This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. ß 480A.08, subd. 3 (2002).






Noel Skelton,


James Hennen,
Richard C. Hennen, et al.,


Filed April 8, 2003

Affirmed in part, reversed in part, and remanded

Stoneburner, Judge


Hennepin County District Court

File No. CT016287


Kay Nord Hunt, Lommen, Nelson, Cole & Stageberg, P.A., 1800 IDS Center, 80 South 8thStreet, Minneapolis, MN 55402 (for appellant)


Michael L. Puklich, Neaton, Puklich & Klassen, Suite 620, 601 Carlson Parkway, Minnetonka, MN 55305 (for respondent James Hennen)


Richard C. Hennen, 3809 15th Avenue South, Minneapolis, MN 55407 (pro se respondent)


††††††††††† Considered and decided by Lansing, Presiding Judge, Klaphake, Judge, and Stoneburner, Judge.


U N P U B L I S H E D† O P I N I O N



Appellant Noel Skelton argues that he was entitled to summary judgment in his action for specific performance of a real estate contract.† In the alternative, Skelton argues that he was entitled to judgment notwithstanding the verdict or a new trial because the evidence does not support the verdict, the jury was not properly instructed, and the court erroneously admitted parol evidence.† We affirm the district courtís denial of Skeltonís motion for summary judgment.† But we conclude that Skelton is entitled to a new trial because the district court failed to instruct the jury on Skeltonís theory of the case.† Reversed and remanded.




Appellant Noel Skelton owns or has a share in several income-producing properties.† Respondent James Hennen owns an apartment building located at 5007 28th Avenue South in Minneapolis that Skelton wants to buy.† On December 6, 2000, the parties discussed sale of the building at Hennenís apartment in the building.† Skelton brought a purchase agreement form with him.† The parties dispute what occurred during this meeting.†

According to Hennen, Skelton told him that he needed Hennenís signature on a document that was merely ďan agreement to agreeĒ to show to the title company ďto get the ball rolling.Ē† According to Skelton, Hennen agreed to sell the building and knew that he was signing a purchase agreement.† Hennen signed the real estate purchase agreement calling for Skelton to pay Hennen $265,000 in cash for the building.

Skelton returned to Hennenís apartment later the same day and the parties discussed sale of the building pursuant to a contract for deed.† Hennen signed another purchase agreement.† This purchase agreement provided that Hennen would sell the apartment building on a contract for deed for $250,000, with a term of 25 years at 8% interest and a $100 earnest money payment, with a closing date of February 28, 2001.† Hennen testified that Skelton represented this document, as he had the first purchase agreement, was only an ďagreement to agree,Ē necessary for the title company.† Skelton testified that Hennen agreed to sell on these terms.† Skelton gave Hennen a check for $100, but Hennen never cashed the check.† Later, Hennen obtained letters from his tenants verifying that rentals were month-to-month with no damage deposits, and signed a ďFinancing Addendum Contract for DeedĒ on December 12, 2000.† Skelton did a walk-through inspection of the building on December 18, 2000.†

††††††††††† On February 21, 2001, Hennenís attorney wrote to Skeltonís attorney advising that Hennen would not close on the property because Hennen believed that the parties had merely agreed to agree, relying on Skeltonís representations about the documents Hennen signed.† The letter stated that Hennen has a reading disability.† A rescission agreement was enclosed with the letter.† Skelton did not sign the rescission agreement.† He sued for specific performance of the purchase agreement, or in the alternative, damages for breach of contract.† Hennen answered, asserting that he had informed Skelton that he could not read the documents and that Skelton fraudulently misrepresented the nature of the documents.† Hennen is a high school graduate who has completed two years of college.† He holds a contractorís license and for the past 30 years has been self-employed doing repairs and contracting work on residential property.† Hennen testified that he is unable to read well and sometimes seeks assistance in reading documents.

††††††††††† Skelton moved for summary judgment based on the signed purchase agreement and associated documents.† The district court denied summary judgment, concluding that material issues of fact existed as to whether the parties entered into a contract and its terms.† The case was tried to a jury.† The jury concluded that the parties had not entered into a contract for purchase of the building.† The district court denied Skeltonís motion for JNOV or a new trial.† Skelton appeals from denial of his motion for summary judgment and denial of his post-trial motions.



1.                  Summary Judgment

††††† On appeal from a summary judgment ruling, this court must consider whether there are any material issues of fact and whether the district court erred in its application of the law.† State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990).†

A motion for summary judgment shall be granted when the pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any, show that there is no genuine issue of material fact and that either party is entitled to a judgment as a matter of law.†


Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993).† A material fact is a fact that will affect the result or outcome of the case depending on its resolution.† Zappa v. Fahey, 310 Minn. 555, 556, 245 N.W.2d 258, 259-60 (1976).†

††††† A contract requires an offer, acceptance, and consideration.† Cederstrand v. Lutheran Bhd., 263 Minn. 520, 117 N.W.2d 213, 219-21 (1962).† There must also be a meeting of the minds of both parties on the terms of the contract.† Johnson v. Freid, 181 Minn. 316, 320-21, 232 N.W. 519, 521 (Minn. 1930).

††††† Skelton argues that there were no material fact issues and that a contract was unquestionably formed.† Skeltonís argument that he was entitled to summary judgment rests on his assertion that, at the time the motion for summary judgment was heard, Hennen failed to produce any evidence that he had told Skelton that he had a learning disability and could not read the documents or that for any reason he could not understand what he was signing.† Skelton relies on cases holding that even when there is no meeting of minds, when a contract signed by parties is not read or understood, the parties are nonetheless bound when one party has no reason to know that the other did not read or understand the contract.† See e.g. State Bank of Hamburg v. Stoeckmann, 417 N.W.2d 113, 118 (Minn. App. 1987), review denied (Minn. Feb. 17, 1988).

Hennen opposed summary judgment based on his deposition testimony that Skelton represented the purchase agreements as merely ďagreements to agree,Ē to show the title company.† Hennen testified that he did not look at the documents before signing and that despite numerous requests, Skelton never gave him copies of the documents.† He argued that there was no meeting of the minds because he relied on Skeltonís† misrepresentations about the meaning of the documents.† Hennen argued that parol evidence is admissible to show fraudulent representations by one party that induced another to enter into a written contract.† Fronning v. Blume, 429 N.W.2d 310, 313 (Minn. App. 1980), review denied (Minn. Nov. 30, 1988).† Hennen argued that even though a written instrument by its terms states one thing, the underlying facts might prove that the parties intended another.† Hamilton v. Boyce, 234 Minn. 290, 292, 48 N.W.2d 172, 174 (Minn. 1951) (holding that even though a written instrument by its terms is a partnership agreement, evidence tended to prove that it was drawn up and signed for a purpose other than to create a partnership).† Hennen relied on circumstantial evidence showing that Skelton did not perform any of the activities that Hennen asserted a buyer would be expected to perform before signing a purchase agreement, (such as an inspection, appraisal or examination of income statements) to argue that neither party intended to enter into a binding purchase agreement on December 6.†

We conclude that Hennenís evidence, though minimal, was sufficient to raise a genuine issue of material fact and to preclude summary judgment for Skelton on the issue of whether a contract was formed.

2.†††††††† Motion for new trial

††††††††††† When this court reviews the denial of a motion for a new trial, we will not disturb the decision absent a clear abuse of discretion.† Halla Nursery, Inc. v. Baumann-Furrie & Co., 454 N.W.2d 905, 910 (Minn. 1990).†

††††††††††† Skelton argues that the fundamental problem in this case is that the jury instructions do not properly reflect Minnesota law.† District courts are allowed considerable latitude in selecting the language in jury instructions.† Alholm v. Wilt, 394 N.W.2d 488, 490 (Minn. 1986).† We will not reverse a district courtís decision on jury instructions unless the instructions constituted an abuse of discretion.† Id.† If a proper request has been made,

a party is entitled to a specific instruction on his theory of the case if there is evidence to support the instruction and it is in accordance with the applicable law.


Cornfeldt v. Tongen, 262 N.W.2d 684, 698 (Minn. 1977) (citations omitted).† Where instructions fairly and correctly state the applicable law, an appellate court will not grant a new trial.† Alevizos v. Metro. Airports Commín, 452 N.W.2d 492, 501 (Minn. App. 1990), review denied (Minn. May 11, 1990).

††††††††††† All that is required in the way of instructions is that the charge as a whole convey to the jury a clear and correct understanding of the law of the case.† The charge should not assume the existence of facts in controversy, or lay too much emphasis on particular facts or the testimony of particular witnesses.


Barnes v. Northwest Airlines, Inc., 233 Minn. 410, 421, 47 N.W.2d 180, 187 (1951).

††††††††††† In this case, the district court, over Skeltonís objection, rejected the following jury instructions proposed by Skelton:

††††††††††† Reliance upon an oral representation is unjustified if a written contract provision plainly contradicts the claimed oral representation.


††††††††††† Only factual assertions can form the basis for a fraud claim.† Legal assertions are not susceptible of a fraud or misrepresentation claim.


††††††††††† A contract is voidable if a partyís assent is induced by either a fraudulent or a material misrepresentation by the other party, and is an assertion on which the recipient is justified in relying.


††††††††††† In the interest of preserving reasonable stability in commercial transactions, written contracts are not set aside because one of the parties claims to have been ignorant of or misunderstood the provisions of the contract.

††††††††††† A contract is not set aside on grounds of fraudulent inducement based on the fact that a party had not read the document, where that party through life experiences should have understood the contract had he read it.


††††††††††† A party has a duty to ascertain what the provisions of an instrument are before signing it.


††††††††††† A party cannot escape being bound by a contract by claiming he did not read it.


††††††††††† One party to a commercial transaction has no duty to disclose material facts to the other.


The parties agree that the proposed instructions correctly state Minnesota law.† The district court denied Skeltonís request for the instructions, stating that an instruction regarding a partyís duty to read a document before signing would be inappropriate given Hennenís testimony that he told Skelton that he could not read the document before he signed it.† But there was evidence that Hennen could read, and evidence that Hennen did not tell Skelton that he could not read, or in any other way indicate to Skelton that he could not understand the purchase agreement.† These issues were for the jury to determine.† Because there was evidence to support Skeltonís theory of the case, and he properly requested appropriate jury instructions to support his theory of the case, we hold that Skelton was entitled to have the jury instructed on his theory of the case.† We further conclude that the charge given was inadequate because it failed to place the issue of Hennenís responsibility in its proper perspective.† The district court erred by failing to give at least the substance of the requested instructions, and abused it discretion by denying Skeltonís motion for a new trial.† Based on the inadequacy of the jury instructions, we reverse and remand for a new trial.

3.†††††††† JNOV

††††† Because we are reversing for a new trial based on the inadequacy of the jury instructions, we do not reach the issue of JNOV.

††††††††††† Affirmed in part, reversed in part, and remanded.



††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† Dated:† April 2, 2003