This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2000).
STATE OF MINNESOTA
IN COURT OF APPEALS
TCF Financial Corporation,
a Delaware corporation,
Thomas E. Burke, et al.,
Bankmont Financial Corp.,
Joseph C. Lauro, et al.,
Harris Investors Direct, Inc.,
Filed January 16, 2001
Reversed and remanded
Hennepin County District Court
File No. CT9915855
Timothy D. Kelly, David M. Reizes, Kelly & Berens, P.A., 3720 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 (for appellant TCF)
Robert Gust, Dady & Garner, P.A., 4000 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 (for respondents Burke, et al.)
John C. Childs, Sonnenschein Nath & Rosenthal, 710 Pillsbury Center South, 220 South Sixth Street, Minneapolis, MN 55402; and
Christopher Q. King, Sonnenschein Nath & Rosenthal, 8000 Sears Tower, Chicago, IL 60606 (for respondents Lauro, et al.)
Considered and decided by Harten, Presiding Judge, Klaphake, Judge, and Anderson, Judge.
Appellant TCF Financial Corporation brought this action alleging tortious interference with contract, tortious interference with prospective business advantage, breach of contract, breach of duty of good faith and fair dealing, fraud, consumer fraud, and a promissory estoppel claim against respondents Thomas Burke and Richard Christensen (the proposed sellers); Arthur Anderson, L.L.P., and Joseph Lauro (their agents); and Bankmont Financial Corporation (the ultimate purchaser) for events that occurred while TCF negotiated to purchase Burke, Christensen & Lewis Securities, Inc. (BCL). The district court granted respondents’ motion to dismiss, concluding that a July 27, 1999 letter barred all of TCF’s claims.
On appeal, TCF contends that the district court improperly relied on material outside the pleadings, as well as drawing improper inferences from the material, to dismiss the action. We agree; the district court’s reliance on material outside the pleadings converted the motion to dismiss into a motion for summary judgment under Minn. R. Civ. P. 12.03. Because genuine issues of material fact exist, we reverse the district court’s grant of summary judgment to respondents and remand.
TCF contends on appeal that because the district court could not consider any extrinsic evidence on a motion to dismiss, this court should not consider the July 27, 1999 letter. See In re Hennepin County 1986 Recycling Bond Litig., 540 N.W.2d 494, 497 (Minn. 1995) (“Generally, the court may not consider extrinsic evidence on a motion to dismiss pursuant to Minn. R. Civ. P. 12.02(e).”). But when the court examines documents and evidence outside the pleadings, a motion to dismiss under rule 12.02 becomes one for summary judgment. Minn. R. Civ. P. 12.03; see also Black v. Snyder, 471 N.W.2d 715, 718 (Minn. App. 1991) (stating that where respondent submitted documentary evidence in connection with motion to dismiss, court’s failure to exclude materials converted motion into one for summary judgment), review denied (Minn. Aug. 29, 1991).
Respondents, however, assert that the July 27 letter was a “pertinent document” that was properly considered in the motion to dismiss. Caselaw allows the court to consider, on a motion to dismiss, contracts that are central to the dispute and are referred to in the complaint. See In re Hennepin County, 540 N.W.2d at 497 (“In deciding a motion to dismiss * * * the court may consider the entire written contract when the complaint refers to the contract and the contract is central to the claims alleged.”) (emphasis added). While the July 27 letter is pertinent to several of the disputed claims, it was not referred to in the complaint and is not central to all the issues in this dispute. Because the court considered matters outside the pleadings in granting the motion, we review the matter as a grant of summary judgment.
Summary judgment is appropriate where no genuine issues of material fact exist and either party is entitled to judgment as a matter of law. Minn. R. Civ. P. 56.03. On appeal, “we view the evidence in the light most favorable to the party against whom summary judgment was granted.” Lubbers v. Anderson, 539 N.W.2d 398, 401 (Minn. 1995) (citation omitted). “Any doubt as to whether issues of material fact exist is resolved in favor of the party against whom summary judgment was granted.” Id. (citation omitted).
Here, a genuine issue of material fact exists, because the July 27 letter, in conjunction with other items of evidence, is subject to competing inferences. The July 27 letter provided that the parties would negotiate exclusively until August 11, 1999, and that all future agreements must be in writing. But only TCF and BCL’s president signed this letter, while the signature blanks for Burke and Christensen were crossed out by BCL’s president. This letter, by reason of how and by whom it was signed, creates a fact question as to who was bound by its terms.
In addition, after August 11, 1999, Lauro continued to assure TCF that it was still negotiating exclusively with TCF. After these assurances, on August 23, Lauro left a voice mail message stating, “we’ve got a deal!” The parties then began drafting a final purchase agreement to be completed by September 21, 1999. An agent for TCF called BCL’s attorney on three different dates to confirm that the revised stock purchase agreement had been received and to schedule a signing of the agreement. These calls were never returned. On September 22, Burke and Christensen announced that they had sold their stock to Bankmont Financial Corporation.
Numerous fact questions remain, including: (1) whether anyone is bound by the July 27 letter; (2) if so, who is bound, and are the two principal sellers included; and (3) by the parties’ course of conduct, did the July 27 letter preclude any extensions on the exclusivity of negotiations. The district court thus erred by granting summary judgment on TCF’s claims. See Donnay v. Boulware, 275 Minn. 37, 45, 144 N.W.2d 711, 716 (1966) (summary judgment “should be employed only where it is perfectly clear that no issue of fact is involved, and that it is not desirable nor necessary to inquire into facts which might clarify the application of the law”). Because we are reversing and remanding the grant of summary judgment, we do not rule on the discovery issue regarding whether the district court abused its discretion in granting a protective order.
Reversed and remanded.