author: STREIT, Justice.

text:
    Delmar Eugene Evans, Plaintiff, v. McComas-Lacina Construction Co., an Iowa Corporation, Defendant. McCOMAS-LACINA CONSTRUCTION CO., an Iowa Corporation, Appellant, v. ABLE CONSTRUCTORS, Appellee.
    No. 00-1004.
    Supreme Court of Iowa.
    April 3, 2002.

      Mark A. Roberts of Simmons, Perrine, Albright & Ellwood, P.L.C., Cedar Rapids, for appellant.
    Mark W. Thomas and Michael A. Car-money of Grefe & Sidney, P.L.C., Des Moines, for appellee.
   STREIT, Justice.

McComas-Lacina Construction Company appeals the district court’s grant of summary judgment to Able Constructors in its suit for contractual indemnification. This case arose due to injury sustained by one of Abie’s employees through the performance of McComas’ and Abie’s subcontract. The injured employee sued McCo-mas for his injuries. McComas argues summary judgment was improper because genuine issues of material fact existed regarding whether Able was required to indemnify McComas and whether Able breached the subcontract for failing to provide certain insurance as required by the agreement. We reverse and remand.

I. Background and Facts

The University of Iowa hired McComas-Lacina Construction Company to serve as general contractor for the construction of a new facility at the University of Iowa Oak-dale campus. McComas entered into a subcontract with Able Constructors to erect structural steel, steel joists, and steel decking. Delmar Eugene Evans worked for Able on the project. While working on the structural steel at the construction site, Evans fell from a height of over twenty feet and was injured. Evans sued McComas for McComas’ own independent acts of negligence. Evans also sued McComas for Abie’s acts of negligence, stating any negligence attributable to Able is imputed to McComas as a matter of law. Evans’ suit against McComas was dismissed while this present appeal was pending.

McComas filed a third-party petition seeking contractual indemnity from Able pursuant to the terms of the contract. Able filed a motion for summary judgment on the grounds it was immune from suit because of the exclusive remedy rule of workers’ compensation. Able further argued it had no duty to indemnify McCo-mas. Agreeing with Able, the district court stated “it appears to this Court that [McComas] is attempting to do what the law does not allow it to do.... ” The court therefore granted the motion for summary judgment. McComas appeals.

On appeal, McComas contends the court erred in finding it was precluded from seeking indemnification from Evans’ employer, Able. McComas further argues Able breached its contract by failing to provide owners’ or contractors’ protective liability insurance as was required by the contract.

II. Scope of Review

We review a grant or denial of a motion for summary judgment for correction of errors at law. Channon v. United Parcel Serv., Inc., 629 N.W.2d 835, 857 (Iowa 2001) (citing Knudson v. City of Decorah, 622 N.W.2d 42, 48 (Iowa 2000)). Summary judgment is appropriate when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Iowa R. Civ. P. 1.981(3) (2002). We review the record in the light most favorable to the party opposing the motion for summary judgment. Kelly v. Iowa Mut. Ins. Co., 620 N.W.2d 637, 641 (Iowa 2000). On appeal, we determine whether a genuine issue of material fact exists and whether the district court correctly applied the law. Id. (citing Red Giant Oil Co. v. Lawlor, 528 N.W.2d 524, 528 (Iowa 1995)). The burden of proof is on the party moving for summary judgment to show no genuine issues of material fact exist. Oswald v. LeGrand, 453 N.W.2d 634, 635 (Iowa 1990).

III. The Merits

McComas seeks indemnification from Able based on the subcontract they entered into. McComas also contends Able breached the contract by failing to provide owners’ or contractors’ protective liability insurance as required by the terms of the contract.

A. Indemnification

McComas argues Iowa law permits employers to contract with third parties to provide indemnification they would otherwise avoid as employers under the exclusive recovery rule of our workers’ compensation statute. See Iowa Code § 85.20 (1999). Able responds asserting an indemnity agreement generally will not be construed to cover losses to the indemnitee caused by its own negligence. The district court ruled McComas’ indemnity action against Able was barred because the terms of the subcontract did not provide for indemnity under such facts.

Able contends McComas may not seek indemnity from Able because of the exclusive remedy rule of workers’ compensation. See id. The undisputed facts reveal Evans’ injuries occurred in the course of his employment for Able. Consequently, Evans’ rights and remedies against Able for his injuries are controlled by the Workers’ Compensation Act. See id. However, workers’ compensation does not function as a complete bar to suit against an employer by a third party where the employer has breached an independent duty to the third party. Weggen v. Elwell-Parker Elec. Co., 510 F.Supp. 252, 254 (D.C.Iowa 1981); Herter v. Ringland-Johnson-Crowley Co., 492 N.W.2d 672, 673 (Iowa 1992). There are several different grounds upon which a claimant may seek indemnity, including express contract. See Iowa Power & Light Co. v. Abild Constr. Co., 259 Iowa 314, 322-23, 144 N.W.2d 303, 308 (1966) (citations omitted). “[Contractual indemnity is not disfavored and ordinarily will be enforced between the parties according to its terms.” Pirelli-Armstrong Tire Corp. v. Midwest-Werner & Pfleiderer, Inc., 540 N.W.2d 647, 649 (Iowa 1995). McComas is entitled to recover against Able if the parties included an enforceable contractual indemnity provision in the subcontract.

We must determine whether there is an express contractual obligation requiring Able to indemnify McComas. The subcontract provides, in part:

Tenth. The Sub-contractor agrees to indemnify and save harmless the Owner and General Contractor against loss or expense by reason of the liability imposed by law upon the Owner and General Contractor for damage because of bodily injuries, ...; accidentally sustained by any person or persons on account of damage to property arising out of or on account of or in consequence of the performance of this contract, whether or not such injuries to persons or damage to the property are due or claimed to be due to any negligence of the Sub-contractor, his employees, his agents or servants.
Eleventh. The Sub-contractor shall protect and indemnify said Contractor against any loss or damage suffered by any one arising through the negligence of the Sub-contractor, or those employed by him or his agent or servants; he shall bear any expense which the Contractor may have by reason thereof, or on account of being charged therewith....

These provisions of the subcontract clearly and unequivocally require Able to indemnify McComas in two situations. See Martin & Pitz Assocs., Inc. v. Hudson Constr. Servs., Inc., 602 N.W.2d 805, 809 (Iowa 1999) (quoting Payne Plumbing & Heating Co. v. Bob McKiness Excavating & Grading, Inc., 382 N.W.2d 156, 160 (Iowa 1986) (a party may seek indemnification for its own negligence only if “the agreement provides for it in ‘clear and unequivocal’ language”)). The first situation involves indemnification for loss imposed by law for damage because of bodily injury sustained by any person arising through the performance of the subcontract, regardless of whether Able caused any injury or damage. The second circumstance involves indemnification for any loss or damage arising through Abie’s negligent conduct.

“Ordinarily, indemnifying agreements will be enforced according to their terms, as in any other contract case.” Walker v. Ryan Cos. US, Inc., 149 F.Supp.2d 849, 855 (S.D.Iowa 2001) (quoting Martin, 602 N.W.2d at 808-09). Absent ambiguity in the agreement, we are bound by the language expressed in the contract. Id. (citing Huber v. Hovey, 501 N.W.2d 53, 56 (Iowa 1993)). In the eleventh paragraph, Able agreed to indemnify McComas for “any loss or damage suffered by any one.” (Emphasis added.) Moreover, the subcontract provided Able “shall bear any expense which [McComas] may have by reason” of any loss or damage. (Emphasis added.) The parties contracted freely to this agreement and included clear language requiring Able to indemnify McCo-mas for any loss or damage sustained as a result of Abie’s negligence. The indemnification provision of paragraph eleven is enforceable.

Able also attempts to evade application of the indemnity provision by arguing the provisions do not apply because McComas is seeking indemnification based on its own negligence. In doing so, Able relies on a case with related circumstances to the one before us. In Trushcheff an injured employee of the subcontractor brought an action against the general contractor of the construction project. Trushcheff v. Abell-Howe Co., 239 N.W.2d 116, 119 (Iowa 1976). The contractor then sought indemnity from the subcontractors for the contractor’s negligence based on contractual and quasi-contractual indemnity theories. The Trushcheff subcontract included language providing for indemnity:

It is understood and agreed that the Sub-Contractor will indemnify and save harmless the General Contractor and the Owner from and against any and all claims for injury or death to persons or damage to property (including cost of litigation and attorneys’ fees) in any manner caused by, arising from, incident to, connected with or growing out of the work to be performed under this contract regardless of whether such claim is alleged to be caused, in whole or in part, by negligence or otherwise on the part of the Sub-Contractor, its employees, agents or servants.

Id. at 134. In an action by the indemnitee against the indemnitor, we held this clause was unenforceable because it did not say the subcontractor would indemnify the contractor even if the contractor was negligent. Because the contractual language did not clearly and unequivocally include coverage for negligent acts of the indemni-tee, there was no recognizable cause of action. Id.; see also Herter, 492 N.W.2d at 674. Trushcheff did not involve any evidence of negligence on the part of the subcontractor. Rather, there was no dispute the only negligent party in Trushcheff was the contractor. Consequently, we did not address whether the plaintiffs employer was required by contract to indemnify the contractor for the employer/subcontractor’s negligence.

Though both Able and the district court relied significantly on this case, Tmshcheff is not dispositive of the issues before us. Unlike the contractor in Trushcheff, McComas does not seek indemnity from Able based on McComas’ own negligence. If this were the case, our prior case law suggests McComas would be precluded from seeking contractual indemnity because the language of paragraph ten of the subcontract does not clearly and equivocally provide for indemnity under those circumstances. See Trushcheff, 239 N.W.2d at 134. However, this is not the situation we have before us because McComas seeks indemnity based on Abie’s negligence — a circumstance explicitly addressed in paragraph eleven of the subcontract. Because McComas seeks indemnity purely for Abie’s acts of negligence, paragraph eleven may apply to this case. Since the scope of this provision addresses any loss or damage arising through Abie’s conduct, we must determine whether there was a genuine issue of material fact regarding whether McComas suffered any loss as a result of Abie’s negligence.

The following facts are undisputed. During the course of his work, Evans discovered seven to ten X-braces that could not be bolted in one corner to the structure because the holes were not properly aligned. He was the only employee to discover these defects. After realizing the problem, Evans immediately notified Abie’s operator, Dale Weissinger, of the defects. Weissinger, trained as a welder, instructed Evans to clamp the corner of the X-brace to the structure with a vice-grip clamp. Weissinger stated he believed this would be safe until the braces could be properly welded. Weissinger then informed McComas of the defective X-brace. McComas immediately told the metal fabricator of the defect so he could weld the brace to the structure.

Evans fell from a height of over twenty feet while working on the structure. After the fall, Weissinger determined the X-brace was not attached and had not been clamped as he instructed. At Weissinger’s direction, one of his other employees then welded the X-brace to the structure. Able admits McComas did not retain or exercise substantial daily operational control and supervision over Abie’s work activity. Daily operational control included type, order, and location of work, use of safety equipment, fall protection equipment, and OSHA compliance. Only Able employees were working on the structural steel. It was Weissinger’s responsibility to provide a safe working environment for Evans and to provide fall protection equipment.

Able claims Evans’ suit against McCo-mas was based only on McComas’ fault such that McComas may not seek indemnity under the subcontract. Contrary to Abie’s assertion, Evans’ suit against McComas involved allegations of negligence attributable not only to McComas, but also to Able. McComas filed particular motions suggesting Evans’ claim did not involve any assertion Able was at fault. When this confusion became apparent, Evans clarified the issue stating his “claim will involve not only direct liability of McComas but also will impute any negligence of Able to McComas.... ” Evans made clear Able failed to provide, permit, or require fall protection equipment or other reasonable workplace safety precautions. Evans also claimed Able failed to supervise and regulate the safety of the workplace in these matters. In Evans’ first amended and substituted petition, he asserted Abie’s conduct was a proximate cause of Evans’ injuries. Evans’ claim against McComas explicitly put in issue Abie’s fault toward Evans.

Able also claims McComas is precluded from arguing negligence because this legal theory was not specifically alleged in the third-party petition. McComas’ petition alleged the facts necessary to apprise Able of the incident from which the claim arose and the general nature of the action. See Iowa R. Civ. P. 1.402(2)(a) (2002) (“each averment of a pleading shall be simple, concise, and direct”). The petition stated, in part,

1. Able and McComas entered into a subcontract that provided Able will “protect, indemnify and save harmless McComas for damages of the type alleged by [McComas]....”;
2. Evans was employed by Able in the course of Abie’s performance of this contract;
3. Evans allegedly sustained injuries while employed by Able in the course of Abie’s performance of the contract;
4. McComas tendered the defense of Evans’ petition to Able;
5. Able breached the contract by refusing to provide a defense as required by the contract;
6. In the event McComas is held liable for damages as alleged in Evans’ petition, Able is required to indemnify McComas for such damages.

McComas made it clear in its third-party petition that it was seeking contractual indemnity from Able based on the terms of the subcontract. McComas was not required to plead ultimate facts or identify a specific legal theory in order to later argue negligence. Lake v. Schaffnit, 406 N.W.2d 437, 439 (Iowa 1987).

Given these circumstances, Abie’s motion for summary judgment should have been denied. Paragraph eleven of the parties’ subcontract provides for exactly the type of situation where the contractor seeks indemnity for damage sustained as a result of the subcontractor’s negligence. Therefore, the indemnity provision in paragraph eleven may apply if McComas can show Able was negligent and the negligence was a proximate cause of Evans’ injuries. Because there was a genuine issue of material fact regarding the cause of Evans’ injuries, we reverse and remand for a trial on the issue of negligence, if any, attributable to Able.

B. Breach of Contract

McComas argues Able breached the subcontract by failing to provide owners’ or contractors’ protective liability insurance. In the court’s ruling on Abie’s motion for summary judgment, the court did not specifically address this issue. The court dismissed the case in its entirety based on the indemnification issue. McCo-mas filed a rule 1.904(2) motion requesting the court enlarge its findings to include a genuine issue of material fact existed as to Abie’s liability for failing to provide such protective liability insurance. Without comment on this particular issue, the court overruled McComas’ rale 1.904(2) motion.

Paragraph twelve of the subcontract is the provision covering purchase of insurance for this project. This provision provides,

The Sub-contractor shall take out and pay for Employers’ Liability or Workmen’s Compensation insurance as required by the State in which this work is performed, also Public Liability and Property Damage insurance, in amounts to be agreed upon by the Contracting parties. Upon signature of this contract the Sub-contractor must submit certifí-cate of insurance to include Owners’ or Contractors’ Protective Liability.

McComas first alleged Able breached its duty to obtain insurance as provided in the subcontract in its third-party petition. When Able filed its motion for summary judgment, it did not address the breach of contract claim. Rather, it urged the court to grant summary judgment solely on the indemnification issue. McComas filed a resistance to Abie’s motion asserting Able breached its contract by failing to provide owners’ or contractors’ protective liability insurance as required by paragraph twelve. The court never addressed this issue, but it did grant Abie’s motion for summary judgment and dismissed the entire case.

Summary judgment is only appropriate when there is no genuine issue of material fact. Kelly, 620 N.W.2d at 641. There are factual issues in dispute regarding whether the parties fulfilled the terms of the subcontract. The motion did not state there were no material facts in dispute as to: 1) the meaning of the contract; 2) whether the provisions for obtaining insurance were satisfied; or 3) whether Able provided certification of insurance. Since facts relevant to this issue are in dispute, the motion for summary judgment should have been denied. We reverse and remand for further proceedings consistent with this opinion.

REVERSED AND REMANDED.


source: Caselaw Access Project

author: SACKETT, C.J.

license: Public Domain

text:
    Michelle DONAHUE and Patrick Donahue, Individually and as Parents and Next Friends of Madison Donahue and Dwight Donahue, Plaintiffs-Appellants, v. WASHINGTON COUNTY, Defendant-Appellee.
    No. 01-0557.
    Court of Appeals of Iowa.
    Feb. 6, 2002.

      Kevin Caster, Cedar Rapids, for appellants.
    Christopher Bruns, Cedar Rapids, for appellee.
    Considered by SACKETT, C.J., and MAHAN and HECHT, JJ.
   SACKETT, C.J.

Plaintiffs-appellants Michelle Donahue and Patrick Donahue appeal from the dis-triet court’s grant of summary judgment to defendant-appellee Washington County, whom plaintiffs sued in a personal injury case arising out of injuries which their child suffered due to a dog bite. In granting defendant’s motion for summary judgment, the district court concluded plaintiffs had no private right of action because there was no legal duty in this case to support such a cause of action. Plaintiffs claim on appeal that defendant did owe plaintiffs a duty and that this duty created a private cause of action. Plaintiffs argue 1) defendant had an actionable legal duty under statute; 2) defendant owed that duty to plaintiffs; 3) the district court erred in requiring a special relationship between plaintiffs and defendant in this case; and 4) defendant waived its immunity. We affirm.

On January 21, 1998 plaintiffs’ daughter, Madison Donahue, age two, was attacked by a dog near their home in Johnson County. Her injuries consisted of multiple bite wounds to her head, ear, face, shoulder and chest. At the time of the attack, Madison was taking a shortcut through a neighbor’s yard. Apparently the dog, owned by an acquaintance of the neighbor’s and temporarily chained up in the neighbor’s yard, had attacked two people on two previous occasions. Both of these attacks had occurred in Washington County, where the dog’s owner, John Hansen, was living at the time. Although both of these previous occasions were investigated by Officer Nick Shelman, who is a reserve officer in Washington County’s Sheriffs Department, Officer Shelman did not report the dog or the incidents beyond filing a standard dispatch report.

The district court found that Officer Shelman failed to fully investigate the two dog-bite incidents in Washington County and that he was negligent in failing to file a report to the Washington County Sanitarian, pursuant to Iowa Code section 351.26 (1997) and the Washington County Ordinances Code, which provide for dog control and impoundment.

On appeal plaintiffs point to Iowa Code section 351.26 and applicable Washington County Ordinance Code sections to establish that Officer Shelman was negligent in his investigation of the dog-bite incidents, and that these sections, along with Iowa Code section 670.2, establish a private right of action against the county.

We review the grant of summary judgment for errors at law. Whalen v. Connelly, 593 N.W.2d 147, 152 (Iowa 1999). Summary judgment is appropriate when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. Iowa R. Civ. P. 237(c); Kolbe v. State of Iowa, 625 N.W.2d 721, 725 (Iowa 2001). We examine the record in the light most favorable to the party opposing the motion, who is entitled to every legitimate inference that can be reasonably deduced from the evidence. Knudson v. City of Decorah, 622 N.W.2d 42, 48 (Iowa 2000).

To prove their negligence claim, plaintiffs must establish 1) Washington County owed them a duty; 2) Washington County breached or violated that duty; 3) this breach or violation was a proximate cause of their injury; and 4) damages. See Kolbe, 625 N.W.2d at 725 (citations omitted).

Plaintiffs claim Washington County had a duty under statutory law, arguing that their cause of action arises out of Iowa Code section 670.2 because section 670.2 explicitly states that “every municipality is subject to liability for its torts and those of its officers and employees, acting within the scope of their employment or duties.... ” We agree that section 670.2 removes any governmental immunity of Washington County from the plaintiffs’ cause of action of negligence for breach of an existing duty. But the function of section 670.2 is merely to remove governmental immunity from barring an action based on breach of the existing duty; it does not create a prima facie cause of action in negligence, nor does it create the element of duty necessary to establish such a negligence claim.

In determining whether there was a viable cause of action in this case, we look to determine whether the duty element of the tort of negligence existed. Under section 351.26,

It shall be ... the duty of all peace officers within their respective jurisdictions unless such jurisdiction shall have otherwise provided for the seizure and impoundment of dogs, to kill any dog for which a rabies vaccination tag is required, when the dog is not wearing a collar with rabies vaccination tag attached.

Plaintiffs claim this section creates the necessary duty for their cause of action.

The violation of a statutory duty gives rise to a tort claim only when the statute, explicitly or implicitly, provides for such a cause of action. Sanford v. Manternach, 601 N.W.2d 360, 371 (Iowa 1999). An essential factor in that determination, if the cause of action is not explicitly provided for in the statute, is whether the plaintiff is a member of the class for whose benefit the statute was enacted. See id.; Marcus v. Young, 538 N.W.2d 285, 288 (Iowa 1995). No such cause of action was explicitly provided for in section 351.26. Therefore we examine whether plaintiffs were members of the class targeted by the statute. We find that section 351.26 was intended to provide for the protection of the public at large. Plaintiffs are members of the public.

However, the Iowa Supreme Court has often found, consistent with the common law public duty doctrine, that a breach of duty owed to the public at large is not actionable unless the plaintiff can establish, based on the unique or particular facts of the case, a special relationship between the municipality and the injured plaintiff consistent with the rules of Restatement (Second) of Torts section 315. Kolbe, 625 N.W.2d at 729; see Sankey v. Richenberger, 456 N.W.2d 206, 209 (Iowa 1990). This duty to the public can arise from a statute or from the State’s obligation to protect the public at large. Kolbe, 625 N.W.2d at 729; see Fitzpatrick v. State, 439 N.W.2d 663, 667 (Iowa 1989).

The pivotal issue in this case is whether the duty owed by defendant to seize or report the dog, a duty to the public at large, could also be construed as a duty to the plaintiffs as members of a special identifiable class. We have already stated that the statute does not identify plaintiffs as members of a special protected class. Further, we similarly find that plaintiffs had no common law special relationship with defendant that could support a finding of duty. Plaintiffs cite Harryman v. Hayles, 257 N.W.2d 631, 638 (Iowa 1977), overruled on other grounds, and Symmonds v. Chicago, Milwaukee, St. Paul & Pac. R.R., 242 N.W.2d 262, 265 (Iowa 1976) in their contention that there in fact was a special relationship to support a duty. In Harryman and Symmonds the court found a duty by the county to all persons using the roads; in other words, the use of the road by a particular individual was sufficient to establish the requisite special relationship between that person and the county. In the 2001 Kolbe examination of this issue, however, the Iowa Supreme Court concluded that there was no special relationship between plaintiff, who was injured by a motorist, and the Iowa Department of Transportation, who may have been negligent in issuing that motorist a license. Kolbe, 625 N.W.2d at 729-30. We are inclined to find, consistent with the supreme court’s most recent finding, that no such special relationship existed under the facts of this case. The duty of Washington County to seize a dangerous dog or to report it to the Board of Health, which was breached, is a duty for the general safety of the public. Every member of the public would be included in the class of those put in danger by a vicious dog. In these situations where a statute’s purpose is to alleviate a risk to the public at large, the public duty doctrine, which under Kolbe is still applicable law, eliminates the liability of the municipality for its negligent officers and employees.

In that it is clearly established law that administrative rules cannot go further than the law permits, and for the same reasons we determined section 351.26 was intended for the general public welfare, we find the Washington County ordinances also do not establish the requisite special relationship necessary to show a duty. Kolbe, 625 N.W.2d at 727; (citing Iowa Nat’l Indus. Loan Co. v. Iowa State Dep’t of Revenue, 224 N.W.2d 437, 441 (Iowa 1974)). Because there is no duty which would support an action in negligence, we affirm the district court’s 'summary judgment for defendant.

AFFIRMED.


author: PAGE, Justice. STRINGER, Justice BLATZ, Chief Justice

text:
    John THOMMES, individually and d/b/a Thommes & Thomas Land Clearing, Respondent, v. MILWAUKEE INSURANCE COMPANY, Petitioner, Appellant.
    No. C9-00-1393.
    Supreme Court of Minnesota.
    April 18, 2002.

      Jeanne H. Unger, Paul B. Kohls, Rider, Bennett, Egan & Arundel, LLP, Minneapolis, for Appellant.

      William R. Joyce, Katherine A. Golden, Faegre & Benson, LLP, Minneapolis, for Respondent.
   OPINION

PAGE, Justice.

Thommes & Thomas Land Clearing (Thommes) is a partnership engaged in the business of clearing and grubbing land for construction projects. In September 1996, Thommes entered into a subcontract to clear and grub land for a commercial development owned by Dean Morlock, Charles Vig, and HHA Development, Inc. (collectively, HHA). Adjacent to the HHA property was land owned by Morlock’s sister and her husband, Donna and John Krajewski (collectively, the Krajewskis). Complying with Morlock’s instructions as to the area to be cleared and grubbed, Thommes cleared and grubbed approximately one-half acre of the Krajewskis’ land, damaging grass and a number of their trees, shrubs, and other plants. That land was not a part of the HHA property and the Krajewskis did not consent to it being cleared and grubbed. The Kra-jewskis brought an action against Thom-mes, among others, for the damage done to their property. Thommes tendered defense of the Krajewskis’ lawsuit to its commercial general liability (CGL) insurance carrier, Milwaukee Insurance Company (Milwaukee). Milwaukee declined to either defend or indemnify Thommes, contending that exclusions 2j(5) and 2j(6) of Thommes’s CGL policy excluded the damage to the Krajewskis’ property from coverage.

Thommes then initiated this action, seeking a declaratory judgment that Milwaukee had a duty to defend and indemnify under Thommes’s CGL policy. The parties filed cross-motions for summary judgment, and the district court granted summary judgment in favor of Milwaukee. The court of appeals, relying on the “business risk doctrine,” reversed and granted summary judgment in favor of Thommes. Thommes v. Milwaukee Mut. Ins. Co., 622 N.W.2d 165, 160 (Minn.App.2001). We granted Milwaukee’s petition for review. Based on our conclusion that exclusions 2j(5) and 2j(6) of Thommes’s CGL policy do not bar coverage of the damage to the Krajewskis’ property, we affirm.

On review of a summary judgment, this court determines whether there are any genuine issues of material fact and whether the district court correctly applied the law. Burlington N. R.R. v. Comm’r of Revenue, 606 N.W.2d 54, 57 (Minn.2000); Wartnick v. Moss & Barnett, 490 N.W.2d 108, 112 (Minn.1992). The parties in this case agree as to the material facts, but disagree with respect to the proper interpretation of Thommes’s CGL policy. The interpretation of an insurance policy is a question of law reviewed de novo. Am. Family Ins. Co. v. Walser, 628 N.W.2d 605, 609 (Minn.2001); Haarstad v. Graff, 517 N.W.2d 582, 584 (Minn.1994). The question of whether an insurer has a duty to defend or indemnify is also a legal question subject to de novo review. Metro. Prop. & Cas. Ins. Co. v. Miller, 589 N.W.2d 297, 299 (Minn.1999); Franklin v. W. Nat’l Mut. Ins. Co., 574 N.W.2d 405, 406 (Minn.1998).

It is well-established that general contract principles govern the construction of insurance policies, and that insurance policies are to be interpreted to give effect to the intent of the parties. Nathe Bros. v. Am. Nat’l Fire Ins. Co., 615 N.W.2d 341, 344 (Minn.2000). When the language of an insurance contract is unambiguous, it must be given its plain and ordinary meaning. Medica, Inc. v. Atl. Mut. Ins. Co., 566 N.W.2d 74, 77 (Minn.1997); Henning Nelson Constr. Co. v. Fireman’s Fund Am. Life Ins. Co., 383 N.W.2d 645, 652 (Minn.1986). “Because most insurance policies are presented as preprinted forms, which a potential insured must usually accept or reject as a whole, ambiguities in a policy are generally resolved in favor of the insured.” Nathe Bros., 615 N.W.2d at 344 (citing Atwater Creamery Co. v. W. Nat’l Mut. Ins. Co., 366 N.W.2d 271, 277 (Minn.1985)).

Exclusions contained in an insurance policy are as much a part of the insurance contract as any other part, and must be given the same consideration in determining what the policy covers. Lobeck v. State Farm Mut. Auto. Ins. Co., 582 N.W.2d 246, 249 (Minn.1998). The language of an exclusionary provision in an insurance policy is to be interpreted in accordance with the expectations of the insured. Walser, 628 N.W.2d at 613; Am. Family Mut. Ins. Co. v. Peterson, 405 N.W.2d 418, 422 (Minn.1987). Insurance contract exclusions are construed strictly against the insurer. Walser, 628 N.W.2d at 613; SCSC Corp. v. Allied Mut. Ins. Co., 536 N.W.2d 305, 314 (Minn.1995).

Milwaukee argues that the court of appeals improperly based its decision on the business risk doctrine and largely ignored the actual language contained in Thom-mes’s CGL policy. In reaching its decision, the court of appeals, instead of applying our rules for construing insurance contract exclusions, focused its analysis on the so-called “business risk doctrine.” The court of appeals stated that the “business risk doctrine is the expression of a public policy applied to the insurance coverage provided under commercial general liability policies.” Thommes, 622 N.W.2d at 158. Explaining that doctrine, the court of appeals stated that “the risk that an insured’s product will not meet contractual standards is a business risk not covered by a general liability policy.” Id. at 158-59. In contrast, the court of appeals continued, “harm to the property of a third party caused by the insured’s defective work is not excluded from coverage.” Id. at 159. The court of appeals read exclusions 2j(5) and 2j(6) as “the embodiment” of the business risk doctrine and, significantly, rejected Milwaukee’s argument that business risk doctrine principles do not apply if the policy contains express exclusions barring coverage. Id. at 159-60.

We have discussed the intersection of business risk principles and the coverage provided by a contractor’s CGL policy in two cases. See Knutson Constr. Co. v. St. Paul Fire & Marine Ins. Co., 396 N.W.2d 229 (Minn.1986); Bor-Son Bldg. Corp. v. Employers Commercial Union Ins. Co., 323 N.W.2d 58 (Minn.1982). In both eases, we used business risk principles as a means of illuminating the underlying purpose of CGL insurance. Notably absent from Bor-Son and Knutson is any indication that these principles serve as the foundation for a separate “business risk doctrine” that operates to override the express language of policy exclusions.

In Bor-Son, the owner of two apartment buildings brought an action against the budding contractor after the buildings developed water leakage problems. 323 N.W.2d at 60. After the owner and contractor settled the claim, the contractor brought an action against its CGL insurer seeking a declaratory judgment that the insurer was obligated to defend and indemnify. Id. at 61.

In resolving this issue, we analyzed the risks intended to be covered by CGL policies. As part of the analysis, we identified two types of risk undertaken by an insured-contractor. The first, termed a “business risk,” is the risk that the insured “may be hable as a matter of contract law to make good on products or work which is defective or otherwise unsuitable because it is lacking in some capacity.” Id. at 63 (quoting Roger C. Henderson, Insurance Protection for Products Liability and Completed Operations — What Every Lawyer Should Know, 50 Neb. L.Rev. 415, 441 (1971)). The court concluded that this type of risk was not what the contractor’s CGL policy was “designed to protect against.” Id. (quoting Henderson, 50 Neb. L.Rev. at 441).

The second type of risk faced by a contractor is the risk that its work or product will cause bodily injury or property damage to other property. Id. at 63-64. We observed that it was this type of risk, which may give rise to tort liability to third parties, that CGL policies are intended to insure against. Id.

Applying these principles, the court held that the owner’s damages flowed from the contractor’s breach of contract, that the damages were the result of the contractor’s faulty workmanship, and that such liability on the part of the contractor was not within the coverage provided by its CGL policy. Id. at 63.

In Knutson, the owner of an apartment complex brought suit against a general contractor to recover the cost of repairing structural damage to the complex. 396 N.W.2d at 230-31. The general contractor then brought an insurance coverage action against its CGL insurance carriers. Id. at 230. In upholding summary judgment for the insurers, we reaffirmed our holding in Bor-Son that a CGL policy “does not provide coverage for claims of defective materials and workmanship giving rise to a claim for damage to the property itself which is the subject matter of the construction project.” Knutson, 396 N.W.2d at 235. Knutson, like Bor-Son, outlined the distinction between excluded contractual business risks and the covered risk of tort liability to third parties. Knutson, 396 N.W.2d at 234-35. Applying the language of the policy exclusions before it, the court concluded that coverage was properly denied. Id. at 235.

Our review of Bor-Son and Knutson reveals that the distinction between uncovered business risks arising from contractual liability for defective materials and workmanship and covered risks arising from tort liability to third parties is helpful as a means of informing our understanding of the risks intended to be covered by CGL policies. Other jurisdictions have also found this distinction useful. See, e.g., Hartford Accident & Indem. Co. v. Pac. Mut. Life Ins. Co., 861 F.2d 250, 253 (10th Cir.1988); Bangert Bros. Constr. Co. v. Ams. Ins. Co., 888 F.Supp. 1069, 1073 (D.Colo.), aff'd, 66 F.3d 338 (10th Cir.1995); Ind. Ins. Co. v. DeZutti, 408 N.E.2d 1275, 1279 (Ind.1980); Peerless Ins. Co. v. Brennon, 564 A.2d 383, 386 (Me.1989); Weedo v. Stone-E-Brick, Inc., 81 N.J. 233, 405 A.2d 788, 791-92 (1979); Fisher v. Am. Family Mut. Ins. Co., 579 N.W.2d 599, 605-06 (N.D.1998); Vernon Williams & Son Constr., Inc. v. Cont’l Ins. Co., 591 S.W.2d 760, 763-64 (Tenn.1979); Erie Ins. Prop. & Cas. Co. v. Pioneer Home Improvement, Inc., 206 W.Va. 506, 526 S.E.2d 28, 31-33 (1999).

While the distinction set out in Knutson and Bor-Son is useful for exploring the fundamental purpose of CGL insurance, it is not dispositive because the parties to an insurance contract may agree to coverage that is different in scope. “[P]arties are free to contract as they desire, and so long as coverage required by law is not omitted and policy provisions do not contravene applicable statutes, the extent of the insurer’s liability is governed by the contract entered into.” Am. Family Mut. Ins. Co. v. Ryan, 330 N.W.2d 113, 115 (Minn.1983); see Bobich v. Oja, 258 Minn. 287, 294, 104 N.W.2d 19, 24 (1960).

Thus, if parties to an insurance contract demonstrate their intent, using clear and unambiguous language, to exclude the risk of damage to the real property of third parties, then there is no need to look to business risk principles to ascertain whether the policy was intended to cover such risks. See Nathe Bros., 615 N.W.2d at 344 (stating we will avoid an interpretation of an insurance contract that forfeits the rights of the insured unless such an intent is manifest in clear and unambiguous language); Firemen’s Ins. Co. of Newark, N.J. v. Viktora, 318 N.W.2d 704, 706 (Minn.1982) (“Where the language [of an insurance contract] is unambiguous, we will not render a construction which is more favorable to finding coverage but will apply the phrase to the facts of the case in order to give effect to the plain meaning of the language”). However, in the absence of clear and unambiguous language demonstrating the parties’ intent to exclude the risk of liability to third parties, application of the principles set out in Bor-Son and Knutson to determine the scope of coverage provided by the policy is appropriate. Cf. Boedigheimer v. Taylor, 287 Minn. 323, 327, 178 N.W.2d 610, 613 (1970) (stating that there is no need to define or interpret clear and unambiguous language in an insurance contract).

The first step, therefore, in determining whether Thommes’s CGL policy covers damage to the Krajewskis’ property is to examine the policy language. The policy’s statement of coverage provides that Milwaukee “will pay those sums that the insured [Thommes] becomes legally obligated to pay as damages because of 'bodily injury’ or ‘property damage’ to which this insurance applies,” and that Milwaukee has the “right and duty to defend any ‘suit’ seeking those damages.” The policy’s definition of “property damage” includes “[p]hysical injury to tangible property, including all resulting loss of use of that property.” There is no dispute that the damage to the trees, shrubs, grass, and other plants located on the Krajewskis’ property constitutes “property damage,” as that term is defined in Thommes’s CGL policy. The question here is whether the damage to the Krajewskis’ property is excluded from coverage by section 2j(5) or section 2j(6).

The exclusion found in section 2j(5) of the policy provides that the insurance does not apply to “ ‘[property damage’ to * * * [t]hat particular part of real property on which you [Thommes] or any contractors or subcontractors working directly or indirectly on your [Thommes’s] behalf are performing operations, if the ‘property damage’ arises out of those operations.”

Milwaukee asserts that the phrase “that particular part of real property on which you * * * are performing operations” clearly and unambiguously includes property of third parties. In response, Thommes argues that the language is intended to apply only to real property identified in its clearing and grubbing contract, and not to real property owned by a third party. We note that the policy does not define the phrase “that particular part of real property” or the word “operations.” Nor is there any express language indicating that the phrase “that particular part of real property” includes the property of third parties or that the word “operations” is intended to include operations performed on the property of third parties. Given the underlying purpose of CGL insurance, we conclude that the phrase “that particular part of real property” and the word “operations,” as used in Thommes’s CGL policy, are ambiguous. Because insurance contract exclusions are to be construed strictly against the insurer and because, as we made clear in Nathe Bros., 615 N.W.2d at 344, we will avoid an interpretation of an insurance contract that forfeits the rights of the insured unless such an intent is manifest in clear and unambiguous language, we conclude that exclusion 2j(5) does not operate to bar the damage to the Krajewskis’ property from coverage. We note that this result is consistent with our analysis in Bor-Son and Knutson regarding the allocation of risks between contractors and CGL insurers.

Having concluded that exclusion 2j(5) does not operate to bar coverage of the damage to the Krajewskis’ property, we turn to exclusion 2j(6). The language of section 2j(6) provides that the insurance does not apply to “ ‘[property damage’ to * ⅜ * [t]hat particular part of any property that must be restored, repaired or replaced because ‘your [Thommes’s] work’ was incorrectly performed on it.” The policy’s definition of “your work” includes “[w]ork or operations performed by you [Thommes] or on your [Thommes’s] behalf.”

Milwaukee argues that the plain language of exclusion 2j(6) bars coverage of the damage to the Krajewskis’ property. Thommes argues that section 2j(6) of the policy is inapplicable because the phrase “your work” refers to intentional acts performed under the clearing and grubbing contract, and the clearing and grubbing of the Krajewskis’ property was not performed under the contract. On the facts of this case, it is unnecessary to undertake an interpretation of the term “your work.” Assuming for the sake of argument that Thommes’s clearing and grubbing of the Krajewskis’ property falls within the policy’s definition of “your work,” it remains unclear whether Thommes’s work was incorrectly performed on the Krajewskis’ property.

Thommes’s clearing and grubbing damaged the Krajewskis’ property only because it was performed in the wrong place. Granted, the language of exclusion 2j(6) could be reasonably interpreted to refer to damage that results from work performed on the wrong property. Yet the language could also be reasonably interpreted to refer to the manner, rather than the place, in which the clearing and grubbing was performed. The word “incorrect” denotes faulty or defective. Under this second reading, then, exclusion 2j(6) would not apply because there has been no allegation that Thommes’s work was performed in a faulty or defective manner. In light of these competing interpretations, we conclude that exclusion 2j(6) is ambiguous. Construing the exclusion narrowly against the insurer, as we must, we conclude that exclusion 2j(6) applies only to work performed in a faulty or defective manner and, thus, does not bar coverage of the damage to the Krajewskis’ property. As with our interpretation of exclusion 2j(5), our reading of exclusion 2j(6) is consistent with the underlying purpose of CGL insurance identified in Bor-Son and Knutson.

In sum, given our recognition that the underlying purpose of CGL insurance is to provide coverage for the risk of tort liability to third parties, as opposed to risks that arise as a matter of contract law, Knutson, 396 N.W.2d at 234-35; Bor-Son, 323 N.W.2d at 63-64, we conclude that the language found in exclusions 2j(5) and 2j(6) of Thommes’s CGL policy does not clearly and unambiguously demonstrate the parties’ intent to exclude the risk of liability for damage to the real property of third parties. We therefore hold that the damage to the Krajewskis’ property is damage to which Thommes’s CGL insurance applies, and that Milwaukee is obligated to defend and indemnify Thommes.

Affirmed.

STRINGER, Justice

(dissenting).

I respectfully dissent, as two provisions of this insurance policy exclude the property damage to the Krajewskis’ land from coverage. I would reverse the court of appeals and hold that Milwaukee is not obligated to defend or indemnify Thommes for the damage to the Krajewskis’ property-

First, I disagree with the majority’s conclusion that insurance policy exclusions 2j(5) and 2j(6) are ambiguous. On the contrary, the plain meaning of the provisions clearly provide for an exclusion from coverage. Provision 2j(5) provides that the insurance does not apply to “ ‘[property damage’ to * * * [tjhat particular part of real property on which you * * * are performing operations, if the ‘property damage’ arises out of those operations.” The plain meaning is nothing more or less than what the words say — here the exclusion applies because Thommes was “performing operations” on the Krajewskis’ property by clearing and grubbing their land, and damage to the Krajewskis’ trees, shrubs, and grass falls squarely within the reference to “property damage.” The ambiguity found by the majority regarding whether the exclusion applies to property owned by third parties comes not from the language of the exclusion, but rather from the majority’s conception of the underlying purpose of CGL insurance — that is, to cover the risk that a contractor’s work will cause bodily injury or property damage to other property, giving rise to tort Lability. In so doing the majority limits the definition of “real property on which you * * ⅜ are performing operations” to property Thommes was supposed to be working on under the clearing subcontract with Richard Knutson, Inc. This is a distortion of the policy language and does not support a conclusion of ambiguity that justifies ignoring the 2j(5) exclusion.

Likewise provision 2j(6) is unambiguous and clearly excludes Thommes’s claim for coverage. Provision 2j(6) provides that coverage does not apply to “ ‘[pjroperty damage’ to * ⅜ ⅜ [tjhat particular part of any property that must be restored, repaired or replaced because ‘your work’ was incorrectly performed on it.” The policy’s definition of “your work” includes “[w]ork or operations performed by you or on your behalf’ — there is no contention that Thom-mes did not do the work. As in Knutson Constr. Co. v. St. Paul Fire & Marine Ins. Co., 396 N.W.2d 229 (Minn.1986), and Bor-Son Bldg. Corp. v. Employers Commercial Union Ins. Co., 323 N.W.2d 58 (Minn.1982), the insurance policy does not provide coverage for claims for work incorrectly performed — and what could be more incorrect than performing the work on the wrong property? The exclusion applies to property damage to “[t]hat particular part of any property” that is damaged, and by no stretch of the exclusion terms can it be limited to property that Thommes was hired to clear and grub as it contends, nor can reference to “your work” be limited to the work called for by the terms of the contract. The plain meaning of the exclusion- — -that it bars coverage for damage resulting from work performed incorrectly — should be given effect.

Finally, the result seems absurd and inconsistent with our long-standing principle that we construe contracts to avoid absurd or unjust results, where reasonably possible. See Mead v. Seaboard Sur. Co., 198 Minn. 476, 478, 270 N.W. 563, 565 (1936). That Thommes should have liability coverage for damages that he inflicted as a trespasser but not have coverage for claims based on work done on the land specified in the clearing contract defies comprehension.

I would reverse the court of appeals.

BLATZ, Chief Justice

(dissenting).

I join in the dissent of Justice STRINGER.

PAUL H. ANDERSON, Justice (dissenting).

I join in the dissent of Justice STRINGER.

      . Before 1986, "commercial general liability insurance" was called "comprehensive general liability insurance." F. Malcolm Cunningham, Jr. & Amy L. Fischer, Insurance Coverage in Consiruction-The Unanswered Question, 33 Tort & Ins. L.J. 1063, 1068 n. 19 (1998).

      . While the facts of this case do not require us to decide the issue, we note that the policy’s definition of the term "your work” is silent as to whether it includes acts performed on the real property of third parties.


author: GILBERT, Justice.

text:
    The HOUSING AND REDEVELOPMENT AUTHORITY in and for the CITY OF RICHFIELD, Respondent, v. WALSER AUTO SALES, INC., et al., Petitioners, Appellants, R.J. Walser, et al., Petitioners, Appellants.
    No. C8-01-309.
    Supreme Court of Minnesota.
    April 18, 2002.
    Rehearing Denied May 22, 2002.

      Bradley J. Gunn, Carolyn V. Wolski, Minneapolis, for Appellants Walser Auto Sales Inc. and Motorwerks, Inc.
    Bruce D. Malkerson, Malkerson, Gilli-land & Martin, LLP, Fred L. Morrison, University of Minnesota Law School, Minneapolis, Christopher J. Dietzen, Larkin, Hoffman, Daly & Lindgren, Ltd., Bloom-ington, for Appellants R.J. Walser, Paul Walser & Andrew Walser.
    John M. LeFevre, Jr., Corrine H. Thomson, Stephen J. Bubul, Kennedy & Graven, Minneapolis, for Respondent The Housing & Redevelopment Authority in & for the City of Richfield.
    Susan L. Naughton, League of Minnesota Cities, St. Paul, for Amicus Curiae League of Minnesota Cities and Minnesota Chapter of the National Association of Housing and Redevelopment Officials.
    James W. Schutjer, Minnesota Automobile Dealers Association, St. Paul, for Ami-cus Curiae Minnesota Automobile Dealers Association.
    Karen A. Schaffer, Minnesota County Attorneys Association, Hastings, for Ami-cus Curiae Minnesota County Attorneys Association.
   OPINION

GILBERT, Justice.

In July, 2000, respondent Housing and Redevelopment Authority for the City of Richfield commenced a quick take condemnation pursuant to Minn.Stat. § 117.042 (2000) to acquire real property owned by appellants Walser Auto Sales, Inc., Motor-werks, Inc., R.J. Walser, Paul Walser, and Andrew Walser. Appellants objected to the condemnation petition and the district court held a trial. In January 2001, the court granted respondent’s petition. This case presents the issue of whether an appeal challenging the public purpose of a quick take condemnation pursuant to Minn.Stat. § 117.042 is moot based either on reciprocal vesting at the time the property was transferred to respondent or on subsequent changes to the property after judgment was entered by the district court on the public purpose challenge to respondent’s use of eminent domain. We also granted review of the court of appeals decision affirming the district court.

In 1993, respondent and the City Council of the City of Richfield (City) passed resolutions approving a Redevelopment Plan for the Richfield Redevelopment Project Area (1993 Redevelopment Plan). This plan grouped the previous redevelopment projects and additional property into one comprehensive redevelopment plan that included approximately 90 percent of Richfield, but it did not include appellants’ property. In May 1999, respondent recommended that the City adopt a resolution to modify the 1993 Redevelopment Plan to include the Interchange West Area, an area bounded by Penn Avenue on the west, 76th Street on the north, Knox Avenue on the east, and 78th Street on the south. This area included appellants’ property. A public hearing was held on June 14, 1999 and the City passed a resolution authorizing the Modification of the 1993 Redevelopment Plan so that it would include the Interchange West Area.

Around August 1999, Best Buy Co., Inc. (Best Buy), identified the Interchange West Area as a possible site for a new corporate headquarters. On March 28, 2000, respondent and Best Buy entered into a contract for private development of the Interchange West Area. This contract required Best Buy to make diligent efforts to negotiate the purchase of the buildings located in the Interchange West Area. Despite Best Buy’s efforts to do so, Best Buy was unable to negotiate a deal to purchase appellants’ property. As a result, sometime between April and July 2000, Best Buy requested that respondent acquire this property through the use of eminent domain.

On July 17, 2000, respondent passed a resolution authorizing the use of eminent domain to acquire property owned by appellants. Respondent then filed a petition in Hennepin County District Court seeking to acquire appellants’ property pursuant to a “quick take” under Minn.Stat. § 117.042. Appellants challenged the quick take and a trial was held. On January 19, 2001, the district court granted respondent’s petition and entered judgment authorizing a quick take, subject to appellants’ right to remain on the property pursuant to a lease until midnight on June 15, 2001. The court also ordered the transfer of title to respondent subject to it depositing the approved appraised value of the property with the court and filing the order with the appropriate recording agency-

On February 16, 2001, appellants filed their notice of appeal but did not move for a stay of the January 19, 2001 order or post a supersedeas bond. On March 9, 2001, appellants moved the district court for a stay to prevent respondents from transferring title to Best Buy. The court denied appellants’ request for a stay, concluding that it had no jurisdiction to stay the transfer from respondent to Best Buy because the transfer from appellants to respondent had already occurred. This order also provided that in the event the court of appeals were to conclude that the district court had jurisdiction, appellants would be required to post a supersedeas bond in the amount of $15 million. The court stayed the effect of its order for 48 hours, allowing appellants time to appeal to the court of appeals. Appellants did not appeal and respondent transferred title to the property to Best Buy on March 16, 2001.

On July 3, 2001, the court of appeals affirmed the district court, concluding that appellants’ appeal was not moot and that the district court did not clearly err in granting respondent’s condemnation petition. Housing and Development Auth. in and for the City of Richfield v. Walser Auto Sales, Inc., 630 N.W.2d 662, 671 (Minn.App.2001). Specifically, the court held that the appeal was not moot because property acquired through the use of eminent domain can be ordered returned in the absence of a proper showing of public purpose. Id. However, the court of appeals concluded that the district court’s findings, including that the property was taken for a public purpose, were not clearly erroneous. Id. Since this holding, construction on the property has continued to move forward. Therefore, we allowed the parties to submit a supplemental record on the mootness issue related to the events that have occurred since the district court’s order. In reviewing this supplemental record, we consider only those documents containing undisputed facts and take judicial notice of the fact that the judgment was recorded to transfer title, all of appellants’ buildings have been demolished, and some buildings have been constructed on portions of the property.

We must first address the mootness issue for when an event occurs pending appeal that makes a decision on the merits unnecessary or an award of effective relief impossible, the appeal should be dismissed as moot. See In re Application of Minnegasco, 565 N.W.2d 706, 710 (Minn.1997). An issue is not moot if a party could be afforded effectual relief. See In re Schmidt, 443 N.W.2d 824, 826 (Minn.1989). Respondent argues that the appeal in this case is moot for two reasons. First, respondent argues that appellants’ public purpose challenge became moot upon the transfer of title to the property to respondent because the rights of both parties became reciprocally vested at that time. Second, respondent argues that even if the parties’ rights did not reciprocally vest upon the transfer of title, the events that have occurred subsequent to the transfer of title have rendered appellants’ public purpose challenge moot.

In State ex rel McFarland, v. Erskine, we held:

In every form of procedure for appropriating land for the public use, there must be a point where the right of the condemner to abandon the proceeding is lost and the right of the landowner to compensation becomes vested. As a general rule the condemner cannot deprive the landowner of a vested right to compensation by abandoning the proceeding. The theory upon which [this] rule is based is that, upon final termination of the proceeding, the right of the condemner to take and hold the land and the right of the landowner to the money are correlative and coincident and vest simultaneously in the respective parties.

165 Minn. 303, 307, 206 N.W. 447, 449 (1925). We have followed this rule of reciprocal vesting in subsequent cases. See County of Hennepin v. Mikulay, 292 Minn. 200, 212-13, 194 N.W.2d 259, 266-67 (1972); Independent School Dist. No. 273 v. Gross, 291 Minn. 158, 167-68, 190 N.W.2d 651, 657-58 (1971); State, by Lord v. Myhra G.M.C. Truck & Equip. Co., 254 Minn. 17, 20, 93 N.W.2d 204, 206 (1958). However, the concept of reciprocal vesting only arises “upon final termination of the proceeding” when the right of the condemning authority to take and hold the land gives rise to the right of the landowner to compensation for the taking. Erskine, 165 Minn. at 307, 206 N.W. at 449. Here, there was not a final termination of the proceeding when the appeal was taken because the crux of the appeal, whether respondent ever had the right to take and hold appellants’ property, had not been finally resolved.

The dispute over respondent’s right to take appellants’ property makes this case fundamentally different from the line of cases relied upon by respondent. Specifically, in those cases there was no issue on appeal as to the condemning authority’s right to take the land at issue; rather, the reciprocal vesting doctrine was invoked to enforce an owner’s right to payment when the condemning authority, without the consent of the landowner, sought to abandon, dismiss, or discontinue the condemnation proceedings. See City of Maplewood v. Kavanagh, 333 N.W.2d 857 (Minn.1983); Mikulay, 292 Minn. 200, 194 N.W.2d 259; Gross, 291 Minn. 158, 190 N.W.2d 651; Myhra, 254 Minn. 17, 93 N.W.2d 204; Erskine, 165 Minn. 303, 206 N.W. 447. In each of these cases, the party from whom the property was taken either voluntarily surrendered possession or did not challenge the condemning authority’s right to exercise its power of eminent domain and the condemning authority desired to terminate the proceedings. The reciprocal vesting doctrine was adopted in part to protect landowners from being harassed and forced to expend more time and money defending against multiple and successive condemnation actions on the same property. See Kavanagh, 333 N.W.2d at 861. In this case, there is no doubt that if respondent had a right to take appellants’ property, appellants have a right to compensation. However, when a condemning authority’s right to take a landowner’s property has continually been challenged by the landowner and there has not been a final termination of the proceedings, the doctrine of reciprocal vesting cannot be invoked to dismiss an appeal.

Respondent argues for a bright line rule that the parties’ rights in this case reciprocally vested the moment title was transferred, thereby rendering appellants’ public purpose challenge moot. Respondent relies primarily on our decision in Mikulay to support its argument. However, the only issue we found moot in Mikulay was the ejectment case brought by the landowner, which was moot “by virtue of the surrender of possession by the landowners to the county and the county’s acceptance of such possession” and the fact that “there [was] nothing for [this court] to decide as far as that appeal [was] concerned.” Mikulay, 292 Minn, at 205, 194 N.W.2d at 262. As for the public purpose challenge, we refused to “close the door” to a landowner’s raising the question of whether the taking was for a public purpose and instead considered the appropriateness of summary judgment in light of the facts in the case. Id. at 210, 194 N.W.2d at 265. This consideration indicates that we reviewed the Mikulays’ public purpose challenge, even though title had transferred, the county had already taken possession of the land, and the Mi-kulays had accepted the amount deposited with the court prior to the time the appeal was heard.

As the court of appeals recognized, Minn.Stat. § 117.215 (2000), which provides that a condemning authority takes a fee simple interest without any right of reversion under any circumstances, applies only if property is taken for a public purpose. Walser, 630 N.W.2d at 670. The existence of a public purpose is the underlying issue in this case. Despite respondent’s suggestion to the contrary, we have never held that a public purpose challenge becomes moot upon the transfer of title and possession. In fact, in City of Duluth v. State, we specifically addressed the public purpose issue although title had passed and money had been deposited. 390 N.W.2d 757, 762-64 (Minn.1986). While it is true that the mootness issue was not directly raised in City of Duluth, if we adhered to the bright line rule urged by respondent, we would not have needed to address the public purpose issue on appeal. See also Minnegasco, 565 N.W.2d at 710 (noting that when an event occurs that makes a decision on the merits unnecessary or an award of effective relief impossible, the appeal should be dismissed as moot). As the court of appeals noted, if transfer of title were held to moot any challenge to the public purpose, all condemning authorities could insulate the public purpose requirement from judicial review by utilizing the quick-take procedures. This is a rigid rule that does not always satisfy our test for mootness.

We have recognized that equitable relief may remain available even after the condemning authority has acquired title to the property. See County of Blue Earth v. Stauffenberg, 264 N.W.2d 647, 649-50 (Minn.1978) (stating that although a taking may be completed by the time the necessity of the governmental taking is finally reviewed by this court, the governmental body that took the property can be compelled to return it to its previous owner); see also In re Rapp, 621 N.W.2d 781, 784 (Minn.App.2001) (holding that property owner still has relief in the form of the return of his property though condemnation was complete and a highway was constructed across the property). Adopting respondent’s bright line rule would result in effectively holding that, in all public purpose challenges, even if there was an unconstitutional taking, the transfer of title immediately renders any effective relief impossible at any point thereafter. In this case, such a holding would mean that the appeal became moot not on January 19, 2001 (the date of the judgment), but immediately after respondent recorded the judgment to transfer the title to respondent on February 13, 2001. However, there is nothing in the record to indicate that effective relief, including the return of all or a portion of appellants’ property, would not have been possible on February 14, 2001 or thereafter. Therefore, we hold that appellants’ appeal did not become moot upon the recording of the judgment to transfer title to the property to respondent.

Respondent further argues that the appeal is moot because physical changes to the Interchange West Area have made it impossible to return appellants’ property in the condition it existed prior to respondent’s acquisition of title. This appeal is not moot if appellants could be afforded effective relief. See Schmidt, 443 N.W.2d at 826. The subsequent events brought on solely by respondent while facing a public purpose challenge on appeal may be considered when deciding what relief is available but they are not dispositive of the appeal. Respondent concedes that there is some doubt about the feasibility of reconstruction or whether some of the property in dispute can be deeded back. This uncertainty, coupled with the factual disputes between the parties relating to the present conditions and feasibility of reconstruction on this record makes it unclear what portions, if any, of this property could be transferred back without causing an absurd result. Since respondent may be compelled to return all or part of appellants’ property if it took the property in an unconstitutional manner, see Stauffenberg, 264 N.W.2d at 649-50, we hold that appellants’ public purpose challenge is not moot. We hold this even though the appropriate remedy could be something other than the return of all of the property. The court of appeals’ decision that the appeal is not moot is affirmed on the grounds stated herein.

As to the remaining issues for which we granted review, the court is evenly divided. Therefore, the decision of the court of appeals stands.

Affirmed as to mootness issue.

LANCASTER, J., took no part in the consideration or decision of this case.

      . Pursuant to Minn.Stat. § 117.042, a petitioner is allowed to obtain title and possession of all or part of an owner’s property prior to filing of an award by court appointed commissioners on payment or deposit with the court of an amount equal to the petitioner’s appraisal of value.

      . To hold otherwise would actually insulate and arguably reward condemning authorities who fail to meet the public purpose requirements, but begin improvements prior to the conclusion of the very litigation challenging this authority.


author: STRINGER, Justice.

text:
    AMERICAN NATIONAL GENERAL INSURANCE COMPANY, Respondent, v. Paul Gerald SOLUM, et al., Petitioners, Appellants, Adam Kraus, Petitioner, Appellant.
    No. C8-00-2082.
    Supreme Court of Minnesota.
    April 18, 2002.

      Rippe, Hammell & Murphy, Joseph L. Hammell, Caledonia, for appellants Paul & Helen Solums.
    Tomsche, Sonnesyn & Tomsche, Michael J. Tomsche, Minneapolis, for appellant Adam Kraus.
    Stempel & Associates, PLC Michael W. Lowden, Hopkins, for respondent.
   OPINION

STRINGER, Justice.

On January 31, 1997 appellant Paul So-lum was driving an uninsured pickup truck when a collision occurred with a vehicle driven by Adam Kraus. David Stoen, a passenger in the Kraus vehicle, was injured and brought suit against Paul Solum and Kraus. American National General Insurance Company (American) insured other vehicles owned by Paul Solum and he sought general liability coverage from American. American’s investigation determined that in 1995 title to the uninsured pickup had been transferred from Paul’s adult son Daniel to Helen Solum, Daniel’s mother and Paul’s wife. The Solums acknowledged that the purpose of the transfer was to remove Daniel’s name from the certificate of title so that it would not be seized or have its license plates impounded by the state as a result of Daniel’s alcohol-related driving offenses.

American brought this declaratory judgment action claiming that because title to the pickup was vested in Helen Solum, liability coverage was not available under the owned vehicle policy exclusion. Paul Solum claimed that despite Helen Solum appearing as titleholder, the pickup was actually owned by their son Daniel and therefore the owned vehicle exclusion did not apply. The trial court agreed with Paul but the court of appeals reversed concluding that compliance with the title transfer provisions of Minn.Stat. § 168.10 (2000) established “incontrovertible” evidence of ownership. We affirm the court of appeals.

The facts are largely undisputed and date back to 1994 when Daniel Solum purchased the pickup. Daniel paid for the pickup and obtained insurance on it. He paid for all maintenance and repairs, registration and license tabs, and since it was used as a farm work vehicle, he claimed the vehicle as a depreciable asset on his tax returns for the years 1994 to 1997. In April 1995, Daniel was arrested for driving while under the influence of alcohol. Since it was his fourth alcohol-related driving offense he was concerned that the Department of Public Safety might impound the pickup or confiscate its license plates, so Daniel transferred the pickup’s title to his mother Helen Solum on April 12, 1995. Daniel and his parents testified that the transfer of title was just a formality and that they still considered Daniel to be the owner he retained full control over the pickup and was typically the only one who drove it. He maintained insurance on it until some time in 1996 when he allowed his policy to lapse because he could not afford coverage.

In 1996, Daniel and his father Paul began operating a farming partnership on Paul’s farm. Daniel usually drove the pickup to work, utilizing the field roads to travel the 2 mile distance between his house and that of his parents. On January 31, 1997 the pickup was parked in front of his parents’ house with the keys in it while Daniel was working. Because feed supplies were running low and Paul’s truck was being repaired, Paul drove the pickup into town without asking Daniel and unaware that Daniel’s insurance policy had lapsed. It was on that trip that the accident occurred between Paul and Kraus.

At the time of the accident, Paul and Helen Solum had three vehicles insured with American. The pickup was not one of them. Paul reported the accident to his insurance agent and directly to the company, and American initially provided coverage under a reservation of rights. After David Stoen, a passenger in Kraus’s vehicle at the time of the accident, filed a personal injury suit naming Paul Solum and Kraus as defendants, American learned of the title transfer from Daniel to Helen Solum. American then determined that the pickup was not an insured vehicle under the owned vehicle exclusion in the Solums’ policy and that it was not obligated to provide coverage for the January 1997 accident. American filed this action for declaratory relief.

The Solums contend that they are entitled to liability coverage under the policy because the pickup truck was owned by Daniel and therefore the owned vehicle exclusion in paragraph 9 does not apply. American asserts that the Solums are not entitled to coverage because Helen Solum owned the pickup and, accordingly, the exclusion applies.

The trial court denied various dispositive motions and the issue of ownership of the pickup was submitted to a jury on instructions that in deciding who owned the vehicle, a number of factors could be considered including: the name on the certificate of title, whether the vehicle was delivered, the circumstances of the purchase, who paid how much of the purchase price, the name on the purchase invoice, who paid the insurance, the name of the person insured under the policy, who provided the upkeep and repairs and who controlled, operated or used the vehicle. The jury concluded that Daniel was the owner of the pickup and an order consistent with the jury’s determination was issued on September 15, 2000 declaring that American must provide coverage for Paul Solum for damages arising out of the January 31, 1997 accident.

On review by the court of appeals, the court reversed concluding that because the Solums “substantially complied” with section 168A.10 when transferring title from Daniel to Helen, she was the “incontrovertible” owner of the pickup and the trial court erred in allowing extrinsic evidence to show other claimed ownership of the pickup. American Nat'l Gen. Ins. Co. v. Solum, 631 N.W.2d 420, 423-24 (Minn.App.2001). The court rejected the So-lums’ argument that they did not comply with the statutory requirements relating to transfer of title, noting that despite their claimed errors in the transfer of title process, transfer of title did in fact occur. The court further concluded that because the Solums intended that Daniel continue driving the pickup there was no requirement of actual delivery.

On appeal to this court the primary point of contention between the parties is whether extrinsic evidence may be introduced to rebut the presumption of ownership of the pickup created by the certificate of title listing Helen Solum as the owner. The material facts are not in dispute, and resolution of this issue involves an interpretation of statutory and case law. Our standard of review is de novo. Hubred v. Control Data Corp., 442 N.W.2d 308, 310 (Minn.1989) (noting that a reviewing court need not defer to the district court’s application of the law when the material facts are not in dispute); Frost-Benco Elec. Ass’n v. Minnesota Pub. Utils. Comm’n, 358 N.W.2d 639, 642 (Minn.1984) (stating that a reviewing court is not bound by a district court’s decision on a purely legal issue).

The transfer of motor vehicle titles in Minnesota is governed by Minn.Stat. § 168A.10, enacted in 1971 as part of the Motor Vehicle Certificate of Title Act (“Motor Vehicle Act”). At the time the title was transferred from Daniel to Helen Solum, the statute provided that “[i]f an owner transfers interest in a vehicle * * * the owner shall * * * execute an assignment and warranty of title to the transferee and shall state the actual selling price * * * [and] the true cumulative mileage” in the space provided on the certificate and “cause the certificate and assignment to be delivered to the transferee immediately.” Minn.Stat. § 168A.10, subd. 1 (1994). Within ten days thereafter, the transferee is to “execute the application for a new certificate of title in the space provided therefor on the certificate” and mail or deliver it to the registrar of motor vehicles. Id., subd. 2. The statute further provides:

Except as provided in section 168A.11 and as between the parties, a transfer by an owner is not effective until the provisions of this section have been complied with; however, an owner who has delivered possession of the vehicle to the transferee and has complied, or within 48 hours after such delivery does comply, with the provisions of this section requiring action by the owner is not liable as owner for any damages resulting from operation of the vehicle after the delivery of the vehicle to the transferee.

Id., subd. 5. The term “owner” is defined in section 168A.01, subd. 13 (2000) as “a person, other than a secured party, having the property in or title to a vehicle.”

Appellants’ effort to use extrinsic evidence to establish title in Daniel rather than Helen Solum implicates Minnesota’s Motor Vehicle Act as it has been interpreted in our case law. As we noted in Welle v. Prozinski:

Prior to the enactment of § 168A.10, the fact that an individual’s name appeared on the certificate of title as the owner of the vehicle was prima facie evidence of his ownership of the automobile. This presumption of ownership was rebutta-ble rather than conclusive on the issue of ownership. Thus, the parties were permitted to introduce evidence of the facts surrounding a particular transaction to demonstrate that the title to the vehicle was, in fact, possessed by another party.

258 N.W.2d 912, 916 (Minn.1977). This early system was similarly described in Bank North, but we added:

Following enactment of [the Motor Vehicle Act] in 1971, the ability to rebut ownership of the vehicle was greatly circumscribed. Thereafter, compliance by the owner with the transfer provisions of Minn.Stat. § 168A.10, subds. 1 and 2 (1986) establishes an absolute defense to any claim attempting to impose vicarious liability on him under [the Safety Responsibility Act] Minn.Stat. § 170.54 (1986). However, even after enactment of chapter 168A, noncompliance by a transferor with the statute provisions does not preclude the trans-feror from presenting extrinsic evidence relative to the true facts of the transaction to avoid the imposition to him of vicarious tort liability.

Bank North v. Soule, 420 N.W.2d 598, 601 (Minn.1988).

Thus, as we noted, permitting extrinsic evidence to rebut ownership was “circumscribed” to situations where a transferor who had not complied with the transfer provisions of the Motor Vehicle Act was attempting to avoid vicarious liability based upon the “true facts.” The origins for this rule were in Welle v. Prozinski, where an injured automobile passenger sought to impose vicarious liability on the owner identified on the title certificate; the driver had purchased the vehicle from the owner named on the certificate prior to the accident but title had not yet been transferred. 258 N.W.2d at 914. Upon being instructed that the certificate of title was prima facie evidence of ownership of the vehicle that could be rebutted by extrinsic evidence relating to the transfer, the jury concluded that the driver of the automobile, rather than the owner named on the certificate, was indeed the true “owner.” The trial court subsequently granted plaintiffs JNOV motion holding that the seller’s failure to comply with the provisions of section 168A.10 by not transferring title to the buyer created an irrebuttable presumption of ownership in the seller for purposes of vicarious liability. Id. at 914-16. We reversed, ruling that although “compliance with the provisions of § 168A.10 establishes incontrovertible evidence that ownership of the motor vehicle passed from the seller-transferor to the buyer-transferee and thereby eliminates any possible liability as ‘owner’ of the automobile” for purposes of vicarious liability, “a seller-transferor who fails to comply with the transfer provisions * * * is not precluded from presenting extrinsic evidence * ⅜ * concerning the actual facts of the transaction in order to avoid vicarious liability.” Welle, 258 N.W.2d at 916 (emphasis added). Thus, in the context of vicarious liability, Welle introduced a compliance-noncompliance distinction with respect to the introduction of extrinsic evidence of ownership that has been consistently followed in our appellate review.

For example, in Arneson v. Integrity Mut. Ins. Co., 344 N.W.2d 617, 619 (Minn.1984), we reaffirmed our holding in Welle that “[although compliance with the title transfer requirements establishes a conclusive presumption that a sale has taken place, noncompliance with the transfer provisions of § 168A.10 does not preclude the titleholder from presenting extrinsic evidence to establish that, although the title registration was unchanged, a sale had in fact occurred.” We added that this rule was “equally applicable for purposes of avoiding the compulsory insurance provisions of § 65B.48 [of the Minnesota No Fault Act].” Arneson, 344 N.W.2d at 619.

More recently, in Vue v. State Farm Ins. Companies, 582 N.W.2d 264 (Minn.1998), we considered the Welle rebuttable presumption rule in the context of a claim for uninsured motorist benefits. Vue involved a suit brought by an insured and his injured spouse seeking uninsured motorist benefits for her injuries based on the uninsured status of the vehicle with which they collided. 582 N.W.2d at 265. We held there is no presumption that the spouse of the person named as owner on the automobile title as owner or buyer of the vehicle is a co-owner of the vehicle, and we reiterated our ruling in Arneson that the certificate of title creates a rebut-table presumption of ownership for purposes of vicarious liability under the Motor Vehicle Act and liability under the No Fault Act. Vue, 582 N.W.2d at 264-66, 268. Thus we have stated, whether directly or by implication, that the rebuttable presumption of ownership applies with respect to the named owner on a motor vehicle title where there is noncompliance with the transfer provisions of the Motor Vehicle Act to prove the identity of the true owner of the vehicle for tort and tort-like claims — but the rebuttable presumption has not been applied beyond these “circumscribed” limits.

In Bank North, for example, a lender who accepted a motor vehicle certificate of title naming the borrower as the vehicle’s owner brought a replevin action against the borrower and one who had purchased the vehicle prior to the time of the pledge but who neither acquired the certificate of title nor had his interest memorialized on the certificate. 420 N.W.2d at 599. We held that the rebuttable presumption of ownership should not be extended to permit a purchaser to defeat the claim of a holder of a security interest who relied upon the motor vehicle certificate of title. 420 N.W.2d at 599, 603.

Appellants Paul and Helen So-lum and Adam Kraus assert however, that it is proper to allow the introduction of extrinsic evidence to rebut the presumption of ownership of the pickup created by the certificate of title listing Helen Solum as the owner. Citing Welle, Arneson, and Vue, the Solums argue that the rebut-table presumption rule should be applied because the situation more closely resembles the facts in those cases than the facts in Bank North where this court declined to apply the rule. They characterize the transaction as an “attempted” transfer, a mere formality intended to avoid a potential forfeiture but not to change the position of the parties to the transfer. Because American is not a secured party and there was no detrimental reliance, they argue the rationale of Bank North does not apply.

In support of their argument they cite several deficiencies in the transfer of title documents between Daniel and Helen So-lum. They note that neither the sale price nor the odometer reading was provided on the certificate as required by section 168A.10, subd. 1, and that Daniel Solum failed to “cause the certificate and assignment to be delivered to the transferee immediately,” also required by subdivision 1. Appellants further contend that delivery is a “vital element” of section 168A.10 and that Daniel’s failure to deliver the vehicle to Helen was another instance of noncompliance.

As we observed above, the Motor Vehicle Act was intended to provide a single filing system of vehicle registration on which all parties could rely for determining who was the owner of a motor vehicle, similar to the Torrens system for the registration of title to real estate. Bank North, 420 N.W.2d at 602. Thus, the presumption of ownership established by the certificate of title, that 80 years ago was generally rebuttable, became for the most part conclusive. The ability to rebut ownership of the vehicle was “greatly circumscribed,” available only to prove the identity of the true owner in cases where the seller-transferor failed to comply with the transfer requirements of the Act and sought to avoid liability under the Safety Responsibility Act or determine rights and responsibilities relating to uninsured motorist coverage. Bank North, 420 N.W.2d at 601; see generally Vue, 582 N.W.2d at 264; Arneson, 344 N.W.2d at 619; Welle, 258 N.W.2d at 916. In these limited instances we have held that the party challenging title was not precluded from presenting extrinsic evidence to establish that ownership was in fact vested in another.

The facts here are readily distinguishable from those in eases where we have permitted extrinsic evidence to challenge title. Here the Solums are attempting to dispute the validity of the title they per fected in Helen Solum. As the process of transfer here was complete, this is not a case where title is in the name of someone not the true owner. The Solums intended title to be vested in Helen Solum, the appropriate forms were sufficiently filled out to complete the transfer and a certificate of title was issued in her name. It is clear from our language in Welle and Arneson that compliance with the transfer provisions of section 168A.10 by Daniel, the transferor, established a conclusive presumption of ownership in Helen Solum, the individual named on the vehicle’s certificate of title.

Finally, although we do not rest our decision on this point, ther'e are independent public policy grounds for denying the Solums relief. The questionable purpose of this transfer — to shield the pickup from authorities who may seek to confiscate it — would suggest that the parties be left where they placed themselves. See Kath v. Kath, 238 Minn. 120, 126, 55 N.W.2d 691, 695 (1952) (acknowledging rule that courts will refuse to exert their powers to extricate a party from the consequences of their own dishonesty); see also Moffett v. Parker, 71 Minn. 139, 144, 73 N.W. 850, 852 (1898). As we stated many years ago in Johnson v. Freberg:

The misconduct need not be of such a nature as to be actually fraudulent or constitute a basis for legal action. The plaintiff may be denied relief where his conduct has been unconscionable by reason of a bad motive, or where the result induced by his conduct will be unconscionable either in the benefit to himself or the injury to others.

178 Minn. 594, 597-98, 228 N.W. 159, 160 (1929).

Affirmed.

      . The relevant provisions of Paul and Helen Solum's policy with American provided:
      DEFINITIONS USED THROUGHOUT THIS POLICY

      (2) "You” and "your” mean the Policyholder named in the Declarations [Paul and Helen Solum] and spouse if living in the same household.

      (8) "Relative” means a person living in your household and related to you by blood, marriage or adoption, including a ward or foster child.

      PART 1 — LIABILITY
      COVERAGE A — BODILY INJURY AND
      COVERAGE B — PROPERTY DAMAGE
      We will pay damages for which an insured person is legally liable because of bodily injury or property damage resulting from the ownership, maintenance or use of a car or utility trailer.

      EXCLUSIONS
      We do not cover:

      (9) Bodily injury or property damage resulting from the ownership, maintenance or use of a vehicle, other than your insured car, which is owned by or furnished or available for regular use by you or a relative.

      (emphasis added).

      . Daniel testified that he filed the revised certificate of title for the pickup with the State of Minnesota, as is evident in the State of Minnesota's motor vehicle title records. Nonetheless, appellants argue that the transfer of the certificate of title was not properly executed, noting that the state had circled the space where the odometer reading should have been provided, but had not been, and wrote "N/R." In addition, appellants note that no price was indicated on the certificate of title; where the certificate states "Full Purchase Price” the phrase "Son to Mother” is written. Both Paul and Helen Solum testified that no money was ever paid to Daniel for the pickup.

      .Nonetheless, both Daniel and Helen testified that if the Department of Public Safety threatened to impound the pickup or confiscate its plates on account of Daniel's driving record, they would have claimed it was owned by Helen Solum.

      . Daniel testified that since the accident the vehicle has been insured and he has continued to exercise complete dominion and control over the vehicle.

      . See 4 Minn. Dist. Judges Ass'n, Minnesota Practice Jury Instruction Guides, Civil, CIVJIG 32.10 (4th ed.1999).

      .The court of appeals mistakenly referred to the coverage at issue here as uninsured motorist insurance. Id. at 421. The error was harmless because as the cases have developed around the issue of extrinsic evidence, both third party liability and first party uninsured motorist liability have been at stake. Further, the question whether extrinsic evidence is admissible to challenge registered title is largely a matter of statutory interpretation and has not been dependent upon the type of insurance involved.

      . Because the court of appeals concluded that the Solums complied with § 168A.10, it found no need to reach American’s alternative argument that the vehicle transfer was an illegal act. 631 N.W.2d. at 424 n. 1.

      . Although the statute has been revised since the time of the title transfer at issue here, the change in language is not material to our analysis and holding in this case.

      . Also relevant are the following subdivisions of Minn.Stat. § 168A.05 (1994) regarding the certificate of title:
      Subdivision 1. The department shall file each application received, and when satisfied as to its genuineness and regularity and that the applicant is entitled to the issuance of a certificate of title shall issue a certificate of title of the vehicle.

      Subd. 3. Each certificate of title issued by the department shall contain:
      (1) the date issued;
      (2) the first, middle, and last names, the dates of birth, and addresses of all owners who are natural persons, the full names and addresses of all other owners;

      Subd. 6. A certificate of title issued by the department is prima facie evidence of the facts appearing on it.
      These subdivisions have been revised in the years following the Solums' transfer, however, the specific language cited above remains the same.

      . We went on to extol the advantages of the Motor Vehicle Act:
      The 1971 statutory enactment [supplanted] the former system of motor vehicle registration in this state by establishing a system of vehicle registration employing a certificate of title concept. ⅜ * * As a result, parties to a commercial transaction, whether it be sale or a security arrangement, were able to rely with practical certitude on what was inscribed on the certificate of title with respect to ownership and outstanding security interests much in the same way a vendee or mortgagee of real property has been able to rely upon a certificate of title issued under the Torrens system for the registration of title to real estate. The statutory scheme clearly contemplated that the true owner possess the certificate of title which on its face identifies him as the owner.

        Bank North, 420 N.W.2d at 602 (internal citations omitted).

      . The insurer claimed the spouse was barred from recovering uninsured motorist benefits based on an exclusion in the policy, an argument which required the insurer to challenge the presumption that the person named on the automobile title as buyer is the vehicle’s owner and to urge the adoption of a presumption that the spouse of the individual named on the vehicle title is also an owner. Id. at 264-66. .

      . In Vue we stated:
      Both the statute and the contract provide a mechanism by which State Farm can rebut the statutory presumption that [the sole owner] listed on the title, is the sole owner of the [vehicle]. We cannot attribute to [the spouse] ownership of the [vehicle] when State Farm has not even inquired into the factual basis for its claim that she is an owner of the [vehicle]. On remand, State Farm may yet delve into the factual questions behind the naked title to establish "use or possession” of the [vehicle] by [the spouse] to prove that she is an owner of the [vehicle].

        Id. at 267-68. Appellant Kraus argues this language "clearly establishes” that extrinsic evidence is admissible to prove that someone other than the individual named on the title owned the vehicle, even in the absence of a failed attempt to transfer title. We do not agree that Vue can be read so broadly. In Vue, the insurer claimed that the injured spouse was an owner — in effect that the title certificate registered by the insured did not accurately reflect ownership. It is quite another thing for the Solums, however, to dispute the accuracy of the title they registered.

      . In so holding, we observed:
      In all our cases in which a rebuttable presumption has been applied or considered, both before and after 1971 [when the Motor Vehicle Act was enacted], * ⅜ * * the inquiry has been focused upon the ascertainment of automobile ownership for the ultimate purpose of establishing the proper party against whom a tort claimant should address his or her tort-like claim for recovery of personal injury damages. In [none of the previous contexts] has the claimant relied upon the certificate of title to change his or her position visa-vis the automobile or its owner. In contrast, in a commercial setting, a transferee of the vehicle, or, as in this case, one lending money, repayment of which is secured by the vehicle, does rely upon the certificate of title at the time to purchase or to loan money on security of the vehicle.

        Id. at 601-02 (emphasis added).

      . On this point, appellants assert that the name on the certificate of title should be merely one factor in determining ownership of the pickup, referencing the nine-factor test utilized by the trial court in its instructions to the jury and pointing out that the name on the title is the only factor that weighs against Daniel Solum as owner. See 4 Minn. Dist. Judges Ass’n, Minnesota Practice Jury Instruction Guides, Civil, CIVJIG 32.10 (4th ed.1999); see also text accompanying note 5 above.

      . Appellants cite to provisions in the statute that indicate that "the owner shall at the time of the delivery of the vehicle execute an assignment and warranty of title” and "an owner who has delivered possession of the vehicle to the transferee * * * is not liable as owner for any damages resulting from operation of the vehicle after the delivery of the vehicle to the transferee.” Minn.Stat. § 168A.10, subds. 1, 5. (emphasis added). Appellants Paul and Helen Solum also find support in Minnesota’s version of the Uniform Commercial Code which states: "[T]itle passes to the buyer at the time and place at which the seller completes performance with reference to the physical delivery of the goods,” arguing that the physical delivery requirement of this statute applies to section 168A.10. Minn.Stat. § 336.2-401(2) (2000).