Trebelhorn v. Agrawal, A17-0584

• Decision Date: 20 November 2017
• Docket Number: A17-0584
• Citation: 905 N.W.2d 237
• Court: Minnesota Court of Appeals
• Parties: Scott TREBELHORN, d/b/a Trebelhorn & Associates, Appellant, v. Abhishek AGRAWAL, Respondent, RTS Financial Group, LLC, Respondent.

905 N.W.2d 237

Scott TREBELHORN, d/b/a Trebelhorn & Associates, Appellant,

v.Abhishek AGRAWAL, Respondent,RTS Financial Group, LLC, Respondent.

A17-0584

Court of Appeals of Minnesota.

Filed November 20, 2017

Christopher J. Heinze, Anthony D. Johnson, Kirsten J. Libby, Libby Law Office, P.A., St. Paul, Minnesota (for appellant)

Brian W. Rude, Minneapolis, Minnesota (for respondent Abhishek Agrawal)

Zachary J. Crain, Nilan Johnson Lewis, P.A., Minneapolis, Minnesota (for respondent RTS Financial Group, LLC)

Considered and decided by Florey, Presiding Judge; Rodenberg, Judge; and Bratvold, Judge.

RODENBERG, Judge

Appellant Scott Trebelhorn, d/b/a Trebelhorn & Associates, appeals from the district court's grant of summary judgment dismissing his claims against respondents Abhishek Agrawal (Agrawal) and RTS Financial Group, LLC (RTS). He argues that (1) the Supply Agreement signed by the parties is ambiguous concerning whether Agrawal is a party to it; (2) his account-stated claim is subject to a six-year, not a four-year, statute of limitations; and (3) the district court erred in granting summary judgment to RTS based on its summary disposition of the claims against respondent Agrawal. We affirm.

FACTS

On December 15, 2006, Agrawal signed a written Credit Application and Personal Guarantee Form (Credit Application). The Credit Application authorized appellant to obtain credit information on Agrawal and obligated Agrawal to pay "all outstanding obligations" resulting from appellant's extension of credit.

Two weeks later, on December 29, 2006, appellant and "Abhishek Agrawal d/b/a AKSK Financial Corp d/b/a BP/Super Stop & Wash" (referred to as "Dealer" throughout the agreement) signed a written "Supply Agreement." Under the Supply Agreement, appellant agreed to deliver petroleum products to Agrawal's gasoline station in Belle Plaine. The Supply Agreement contained terms regarding volume and pricing, and a merger clause stating, "This document and any attachments comprise the entire agreement between the parties and there are no oral or written agreements, pertaining to the sale of any product which is the subject matter of this Agreement, superseding this Agreement." Section 6(b) of the Supply Agreement stated that "[e]ach of the individuals signing on behalf of Dealer shall be jointly, severally and personally liable for all financial obligations of Dealer hereunder." The Supply Agreement was signed by "Dealer—Abhishek Agrawal" and "Jobber—Scott Trebelhorn."

After the Supply Agreement was signed, appellant sold petroleum to Agrawal. In April 2010, appellant delivered three shipments of petroleum. Agrawal sold the fuel at his gas station, but did not pay for it as agreed. On May 14, 2010, appellant, by mail, sent Agrawal a notice of default of the Supply Agreement. Appellant also hired RTS to collect the outstanding balance of $58,630.30 from AKSK Financial Corp. (AKSK). RTS negotiated a settlement with AKSK whereby AKSK was to pay $34,000 to release the claims against it. Agrawal signed the written settlement agreement on behalf of AKSK. The agreement provided that appellant would "no longer hold AKSK Financial Corp. liable for additional amounts, but reserves its right of recourse against the guarantor." RTS also sent Agrawal a letter stating that RTS would not further pursue Agrawal or AKSK regarding these claims.

Appellant sued Agrawal on December 26, 2014, asserting claims for breach of contract, account stated, and promissory estoppel/unjust enrichment. Appellant also sued RTS for breach of contract, alleging that RTS breached its agreement with appellant by communicating with Agrawal while negotiating with AKSK.

On July 1, 2016, Agrawal moved for summary judgment, arguing that appellant's claims against him were barred by the statute of limitations. The district court granted Agrawal's motion. In its order, the district court found that the Supply Agreement unambiguously provided that Agrawal is a party to it and that claims arising under the agreement are governed by the UCC's four-year statute of limitations, which had expired by the time the summons and complaint was served on Agrawal. The district court held that appellant could not sue Agrawal under the Credit Application because that agreement was superseded by the Supply Agreement's merger clause, and that appellant's account-stated claim, like the Supply Agreement, is subject to the UCC's four-year statute of limitations.

On October 13, 2016, appellant filed a notice of appeal from the district court's summary dismissal of his claims against Agrawal. RTS then moved for summary judgment on October 17, 2016, arguing that appellant had not produced any evidence of damages in his claim against RTS. On November 4, 2016, appellant responded to RTS's motion for summary judgment, seeking to reserve arguments on the motion while his appeal against Agrawal was pending. We dismissed appellant's appeal from the partial judgment pending final resolution of appellant's remaining claims. On February 10, 2017, the district court granted RTS's motion for summary judgment and dismissed the last of appellant's claims.

Appellant appealed from the judgment dismissing all of his claims.

ISSUES

I. Did the district court err in determining that the Supply Agreement unambiguously shows that Agrawal is a party to it?

II. Did the district court err in concluding that all of appellant's claims are subject to a four-year period of limitations?

III. Did the district court err in summarily dismissing appellant's claims against RTS?

ANALYSIS

Appellant challenges the district court's separate summary dismissals of his claims against both Agrawal and RTS. Summary judgment is granted when "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show 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. "On appeal from summary judgment, we must review the record to determine whether there is any genuine issue of material fact and whether the district court erred in its application of the law." Dahlin v. Kroening , 796 N.W.2d 503, 504-05 (Minn. 2011). We view the evidence in the light most favorable to the party against whom judgment was granted. Fabio v. Bellomo , 504 N.W.2d 758, 761 (Minn. 1993).

I.

Appellant first contends that the district court erred in granting summary judgment to Agrawal because the language of the Supply Agreement is ambiguous as to whether Agrawal is a party to that agreement, creating genuine issues of material fact for trial. If Agrawal is not a party to the Supply Agreement, which the parties agree involves a sale of goods, then Agrawal's liability would be under the earlier agreement wherein he guaranteed payment for the debts of AKSK.

"Whether language in a contract is plain or ambiguous is a question of law that we review de novo."

Storms, Inc. v. Mathy Constr. Co. , 883 N.W.2d 772, 776 (Minn. 2016). Additionally, "[w]hen the intent of the parties can be determined from the writing of the contract, the construction of the instrument is a question of law for the court to resolve, and this court need not defer to the district court's findings." Alpha Real Estate Co. v. Delta Dental Plan , 671 N.W.2d 213, 221 (Minn. App. 2003) (quotation omitted), review denied (Minn. Jan. 20, 2004).

In construing contracts, we look to the language of the contract to determine the parties' intent. Dykes v. Sukup Mfg. Co. , 781 N.W.2d 578, 582 (Minn. 2010). "A contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more than one interpretation." Denelsbeck v. Wells Fargo & Co. , 666 N.W.2d 339, 346 (Minn. 2003) (quoting Art Goebel, Inc. v. N. Suburban Agencies, Inc. , 567 N.W.2d 511, 515 (Minn. 1997) ). Parol evidence may be considered to determine intent when a contract's language is ambiguous. Dykes , 781 N.W.2d at 582. In contrast, we enforce the agreement of the parties as expressed in the language of the contract when it is unambiguous. Id. "If a contract is unambiguous, the contract language must be given its plain and ordinary meaning, and shall be enforced by the courts even if the result is harsh." Denelsbeck , 666 N.W.2d at 346-47 (quotation omitted). "We construe a contract as a whole and attempt to harmonize all of its clauses." Storms, Inc. , 883 N.W.2d at 776 (citing Chergosky v. Crosstown Bell, Inc. , 463 N.W.2d 522, 525 (Minn. 1990) ).

The district court found that the Supply Agreement is "unambiguous in showing the parties' intent that Agrawal is personally a party to the agreement." The district court pointed to three specific areas in the contract that indicated the parties' intent to include Agrawal as a party. First, the Supply Agreement states that it is an agreement "between Abhishek Agrawal d/b/a AKSK Financial Corp d/b/a BP/Super Stop & Wash ... (hereinafter referred to as ‘Dealer’); and Scott Trebelhorn d/b/a Trebelhorn & Associates, or his assignee (hereinafter referred to as ‘Jobber’)." Second, section 6(b) of the Supply Agreement states that "[e]ach of the individuals signing on behalf of Dealer shall be jointly, severally, and personally liable for all financial obligations of Dealer hereunder." Third, the signature line is labeled "Dealer—Abhishek Agrawal" and was signed individually by Agrawal.

While there is some ambiguity in other parts of the Supply Agreement, we agree with the district court that the agreement is unambiguous in its expression that Agrawal is a party to it. Section 6(b) clearly and unambiguously makes the individual signing the document "personally liable for all financial obligations of Dealer." The signature line reveals that Agrawal was the only individual who signed on behalf of Dealer. Since the contract explicitly included and bound any individual signing for Dealer, it binds Agrawal.

Minnesota law also supports the conclusion that Agrawal is a party...