GGG, Inc. v. Samuelson

• Decision Date: 21 December 2020
• Docket Number: A20-0493
• Parties: GGG, Incorporation, Respondent, v. Jon T. Samuelson, Appellant.
• Court: Minnesota Court of Appeals

GGG, Incorporation, Respondent, v. Jon T. Samuelson, Appellant.

A20-0493

STATE OF MINNESOTA IN COURT OF APPEALS

December 21, 2020

This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2018).

Affirmed

Bryan, Judge

Dodge County District Court

File No. 20-CV-17-341

Lee Novotny, Novotny Law Office, Chatfield, Minnesota (for respondent)

Matthew C. Rockne, Rachael Stein, Rockne Law Office, Zumbrota, Minnesota (for appellant)

Considered and decided by Bryan, Presiding Judge; Ross, Judge; and Bjorkman, Judge.

UNPUBLISHED OPINION

BRYAN, Judge

In this appeal from the district court's judgment after a court trial in a contract action, appellant asserts that the district court erred by making the following five errors: (1) excluding Exhibit 113 as parol evidence; (2) discounting appellant's expert's testimony; (3) finding that respondent did not breach the contract; (4) declining to void the contract under a variety of different legal theories; and (5) denying appellant's claims for unjust enrichment and quantum meruit.

First, we conclude that Exhibit 113 does not satisfy either of the appellant's asserted exceptions to the parol evidence rule. Second, we conclude that the record contains a reasonable basis in fact for the district court's decision to discount the testimony of appellant's expert. Third, we conclude that because the record supports the determination that respondent provided the services promised under the contract, the district court did not clearly err in making factual findings regarding respondent's performance. Fourth, we conclude that none of appellant's invalidity claims have merit. Fifth, we conclude that because a valid contract exists, the equitable remedies of unjust enrichment and quantum meruit are unavailable. We affirm the district court's judgment and the denial of appellant's motion for amended findings and new trial.

FACTS

In 1999, appellant Jon T. Samuelson and respondent GGG, Incorporation (GGG) reached an agreement regarding the design and creation of a wetland on Samuelson's property. The agreement also contemplated enrollment in a state conservation program that allows landowners to sell wetland credits to third parties. Pursuant to the agreement, Samuelson would pay GGG based on the sales price of the wetland credits from Samuelson's property. On May 8, 2017, GGG filed a civil lawsuit alleging that Samuelson breached the contract because Samuelson failed to pay GGG as previously agreed. The case proceeded to a three-day court trial, and after the close of evidence, the parties submitted proposed findings and legal memoranda. The district court entered judgment infavor of GGG, and Samuelson moved for amended findings and a new trial. The district court denied the motion. Samuelson appeals.

Given the issues raised, we first describe the evidence presented and the district court's findings surrounding the creation of the wetland. Second, we outline the district court's decision to exclude Exhibit 113 pursuant to the parol evidence rule. Third, we summarize both parties' experts' testimony and the district court's findings regarding this testimony.

A. Design and Creation of the Samuelson Wetland

GGG's CEO, Geoffrey G. Griffin, testified about the wetland banking program. He explained that, for ten years, he designed numerous wetlands for the state as head hydraulic design engineer for the Minnesota Department of Natural Resources and also under contract for the Minnesota Board of Water and Soil Resources (BWSR). Griffin testified that under the Wetland Conservation Act, a person or entity who removes a wetland must either create another wetland or purchase wetland credits from a wetland bank to offset the removal of wetlands. The wetland bank consists of credits issued to private property owners upon approval from a Technical Evaluation Panel (TEP), which includes a member from the BWSR and the U.S. Army Corps of Engineers (COE).

In 1998, Samuelson contacted GGG to discuss creating a wetland for enrollment in the wetland-banking program (the Samuelson Wetland). Samuelson, who is not an engineer or soils expert, required Griffin's expertise to determine the viability of this idea and to create a wetland. After conducting some preliminary tests, Griffin confirmed that Samuelson's land was eligible for wetland credits. Griffin created a test wetland and beganthe project. On September 25, 1999, GGG sent Samuelson a document containing contract terms and a signature line. The document, admitted into evidence without objection¹ as Exhibit 112, included the following terms:

We are proposing to perform the civil engineering and land surveying work necessary to enroll the proposed 9.8 acres of wetland, existing test wetland and surrounding upland into the wetland conservation act banking program at the following rates:

First 10 acres of credit - That portion of the sale price above $7,000/acre*

Upland credit acres & test wetland - That portion of the sale price above $5,000/acre**

*GGG will be paid for the first 5 acres of credits sold when the 5th acre is sold. After that sale, GGG will be paid upon receipt of the payment. GGG must approve in writing all sales less than $8,000/acre.

**GGG will be paid upon receipt of the payment. GGG must approve in writing all sales less than $8,000/acre.

On September 29, 1999, Samuelson signed Exhibit 112 on the line provided, and accepted the proposal.

The district court found that the contract terms are clear and unambiguous. GGG "promised to perform civil engineering and land surveying work necessary to enroll property into the Wetland Conservation Act banking program" and Samuelson promised to pay GGG "any sale price amounts in excess of $7,000, per acre on wetland credit acres and any amount in excess of $5,000 per acre on upland credit acres." The district courtfurther determined that Samuelson also agreed to make the initial payment "once the fifth acre is sold and future payments were to be made as each sale occurred."

GGG completed the wetland design, which included soil borings, floodplain analysis, topographic surveying, hydrology and hydraulic design, structure design, and other forms of geotechnical engineering. GGG then staked out the project to match the design, and Samuelson hired a contractor with whom GGG worked to implement the project. On January 11, 2000, GGG submitted an official application for wetland banking credits, listing Samuelson as the applicant. The district court found that GGG completed the services necessary to file the wetland application.

In August 2000, the COE visited the project and approved the wetland bank creation of 10.15 acres of Type 3 wetland. The COE also approved 7.61 acres of the upland wetland for Type 3 wetland subject to several conditions, including excavating a certain area an additional four-to-six inches. In April 2001, GGG responded to the COE, identifying compliance with the requirements for Type 3 wetland. On July 22, 2002, the BWSR approved 7.75 acres of wetland credits and listed them as available for sale. Griffin testified that the other acres did not get approved because it is common in the industry for the agencies to want to monitor the land for at least a year. GGG's expert, Stephan Lawler, testified regarding the creation of wetlands, the process of applying for and granting of wetland credits, and wetland design. Lawler stated that he typically anticipates five years of monitoring after construction is completed because it takes time for the hydrology to develop to meet the approval criteria. Lawler also testified that it is typical for agencies toinitially approve only 15% of the acres, and that Samuelson's acreage-approval rate was well above this percentage.

Samuelson testified that at some point during 2002, he began taking "corrective actions" himself and altering the landscape from the original design. These actions, which continued through 2007, were not at the direction of GGG or any government entity. Based on Samuelson's testimony, the district court found that Samuelson took these actions even though he "did not understand how various wetland types worked or looked at various times of the year." According to the district court, "[t]he original Samuelson wetland credits approved were Type 3, shallow marsh," but Samuelson attempted to modify the landscape so that the area in question would hold water above ground, which would correspond to a different type of wetland: "the Type 4 or greater wetland." Based on Samuelson's "corrective actions," GGG stopped filing the annual reports but continued to visit the project. GGG noticed that, because Samuelson continued to alter the landscape, the project did not remain static as planned. Griffin testified that it is hard to get all credits approved when the project is not static and that the agencies kept calling him asking about the changes.

In 2008, the BWSR conducted a routine inspection of the project, and expressed concerns about all the work Samuelson was doing. The district court found that GGG continued to work on the project as needed, including providing additional services and updating the information and survey map previously prepared through September 2010. In 2010, the TEP conducted another review, and with the project finally static, the paperwork could be submitted to obtain the remaining credits. On December 3, 2010, the remaining9.33 acres of wetland credits were added to the Samuelson Wetland Bank and available for purchase. GGG continued to visit the project once a year to ensure compliance. The district court found that GGG provided the services promised under the contract to create and establish the Samuelson Wetland into the wetland banking program and that Samuelson provided no evidence that GGG breached the contract. The district court ultimately determined that Samuelson's "corrective actions" made substantial changes to the original wetland area, resulting in delays to the...