Pifer Grp., Inc. v. Liebelt
Decision Date | 11 June 2015 |
Docket Number | No. 20140442.,20140442. |
Citation | 864 N.W.2d 759 |
Parties | The PIFER GROUP, INC., Plaintiff, Appellant, and Cross–Appellee v. Judith M. LIEBELT, Sandra K. Janke, Dennis M. Janke, Defendants, Appellees, and Cross–Appellants. |
Court | North Dakota Supreme Court |
Roger J. Minch, Fargo, N.D., for plaintiff, appellant, and cross-appellee.
David A. Garaas, Fargo, N.D., for defendants, appellees, and cross-appellants.
[¶ 1] The Pifer Group, Inc., appeals, and Judith Liebelt and Sandra and Dennis Janke cross-appeal, from a judgment awarding Pifer Group $8,215.81 for breach of two land auction sale agreements. We affirm, concluding the auction sale agreements are enforceable and the district court did not err in its interpretation of them.
[¶ 2] In 2013, Liebelt and the Jankes entered into separate land auction sale agreements with Pifer Group to auction their Cass County farmland. The agreements provided in relevant part:
Each agreement also contained the following handwritten provision: “Seller reserves the right to reject any and all bids—If bids are rejected auction company has not earned said commission.”
[¶ 3] On the morning of the scheduled auction, Liebelt and the Jankes sent Pifer Group an email stating: “We are withdrawing from today's 11am land auction and will refuse any and all bids pursuant to our contract agreement.” No auction sale was held.
[¶ 4] Pifer Group sued Liebelt and the Jankes for breach of the auction sale agreements and sought damages based on full sales commissions that would have been owed if the sales occurred. Construing the auction sale agreements, the district court on summary judgment awarded Pifer Group only cancellation fees of $8,215.81 and rejected the arguments of Liebelt and the Jankes that the agreements were void as a matter of law.
[¶ 5] Our standard for reviewing summary judgments is well-established:
Deckert v. McCormick, 2014 ND 231, ¶ 9, 857 N.W.2d 355 (quoting Capps v. Weflen, 2014 ND 201, ¶ 7, 855 N.W.2d 637).
[¶ 6] In their cross-appeal, Liebelt and the Jankes argue the district court erred in awarding Pifer Group damages because the land auction sale agreements are void and unenforceable.
[¶ 8] Questions of statutory construction are fully reviewable on appeal. See Haugland v. City of Bismarck, 2012 ND 123, ¶ 47, 818 N.W.2d 660. In interpreting statutes, we first look at the language and give words their plain, ordinary and commonly understood meaning, “unless a contrary intention plainly appears, but any words explained in this code are to be understood as thus explained.” N.D.C.C. § 1–02–02. We construe statutes as a whole and harmonize them to give meaning to related provisions, and interpret them in context to give meaning and effect to each word, phrase, and sentence. See State v. Brossart, 2015 ND 1, ¶ 23, 858 N.W.2d 275.
[¶ 9] Section 51–05.1–04(1), N.D.C.C., defines an “auctioneer” as “a person who, for a compensation or valuable consideration, sells or offers for sale either real or personal property at public auction as a whole or partial vocation.” Section 51–05.1–04(2), N.D.C.C., defines a “clerk” as “any person, firm, partnership, copartnership, association, corporation, or limited liability company who, for a compensation or valuable consideration, is employed either directly or indirectly by an owner while the sale is in progress to [listing of duties].” The Attorney General, noting the difference in the definitions between an “auctioneer” and a “clerk,” has opined the Legislature intended that only individuals fall within the definition of an “auctioneer”:
N.D. Att'y Gen. 2005–L–40, p. 2 (Nov. 4, 2005) (footnotes omitted). The Attorney General's opinion is bolstered by administrative regulations governing auction schools and auctioneer license applicants who have been convicted of crimes, which clearly speak in terms of individuals rather than corporate entities. See N.D. Admin. Code §§ 69–08–01–01 and 69–08–01–02. We think the Attorney General's statutory interpretation is persuasive. See State v. Leppert, 2014 ND 207, ¶ 4, 855 N.W.2d 665.
[¶ 10] Liebelt and the Jankes rely on Preference Pers., Inc. v. Peterson, 2006 ND 35, 710 N.W.2d 383, and cases from other jurisdictions for the proposition that unlicensed corporations cannot enforce contracts. In Peterson, we held that an unlicensed employment agency, which was required to be licensed under the law, could not maintain an action for breach of an employment agreement. Id. at ¶¶ 4, 10. The auction cases from other jurisdictions are to the same effect. But those cases are inapposite because no statute requires that Pifer Group be licensed as an auctioneer. Here, Pifer Group's principle owner, Kevin Pifer, was a licensed auctioneer. He would have conducted the auction and his name and auctioneer license number appeared on both land auction sale agreements.
[¶ 11] We reject the argument that the agreements are void and unenforceable because Pifer Group was not licensed as an auctioneer.
[¶ 12] Liebelt argues her land auction sale agreement is void because, “[i]f the real estate is a homestead, the auctioneer's authority must be signed and acknowledged by both the husband and wife” under the homestead laws, and Liebelt's husband failed to sign the auction sale agreement. Assuming Liebelt may raise the homestead rights of her husband, who is not a party in this proceeding, we reject the argument.
[¶ 13] First, in Bismarck Realty Co. v. Folden, 354 N.W.2d 636, 640 (N.D.1984), this Court held a real estate listing agreement or an authorization to sell agreement is an employment contract or the creation of an agency relationship, and is not a contract for the sale of real property within the meaning of the statute of frauds, N.D.C.C. § 9–06–04. A land auction sale agreement is not substantively different from a listing agreement or authorization to sell agreement, and we likewise conclude it is not a contract for the sale of real property. Second, Liebelt relies on N.D.C.C. § 47–18–05, which provides: “The homestead of a married person, without regard to the value thereof, cannot be conveyed or encumbered unless the instrument by which it is conveyed or encumbered is executed and acknowledged by both the husband and wife.” This statute is inapplicable because no sale of property occurred and no homestead rights have been “conveyed or...
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