Murphy v. S. Cent. Minn. Multi-Cnty. Hous. & Redevelopment Auth.
| Decision Date | 23 December 2013 |
| Docket Number | A13-0831 |
| Court | Minnesota Court of Appeals |
| Parties | Kathleen B. Murphy, Appellant, v. South Central Minnesota Multi-County Housing & Redevelopment Authority, Respondent. |
This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2012).
Affirmed
Watonwan County District Court
William Starr, Wayzata, Minnesota; and
Charles A. Beckjord, St. Paul, Minnesota (for appellant)
Brock P. Alton, Gislason & Hunter, Minneapolis, Minnesota (for respondent)
Considered and decided by Bjorkman, Presiding Judge; Peterson, Judge; and Connolly, Judge.
UNPUBLISHED OPINION
In this appeal from a summary judgment, appellant, who operated a mobile-home park owned by respondent, argues that (1) the district court erred in ruling that equitable relief was unavailable due to the existence of a contract between the parties, and (2) factquestions existed regarding appellant's claims for promissory estoppel and unjust enrichment. We affirm.
This lawsuit arose out of appellant Kathleen B. Murphy's operation of the Madelia Manufactured Home Park (the park), which is located on property owned by respondent South Central Minnesota Multi-County Housing and Redevelopment Authority. When respondent bought the property, respondent entered into a deferred-loan-repayment agreement and mortgage (the loan agreement) with the Minnesota Housing Finance Agency (the MHFA). The loan agreement was made under the MHFA's publicly owned neighborhood land trust program pursuant to Minn. Stat. §§ 462A.202, subd. 6. .30, .31 (1994).
The loan agreement permitted respondent to lease the park by way of a primary ground lease to either a nonprofit organization or to low- to moderate-income families or individuals. Respondent entered into a 99-year ground lease with the Minnesota Affordable and Accessible Housing Corporation (the MAAH), a nonprofit entity that owned the mobile homes located in the park. The lease required the MAAH to provide utilities services; maintain the park's streets, common areas, and lots; and pay operating expenses.
In 2001, the property-management firm that the MAAH had hired to manage the park resigned. After the management firm resigned, Steven Pierce, who served on the boards of directors for both the MAAH and respondent, visited the park and found it in a state of disrepair. On March 13, 2001, the MAAH invoked the lease's six-monthtermination provision and stated that it would stop operating the park effective September 15, 2001.
In September 2001, David Hunter, who is experienced in the construction industry, began managing the park for the MAAH, and the MAAH rescinded its notice of termination. Hunter, who worked with appellant buying and refurbishing residential and business properties for resale, began negotiating with Pierce for appellant to take over the MAAH's lease. On January 16, 2002, appellant entered into a contract with the MAAH to buy the mobile homes in the park for $125,000. The contract between the MAAH and appellant states that appellant "shall assume the balance of the 99-year lease of the real property on which the [park] is situated, along with all of the responsibilities and conditions connected with said lease."
On January 30, 2002, respondent passed a resolution authorizing the assignment of the lease to appellant. Respondent's attorney drafted an assignment that included signature blocks for the MAAH, appellant, and respondent and for approval by the MHFA. Appellant, Pierce on behalf of the MAAH, and Keith Luebke on behalf of respondent, signed the draft agreement but did not obtain approval from the MHFA. Appellant and Hunter took over operating the park.
In 2005, appellant entered into a purchase agreement with Northcountry Cooperative Development Foundation for Northcountry to buy appellant's interests in the park. Northcountry wrote to the MHFA asking whether the transfer of the lease to appellant was a valid transfer. The MHFA responded that approval by the MHFA andthe finance commissioner were required for the transfer but had not been obtained, and Northcountry withdrew from the purchase agreement.
The MHFA notified respondent that it was in default on the loan agreement for allowing the transfer of the lease to appellant. The MHFA stated that, if the default was not cured, the balance of the loan would become immediately due and payable. In 2008, respondent terminated the lease to appellant and sold the property to Northcountry.
Appellant brought this action against respondent alleging claims for breach of contract, promissory estoppel, and unjust enrichment. The district court granted summary judgment for respondent on all of appellant's claims. This appeal followed.
Summary judgment is appropriate when the record shows "that there is no genuine issue as to any material fact and that either party is entitled to a judgment as a matter of law." Minn. R. Civ. P. 56.03. We review the district court's grant of summary judgment de novo, to determine whether there are genuine issues of material fact and whether the district court erred in applying the law. Mattson Ridge, LLC v. Clear Rock Title, LLP, 824 N.W.2d 622, 627 (Minn. 2012). A party opposing summary judgment may not rest on "mere averments or denials . . . but must present specific facts showing that there is a genuine issue for trial." Minn. R. Civ. P. 56.05. "We view the evidence in the light most favorable to the party against whom summary judgment was granted." STAR Ctrs. v. Faegre & Benson, L.L.P., 644 N.W.2d 72, 76-77 (Minn. 2002).
Appellant does not challenge the summary judgment on her breach-of-contract claim. But, in challenging the summary judgment on her equitable claims, she argues that the district court's determination that the parties entered into a contract led to incorrect decisions on the equitable claims. Although appellant opposed summary judgment on the breach-of-contract claim in the district court, on appeal she claims that there was no contract and, therefore, the district court erred in denying equitable relief based on the principle that equitable relief is not available when there is a legal remedy available. See Southtown Plumbing, Inc. v. Har-Ned Lumber Co., 493 N.W.2d 137, 140 (Minn. App. 1992) (); see also U.S. Fire Ins. Co. v. Minn. State Zoological Bd., 307 N.W.2d 490, 497 (Minn. 1981) ().
Because appellant did not present this argument to the district court, it is not properly before this court. An appellate court generally must consider only those issues that the record shows were presented to and considered by the district court. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988). A party may not obtain review by presenting the same general issue presented to the district court under a new theory. Id.
But, even if we assume that there was no contract, it does not change our analysis of the equitable claims because appellant is not correct that the district court's decisions regarding those claims were based on the principle that equitable relief is not available when an adequate legal remedy exists. The district court stated that principle in itsmemorandum, but its decisions on appellant's equitable claims were based on other grounds. The district court granted summary judgment on the promissory estoppel claim because appellant failed to raise "an issue of material fact over the existence of a clear and definite promise" and on the unjust-enrichment claim because "[t]he record contains no facts suggesting that [respondent] benefited lawfully or unlawfully from [appellant's] actions" or "knowingly took advantage of her." Even if there were no contract, appellant's failure to present specific facts showing a genuine issue...
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