This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2002).
STATE OF MINNESOTA
IN COURT OF APPEALS
Blake Builders, Inc.,
Jacques Saltre, et al.,
Hennepin County District Court
File No. PD025035
Benjamin R. Skjold, Duckson - Carlson, LLC, 2100 Metropolitan Centre, 333 South Seventh Street, Minneapolis, MN 55402 (for appellant)
Richard W. Bale, Larson · King, LLP, 2800 Minnesota World Trade Center, 30 East Seventh Street, St. Paul, MN 55101 (for respondents)
Considered and decided by Minge, Presiding Judge, Kalitowski, Judge, and Poritsky, Judge.*
U N P U B L I S H E D O P I N I O N
Appellant challenges the district court’s refusal to compel arbitration in this real estate dispute, arguing that (1) the district court erred in determining the arbitration agreement was void because it was not signed by all the parties specified in the agreement; and (2) whether the parties’ disputes are within the scope of the arbitration clause is at least reasonably debatable. We affirm.
D E C I S I O N
Appellant contends that the arbitration agreement is enforceable because it expresses the intent of the parties to arbitrate their claims, and therefore, it is irrelevant that nonparties to this litigation did not sign the agreement. We disagree.
Principles of contract law apply to arbitration agreements. Lucas v. American Family Mut. Ins. Co., 403 N.W.2d 646, 648 (Minn. 1987). Moreover, the construction and effect of a contract are questions of law unless the contract is ambiguous. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979).
Here, the arbitration agreement states that it is “enforceable only if it is signed by all buyers, sellers, listing and selling brokers/agents.” Because the agreement’s language regarding enforceability is unambiguous, we review the district court’s construction and application of the agreement de novo as a question of law. Wolfson v. City of St. Paul, 535 N.W.2d 384, 386 (Minn. App. 1995), review denied (Minn. Sept. 28, 1995).
The district court concluded that the agreement was unenforceable, citing the clause requiring the realtors to also sign the agreement and noting that the realtors did not sign it. Appellant argues that we should disregard the plain language of the agreement because the realtors who failed to sign it are not parties to this litigation. Appellant contends that the agreement should be construed to effectuate the intent of the parties to this litigation. Turner, 276 N.W.2d at 66 (“fundamental approach to construing contracts is to allow the intent of the parties to prevail”). But the Turner court also stated that the “language found in a contract is to be given its plain and ordinary meaning.” Id. at 67. According to the plain meaning of the agreement, the arbitration addendum specifically requires that it be fully executed by all named parties before it can be enforced against any single party. Additionally, the only evidence of the parties’ intent is the agreement itself, and the agreement clearly requires the signatures of the realtors for it to be enforceable.
Appellant also argues that another clause in the agreement “contemplates more limited litigation” where only the parties who signed the agreement are involved in the dispute. The clause reads, “Any dispute between the undersigned parties, or any of them * * * shall be settled by binding arbitration.” But, “a contract must be interpreted in a way that gives all of its provisions meaning.” Current Tech. Concepts, Inc. v. Irie Enters., Inc., 530 N.W.2d 539, 543 (Minn. 1995). Moreover, in interpreting a contract, it is a cardinal rule of construction that “the parties intended the language used by them to have some effect,” and a reviewing court must, therefore, avoid any interpretation that would “render a provision meaningless.” Indep. Sch. Dist. No. 877 v. Loberg Plumbing & Heating, Co., 266 Minn. 426, 436, 123 N.W.2d 793, 799-800 (1963) (citation omitted).
Here, if we accept appellant’s argument that the agreement is binding on the parties who signed it, the enforceability provision requiring the realtors to also sign the agreement becomes meaningless. Thus, to give meaning to all of the provisions, we conclude that the district court properly determined the arbitration agreement is unenforceable because it was not “signed by all buyers, sellers, listing and selling brokers/agents.”
Because we determine that the arbitration agreement is unenforceable, we do not reach appellant’s argument regarding the arbitrability of specific claims.
* Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.