Scott-Peabody & Assoc. v. Northern Leasing Corp.
| Decision Date | 25 February 1966 |
| Docket Number | SCOTT-PEABODY,No. 39795,39795 |
| Citation | 273 Minn. 236,140 N.W.2d 614 |
| Parties | & ASSOCIATES, Appellant, v. NORTHERN LEASING CORPORATION, Herbert J. Cook and William C. Kelly,Respondents. |
| Court | Minnesota Supreme Court |
Syllabus by the Court
Judgment on the merits constitutes a bar to a second suit for the same cause and is conclusive between the parties and their privies, not only as to every matter which was actually litigated but also as to every matter which might have been litigated therein. This rule is applied to an action brought by a plaintiff to set aside a deed allegedly given in fraud of creditors under circumstances where the grantee of such deed had obtained a judgment in his favor in a quiet-title action wherein plaintiff was a party defendant who contested the quiettitle action and had a full opportunity to assert the issue of fraudulent conveyance.
Rubenstein & Weisberg and Raleigh Z. Goldberg, Minneapols, for appellant.
Cook & Leavitt, Faribault, for respondents Northern Leasing Corp. and Cook.
William C. Kelly, Minneapolis, for respondent Kelly.
This is an appeal from a summary judgment entered in the district court in favor of defendants Herbert J. Cook and William C. Kelly in an action brought to recover judgment for architectural services, to establish a lien against certain premises, and for a determination that a certain conveyance from defendant Northern Leasing Corporation to defendant Cook be set aside as void and in fraud of creditors. An issue is raised as to whether, under the particular facts hereinafter recited, a judgment in favor of the plaintiff in an action to quiet title is res judicata in a subsequent action to set aside a prior deed allegedly given to him in fraud of creditors.
From the record it appears that plaintiff, Scott-Peabody & Associates, is an architectural firm; that defendant Northern Leasing Corporation was the owner of property in the city of Faribault; that defendant Herbert J. Cook was a director and officer of that corporation; and that defendant William C. Kelly was the owner of a mortgage on the corporation's real estate. Plaintiff entered into a written agreement with Northern Leasing to render services in the preparation of plans and specifications for a garage and general office building. The amended complaint alleges that pursuant to this agreement services of the reasonable value of $4,891.87 were rendered; that payment was never made; that a mechanics lien was filed; and that Northern Leasing executed a deed to the real estate on which the building was to be constructed to defendant Cook although knowing that the transfer would leave Northern insolvent. The complaint asserts that the deed was given in fraud of creditors without a fair consideration and asks judgment against Northern Leasing and Cook for the amount of the claim, interest, and attorneys' fees; that judgment therefor be declared a lien against the premises; and that the property be sold to satisfy the claim. The answer admits failure to pay the amount claimed; alleges that the plaintiff failed to perfect its statutory and constitutional lien; and further asserts defenses of res judicata and laches.
After issue was thus joined, defendants Cook and Kelly moved for summary judgment, which motion was heard on the court's files and records and an affidavit of one of the attorneys for plaintiff. The trial court granted summary judgment, being of the view that the issues raised by plaintiff's amended complaint and the answer had been determined as to defendants Kelly and Cook in a previous quiet-title action in which defendant Cook was the plaintiff and Scott-Peabody & Associates, plaintiff in this action, was one of the defendants.
The material which the trial court considered in passing upon the motion for summary judgment consisted of numerous pleadings and motions involving a series of unusual procedural maneuvers. This appeal is before us on the district court's files, which contain the various pleadings, motions, and orders, without a transcript of the proceedings or a settled case. As best we can determine, it appears that on August 1, 1960, plaintiff filed with the register of deeds a mechanics lien statement in connection with its asserted lien for services performed for Northern Leasing. On August 18, 1960, Herbert J. Cook commenced an action to quiet title to the real estate involved, claiming that he was its owner. Scott-Peabody & Associates was named defendant, the complaint stating that it claimed 'an interest or interests in said premises or lien thereon, adverse to plaintiff.' An answer was filed by Scott-Peabody on October 10, 1960, wherein it counterclaimed for the reasonable value of its services and asked judgment...
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...not only to matters litigated, but also to every matter that might have been litigated therein. Scott-Peabody & Associates v. Northern Leasing Corp., 273 Minn. 236, 140 N.W.2d 614 (1966); Youngstown Mines Corp. v. Prout, 266 Minn. 450, 124 N.W.2d 328 The City contended that MAPCO's state an......
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