Filed August 13, 2002.
Appeal from the District Court, Hennepin County, File No. 00-2147.
Timothy J. Hassett, Janet A. Newburg, (for appellant)
David B. Morse, (for respondents)
Considered and decided by Kalitowski, Presiding Judge, Lansing, Judge, and Anderson, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2000).
Appellant attempted to exercise an option to purchase property in Rochester from respondent Sui Generis Development Company, a wholly owned subsidiary of respondent Delta Dental Plan of Minnesota. Sui Generis failed to complete the sale; appellant brought suit seeking specific performance and respondents counterclaimed. The district court, following a bench trial, concluded that appellant had breached the contract between the parties and that a provision of the contract, a five percent rental surcharge, was not illegal. Appellant did not move for a new trial or amended findings of fact and conclusions of law. Because the district court's interpretation of the contract, though erroneous, led the district court to the correct conclusion regarding the parties' contractual obligations, and because our review of other conclusions reached by the district court is limited by appellant's failure to move for a new trial or amended findings of fact and conclusions of law, we affirm.
FACTS A. Introduction
Delta Dental Plan of Minnesota (Delta) is a corporation that sells and administers dental benefits on a contract basis to employee groups, governmental units, and labor unions. Because Delta was experiencing problems in finding service providers in Rochester in 1995, Delta contacted dentist Dr. Ted Erickson (Erickson) to assist in providing dental services in Rochester. Negotiations between Delta and Erickson centered on the construction by Delta of a dental clinic in Rochester (clinic/property) and delivery of dental services by Erickson pursuant to a provider agreement.
Delta formed a wholly owned subsidiary, Sui Generis, to purchase, construct, and equip the property. Sui Generis was also to be the landlord for the property. Delta and Sui Generis are respondents here.
Erickson formed two different companies: Alpha Real Estate Company (Alpha), which leased the property from Sui Generis, and Apollo Dental, which in turn, leased the property from Alpha. Apollo also entered into a provider agreement with Delta and was responsible for the day-to-day operations of the dental clinic. Alpha is the only appellant here.
B. Contractual Interpretation Findings and Conclusions
In 1995, the parties entered into lengthy negotiations concerning the dental clinic, rental amount, lease term, and provisions for care of patients covered under Delta contracts. These negotiations culminated in a letter agreement dated August 4, 1995 (1995 Agreement).
Although the agreement is dated August 4, 1995, there is no date next to the signature block and the signatures are not notarized. Appellant claims respondents' representative did not sign this agreement until after this litigation began.
The 1995 Agreement purports to delineate the agreements of the parties as to the purchase, rental, and operation of the clinic. The 1995 Agreement states that a lease (1995 Lease) was contemporaneously executed, although the 1995 Lease does not appear to have actually been executed at the same time. The 1995 Agreement contains a five percent rental surcharge, which states that if, in any one year during the first ten years of the 1995 Lease, the adjusted cash receipts exceed a benchmark of $1 million, Alpha would pay Sui Generis additional rent for that particular year equal to five percent of those adjusted cash receipts. The 1995 Agreement granted Erickson an option to purchase the property and allowed for the expansion of the clinic by Delta. Finally, if Alpha or Erickson purchased the property, the five percent rental surcharge would continue for the remainder of the ten-year lease (survival clause). The survival clause was supported by additional language, which stated:
In the event of exercise by Erickson of his option to purchase the real estate which is the subject matter of the lease, the right of Erickson to exercise said option shall be contingent upon the execution of an agreement satisfactory to Delta which provides for * * * the continued payment of the five percent rental surcharge * * * as reimbursement for the risk assumed by Delta under this agreement and also as a partial contribution to defraying Delta's cost of marketing products in the Rochester area so as to provide a satisfactory volume of patients for the Rochester, Minnesota clinic which is the subject matter of this agreement.
Erickson, as well as other partners not involved with this appeal, personally guaranteed the 1995 Agreement.
The district court found that changes were made to the 1995 Agreement so that it would conform to a draft lease, which eventually became the 1995 Lease. The 1995 Lease was signed by Erickson on September 26, 1995, and by Delta's representative, Michael Walsh, on October 12, 1995.
The 1995 Lease stated:
Upon Tenant's achievement of Gross Receipts per calendar year of $1,000,000 ("Benchmark"), Tenant shall pay as Additional Rent an amount equal to five percent of all Gross Receipts ("Percentage Rent") for a period of ten successive years. "Gross Receipts" shall have the same meaning as "Adjusted Cash Receipts" as that term is defined in the  Agreement.
The 1995 Lease contained a merger clause stating that
all preliminary and contemporaneous negotiations are merged into and incorporated in this Lease Agreement. This Lease Agreement contains the entire agreement between the parties and shall not be modified or amended in any manner except by an instrument in writing executed by the parties hereto.
The 1995 Lease was eventually replaced by another lease (1997 Lease) that was drafted to reflect final construction of the clinic. The 1997 Lease was signed by Erickson on May 28, 1997 and by a Delta representative on June 3, 1997. Alpha attempted to exercise its buy-out option on August 3, 1999. Delta refused to convey the property unless Alpha agreed that the five percent rental surcharge would survive the buy-out. Alpha then brought a specific performance action and respondents counterclaimed; a bench trial ensued.
The district court found that "neither the 1995 Lease nor the 1997 Lease provided for the extension of the [five percent rental surcharge] if Erickson exercised his option to purchase" and that such omission was due to "mistake, inadvertence, or a scrivner's [sic] error." The district court also found that neither the 1995 nor the 1997 Lease addressed clinic expansion, but that the 1995 Agreement did.
The district court analyzed the parties' documents by addressing integration, ambiguity, and survival of the five percent rental surcharge. In its memorandum of law, the district court concluded that although the 1995 and 1997 leases both contained merger clauses, the facts and circumstances surrounding formation of the leases created an ambiguity that "belie[d] the integrity of the 1997 Lease and the plain meaning of the merger clause."
The district court, focusing on the language in the 1995 Agreement, concluded the 1995 Agreement and the 1997 Lease must be read together, because the survival clause did not appear in the 1997 Lease. The court then reviewed the parties' conduct, including the expansion of the clinic by respondents, and held that such conduct indicated that the parties believed the 1995 Agreement was still binding after the signing of the leases. The district court concluded the five percent rental surcharge "as represented in Paragraphs 3 and 8 of the 1995 Agreement survives the closing of the option to purchase."
C. Legality of Five Percent Rental Surcharge
At trial, appellant challenged the legality of the five percent rental surcharge under both state and federal law. The district court found that: (1) there was no evidence of patient referrals by respondents; (2) the five percent rental surcharge was intended as a reimbursement for risk; (3) Delta marketed its products on behalf of the clinic in several ways, including by transferring patients from other providers to the clinic; (4) there was no evidence that any of the parties knowingly violated the law or intended to violate the law; (5) Delta did not solicit, and Alpha or Erickson did not offer to pay, any remuneration for referrals; and (6) there was no evidence at trial that the five percent surcharge would cause the rent for the property to be significantly above the fair-market value for rental of the property.
The district court concluded that none of the parties possessed the requisite mens rea or intent necessary to violate the federal anti-kickback statute, 42 U.S.C. § 1320a-7b(b) (1994 Supp. V 1999), or state conflict-of-interest statute, Minn. Stat. § 62J.23 (2000), cited by appellant. Furthermore, the district court held that federal courts have allowed defendants to invoke a good-faith defense when subjected to prosecution for violation of the federal anti-kickback statute. See United States v. Jain, 93 F.3d 436, 440-41 (8th Cir. 1996). Because Delta did not intend to receive monies for referrals, the district court rejected appellant's argument that the five percent rental surcharge violated state or federal law.
The district court also addressed Minn. Stat. § 150A.11, subd. 4 (2000), which prohibits fee splitting with those who refer patients to a dentist. Because the district court found that Delta neither referred patients nor possessed the requisite intent, the district court concluded that there was no violation of Minn. Stat. § 150A.11, subd. 4.
D. District Court's Conclusions of Law
The district court concluded that the five percent rental surcharge survived Erickson's exercise of the buy-out option and continues until 2005. It also concluded that Alpha owed Delta the five percent rental surcharge for 1998 and 1999, and that Alpha must produce information and allow audits so that the surcharge could be calculated in future years. Finally, the district court concluded that the rental surcharge did not violate federal or state law. Appellant did not move for a new trial or for amended findings. This appeal followed.
Respondents argue this court may not address appellant's alleged errors of law because they are outside our scope of review. "The scope of review * * * determines which matters raised in the [district] court are properly before the appellate court on a particular appeal." David F. Herr Mary R. Vasaly, Appellate Practice in Minnesota: A Decade of Experience With the Court of Appeals, 19 Wm. Mitchell L.Rev. 613, 618-19 (1993); see also Novack v. N.W. Airlines, Inc., 525 N.W.2d 592, 596-97 (Minn.App. 1995) (applying the Sauter/Gruenhagen rule).
Normally on appeal from a judgment where no motion for a new trial was made, "the only questions for review are whether the evidence sustains the findings of fact and whether such findings sustain the conclusions of law and the judgment." Gruenhagen v. Larson, 310 Minn. 454, 458, 246 N.W.2d 565, 569 (1976) (citations omitted). "A post-trial motion for a new trial * * * raising individual errors allegedly occurring at trial is a prerequisite to appellate review of those errors." Sauter v. Wasemiller, 389 N.W.2d 200, 201 (Minn. 1986).
Although this court has used a "question-of-law exception" to the Sauter rule in the past, this practice was squarely criticized and overruled by the supreme court in Tyroll v. Private Label Chems., Inc., 505 N.W.2d 54 (Minn. 1993). The supreme court there held that
[w]ith a little ingenuity, most questions can be converted into so-called "questions of law"; if the exception were to be allowed, it would soon swallow up Sauter. Nor would orderly appellate review be served if appealability of an issue degenerated into debates over what was a question of law. We adhere to Sauter and the policy reasons therein stated, and contrary decisions of the court of appeals are overruled.
Id. at 57.
In Tyroll, the issue was whether the defendant was entitled to a new jury trial. Id. at 56. The supreme court distinguished the jury-trial issue from a "routine" question of law, holding that the "right to a jury trial is sui generis," a constitutionally guaranteed right. Id. at 57. The Tyroll court specifically held that simply because an issue may be framed as a question of law does not give an appellate court the authority to bypass the Sauter rule. Id. These principles have been applied in Novack and control here.
Novack, 525 N.W.2d at 597.
Because appellants' statutory interpretation question does not involve a " sui generis" right and because appellants failed to move for a new trial, we conclude that, under Gruenhagen-Sauter, "the only questions for review are whether the evidence sustains the findings of fact and whether such findings sustain the conclusions of law and the judgment." Gruenhagen, 310 Minn. at 458, 246 N.W.2d at 569.
Because appellant's challenges involve issues of contractual interpretation and statutory interpretation, which do not involve "sui generis" rights, and because appellant failed to move for a new trial, under Gruenhagen, Sauter, Tyroll, and Novack, "the only questions for review are whether the evidence sustains the findings of fact and whether such findings sustain the conclusions of law and the judgment." Gruenhagen, 310 Minn. at 458, 246 N.W.2d at 569.
Appellant advances several arguments concerning the district court's contractual interpretation. Appellant claims that: (1) the 1997 Lease is clear and unambiguous and represents the parties' entire agreement; (2) the district court erred by finding that the 1995 Agreement is a binding contract because there is no evidence that it was signed or delivered to appellant until after the litigation began; (3) a unilateral mistake is not a proper ground to reform a contract; (4) the 1995 Agreement and the 1997 Lease are irreconcilable; and (5) the district court erred as a matter of law because it did not adhere to established the rules of contractual interpretation. Appellant essentially argues that the district court erred by using extrinsic evidence to conclude that the survival clause remained intact after the signing of the 1995 Lease.
A. Extrinsic/Parol Evidence (the 1995 Agreement) 1. Ambiguity
The general rule is that a court may not consider extrinsic evidence to interpret a contract unless a contract is ambiguous. See Am. Commerce Ins. Brokers, Inc. v. Minn. Mut. Fire Cas. Co., 551 N.W.2d 224, 227-28 (Minn. 1996) (stating that if contract language is not ambiguous, "the court is bound to attribute the usual and accepted meaning" to the language). In certain situations, however, we may examine extrinsic evidence even if a contract is not ambiguous on its face. See Anderson v. Kammeier, 262 N.W.2d 366, 370 n. 2 (Minn. 1977) (noting that, for purposes of determining whether a contract has been integrated, court may examine extrinsic evidence).
Here, the district court found that the facts and circumstances of the case revealed an ambiguity in the 1997 Lease. But extrinsic evidence cannot be used to create an ambiguity; the ambiguity must be in the contract itself. Kenko, Inc. v. Lowry Hill Constr. Co., 392 N.W.2d 18, 20 (Minn.App. 1986), review denied (Minn. Oct. 22, 1986); see also Metro. Sports Facilities Comm'n v. Gen. Mills, Inc., 470 N.W.2d 118, 123 (Minn. 1991) ("A contract is ambiguous if it is susceptible to more than one interpretation based on its language alone." (citation omitted)); Trondson v. Janikula, 458 N.W.2d 679, 681 (Minn. 1990) ("Ambiguity exists when the language of a written document, by itself, is reasonably susceptible to more than one meaning." (citation omitted)).
The 1997 Lease is not ambiguous because the simple omission of a term such as the survival clause does not make a contract reasonably susceptible to more than one meaning. See Republic Nat'l Life Ins. Co. v. Lorraine Realty Corp., 279 N.W.2d 349, 355 (Minn. 1979) (omission of term from written agreement indicates that parties intended agreement consistent with that omission).
The Gruenhagenscope of review only allows this court to consider whether the evidence supports the findings and whether those findings support the district court's conclusions of law. Here, the evidence does not support the district court's finding that the 1997 Lease was ambiguous because the court looked outside the 1997 Lease and found ambiguity after examining extrinsic evidence. Because the evidence here, the 1997 Lease, is not facially ambiguous, the district court's findings and conclusions concerning ambiguity were clearly erroneous. But the district court's use of extrinsic evidence to find that the survival clause outlived the execution of the 1997 Lease can be affirmed on grounds other than ambiguity.
We may affirm the district court on grounds other than those cited by the parties on appeal. See Louis v. Louis, 636 N.W.2d 314, 316 (Minn. 2001) (supreme court affirming court of appeals on different grounds from those stated by court of appeals). We conclude that the district court was justified in using extrinsic evidence, not to determine whether ambiguity existed, but to determine whether the 1997 Lease was fully integrated.
The question of whether a contract fully integrates the parties' agreement is a legal question for the district court. Apple Valley Red-E-Mix, Inc. v. Mills-Winfield Eng'g Sales, Inc., 436 N.W.2d 121, 123 (Minn.App. 1989), review denied (Minn. Apr. 26, 1989). Questions of law are reviewed de novo by this court. Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511, 515 (Minn. 1997). The district court's findings of fact will not be set aside unless they are clearly erroneous. Minn.R.Civ.P. 52.01. These standards of review, however, must be read in conjunction with the Gruenhagen scope of review.
Where a contract completely integrates the parties' agreement, the parol evidence rule excludes evidence of all prior or contemporaneous agreements within the scope of the contract. Stromberg v. Smith, 423 N.W.2d 107, 109 (Minn.App. 1988). But "a court need not make a preliminary determination that the language [of the contract] is ambiguous to permit parol evidence for the purpose of interpreting an integration." Anderson, 262 N.W.2d at 370 n. 2. When deciding if a contract is fully integrated, the district court determines, in essence, whether the contract is incomplete or missing essential terms. Apple Valley Red-E-Mix, 436 N.W.2d at 123-24.
Furthermore, the determination of whether the written document is a complete and accurate "integration" of the terms of the contract is not made solely by an inspection of the writing itself, important as that is, for the writing must be read in light of the situation of the parties, the subject matter and purposes of the transaction, and like attendant circumstances. It is a common-sense reading.
If it is claimed that a consistent additional term was omitted from an integrated agreement and the omission seems natural in the circumstances, it is not necessary to consider further the questions whether the agreement is completely integrated and whether the omitted term is within its scope, although factual questions may remain. This situation is especially likely to arise when the writing is in a standardized form which does not lend itself to the insertion of additional terms. * * * Leases and conveyances are also often in a standard form which leads naturally to the omission of terms which are not standard. These examples are not exclusive. Moreover, there is no rule or policy penalizing a party merely because his mode of agreement does not seem natural to others. Even though the omission does not seem natural, evidence of the consistent additional terms is admissible unless the court finds that the writing was intended as a complete and exclusive statement of the terms of the agreement. Id. at 225 n. 2, 200 N.W.2d at 162 n. 2 (quotation omitted) (emphases added).
The parties negotiated a lease with significant boilerplate language and the district court allowed introduction of parol evidence, the 1995 Agreement, to prove a consistent additional term, namely the contents of the survival clause. Furthermore, the parties entered into several key agreements to encompass the complete transaction and business relationship. The supreme court has stated:
It is well established that where contracts relating to the same transaction are put into several instruments they will be read together and each will be construed with reference to the other.
Anchor Cas. Co. v. Bird Island Produce, Inc., 249 Minn. 137, 146, 82 N.W.2d 48, 54 (1957) (citations omitted); see also 3 Arthur L. Corbin, Corbin on Contracts § 581, at 443 (2d rev. ed. 1960) ("Without the information supplied by the earlier contract, the later agreement is incomplete. * * * * The presence of the integration clause is not controlling, since the second agreement did not fully express the essential elements of the parties' undertaking." (quotation omitted)).
Here, the 1997 Lease was not fully integrated, and the evidence and the district court's findings support that conclusion. Furthermore, the parties entered into several agreements, all of which must be read in light of the others. Because the evidence supports the findings and the findings support the conclusion that the 1997 Lease was not fully integrated, the district court did not err by using extrinsic evidence to conclude that the survival clause remained in effect after the execution of the 1997 Lease.
B. Statute of Frauds
Appellant claims the district court erred because it failed to address appellant's argument that the 1995 Agreement was not a binding contract because it was not signed by respondents until after this litigation began and therefore cannot be enforced. But the district court found that the 1995 Agreement was signed by the "appropriate representatives of the parties" and "contains the language of a final, enforceable agreement."
Because the 1997 Lease was not fully integrated, the 1995 Agreement could be used to supplement the terms of the 1997 Lease. Because parol evidence such as the 1995 Agreement can supplement a partially integrated document, appellant's argument is without merit. See John D. Calamari Joseph M. Perillo, The Law of Contracts § 3-2, at 136 (3d ed. 1987) ("If [the contract] is final and incomplete it may be supplemented by consistent additional terms."). There is no requirement that the parol evidence in this context take the form of a contemporaneously signed agreement. Appellant's argument that the statue of frauds bars enforcement of the 1995 Agreement is without merit.
Furthermore, appellant's attempt to use the statute of frauds to avoid a contract that its representative signed is contrary to the purpose of the statute of frauds. Olson v. Ronhovde, 446 N.W.2d 690, 692 (Minn.App. 1989). The statute "applies to shield a party from liability by voiding a contract in a situation where a party who did not sign the agreement raises the statute as a defense." Id. (citations omitted); see also Bouten v. Richard Miller Homes, Inc., 321 N.W.2d 895, 900 (Minn. 1982) (defendant-seller did not sign purchase-agreement offer).
C. Mutual Mistake
Appellant next argues the district court erred because it essentially reformed the 1997 contract to include the survival clause on the basis of mutual mistake or scrivener's error.
Reformation is appropriate only if it is shown by clear and convincing evidence that (1) there was a valid agreement between the parties expressing their real intentions; (2) the written instrument failed to express those intentions; and (3) the failure was due to mutual mistake, or a unilateral mistake accompanied by fraud or inequitable conduct of the other party. Nichols v. Shelard Nat'l Bank, 294 N.W.2d 730, 734 (Minn. 1980).
The mutual-mistake defense requires that both parties agree as to the content of the document, but that somehow, through a drafting error or otherwise, the document fails to reflect that agreement. Id.
This is not an appropriate case for reformation because, among other reasons, appellant is unable to demonstrate the existence of a mutual mistake or scrivener's error. But because we affirm on integration grounds, any error by the district court by using a mistake analysis to reach its conclusion was harmless.
Appellant claims the five percent rental surcharge violates (1) the federal anti-kickback statute, 42 U.S.C. § 1320a-7b(b) (1994 Supp. V 1999), and (2) Minnesota's anti-dental-fee splitting statute, Minn. Stat. § 150A.11, subd. 4 (2000).
Appellant also alleges that the five percent rental surcharge violates Minnesota's conflict-of-interest statute. See generally Minn. Stat. § 62J.23 (2000). It is not necessary to separately analyze this claim because Minnesota law provides that until rules governing the administration of this statue are adopted, the federal anti-kickback statute shall apply. See id., subd. 2 (stating that the restrictions adopted pursuant to the federal anti-kickback statue shall also be the state restrictions for the purposes of the state conflict-of-interest statute until the commissioner adopts rules concerning the section). The commissioner has adopted no rules.
The district court concluded as a matter of law that two elements were required to show a violation of either statute: intent and referrals by respondents. Furthermore, the district court concluded that even if respondents violated the statutes, they were entitled to a "good-faith" defense. See Jain, 93 F.3d at 440-41 (holding that district court did not err by instructing jury that good faith was a defense to charges brought under the federal anti-kickback statute).
That respondents may have a good-faith defense to a violation of the federal anti-kickback statute does not have any impact on whether the five percent rental surcharge itself violates the statutes. Although respondents could escape criminal prosecution by alleging an affirmative defense against the charge, such a defense does not have the corresponding effect of making the five percent rental surcharge legal. Therefore, we only address the district court's "lack of intent" and "lack of referrals" discussions.
A. Lack of Intent
Because the Gruenhagen scope of review controls, our review is limited to whether the evidence supports the findings and whether the findings support the district court's conclusions of law and the judgment. See Gruenhagen, 310 Minn. at 458, 246 N.W.2d at 569.
The district court concluded that intent must be present to establish a violation of any of the three statutes. See United States v. Starks, 157 F.3d 833, 837-39 (11th Cir. 1998) (instruction that stated "willfully" was the specific intent to do something that the law forbids, in other words with bad purpose, upheld); Jain, 93 F.3d at 440-41 (heightened mens rea must be proven and inadvertent conduct does not qualify as "willful" under the statute); see also United States v. McClatchey, 217 F.3d 823, 829 (10th Cir. 2000) (noting that none of the parties challenged district court's instruction that "[a]n act is done willfully if it is done voluntarily and purposely and with the specific intent to do something the law forbids, that is, with the bad purpose either to disobey or disregard the law").
The district court concluded that the evidence did not support a finding that respondents possessed the requisite intent to violate the three statutes. The district court found that respondents acted in good faith, that they made the arrangements to improve the availability of dental care, and that there was no evidence of Delta changing prices because of the opening of the clinic. The evidence supports the district court's findings and the findings support its conclusion that no violation of the statutes could have occurred because the requisite intent was lacking.
The district court's conclusion that intent is a necessary condition precedent to establishing a claim under Minnesota's anti-dental-fee splitting statute, Minn. Stat. § 150A.11, subd. 4, is not free from doubt. Certainly respondents' insistence on a fee-sharing arrangement with little or no downside risk for respondents is troubling, given the very specific language of the anti-dental-fee splitting statute. The district court concluded that intent is a necessary element, and given that the conclusion is supported by appropriate findings and evidence, our scope of review requires an affirmance on this issue. See generally Novack, 525 N.W.2d at 596-97.
Other jurisdictions also have anti-fee splitting statutes similar to the statute in force in Minnesota. See Ala. Code § 34-9-18(a)(9) (1997 Supp. 2001); Ariz. Rev. Stat. Ann. § 32-1201.18(k) (West 2002); Haw. Rev. Stat. § 448-17(a)(5) (1993); 225 Ill. Comp. Stat. Ann. 25/23/5 (West 1993 Supp. 2002); Kan. Stat. Ann. § 65-1436(a)(7) (1992 Supp. 2001); La.Rev.Stat. Ann. § 37:776. A.9(a) (West 2000 Supp. 2002); N.Y. Educ. Law § 6505-a (McKinney 2001); Okla. Stat. tit. 59, § 328.32.A.19 (2002); Wash. Rev. Code Ann. § 19.68.030 (West 2002).
At least one jurisdiction would likely find the provision at issue here to be a violation of its local anti-fee splitting statute. See Sachs v. Saloshin, 526 N.Y.S.2d 168 (N.Y.Sup.Ct.App. Div. 1988). Because of the unique procedural posture of this case, it is not necessary to reach the ultimate question whether the contractual provision at issue here violates the Minnesota anti-fee splitting statue.
Appellant contends that respondents "could not have intended the percentage rent to reimburse it for risk." But the district court found the opposite was true and its findings as to intent are not clearly erroneous. See Minn.R.Civ.P. 52.01. Therefore, the district court's conclusion must be affirmed because it is supported by the district court's findings. See Gruenhagen, 310 Minn. at 458, 246 N.W.2d at 569.
B. Lack of Referrals
The district court also found that the making of referrals from respondents to the clinic was necessary to prove that the surcharge violated any of the statutes. The district court found that (1) there was no evidence of referrals; (2) the five percent rental surcharge was not tied to referrals; (3) the five percent rental surcharge was a return on respondents' investment and not a kickback; and (4) respondent received five percent of appellant's profits on all patients treated at the clinic, not just those that it "referred" to the clinic.
The district court's reasoning is contradictory because it found that appellant never showed "that either Delta or Sui Generis ever referred any specific patients to the Clinic," while at the same time it also found that "Alpha has not shown the referral by Delta or Sui Generis of any patients to the Clinic who were covered under a `health care program' as defined in the Federal law." But the district court found that respondents received five percent of appellant's receipts on all patients treated at the clinic, not just those it "referred." These statements are not reconcilable. Furthermore, there was most certainly an agreement on the part of the parties that Delta would "provide a satisfactory volume of patients for the Rochester [clinic]."
But because we hold that the evidence supports the findings and the findings support the district court's conclusion that there was no intent to violate the statutes, and because no motion for a new trial or amended findings was brought to preserve the alleged legal error, the district court's conclusion that no statutory violations were proved must be affirmed.
I respectfully dissent for two reasons.
First, I agree that Alpha Real Estate's appeal from judgment, without a new-trial motion, presents for review the question of whether the evidence sustains the findings of fact and whether these findings sustain the conclusions of law and the judgment. Gruenhagen v. Larson, 310 Minn. 454, 458, 246 N.W.2d 565, 569 (1976). But I disagree that this scope of review precludes us from reviewing the legal correctness of the conclusions on either the contract interpretation or the statutory interpretation issue.
Relying on Tyroll v. Private Label Chem., Inc., 505 N.W.2d 54 (Minn. 1993), the majority concludes that the contractual interpretation and statutory interpretation issues may not be reviewed on an appeal from judgment because these issues do not involve "sui generis" rights. I believe that this holding misconstrues Tyroll. Tyroll reaffirms the basic appellate principle that issues of trial procedure, evidentiary rulings, and jury instructions must be preserved through a new trial motion. Tyroll, 505 N.W.2d at 56-57. Tyroll recognized that the right to a jury trial relates to trial procedure but allowed it to be raised on appeal, despite the absence of a new trial motion, because the constitutional right to a jury trial is more fundamental than procedural. Id. Tyroll's admonition against converting all appellate issues into questions of law is directed to the division between procedural and substantive legal issues, not to the elimination of reviewability of nonprocedural legal issues in an appeal from judgment. Id. Tyroll's admonitory language relates to errors in trial procedure, evidentiary rulings, and jury instructions, not review of the legal correctness of principles incorporated into the conclusions of law. This holding is consistent with Sauter v. Wasemiller, 389 N.W.2d 200 (Minn. 1986), involving evidentiary rulings and jury instructions, and Gruenhagen v. Larson, 310 Minn. 454, 246 N.W.2d 565 (1976), involving admissibility of evidence.
The issues between Alpha Real Estate and Delta Dental raised in this appeal do not relate to trial procedure, evidentiary rulings, or jury instructions, but to the legal conclusions on contract interpretation and statutory interpretation. The issues of contract and statutory interpretation were squarely raised in the district court, incorporated in the legal conclusions, and are properly presented for review in this appeal.
Second, the majority concludes that the district court impermissibly created an ambiguity by comparing the 1997 contract language to extrinsic evidence. I agree. Yet, the majority proceeds to read a provision of the 1995 agreement into the 1997 agreement under an incomplete integration theory, despite an integration clause in the 1997 contract that provides the terms in the 1997 contract are complete. I am not persuaded that these alternative grounds support the district court's decision.
The issues in this appeal have been restricted by a scope of review unduly narrowed by a preservation requirement that does not apply. Both the contract issue and the statutory issue warrant a full analysis. For these reasons, I respectfully dissent.