This opinion will be unpublished and

may not be cited except as provided by

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








Fybron USA, Inc.,





Allen Liefer, individually and

d/b/a Pretty Good Twine Company,




Filed July 31, 2001


Peterson, Judge


Hennepin County District Court

File No. CT98017749



Scott B. Lundquist, Jerold O. Nelson, 1012 Grain Exchange Building, 400 South Fourth Street, Minneapolis, MN  55415 (for respondent)


Lawrence H. Crosby, Jay Dennis Olson, Crosby & Associates, 630 Roseville Professional Center, 2233 Hamline Avenue North, St. Paul, MN  55113 (for appellant)



            Considered and decided by Toussaint, Chief Judge, Peterson, Judge, and Foley, Judge.*

U N P U B L I S H E D   O P I N I O N


            In this appeal from a judgment determining that appellant was liable for payment on goods respondent shipped to him, along with interest at 1.5% per month, appellant contends that (1) the interest rate was usurious; (2) respondent was precluded from raising the doctrine of accounts stated; (3) the release he signed did not preclude his counterclaim; and (4) Minnesota courts do not have personal jurisdiction over him.  We affirm.


            Respondent Fybron USA, Inc., is a wholesaler that sells polypropylene baler twine to distributors.  In 1996, when respondent was based in Texas, it began doing business with appellant Allen Liefer, a Kansas resident.  In 1996 and 1997, appellant’s customers began to complain about defective twine.  On February 9, 1998, appellant sent respondent a letter listing the expenses he had incurred settling his customers’ twine problems.  Respondent compensated appellant for these expenses by crediting his account for bad twine, shipping good twine to his customers, and crediting his account for additional twine.

            On May 27, 1998, appellant signed a release, which states:

                        Re:  Final payment on claims from 1996-1997.


                        Dear Mr. Liefer:


                                    Fybron (USA), Inc. agrees to ship 1120 single rolls of HBT 350/4000’ polypropylene baler twine as final compensation towards all product claims made during the 1996 and 1997 baling seasons.


                                    By signing and dating this form you accept the above shipment as final payment and release Fybron (USA), Inc. and its parent companies of all product claims and liability.


            Respondent moved its operations to Minnesota in 1998, and the twine that respondent sought payment for in this lawsuit was shipped from Minnesota.  Also in 1998, appellant drove to Winona, Minnesota, to drop off a load of defective twine with respondent’s agent and pick up good twine. The shipping invoices, admitted at trial, indicate that respondent charged past due accounts an interest rate of 1.5% per month.  The amount appellant owed for shipments in 1998 was $46,213.55.  Appellant does not dispute that he owed this amount, but he did not make payment because he wished to offset claims that arose from defective twine after he signed the release agreement.  Respondent sued to recover the payments for the 1998 shipments, and appellant counterclaimed to offset losses from the defective twine.

            The district court entered judgment in favor of respondent.  An amended judgment was later entered reflecting interest that had been incorrectly omitted.


            Findings of fact will not be set aside unless clearly erroneous and due regard is given to the opportunity of the district court to judge the credibility of the witnesses.  Minn. R. Civ. P. 52.01.  An appellate court is not bound by the district court’s determinations on issues of law.  Frost-Benco Elec. Ass’n v. Minnesota Pub. Utils. Comm’n, 358 N.W.2d 639, 642 (Minn. 1984).


            Appellant first contends that the credit rate respondent charged was usurious as a matter of law.  Construction of a usury statute is a question of law reviewed by the appellate courts de novo.  Peterson v. Gustafson, 584 N.W.2d 660, 662 (Minn. App. 1998), review denied (Minn. Nov. 17, 1998).

            “Usury is the taking or receiving of more interest or profit on a loan or forbearance than the law allows.”  Barton v. Moore, 558 N.W.2d 746, 750 (Minn. 1997).  Minnesota statutes set out the allowable interest rates for various types of transactions.  For agricultural and business loans less than $100,000, the allowable interest rate is 4½% over the discount rate for commercial paper.  Minn. Stat. § 334.011, subd. 1 (1998).  In contrast, a seller of goods, services, or both, may impose a finance charge of 1.5% per month on an account balance, provided that the transaction is an open-end credit sale.  Minn. Stat. § 334.16, subd. 1(a).

            Appellant argues that the interest rate was usurious under Minn. Stat. § 334.011, subd. 1.  But the transactions with respondent were open-end credit sales, for which an interest rate of 1.5% is authorized.  Minn. Stat. § 334.16, subd. 1(a); Peterson, 584 N.W.2d at 662 (discussing open-end credit plans).  The district court properly ruled the rate was not usurious.


            Respondent sued appellant for $46,598.55, the amount appellant owed for twine appellant purchased from respondent in 1998.  At the trial before the court, appellant argued that because respondent had failed to plead the doctrine of accounts stated, it could not present evidence on the issue.  The district court determined that although appellant had not explicitly used the phrase “doctrine of accounts stated,” appellant did make this pleading.

            The doctrine of accounts stated refers to an agreement by the parties as to the liability between the parties.  Meagher v. Kavli, 251 Minn. 477, 487, 88 N.W.2d 871, 879 (1958).  It constitutes “prima facie evidence as to the accuracy and correctness” of the balance due.  Erickson v. General United Life Ins. Co., 256 N.W.2d 255, 259 (Minn. 1977).  A party may successfully challenge it only with clear and convincing evidence of fraud or mistake.  Id. (citation omitted).  A plaintiff must specifically plead the doctrine to recover under the theory.  See Reese Design, Inc. v. I-94 Highway 61 Eastview Ctr. Partnership, 428 N.W.2d 441, 445 (Minn. App. 1988).  Respondent pleaded the amount due and appellant does not dispute that amount.  The district court did not err in its ruling.


            The next issue is whether the district court properly ruled that the release appellant signed barred his counterclaim for damages arising from the defective twine he purchased from respondent in 1996 and 1997.

            “A release or covenant not to sue is an agreement not to enforce an existing cause of action against the party to the agreement.”  Karnes v. Quality Pork Processors, 532 N.W.2d 560, 562 (Minn. 1995).  It is governed by the rules of contract construction.  Id.  Generally, an agreement to settle a dispute is deemed valid.  Sorensen v. Coast-to-Coast Stores (Cent. Org.), Inc., 353 N.W.2d 666, 669 (Minn. App. 1984), review denied (Minn. Nov. 7, 1984).  Such a release is a defense to an action on claims released.  Id. (citation omitted).

            Appellant argues that the settlement applied only to claims that had been made known to him when he signed the release.  He contends that he expected respondent to make good on other claims as they were presented or he would not have signed it.

            A court may consider a number of factors in determining a claimant’s intent to release claims.  Id.  First, the more complicated “or misleading the language the more weight a court will give to a claim of no intent.”  Id.  Next considered is the absence or presence of counsel.  Id.  Even if no counsel is present, if the language is simple and the plaintiff experienced, this factor will not necessarily contradict intent.  Id.  Other factors—fraud or misrepresentation, wrongful concealment of fact or other inequitable conduct, or duress—are not at issue here.  See id. at 670.

            Appellant signed an agreement providing that he released respondent “of all product claims and liability.”  The language was simple and there is no claim of fraud, misrepresentation, or other inequitable conduct.  The district court properly disallowed appellant’s claims connected with the defective twine shipped in 1996 and 1997.


            Appellant challenges personal jurisdiction.  Under Minnesota’s long-arm statute, Minnesota courts may exercise personal jurisdiction over a nonresident individual who “[t]ransacts any business within the state.”  Minn. Stat. § 543.19, subd. 1(b) (1998).  The plaintiff has the burden of showing that the defendant should be subject to Minnesota jurisdiction.  Hardrives, Inc. v. City of LaCrosse, 307 Minn. 290, 293, 240 N.W.2d 814, 816 (1976).  The nonresident defendant must have sufficient “minimum contacts” with the state forum to satisfy the due process requirements under the federal constitution.  Domtar, Inc. v. Niagara Fire Ins. Co., 533 N.W.2d 25, 29 (Minn. 1995) (citations omitted).  These contacts must be of such a quality that the state’s assertion of jurisdiction over the nonresident satisfies “traditional notions of fair play and substantial justice.”  International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154, 158 (1945) (citations & quotations omitted).  The defendant must have contacts within the state such that it may “reasonably anticipate being haled into court there.”  In re Minn. Asbestos Litig., 552 N.W.2d 242, 247 (Minn. 1996) (citing World-Wide Volkswagen Corp.  v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 559, 567 (1980)).

[C]onstitutional law distinguishes between “general” and “specific” personal jurisdiction cases.  In a general jurisdiction case, a defendant conducts so much business within a state that it becomes subject to the jurisdiction of that state’s courts for any purpose.  In a specific jurisdiction case, the defendant has few contacts with the forum state: in these cases involving truly minimal contact, the Due Process Clause requires that the case arise out of or be related to the contacts with the forum.


Valspar Corp. v. Lukken Color Corp., 495 N.W.2d 408, 411 (Minn. 1992) (citation omitted).

            This case requires an inquiry into whether the minimum contacts required for specific jurisdiction exist.  Minnesota courts apply a five-factor test to determine whether the minimum contacts required by due process exist.  Rostad v. On-Deck, Inc., 372 N.W.2d 717, 719 (Minn. 1985).  These are:

                                    (1)       The quantity of contacts with the forum state,

                                    (2)       The nature and quality of contacts,

                                    (3)       The source and connection of the cause of action with these contacts,

                                    (4)       The interest of the state providing a forum,

                        (5)       The convenience of the parties.


Id. at 719-20 (citation omitted).  The first three factors are the most significant.  Id. at 720 (citation omitted).

            Appellant contends that his single contact with the state was insufficient based on the nature and quality of the contact.  See S.B. Schmidt Paper Co. v. A to Z Paper Co. Inc., 452 N.W.2d 485, 488-89 (Minn. App. 1990) (holding insufficient contacts to meet due process requirements).  He argues that respondent was based in Texas when he first began dealing with the company, and the subsequent communications and his single trip to Minnesota arose out of those original purchases.  He asserts that the fact that he dropped off defective twine and picked up new twine in Minnesota has no relationship with the cause of action.

            But as the district court’s analysis indicates, the lawsuit is directly connected with the appellant’s Minnesota contacts and seeks payment for the twine appellant picked up in Minnesota after returning defective twine.  The district court properly analyzed the relevant factors to conclude that Minnesota has personal jurisdiction over appellant.


* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.