Minn. Vikings Football Stadium, LLC v. Wells Fargo Bank, Nat'l Ass'n

• Decision Date: 23 June 2016
• Docket Number: Civil No. 15-4502 (DWF/JSM)
• Parties: MINNESOTA VIKINGS FOOTBALL STADIUM, LLC, a Delaware limited liability company, Plaintiff, v. WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, Defendant.
• Court: U.S. District Court — District of Minnesota

193 F.Supp.3d 1002

MINNESOTA VIKINGS FOOTBALL STADIUM, LLC, a Delaware limited liability company, Plaintiff,

v.WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, Defendant.

Civil No. 15-4502 (DWF/JSM)

United States District Court, D. Minnesota.

Signed June 23, 2016

Kevin R. Coan, Esq., Lewis J. Rotman, Esq., and Margaret Ann Santos, Esq., Hinshaw & Culbertson LLP, counsel for Plaintiff.

Bryan R. Freeman, Esq., Christopher R. Grote, Esq., and Mark S. Enslin, Esq., Lindquist & Vennum LLP, counsel for Defendant.

MEMORANDUM OPINION AND ORDER

DONOVAN W. FRANK, United States District Judge

INTRODUCTION

Plaintiff Minnesota Vikings Football Stadium, LLC ("MVFS") sued Defendant Wells Fargo Bank, National Association ("Wells Fargo") after Wells Fargo began installing roof-top signs on two 17–story office towers (the "Wells Fargo Towers") located next to U.S. Bank Stadium (the "Stadium") in Minneapolis. MVFS claims that Wells Fargo's mounted and illuminated¹ roof-top signs violate the parties' contract, which permits only flat, painted roof-top signs. Asserting that Wells Fargo's roof-top signs adversely affect the Stadium's "image," MVFS seeks a permanent injunction requiring Wells Fargo to remove the signs and prohibiting Wells Fargo from installing or maintaining any other mounted or illuminated roof-top signs on the Wells Fargo Towers. MVFS also seeks an order rescinding Wells Fargo's rights to install any roof-top signage of any kind, and it seeks attorneys' fees and costs.

Nearly five months ago, the Court denied MVFS's motion for a preliminary injunction requiring Wells Fargo to disassemble or cover the roof-top signs that it was in the process of installing on the Wells Fargo Towers. One basis for that decision was the speculative nature of the injury MVFS claimed it would suffer if the Court did not enjoin Wells Fargo prior to deciding the merits of the case. Now, Wells Fargo has completed the installation of the roof-top signs, and the parties have completed discovery and submitted cross-motions for summary judgment.

Considering the evidence and arguments of counsel, the Court holds that because the parties' contract unambiguously prohibits the roof-top signs that Wells Fargo has installed on the Wells Fargo Towers, Wells Fargo is liable for breach of contract. Further, the balance of equities supports a permanent injunction requiring Wells Fargo to remove its current roof-top signs and prohibiting Wells Fargo from installing or maintaining any other mounted or illuminated roof-top signs. The Court finds no basis for an order rescinding Wells Fargo's contractual rights to install non-mounted, non-illuminated roof-top signs. Still, MVFS is the prevailing party and, pursuant to the parties' contract, is entitled to attorneys' fees and costs.

BACKGROUND²

I. The Stadium and the Wells Fargo Towers

In 2012, the Minnesota legislature enacted Minn. Stat. §§ 473J.01 –473J.27 (the "Stadium Legislation") "to provide for the construction, financing, and long-term use" of the Stadium, the future home of the Minnesota Vikings, a football team in the National Football League. Minn. Stat. § 473J.01 ; see also 2012 Minn. Sess. Law Serv. Ch. 299 (H.F. 2958) (West). The Stadium Legislation established the Minnesota Sports Facilities Authority ("MSFA"), a public body consisting of three members appointed by the Governor of Minnesota and two members appointed by the Mayor of Minneapolis. Minn. Stat. § 473J.07. MSFA and MVFS are parties to a Stadium Use Agreement and a Stadium Development Agreement. (Doc. No. 15 ("Becker Decl.") ¶¶ 2–3.) The Stadium Use Agreement gives MVFS the right to control the branding and image of the Stadium. (Id. ¶ 2, Ex. 1 at Arts. 11, 23; see also Doc. No. 47 ("Coan Decl.") ¶ 5, Ex. D ("Hanson Dep.") at 31–32.) The Stadium Development Agreement establishes a Stadium Design and Construction Group, which includes representatives from both MSFA and MVFS, and gives it responsibility for the Stadium's design and construction. (Becker Decl. ¶ 3, Ex. 2.)

After the enactment of the Stadium Legislation, Wells Fargo partnered with Ryan Companies ("Ryan") and the City of Minneapolis (the "City") on a redevelopment project in Downtown East, the neighborhood where the Stadium is located. (Doc. No. 23 ("Hanson Decl.") ¶¶ 3–4.) The project includes construction of the Wells Fargo Towers, which will house offices for over 5,000 Wells Fargo employees. (Id. ¶ 4.) On November 12, 2013, the Minneapolis City Planning Commission approved Ryan's design for the Wells Fargo Towers. (Becker Decl. ¶¶ 5–6, Exs. 3–4.)

II. The Signage Agreement

On February 10, 2014, MVFS and Wells Fargo entered into an Agreement Regarding Signage (the "Signage Agreement"), which relates to the exterior signs that Wells Fargo may install on the Wells Fargo Towers. (Id. ¶ 9, Ex. 6 ("Signage Agreement").) Three provisions of the Signage Agreement are of particular relevance to this case:

First, paragraph 1(a) restricts the roof-top signs that Wells Fargo may install and maintain on the Wells Fargo Towers:

1. Signage Restrictions. The following types of exterior signs ... are prohibited on the [Wells Fargo Towers]:

(a) roof-mounted or roof-applied signs of any kind other than (i) those depicted in terms of image, location, scale, size (56' x 56') and utility on the attached Downtown East Master Signage Plan Revision dated January 22, 2014 and attached as Exhibit D(the "Master Signage Plan "); provided that roof top signs of the same image and in the same location as the 56' x 56' signs depicted on the Master Signage Plan may be smaller in size, scale and utility.

(Signage Agreement ¶ 1(a).) The Master Signage Plan, attached as Exhibit D to the Signage Agreement, is a sixteen-page document with multiple diagrams showing exterior signs on the Wells Fargo Towers. (Signage Agreement, Ex. D ("Master Signage Plan").) One of these diagrams shows roof-top signs. (Master Signage Plan at D–9.) According to the diagram, each sign is identical to the other and features yellow letters spelling "Wells Fargo" on a red background measuring 56 feet in height and 56 feet in width. (Id. ) The diagram shows the signs' location and orientation on the roofs of the two Wells Fargo Towers, and it includes the following text:

Non–Mounted Skyview Graphic (Qty. 2)

Painted Roof Sign, Custom

Additional street level signage to be further defined at a later date.

(Id. ) The diagram also appears to represent the Wells Fargo Towers in daylight and does not address illumination of the roof-top signs. (Id. )

Second, paragraph 2 states MVFS's promise to refrain from interfering with Wells Fargo's efforts to gain approval for its signs from the City of Minneapolis:

2. Covenants of [MVFS]. [MVFS] and its Affiliates will discontinue opposition to and will not oppose Wells Fargo's efforts now or in the future to obtain approval from the City of Minneapolis for the Roof Top signs, wall mounted signs and ground mounted monuments depicted in terms of image, location, scale, size (or smaller) and utility on the Master Signage Plan, or substitute signage in conformance with this Agreement.

(Signage Agreement ¶ 2.) At the time the parties entered into the Signage Agreement, the City of Minneapolis Sign Ordinance prohibited most roof-top signs, including the signs that Wells Fargo sought to install on the Wells Fargo Towers. (Hanson Decl. ¶ 9.)

Third, paragraph 5 provides that violation of the Signage Agreement, by either party, will cause irreparable harm:

5. Remedies. The parties acknowledge and agree that if Wells Fargo ... or if [MVFS] ... fails to observe one or more of the restrictions set forth in this Agreement or fails to perform one or more of the covenants to which such person or entity is subject ... the persons or entities benefited by the covenant or restriction would suffer irreparable harm for which a recovery of money damages would not be an inadequate [sic] remedy.

(Signage Agreement ¶ 5.) In paragraph 5, the parties also agree that the "prevailing party" in an action to enforce the Signage Agreement "shall be entitled to collect all of its reasonable costs of the action, including reasonable attorneys' fees, from the non-prevailing party." (Id. )

III. Wells Fargo's Roof-top Signs

In early 2014, Wells Fargo promoted an amendment to the City of Minneapolis Sign Ordinance that would permit the roof-top signs that Wells Fargo wanted to install on the Wells Fargo Towers. (Hanson Decl. ¶ 9, Ex. A.) MVFS did not oppose the amendment, and on March 28, 2014, the Minneapolis City Council passed it.³ (Id. ¶¶ 9–10, Ex. A; Doc. No. 12 at 9; Doc. No. 21 at 7.)

On August 8, 2014, Wells Fargo presented MVFS with a document depicting an updated plan for signs on the Wells Fargo Towers, including roof-top signs with illuminated lettering mounted on I-beams (the "Proposed Signage Document"). (Becker Decl. ¶ 16, Ex. 12 ("Proposed Signage Document") at 17–18.) On August 13, 2014, MVFS sent a letter to Wells Fargo stating its position that the Signage Agreement did not permit the mounted, illuminated roof-top signs shown in the Proposed Signage Document. (Id. ¶ 18, Ex. 13.) Indeed, internal Wells Fargo emails evidence Wells Fargo's knowledge of MVFS's objections to its proposed mounted, illuminated signs. For example, an email from a Wells Fargo employee, dated August 12, 2014, states:

When we went back to [MVFS] last Friday, we Wells Fargo made it clear in the room that [the Proposed Signage Document] did not deviate from what [was shown in the Master Signage Plan] outside of the ask to illuminate the rooftop signs. [That's] where their leadership then read the contract back to us, advising we could not illuminate the rooftop sign per contractual agreement. We advised that we were asking them to consider this [change to] the contract.

(Coan Decl. ¶ 2, Ex. A ("Ness Dep."), Ex. 3.) A similar email, dated August 14, 2014, states: "As expected, [MVFS representatives] aren't interested in allowing raised / lit...