land Company (Carleton), an affiliate of the publicly owned Canadian conglomerate, Imasco, Limited (Imasco). Respondents (the Seed family) are the heirs of Fred Seed, who died in 1979. During his life, Fred Seed bought large tracts of undeveloped farmland in Hennepin, Anoka, and Dakota counties. Trust agreements were established to provide for Fred Seed's wife, children, and grandchildren. The Seed family has always regarded real-estate development as a long-term investment for the family and the community. The family philosophy is to develop land over time as the Twin Cities metropolitan area expands to meet it. While seeking financial security for the family, the Seed family has also demonstrated a commitment to enhancing local communities, as evidenced by the family's donation of 160 acres to the City of Brooklyn Park for the creation of the Edinburgh USA Championship Golf Course. Dufferin's approach to develop property over a period of years, rather than making quick sales of unimproved lots, was consistent with the Seed family's philosophy.
In 1991, the Seed family sold a parcel of land in Savage to Dufferin. After the closing, Dufferin proposed that the two entities form a joint venture to develop other properties. After two years of negotiations, the parties entered into a partnership agreement in 1993, creating a new entity known as the Dufferin/Seed Partnership (the partnership). Dufferin and the Seed family each own 50% of the partnership. Therefore, according to the corporate-ownership structure, Imasco owned Carleton, which, in turn, owned Dufferin, the 50% partner with the Seed family.
The Dufferin/Seed Partnership later changed its name to Astra/Genstar Partnership and became an LLP.
In addition to creating a partnership agreement, Dufferin and the Seed family created an option agreement, which allowed Dufferin, at its option, to buy more Seed Trust land for development. As protection for the Seed family, both the partnership agreement and the option agreement included a "change in control" provision that permitted the Seed family to withdraw from the partnership under certain circumstances, so long as (1) Dufferin received proper notice and (2) the Seed family paid Dufferin its costs of development and an amount reflecting the enhanced value of the property as of the date of the Seed family's termination notice. The relevant portion of the partnership agreement is section 7.3, which states:
Change of Control of Developer. If there is a change in the direct ownership of 50% or more of the voting and equity interests in Dufferin before the Partnership exercises all of its Options to the Optional Parcels (other than transfers of direct ownership interests in Dufferin to Imasco, Limited, or any entities controlled by Imasco, Limited), Sellers are permitted to repurchase * * * .
____ Article 9.13 of the option agreement uses the identical language concerning "direct ownership," and ends with the statement:
Sellers may terminate the Option Agreement on the balance of all Property still subject to the Option, but not less than all of such Property, by giving notice to buyer within 30 days following Seller's receipt of notice of such change in the ownership of Dufferin.
These provisions were included as a result of the Seed family's interest in being able to extricate itself from its long-term partner should an unwanted ownership change occur.
Over a period of time and after multiple drafts, the language at issue in the agreements changed from "change in shareholder control" to "change in direct ownership."
After 1993, the names of Dufferin, Carleton, and Imasco changed. Later changes in corporate structure occurred. In late 1999 or early 2000, Dufferin, previously a Minnesota corporation, merged into a Delaware limited-liability company. The Seed family was advised of the change but not told that the change was to facilitate a sale. Carleton also changed from a corporation to a Delaware limited-liability company. The Seed family was not informed of that change.
Dufferin became Genstar Land Company, Midwest, LLP. Carleton became Genstar Land Company, LLC. We recognize and acknowledge the changes but for purposes of clarity, the original names of the entities will be used throughout this opinion.
In January 2000, an entity known as British American Tobacco acquired Imasco. In June, appellant Newland-IHP Ventures (Newland) bought 100% of the Carleton stock. Newland is part of a corporate conglomerate controlled by Newland Communities, LLC. Significant investors in Newland are Hunt Realty of Dallas, Texas, and the California Public Employees Retirement System.
The relationship between the parties began to deteriorate, in part due to a change in development philosophy introduced by Newland. One month later, the Seed family notified Newland that the sale of Carleton triggered the change-of-control provision in the partnership agreement. The Seed family subsequently sent formal notice to Newland, terminating the option agreement.
The Seed family moved for summary judgment, arguing that there are no genuine issues of material fact and that the purchase of the Carleton stock was a "change in direct ownership" that triggered the family's right to exercise the buyout provision of the option agreement. In the alternative, the Seed family moved to amend its complaint to add a reformation-of-contract claim. Newland brought a cross-motion for summary judgment.
The district court granted the Seed family's motion for summary judgment and denied Newland's summary-judgment motion. Because the court found the term "direct" to be ambiguous, the court looked outside the four corners of the agreement to determine the intent of the parties. The court found that the parties intended a change in the ownership of Carleton to be a change in the direct ownership of Dufferin. Concluding that there were no genuine issues of material fact, the court found that, because Newland was not part of the original Imasco/Dufferin ownership structure, a change in the direct ownership of Dufferin had occurred that had an effect that was contrary to the original partners' long-term approach to development. As a result, the court found that the Seed family properly exercised its rights under the option agreement. Because of its summary-judgment rulings, the court determined that the Seed family's alternative motion to amend its complaint was moot. This appeal follows.
DECISION
A decision granting summary judgment generally, and issues of contract interpretation specifically, are matters of law subject to de novo review. Mut. Serv. Cas. Ins. Co. v. West Bend Mut. Ins. Co., 599 N.W.2d 585, 587 (Minn.App. 1999), review denied (Minn. Dec. 14, 1999). Summary judgment is appropriate where the pleadings, discovery, and affidavits demonstrate that there is no genuine issue of material fact. Minn.R.Civ.P. 56.03. Summary judgment is inappropriate where terms of a contract are disputed or any of the contract provisions are ambiguous or uncertain. In re Turners Crossroad Dev. Co., 277 N.W.2d 364, 368 (Minn. 1979). In such cases, the district court should give parties an opportunity to present evidence. Id. at 368-69.
Appellants argue that the language of the partnership and option agreements with respect to a change in "direct ownership" is not ambiguous. The question of whether an ambiguity exists is a matter of law. Employers Liability Assur. Corp. v. Morse, 261 Minn. 259, 263, 111 N.W.2d 620, 624 (Minn. 1961). The determination of whether or not a contract is ambiguous must rest on the language alone. See Metro. Sports Comm'n v. General Mills, Inc., 470 N.W.2d 118, 123 (Minn. 1991) (noting that a contract "is ambiguous if it is susceptible to more than one interpretation based on its language alone" (citation omitted)). The Minnesota Supreme Court has stated that
[b]ecause a word has more than one meaning does not mean it is ambiguous. The sense of a word depends on how it is being used; only if more than one meaning applies within that context does ambiguity arise.
Bd. of Regents of Univ. of Minn. v. Royal Ins. Co. of Am., 517 N.W.2d 888, 892 (Minn. 1994). Therefore, when the written language of an agreement, once applied to the subject matter, is clear, the court should not look beyond the wording of the contract to construe its terms. Telex Corp. v. Data Prods. Corp., 271 Minn. 288, 295-96, 135 N.W.2d 681, 686-87 (Minn. 1965). The parol evidence rule does not allow the court to look to "prior or contemporaneous utterances or writings," because
what was said during the negotiations therefor or at the time of its execution must be understood to be superseded by the writing, and so much of what was thus said as is not carried forward into the writing must be deemed to have been waived or abandoned.
Ortendahl v. Bergman, 343 N.W.2d 309, 312 (Minn.App. 1984).
We agree with Newland that the phrase "direct ownership" has one plain, ordinary meaning when read in the context of the agreements. The American Heritage College Dictionary (3d ed. 2000), defines the word "direct" as "[h]aving no intervening persons, conditions, or agencies; immediate." In a case interpreting the language of a contract, this court has relied on the meaning of the word "direct" in Black's Law Dictionary (6th ed. 1990), which defines the word "direct" as
[i]mmediate; proximate, by the shortest course; without circuity; operating by an immediate connection or relation, instead of operating through a medium; the opposite of indirect.
(Of a thing) straight; undeviating 2. (Of a thing or a person) straightforward 3. Free from extraneous influence, immediate 4. Of or relating to passing in a straight line of descent, as distinguished from a collateral line 5. (Of a political action) effected by the public immediately, not through representatives. Black's Law Dictionary 471 (7th ed. 1999).
Krogness v. Best Buy, 524 N.W.2d 282, 286 (Minn.App. 1994) (holding that within the context of the agreement, direct could only mean one thing), review denied (Minn. Jan. 25, 1995); see also In re Trust of Warner, 263 Minn. 449, 452, 117 N.W.2d 224, 227 (1962) (noting in discussion of facts that a trust holding stock in the parent company does not hold stock of the subsidiary directly).
While we do not intend to suggest that the word "direct" always has one fixed meaning, Krogness is instructive because in applying the Black's Law Dictionary definition to the agreement here, the word "direct," when placed before the word "ownership," serves to limit the type of occurrence that would trigger the option. See Krogness, 524 N.W.2d at 286. In contrast, adopting any other meaning, specifically the meaning urged by the Seed family, would broaden the meaning of the agreement, and as a result, would render the term "direct" superfluous.
In Minnesota, "a contract must be interpreted in a way that gives all of its provisions meaning." Current Tech. Concepts, Inc. v. Irie Enters., Inc., 530 N.W.2d 539, 543 (Minn. 1995). Moreover, in interpreting a contract, it is a cardinal rule of construction that "the parties intended the language used by them to have some effect," and a reviewing court must, therefore, avoid any interpretation that would "render a provision meaningless." Indep. Sch. Dist. No. 877 v. Loberg Plumbing Heating, 123 N.W.2d 793, 799-800 (Minn. 1963) (citation omitted). The Seed family urges, and the district court accepted the interpretation, that the word "direct" "bestow[s] on the phrase `direct ownership' the sense of control within the Imasco family of companies." Given that the plain meaning of the word "direct," found in Black's Law Dictionary, includes the definition "the opposite of indirect," the interpretation followed by the district court renders the word "direct" meaningless because "within the Imasco family of companies" would include indirect owners. Therefore, the meaning of the word "direct" urged by the Seed family and adopted by the district court cannot be an option within the context of the agreement. Because the language when read in context is unambiguous, we will not look beyond the agreements. See Telex Corp., 271 Minn. at 295-96, 135 N.W.2d at 686-87 (concluding that when the written language of an agreement, once applied to the subject matter, is clear, the court should not look beyond the wording of the contract to construe its terms).
Moreover, under Minnesota statutes governing corporations and limited-liability companies,
"[o]wnership interests" means shares in the case of a corporation or foreign corporation and membership interests in the case of a domestic or foreign limited liability company.
Minn. Stat. § 302A.011, subd. 58, 322B.03, subd. 36 (2002) (defining ownership interest as "membership interest in the case of a limited liability company and shares in the case of a corporation."). Evidence shows that in June 2000, Newland acquired 100% of the membership interests in Carleton. Carleton continued to hold 100% of the membership interests in Dufferin. The question before the court is whether "there is a change in the direct ownership of 50% or more of the voting and equity interests in Dufferin." Such a change would trigger the option agreement in the parties' contract. But in applying the statutory definition to the business acquisition, no change in the direct ownership of Dufferin occurred because there was no change in the owner of Dufferin's "membership interests." Both parties had experienced attorneys representing them throughout their contract negotiations. Although the contract may have been better crafted to effectuate the intentions of the parties, we hold that within the context of this contract, the language of the option contract can have only one meaning.
It is well recognized that a court will not resort to construction where the intent of the parties is expressed in clear and unambiguous language * * * in the absence of fraud or other grounds affecting enforcement according to its terms.
Wurdemann v. Hjelm, 257 Minn. 450, 459, 102 N.W.2d 811, 817 (Minn. 1960). Although we conclude that the contract language is unambiguous, the record reflects possible grounds for reformation of the contract. Because the district court did not reach that issue and it was properly preserved on appeal, a remand for that determination is appropriate.