This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2004).
IN COURT OF APPEALS
Robert L. Perry,
Filed July 12, 2005
Wright County District Court
File No. C7-03-2636
Eric J. Magnuson, Peter Gray,
Rider Bennett, LLP,
John G. Patterson, Martin D. Kappenman, Moore, Costello & Hart, PLLP, 55 East Fifth Street, Suite 1400, St. Paul, MN 55101-1792 (for respondent Ned Butterfield)
James L. Berg, 1059 Stoughton Avenue, P.O. Box 85, Chaska, MN 55318 (for respondent Lorna Butterfield)
Considered and decided by Klaphake, Presiding Judge; Shumaker, Judge; and Poritsky, Judge.
U N P U B L I S H E D O P I N I O N
Appellant and one of the respondents signed a purchase agreement to sell real property to appellant. The sale was never completed. Appellant challenges the district court’s order dismissing appellant’s complaint for breach of contract. Because the district court did not err by determining that there was not a valid contract to sell the property, we affirm.
Lorna and Ned Butterfield each, as joint tenants, own an undivided one-half
interest in certain real property in
under date of August 28, 2001, Ned had signed a statutory short form power of
attorney, designating Lorna as his attorney in fact and designating his and
Lorna’s daughter Terry Clark as his successor attorney in fact. But in 1995, the legislature had amended the
statutory short form power of attorney, effective January 1, 1996. 1995
power of attorney signed by Ned did contain various provisions that were
consistent with the then-current statutory language, specifically a grant of all
of the powers listed on the form, which included the power necessary for
real-property transactions. The form
also contained a provision that limited the powers concerning real property to
two tracts, one in
April 2002, Perry; Lorna; and Clark, as attorney in fact for Ned; signed a
purchase agreement for the sale of the property in
second purchase agreement was signed by Lorna and Perry on May 13, 2002. The purchase agreement mentioned the property
testified that she believed Ned would sign the purchase agreement later. When asked if her signature was
“representative of [Ned] on that second purchase agreement” she replied, “I had
no idea. I have no idea. I just knew I wanted to sell it, and I signed
the document.” Perry testified that he
was told that
The closing in June was delayed because of title problems, and it was rescheduled for September 16, 2002. In June 2002, Ned revoked the power of attorney. At the scheduled September closing, both Lorna and Perry were prepared to move forward. But Ned did not appear, and the closing did not occur. Ned did not want to sell, and the closing was not rescheduled.
Perry asserts that he had begun acting as the owner of the property. For example, in June 2002, he applied for rezoning of the property, and he claims that Lorna signed the application for him. Lorna also forwarded to Perry a notice from the Department of Agriculture, dated July 2002, “for future reference.” And in September 2002, Perry received money from two people for permitting them to use the property for hunting. Ned, however, did nothing affirmative to support Perry’s ownership of the property.
Perry filed a complaint against the Butterfields, alleging breach of contract and seeking specific performance or damages. The district court determined (1) that the power of attorney was invalid as a statutory short form power of attorney; (2) that it was also not a common-law power of attorney, and that it failed to authorize Lorna to represent Ned in real-property transactions; (3) that Lorna did not sign the purchase agreement on behalf of Ned and did not intend to do so; (4) that the Butterfields’ actions did not ratify the purchase agreement; and (5) that Lorna did not contract with Perry to sell him her one-half undivided interest in the property. It dismissed Perry’s complaint with prejudice. This appeal follows.
D E C I S I O N
review questions of law de novo. Alpha Real Estate Co. v. Delta Dental Plan,664 N.W.2d 303, 311 (
argues that the district court erred when it concluded that the power of attorney
signed by Ned was not a valid statutory short form power of attorney. “To constitute a ‘statutory short form power
of attorney,’ as this phrase is used in this chapter the wording and content of
the form in subdivision 1 must be duplicated exactly and with no modifications
. . . .”
Statutory construction is a question of law, which this court
reviews de novo.
language of section 523.23, subd. 3 unambiguously requires the words and contents
of the form in subdivision 1 to be duplicated exactly with no
modifications. Ned’s statutory short form
power of attorney contains the language, “Note:
A person may not grant powers relating to real property transactions in
The district court also concluded
that the August 28, 2001 document was not a common-law power of attorney and
that Perry failed to sustain his burden to prove that Ned intended to authorize
Lorna to act as his attorney in fact in real estate transactions. We disagree. A power of attorney that does not satisfy
the requirements of subdivision 3, and thus does not qualify as a statutory short
form power of attorney, may nonetheless qualify as a common-law power of
Here, with respect to this issue, there is a conflict between various terms within the power of attorney itself. Printed on the statutory short form is the note referred to above, which purports to bar a person from granting his or her spouse the power to sell the principal’s interest in real estate. But also in the statutory short form is a provision, checked by Ned, which purported to grant Lorna the power to sell the real property involved in this case. And attached, and clearly added for this particular power, are the legal descriptions of the same property. When there is a conflict between a printed provision in a contract and a provision added by the parties for the particular contract, the provision added by the parties prevails. Osgood v. Medical, Inc.,415 N.W.2d 896, 901 (Minn. App. 1987), review denied (Minn. Feb. 12, 1988). Pursuant to this rule, it is our conclusion that (1) Ned intended to grant Lorna the authority to sell the property at issue, and (2) the power of attorney is an effective common-law power of attorney designating Lorna as his attorney in fact.
Perry argues that the district court clearly erred by concluding that Lorna did not intend to bind, nor did she bind, Ned when she signed the May 13, 2002 purchase agreement. Determining Lorna’s intent is a question of fact, and this court will not disturb the district court’s determination unless it was clearly erroneous and unsupported by reasonable evidence. See Fletcher, 589 N.W.2d at 102.
Lorna testified that she did not know if she was signing the purchase agreement for Ned and that she believed that he would sign the purchase agreement at a later time. The fact that the Butterfields were having marital difficulties at the time Lorna signed the agreement would explain a lack of communication between them, which would further explain Lorna’s unfounded belief that Ned would sign the agreement, as well as any reluctance on her part to bind Ned. Lorna signed the purchase agreement in her name, and the purchase agreement does not indicate that she was also signing as attorney in fact for Ned. We conclude that reasonable evidence supports the district court’s determination that Lorna did not intend to bind Ned when she signed the May 2002 purchase agreement.
Further, we note that not only is Ned’s signature absent from the purchase agreement, but also that his name appears nowhere on it. A description of the parties is an essential element of a contract to purchase or sell real property. See Bouten v. Richard Miller Homes, Inc., 321 N.W.2d 895, 899 (Minn. 1982) (noting that an “adequate description of the parties” is necessary in order for a written contract to sell real property to satisfy the statute of frauds). Because Ned’s name is absent from the purchase agreement, the purchase agreement does not contain an adequate description of the parties, and it cannot bind Ned’s interest in the property regardless of whether Lorna intended to bind Ned when she signed it.
next argues that the Butterfields’ conduct ratified Lorna’s actions as attorney
in fact to convey Ned’s undivided property interest. “Ratification occurs when one having full
knowledge of all material facts confirms, approves or sanctions a previous act
done on behalf of the principal without authority.” Gresser
v. Hotzler, 604 N.W.2d 379, 385 (
Perry argues that the Butterfields’ conduct cannot be explained except by the fact that they both agreed to sell the property to him. But he points to no actions taken by Ned. Rather, he points to Lorna’s efforts to help him rezone the property and argues that Ned “stood by” while Lorna helped with these rezoning efforts. Perry also points to Lorna’s conduct in forwarding the Department of Agriculture’s notice to Perry and to the fact that hunters paid Perry to hunt on the property. The district court correctly determined that these actions were irrelevant. Lorna’s conduct does not prove that Ned ratified the purchase agreement. Moreover, Ned’s revocation of the power of attorney reflects an opposition to the alleged contract to sell the property. We conclude, therefore, that Perry did not sustain his burden of proving that Ned ratified the purchase agreement by unequivocal reference.
Perry argues, in the alternative, that the district court erred by concluding
that Lorna did not contract to sell him her one-half interest in the property. “Whether a contract exists is generally an
issue for the factfinder.” Gresser, 604 N.W.2d at 382. An enforceable contract requires a meeting of
the minds, which means that “the parties’ intent as to the fundamental terms of
the contract can be ascertained with reasonable certainty.” LaPanta
v. Heidelberger, 392 N.W.2d 254, 258 (
The district court concluded that no evidence showed a meeting of the minds “as to the selling price of Lorna Butterfield’s undivided one-half interest” in the property and that there was no contract regarding her interest. The purchase agreement does not mention a description of her one-half interest in the property or the consideration required for her one-half interest. We conclude that the district court did not err by determining that there was no contract to convey Lorna’s one-half interest in the property.
* Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.
 This check was not cashed and was eventually returned to Perry after it became clear that the property would not be sold to him.
 The language and content of subdivision 1 was the same in Minn. Stat. § 523.23 (2000), as it is in the 2004 statute.