author: GILBERT, Justice.

text:
    ALPHA REAL ESTATE COMPANY OF ROCHESTER, Petitioner, Appellant, v. DELTA DENTAL PLAN OF MINNESOTA, et al., Respondents.
    No. C7-01-2259.
    Supreme Court of Minnesota.
    July 3, 2003.

      Timothy J. Hassett, Felhaber, Larson, Fenlon & Vogt, P.A., Minneapolis, for Appellant.
    David B Morse, Eagan, for Respondent.
   OPINION

GILBERT, Justice.

This case involves interpretation of a lease entered into by appellant, Apha Real Estate Company of Rochester, LLC, and respondent, Sui Generis Development Company. We must also determine the proper scope of review to apply to questions of law raised at the district court, where there was no motion for new trial pursuant to Minn. R. Civ. P. 59.01.

In 1995, Apha Real Estate of Rochester, LLC (Apha) entered into an agreement (1995 agreement) with respondent, Delta Dental Plan of Minnesota (Delta), providing that Apha would lease a dental clinic from Delta’s nominee, Sui Generis Development Company (Sui Generis). The 1995 agreement contains an additional rent clause stating that during the first 10 years of the lease Apha would pay “five percent of adjusted cash receipts” in any year that cash receipts exceeded $1 million, and an option to purchase clause. In the event of purchase, the 1995 agreement provides that the five percent rental formula “shall continue for the remainder of the 10 year period.” Sui Generis and A-pha subsequently entered into a lease with an option to purchase clause. The lease also contains a similar five percent additional rent clause, but does not provide that the five percent additional rent clause continues for the remainder of the 10-year period or survives the closing of the option. Subsequently, Apha attempted to exercise the lease’s option to purchase the property. Sui Generis refused to honor the option unless Apha continued to pay the five percent additional rent after closing the option. Apha then brought this action against Delta and Sui Generis seeking specific performance of the lease’s option to purchase. Apha also claimed that the five percent additional rent clause violates federal and state law. The district court determined that the 1995 agreement and the lease must be construed together and, therefore, the five percent additional rent clause survives the closing of the option. The court also concluded that the five percent additional rent clause does not violate federal or state law. Using a narrow scope of review on the alleged error of law, the court of appeals affirmed. We reverse in part, affirm in part and remand to the court of appeals.

Delta Dental Plan of Minnesota is a Minnesota non-profit health-service-plan corporation that sells and administers dental benefit plans to businesses, governmental units, and labor unions. In early 1995, Michael Walsh, the President of Delta, approached Dr. Ted Erickson, a dentist from Faribault, to discuss opening a dental clinic in Rochester. Walsh proposed that Delta would purchase property in Rochester and build a dental clinic on the property. Erickson would then lease the property and provide dental services on a preferred basis to Delta clients. Delta’s purpose in approaching Erickson was to address a lack of Delta providers in the Rochester area and to expand its provider network for its Delta Care product. Delta specifically needed a dental clinic in Rochester to service its IBM clients.

Negotiations between Erickson and Delta culminated in the execution of the 1995 agreement, dated August 4, 1995. The parties to the 1995 agreement are Alpha and Delta. Alpha was formed by Erickson and three other dentists from Faribault solely to lease the property. To operate the dental clinic, Erickson and the three dentists formed Apollo Dental Center, PLC (Apollo). Effective January 1, 1996, Apollo sub-leased the property from Alpha. Apollo is not a party to this action.

The 1995 agreement provides that Delta’s nominee, Sui Generis, will purchase real estate in Rochester, construct a dental clinic on the property, and purchase equipment to furnish the clinic. In return, Alpha would lease the property from Sui Generis over a 20-year term and provide dental care on a preferred basis to persons covered under dental programs sold or serviced by Delta. Under the terms of the 1995 agreement, the monthly lease payments consist of Sui Generis’ principal and interest loan payments plus a nominal administrative fee. In addition, the 1995 agreement contains a five percent additional rent clause:

If in any one calendar year during the first ten years of the Lease (1996-2005) the adjusted cash receipts exceed $1 million, [Alpha] shall pay to Sui Generis additional rent for that particular year a sum equal to five percent of adjusted cash receipts.

Adjusted cash receipts are defined as “total cash receipts from patient service revenue.” The 1995 agreement states that the purpose of the five percent additional rent is to reimburse Delta for the risk it assumed under the 1995 agreement, and “as a partial contribution to defraying Delta’s cost of marketing products in the Rochester area so as to provide a satisfactory volume of patients for the Rochester, Minnesota clinic.” Under the 1995 agreement Alpha has the option of purchasing the property. Alpha’s right to exercise the option is contingent upon the execution of an agreement satisfactory to Delta “which provides for the continued servicing of Delta and its affiliates’ patients on a preferred basis and the continued payment of the five percent rental surcharge.”

Pursuant to the 1995 agreement, Sui Generis purchased property in Rochester and began construction on the dental clinic. In the fall of 1995, Sui Generis as landlord and Alpha as tenant executed a lease (1995 lease). The monthly lease payments under the 1995 lease are classified as “Basic Rent” and consist of the actual principal and interest payments for the financing obtained by Sui Generis for the cost of the property and improvements. The 1995 lease also contains an additional rent clause, which differs slightly from the additional rent clause in the 1995 agreement:

Upon [Alpha’s] achievement of Gross Receipts per calendar year of $1,000,000 (“Benchmark”), [Alpha] shall pay as Additional Rent an amount equal to five percent of all Gross Receipts (“Percentage Rent”) for a period of ten successive years. “Gross Receipts” shall have the same meaning as “Adjusted Cash Receipts” as that term is defined in the [1995 agreement].

As in the 1995 agreement, the 1995 lease gives Alpha the option to purchase the property during the term of the lease. The lease defines the option price as the remaining principal and interest due at the time the option is exercised plus any basic or additional rent due or past due. In contrast to the 1995 agreement, the 1995 lease does not contain a provision for the continued payment of the five percent additional rent, or a survival clause. The lease does, however, provide that upon closing of the option the lease is cancelled and terminated and the parties are relieved • from their obligations under the lease “accruing subsequent to closing.” The 1995 lease also contains a merger clause. Once construction of the clinic was completed, Sui Generis and Alpha executed a second lease (1997 lease) to adjust the monthly lease payments to reflect cost overruns and changes in financing. The 1997 lease contains five percent additional rent, merger, option, and lease termination clauses identical to those in the 1995 lease. The district court found that the 1995 agreement and the 1995 and 1997 leases were all prepared by Delta’s attorneys. Apollo Dental Center opened a clinic on January 1, 1996 on the premises in issue.

In August 1999, pursuant to the 1997 lease, Alpha attempted to exercise its option to buy the property. Delta replied that it would not close on the option until Alpha provided written documentation stating that it would continue to pay the five percent additional rent and continue to service Delta’s clients on a preferred basis after the option was closed. Delta also asserted that Alpha defaulted on both the 1997 lease and the 1995 agreement by failing to pay $57,418.30 in additional rent for 1998, $86,741 in additional rent for 1999, and failing to provide financial statements.

Alpha brought this action against Delta and Sui Generis (collectively Delta) seeking specific performance of the 1997 lease option. Delta answered, claiming that the 1995 agreement is an integral part of the 1997 lease and that Alpha’s attempt to exercise the option did not comply with the 1995 agreement or the 1997 lease. Delta also counterclaimed, claiming that under the terms of the 1997 lease and the 1995 agreement, Alpha owed the five percent additional rent for 1998 and 1999. Alpha then moved for partial summary judgment seeking declaratory relief as to the rights and obligations of the parties under the 1997 lease and specific performance of the option to purchase. Alpha asserted that the 1997 lease, by its terms, is the final agreement of the parties and under the 1997 lease the five percent additional rent clause does not survive the closing of the option. Alpha also argued that the five percent additional rent clause violates state and federal law prohibiting kickbacks for dental service referrals. The district court denied Alpha’s motion for- summary judgment and specific performance, concluding that the intent of the parties as to whether the five percent additional rent survives the option to purchase is unclear.

The case proceeded to a bench trial in June 2001. The district court engaged in what it termed “the practical construction of the Agreements evidenced by the conduct of the parties” and concluded that the parties intended that “the five percent rent provision would survive for the balance of the first ten years of the Lease (1996-2005) in the event of the exercise of the option to purchase.” The court then concluded that Alpha breached the 1995 agreement and the 1997 lease with Delta. The court reasoned that the 1997 lease was not fully integrated and that the parties intended the 1997 lease to be read in conjunction with the 1995 agreement. Therefore, the court construed the 1995 agreement and the 1997 lease together. It reasoned that, “the absence of language regarding the five percent surcharge from the 1997 Lease was the result of an error; the absence of language regarding the five percent surcharge did not reflect the intent of either party. It was not negotiated.” Thus, the court concluded that Alpha breached the 1995 agreement and the 1997 lease and that the five percent additional rent clause survives the closing of the option to purchase. The court also concluded that the five percent additional rent clause does not violate state or federal statutes and that Delta is entitled to collect from Alpha $165,500.81, under the five percent additional rent clause, for 1998 and 1999. Using a narrow standard of review, the court of appeals affirmed.

We granted Alpha’s petition for review. We are asked to determine whether (1) the court of appeals applied the proper scope of review; (2) the five percent additional rent clause survives the closing of the option to purchase; and (3) the five percent additional rent clause violates federal or state antikickback statutes.

I.

We first address the proper scope of appellate review under these facts. Following the bench trial, Alpha did not move for a new trial pursuant to Minn. R. Civ. P. 59.01 but instead appealed directly to the court of appeals. At the court of appeals, Alpha argued that the district court erred in using extrinsic evidence to interpret the 1997 lease and in finding that the five percent additional rent clause did not violate federal and state antikickback statutes. Because Alpha had failed to move for a new trial, the court of appeals applied a narrow scope of review to these issues: “whether the evidence sustains the findings of fact and whether such findings sustain the conclusion of law and the judgment.” Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minn., No. C7-01-2259, 2002 WL 1840897, at *4 (Minn.App. Aug.13, 2002) (quoting Gruenhagen v. Larson, 310 Minn. 454, 458, 246 N.W.2d 565, 569 (1976)). Alpha asserts that the court of appeals impermissibly restricted the scope of review and that we should give full de novo review to the contractual and statutory interpretation issues.

In limiting the scope of review, the court of appeals reasoned that generally a motion for a new trial is a prerequisite to appellate review and if a motion for a new trial is not made, appellate review is limited to the Gruenhagen scope of review. Alpha Real Estate, 2002 WL 1840897, at *4 (citing Sauter v. Wasemiller, 389 N.W.2d 200, 201 (Minn.1986)). The court of appeals then noted that in previous cases it applied a “question of law” exception to this rule. But, in light of this court’s reasoning in Tyroll v. Private Label Chems., Inc., 505 N.W.2d 54, 57 (Minn.1993), the court of appeals concluded that the question of law exception is not a legitimate exception and refused to apply it to the present case. The court reasoned that Tyroll distinguishes sui generis rights, which are reviewable, from routine questions of law, which are not reviewable. Thus, the court concluded that because Alpha’s contractual and statutory interpretation issues did not involve sui generis rights, and because Alpha failed to move for a new trial, its review was limited to the Gruenhagen scope of review.

In Sauter, we reestablished our longstanding rule “that matters such as trial procedure, evidentiary rulings and jury instructions are subject to appellate review only if there has been a motion for a new trial in which such matters have been assigned as error.” 389 N.W.2d at 201. The benefits of requiring motions for a new trial are twofold: (1) they may eliminate the need for appellate review; or (2) if appellate review is sought, they facilitate development of “critical aspects of the record.” Id. More specifically, motions for a new trial “focus the [district] court’s attention on the specifics of an objection”; give the district court the time “and the opportunity to consider the context in which the alleged error occurred and the effect it might have had upon the outcome of the litigation”; and provide the district court with the opportunity to correct its own errors. Id. at 201-202.

In Tyroll, we clarified the Sauter rule. Tyroll involved an employer’s subrogation claim where the district court ruled against the defendant tortfeasor. 505 N.W.2d at 56. Arguing that he was entitled to a jury trial, the defendant appealed directly to the court of appeals without first moving for a new trial. Id. The court of appeals determined that questions of law are reviewable by an appellate court despite the appellant’s failure to move for a new trial. Id. The court of appeals then determined that the jury trial issue was a question of law, reviewed the issue and held that the district court erred in denying the defendant a new trial. Id.

Considering whether the jury trial issue was properly reserved for appellate review, we first reiterated the Sauter rule: “matters such as trial procedure, eviden-tiary rulings and jury instructions are subject to appellate review only if there has been a motion for a new trial in which such matters have been assigned as error.” Tyroll, 505 N.W.2d at 56 (quoting Sauter, 389 N.W.2d at 201). Next, we addressed the question of law exception applied by the court of appeals. Reasoning that, with ingenuity, most issues can be converted into questions of law, we warned, “if the [question of law] exception were to be allowed, it would soon swallow up Sauter.” Id. at 57. Thus, we concluded that the question of law exception is incompatible with our well-established case law. Id. Turning to the issue of whether Sauter barred appellate review of the jury trial issue, we stated that the “threshold issue” is whether the contested issue is a matter of trial procedure. Id. Applying this standard, we reasoned that the right to a jury trial is more than procedural; it is also sui generis because “it defines the basic nature of the decisionmaking process itself.” Id. Thus, we reviewed the jury trial issue. Id.

Alpha argues the court of appeals misconstrued Tyroll. We agree and conclude that Tyroll does not stand for the proposition that we will review non sui generis questions of law only when the appellant has made a motion for a new trial. In this instance, the questions of law at issue before us were fully briefed and argued at the district court in the summary judgment memoranda and post-trial prejudgment briefs. While we did reject a broad question of law exception in Tyroll, we nevertheless reviewed the issue of whether the defendant was entitled to a jury trial. Our warning that “[w]ith a little ingenuity, most questions can be converted into so-called ‘questions of law" ” was directed at the practice of attempting to convert procedural, evidentiary, and jury instruction issues into questions of law. Id. Thus, we conclude that the Sau-ter rule does not apply to substantive questions of law that were properly raised during trial. Any holding to the contrary would be akin to requiring a motion for reconsideration of all rulings before the appellate courts could properly address substantive questions of law.

Moreover, we have consistently enunciated the Sauter rule in terms of “trial procedure, evidentiary rulings and jury instructions.” Tyroll, 505 N.W.2d at 56 (quoting Sauter, 889 N.W.2d at 201); see also, Heise v. J.R. Clark Co., 245 Minn. 179, 191, 71 N.W.2d 818, 826 (1955). We have classified matters such as trial procedure, evidentiary rulings and jury instruction as “issues arising during the course of trial.” Sauter, 389 N.W.2d at 202. The motion for a new trial aids the district court in reconsidering objections to issues that arose during trial. When objections are made during the course of trial, the court must make quick, on-the-spot deci sions. The motion for a new trial gives the court time to consider the context of the objection and the effect the error may have had on the outcome of the case. This permits the court to more fully develop the record for appellate review or to correct its own mistake and alleviate the need for appellate review. Moreover, we give deference to the court’s decisions regarding such matters that arise during the course of trial. Hilligoss v. Cargill, Inc., 649 N.W.2d 142, 147 (Minn.2002) (stating that district courts have broad discretion in determining jury instructions); Gross v. Victoria Station Farms, Inc., 578 N.W.2d 757, 760-61 (Minn.1998) (stating that the district court has “considerable” discretion in determining whether to admit an expert opinion). Thus, a general demarcation line can be drawn as to when post-trial motions are required for assignments of error relating to the conduct of the trial that reside within the district courts’ discretion and substantive questions of law.

In contrast to matters arising during the course of trial, we do not give deference to the district court’s conclusions of law and we review questions of law de novo. Kornberg v. Kornberg, 542 N.W.2d 379, 384 (Minn.1996); Boldt v. Roth, 618 N.W.2d 393, 396 (Minn.2000). Here, Alpha raises two such issues on appeal: (1) whether the 1997 lease was fully integrated; and (2) whether the five percent additional rent clause violates federal or state law. This is not the situation we expressed concern about in Tyroll. Alpha is not ingeniously converting a procedural issue into a question of law. In addition, the policy reasons supporting our Sauter decision are not implicated here. One purpose for requiring post-trial motions is to flesh out the reasoning behind a district court’s ruling. Alpha raised the two issues twice during the course of trial, in a pretrial summary judgment motion and in a post-trial, prejudgment brief. Thus, the district court had ample opportunity to consider these issues and did not need more time to flesh out or refine its reasoning. Moreover, a new trial would not alter the court’s conclusions of law; there is no evidence to exclude, no erroneous jury instructions to correct, and no trial procedures to alter. For the above reasons, we conclude that, while permissive, motions for a new trial pursuant to Minn. R. Civ. P. 59.01 are not a prerequisite for appellate review of substantive questions of law when a genuine issue of law is properly raised and considered at the district court level. Accordingly, we hold that the court of appeals erred in using the Gruenhagen scope of review.

II.

We next consider whether the five percent additional rent obligation survives the closing of the option. This issue involves the interpretation of a written contract, which is a question of law. Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511, 515 (Minn.1997). We review questions of law de novo. Boldt, 618 N.W.2d at 396.

The district court concluded that the five percent additional rent clause survives the closing of the option. Considering extrinsic evidence, the court concluded that the lease was ambiguous and that the parties intended their relationship to be governed by the terms of the 1995 agreement in conjunction with the 1997 lease. Reviewing the circumstances surrounding the negotiations of the 1995 agreement and the 1997 lease, the court found that the absence of language in the 1997 lease regarding the survival of the five percent additional rent after the closing of the option was the result of “scrivner’s [sic] error,” “mutual mistake,” or “an oversight,” and that neither party intended to alter the language of the 1995 agreement. Therefore, the court concluded that the five percent additional rent, as represented in the 1995 agreement, survives the closing of the option to purchase.

The court of appeals affirmed the district court, stating that it was using the Gruenhagen scope of review. However, the court of appeals concluded that the district court erred in finding that the facts and circumstances of the case revealed an ambiguity in the 1997 lease and in finding the existence of mutual mistake or a scrivener’s error. The court of appeals then affirmed the district court on an alternative ground; it concluded that the district court was justified in using extrinsic evidence to determine whether the 1997 lease was fully integrated. The court of appeals held that the 1997 lease was not fully integrated and that the district court did not err in allowing parol evidence from the 1995 agreement to prove the contents of the survival clause. Even though the court of appeals purported to use the Gru- enhagen scope of review, it actually reviewed the contractual interpretation issue de novo. Because the court of appeals has already reviewed this issue de novo, a remand is inappropriate and we will review the issue.

Alpha argues that the 1997 lease is a complete integration and, therefore, extrinsic evidence [the terms of the 1995 agreement], cannot be used to supplement the terms of the 1997 lease. In response, Delta contends that the parties intended to have their relationship governed by both the 1995 agreement and the 1997 lease. The parol evidence rule “prohibits the admission of extrinsic evidence of prior or contemporaneous oral agreements, or pri- or written agreements, to explain the meaning of a contract when the parties have reduced their agreement to an unambiguous integrated writing.” Richard A. Lord, Williston on Contracts § 33:1 (4th ed.1999). Accordingly, “when parties reduce their agreement to writing, parol evidence is ordinarily inadmissible to vary, contradict, or alter the written agreement.” Hruska v. Chandler Assoc’s., Inc., 372 N.W.2d 709, 713 (Minn.1985).

However, “where a written agreement is ambiguous or incomplete, evidence of oral agreements tending to establish the intent of the parties is admissible.” Gutierrez v. Red River Distrib., Inc., 523 N.W.2d 907, 908 (Minn.1994) (quoting Material Movers, Inc. v. Hill, 316 N.W.2d 13, 17 (Minn.1982)). If it appears from the circumstances surrounding the case that the parties did not intend the agreement to be a complete integration, then parol evidence can be used to prove the existence of a separate consistent oral agreement. Bussard v. Coll. of St. Thomas, Inc., 294 Minn. 215, 224, 200 N.W.2d 155, 161 (1972) (citing Phoenix Publ’g Co. v. Riverside Clothing Co., 54 Minn. 205, 206, 55 N.W. 912 (1893)). We articulated the following rule to determine whether a contract is a complete integration:

A determination of whether the written document is a complete and accurate “integration” of the terms of the contract is not made solely by an inspection of the writing itself, important as that is, for the writing must be read in light of the situation of the parties, the subject matter and purposes of the transaction, and like attendant circumstances.

Bussard, 294 Minn. at 224, 200 N.W.2d at 161.

Although Bussard states the writing “must be read in light of the situation of the parties, the subject matter and purposes of the transaction, and like attendant circumstances,” Bussard did not involve an agreement that included a merger clause. A merger clause establishes that the parties intended the writing to be an integration of their agreement. Richard A. Lord, Williston on Contracts § 33:21 (4th ed.1999). In some jurisdictions a merger clause is “conclusive evidence of the parties’ intent to consider the agreement integrated.” Id.

Here, the 1997 lease contains a merger clause:

All preliminary and contemporaneous negotiations are merged into and incorporated in this Lease Agreement. This Lease Agreement contains the entire agreement between the parties and shall not be modified or amended in any manner except by an instrument in writing executed by the parties hereto.

This merger clause specifically states that it is the “entire agreement between the parties.” As the district court found, “the 1997 lease is a 54-page, comprehensive agreement which, by its terms, contains the entire agreement between the parties.” Thus, under these facts, we need not look beyond the writing of the 1997 lease itself to determine whether it is a complete integration.

Although the district court found that the 1997 lease contained the entire agreement of the parties, it engaged in a practical construction of the 1995 agreement to modify the terms of the 1997 lease. We agree that the 1997 lease is a comprehensive agreement that contains the entire agreement of the parties, but we also conclude that the district court erred in construing the 1997 lease and the 1995 agreement together. While there is a reference to the 1995 agreement in the 1997 lease, it is solely limited to providing a definition of “adjusted cash receipts.” There is no reference in the 1997 lease to other terms of the 1995 agreement or any provision for the continuance of the five percent additional rent payments after purchase. Moreover, Bussard instructs that if the additional agreement is one that similarly situated parties would include in the written agreement, then the written agreement is complete. Bussard, 294 Minn. at 226, 200 N.W.2d at 162. The survival of the additional rent obligation after purchase is certainly important enough that the parties would have included it in the 1997 lease if it were intended to survive after a purchase by Alpha.

In its analysis, the court of appeals did not address the 1997 lease merger clause, or the fact that the district court found that the 1997 lease “contains the entire agreement between the parties.” It simply held that “the parties entered into several agreements, all of which must be read in light of the others.” Alpha Real Estate, 2002 WL 1840897, at *7. In reasoning that the 1995 agreement and the 1997 lease must be construed together, the court of appeals relied on Anchor Cas. Co. v. Bird Island Produce, Inc., 249 Minn. 187, 82 N.W.2d 48 (1957). In Anchor Casualty, we stated that, “It is well established that where contracts relating to the same transaction are put into several instruments they will be read together and each will be construed with reference to the other.” Id. at 146, 82 N.W.2d at 54. Here, although the 1995 agreement and the 1995 and 1997 leases involve the same property, they differ and were entered into successively and not contemporaneously. Furthermore, the 1997 lease replaced both the prior lease and the 1995 agreement and represented the new and entire agreement of the parties. Therefore, the rule articulated in Anchor Casualty is not applicable here.

The court of appeals then affirmed the district court’s use of extrinsic evidence to determine whether the 1997 lease was fully integrated and concluded, “that the survival clause remained in effect after the execution of the 1997 lease.” The court of appeals found that the survival clause from the 1995 agreement was “a consistent additional term.” While we do not need to reach this issue because we conclude that the 1997 lease is a complete integration, contrary to what the court of appeals held, the survival clause is in fact inconsistent with the terms of the 1997 lease. The 1997 lease provides that upon the closing of the option the parties are relieved of their lease obligations. The survival clause providing for the continuation of the additional five percent rent obligation after the closing of the option contradicts the clear language of the lease relieving the parties from their lease obligations upon the closing of the option to purchase.

Finally, we affirm the court of appeals on the grounds stated herein, that this was not an appropriate case for reformation of a contract. The district court erred when it found that the absence of language in the 1997 lease regarding the survival of the five percent additional rent after the closing of the option was a result of mutual mistake or scrivener’s error. The district court reasoned that because the parties did not negotiate a change to the five percent additional rent provision in the 1995 or 1997 lease, “The change was made by mistake, inadvertence, or a scriv-ner’s [sic] error.” Thus, on the basis of mutual mistake and scrivener’s error, the district court essentially reformed the 1997 lease to include the survival of the five percent additional rent clause. Reformation is appropriate when

(1) there was a valid agreement between the parties expressing their real intentions; (2) the written instrument failed to express the real intentions of the parties; and (3) this failure was due to a mutual mistake of the parties.

Nichols v. Shelard Nat’l Bank, 294 N.W.2d 730, 734 (Minn.1980). To demonstrate mutual mistake based on scrivener’s error, “it is necessary that both parties agree as to the content of the document but that somehow through a scrivener’s error the document does not reflect that agreement.” Id. Here, there is no evidence of a drafting error; nor is there evidence of mutual mistake, fraud, misrepresentation or inequitable conduct. Reformation was not an appropriate remedy. Moreover, as found by the district court, the 1997 lease was drafted by Delta’s counsel. Even if there were an ambiguity in the 1997 lease, any such ambiguity would be construed against the party who drafted it. Hilligoss, 649 N.W.2d at 149.

We conclude that the 1997 lease is a complete integration and represents the complete and exclusive statement of the terms of the agreement between the parties and is unambiguous. Therefore, it was error to consider extrinsic evidence, such as the conduct of the parties, and the terms of the 1995 agreement, to reform or modify the terms of the 1997 lease.

We next consider Alpha’s contention that under the 1997 lease the five percent additional rent obligation terminates when Alpha exercises its option to purchase. As found by the district court, neither the 1995 nor the 1997 lease provided for the extension of the five percent additional rent upon exercise of the option to purchase the property. We hold that under the 1997 lease Alpha’s five percent additional rent obligation terminates upon the closing of the option to purchase and reverse the court of appeals.

III.

Although we have determined that the five percent additional rent does not survive the closing of the option, the issue of whether the five percent additional rent violates state and federal law must still be determined because the district court ordered Alpha to pay Delta $165,500.81 in additional rent for 1998 and 1999. In considering this issue, the court of appeals erroneously applied the Gruenhagen scope of review. Therefore, we remand the issue to the court of appeals to review de novo whether the five percent additional rent clause violates federal and state law.

Reversed in part, affirmed in part and remanded.

      . Alpha does not generate any “adjusted cash receipts" because Alpha does not operate the clinic, and was formed solely to lease the property. Apollo generates professional fees, but is not party to the 1995 agreement or to the leases on this lawsuit. In its findings of fact the district court equated Alpha and Apollo and found "That Alpha provides dental services,” and “That the first year Alpha achieved the targeted one million dollars of gross receipts triggering the five percent (5%) rental surcharge was for calendar year 1998.”

      . The lease provided: "Exercise may only be made by Tenant strictly in accordance with the terms and conditions herein."

      . "All preliminary and contemporaneous negotiations are merged into and incorporated in this Lease Agreement. This Lease Agreement contains the entire agreement between the parties and shall not be modified or amended in any manner except by an instrument in writing executed by the parties hereto.”

      . See 42 U.S.C. § 1320a-7b(b) — 7b(f) (2000) and related statutes and regulations; Minn. Stat. § 62J.23, subd. 1 (2002) and Minn.Stat. § 150A.11, subd. 4 (2002).

      . Black's Law Dictionary defines substantive law as "The part of the law that creates, defines, and regulates the rights, duties, and powers of parties.” Blades Law Dictionary 1443 (7th ed.1999). In contrast, procedural law is defined as "The rules that prescribe the steps for having a right or duty judicially enforced, as opposed to the law that defines the specific rights or duties themselves.” Id. at 1221.

      . See e.g., Crown Pontiac, Inc. v. McCarrell, 695 So.2d 615, 618 (Ala.1997) ("[W]e hold that the merger clause in the second retail buyer's order form bars the enforcement of any previous agreements of the parties and makes the final retail buyer's order form the final contract of the parties.''); Nelson v. Elway, 908 P.2d 102, 107 (Colo.1996) (holding that "merger clauses preclude consideration of extrinsic evidence to ascertain the intent of the parties"); Brown v. Grow, 249 Mass. 495, 144 N.E. 403, 404 (1924) ("[W]hen in a written contract is a stipulation that the contract recites all the inducements to its execution, that no representation not embodied therein shall be binding and no agent has power to modify or waive any of its terms, evidence extraneous and contradictory to its terms is not admissible.").

      . Delta does not contend that under the 1997 lease the additional rent clause survives the closing of the option and they specifically accept the district court's findings of fact.


source: Caselaw Access Project

author: MEYER, Justice.

license: Public Domain

text:
    Justin Brooks STILES, Petitioner, Appellant, v. STATE of Minnesota, Respondent.
    No. C6-02-1730.
    Supreme Court of Minnesota.
    July 3, 2003.

      Leslie J. Rosenberg, Asst. State Public Defender, Minneapolis, MN, for Appellant.
    Mike Hatch, Attorney General, St. Paul, MN, Amy Klobuehar, Hennepin County Attorney, Donna J. Wolfson, Asst. County Attorney, Minneapolis, MN, for Respondent.
   OPINION

MEYER, Justice.

A jury convicted Justin Brooks Stiles of the first- and second-degree murder of Heinz Moorman. He was sentenced to life in prison. In this appeal Stiles argues that the postconviction court abused its discretion in two regards: first, it denied relief based on the trial court’s refusal to instruct the jury on three lesser-included offenses; and second, it denied relief on two evidentiary rulings of the trial court. We affirm the district court.

Appellant Justin Brooks Stiles was nineteen years old when he and four of his friends attempted to rob eighteen-year-old Heinz Moorman of a half pound of marijuana. The young men were habitual marijuana users, and frequently bought drugs from Moorman. On the day of the shooting, however, Stiles and his friends could not pay for the marijuana, so they devised a plan to steal the drugs.

Stiles’ friend, Brandon Connor, called Moorman and arranged to meet him in Augsburg Park in Richfield to buy some marijuana. The young men planned to bring guns along to the meeting, which they could use to scare Moorman into turning over the marijuana. On the day of the shooting, Stiles had taken a .12 gauge sawed-off shotgun outside his house and shot it at a tree to see if it was working. Earlier in the week Stiles had sawed off the stock and barrel of the shotgun.

Around 9:00 p.m. on January 8, 1998, the five men — Stiles, Connor, and three other friends, Sean Ueland, Charlie Seep-ersaud, and Jason Vaheen — -drove to Augsburg Park in a van, and Moorman drove into the park a short time later. Stiles had the .12 gauge sawed-off shotgun and Seepersaud had a .20 gauge shotgun. Moorman approached the van, but refused Connor’s invitation to get in the van. Instead, Moorman invited Connor out of the van and opened the trunk of his car. He took out a shoebox, which he had previously used to transport marijuana for the group. The shoebox contained a half pound of marijuana. Once Moorman took out the shoebox, Stiles and Seepersaud jumped out of the van, cocked their shotguns, and yelled, “give us your shit!”

Instead of turning over the drugs upon seeing the guns, Moorman threw the shoebox back into the trunk of his car, slammed the trunk shut, and reached toward his waist. According to Connor, Ue-land yelled to his friends. Ueland saw that Moorman had a gun in his waistband and that Moorman was reaching for a gun. Stiles and Seepersaud fired at Moorman, hitting him several times. Moorman died from multiple gunshot wounds.

After the shooting, Seepersaud ran off, and the other four men got in the van and drove to Connor’s house. Stiles threatened the others not to tell anyone what had happened. Nevertheless, Stiles told several other friends that he had shot Moorman after Moorman pulled a gun.

The evening of the shooting, Stacy Ste-gora picked Stiles up from his house and took him to her home in Big Lake, Minnesota. Stiles asked Stegora to find the guns and hide them. He also told Stegora that he was going to tell police he was someone else. When the police found Stiles at Stegora’s home on January 11, 1998, Stiles attempted to conceal his identity. After his arrest, he was charged with two counts of first-degree murder (while committing attempted aggravated robbery and the sale of a controlled substance), and one count of intentional second-degree murder.

The state presented its case against Stiles using testimony from his friends and three of his accomplices, Ueland, Connor, and Seepersaud. One friend testified that while Connor led the planning, Stiles participated in discussions of how the robbery would proceed and agreed to bring his gun to the meeting with Moorman. Seeper-saud testified that Stiles carried a .12 gauge shotgun to the park. Ueland testified that Stiles chambered a round as Moorman opened the trunk of his car. All three accomplices testified that Stiles shot three times at Moorman — twice after Moorman had fallen to the ground. To shoot the second and third time, Stiles had to manually pump his shotgun to chamber each additional shell. Ueland testified that immediately after the murder, Stiles threatened to kill Ueland if he told anyone what Stiles had done. The state elicited testimony from Suresh Beni and Stacy Stegora that Stiles told them he killed Moorman.

In addition to presenting testimony from Stiles’ friends and accomplices, the state called a ballistics expert from the Bureau of Criminal Apprehension State Crime Laboratory. The expert concluded, based on his analysis of shotgun shell wads and shotcups discovered both at the crime scene and during the autopsy, that three shots were fired from the .12 gauge shotgun, and one from the .20 gauge shotgun. He testified that the pattern of holes found on Moorman’s jacket was consistent with shots from the .12 gauge, one at a distance of less than two feet, and the second from between five and ten feet. The state also called the medical examiner, who concurred with the ballistics expert about the number and relative proximity of shots.

The defense theory was that Stiles did not shoot Moorman, but that Connor and others implicated Stiles in order to shift blame from themselves. Stiles presented two defense witnesses who had been jailed with Connor, who testified that Connor had reported that Vaheen and Seepersaud were the shooters. A third witness attacked the credibility of Stegora, who had testified that Stiles admitted killing Moor-man. Stiles did not testify in his own defense.

Initially, the question of intent played only a minor part in Stiles’ defense. While Stiles’ defense counsel argued in his opening statement that Ueland and Vaheen never intended to harm Moorman, intent became an important subject of testimony when Seepersaud took the stand at the end of trial. Seepersaud explained that he did not intend to kill Moorman, but panicked when he saw the gun in Moorman’s waistband. Stiles’ defense counsel argued in his closing that no one went to the park intending to kill, but he did admit that the shooters intended to shoot Moorman before Moorman shot them.

Toward the close of trial, defense counsel petitioned the court to include three lesser-included offenses in the instructions to the jury: second-degree unintentional felony murder, third-degree murder, and first-degree heat-of-passion manslaughter. The defense also requested a self-defense instruction. The trial court denied the requests because it found there was sufficient evidence of intent to convict of the charged offenses, noting that the testimony indicated Stiles “intended to kill [Moor-man] or to do an act that would have that result.” After eleven days of trial, the jury convicted Stiles of two counts of first-degree murder, and one count of second-degree murder. The court then sentenced him to life in prison.

Stiles’ defense counsel did not bring a timely direct appeal, but did bring a post-conviction appeal.

The postconviction court ruled against Stiles on the two issues he raises here. First, it denied Stiles’ request for a new trial based on the trial court’s refusal to include lesser offenses in the jury instructions. Second, the postconviction court denied Stiles’ contention that any evidentiary errors were a substantial factor in the trial’s outcome. Stiles appeals from the decision of the postconviction court.

I. Lesser-included Offenses

Our review of a district court’s postconviction ruling is limited. Absent an abuse of discretion, the decision of a post-conviction court will not be overturned. King v. State, 649 N.W.2d 149, 156 (Minn.2002).

Our case law on lesser-included offenses mandates that the trial court instruct the jury on the requested offense if the defendant establishes three things: the lesser offense is included in the higher charge, the evidence provides a rational basis for acquitting the defendant of the offense charged, and the evidence provides a rational basis for convicting the defendant on the lesser-included offense. Bellcourt v. State, 390 N.W.2d 269, 273 (Minn.1986); State v. Leinweber, 303 Minn. 414, 421-22, 228 N.W.2d 120, 125-26 (1975). The mandatory nature of the rule acts as a safeguard within our jury system. As the United States Supreme Court has noted, it safeguards against juries who may be improperly predisposed to find defendants guilty by offering the jury alternatives. See Keeble v. United States, 412 U.S. 205, 212-13, 93 S.Ct. 1993, 36 L.Ed.2d 844 (1973) (“[w]here one of the elements of the offense charged remains in doubt, but the defendant is plainly guilty of some offense, the jury is likely to resolve its doubts in favor of conviction”). If, over the course of a trial, evidence develops that would provide a rational basis to acquit on the charged crime, and the defense counsel requests an instruction on a lesser-included offense supported by the evidence, the judge should grant it lest the jury be left with a Hobson’s choice between the higher offense or nothing.

In order for an instruction on a lesser-included offense to function as a safeguard, however, the defendant must meet the legal test outlined above — that the lesser offense is included in the charged offense, and that the evidence provides a rational basis for an acquittal on the offense charged and a conviction on the lesser offense. Bellcourt, 390 N.W.2d at 273. If that legal test is not met, a lesser-included offense could improperly provide the means for a jury to express sympathy for the defendant by finding the defendant guilty of an unwarranted lesser charge. The state does not dispute that the three crimes Stiles requested instruction for are all lesser-included offenses of first-degree murder; the only relevant question in this case is whether the postconviction court abused its discretion in denying relief based on the trial court’s refusal to submit the lesser-included offenses to the jury.

Each of the three crimes submitted to the jury included an element of intent. Stiles was charged with two counts of first-degree murder under MinmStat. § 609.185(3) (2002): causing “the death of a human being with intent to effect the death of the person or another, while committing or attempting to commit burglary, aggravated robbery, * * * or any felony violation of chapter 152 involving the unlawful sale of a controlled substance” (emphasis added). He had also been indicted for intentional second-degree murder under Minn.Stat. § 609.19, subd. 1(1) (2002): causing “the death of a human being with intent to effect the death of that person or another, but without premeditation” (emphasis added).

A. Second-degree Unintentional Felony Murder

Near the close of trial, Stiles requested that the jury receive instructions on second-degree unintentional felony murder. Unintentional felony murder is defined in Minn.Stat. § 609.19, subd. 2(1) (2002), as causing “the death of a human being, without intent to effect the death of any person, while committing or attempting to commit a felony offense other than criminal sexual conduct in the first or second degree with force or violence or a drive-by shooting” (emphasis added).

The trial court ruled that there was no rational basis for the jury to convict on unintentional second-degree murder and acquit on first-degree murder and intentional second-degree murder. The post-conviction court found that the circumstantial evidence supported a finding that Stiles shot Moorman intentionally, which justified the conviction.

Stiles argues that a charge on unintentional second-degree murder was appropriate because “a finding that [Stiles] intended to shoot and kill [Moorman] was only one possible inference from the evidence.” Stiles emphasizes that intent to shoot is not the same as the intent to MU required by the statute. Stiles posits that a rational jury could have believed he shot in a panic, without any specific intent to kill Moorman. We disagree.

A finding of criminal intent is not limited to situations in which a defendant has stated his or her intent to kill the victim. Intent can be inferred from the words and acts of the shooter before and after the incident, and from the idea that a person intends the natural consequences of his or her actions. State v. Johnson, 616 N.W.2d 720, 726 (Minn.2000); CRIMJIG 11.26 (noting that “intent * * * is not always susceptible to proof by direct evidence, but may be inferred from all the circumstances surrounding the event”). In a number of cases, we have noted that pointing a loaded gun at a person and firing it is likely to cause death, and leads to an inference of intent.

The present case is factually very similar to State v. Dukes, in which we concluded that the trial court did not abuse its discretion in refusing to instruct on second-degree felony murder (-unintentional) because the evidence of intent was too strong for a rational jury to acquit on the intentional felony murder charge. State v. Dukes, 544 N.W.2d 13, 20 (Minn.1996). The evidence supporting an inference of intent in Dukes consisted of Dukes planning the robbery, arming himself with a loaded gun, attempting to rob two people, and driving his car to and from the location where his accomplice shot a victim at close range in the course of a robbery. Id.

One of Dukes’ accomplices testified that he did not intend to kill the victim, just scare him. Id. at 17, 20. Dukes attempted to use that testimony to argue that a charge of unintentional killing was appropriate. Id. at 20. However, the accomplice testimony in Dukes was rejected as insufficient to raise a rational basis to acquit on the intentional murder charge in light of all the other evidence of intent. Id. Stiles similarly argues he lacked intent to Ml based on Seepersaud’s testimony that the group did not intend to kill Moor-man. However, the evidence of intent in this case is just as inculpatory as the evidence in Dukes — Stiles assisted in planning the robbery, armed himself with a loaded gun, attempted to rob Moorman, and shot him three times in the course of the robbery. In light of this evidence, we conclude that the postconviction court did not abuse its discretion in refusing to grant a new trial based on the trial court’s refusal to instruct the jury on second-degree unintentional felony murder.

B. Third-degree Murder

Stiles also requested a jury instruction on the lesser-included offense of third-degree murder. As defined by statute, third-degree murder occurs when an individual “without intent to effect the death of any person, causes the death of another by perpetrating an act eminently dangerous to others and evincing a depraved mind, without regard for human life.” Minn.Stat. § 609.195(a) (2002) (emphasis added). Third-degree murder occurs when death is caused without intent to kill and “excludes a situation where the animus of defendant is directed toward one person only.” Id.; State v. Hanson, 286 Minn. 317, 328-29, 176 N.W.2d 607, 614-15 (1970).

The postconviction court concluded that the evidence did not “rationally support a finding that [Stiles] acted in a manner that was eminently dangerous to more than one person as required by this statute.” The court analogized Stiles’ request to that denied in State v. Stewart, 276 N.W.2d 51, 54 (Minn.1979), and noted that Stiles had an intended victim, whereas third-degree murder is generally used when no specific individual is singled out.

Stiles maintains that the evidence at trial rationally supported a conclusion that he did not aim particularly at Moor-man, or intend to Ml, but fired the gun in panic when he heard that Moorman had a gun. Stiles asks us to distinguish the Stewart case by emphasizing that panic ensued after Ueland yelled to the group that Moorman was reaching for his gun.

The facts of this case are analogous to those in Stewart, in which we concluded the trial court did not abuse its discretion in failing to submit third-degree murder to the jury. 276 N.W.2d at 54. In Stewart we determined that a defendant who had shot his gun twice at the victim without shooting at anyone or anything else, and endangering no one else’s safety, had established “no rational basis for a conclusion that [the defendant’s] actions were eminently dangerous to more than one person as is required for an instruction of third-degree murder.” Id. Similarly in this case, the defense has put forward no evidence that Stiles shot at anyone or anything other than Moorman. Given the circumstantial evidence supporting Stiles’ intent and the absence of any evidence that Stiles endangered anyone other than Moorman, no rational jury could have acquitted Stiles on intentional murder charges and convicted on third-degree murder. We hold that the postconviction court did not abuse its discretion in denying a request for a new trial based on the trial court’s refusal to instruct the jury on third-degree murder.

C. First-degree Manslaughter

The final instruction that Stiles sought was first-degree (heat-of-passion) manslaughter. Stiles posits that when Moorman reached for the gun in his waistband, he provoked a passionate response from Stiles, meriting a heat-of-passion manslaughter instruction. First-degree heat-of-passion manslaughter is defined by Minn.Stat. § 609.20(1) (2002) as “intentionally causing] the death of another person in the heat of passion provoked by such words or acts of another as would provoke a person of ordinary self-control under like circumstances.” As heat-of-passion manslaughter contains the element of intent, the key difference between this crime and the crimes charged is the element of provocation. Two elements are necessary for an intentional killing to be mitigated to heat-of-passion manslaughter — the defendant must kill in the heat of passion and the provocation must have been sufficient to induce a person of ordinary self-control under like circumstances. State v. Buchanan, 431 N.W.2d 542, 549 (Minn.1988).

The postconviction court was adamant that the facts of this case did not merit a heat-of-passion manslaughter instruction. The court explained that “[t]o suggest that any move by Moorman to protect himself as [Stiles] pointed a loaded shotgun at him should somehow mitigate this homicide to one of heat-of-passion is as absurd as claiming a right to self-defense.” In sum, the court said there was no evidence offering a rational basis to acquit on intentional murder and convict on heat-of-passion manslaughter.

In State v. Thompson, 544 N.W.2d 8 (Minn.1996), we refused to reduce the appellant’s conviction from first-degree murder to heat-of-passion manslaughter, noting that appellant had “provoked the situation which made self-defense necessary and in no way withdrew from that situation.” Id. at 12. The circumstances of the shooting in Thompson were: the appellant was in a car with the victim selling drugs, the appellant became nervous, pulled out a gun and pointed it at the victim, who then pointed his own gun at appellant, at which point appellant shot the victim once. Id. at 10. In this case, Stiles and his accomplices were the aggressors in the conflict with Moorman and, therefore, Stiles was not entitled to an instruction on heat-of-passion manslaughter. We hold that the postconviction court did not abuse its discretion in refusing to grant a new trial based on the trial court’s refusal to instruct the jury on heat-of-passion manslaughter.

II. Evidentiary Rulings

Stiles argued to the postcon-viction court that the state committed two prejudicial errors at trial: the state produced evidence that Stiles was a member of a gang, and the prosecutor asked a question that prompted a potentially prejudicial response from a witness. The post-conviction court ruled against Stiles on both issues. We review the court’s ruling for abuse of discretion. King v. State, 649 N.W.2d 149, 156 (Minn.2002). An abuse of discretion occurs when the court’s erroneous ruling substantially influences the jury to convict. State v. Loebach, 310 N.W.2d 58, 64 (Minn.1981).

A. Evidence of Stiles’ Gang Affiliation

The state called Suresh Beni as a witness, and Beni testified that Stiles had admitted killing Moorman. On cross-examination, defense counsel attempted to discredit Beni by asking whether Beni was a member of the Gangster Disciples. Beni admitted membership in the gang, and defense counsel then asked whether Beni would testify against a fellow gang member. Defense counsel was attempting to imply that Beni would he to protect Seep-ersaud, a fellow gang member and one of Moorman’s shooters. On re-direct, the state was permitted to elicit testimony from Beni that Stiles was also a member of the Gangster Disciples. Stiles argues that Beni’s statement that Stiles was a gang member unreasonably prejudiced the jury and constitutes reversible error.

In State v. Yang, we held that cross-examination regarding a defendant’s gang membership was admissible when it was elicited after defendant claimed he lied about the crime because he was afraid of gang retribution. 644 N.W.2d 808, 817 (Minn.2002). We said the defendant’s testimony regarding his fear of gangs “opened the door and allowed the state’s cross-examination and rebuttal regarding [appellant’s] gang affiliation.” Id. Additionally, we concluded the testimony was more probative than prejudicial because Yang’s testimony had painted an incomplete picture of his relationship to gangs. Id.

The defense similarly opened the door to testimony regarding Stiles’ gang affiliation in this case. Stiles raised the issue of gang affiliation in his opening statement and referred to it throughout the trial, notably through cross-examination of witnesses Scott Turner, Suresh Beni, Anthony Slice, and Charlie Seeper-saud. Secondarily, the testimony about Stiles’ gang affiliation was more probative than prejudicial, as in Yang, because the state was permitted to rehabilitate its witness and establish that there was no gang conspiracy to frame Stiles. The postcon-viction court did not abuse its discretion in finding no prejudicial error by the state in eliciting testimony from Beni regarding Stiles’ gang affiliation.

B. Evidence Regarding Stiles’ Plan to Conceal His Identity

Stiles alleges that the state elicited a response from Stacy Stegora that alluded to Stiles’ initial attempt to conceal his identity, a line of questioning that violated the court’s order not to introduce evidence about that topic. The court had ruled that “the fact that [Stiles] gave a false name is not going to be admissible.” In response to a question from the prosecutor, Stegora answered that Stiles “said that he was gonna act like he was someone else * * at which point the defense objected. Nothing else was said about Stiles’ original plan to conceal his identity. Stiles argues that Stegora’s remark influenced the jury to doubt other evidence that Stiles did not intend to murder Moor-man. The defense never moved to strike Stegora’s testimony.

The postconviction court concluded that Stegora’s statement was an inadvertent and unexpected answer and was not a substantial factor in the trial’s outcome. Even if Stiles could establish the state erred on this point, the postconviction court did not abuse its discretion in declaring that this evidentiary ruling had no substantial impact on the jury’s finding. Given the weight of the evidence against Stiles — testimony that Stiles brought a gun to the park, threatened Moorman with the gun, and shot at Moorman three times-the statement by Stegora did not substantially influence the jury to convict. We hold the postconviction court did not abuse its discretion in finding no prejudicial error in the state’s questioning of Stegora.

Affirmed.

      . See State v. Cole, 542 N.W.2d 43, 50 (Minn.1996); State v. Dukes, 544 N.W.2d 13, 20 (Minn.1996); State v. Thompson, 544 N.W.2d 8, 11 (Minn.1996); State v. Hanson, 286 Minn. 317, 325, 176 N.W.2d 607, 613 (1970); State v. Campbell, 281 Minn. 1, 13, 161 N.W.2d 47, 55 (1968).


author: PAGE, Justice. GILBERT, Justice

text:
    Fernando CORREA, Respondent, v. WAYMOUTH FARMS, INC., and St. Paul Mercury Insurance Co., Relators.
    No. C9-02-1172.
    Supreme Court of Minnesota.
    July 3, 2003.

      Barbara L. Heck, Candlin & Heck, Bloomington, for Relators.
    Michael G. Schultz, Sommerer <& Schultz, P.A., Minneapolis, for Respondent.
    Steven T. Scharfenberg, Lynn, Schar-fenberg & Associates, Minneapolis, for Amicus Curiae, Insurance Federation of America.
    Charles M. Cochrane, Cochrane Law Office, P.A., Roseville, for Amicus Curiae, Minnesota Trial Lawyers Association.
   OPINION

PAGE, Justice.

Waymouth Farms, Inc., and its workers’ compensation insurer, St. Paul Mercury Insurance Company (collectively, Way-mouth Farms), seek review of a decision of the Workers’ Compensation Court of Appeals (WCCA) affirming an award of temporary total disability benefits to Fernando Correa (Correa). We affirm.

Born in Mexico, Correa came to the United States in 1987 with a passport and visa. Although Correa has lived and worked in the United States since 1987, he has never become a citizen nor obtained legal authorization to work in the United States. In November 1999, Waymouth Farms, a producer and packager of meat products and gifts, hired Correa to work full-time in its warehouse as an order picker. Correa filled candy orders, which required him to lift boxes weighing up to 50 pounds.

On March 3, 2000, while performing his regular duties at Waymouth Farms, Cor-rea bent down to lift a 30-pound box off of the floor and felt pain in his back. When he stood up, the pain dissipated so he continued to work. The next day, Saturday, the pain was so intense Correa had difficulty getting out of bed. When he returned to work on Monday, Correa reported the injury to his supervisor. Way-mouth Farms accepted the injury as com-pensable under the Minnesota Workers’ Compensation Act (Act), but initially did not pay any benefits because Correa continued to work. At the time of his injury, Correa was also employed at Schlotzsky’s Restaurant (Schlotzsky’s).

Correa received medical treatment for the pain in his lower back and left leg from Dr. Gomez at the Nor an Neurological Clinic. When the pain continued to increase, Dr. Gomez referred Correa to a neurosurgeon. On July 20, 2000, Correa underwent microdiscectomy surgery at L^4 and 5. Waymouth Farms paid Correa wage loss benefits, covered his medical expenses arising from the surgery, and provided rehabilitation services, including the services of a qualified rehabilitation consultant (QRC).

After the surgery, Correa received follow-up treatment from Dr. Gomez, underwent physical therapy, and completed a work-hardening program. Upon completion of the work-hardening program, Dr. Gomez authorized Correa to return to work on a restricted basis. Dr. Gomez limited Correa to a maximum of four-hour shifts and instructed him to frequently change positions and avoid bending. On December 19, 2000, Correa returned to work part-time at Waymouth Farms. As a result of the restrictions, Correa was unable to resume his position as an order picker and Waymouth Farms provided him with light-duty work. Correa also attempted to return to work at Schlotzsky’s, but Schlotzsky’s refused to allow him to return until he was released to work without medical restrictions.

On February 7, 2001, Waymouth Farms notified Correa that the Immigration and Naturalization Service had discovered: (1) the alien registration number Correa provided did not exist; (2) the social security number provided by Correa did not match his name; and (3) there was no alien registration number that corresponded to Cor-rea’s name and birth date. Waymouth Farms suspended Correa and gave him 48 hours to provide valid documentation of his eligibility to work in the United States. On February 9, 2001, Correa notified Way-mouth Farms that he could not provide the requested documentation. Waymouth Farms then terminated Correa’s employment effective February 7, 2001.

After his termination, Correa, although still subject to medical restrictions, commenced a job search. He conducted the job search on his own without the assistance of the QRC. Because of his restrictions, he was only able to conduct the job search for two to three hours per day. Correa testified that as a result of his job search he located several potential jobs, including one with a former employer, but was not offered employment due to his back injury and resulting work restrictions.

While conducting the job search, Correa continued to receive follow-up care and physical therapy, but the pain in his back and left leg increased. On March 6, 2001, Correa sought a second surgical opinion from Dr. Sunny Kim. Dr. Kim recommended that Correa undergo a L4-5 repeat decompression and a two-level fusion and remain off work until after the surgery. As a result, Correa suspended his job search. On April 4, 2001, Correa filed a medical request seeking approval for the surgery recommended by Dr. Kim.

On February 21, 2001, shortly after terminating Correa, Waymouth Farms filed a notice of intention to discontinue Correa’s temporary total disability benefits on the ground that he was medically released to work but could not, as an unauthorized alien, legally work in the United States. Pursuant to Minn.Stat. § 176.239 (2002), Correa objected to the discontinuance and requested an administrative conference. Correa also filed a claim petition for temporary total disability benefits. Following an administrative conference held on April 16, 2001, Waymouth Farms’ request to discontinue benefits was denied by interim administrative decision.

In May 2001, Waymouth Farms filed a petition to discontinue compensation benefits. Waymouth Farms asserted that Cor-rea’s benefits should be discontinued for the following reasons: (1) the surgery requested was not reasonable, necessary, or related to the work injury; (2) Correa was capable of working; and (3) Correa’s immigration status prevented him from gaining lawful employment and conducting a diligent job search. At the hearing on the parties’ consolidated claims held on August 22, 2001, Correa testified that after entering the United States in 1987 he had worked continuously at various physical-labor positions, often working two jobs at once.

In denying the petition to discontinue, the compensation judge found that Cor-rea’s job search was both reasonable and diligent under the circumstances. In addition, the compensation judge also granted Correa’s medical request and rejected Waymouth Farms’ claim that Correa’s wage loss was due to his status as an unauthorized alien. Correa’s medical request was also granted. On appeal to the WCCA, the sole issue raised by Waymouth Farms was whether Correa is entitled to temporary total disability benefits for the period from February 7 to March 6, 2001. Waymouth Farms argued that Correa was not entitled to receive benefits for that period because he was not legally able to work in the United States and, therefore, as a matter of law, was unable to perform a reasonable and diligent job search as required by Minn.Stat. § 176.101, subd. 1(g) (2002). The WCCA concluded that Correa’s unauthorized status did not, as a matter of law, prevent him from conducting a reasonable and diligent job search and affirmed the compensation judge. Correa v. Waymouth Farms, Inc., 2002 WL 1732107 (Minn. WCCA June 21, 2002).

Waymouth Farms asks us to review on certiorari whether the Immigration Reform Control Act (IRCA), or the policy behind it, prevents unauthorized aliens from conducting a diligent job search.

The determination of whether the IRCA, or the policy behind it, prevents an unauthorized alien from conducting a diligent job search under the Minnesota Workers’ Compensation Act is a question of law. We are free to exercise our independent judgment when reviewing questions of law determined by the WCCA. Owens v. Water Gremlin Co., 605 N.W.2d 733, 735 (Minn.2000). In our determination, we are guided by the statutory mandate that “[questions of law * * ⅜ shall be determined on an even-handed basis in accordance with the principles laid down in section 176.001.” Minn.Stat. § 176.021, subd. la (2002). “[T]he workers’ compensation laws are not remedial in any sense and are not to be given a broad liberal construction in favor of the claimant or employee on the one hand, nor are the rights and interests of the employer to be favored over those of the employee on the other hand.” Minn.Stat. § 176.001 (2002).

The purpose of the Minnesota Workers’ Compensation Act (Act) is to provide “a measure of security to workers injured on the job, with the burden of that expense considered a proportionate part of the expense of production.” Le v. Kurt Mfg., 557 N.W.2d 202, 204 (Minn.1996) (quoting Franke v. Fabcon, Inc., 509 N.W.2d 373, 376 (Minn.1993)). A fundamental component of the Act is the wage loss benefit, of which temporary total disability compensation is a significant part. The compensation for an injury producing temporary total disability “is 66-2/3 percent of the weekly wage at the time of injury.” Minn.Stat. § 176.101, subd. 1 (2002). However, “[t]emporary total disability compensation shall cease if the total disability ends and the employee fails to diligently search for appropriate work within the employee’s physical restrictions.” Minn.Stat. § 176.101, subd. 1(g). “The concept of temporary total disability is primarily dependent upon the employee’s ability to find and hold a job, not his physical condition.” Schulte v. C.H. Peterson Constr. Co., 278 Minn. 79, 83, 153 N.W.2d 130, 134 (1967). The failure to search for work goes to the weight of the assertion that the employee is totally disabled. Redgate v. Sroga’s Standard Sen., 421 N.W.2d 729, 733 (Minn.1988) (quoting Scott v. Southview Chevrolet Co., 267 N.W.2d 185, 188-89 (Minn.1978)); Henry v. Sears, Roebuck & Co., 286 N.W.2d 720, 723 (Minn.1979). “[TJotal disability is not solely based on an inability to perform work, but may also be based on an inability to find work an injured employee is capable of performing.” Redgate, 421 N.W.2d at 732. An injured employee who is capable of some work “must make a diligent job search to establish total disability.” Id. at 733.

Waymouth Farms asserts that Cor-rea, as an unauthorized alien, cannot make a diligent search for work because he cannot be lawfully employed. In 1986, Congress enacted the IRCA, “a comprehensive scheme prohibiting the employment of illegal aliens in the United States.” Hoffman Plastic Compounds, Inc. v. NLRB, 535 U.S. 137, 147, 122 S.Ct. 1275, 152 L.Ed.2d 271. The IRCA made it illegal to knowingly employ unauthorized aliens. 8 U.S.C. § 1324a(a)(l) & (2) (2000). In so doing, the IRCA “‘forcefully’ made combating the employment of illegal aliens central to ‘[t]he policy of immigration law.’ ” Hoffman, 535 U.S. at 147, 122 S.Ct. 1275 (quoting INS v. Nat’l Ctr. for Immigrants’ Rights, Inc., 502 U.S. 183, 194, and n. 8, 112 S.Ct. 551, 116 L.Ed.2d 546 (1991)). The goal of the IRCA was “to reduce the incentives for employers to hire illegal aliens.” NLRB v. A.P.R.A. Fuel Oil Buyers Group, Inc., 134 F.3d 50, 55 (2d Cir.1997).

The IRCA requires employers to check certain documentation of citizenship or immigration status for all employees. 8 U.S.C. § 1324a(b)(l)(A) (2000). Employers who knowingly employ unauthorized aliens are subject to civil and criminal sanctions. See 8 U.S.C. §§ 1324a(e)(4), 1324a(e)(5), and 1324a(f) (2000). The IRCA also makes it unlawful for any person to subvert the verification system by tendering fraudulent documentation. 8 U.S.C. § 1324c(a) (2000).

Between February 7 and March 6, 2001, Correa was medically released to work with restrictions; thus, he was required to conduct a diligent job search as a condition of receiving temporary total disability benefits. Waymouth Farms concedes that unauthorized aliens are generally entitled to workers’ compensation benefits. But it argues that because the IRCA prohibits unauthorized aliens from legally working in the United States, as a matter of law, Correa cannot conduct a diligent job search and therefore is not entitled to temporary total disability benefits.

As written, the IRCA does not prohibit unauthorized aliens from receiving state workers’ compensation benefits generally or temporary total disability benefits conditioned on a diligent job search specifically. The focus of the IRCA is on preventing employers from hiring unauthorized aliens. Aside from the prohibition on tendering fraudulent documents, the IRCA does not prohibit unauthorized aliens from seeking or accepting employment in the United States. See Champion Auto Body v. Indus. Claim Appeals Office of the State of Colo., 950 P.2d 671, 673 (Colo.Ct.App.1997); Maria L. Ontiveros, To Help Those Most in Need: Undocumented Workers’ Rights and Remedies Under Title VII, 20 N.Y.U. Rev. L. & Soc. Change 607, 612 (1994); Linda S. Bosniak, Exclusion and Membership: The Dual Identity of the Undocumented Worker Under United States Law, 1988 Wis. L.Rev. 955, 979 n. 90. The IRCA is not aimed at impairing existing state labor protections. For example, all employees, including unauthorized aliens, are protected by the provisions of the National Labor Relations Act (NLRA) and Fair Labor Standards Act (FLSA). See, e.g., Hoffman, 535 U.S. at 152, 122 S.Ct. 1275 (noting that unauthorized aliens are entitled to “traditional remedies” under the NLRA); Flores v. Amigon, 233 F.Supp.2d 462, 463 (E.D.N.Y.2002) (stating that numerous courts “have held that all employees, regardless of their immigration status, are protected by the provisions of the FLSA”). Thus, we conclude that the IRCA was not intended to preclude the authority of states to award workers’ compensation benefits to unauthorized aliens.

Turning to the language of the Act, Minn.Stat. § 176.021, subd. 1 (2002), provides “all employers and employees are subject to the provisions of this chapter.” “Employee” is defined as “any person who performs services for another for hire including * * * an alien.” Minn.Stat. § 176.011, subd. 9 (2002). Here, the clear language of the Act does not distinguish between authorized and unauthorized aliens. Following our rules of statutory construction, when the words of a law are clear and free from all ambiguity, the letter of the law shall not be disregarded under the pretext of pursing its spirit. Minn.Stat. § 645.16 (2002). Had the legislature intended to exclude unauthorized aliens from coverage under the Act, it could easily have done so, as it did with certain types of farm workers who are explicitly excluded from the definition of “employee,” but it did not. See Minn.Stat. § 176.011, subd. 9a (2002). Applying the Act as it is written, “aliens,” whether authorized or unauthorized, are employees and thus are subject to the Act’s provisions.

Further, the statutory provision governing temporary total disability does not exclude unauthorized aliens from receiving temporary total disability benefits conditioned on a diligent job search. Minn.Stat. § 176.101, subd. 1(g). Therefore, we conclude that the words of the Act, when given their plain meaning, permit unauthorized aliens to receive temporary total disability benefits conditioned on a diligent job search.

Entitlement to temporary total disability compensation is conditioned on the establishment of a causal link between the work-related disability and the inability to find and hold a job, such as through evidence of a diligent work search. Redgate, 421 N.W.2d at 733. In Redgate, we defined “diligent job search” as “a search that is reasonable under all the facts and circumstances.” Id. at 734. In addition, we concluded that to be persuasive of the fact that no job the employee is capable of doing is available, a diligent job search “must ordinarily be more than perfunctory.” Id. Redgate requires a consideration of “all the facts and circumstances” when determining whether the employee has conducted a diligent job search. Immigration status is only one of the many facts and circumstances to be considered.

Although the Act permits unauthorized aliens to recover temporary total disability benefits conditioned on a diligent job search and the IRCA does not explicitly prohibit the state from awarding such benefits, Waymouth Farms argues that this court should adopt the United States Supreme Court’s reasoning from Hoffman and conclude that the federal immigration policy articulated in the IRCA prohibits such an award. In Hoffman, a 5-4 decision, the majority concluded that the federal immigration policy underlying the IRCA precludes an award of backpay to an unauthorized alien who was unlawfully discharged by his employer for participating in union activity in violation of the National Labor Relations Act. Hoffman, 535 U.S. at 140, 122 S.Ct. 1275. In support of its conclusion, the majority noted that under the IRCA it is impossible for an unauthorized alien to obtain employment “without some party directly contravening explicit congressional policies.” Id. at 148, 122 S.Ct. 1275. For an unauthorized alien to gain employment, “[e]ither the undocumented alien tenders fraudulent identification, which subverts the cornerstone of IRCA’s enforcement mechanism, or the employer knowingly hires the undocumented alien in direct contradiction of its IRCA obligations.” Id.

As a further justification for denying unauthorized aliens backpay, the majority observed that unauthorized aliens cannot mitigate damages by searching for new work “without triggering new IRCA violations, either by tendering false documents to employers or by finding employers willing to ignore IRCA and hire illegal workers.” Id. at 150-51, 122 S.Ct. 1275. Therefore, the majority concluded that the award of backpay to an unauthorized alien contradicts the policy expressed in the IRCA and “would encourage the successful evasion of apprehension by immigration authorities, condone prior violations of the immigration laws, and encourage future violations.” Id. at 151, 122 S.Ct. 1275. The Court, therefore, held that the back-pay award was beyond the remedial discretion of the National Labor Relations Board (Board). Id. at 151-52, 122 S.Ct. 1275.

In contrast, the Hoffman dissent argued that the Board’s award of backpay did not “run[] counter to, or treneh[] upon, national immigration policy.” Hoffman, 535 U.S. at 153, 122 S.Ct. 1275 (Breyer, J., dissenting) (internal quotations omitted). The dissent characterized the IRCA’s employment prohibition as an effort to “diminish the attractive force of employment, which like a ‘magnet’ pulls illegal immigrants toward the United States.” Id. at 155, 122 S.Ct. 1275. The dissent stated that permitting the Board to award backpay to unauthorized aliens would not encourage unauthorized aliens to immigrate illegally because such an award is too speculative a future possibility. Id. Further, the dissent noted that denying the Board power to award backpay “might very well increase the strength of this magnetic force” because the denial of backpay would lower the employer’s cost of an initial labor law violation and thereby increase the employer’s incentive to hire undocumented workers. Id. Even if the employer does not knowingly hire unauthorized aliens, the dissent concluded that the majority’s rule “offers employers immunity in borderline cases, thereby encouraging them to take risks, i.e., to hire with a wink and a nod those potentially unlawful aliens whose unlawful employment (given the Court’s views) ultimately will lower the costs of labor law violations.” Id. at 156, 122 S.Ct. 1275.

Because the IRCA does not preclude payment of temporary total disability benefits and the language of our Act is clear, we do not have occasion to consider the policy question Waymouth Farms urges us to address. Therefore, we conclude that unauthorized aliens are entitled to receive temporary total disability benefits conditioned on a diligent job search. While we decline to address the policy questions raised by Waymouth Farms, if policy considerations favor a different result, that determination is more properly left to the legislature to make.

Affirmed.

GILBERT, Justice

(dissenting).

I respectfully dissent from the majority opinion and would reverse the decision of the WCCA. The majority’s holding ignores important federal immigration requirements by creating a legal fiction of a diligent job search that is contrary to federal law. The IRCA explicitly prohibits the employment of unauthorized aliens. 8 U.S.C. § 1324a(a)(l) (2000) (providing that it is unlawful to knowingly hire an unauthorized alien); 8 U.S.C. § 1324a(a)(2) (2000) (declaring that it is unlawful for an employer to knowingly continue to employ an unauthorized alien). Accordingly, contrary to the majority opinion and the WCCA’s conclusion, an unauthorized alien is incapable of conducting a diligent job search to receive temporary total disability benefits as required by Minn.Stat. § 176.101, subd. 1(g) (2002). Johnson v. State Dept. of Veterans Affairs, 400 N.W.2d 729, 731 (Minn.1987) (stating that an employee who fails to conduct a diligent search may be denied disability compensation).

Such a job search would violate federal law. There are criminal penalties for unauthorized aliens who use fraudulent documents to satisfy the requirements of the IRCA. 8 U.S.C. § 1324e(e) (2000). It is illegal for an employer to knowingly hire an unauthorized alien or knowingly employ an unauthorized alien. 8 U.S.C. § 1324a(a)(l) and (a)(2). A job search that can never result in legal employment fails to satisfy the Minnesota Workers’ Compensation Act’s diligent job search requirement. The majority opinion uses a circular argument and ignores some of the circumstances of immigration status that make it legally impossible for Correa to conduct a diligent job search. The Act conditions further temporary total disability payments on such a search and that condition has not been met in fact or in law.

Moreover, the policy considerations articulated in Hoffman Plastic Compounds, Inc. v. NLRB, 535 U.S. 137, 122 S.Ct. 1275, 152 L.Ed.2d 271 (2002), are applicable here. As the United States Supreme Court recognized, Correa cannot conduct a diligent job search “without triggering new IRCA violations, either by tendering false documents to employers or by finding employers willing to ignore IRCA and hire illegal workers.” Id. at 150-51, 122 S.Ct. 1275. In addition, awarding Correa continuing temporary total disability benefits predicated on a diligent job search would reward him for remaining in the United States illegally and encourage him to violate the IRCA by finding further employment. This result “trivializes” the immigrations laws. Id. at 150, 122 S.Ct. 1275. In support of its holding, the majority adopts the rationale of the dissent in Hoffman. However, the dissent did not carry the day in Hoffman. We should not disregard the law of the land as articulated by the Hoffman majority and elevate the dissent over the majority opinion to reach a desired result in this case.

Furthermore, awarding Correa these wage loss benefits would expose Way-mouth Farms to higher workers’ compensation liability, thereby penalizing Way-mouth Farms for obeying federal law by terminating Correa. Finally, the majority’s holding elevates the rights of unauthorized aliens over those of documented employees. Unauthorized aliens released to return to work are unable to accept jobs that documented workers with similar injuries would be required to accept. Awarding unauthorized aliens continuing temporary disability benefits not conditioned on working or making a diligent job search not only violates the requirements of the Workers’ Compensation Act, it also unjustly requires employers to pay benefits to unauthorized aliens that they would not have to pay to documented workers with similar injuries.

For the above reasons, I would hold as a matter of law that the unauthorized alien’s illegal status prevents the alien from conducting a diligent job search because any job search would be based on fraud and deception as to immigration status. This court should not condone this legal fiction by interpreting the Act and the IRCA in isolation and awarding temporary total disability benefits in disregard of the common sense requirements of the Act. Congress and our legislature are better suited than our court to deal with this important but strictly policy issue.

      . An unauthorized alien is one who is neither lawfully admitted for permanent residence nor authorized by law to work. 8 U.S.C. § 1324a(h)(3) (2000).

      . The IRCA does not "undermine or diminish in any way labor protections in existing law" or "limit the powers of federal or state labor relations boards * * ⅜ to remedy unfair practices committed against undocumented employees.” H.R.Rep. No. 99-682(1), 99th Cong. 2nd Sess. 45, 58, 1986 U.S.Code Cong. & Admin.News 5649, 5662.

      . In Gonzalez v. Midwest Staffing Group, Inc., 59 Minn. Workers' Comp. Dec. 207 (WCCA), aff'd without opinion, 598 N.W.2d 657 (Minn. 1999), the WCCA decided that unauthorized aliens who sustain work-related injuries are eligible for workers' compensation benefits.

      . We do, however, note that to the extent that denying unauthorized aliens benefits predicated on a diligent job search gives employers incentive to hire unauthorized aliens in expectation of lowering their workers’ compensation costs, the purposes underlying the IRCA are not served.

      . Correa has received temporary total disability benefits and Waymouth Farms is not challenging Correa's entitlement to receive permanent partial disability benefits upon termination of his temporary total disability eligibility. The only benefits in issue are temporary benefits contingent on a reasonable job search after the respondent was released to work with restrictions.