This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2000).







Wholesale Insulation Supply Co.,





Gretchen A. Larson,




Filed February 6, 2001


Anderson, Judge


Dakota County District Court

File No. C2989309


Mark A. Olson, Olson Law Office, 2605 East Cliff Road, Burnsville, MN  55337 (for respondent)


Jerry Korba, Korba Law Office, P.A., 3989 Central Avenue Northeast, Suite 600, Columbia Heights, MN  55421 (for appellant)


            Considered and decided by Anderson, Presiding Judge, Klaphake, Judge, and Harten, Judge.




U N P U B L I S H E D   O P I N I O N


            Respondent commenced a collection action against appellant.  Appellant contests the district court’s grant of summary judgment to respondent, arguing that the district court erred in precluding, by application of collateral estoppel, litigation of factual issues that arose in an earlier bankruptcy proceeding.  Because the required elements of collateral estoppel have not been satisfied, we reverse.                


            In 1991, appellant Gretchen Larson and her husband Carl Larson purchased a lake-front vacation property.  Respondent Wholesale Insulation Supply Co. is a Minnesota corporation and Carl (d/b/a Carl Larson Insulation) was one of their customers.  From July 1992 through May 1995, Carl purchased insulation on credit from respondent.  By early 1995, Carl owed respondents approximately $40,000.  In April 1995, Carl and appellant assigned their interest in their lake property to appellant’s mother, Cecelia Overkamp, by quitclaim deed.  Carl and appellant continued to use the property as a vacation spot.

            In May 1995, respondent ceased extending credit to Carl.  Shortly thereafter, Carl dissolved his business and disposed of company assets without recognizing respondent as a creditor.  In October 1996, respondent successfully sought a judgment against Carl for $53,752.32 and attorney fees.  In February 1997, Overkamp assigned the original contract for deed to the lake property back to appellant and conveyed her interest in the property to appellant by quitclaim deed, both to the exclusion of Carl.  

            In September 1998, respondent brought an action against appellant for the amount owed by Carl.  Respondent also alleged fraudulent transfer of the lake property and requested a restraining order enjoining sale of the lake property.  This litigation was stayed when, in August 1999, Carl filed for Chapter 13 bankruptcy protection.  By order dated March 6, 2000, the bankruptcy court dismissed Carl’s petition because (1) a bankruptcy trustee could reasonably be expected to set aside the transfer of the lake property as fraudulent; (2) setting aside the transfer of the property would increase the recovery for unsecured creditors above the amounts assigned in the proposed Chapter 13 bankruptcy plan; and (3) Carl did not file his bankruptcy petition and plan in good faith.  

            On March 28, 2000, respondent moved for summary judgment.  Respondent argued entitlement to judgment as a matter of law because collateral estoppel allowed the district court to recognize that the property transfer was fraudulent based on the bankruptcy court’s findings of fact.  Appellant countered that collateral estoppel was not appropriate because the bankruptcy court did not make a final determination on the issue of fraudulent transfer.  Appellant also contended that if the court ordered a sale of the property, she was entitled to protection as a good-faith purchaser under Minn. Stat. § 518.48 (2000), and offered evidence tending to show she gave consideration for the lake property.

            The district court concluded that collateral estoppel operated to bar further litigation of the fraudulent transfer issue and, based on the bankruptcy court’s findings of fact, that appellant was not entitled to protection as a good-faith purchaser.  The district court ordered the lake property sold to satisfy respondent’s October 1996 judgment entered against Carl.

            Appellant challenges that ruling, contending (1) collateral estoppel did not bar further trial on the issue of fraudulent transfer; (2) she was a protected good-faith purchaser pursuant to Minn. Stat. § 518.48; and (3) the district court failed to recognize her interest in the lake property.



            Appellant first argues that the district court erred by granting respondent summary judgment on the basis that collateral estoppel barred her from litigating the issue of fraudulent transfer. 

Summary judgment is appropriate where 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 either party is entitled to judgment as a matter of law. 


W.J.L. v. Bugge, 573 N.W.2d 677, 680 (Minn. 1998) (quoting Minn. R. Civ. P. 56.03).  On appeal from summary judgment, we ask two questions: (1) whether there are any genuine issues of material fact and (2) whether the district court erred in its application of the law.  State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990).  We view the evidence in the light most favorable to the party appealing the judgment.  Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993).

            Whether res judicata applies is a question of law that we review de novo. Hennepin County v. Hanneman, 472 N.W.2d 149, 152 (Minn. App. 1991), review denied (Minn. Aug. 29, 1991).  Collateral estoppel, or issue preclusion, is one of two forms of res judicata.  Hauser v. Mealey, 263 N.W.2d 803, 806 (Minn. 1978).  “Collateral estoppel provides that a legal question or fact issue that has been determined by a court of competent jurisdiction cannot be relitigated in a subsequent action between the same parties or their privies.”  Reil v. Benjamin, 584 N.W.2d 442, 444 (Minn. App. 1998), review denied (Minn. Nov. 17, 1998).

             Collateral estoppel is appropriate where (1) the issue is identical to one in a prior adjudication; (2) there was a final judgment on the merits; (3) the estopped party is a party or in privity with a party to the prior adjudication; and (4) the estopped party was given a full and fair opportunity to be heard on the adjudicated issue.  Ellis v. Minneapolis Comm’n on Civil Rights, 319 N.W.2d 702, 704 (Minn. 1982).  In deciding whether to apply collateral estoppel, courts are to focus on whether the application would work an injustice on the party to be estopped.  Johnson v. Consolidated Freightways, Inc., 420 N.W.2d 608, 613-14 (Minn. 1988).

            Appellant concedes that she was in privity with her husband Carl for bankruptcy purposes, and that she had a full and fair opportunity to be heard on the issues adjudicated in the bankruptcy proceeding.  Appellant argues, however, that (1) the issue of fraudulent transfer, as litigated in the bankruptcy court, is not identical to the fraudulent transfer issue before the district court and (2) the bankruptcy court’s findings on fraudulent transfer were not necessary to the adjudication and did not constitute a final judgment on the merits.

A.  Identical Issue

            Appellant argues that the district court faced a different issue than that decided by the bankruptcy court.  One of the requirements for applying collateral estoppel is that the currently disputed issue must be identical to the issue in a prior adjudication.  Aufderhar v. Data Dispatch, Inc., 452 N.W.2d 648, 650 (Minn. 1990).  The precise question before the bankruptcy court was whether Carl’s proposed Chapter 13 bankruptcy plan met the “best interests of creditors” test and the “good faith” test.  See 11 U.S.C. § 1325(a)(3), (4) (1994) (establishing requirements for acceptable Chapter 13 bankruptcy plan).  The “best interests of creditors” test requires that the value of the property to be distributed under the plan to each unsecured creditor is not less than if the estate of the debtor were liquidated under Chapter 7 bankruptcy.  11 U.S.C. § 1325(a)(4).  In determining whether the value of the property meets the test, the bankruptcy court was required to consider the likelihood that a Chapter 7 bankruptcy trustee would recover fraudulently transferred assets.  In re Carter, 4 B.R. 692, 693 (Bankr. D. Colo.  1980). 

            The bankruptcy court considered the likelihood of recovering fraudulently transferred assets in light of Minnesota’s fraudulent transfer statute, which essentially provides that a transfer made with intent to defraud a creditor is fraudulent.  See Minn. Stat. § 513.44(a) (2000).  The statute includes a nonexclusive list of eleven factors, commonly known as the “badges of fraud,” to aid courts in determining whether a debtor acted with intent to defraud a creditor.  See Citizens State Bank v. Leth, 450 N.W.2d 923, 927 (Minn. App. 1990); Minn. Stat. § 513.44 (b) (2000).   

            Significantly, the bankruptcy court was not required to conclusively determine whether a fraudulent transfer had taken place.  Rather, it needed only to conclude that a Chapter 7 bankruptcy trustee could reasonably be expected to succeed in setting aside the transfer.  In re Carter, 4 B.R. at 693.  The bankruptcy court found seven statutory factors supported its conclusion that a Chapter 7 trustee could be reasonably expected to set aside the lake-property transfer as fraudulent.  Among them: (1) the transfer was made to Carl’s mother-in-law; (2) appellant and Carl continued to use the property after the transfer, including paying the contract for deed and other expenses; (3) the transfer took place at the same time Carl was threatened with suit by respondent; (4) there was no evidence that any consideration was paid for the transfers to and from Overkamp; and (5) the transfer occurred less than two months before Carl’s business failed. 

            The bankruptcy court made findings concerning the transfer to support its decision that the “best interests of creditors” test was not met, but expressly recognized that it need not conclude a fraudulent transfer took place.  The fact question of whether appellant and Carl fraudulently transferred the lake property was not resolved by the bankruptcy court.  Consequently, the “identical issue” requirement of collateral estoppel has not been satisfied.

            Respondent argues that the existence of similar factual issues warrants the application of collateral estoppel as to those factual issues where the same factual basis can support different legal conclusions.  See Graham v. Special Sch. Dist. No. 1,472 N.W.2d 114, 117-18 (Minn. 1991) (recognizing that factual determinations in an administrative proceeding may, by operation of collateral estoppel, support a different legal conclusion in a later action).  In this case, however, the bankruptcy court never finally resolved the factual issue of whether a fraudulent transfer had taken place, leaving the district court without a conclusive factual determination on which to base its independent legal conclusion. 

  B.  Essential to Judgment

            Appellant next claims the bankruptcy court’s factual findings concerning fraudulent transfer were not essential to that court’s judgment.  The doctrine of collateral estoppel applies only to issues that “were actually litigated and determined by, and essential to, a previous judgment * * * .”  Hauser, 263 N.W.2d at 806.  If the earlier judgment might have been based on one or more of several grounds, but does not expressly rely on any one of them, then none are conclusively established under the doctrine of collateral estoppel, since it is impossible for another court to tell which issue or issues were adjudged by the rendering court.  Id. at 808; see also In re Trust Created by Hill, 499 N.W.2d 475, 485 (Minn. App. 1993) (collateral estoppel inapplicable when issue not unequivocally decided), review denied (Minn. July 15, 1993).

            In addition to the best interests of creditors, the bankruptcy court also considered whether Carl filed his bankruptcy petition in good faith, and addressed “the ultimate question [of] whether the debtor is attempting to thwart his creditors or is making an honest attempt to repay them.”  The bankruptcy court found several factors weighed against Carl’s good faith, including (1) Carl “incurred this debt at a time when his business was clearly failing, and he had no apparent intent or ability to repay it,” and (2) Carl would not have needed bankruptcy relief but for the judgment of respondent.  In addition, the bankruptcy court observed that “the evidence strongly suggests that the Debtor transferred the lake property to Overkamp with the actual intent to hinder, delay, or defraud his creditors.”  The bankruptcy court further stated, “I find that the Debtor’s Chapter 13 plan was not proposed in good faith, and confirmation must be denied on that basis as well.” 

            There were two alternative bases for the dismissal: appellant’s proposed Chapter 13 bankruptcy plan “failed” the “best interests of creditors” test as well as the “good faith” test.  Although the lake property transfer was a key consideration in the bankruptcy court’s application of bothtests, the bankruptcy court may have reached the same conclusions based on other grounds, such as Carl’s intent when he assumed debt he could not repay.  We are compelled to conclude that the bankruptcy court’s findings concerning the property transfer were not essential to the judgment.  Accordingly, this element of collateral estoppel is not satisfied.

            We conclude that the “identical issue” and “essential to judgment” requirements of collateral estoppel were not satisfied, and hold that the district court erred by applying collateral estoppel, thus barring appellant’s litigation of the factual issue of whether Carl Larson and appellant fraudulently transferred the lake property.


            Appellant also argues that the district court erred by (1) concluding, based on the bankruptcy court’s factual findings, that she was not a good-faith purchaser within the meaning of Minn. Stat. § 513.48 (2000) and (2) failing to recognize bankruptcy court findings addressing her interest in the lake property.  Because we reverse the district court’s grant of summary judgment on the basis of erroneous application of collateral estoppel, we decline to reach these claims.