Split Rock Development Company, LLC, Appellant, vs. Hoey Outdoor Advertising, Inc., Respondent.

This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480 A. 08, subd. 3 (2002).

 

STATE OF MINNESOTA

IN COURT OF APPEALS

A04-689

 

Split Rock Development Company, LLC,

Appellant,

 

vs.

 

Hoey Outdoor Advertising, Inc.,

Respondent.

 

Filed November 23, 2004

Affirmed
Klaphake, Judge

 

Chisago County District Court

File No. C2-03-1027

 

Thomas R. Haugrud, Stephen Kelly, Rosene, Haugrud & Staab, Chartered, 400 Robert Street North, Suite 1800, St. Paul, MN  55101 (for appellant)

 

Marc J. Manderscheid, Casey E. Jarchow, Briggs & Morgan, P.A., W-2200 First National Bank Building, 332 Minnesota Street, St. Paul, MN  55101 (for respondent)

 

            Considered and decided by Hudson, Presiding Judge, Kalitowski, Judge, and Klaphake, Judge.

U N P U B L I S H E D   O P I N I O N

KLAPHAKE, Judge

            Appellant Split Rock Development Co., LLC, challenges summary judgment upholding a lease entered into between lessor Viola Shogren, now deceased, and respondent Hoey Outdoor Advertising, Inc.  Split Rock, a subsequent purchaser of the leased land, argues that the lease is void under Minn. Stat. § 507.02 (2002), because the lessor's spouse did not sign the lease, and unenforceable under Minn. Stat. § 513.05 (2002), because the lease did not contain an adequate legal description of the leased land.

            Because the lessor's spouse ratified the lease by his subsequent actions and because the legal description in the lease is adequate to locate and identify the property, we affirm.

D E C I S I O N

            "On an appeal from summary judgment, we ask two questions:  (1) whether there are any genuine issues of material fact and (2) whether the lower courts erred in their application of the law."  State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990).  Where summary judgment is based on the interpretation of a statute, this court conducts a de novo review.  Tollefson Dev., Inc. v. City of Elk River, 665 N.W.2d 554, 558 (Minn. App. 2003), review denied (Minn. Sept. 24, 2003). 

            1.         Minn. Stat. § 507.02 (2002).

            Minn. Stat. § 507.02, the homestead statute, states that "[i]f the owner is married, no conveyance of the homestead, [with certain exceptions not at issue here] shall be valid without the signatures of both spouses."  "Conveyance" means virtually every interest in real estate, including leases of longer than three years duration.  Minn. Stat. § 507.01 (2002).  The homestead statute thus applied to the lease entered into between Shogren and Hoey, which was for 10 years, with two 10-year extensions at Hoey's option.  It is undisputed that Shogren's spouse, Nobel Monson, did not sign the lease agreement.

            The homestad statute has been interpreted to mean that a conveyance lacking the signature of a spouse is void, not voidable, and that a buyer acquires no rights in the property.  Dvorak v. Maring, 285 N.W.2d 675, 677 (Minn. 1979); Lennartz v. Montgomery, 138 Minn. 170, 172, 164 N.W. 899, 900 (1917).  But the purpose of the statute is to ensure the security of the homestead.  Wells Fargo Home Mortgage, Inc. v. Chojnacki, 668 N.W.2d 1, 5 (Minn. App. 2003).  Therefore,

it seems clear that the protection intended thereby inures to the owners of the homestead only.  It was not intended for the protection of the purchaser, or to enable him to repudiate a contract which he had fairly entered into, so long as the owners of the homestead are ready and willing to carry out the same on their part. 

 

Lennartz, 138 Minn. at 173, 164 N.W. at 900; see also Marr v. Bradley, 239 Minn. 503, 508, 59 N.W.2d 331, 334 (1953) (citing Lennartz). 

            When a spouse has not signed the necessary document, but nevertheless indicates by conduct that he or she is ready and willing to carry out the agreement, courts have concluded that the spouse ratifies the document and is estopped from later denying it.

Ratification occurs when a person with full knowledge of all the material facts, confirms, approves, or sanctions, by affirmative act or acquiescence, the originally unauthorized act of another.  A person ratifies his unauthorized signature upon an instrument if he receives and retains the proceeds or benefits of the unauthorized signature.

 

Wells Fargo Home Mortgage, 668 N.W.2d at 5 (quotation & citations omitted). 

            Here, between 1994, when the lease was signed, and 2000, when he sold the property, Monson, as Shogren's spouse, signed a purchase agreement, participated in mediation, signed a settlement agreement, entered into a contract for deed, issued a warranty deed and assigned the lease agreement. Each of these documents contains specific references to the Hoey lease.  In addition, Monson received the Hoey lease payments from Shogren's death in 1997 until he transferred the property to a subsequent purchaser in 2000.  By his conduct, Monson ratified Shogren's unilateral lease and would be estopped from denying the agreement. 

            Because Minn. Stat. § 507.02 is intended to protect the non-signing spouse and because Monson clearly ratified the lease agreement by his conduct, the district court did not err by refusing to void the lease agreement.

            2.         Minn. Stat. § 513.05 (2002).

            The statute of frauds states:

Every contract for the leasing for a longer period than one year or for the sale of any lands, or any interest in lands, shall be void unless the contract, or some note or memorandum thereof, expressing the consideration, is in writing and subscribed by the party by whom the lease or sale is to be made[.]

 

Minn. Stat. § 513.05.  Split Rock argues that the legal description contained in the lease, "I-35 City of Wyoming," is inadequate to satisfy the need for a written memorandum.

            To comply with the statute of frauds, a written memorandum must contain five elements:  "(1) [a] statement of consideration; (2) an adequate description of the parties; (3) an adequate description of the land; (4) the general terms and conditions of the transaction; and (5) subscription by the vendor."  Greer v. Kooiker, 312 Minn. 499, 505, 253 N.W.2d 133, 138 (1977).  Two rules of construction apply:  first, parol evidence may be offered to explain, but not contradict or supply, a term of the contract; and second, construction should further the purpose of Minn. Stat. § 513.05.  Id.  The purpose of the statute is "‘to provide reasonable safeguards to insure honest dealing and [not] to make a fetish of literal statutory compliance or a fetish of requiring a perfect written contract.'"  Id. (quoting Doyle v. Wohlrabe, 243 Minn. 107, 110, 66 N.W.2d 757, 761 (1954)).  Generally, courts err on the side of approving memoranda, so long as there is no apparent fraud and the property can be identified with some certainty.  See, e.g., Doyle, 243 Minn. at 111, 66 N.W.2d at 761 (stating that the court "will not apply the statute in a rigid manner whereby it becomes a technical shield behind which nonperformance may be justified when the description contained in the executed memorandum, by itself or as amplified by other instruments or papers with which the memorandum is expressly or impliedly connected, provides an adequate guide to locate and identify the property"); Triple B & G, Inc. v. City of Fairmont, 494 N.W.2d 49, 54 (Minn. App. 1992) (determining that settlement satisfied statute of frauds where "parties seemed to know which property was the subject of their negotiations").

            Thus, a description may satisfy the statute of frauds if it describes land closely enough so that there is no question about which property is involved.  For example, lack of a city, state, or county was not fatal where the court was able to identify the land in question because the instrument referred to land owned by the vendor in "township 49, range 15."  Quinn v. Champagne, 38 Minn. 322, 323, 37 N.W. 451, 452 (1888).  In Doyle, 243 Minn. at 108-11, 66 N.W.2d at 761-62, the court concluded that although the written memorandum itself failed to identify the land, the parties had sketched the dimensions of the property and identified it by intersecting streets, and the district court permitted testimony describing the sketch even though it was not appended to the writing.  In Greer, 312 Minn. at 507, 253 N.W.2d at 139, the land was identified only as "482.08 acres," but the district court allowed parol evidence to the effect that all parties agreed that the subject of the memorandum was the 482.08-acre Koob farm.  Finally, in Crown CoCo, Inc. v. Red Fox Restaurant, Inc. 409 N.W.2d 919, 921-22 (Minn. App. 1987), review denied (Minn. Oct. 21, 1987), this court concluded that the premises were adequately described where the legal description referred to a drawing that was not attached to the lease agreement, but also referred to an existing building that was readily identifiable and properly insured. 

            Subsequent actions may also be used as parole evidence to interpret the language of a contract.  In Miracle Const. Co. v. Miller, 251 Minn. 320, 322, 87 N.W.2d 665, 668 (1958), the contract contained the correct legal description of the entire tract, but excluded "house, outbuildings and approx. 3½ acres surrounding same."  After the agreement was signed, the property owners hired a surveyor to stake out the excepted area.  Id.  The supreme court concluded that

the parties knew the physical location of the boundaries, as indicated by their conduct of the negotiations prior to the signing of the contract and as corroborated by their subsequent conduct in establishing, or in acquiescing in the designation of, such boundaries on plats prepared pursuant to a survey.

 

Id. at 325, 87 N.W.2d at 669 (emphasis added). 

            Here, it is undisputed that Hoey's billboards have been maintained on Shogren's land for more than 10 years and that lease payments have been made during that time period.  As a matter of law, any infirmity in the legal description has been corrected by the property owners' acquiescence in the placement of these billboards and in their acceptance of the lease payments.[1]  We therefore conclude that the district court did not err by determining that in light of all circumstances, the description of land within the lease was adequate to satisfy the statute of frauds.

            The district court's grant of summary judgment is affirmed.

            Affirmed.

 

 

[1] Split Rock also argues that the district court erred by defining Hoey's lease in accordance with the Declaration of Easement filed on October 8, 2002.  This easement, which was filed by Split Rock contemporaneously with its sale of the property to Stars and Strikes, LLC, reserves an easement to Split Rock over land used by Hoey for its billboards and grants Split Rock the right to erect a third billboard.  

            In its request for declaratory judgment, Hoey asked the court to declare its right to use the leased land, as described in Split Rock's Declaration of Easement.  When the court granted summary judgment in Hoey's favor, it granted Hoey its requested relief:  a declaratory judgment that the lease agreement was valid and that Hoey had the right to use the property covered by the Declaration of Easement.  Thus, the order is part of the judgment granted to Hoey and was not for the purpose of supplementing the legal description.