author: BLATZ, Chief Justice.

text:
    Casey Catherine PETERSON, Appellant, v. WILSON TOWNSHIP, Respondent, v. Mutual Service Casualty Insurance Company, Respondent.
    No. CX-02-600.
    Supreme Court of Minnesota.
    Dec. 24, 2003.
    Charles A. Bird, Bird & Jacobsen, Rochester, MN, for Appellant. ■

      Richard J. Kruger, Moore, Warner, & Kruger, St. Paul, MN, for Respondent Mutual Service Casualty Ins. Co.’s.
    Steven M. Pederson, Pelughoeft, Peder-son, & Johnsrud, Winona, MN, for Respondent Wilson Township’s Attorney.
   OPINION

BLATZ, Chief Justice.

Casey Catherine Peterson, the appellant and judgment creditor, brought this garnishment action to force Mutual Service Casualty Insurance Company, the respondent and garnishee, to indemnify its insured, Wilson Township, the respondent and judgment debtor. The court of appeals held that subsequent garnishment actions against a garnishee are impermissible after the garnishee has been discharged under Minn.Stat. § 571.79(b) (1998). We reverse.

On June 23, 1996, Lance Henderson was sold and served a number of alcoholic beverages while attending Wilson Daze, an annual festival held by the Wilson Township Volunteer Fire Department. While intoxicated, Henderson left the festival in an automobile and collided with a vehicle driven by Peterson. Because Henderson was intoxicated and had purchased beer from Wilson Township, Peterson sued Wilson Township under the Minnesota Dram Shop Act, Minn.Stat. § 340A.801 (2002).

Peterson’s action implicated two insurance policies. The first policy, obtained by Wilson Township, was a commercial policy issued by Mutual Casualty Service Insurance Company (MSI). The second policy, obtained by Wilson Township’s fire department, was a liquor liability risk plan issued by Minnesota Joint Underwriting Association (MJUA). While MJUA accepted coverage and provided legal defense for Wilson Township, MSI disputed coverage under its policy’s liquor liability exclusion clause. The clause excluded coverage for injuries caused while the insured was “in the business” of furnishing alcoholic beverages. To resolve the coverage issue, MSI initiated a declaratory judgment action. The district court denied MSI relief on the basis that the liquor liability exclusion in MSI’s policy did not apply because Wilson Township was not in the business of furnishing alcoholic beverages when it sold beer to Henderson. Mut. Ser. Cas. Ins. Co. v. Wilson Township, 603 N.W.2d 151 (Minn.App.1999), rev. denied (Minn. Mar. 14, 2000).

While the declaratory judgment action was pending, Peterson and Wilson Township entered into a Miller-Shugart settlement. In the Miller-Shugart settlement, Peterson and Wilson Township stipulated that the reasonable value of Peterson’s claims amounted to $265,000. MJUA provided legal defense and agreed to pay its entire bodily injury limit of $100,000 to settle the claims brought against Wilson Township. Of that, MJUA paid $72,500 to Peterson. In terms which typify a Miller-Shugart settlement, Peterson and Wilson Township agreed that the remaining $192,500 would come solely from proceeds of the MSI insurance policy and from no other assets of Wilson Township. Although given notice of settlement negotiations, MSI refused to participate, defend, or provide funds to settle Peterson’s claims against its insured, Wilson Township. Pursuant to the settlement, on April 20, 2000, the court entered judgment in favor of Peterson against Wilson Township in the sum of $192,500.

The next day, Peterson served a garnishment summons upon MSI. In MSI’s response dated May 12, 2000, a garnishment nonearnings disclosure statement (disclosure statement), MSI admitted existence of coverage and agreed to pay $15,305.47 for attorney fees and expenses incurred by Wilson Township, but disputed the amount owed to Peterson under the settlement — $192,500. MSI claimed the settlement was invalid and unenforceable because MJUA had failed to drive a “hard bargain” and “colluded” with Peterson to deflect liability onto MSI.

To proceed against MSI directly, Peterson filed a motion for leave to file a supplemental complaint. Under Minn.Stat. § 571.80(a) (1998), Peterson had 20 days to file a motion for leave to file a supplemental complaint from the date that MSI served its disclosure statement. Instead, Peterson waited 48 days to file her motion. Despite finding probable cause that the garnishee would be liable for the judgment debt, the district court denied Peterson’s motion for leave to file a supplemental complaint because the motion was untimely. The court further ruled that due to the untimely motion, the garnishee, MSI, was discharged from its duty to the judgment creditor, Peterson.

On November 22, 2000, Peterson served a second garnishment summons on MSI. In MSI’s response, the second disclosure statement, MSI asserted it was discharged from all future garnishments by Peterson based on the district court’s initial denial of Peterson’s first motion for leave to file a supplemental complaint. Further, MSI went on to admit coverage, but again disputed the amount owed to Peterson under the Miller-Shugart settlement.

On December 12, 2000, Peterson served the third garnishment summons upon MSI. In its disclosure statement, MSI once again admitted coverage, noting the district court’s discharge of MSI at the conclusion of the first garnishment proceeding. In response, Peterson filed a motion for leave to file a supplemental complaint seeking to enforce the Miller-Shugart settlement against MSI. Peterson also moved for relief under Minn. R. Civ. P. 60.02 on the grounds of excusable neglect and fraud.

The district court granted Peterson’s third motion for leave to file a supplemental complaint, ruling that although MSI had been discharged from the first garnishment summons, nothing prevented Peterson from serving subsequent garnishment summonses. The court based its decision to grant the motion on amendments made to the garnishment statute that became effective in August 2000— before Peterson’s third garnishment summons was served, but after the district court’s previous ruling based on the 1998 version of the same statute. The 2000 amendments specifically limited the effect of a “discharge” under Minn.Stat. § 571.79 to “any further retention obligation” with respect to “a specific garnishment summons.” Minn.Stat. § 571.79 (2000). Although it was not necessary to reach the issue, the court denied the Rule 60.02 motion, finding that the need for finality trumped the need for re-adjudication.

Pursuant to the district court’s order, Peterson served a supplemental complaint on MSI. In its answer, MSI argued that the discharge from the first garnishment action had a preclusive effect on subsequent garnishment attempts. Also, MSI maintained, as it had in previous disclosure statements, that the purported Miller-Shugart settlement was invalid and unenforceable as a matter of law. Peterson then moved for summary judgment. On January 10, 2002, the court granted summary judgment in favor of Peterson for $192,500. The court did not reconsider the discharge issue or the Rule 60.02 motion, which were addressed in its May 7, 2001 order that granted leave to file a supplemental complaint. In refusing reconsideration of the discharge issue, the court stated that there was “no reason to find that circumstances have changed from the time of that ruling as to compel a different result at this time.” Peterson v. Wilson Township, No. C4-00-562 at 5 (Jan. 10, 2002). MSI appealed to the court of appeals.

In a 2-1 decision, the court of appeals affirmed in part and reversed in part. The court of appeals held that the district court erroneously relied upon the 2000 amendments to the garnishment statute to allow Peterson to serve a supplemental complaint. Analyzing the issue of discharge under the 1998 statute, the court of appeals went on to hold that because Peterson failed to challenge MSI’s first disclosure statement in a timely manner she “lost her right to the insurance proceeds from MSI.” The court of appeals affirmed part of the district court’s order that denied relief under Rule 60.02 for excusable neglect. Further, the court of appeals rejected Peterson’s request for supplemental relief under Minn.Stat. § 555.08 (2000). This appeal followed.

We are asked to answer whether an untimely motion for leave to file a supplemental complaint permanently discharges the garnishee from all future garnishment actions brought by the creditor. To answer this question we must interpret the Minnesota garnishment statute’s discharge provision. A lower court’s interpretation of a statute is reviewed de novo. Brookfield Trade Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390, 393 (Minn.1998). We are guided in our interpretation by the statutory presumptions that the legislature did not intend an absurd or unreasonable result and intended that the entire garnishment statute be given effect. Minn. Stat. § 645.17(1) and (2) (2000). This requires us to consider the nature and purpose of the garnishment remedy and to look at the garnishment statutory framework as a whole.

The garnishment statutes serve to aid in collection of a judgment by providing means for a judgment creditor to reach property of a judgment debtor in the hands of a third party, the garnishee. Buysse v. Baumann-Furrie & Co., 448 N.W.2d 865, 870 (Minn.1989). A creditor initiates the garnishment process by service of a garnishment summons upon a garnishee. Minn.Stat. § 571.72, subd. 2 (1998). The garnishee must respond to the summons within 20 days with a written disclosure statement indicating whether the garnishee holds any property in which the judgment debtor has an interest. Minn.Stat. §§ 571.75, subd. 1, 571.78 (1998). A creditor may challenge the disclosure statement by filing a motion for leave to file a supplemental complaint against the garnishee. Minn.Stat. §§ 571.80(b), 571.75, subd. 4 (1998).

Relevant to the issue raised here, the 1998 garnishment statute, applicable at the time the first garnishment summons was served, provides circumstances under which disclosure may result in discharge of the garnishee. Minn.Stat. § 571.79 (1998). The section begins:

Subject to sections 571.78 and 571.80, the garnishee, after disclosure, shall be discharged of any further obligation to the creditor when one of the following conditions are met:
(b) The garnishee discloses that the garnishee is indebted to the debtor as indicated on the garnishment disclosure form. The disclosure is conclusive against the creditor and discharges the garnishee from any further obligation to the creditor other than to retain all nonexempt disposable earnings, indebtedness, money, and property of the debtor that was disclosed.

Id.

Section 571.78, referenced above, lists the duties of the garnishee. Garnishees shall (1) complete the garnishment disclosure form and return it to the creditor; (2) retain non-exempt property belonging to the debtor up to 110 percent of the amount claimed in the garnishment summons; and (3) remit and deliver the property to the creditor upon court order or return the property to the debtor when the garnishment retention period expires. Minn.Stat. § 571.78 (1998).

Section 571.80, also referenced in section 571.79, provides exceptions to discharge of a garnishee. As set forth in that section, a garnishee is not discharged if (1) within 20 days of the service of the garnishee’s disclosure, an interested person serves a motion relating to the garnishment; or (2) the creditor moves the court for leave to file a supplemental complaint, as provided by section 571.75, subd. 4. Minn.Stat. § 571.80 (1998).

Here, the garnishee, MSI, was discharged from the initial garnishment action. However, despite the first discharge and upon a subsequent motion, the district court allowed the creditor, Peterson, to proceed against MSI in a subsequent garnishment action. In its decision to grant Peterson leave to file a supplemental complaint against MSI, the district court relied on amendments to section 571.79 made effective August 1, 2000. The amendments included new language, which clearly indicated that a discharge related to a retention obligation did not bar a subsequent garnishment summons. Specifically, the amended statute reads as follows:

Except as provided in paragraph (h), the garnishee, after disclosure, shall be discharged of any further retention obligation to the creditor with respect to a specific garnishment summons when one of the following conditions are met:
(b) The garnishee discloses that the garnishee is indebted to the debtor as indicated on the garnishment disclosure form. The disclosure is conclusive against the creditor and discharges the garnishee from any further obligation to the creditor other than to retain all nonexempt disposable earnings, indebtedness, money, and property of the debtor that was disclosed.
⅜ ⅜ ⅜ :¡: ⅜ ⅜
(g) The discharge of the garnishee pursuant to paragraph (a), (b), (c), or (d) is not determinative of the rights of the creditor, debtor, or garnishee with respect to any other garnishment summons, even another garnishment summons involving the same parties, unless and to the extent adjudicated pursuant to the procedures described in paragraph (h).
(h) The garnishee is not discharged if within 20 days of the service of the garnishee’s disclosure or the return to the debtor of any disposable earnings, indebtedness money, or other property of the debtor, whichever is later, an interested person (1) serves a motion scheduled to be heard within 30 days of the service of the motion relating to the garnishment, or (2) serves a motion scheduled to be heard within 30 days of the service of the motion for leave to file a supplemental complaint against the garnishee, as provided under section 571.75, subdivision 4, and the court upon proper showing vacates the discharge of the garnishee.

Minn.Stat. § 571.79 (2000).

In its order granting Peterson leave to file a supplemental complaint, the district court analyzed the amended section 571.79 and stated, “[A] discharge pursuant to one garnishment proceeding is determinative with respect to another proceeding only if: (1) the discharge was adjudicated in the earlier proceeding, (2) it was adjudicated pursuant to the procedures in paragraph (h), and (3) the new garnishment proceeding requires that any issue already adjudicated be re-adjudicated.” The district court found that neither the second nor the third prong had been met.

On appeal, the court of appeals held the district court’s reliance on the 2000 amendments was erroneous. Deciding the case under the 1998 version of the garnishment statute, the court of appeals held that the 1998 statute did not allow for multiple garnishment actions against a garnishee. In agreement with the court of appeals, MSI contends that the second garnishment action is impermissible under the 1998 garnishment statute and argues that discharge permanently relieves it of any obligation it may have to Peterson. In other words, MSI argues that once Peterson exhausted the 20-day window in which to serve a motion for leave to file a supplemental complaint, MSI’s duties to retain, remit, or return property were forever discharged. In so arguing, MSI emphasizes the need for finality in order for insurers to efficiently distribute assets according to risk as well as the need for garnishees to be protected as neutral and unwilling litigants.

In contrast, Peterson argues that the “discharge of obligation” statutory language set forth in section 571.79 relieves the garnishee of any further obligation with respect to the current garnishment action, but does not grant the garnishee immunity from subsequent garnishment actions. Peterson also emphasizes that a garnishment discharge relieves an insurer-garnishee of its retention obligation under the garnishment summons — not its duty of indemnification under the insurance policy.

Thus, as framed by the parties, we must determine what the statutory language means when it provides that upon discharge the garnishee is relieved of “any further obligation to the creditor.” Minn. Stat. § 571.79 (1998). This statutory construction demands interpretation of the term “obligation.”

We begin our analysis with the 1998 garnishment statute and focus first on the plain language of section 571.78, which enumerates the “duties or obligations” of the garnishee. Section 571.78 creates three distinct obligations for the garnishee upon receipt of a garnishment summons: (1) to complete a garnishment disclosure form; (2) to retain any property of the debtor; and (3) to remit the garnished property to the creditor or return the garnished property to the debtor when the retention period expires. This section is the sole source of the obligations imposed on the garnishee to the judgment creditor by the garnishment statute. No other section lists obligations that run from the garnishee to the creditor. Thus, the plain language of the statute supports the interpretation that the garnishment statute’s discharge provisions discharge the garnishee from the obligations imposed by section 571.78 and nothing more. Such an interpretation would not preclude successive garnishments.

We next consider whether this narrow interpretation of “obligation” is consistent with the nature and purpose of the garnishment remedy. We ask whether it is reasonable to infer from the garnishment statute a legislative intent to alter or effect the underlying obligations that are being enforced by garnishment but arose independent of garnishment. If, as we have said, the purpose of the garnishment statute is to aid in the collection of a judgment, that purpose implies an intent to support, not defeat, the underlying obligation reflected in the judgment.

Viewed in the context of the nature and purpose of the garnishment statute, the word “obligation” can only be reasonably interpreted to refer narrowly to the limited obligations that arose under the garnishment statute: the duties to 1) disclose; 2) retain non-exempt property belonging to the debtor; and 3) either remit the retained property to the creditor upon levy or order within the retention period or to return the property to the debtor when the retention period expires. The discharge of these statutory obligations does not affect the debtor’s underlying obligation to the creditor or the garnishee’s underlying obligation to the debtor and thus it does not preclude successive garnishment proceedings by the creditor, whose judgment remains unsatisfied. Accordingly, we conclude that creditors are allowed to file multiple garnishment summonses against the same garnishee.

The facts of this case demonstrate the potential for unreasonable results, were the garnishment statute to be interpreted to disallow multiple garnishment actions. First, the district court has determined that Wilson Township and Peterson entered into a reasonable and valid Miller-Shugart agreement. The settlement created a debtor-creditor relationship between Wilson Township and Peterson that is entirely independent of the garnishment process. MSI’s discharge from the first garnishment action does not defeat Wilson Township’s debt to Peterson. Second, under Wilson Township’s insurance policy, MSI bore the duty to indemnify Wilson Township for debts such as that which it owed to Peterson. Although MSI disputed coverage over Peterson’s injuries, the district court ruled against MSI and found that coverage existed as to the events giving rise to Peterson’s claim. The court of appeals affirmed. Mut. Ser. Cas. Ins. Co. v. Wilson Township, 603 N.W.2d 161 (Minn.App.1999), rev. denied (Minn. Mar. 14, 2000). The fact that MSI was discharged from the first garnishment proceeding did not eliminate its contractual obligation to indemnify Wilson Township under the terms of the insurance policy.

The logic of this conclusion becomes clearer if we remove the peculiar attributes of the Miller-Shugart settlement. If we assume that Peterson had gone to trial against Wilson Township and obtained a judgment for $192,500, it would be absurd to suggest that MSI would be discharged from its contractual obligation to indemnify Wilson Township by the failure of Peterson to timely pursue an initial garnishment. See Minn.Stat. § 645.17, subd. 1 (2000) (stating that the legislature does not intend a result that is absurd, impossible of execution, or unreasonable). Wilson Township would remain liable to Peterson under the judgment, and MSI would remain obligated to indemnify Wilson Township under the policy. MSI’s argument that the discharge of the first garnishment summons precludes a subsequent garnishment would place its insured, Wilson Township, at the mercy of the actions of Peterson. If MSI were correct, then Wilson Township would remain liable to Peterson, but would have lost its right to be indemnified by MSI because of a failure of Peterson.

It follows that Peterson was free to serve successive garnishment summonses and, so long as MSI’s obligation to Wilson had not been altered in the interval, to seek collection from MSI of its judgment against Wilson Township.

We conclude that the discharge of Peterson’s first garnishment summons did not alter MSI’s obligation to indemnify Wilson Township or Peterson’s judgment against Wilson Township; that Peterson was permitted by the 1998 garnishment statute to serve successive garnishment summonses; and that Peterson’s timely pursuit of the new garnishment summons supports the judgment for Peterson against MSI for $192,500.

Reversed.

      . In a Miller-Shugart settlement, the insurer has denied all coverage, and the abandoned insured, left on its own, agrees with the plaintiffs that judgment may be entered against it in return for the plaintiffs releasing the insured from any personal liability. Buysse v. Baumann-Furrie & Co., 481 N.W.2d 27, 29 (Minn.1992).

      . MJUA's policy limits were $50,000 per person and $100,000 per occurrence. It paid $72,500 to Peterson and $27,500 to the other passenger in the car. Therefore, MJUA exceeded its per person limit with respect to Peterson, but stayed within its occurrence limit.

      . In alleging collusion, MSI argues that it was not collusive in an ethical sense, but that it was collusive in a legal sense. By this, MSI states that it was collusive because "the insured, Wilson Township, and its dramshop [sic] insurer negotiated it, at a time when Wilson Township was adequately defended by its dramshop [sic] carrier."
      Further, MSI has argued that the Miller-Shugart settlement was unenforceable because it was unreasonable. That, in fact, is a legal basis to set aside a Miller-Shugart settlement, but MSI did not seek cross-review of this issue in its response to Peterson's Petition for Further Review. Therefore the court deems the issue waived.

      . Based on the record before us, it is unclear whether Peterson filed a motion for leave to file a supplemental complaint in response to MSI's second disclosure statement.

      . Section 571.75, sub. 4, states that a party may move the court at any time before the garnishee is discharged for an order making the garnishee a party to the civil action and granting the creditor leave to file a supplemental complaint against the garnishee. If probable cause is shown, the motion shall be granted.

      . The obligation of Wilson Township to Peterson arose under tort law and the obligation of MSI to Wilson Township arose under contract law. Both exist independent of the garnishment statute.

      . The facts of this case are distinguishable from those in Lynch v. Hetman, 559 N.W.2d 124 (Minn.App.1997), rev. denied (Minn. Mar. 26, 1997), where the garnishee transferred the debtor’s property after the garnishment summons was discharged. Although the judgment creditor was free to serve a second garnishment summons, the discharge relieved the garnishee of any obligation to retain the property and the garnishee was free to transfer that property before another garnishment summons was served. The interpretation of the Minnesota garnishment statute in Ceridian Corp. v. SCSC Corp., 212 F.3d 398 (8th Cir. 2000), to the effect that multiple garnishment summonses are not permissible where the property sought to be garnished is static, is incorrect. It fails to limit the effect of a garnishment discharge to the obligations that arise under the garnishment statute.

      . Because we hold that multiple garnishment summonses are permissible under the 1998 garnishment statute, it is unnecessary to reach the issues of the effect of the 2000 amendments, supplemental relief under Minn. Stat. § 555.08 or vacation of proceedings under Rule 60.02.


source: Caselaw Access Project

author: GILBERT, Justice.

license: Public Domain

text:
    STATE of Minnesota, Respondent, v. John ARKELL, Appellant, Carriage Homes, Inc., Defendant.
    No. C1-02-856.
    Supreme Court of Minnesota.
    Dec. 31, 2003.
    Felhaber, Larson, Fenlon & Vogt, P.A., Eric J. Riensche, Richard A. Beens, Minneapolis, MN, for Appellant.
    Attorney General — Criminal, Saint Paul, MN, Baudler, Baudler, Maus & Blahnik, LLP, Lee A. Bjorndal, Austin, MN, for Respondent.
    Miriam Elizabeth Stone, Roseville, MN, Amicus Curiae, for Builders Association of the Twin Cities.
    Winthrop & Weinstine, P.A., Thomas H. Boyd, Charles (CJ) Schoenwetter, Saint Paul, MN, Amicus Curiae, for Builders Association Minnesota and Builders Association of the Twin Cities.
    League of Minnesota Cities, Susan L. Naughton, Saint Paul, MN, Amicus Curiae, for League of Minnesota Cities.
   OPINION

GILBERT, Justice.

This case presents the question of whether alleged building code violations by a contractor, based on the construction work of a subcontractor, should be classified as a strict liability offense that does not require a mens rea element. The facts in this case are undisputed. Carriage Homes was a Minnesota corporation that engaged in multi-family residential and land-development projects. See State v. Arkell, 657 N.W.2d 883, 885 (Minn.App.2003). Appellant John Arkell was chief executive officer, president and sole shareholder of Carriage Homes from 1996 to 1998, at all relevant times to this matter. The corporation employed approximately six people. Appellant had worked on numerous projects through Carriage Homes, including developments in Faribault, St. Cloud, Rochester, and in Wisconsin.

Beginning in 1997, appellant worked with the City of Austin, Minnesota on a new development titled “Southwinds Development.” The development consists of a 7-acre parcel of land with 38 residential units. The Austin City Council approved appellant’s development plan on June 16, 1997. Appellant signed the Development Agreement on behalf of Carriage Homes. Appellant was involved in the planning of the Southwinds project to a point where he personally spoke with the Austin planning director and appeared at city council meetings. Construction work on Southwinds was subcontracted to several outside companies. The development was substantially completed in 1998. Id.

In July and August of 1999, and in June 2001, Craig Hoium, the community development director for the City of Austin, wrote a series of letters to appellant regarding grading, water drainage and roofing problems at the Southwinds Development. Hoium further spoke with the construction supervisor of Southwinds, and other construction managers, but never directly spoke with appellant. Regarding the grading issue, exhibits at trial showed that elevations of certain homes were below grade, causing water to run toward structures. Following snowmelt or during rain conditions, some water pooling occurs in the driveways of certain residential units. After Carriage Homes was notified of the grading problem, it worked to a certain degree to fix the problem. The city inspectors allege that Carriage Homes did not do enough, as drainage issues remain.

Ulland Brothers, a local subcontractor based in Austin, performed the grading on the Southwinds Development. In doing so, Ulland Brothers attempted to implement plans drawn by B.R.W. Engineering, another independent subcontractor. B.R.W. prepared the engineering report, and Ulland performed the grading. Appellant has no involvement or ownership in those entities other than the hiring of them as independent subcontractors. Appellant claims that he had no control over grading or drainage issues because he subcontracted all of those types of construction projects. He further claims that he has no education or experience in engineering.

On May 30, 2001, the state charged Carriage Homes and appellant with three misdemeanor counts each, alleging violations of the Uniform Building Code and thereby both an ordinance violation and a violation of Minn.Stat. 16B.69 (2000). The district court dismissed Counts I and II, relating to alleged defects in roofing. Carriage Homes pleaded guilty to Count III, a charge of violating UBC § 1806.5.5 (1997), a section associated with foundation elevation, and was fined $1,000. Arkell, 657 N.W.2d at 886. Appellant pleaded not guilty, arguing that he could not be held personally criminally liable for the violation. After a bench trial, the district court found appellant guilty of Count III and in violation of the city ordinance under the responsible corporate officer doctrine. The responsible corporate officer doctrine allows corporate officers to be found personally liable for a company’s violations of a public welfare statute, even if the individuals are unaware of the actual violations. Appellant was sentenced to a fine, to pay restitution to the property owners, and a 90-day jail sentence, with 80 days stayed pending his compliance with the sentencing conditions. Id.

The court of appeals affirmed without oral argument. It concluded that Minn. Stat. § 16B.69, which imposes misdemean- or liability for a violation of the State Building Code, is a public welfare statute. Arkell, 657 N.W.2d at 887. It reasoned that appellant could be found criminally guilty of a misdemeanor under the responsible corporate • officer doctrine. Id. at 889-90. The Southwinds Homeowners’ Association has submitted a request for restitution. This request was stayed pending the outcome of the present.matter. We reverse.

I.

Minnesota Statutes § 16B.69 states: “A violation of the [building] code is a misdemeanor.” Appellant argues that he did not intend to violate the building code, and thought that subcontractors would take care of all regulatory issues. The district court and the court of appeals both concluded appellant’s intent to be irrelevant because they held Minn.Stat. 16B.69 to be a public welfare statute that requires strict liability.

Statutory construction is a legal determination reviewed under a de novo standard. See In re A.A.E., 590 N.W.2d 773, 776 (Minn.1999). An analysis of a statute must begin with a careful and close examination of the statutory language. See State v. Orsello, 554 N.W.2d 70, 74 (Minn.1996). Such a review is undertaken to ascertain and effectuate legislative intent. See Minn.Stat. § 645.16 (2002). If the meaning of the statute is “clear and free from all ambiguity, the letter of the law shall not be disregarded under the pretext of pursuing the spirit.” Id.

As we previously recognized, the United States Supreme Court has noted that statutes “concerning ‘public welfare’ or ‘regulatory offenses,’ which typically ‘regulate potentially harmful or injurious items,’ are not subject to a presumption requiring proof of a mens rea to establish liability.” See In re C.R.M., 611 N.W.2d 802, 805 (Minn.2000) (quoting Staples v. U.S., 511 U.S. 600, 606-07, 114 S.Ct. 1793, 128 L.Ed.2d 608 (1994)). Further, we have noted that strict liability statutes are generally disfavored, and legislative intent to impose strict criminal liability must be clear. In re C.R.M, 611 N.W.2d at 805. Our determination that the legislature intended to create a strict liability crime can only be reached after a careful and close examination of the statutory language and we are to apply the “rule of lenity” requiring penal statutes to be strictly construed in favor of a criminal defendant. Id; see State v. Orsello, 554 N.W.2d 70, 74 (Minn.1996). However, the rule of strict construction does not require this court to so narrowly interpret a statute that the statute or one of its subdivisions are rendered meaningless. State v. Zacher, 504 N.W.2d 468, 473 (Minn.1993).

The Supreme Court has recognized public welfare offenses in limited circumstances. Staples, 511 U.S. at 607, 114 S.Ct. 1793. Typically, the Supreme Court recognizes that such offenses involve statutes that regulate potentially harmful or injurious items. In these cases, the Court reasoned “as long as a defendant knows that he is dealing with a dangerous device of a character that places him ‘in responsible relation to public danger,’ he should be alerted to the probability of strict regulation.” Id. (citation omitted). The Court noted, however, that “[njeither this Court nor, so far as we are aware, any other has undertaken to delineate a precise line or set forth comprehensive criteria for distinguishing between crimes that require a mental element and crimes that do not.” Id. at 619-20 (citation omitted). Dangerous devices have included the handling of hand grenades or harmful chemicals, but not the possession of a firearm. Id. at 601, 114 S.Ct. 1793.

In Staples, the defendant was convicted of possessing an illegal firearm. Id. at 600, 114 S.Ct. 1793. The defendant argued that he did not know about the illegal aspects of the firearm. Id. The Court held that the government should have been required to prove beyond a reasonable doubt that Staples, knew that his rifle had the characteristics that brought it within the statutory definition of a machine gun. Id. In contrast to the selling of dangerous drugs, or the possession of grenades, private ownership of guns “has enjoyed a long tradition of being entirely lawful conduct.” Id at 601, 114 S.Ct. 1793. On the other hand, “one would hardly be surprised to learn that possession of hand grenades is not an innocent act.” Id. at 609, 114 S.Ct. 1793 (citation omitted). The Court stressed that “public welfare” status only applies in narrow eases, and distinguished these cases from automobile regulations. Id. at 614, 114 S.Ct. 1793 (“[W]e probably would hesitate to' conclude on the basis of silence that Congress intended a prison term to apply to a car owner whose vehicle’s emissions levels, wholly unbeknownst to him, began to exceed legal limits between regular inspection dates.”).

We have not previously dealt with the question of strict liability in relation to a building code. Generally, the distinction between strict liability crimes and those requiring a mens rea has been recognized in both our case law and statutes. In State v. Florine, 303 Minn. 103, 226 N.W.2d 609, 610 (1975), a defendant was found guilty under Minn.Stat. 152.09, subd. 1(2) (1974), of the felony offense of unlawful possession of cocaine. We noted that “to convict a defendant of unlawful possession of a controlled substance, the state must prove that defendant consciously possessed * * * the substance and that defendant had actual knowledge of the nature of the substance.” Florine, 226 N.W.2d at 610.

In State v. Strong, 294 N.W.2d 319, 320 (Minn.1980), we held that Minn.Stat. 243.55 (1978 Supp.1979), which provided “[a]ny person who brings * * * into any state correctional facility * * * any firearms, weapons or explosives of any kind * * * shall be guilty of a felony,” required the state to show that the defendant had knowledge of possession of the offensive item. Further, “most commentators have argued that the legislature should never use strict liability for crimes carrying a sentence of imprisonment and the moral condemnation going with such crimes.” Strong, 294 N.W.2d at 320 (citing Wayne R. LaFave and Austin W. Scott, Jr., Criminal Law 31 at 218, 223 (1972)).

In State v. Loge, 608 N.W.2d 152 (Minn.2000), a driver of a motor vehicle was cited for driving with open bottles of alcohol in his vehicle. The driver claimed that he did not know bottles were in the vehicle. We held that an open bottle law was a strict liability statute. We went on to note that if knowledge was a necessary element of the open container offense, “there would be a substantial, if not insurmountable, difficulty of proof.” Id. at 157. In evaluating whether the law required strict liability, we noted that the legislature had inserted the word “knowingly,” where intent was required in similar statutes, and this had not been done with the open bottle law. Id.

Unlike the open bottle law in Loge, the building code does not have separate sections that include words, such ,as “knowingly,” which are indicative of intent. The legislature also provides for an appeals process for violations of the building code, where a person “aggrieved by the final decision of any municipality as to the application of the code * * * may, within 180 days of the decision, appeal to the commissioner.” Minn.Stat. § 16B.67 (2002). A provision that allows for appeals of such administrative decisions points toward possible ambiguity in building code requirements and enforcement that are subject to varied interpretation. These aspects raise questions as to whether it could have been intended as a strict liability statute. In Loge, we noted a particularly strong public policy rationale in finding strict liability. The same rationale does not exist in the present matter, where construction projects are regulated by building code enforcement officers and proof of an intentional violation is not insurmountable.

Strict liability statutes are generally disfavored, and legislative intent to impose strict criminal liability must be clear. In re C.R.M., 611 N.W.2d at 805. Classifying the building code as a public welfare statute for criminal prosecutions would also set a dangerous precedent. It would allow various municipalities to determine whether mens rea is necessary. As building codes vary between cities and circumstances, and are enforced by local building inspectors, they are distinguishable from those statewide statutes that we have determined to be classified as public welfare statutes. According to a report by the Office of the Legislative Auditor:

[Ljocal building officials have considerable discretion in enforcing and interpreting building code provisions, and this can lead to variation across and within municipalities. * * * Building officials also have considerable discretion in how they interpret unclear or ambiguous portions of the code.

Importantly, and as an initial matter, we note that unlike other statutes which have been interpreted to impose strict liability such as hand grenades and chemical substances, the legislature has not even imposed the state building code on a statewide basis, which may lead to uneven, disparate enforcement of the state building code.

The present matter illustrates the difficult and varying levels of enforcement of a building code. It was not until 1999, after completion of the project, that the city cited improper grading and began sending letters to Carriage Homes. The complaint alleges a time frame for the violation as “[b]etween July 20, 2000, and April 11, 2001.” It remains unclear as to the exact nature of the offense with which Arkell is being charged. The city appears to alternate between, on the one hand charging Arkell with a plain violation of the building code and, on the other hand, a failure to correct the violation once it was cited. Carriage Homes received development approval at various steps, and only a year after completion of construction was the company notified of problems (they were notified by four grading-related letters that were not admitted into evidence). These problems were vaguely described as “grading difficulties” that the drainage situation is not completed and “not all of it” flows correctly. There were no precise measurements introduced, and these letters outlining the complaint were relied upon to charge criminal violations. In the end, appellant was charged with a crime, apparently because he failed to correct a violation after a significant amount of time had passed between construction and citation.

Further, appellant’s corporation did not perform the work that resulted in a building code violation. Instead, it relied on subcontractors and engineers to do their jobs correctly, while employing its own project managers for general supervision. Arkell, 657 N.W.2d at 885. Appellant relied on B.R.W. Engineering and Ulland Brothers to properly perform the engineering and grading. The City of Austin approved the Southwinds Development plans, and city inspectors evidently approved the foundation construction, although the city did not have the capacity to independently inspect elevations when the foundations were put into place. Furthermore, the city inspectors, in initially approving the work completed, relied on the same consulting engineer used by Carriage Homes.

Given the facts of this case and the nature of building code violations, it is erroneous to classify appellant’s alleged crime as a strict liability offense. We therefore reverse the court of appeals’ decision to classify Minn.Stat. § 16B.69 as a public welfare or strict liability statute. In light of our conclusion that Minn.Stat. § 16B.69 is not a public welfare statute, we need not address the issue of Arkell’s liability under the responsible corporate officer doctrine. Consequently, without reaching the merits of this issue, we vacate all findings and holdings by the district court and court of appeals regarding the responsible corporate officer doctrine.

Reversed.

      . The letters sent by inspectors to Carriage Homes regarding improper grading were not admitted into evidence and are not part of the record before the court.

      . Charges were not brought against the subcontractors.

      . The building code has been selectively adopted by certain cities in Minnesota. The City of Austin has incorporated the State Building Code into its ordinances. See Austin, Minn., City Code § 4.01 (1999). Violation of the State Building Code constitutes a misdemeanor. See Minn.Stat. § 16B.69.

      . The restitution request amounts to $238,565.

      .The court of appeals held that Minn.Stat. § 16B.69 is a public welfare statute because it “regulates activities that pervasively affect human health and safety because the State Building Code protects the public's health, safety, and welfare.” Arkell, 657 N.W.2d at 887. Separately, the court of appeals found that Minn.Stat. § 16B.69 is a strict liability statute that does not contain a mens rea requirement. Id.

      . The district court sentenced Arkell to 90 days in jail and a $1,000 fine, with 80 days stayed if Arkell paid restitution and met other conditions. The possibility of imprisonment as a result of a building code violation, and the moral condemnation attached, should be carefully considered when assessing whether the building code is a strict liability statute. See Strong, 294 N.W.2d at 320.

      . Office of the Legislative Auditor, State of Minnesota, Program Evaluation Report: Affordable Housing, Report No. 01-03 at 44 (2001), available at http://www.auditor.leg.state.mn.us/ped/pedrep/0103all.pdf (visited December 11, 2003).

      . According to the complaint dated May 29, 2001, ''[b]etween July 20, 2000, and April 11, 2001, Defendants have not provided adequate draining, and as a result, have not allowed for proper storm water drainage through the common area.”

      .We are also concerned that there appears to be an effort to replace civil proceedings by attaching a monetary restitution punishment in lieu of 80 days in jail where a traditional civil remedy was evidently not even sought.


author: MINGE, Judge.

text:
    Ronald ALWIN, Appellant, v. ST. PAUL SAINTS BASEBALL CLUB, INC., et al., Respondents.
    No. A03-686.
    Court of Appeals of Minnesota.
    Dec. 16, 2003.

      Mark D. Luther, St. Louis Park, for appellant.
    Roger L. Rowlette, David E. Camarotto, Johnson & Lindberg, Minneapolis, for respondent.
    Considered and decided by Randall, Presiding Judge; Minge, Judge; and Poritsky, Judge.

       Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const, art. VI, § 10.

   OPINION

MINGE, Judge.

Appellant challenges summary judgment dismissing his negligence action for injuries suffered when a baseball struck him as he returned from a restroom at a professional baseball game. Because we conclude that he primarily assumed the risk of such an injury, we affirm.

FACTS

Appellant Ronald Alwin attended a St. Paul Saints baseball game at the Midway Stadium in St. Paul. He had a general admission ticket and was seated in the open-seating, bleacher section of the stands on the third-base side of the field. During the seventh or eighth inning, Alwin left his seat and went to the men’s restroom located in the back of the grandstand on the third-base side of the field. This required Alwin to go down the steps of the bleacher section, walk across an area on the ground level near the concession stand, and up the stairway leading to the back of the grandstand and to the restroom. When Alwin was returning from the restroom and was close to the concession area, he was hit in the mouth by a foul fly ball. He was not watching the game, could not see the batter, and never saw the ball coming at him. As a result of the impact, Alwin lost a tooth and required extensive restorative dental procedures.

Respondent St. Paul Saints Baseball Club, Inc. (the Club), provides various safety precautions for its spectators. The Club provides seats behind home plate that are shielded by a protective net. Each admission ticket warns patrons that they assume the risks and dangers incidental to baseball, including being hit by a bat or batted ball. Appellant concedes that he did not read the warning on the ticket. There are also numerous, large warning signs posted throughout the stadium alerting spectators that they could be injured during the baseball game and pregame warmup by a thrown or batted ball leaving the field of play. Finally, a loudspeaker announcement is made before the game begins, warning spectators to be alert for thrown or batted balls leaving the field of play.

ISSUE

Does a spectator at a professional baseball game assume the risk of being struck by a foul ball when he is returning from the restroom?

ANALYSIS

Alwin appeals the district court’s grant of summary judgment in favor of the Club, claiming that questions of fact exist in determining whether the Club negligently breached its duty of reasonable care. “On appeal from summary judgment, this court reviews whether any genuine issues of material fact exist and whether the district court erred in its application of the law.” Schons v. State Farm Mut. Auto. Ins. Co., 621 N.W.2d 743, 745 (Minn.2001). Summary judgment in a negligence action is appropriate if the record does not support any one of the elements required to establish the negligence claim: (1) duty; (2) breach of that duty; (3) injury; and (4) proximate cause. Louis v. Louis, 636 N.W.2d 314, 318 (Minn.2001). Whether a duty exists is a question of law for this court to review de novo. Larson v. Larson, 373 N.W.2d 287, 289 (Minn.1985).

The initial inquiry in a negligence action against a landowner is whether the landowner owed the entrant a duty. Baber v. Dill, 531 N.W.2d 493, 495 (Minn.1995). In general, a landowner has a “duty to use reasonable care for the safety of all such persons invited upon the premises.” Louis, 636 N.W.2d at 318 (citations omitted). A ballpark owes its spectators only a limited duty, which is to offer the spectators a choice between screened-in seats and seats without protective netting. Swagger v. City of Crystal, 379 N.W.2d 183, 185-86 (Minn.App.1985), review denied (Minn. Feb. 19,1986).

The record indicates that the Club has protected and unprotected seating areas, and has thus met this limited duty. Al-win’s appeal asks this court to expand this current, limited duty to include an additional duty to protect spectators in other areas of the ballpark where they may not actually be watching the ballgame. He argues that, because he was not in the bleachers but was in the restroom-concession stand area, because the Club reasonably expected people to be in the restroom-concession stand area, and because he could not see the batter or game from that area, he was not a spectator who assumed the risks inherent to the game. Alwin concludes that in his case the Club failed to use reasonable care in protecting him from foul balls by failing to erect protective netting in the restroom-concession stand area.

Our principal inquiry is thus to determine whether Alwin assumed a risk inherent to the game of baseball even though he was not seated in the bleachers when he was struck by a fly foul ball. Under the doctrine of primary assumption of the risk, a defendant landowner has no duty to protect an entrant from risk of harm when the entrant has assumed a well-known, incidental risk. Wagner v. Thomas J. Obert Enters., 396 N.W.2d 223, 226 (Minn.1986). If the doctrine of primary assumption of the risk applies, then no further duty exists and the landowner cannot be held hable for negligence. Id.

Minnesota, like other states, has determined that certain sporting events, including baseball, present inherent risks that are well known to the public, and that anyone who attends those events assumes the risk of injury. See, e.g., Modec v. City of Eveleth, 224 Minn. 556, 562, 29 N.W.2d 453, 456 (1947) (noting common nature of and dangers involved in attending a baseball game); Brisson v. Minneapolis Baseball & Athletic Ass’n, 185 Minn. 507, 507, 240 N.W.2d 903, 903 (1932) (holding that a spectator sitting in temporary seats provided by management and located behind third base and outside the foul line assumes the risk of injury from foul balls); Swagger, 379 N.W.2d at 186 (declining to overrule application of primary assumption of the risk where spectator was injured by a wildly thrown softball). See also Benejam v. Detroit Tigers, Inc., 246 Mich.App. 645, 635 N.W.2d 219, 225 (2001); City of Milton v. Broxson, 514 So.2d 1116, 1118-19 (Fla.App.1987); Friedman v. Houston Sports Ass’n, 731 S.W.2d 572, 575 (Tex.App.1987). Signs warning of the dangers of watching baseball remind the spectator that he or she has primarily assumed the risk of watching the game and no duty lies with the ballpark against dangers incident to watching a baseball game. Wells v. Minneapolis Baseball & Athletic Ass’n, 122 Minn. 327, 335, 142 N.W. 706, 709 (1913).

Minnesota has also applied the primary-assumption-of-the-risk doctrine to spectators injured during other inherently dangerous sporting events. See, e.g., Grisim v. TapeMark Charity Pro-Am Golf Tournament, 415 N.W.2d 874 (Minn.1987) (holding that a golf tournament spectator assumes the risks inherent in being on a golf course and the only duty to the spectator is to provide a reasonably safe area to watch); Modec, 224 Minn. at 563-64, 29 N.W.2d at 456-57 (holding that summary judgment was appropriate because a spectator who was hit by a hockey puck at a hockey game assumed the risks incident to the game); Jussila v. U.S. Snowmobile Ass’n, 556 N.W.2d 234, 237 (Minn.App.1996), review denied (Minn. Jan. 29, 1997) (holding that the doctrine of primary assumption of the risk applied when a spectator outside the normal seating area was hit by a snowmobile that left the race track).

Alwin relies on a Pennsylvania Supreme Court case in which a ballpark was found to have a duty to a ballpark patron who was hit in the eye by a batted ball during batting practice while the patron was standing in an interior walkway in the stadium’s outer concourse. Jones v. Three Rivers Mgmt. Corp., 483 Pa. 75, 394 A.2d 546, 551-52 (1978). Although Jones was a case of first impression in Pennsylvania involving a baseball stadium’s liability for damages incurred by a patron who was struck by a batted ball, the court noted the well-settled principle that a ballpark patron knowingly accepts the reasonable risks inherent in and incident to the game. Id. at 549, n. 5. The court’s finding of duty was based on the specific architectural feature of the stadium. It concluded that the open archways that forced fans to use unprotected areas to arrive at the game were unique, created a risk that was not an inherent feature of the spectator sport of baseball, and were not compelled by or associated with the manner in which baseball is usually played or viewed. Id. at 551-52.

Jones is not persuasive here. We are not faced with a distinct architectural feature of Midway Stadium. Jones would start us down the slippery slope of drawing a line between risk and protected areas of the stadium for the typical spectator. In any event, we note that the Jones ’ court’s reasoning concurs with the general rule that a spectator must show more than just being hit by a baseball to recover damages. Id.

There is no Minnesota caselaw that distinguishes between Alwin’s classification as a spectator in the stands versus in the concession area. In both areas, Alwin is a spectator or patron within the ballpark. As a spectator, Alwin primarily assumes the risk inherent to the game, which includes being hit by a foul ball. See Wells, 122 Minn. at 334-35, 142 N.W. at 709. Any other characterization of Alwin’s status would create difficulty in applying this well-established, general rule. For example, if a walking vendor obstructs a spectator’s view in the stands and a ball strikes the spectator, would that spectator have a cause of action? By following the general rule that a spectator assumes the risk inherent to the baseball game, we are not, however, extending the rule to a situation in which a ballpark creates a separate amusement or activity within the ballpark unrelated to the traditional ballgame. Cf. Aldes v. Saint Paul Ball Club, Inc., 251 Minn. 440, 442-43, 88 N.W.2d 94, 96-97 (1958) (declining to apply primary-assumption-of-the-risk doctrine where 12-year-old child is invited to sit in an unprotected box seat rather than in the protected seat for which he had ticket because he was exposed to a greater risk than he had accepted when he purchase his ticket). We are also wary that a common-law change to the established rule could create conflict over how the changes might apply to baseball games held on school or community baseball fields.

We are cognizant of the history of, and difficulty at times in, applying the primary-assumption-of-the-risk doctrine. See Michael K. Steenson, The Role of Primary Assumption of Risk in Civil Litigation in Minnesota, 30 Wm. Mitchell L.Rev. 115 (2003). We conclude, however, that it is not appropriate here to change a well-established rule applying the primary-assumption-of-the-risk doctrine where a spectator at a baseball game is injured by a risk inherent to the game, such as being struck by a foul ball. Such modification of the law is for the legislature.

Here, the facts are undisputed that Al-win was a baseball fan, had been to many games in his lifetime, and understood the risk of being hit by a foul ball while viewing the game. In addition, the Club printed warnings on the backs of admission tickets, provided a number of seats behind a protective net, and posted numerous warning signs within Midway Stadium warning spectators that they could be injured by a “thrown or batted ball or a bat leaving the field of play.” Although these were not necessary to establish assumption of risk and avoid liability, they highlight the principle that Alwin primarily assumed the risk inherent to attending a baseball game, including being hit by a foul fly ball while walking near the concession area.

DECISION

Because Alwin primarily assumed the risk as a spectator of an inherently dangerous sport, he cannot recover damages for his injuries when he was struck by a foul fly ball while returning to his seat from the restroom, and the district court did not err in granting summary judgment.

Affirmed.


author: CRIPPEN, Judge.

text:
    In re ESTATE OF Leantha ZENO, Deceased.
    No. A03-226.
    Court of Appeals of Minnesota.
    Dec. 16, 2003.

      SaUy K. Mortenson, Apple Valley, MN, for appeUant Joseph Moore.
    Ronald J. Riach, Franke & Riach, P.A., Shoreview, MN, for respondent.
    Considered and decided by HALBROOKS, Presiding Judge, MINGE, Judge, and CRIPPEN, Judge.
   OPINION

CRIPPEN, Judge.

AppeUant, decedent’s grandchüd and the sole beneficiary under her wül, seeks review of a trial court order denying him informal probate of the wül on the ground that it was not properly executed. Respondent furnished evidence to the court that the witnesses did not see the signing of the wiU or the testatrix’s acknowledgment of her signature or her acknowledgment of the wül. Because the execution requirement at the root of the trial court’s holding is one of “statutory signature” requirements for execution of a self-proved will, the integrity of which is conclusively presumed by statute, we reverse and remand.

FACTS

On March 12, 1993, Leantha Zeno executed a will. The contents of the wül provided that appeUant Joseph Moore, one of Zeno’s nine grandchüdren, was the sole beneficiary of her estate. The wiU was prepared and notarized by an attorney, and the lawyer’s wife and daughter-in-law signed as witnesses. The witnesses and Zeno also executed a paragraph pursuant to Minn.Stat. § 524.2-504, which purported to make the will a self-proved will.

Zeno died in May 2002, the will was subsequently .filed with the Ramsey County Probate Court, and appellant was informally appointed personal representative of Zeno’s estate. Shortly thereafter, respondent Amy Moore, Zeno’s granddaughter, filed a petition for formal adjudication of intestacy, contending that the will was invalid because it was not properly executed.

At the hearing, the scrivener’s daughter-in-law testified that at the time she signed the will as a witness, Zeno was not present. This witness stated that Zeno was in office space the lawyer maintained in his home, which was not visible from the room where she and the lawyer’s wife were sitting. This witness testified that the lawyer brought the will into the room occupied by the two witnesses and that they signed the will despite not having seen her signatures, heard her acknowledgement of either her signature or the will, or even having met Zeno. This witness also testified that the lawyer did not notarize the document in her presence, and that the witnesses were not present at any time when the attorney discussed any provisions of the will with Zeno. The essence of this testimony was confirmed in an affidavit of the lawyer’s wife.

Based on the evidence presented at the hearing, the trial court determined that the purported will did not meet the requirements of Minn.Stat. § 524.2-502 (2002) because it was not signed in the presence of the witnesses, nor did Zeno acknowledge her signature to the witnesses. The court granted the petition for intestacy and appointed respondent as personal representative of the estate. This appeal followed.

ISSUE

Did the trial court err by denying appellant’s informal probate of decedent’s will on the ground that the instrument was not properly executed?

ANALYSIS

Appellant argues that the trial court erred by denying his application for informal probate because, as a self-proved will under Minn.Stat. § 524.2-504 (2002), the will is presumed to comply with the execution requirements for admission to probate and must be admitted absent evidence of fraud or forgery pursuant to Minn.Stat. § 524.3-406(b) (2002). Statutory construction is a question of law, which this court reviews de novo. Brookfield Trade Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390, 393 (Minn.1998).

The requirements for the proper execution of a will are set forth in Minn.Stat. § 524.2-502 (2002). A will must be in writing and signed by the testator or signed by somebody else at the testator’s direction. Minn.Stat. § 524.2-502(1), (2). The statute further provides that a will must be:

signed by at least two individuals, each of whom signed within a reasonable time after witnessing either the signing of the will as described in clause (2) or the testator’s acknowledgement of that signature or acknowledgement of the will.

Minn.Stat. § 524.2-502(3). Pursuant to Minn.Stat. § 524.2-504, a will becomes a self-proved will by the inclusion in the will of paragraphs signed by the testator and witnesses and properly notarized. Another statute declares the legality of a self-proved will:

If the will is self-proved, compliance with signature requirements for execution is conclusively presumed and other requirements of execution are presumed subject to rebuttal without the testimony of any witness upon filing the will and the acknowledgment and affidavits annexed or attached thereto, unless there is proof of fraud or forgery affecting the acknowledgment or affidavit.

Minn.Stat. § 524.3-406(b) (2002).

At issue here is whether the witnessing requirements under Minn.Stat. § 524.2-502 are “signature requirements for execution” under Minn.Stat. § 524.3-406(b). The trial court treated the witnessing requirements as “other requirements of execution” that are “presumed subject to rebuttal” under section 524.3-406(b). Specifically, the court observed that “while [the appearance of a self-proved will] raises the presumption of due execution, it is still a question of fact whether the will was executed in the manner required by law.” The court concluded that the will in this case was invalid in light of the testimony of the witnesses.

We are satisfied, based on persuasive authorities, that the witnessing requirements under Minn.Stat. § 524.2-502(3) are signature requirements under Minn.Stat. § 524.3^406(b), that are conclusively presumed in the absence or proof that fraud or forgery has affected the testator’s acknowledgment or witness’s affidavit. The comment to Uniform Probate Code § 2-504 states that the signature requirements of a self-proved will may not be contested. Uniform Probate Code § 2-504 1998 advisory comm. note. More to the issue of this case, the comment to Uniform Probate Code § 3-406 states that the “conclusive presumption” noted in the statute would foreclose questions concerning whether the witnesses signed in the presence of the testator. Uniform Probate Code § 3-406 1998 advisory comm. note. A “conclusive presumption” is defined as a “presumption that cannot be overcome by any additional evidence or argument.” Black’s Law Dictionary 1204 (7th ed.1999).

Although not decided in Minnesota, the Nebraska Court of Appeals addressed this issue in In re Estate of Stephens, 9 Neb.App. 68, 608 N.W.2d 201 (2000). In Stephens, the omitted beneficiary alleged that the trial court erred by finding that the will at issue was conclusively presumed to have been properly executed despite testimony by the witnesses that they did not recall the decedent signing the will in their presence. Stephens, 608 N.W.2d at 205. The appeals court stated that the legality of a self-proved rests on the formal appearance of execution requirements, either preceding the self-proving affidavit or as supplemental in the affidavit. See id. at 206 (stating that purpose of self-proved will is to expedite formal testacy proceedings). After noting the comments set forth in the Uniform Probate Code pertaining to Neb.Rev.Stat. § 30-2430(b), the court determined that the will met the requirements for a self-proved will, and that compliance with statutory signature requirements could not be challenged. Id. at 206-07. Because the evidence did not raise a genuine issue of material fact regarding fraud, forgery, or other proof that the decedent was unaware of the contents of the will, the court concluded that the will was properly executed. Id.

Here, appellant argues that the witnessing requirements set forth in Minn.Stat. § 524.2-502 are the signature requirements mentioned in Minn.Stat. § 524.3-406(b). In adopting this assertion, we primarily look to the plain meaning of the statutory provisions. See Minn.Stat. 645.16 (2002) (stating that where language of statute is clear and unambiguous, courts must give effect to plain meaning of that language). Minn.Stat. 524.2-502 provides that the valid execution of a will requires that a will be signed by the testator (or signed by somebody else at the testators direction), and signed by at least two witnesses within a reasonable time after witnessing the testator sign the will. Minn. Stat. 524.2-502(2), (3). Based on the plain language of the statute, we conclude that the contents of Minn.Stat. 524.2-502 are signature requirements for execution.

We also note that Minn.Stat. 524.3-406(b) provides a rebuttable presumption on other execution requirements, opening the door to a challenge that the decedent’s will was not the fruit of his free competent judgment. See Hartz Estate v. Cade, 247 Minn. 362, 365, 77 N.W.2d 169, 171 (1956) (stating that will executed by incompetent is legally no more his will than if it were forged, and will secured by undue influence is as repugnant to law as will secured by fraud). And finally, making evident a rational approach of the law, the statute makes all of its presumptions vulnerable to other proof of fraud or forgery that affects the acknowledgment of the will or attached affidavits.

DECISION

Because the will at issue contains the self-proving provisions contained in Minn. Stat. 524.2-504 and because signature requirements stated in that section are conclusively presumed, questions concerning whether the witnesses signed in the presence of the testator are precluded. Because there was no evidence of fraud or forgery affecting the testatrix’s acknowledgment or the attached affidavits, the trial court erred by denying appellants application for informal probate.

Reversed and remanded.

         Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const, art. VI, § 10.

      . Minn.Stat. §§ 524.2-502 and -504 were amended in 1996. Both sections state that the 1996 versions of the statutes apply to any wills of decedents dying on or after January 1, 1996. Because Zeno executed the will in 1993 but died in 2002, both sections, as amended in 1996, are applicable in this case. The 2002 versions of these statutes are identical to the 1996 versions.

      . It should be noted that requirements for the valid execution of a will and the requirements for a self-proved will in Nebraska are virtually identical to the requirements in Minnesota. Also, both Minn.Stat. § 524.3-406(b) and Neb.Rev.Stat. § 30-2430(b) were adopted verbatim from the Uniform Probate Code. Stephens, 608 N.W.2d at 206.


author: PETERSON, Judge.

text:
    David DYRDAL, Appellant, v. GOLDEN NUGGETS, INC., Respondent, Ron Micke, et al., Respondents (A03-214), Gregory Dyrdal, Appellant, v. James R. Licking, et al., Respondents (A03-215).
    Nos. A03-214, A03-215.
    Court of Appeals of Minnesota.
    Dec. 16, 2003.

      Erica G. Strohl, William M. Hart, Mark A. Bloomquist, Meagher & Geer, Minneapolis, MN, for appellants.
    Michael L. Jorgenson, Charlson & Jor-genson, Thief River Falls, MN, for respondent Golden Nuggets.
    Delray L. Sparby, Ihle & Sparby, Thief River Falls, MN, for respondents.
    Considered and decided by HUDSON, Presiding Judge; RANDALL, Judge; and PETERSON, Judge.
   OPINION

PETERSON, Judge.

This consolidated appeal involves lawsuits brought separately by appellant Gregory Dyrdal and appellant David Dyr-dal, in connection with the sale of two properties. Gregory Dyrdal sued respondents James Licking, Ed Faltin, and Ron Micke, seeking to enjoin the sale of a 452-acre parcel of land Licking owned. Gregory Dyrdal alleged that Licking deprived him of the opportunity to exercise his right of first refusal to buy the land by offering Faltin, the prospective buyer, terms that were more favorable than the terms that Licking offered to him. Gregory Dyrdal later dismissed his claim, having concluded that the more favorable terms Licking offered Faltin were insufficient to justify injunctive relief. He now appeals from the district court’s order awarding respondents Licking, Faltin, and Micke bad-faith attorney fees as sanctions under Minn. Stat. § 549.211 (2002).

David Dyrdal (Dyrdal) sued respondent Golden Nuggets, Inc., seeking both a declaration that he was entitled to sole possession of a 640-acre parcel of land Golden Nuggets owned and damages for breach of Golden Nuggets’s implied duty to repair. Both parties moved for summary judgment, and the district court ruled in favor of Golden Nuggets. Dyrdal now appeals from summary judgment dismissing his claims that Golden Nuggets (1) deprived him of the opportunity to exercise his right of first refusal to buy the land by not disclosing all the terms and conditions of an offer from Micke Pokel Farms, the prospective buyer, and (2) breached its implied duty to repair the ditch walls and embankments on the land. Dyrdal also appeals from summary judgment in favor of Golden Nuggets on its claim that Dyrdal tortiously interfered with Golden Nuggets’s contractual relation with Micke Pok-el Farms by recording a notice of lis pen-dens, and from the award of bad-faith attorney fees under Minn.Stat. § 549.211 (2002).

We affirm in part and reverse in part.

FACTS

David Dyrdal began renting a 640-acre parcel of farmland from Golden Nuggets, Inc., in 1988. He executed leases in 1988, 1994, and 1999. The 1999 lease, in effect when this dispute arose, gave Dyrdal a right of fust refusal to buy the land if another party made a bona fide offer to buy it. But the lease did not specify a method for providing notice of a bona fide offer. And, in contrast to the 1994 lease, which gave Dyrdal 45 days to accept or reject a third-party offer, the 1999 lease did not specify a time limit for exercising the right of first refusal. However, an undated and unsigned “clarification” sent to Dyrdal after the lease was executed gave Dyrdal 48 hours to match the terms of a third-party offer.

In early August 2001, Dan Narlock, Golden Nuggets’s farm manager, notified Dyrdal that Golden Nuggets had received a bona fide offer for the land from respondent Micke Pokel Farms. Soon after, Dyrdal received a letter from Golden Nuggets’s attorney, stating that Dyrdal’s right of first refusal had expired after 48 hours from receiving notice of the proposed sale. Dyrdal responded that he was under the impression that he had 45 days to exercise his first-refusal right and that, in any event, he had not received a copy of the purchase agreement. Golden Nuggets faxed Dyrdal a signed but largely illegible copy of the purchase agreement. Shortly after, it sent Dyrdal a legible but unsigned copy, which Dyrdal received on August 21, 2001.

The purchase agreement reflected an offer from Micke Pokel Farms to buy the land for $265,000, and listed February 5, 2002, as the closing date. The purchase agreement conflicted with a letter Dyrdal received from Golden Nuggets’s attorney, stating that the prospective buyer had offered $252,000 for the land. Dyrdal claims that the purchase agreement also conflicted with (1) an August 2001 oral agreement for the sale of the land between Donovan Dyrdal (Dyrdal’s brother) and Dennis Bau-mert (a Golden Nuggets shareholder); (2) Baumert’s subsequent statement to Donovan Dyrdal that the sale to Micke Pokel Farms was scheduled to close, at the latest, before the end of 2001 (rather than in February 2002); and (3) rumors that the sale to Micke Pokel Farms included a local-land exchange.

According to Dyrdal, these inconsistencies, along with suspicions that Narlock had denied Gregory Dyrdal the opportunity to exercise his right of first refusal to buy a different parcel of land, led him to believe that the purchase agreement did not accurately reflect all of the terms and conditions of Micke Pokel Farms’s offer. Based on that belief, Dyrdal commenced the present action on August 19, 2001, and recorded a notice of lis pendens. Dyrdal took no steps to exercise his right of first refusal, either before or after commencing this action.

Golden Nuggets counterclaimed, alleging that by recording the notice of lis pendens, Dyrdal unjustifiably interfered with its contract with Micke Pokel Farms. Both Golden Nuggets and Dyrdal moved for summary judgment. Golden Nuggets included a request for bad-faith attorney fees within its motion, but it did not file and serve a separate motion seeking attorney fees. The court granted Golden Nuggets summary judgment dismissing Dyr-dal’s first-refusal and breach-of-duty claims and awarded bad-faith attorney fees as sanctions against Dyrdal.

In dismissing the first-refusal claim, the court reasoned that Golden Nuggets properly notified Dyrdal of Micke Pokel Farms’s offer when it sent him a copy of the purchase agreement. The court found that the purchase agreement Dyrdal received was identical to the one Micke Pok-el Farms received and that Dyrdal made no attempt to exercise his right of first refusal. In dismissing Dyrdal’s breach-of-duty claims, the court reasoned that Golden Nuggets had no duty to maintain and repair the ditch walls and embankments on the land because the lease contained no agreement on the subject and a duty to repair may not be implied.

The court also denied Dyrdal summary judgment dismissing Golden Nuggets’s claim of interference with contractual relations and held that Dyrdal interfered with Golden Nuggets’s contract with Micke Pokel Farms by recording the notice of lis pendens without justification. Because at the time of the summary-judgment hearing Golden Nuggets had not yet suffered any damage, the court allowed Golden Nuggets to make a claim for damages later, after it sold the land.

Finally, the court awarded Golden Nuggets and respondents Licking, Faltin, and Micke bad-faith attorney fees. The court rejected David and Gregory Dyrdal’s claim that the respondents’ failure to file a separate motion for sanctions precluded the imposition of sanctions and premised its award of bad-faith fees on a finding that the Dyrdals initiated their lawsuits merely on suspicions that they were offered terms different from those offered respondents Faltin and Micke Pokel Farms and presented no evidence in support of their position. The court also found that the Dyrdals acted in disregard of respondents’ property rights.

ISSUES

I. Did the district court properly grant summary judgment dismissing Dyrdal’s claim that Golden Nuggets deprived him of the opportunity to exercise his right of first refusal by failing to provide him with notice of all the terms and conditions of Micke Pokel Farms’s purchase offer?

II. Did the district court err in concluding that Golden Nuggets had no implied duty to repair the ditch walls and embankments on the land?

III. Did the district court err in concluding that Dyrdal interfered with Golden Nuggets’s contractual relation with Micke Pokel Farms by recording the notice of lis pendens?

IV. In the absence of separate motions for sanctions, did the district court abuse its discretion by awarding respondents bad-faith attorney fees under Minn.Stat. § 549.211 (2002)?

ANALYSIS

I

Dyrdal first argues that the district court erred in granting Golden Nuggets summary judgment dismissing his claim to sole possession of the land. Specifically, Dyrdal claims that he could not accept the offer on the same terms as Micke Pokel Farms — as he was required to do to exercise his right of first refusal — because Golden Nuggets failed to provide him with a signed, legible copy of the purchase agreement that contained all of the terms and conditions of the proposed sale. Alternatively, Dyrdal argues that summary judgment was not appropriate because genuine issues of material fact remain as to whether the purchase agreement he received contained all of the terms and conditions of Micke Pokel Farms’s offer.

In the context of transactions involving real property, the right of first refusal is in essence a “dormant option” to buy or lease property. A.G.E., Inc. v. Buford, 105 S.W.3d 667, 673 (Tex.Ct.App.2003). In effect, the right of first refusal gives the right-holder the right to “preempt” a willing and able third party from buying or leasing the burdened property. 3 Eric Mills Holmes, Corbin on Contracts § 11.3 (rev. ed. 1996). Unlike an option, however, the right of first refusal is contingent on the property owner’s receipt of an acceptable bona fide offer from a third party. Park-Lake Car Wash, Inc. v. Springer, 352 N.W.2d 409, 411 (Minn.1984). Once the owner receives an acceptable offer and notifies the right-holder, the right of first refusal is triggered. Corbin, supra, § 11.3, at 470-71. It then “ripens” into an option, which can be exercised like any other option and is subject to the same rules as other options. Id.

The requirements for the notice that an owner must give to trigger the right of first refusal are generally specified in the parties’ agreement. When the agreement is silent as to notice, however, most courts agree that any method that gives the right-holder notice of a potential sale and reasonably discloses the terms of the sale is sufficient to trigger the right of first refusal. John D. Stump & Assocs. v. Cunningham Mem’l Park, Inc., 187 W.Va. 438, 419 S.E.2d 699, 706 (1992) (stating that “[m]ost courts, without any elaborate discussion, require only that reasonable notice be given [to the holder of a first-refusal right]”). In most cases, a copy of the purchase agreement provides reasonable notice of a bona fide offer, even if the agreement does not disclose all of the terms of the sale. See Koch Indus. v. Sun Co., 918 F.2d 1203, 1212-13 (5th Cir.1990) (holding that even though holder of first-refusal right conceivably lacked information about rates refinery vendor’s affiliate would continue to pay vendor for storage of crude oil, vendor reasonably disclosed terms of purchase offer by sending holder of right of first refusal copies of proposed sale and option agreements).

The lease between Dyrdal and Golden Nuggets did not specify the method for providing notice of a bona fide offer. Thus, any method that reasonably disclosed the terms of Micke Pokels Farms’s offer — including providing Dyrdal with a copy of the purchase agreement — was sufficient to trigger Dyrdal’s right of first refusal. Relying on Minar v. Skoog, 235 Minn. 262, 265, 50 N.W.2d 300, 302 (1951), Dyrdal argues, however, that the purchase agreement did not constitute adequate notice of the proposed sale because it was not signed. But Minar does not stand for the proposition that a seller must provide the holder of a first-refusal right with a signed copy of the purchase agreement; Minar holds that to exercise a right of first refusal, a buyer must match the terms of a bona fide offer with exactitude. Id. at 265-66, 50 N.W.2d at 302. As a matter of law, a purchase agreement constitutes the “offer” a right-holder must match to exercise a right of first refusal. Koch Indus., 918 F.2d at 1212-13 (stating that sale agreements constitute the “offer” holder of first-refusal right must accept or reject within a reasonable time). Dyrdal had an opportunity to match the terms of the purchase agreement with exactitude.

Alternatively, Dyrdal argues that the purchase agreement did not constitute adequate notice of the proposed sale because it did not fully disclose the terms and conditions of Micke Pokel Farms’s offer. Minnesota courts have not yet determined how specific the notice of a proposed sale must be when, as in this ease, the agreement granting the right of first refusal does not specify what information needs to be disclosed. Other courts have ruled, however, that owners have an initial duty to make only reasonable disclosure of an offer’s terms. Koch Indus., 918 F.2d at 1212. Disclosure is reasonable if it provides the right-holder with sufficient information to make an informed decision about exercising the right of first refusal. See Stump, 419 S.E.2d at 706 (stating that “[t]he primary purpose of the notice by the property owner is to provide the holder of the right of first refusal with sufficient information to determine whether he is interested in exercising the right”). To be reasonable, the notice of a third-party offer need not specify all of the terms and conditions of the proposed sale. Koch Indus., 918 F.2d at 1212-13 (holding that vendor reasonably disclosed offer terms by sending holder of first-refusal right copies of proposed sale and option agreements, even though right-holder conceivably lacked information about rates vendor’s affiliate would continue to pay vendor for storage of crude oil). But cf. Gyurkey v. Babler, 103 Idaho 663, 651 P.2d 928, 931 (1982) (stating that holder of first-refusal right “cannot be called upon to exercise ... that right unless the entire offer is communicated to him in such a form as to enable him to evaluate it and make a decision”); Hancock v. Dusenberry, 110 Idaho 147, 715 P.2d 360, 364-65 (Ct.App.1986) (applying Gyurkey).

Golden Nuggets reasonably disclosed the terms of the proposed sale by sending Dyrdal a copy of the purchase agreement. The district court found that the purchase agreement reflected all of the terms of Micke Pokel Farms’s offer, and the district court’s finding is not clearly erroneous. Even if the purchase agreement did not fully disclose the terms of the sale, however, the disclosure was reasonable because it gave Dyrdal actual notice of the potential sale and sufficient information to determine if he was interested in exercising his right of first refusal.

Once a landowner reasonably discloses the terms of an acceptable third-party offer, “the holder of the right of first refusal has a duty to undertake a reasonable investigation of any terms unclear to him.” Comeaux v. Suderman, 93 S.W.3d 215, 221 (Tex.App.2002); (citing Koch, 918 F.2d at 1212). In Comeaux, the parties’ lease provided that the sale of the land was subject to the lessee’s right of first refusal to buy the property on the same terms and conditions as those offered by a prospective buyer. Id. at 217. As in this case, the lease did not specify how notice of a potential sale was to be provided. Id. After receiving an offer to buy the land, the lessor notified the lessee. Id. But the notice of the sale did not specify the total acreage to be sold or include an earnest-money contract. Id. As a result, the lessee assumed that the sale involved 22 rather than 35 acres and chose not to exercise his first-refusal right. Id. at 218.

After the land was sold, the lessee sued the lessor for specific performance or damages, claiming that because the lessor’s notice did not include the total acreage or the earnest-money contract, his right of first refusal was never triggered. Id. at 218, 221. The court granted summary judgment for the lessor, holding that the lessee received sufficient notice of the proposed sale and that his failure to exercise his option to buy the land terminated his first-refusal right under the lease. Id. at 222-23. The court rejected the lessee’s claim that the holder of a right of first refusal is not required to do anything until the owner of the property conveys the complete terms of the purchase offer. Id. Instead, the court ruled that the right of first refusal terminates if, after receiving reasonable notice of a proposed offer, the right-holder does not seek to clarify unclear terms and does nothing to exercise his right of first refusal. Id.

Dyrdal does not dispute that he received a copy of the purchase agreement on August 21, 2001. Like the right-holder in Comeaux, however, Dyrdal did not seek to confirm his suspicion that Golden Nuggets and Micke Pokel Farms had negotiated terms not reflected in the purchase agreement, even though he had an opportunity to do so during a telephone conversation with Baumert shortly after receiving the purchase agreement. Nor did he exercise his right of first refusal. Instead, Dyrdal brought the present action. If Dyrdal thought he needed additional information before deciding whether to exercise his right of first refusal — as he now claims — he could have asked Baumert about the specifics of Micke Pokel Farms’s offer or advised him that he deemed the purchase agreement to be insufficient notice of the proposed sale, either because it was not signed or because it did not contain all of the terms and conditions of the sale. Having failed to do so, he cannot now complain that he lacked sufficient information to make an informed choice about whether to purchase the property.

II

Although the lease does not require Golden Nuggets to ensure that the land can be farmed, Dyrdal argues that the district court erred in concluding that Golden Nuggets did not have a duty to repair the ditch walls and embankments on the land. Specifically, Dyrdal argues that, either through course of conduct or promissory estoppel, Golden Nuggets had an implied duty to repair.

The supreme court recently summarized the rules for determining the meaning of a contractual provision. Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346-47 (Minn.2003). Under those rules, (a) whether a contractual provision is ambiguous is a legal question; (b) a contract provision is ambiguous if, based on its language alone, it is reasonably susceptible to more than one meaning; (c) if a contractual provision is ambiguous, determining what the ambiguous provision means is a factual question; and (d) if the contractual provision is not ambiguous, its language “must be given its plain and ordinary meaning, and shall be enforced by courts even if the result is harsh.” Id. (quoting Minneapolis Pub. Hous. Auth. v. Lor, 591 N.W.2d 700, 704 (Minn.1999) (footnotes omitted)); see Kauffman Stewart, Inc. v. Weinbrenner Shoe Co., 589 N.W.2d 499, 502 (Minn.App.1999) (stating that when a contract is unambiguous, it is improper for courts to go beyond the clear language of the contract). Relying on Fredrich v. Indep. Sch. Dist. No. 720, 465 N.W.2d 692, 695 (Minn.App.1991), review denied (Minn. Apr. 29, 1991), Dyrdal, nevertheless, argues that even when a contract is unambiguous, courts must consider extrinsic evidence of the parties’ intent if the contract is silent about a disputed issue. Dyrdal’s reliance on Fredrick is misplaced, however, because in Fredrick the court initially determined that the parties’ contract was ambiguous and then relied on extrinsic evidence only to resolve the ambiguity. Id. (stating that “[s]ince the contract is ambiguous, this court may look at extrinsic evidence to interpret the contract”).

Dyrdal’s reliance on Am. Mach. & Tool Co. v. Strite-Anderson Mfg. Co., 353 N.W.2d 592, 597 (Minn.App.1984), review denied (Minn. Sept. 12, 1984), for the proposition that a finding of ambiguity is not a prerequisite for the admission of course-of-dealing evidence to determine the parties’ intent is similarly misplaced. American Machinery is a case involving the Uniform Commercial Code (U.C.C.). The U.C.C. specifically allows course-of-dealing evidence to supplement contracts involving the sale of goods. Minn.Stat. § 336.2-202 (2002). But because Dyrdal’s lease is not a contract that involves a sale of goods, it is not governed by the U.C.C., and American Machinery is inapposite.

Dyrdal’s alternative claim that the lease is ambiguous because it is silent on whether Golden Nuggets had a duty to repair the ditch walls is directly contrary to the supreme court’s decision in Krueger v. Farrant, 29 Minn. 385, 13 N.W. 158 (1882). In Krueger, the court held that in the absence of an express agreement to make repairs, the landlord did not have a duty to repair the roof on the leased premises. Id. at 389-90, 13 N.W. at 161. The court reasoned that when a lease contains no stipulation on the subject, “there is no implied covenant on the part of the landlord to make repairs, [nor any warranty] that the premises are or will prove to be suitable for the tenant’s use or business.” Id. at 387, 13 N.W. at 159. The court noted that because the tenant is the party most interested in understanding the risks he will assume, “[i]t is incumbent on [the tenant] to exercise proper care and precaution in the selection and leasing of tenements ... and to require the proper stipulations in the contract for his protection.” Id. at 388,13 N.W. at 159-60.

Like the lease in Krueger, the lease in this case contained no stipulation about a duty to repair the ditch walls and embankments on the land. Dyrdal admits that excess rain or water is a risk that farmers run and that landlords are not usually responsible for this risk. If Dyrdal did not want to assume the risk of excess rain or water, it was incumbent on him to require Golden Nuggets to be responsible for ditch walls and embankments on the land. He did not do so, and he may not now go outside the unambiguous terms of a written lease to imply a duty for which the parties did not bargain.

Ill

Dyrdal argues that the district court erred in granting summary judgment in favor of Golden Nuggets on its claim that by recording the notice of lis pendens, Dyrdal interfered with its contractual relation with Micke Pokel Farms. Dyrdal specifically argues that he was justified as a matter of law in recording the notice of lis pendens because he had a legal interest in the land based on his first-refusal right.

To prevail on a claim of tor-tious interference with contractual relations, a plaintiff must prove that (1) there is a contract, (2) the defendant knew about the contract, (3) the defendant intentionally procured a breach of the contract without justification, and (4) the plaintiff suffered injuries as a direct result of the breach. Howard v. Minn. Timberwolves Basketball Ltd. P’ship, 636 N.W.2d 551, 559 (Minn.App.2001) (citing Bouten v. Richard Miller Homes, Inc., 321 N.W.2d 895, 900 (Minn.1982), review denied (Minn. Feb. 19, 2002)). A successful claim requires proof of all elements. Bebo v. Delander, 632 N.W.2d 732, 738 (Minn.App.2001), review denied (Minn. Oct. 16, 2001). A person does not interfere with a contract when he “asserts in good faith a legally protected interest of his own believing that his interest may otherwise be impaired or destroyed by the performance of the contract or transaction.” Kjesbo v. Ricks, 517 N.W.2d 585, 588 (Minn.1994) (quotation omitted).

The district court correctly concluded that Dyrdal interfered with Golden Nuggets’s contractual relation with Micke Pok-el Farms without justification. Dyrdal does not dispute that he received a copy of the purchase agreement between Golden Nuggets and Micke Pokel Farms. The district court found that the purchase agreement disclosed the complete details of the sale, and the court’s finding was not clearly erroneous. By taking no action to exercise his right of first refusal or to verify his suspicion that the purchase agreement did not fully disclose the terms of Micke Pokel Farms’s offer, Dyrdal allowed his right of first refusal to lapse and lost any interest in the land. The district court correctly concluded, therefore, that Dyrdal was not justified in recording the notice of lis pendens and that he interfered with Golden Nuggets’s contract with Micke Pokel Farms by so doing.

Relying on Howard, Dyrdal argues that he was justified in recording the notice of lis pendens. In Howard, a photographer claimed that when the Minnesota Timber-wolves basketball team enforced a National Basketball Association (NBA) rule prohibiting the issuance of credentials to photographers whose trading-card clients did not have a contract with the NBA, the Timberwolves tortiously interfered with his third-party contract to photograph team members for trading cards. 636 N.W.2d at 555. The court held that the actions of the Timberwolves were justified because the Timberwolves were asserting a legal right to exclude. Id. at 559. Unlike the Timberwolves, however, Dyrdal had no right to assert because he had allowed his interest in the property to lapse.

Dyrdal also claims that disputed issues of material fact remain as to whether Golden Nuggets disclosed all the terms of Micke Pokel Farm’s offer. But whether the purchase agreement reflected all the terms and conditions of Micke Pokel Farms offer is immaterial, because by sending Dyrdal a copy of the purchase agreement, Golden Nuggets reasonably notified Dyrdal of the terms of the potential sale and triggered his right of first refusal and his duty to seek clarification of any unclear terms.

IV

Both David Dyrdal and Gregory Dyrdal argue that the district court abused its discretion by awarding respondents bad-faith attorney fees. The Dyrdals contend that the award must be reversed because respondents failed to provide notice by a separate motion for sanctions, as required by Minn.Stat. § 549.211, subd. 4(a) (2002); see also Minn. R. Civ. P. 11.03 (requiring separate motion for sanction). Alternatively, they claim that they did not act in bad faith.

Section 549.211 allows a court to award attorney fees as a sanction when, after notice to the offending party and an opportunity to respond, the court determines that a claim, defense, or other legal contention has been presented for an improper purpose or is unwarranted by existing law. Minn.Stat. § 549.211, subds. 2, 3, 5 (2002). Whether to award attorney fees is a matter within the district court’s broad discretion. Kellar v. Von Holtum, 605 N.W.2d 696, 702 (Minn.2000); Hampton Bank v. River City Yachts, Inc., 528 N.W.2d 880, 890 (Minn.App.1995), review denied (Minn. Apr. 27, 1995). But Minn. Stat. § 549.211, subd. 3, specifically provides that the court may exercise its authority to impose sanctions “subject to the conditions in this section.”

Minn.Stat. § 549.211, subd. 4(a), contains conditions for imposing a sanction. It states:

A motion for sanctions under this section must be made separately from other motions or requests and describe the specific conduct alleged to violate subdivision 2. It must be served as provided under the Rules of Civil Procedure, but may not be filed with or presented to the court unless, within 21 days after service of the motion, or another period as the court may prescribe, the challenged paper, claim, defense, contention, allegation, or denial is not withdrawn or appropriately corrected.

Under the plain language of the statute, the requirement that a motion for sanctions be made separately from other motions and requests is mandatory. See Minn.Stat. § 645.44, subd. 15a (2002) (“ ‘Must’ is mandatory.”). “Where the legislature’s intent is clearly discernable from plain and unambiguous language, statutory construction is neither necessary nor permitted and courts apply the statute’s plain meaning.” American Tower, L.P. v. City of Grant, 636 N.W.2d 309, 312 (Minn.2001). We, therefore, conclude that respondents’ failure to file separate motions for sanctions did not satisfy the requirements of Minn.Stat. § 549.211, subd. 4(a), and the district court abused its discretion by imposing sanctions. See Barrett v. Tallon, 30 F.3d 1296, 1301 (10th Cir.1994) (abuse of discretion shown when district court’s ruling based on erroneous view of law).

This conclusion is consistent with decisions interpreting Fed.R.Civ.P. 11, which is substantively identical to Minn. R. Civ. P. 11. See Cooter & Gell v. Hartmarx Corp., 496 U.S. 384, 391, 110 S.Ct. 2447, 2453, 110 L.Ed.2d 359 (1990) (interpreting rule 11 according to its plain meaning); Johnson v. Waddell & Reed, Inc., 74 F.3d 147, 151-52 (7th Cir.1996) (vacating sanctions for failure to comply with separate-motion requirement); Elliott v. Tilton, 64 F.3d 213, 216 (5th Cir.1995) (recognizing that rule’s plain language indicates that “safe harbor” provision is mandatory); see also Gordon v. Unifund CCR Partners, 345 F.3d 1028, 1028-29 (8th Cir.2003) (holding that motion for rule-11 sanctions was procedurally deficient where, instead of filing separate motion, counsel sent opposing party letter urging party to withdraw motion for default judgment and requested rule-11 sanctions in subsequent memorandum opposing motion for default judgment); Hodges v. Yonkers Racing Corp., 48 F.3d 1320, 1328-29 (2d Cir.1995) (reversing sanctions award where party failed to file request for sanctions separately from other requests); VanDanacker v. Main Motors Sales, Co., 109 F.Supp.2d 1045, 1054-55 (D.Minn.2000) (rejecting rule-11 sanctions where defendants sent counsel warning letter of intent to seek sanctions but did not file separate motion). But cf. Ridder v. City of Springfield, 109 F.3d 288, 294 n. 7 (6th Cir.1997) (stating that separate-motion requirement “does not foreclose combining a Rule 11 request with other provisions regulating attorney behavior”).

Respondents argue that because they substantially complied with the statute’s procedural requirements, imposing sanctions is appropriate despite their failure to file a separate motion. Respondents note that they served their summary-judgment motions, which included the request for sanctions, 28 days before the hearing, thus giving the Dyrdals notice of the offensive conduct and more than 21 days to withdraw their claims, and the Dyrdals fully briefed the issue of sanctions and had an opportunity to be heard. But applying the doctrine of substantial compliance in this case would ignore the unambiguous, mandatory statutory requirement that a motion for sanctions be made separately from other motions or requests.

DECISION

The district court did not err in granting summary judgment dismissing Dyrdal’s claims that he was denied the opportunity to exercise his right of first refusal to buy Golden Nugget’s land and his claim that Golden Nuggets breached an implied duty to repair. The district court did not err in granting summary judgment in favor of Golden Nuggets on its claim of interference with contractual relations. The district court abused its discretion by awarding respondents attorney fees as sanctions under Minn.Stat. § 549.211, subd. 2.

Affirmed in part and reversed in part.

      . Dyrdal makes arguments based on unpublished opinions of this court. Unpublished opinions are of limited value in deciding an appeal. See Minn.Stat. § 480A.08, subd. 3(c) (2002) (stating "[ujnpublished opinions of the court of appeals are not precedential”) (emphasis added); Dynamic Air, Inc. v. Bloch, 502 N.W.2d 796, 800-01 (Minn.App.1993) (stating dangers of miscitation and unfairness associated with use of unpublished opinions and that while persuasive, "[t]he legislature has unequivocally provided that unpublished opinions are not precedential”). Additionally, we note that the unpublished authority Diydal cites is distinguishable.

      . Minn.Stat. § 549.211, subd. 4(b), provides: "On its own initiative, the court may enter an order describing the specific conduct that appears to violate subdivision 2 and directing an attorney, law firm, or party to show cause why it has not violated subdivision 2 with respect to that conduct.” Respondents make no claim that the court entered an order under this subdivision.