North Star Center, Inc. v. Sibley Bowl, Inc.
| Decision Date | 16 March 1973 |
| Docket Number | No. 43732,43732 |
| Citation | 295 Minn. 424,205 N.W.2d 331 |
| Parties | NORTH STAR CENTER, INC., Respondent, v. SIBLEY BOWL, INC., Appellant. |
| Court | Minnesota Supreme Court |
Mordaunt, Walstad, Cousineau & McGuire and F. Robert Kolacke, Minneapolis, for appellant.
Meagher, Geer, Markham, Anderson, Adamson, Flaskamp & Brennan, J. Richard Bland, and O. C. Adams II, Minneapolis, for respondent.
Considered by KNUTSON, C.J., and TODD, MacLAUGHLIN, and OLSON, JJ., without oral argument.
Defendant appeals from a judgment requiring it to reimburse plaintiff for damages incurred by a third-party tenant as a result of a fire in the premises which defendant leased from plaintiff. Plaintiff was obligated to indemnify the third party pursuant to the terms of a lease agreement between them, and recovery from defendant was allowed under the indemnity provisions in a lease agreement between the parties hereto which was executed by defendant without knowledge of the prior indemnity agreement between plaintiff and the third-party tenant. We affirm.
This matter was submitted to the trial court below on stipulated facts. Plaintiff was the owner and operator of a shopping center. On October 30, 1958, it leased a portion of its premises to W. T. Grant Company (Grant). The following language was included in the lease:
'As this Lease does not cover the basement in Tenant's building on the demised premises, Landlord agrees to indemnify and hold harmless the Tenant of and from any loss, damage or injury to persons or property including the Tenant's merchandise and fixtures arising out of the occupancy of said basement by the Landlord and others.'
On April 27, 1961, plaintiff leased to defendant the basement area referred to in the indemnity provision of the lease with Grant. At the time of the execution of the lease agreement between plaintiff and defendant, the following indemnity provision was included:
'Lessee further covenants and agrees to hold the lessor free and harmless from all claims, damages, suits or causes of action resulting from injuries to persons or property and arising thereon or out of the use, occupancy or condition of the leased premises * * *.'
The stipulated facts provide, and the trial court found, that at the time of the execution of its lease defendant was unaware of the indemnity provision in the lease between plaintiff and Grant.
On June 18, 1965, a fire occurred on the leased premises of defendant, the cause of which was undetermined, and the property of Grant was damaged as a result of the fire. Plaintiff settled the claim pursuant to the indemnity agreement in the lease to Grant and brought this action against defendant pursuant to the terms of the indemnity agreement included in their lease.
Defendant contends that plaintiff's action seeks to recover under a separate and remote contractual agreement to which defendant was not a party and of which it had no knowledge. The trial court correctly found that the language of the agreement was free of ambiguity and that both parties were on an equal footing as to bargaining position and neither party was dominant in the negotiation proceedings. Where there is no ambiguity in the written terms of a contract, construction by a trial court or an appellate court is inappropriate. The Telex Corp. v. Data Products Corp., 271 Minn. 288, 135 N.W.2d 681 (1965).
Defendant concedes that the contract language is free of ambiguity. However, it contends that there was no meeting of the minds on the question of the prior indemnity agreement. In determining this question, the standard to be followed is objective and not subjective, and it is the expressed mutual assent rather than actual mutual assent which is the essential element in the formation of contracts. Cederstrand v. Lutheran Brotherhood, 263 Minn. 520, 117 N.W.2d 213 (1962).
Absent ambiguity, fraud, or misrepresentation, a mistake of one of the parties alone as to the subject...
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...provision and the lack of ability to negotiate elimination of the unacceptable provision) North Star Center, Inc. v. Sibley Bowl, Inc., 295 Minn. 424, 426, 205 N.W.2d 331, 333 (1973) (per curiam),5 and (2) the types of services being offered or provided (taking into consideration whether it......
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