This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1998).






Minnwest Bank Ortonville,


Conrad A. Irvine, et al.,

Irvine Top Pork, Inc., et al.,


Filed October 17, 2000


Crippen, Judge


Traverse County District Court

File No. C39892



David C. McLaughlin, Fluegel, Helseth, McLaughlin, Anderson & Brutlag, Chartered, 212 Second Street N.W., Ortonville, MN 56278; and


William J. Watson, Watson Law Office, 37 NW Second Street, Ortonville, MN 56278 (for respondent)


Harry D. Hohman, Wojtalewicz, Hohman & Schoep, Chartered, 139 North Miles, P.O. Box 123, Appleton, MN 56208-0123 (for appellants)


            Considered and decided by Willis, Presiding Judge, Crippen, Judge, and Peterson, Judge.


U N P U B L I S H E D    O P I N I O N




Appellants Irvine Top Pork, Inc., et al., dispute the trial court’s denial of their motion for relief, insisting that they are still entitled to their right of first refusal on real estate foreclosed by respondent Minnwest Bank.  Because appellants waived their purchase rights in a settlement agreement and do not challenge the validity of that agreement, we affirm the denial of their motion.  And because there is no merit in the substance of appellants’ claim, the trial court did not err in refusing to grant them injunctive relief.



Appellants owned a 40-acre parcel of improved land, and respondent bought that land at a foreclosure sale in July 1999.  Three months after the sale, the parties negotiated their differences and signed a settlement agreement that provided for appellants to execute quitclaim deeds to the property and to surrender their rights of first refusal.  In exchange, appellants acquired the right to purchase by tender of $150,000 no later than December 17, 1999, and a restoration of their right of first refusal if respondent’s proposed sale of the property to Environmental Control Systems did not go through.  It is undisputed that appellants did not tender the money on or before December 17, 1999.

On December 23, appellants moved for restoration by the court of their right of first refusal, reasoning that the proposed sale to Environmental Control Systems was premised on delivery of clear title and that through December 17 the title remained encumbered by some 16 judgments of record that had not been satisfied.  Respondent asserted that the settlement agreement did not require satisfaction of the judgments by December 17, and the trial court denied appellants’ motion.



Application of a statute to the undisputed facts of a case involves a question of law, and the trial court’s decision is not binding on this court.  A.J. Chromy Constr.  Co. v. Commercial Mechanical Servs., Inc., 260 N.W.2d 579, 582 (Minn. 1977).  This court also owes no deference to the trial court in interpreting the settlement agreement.  “Where the intention of the parties can be determined wholly from the writing, the construction of the instrument is a question of law for the court to resolve.”  Wolfson v. City of St. Paul, 535 N.W.2d 384, 386 (Minn. App. 1995) (citation omitted), review denied (Minn. Sept. 28, 1995).

Minnesota law provides a right of first refusal in foreclosure cases when “[a] state or federal agency, limited partnership, or a corporation” seeks to sell or lease agricultural land acquired by enforcing a debt against the agricultural land or farm homestead.  Minn. Stat. § 500.245, subd. 1 (Supp. 1999).  Appellants argue that $150,000, without the satisfaction of judgments, was higher than the Environmental Control Systems price.  See id. (stating that the land must be offered “to the immediately preceding former owner at a price no higher than the highest price offered by a third party”).  Appellants disregard the effect of the October 1999 settlement agreement.  They do no attack the validity of the settlement agreement, suggest implications of the agreement other than what it expressly provides, or assert that there were additional verbal understandings not incorporated into the agreement.  The settlement agreement preserves a right of first refusal on express conditions and otherwise expressly waives that right.  By failing to tender $150,000 on December 17, appellants lost their right of first refusal.  There is no merit to the notion that appellants had a right independent of their settlement agreement.

Appellants also argue that the right of first refusal was resurrected because respondent, having failed to satisfy judgments by December 17, 1999, was not prepared to close the sale to Environmental Control Systems on that date.  The settlement agreement simply does not provide that the judgments were to be satisfied by December 17 or that the sale to Environmental Control Systems was to close on December 17.  In fact, as respondent suggests, the sale to Environmental Control Systems could not take place until after December 17, upon expiration of appellants’ right of first refusal.  Again, appellants do not attack the validity of the settlement agreement or the meaning of its provisions.

Appellants argue that they are entitled to an injunction against the closing of the sale to Environmental Control Systems and that the trial court erred in refusing to grant an injunction without findings on the governing factors.  Because the issues involved in this action are determined adversely to appellants on the merits, it is not necessary to discuss whether the trial court properly denied the injunction.  See St. Paul & Sioux City R.R. Co. v. Robinson, 40 Minn. 360, 368-69, 42 N.W. 79, 83 (1889).  Moreover, the trial court’s decision is lawful without additional findings because it is evident from the record that the court properly determined appellants were not entitled to relief.  See Roberson v. Roberson, 296 Minn. 476, 478, 206 N.W.2d 347, 348 (1973) (“[W]here the record is reasonably clear and the facts not seriously disputed, the judgment of the trial court can be upheld in the absence of trial court findings made pursuant to Rule 52.01 * * * .” (citations omitted)).