This opinion will be unpublished and

may not be cited except as provided by

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







In the Matter of Condemnation

by the City of East Grand Forks,

Minnesota, of Certain Real Property

Situated in the City of East Grand Forks,

Minnesota, for Redevelopment Purposes.

(Clyde Morris and Sally Morris)



Filed March 6, 2001

Reversed; motion denied

Amundson, Judge


Polk County District Court
File No. CX-99-594



Robert J. Schaefer, 501 Main Avenue, Moorhead, MN 56560 (for appellant)


Karl Lindquist, East Grand Forks City Attorney, P.O. Box 373, East Grand Forks, MN 56721 (for respondent)


            Considered and decided by Halbrooks, Presiding Judge, Schumacher, Judge, and Amundson, Judge.

U N P U B L I S H E D  O P I N I O N




Appellants received a loan from respondent city to rehabilitate property damaged in a flood.  By its own terms, the loan was to be fully forgiven if appellants complied with various conditions, but would be payable if the property was voluntarily or involuntarily transferred during the life of the loan.  During that very period, the city condemned the property.  Appellants disputed their obligation to repay the loan and the district court ordered repayment.  On appeal, appellants argue (a) the district court incorrectly ruled that the word “involuntary” in the loan agreement was not ambiguous; and (b) the city breached the loan agreement by condemning the property.  We reverse.


In 1997, appellants Clyde and Sally Morris (the Morrises) received a loan from respondent City of East Grand Forks (the city) to repair their flood-damaged property in the city.  The loan was made as part of a city program to assist property owners in the rehabilitation and repair of homes or residential rental properties damaged by the flood. The loan provided that it would be forgiven after five years if certain conditions were met.  One such condition required full repayment

[i]f the real estate hereinafter described is sold, transferred, or otherwise conveyed, voluntarily or involuntarily, either while the borrower is living or by reason of the death of the borrower.


On April 7, 1999, the city commenced condemnation proceedings on the Morrises’ property, seeking to institute an economic redevelopment plan that would convert the property from residential rental property to retail and recreational property.

As a result of the condemnation action, the district court, on January 26, 2000, ordered the Morrises to repay the loan in the amount of $8,502 to the city. The Morrises appealed, and on April 18, 2000, the court of appeals dismissed the appeal as premature.  On July 6, 2000, the district court issued findings of fact, conclusions of law, and again ordered repayment of the flood rehabilitation loan to the city.  This appeal followed.



The Morrises contend that the use of the phrase “or involuntarily” in the flood rehabilitation loan agreement is ambiguous. 

            Unless an ambiguity exists, contract interpretation is a question of law, subject to de novo review.  Stowell v. Cloquet Co-op Credit Union, 557 N.W.2d 567, 571 (Minn. 1997).  A contract is ambiguous if it is reasonably susceptible to more than one interpretation.  Brookfield Trade Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390, 394 (Minn. 1998) (citation omitted).

The Morrises argue that the contract’s reference to an involuntary conveyance of the property carries with it a requirement that the involuntary conveyance be a result of some action or inaction on their part.  We disagree. When interpreting a contract, we afford the language used therein its “plain and ordinary meaning.” Id. The plain and ordinary meaning of the term “involuntarily” contemplates that the property would be conveyed against, or at the very least, without the will of the Morrises.  See Black’s Law Dictionary 833 (7th Ed. 1999) (defining “involuntary” as “[n]ot resulting from a free and unrestrained choice; not subject to control by the will”);see also American Heritage Dictionary 950 (3d ed. 1992) (“involuntary” defined as “[a]cting or done without or against one’s will.”). 

The plain meaning of the term “involuntarily” encompasses situations where the property is conveyed despite any performance, or lack of required performance, by the Morrises.  That is precisely what happened here.   This conveyance was beyond their choosing.  The will of the Morrises was overborne by that of the city.  

Because the language of the contract is unambiguous, the intent of the parties must be determined solely from the contract's written content.  Williams v. Harris, 518 N.W.2d 864, 867 (Minn. App. 1994), review denied (Minn. Sept. 28, 1994).  A party cannot alter the unequivocal language of a contract with speculation regarding an unexpressed intent of the parties.  Metropolitan Sports Facilities Comm’n v. General Mills, Inc., 470 N.W.2d 118, 123 (Minn. 1991) (citation omitted).  Here, the language of the contract is clear and unambiguous; a conveyance such as the one in this case was clearly covered by the contract.

II.  Breach of Contract

            The Morrises contend that the city breached the loan contract by initiating condemnation proceedings, which rendered the Morrises ability to perform their obligation under the contract impossible.  We agree.

            The city argues that the Morrises did not raise the matter below and requests that this court dismiss the breach-of-contract issue because we generally do not consider matters neither presented to nor considered by the district court.   See Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) (noting that a reviewing court usually only considers those issues presented and considered by the trial court).  But, this court may decide an issue not determined by the district court.  Under Minn. R. Civ. App. P. 103.04, this court has discretion to address any issue as the interest of justice may require.  Additionally, as long as there is no novel or questionable law, it is an appellate court’s obligation to decide cases according to the law and “that responsibility is not to be diluted by counsel’s oversights, lack of research, failure to specify issues or to cite relevant authorities.”  State v. Hannuksela, 452 N.W.2d 668, 673 n. 7 (Minn. 1990) (quotation omitted); see also Greenbush State Bank v. Stephens, 463 N.W.2d 303, 306 n. 1 (Minn. App. 1990), review denied (Minn. Feb. 4, 1991) (applying doctrine in civil case).  This court may decide an issue not determined by the district court

where that question is decisive of the entire controversy and where there is no possible advantage to either party in not having a prior ruling on the question.


Harms v. Independent Sch. Dist. No. 300, 450 N.W.2d 571, 577 (Minn. 1990) (citations omitted).  When the facts are undisputed, no party is disadvantaged. Id. Because the breach-of-contract issue is decisive of the entire controversy and the facts are undisputed, we deny the city’s motion to dismiss.

If the right of a party to some benefit is conditioned upon rendering some service or performance, is it not a breach for the other party to act in such a way as to preclude such performance?  “[E]very contract contains an implied condition that each party will not unjustifiably hinder the other from performing.”  Zobel & Dahl Const. v. Crotty, 356 N.W.2d 42, 45 (Minn. 1984) (citation omitted).  Thus, contract performance is generally excused when it is hindered or rendered impossible by the other party.  Id.  

In Zobel, the Supreme Court found a breach of contract for an owner’s failure to allow a contractor to complete work agreed upon.  Id.  Similarly, the city failed to allow the Morrises to complete the terms of the contract.  By condemning the property before the loan had matured, the city rendered performance by the Morrises impossible.

The Morrises contracted with the city to have the opportunity to avail themselves of the contract’s forgiveness provision.  After the flood damaged their home, the Morrises could have sold their property, abandoned it, or razed it, possibly removing it from the tax rolls of the city.  Instead they undertook to convert their residence into rental property.  The city invited this response and supported the work by a contract that provided them the opportunity to have the loan obligation fully forgiven.

            The city argues that the Morrises will be unjustly enriched if they are relieved from their obligation to repay the loan.  We disagree.   Had the five- year time period lapsed and the Morrises completed their obligations under the contract, they would have obtained the benefit of their bargain and the loan amount would have been forgiven.  In a breach of contract action, the damage award is intended to put the non-breaching party in the position they would have been in had the contract been performed.  Johnson v. Garages, Etc., Inc., 367 N.W.2d 85, 86 (Minn. App. 1985).  The Morrises are excused from repaying the loan and the decision of the district court is reversed.

Reversed; motion denied.