This opinion will be unpublished and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
Richard G. Heid, et al., intervenors,
Ramsey County District Court
File No. C8-05-4297
Michael A. Hatch, State Attorney General, Kenneth E. Raschke, Jr., Assistant Attorney General, 445 Minnesota Street, Suite 1800, St. Paul, Minnesota 55101 (for appellant);
Christopher M. Hood, Flaherty & Hood, 525 Park Street, Suite 470, St. Paul, Minnesota 55103 (for respondent City of Waite Park); and
Jeffrey J. Harrington, Leonard, Street
& Deinard, P.A.,
Susan L. Naughton, League of Minnesota
Considered and decided by Randall, Presiding Judge, Willis, Judge, and Parker, Judge.*
U N P U B L I S H E D O P I N I O N
This is an appeal from the grant of respondent-city’s petition for mandamus to compel appellant Minnesota Office of Administrative Hearings (OAH) to allow annexation of certain land. OAH argues (a) that a mandamus action is not the appropriate mechanism to resolve the annexation dispute between it and respondent-city; (b) mandamus is inappropriate because OAH has no duty to order annexation based solely upon respondent-city’s petition for annexation; (c) the record does not support intervenors’ assertion that they suffered a public wrong; (d) respondent-city has an adequate non-mandamus remedy; (e) the record does not support respondent-city’s claim for a summary annexation. We affirm.
In May 2001, respondent City of Waite Park (City) and the Township of St. Joseph (Township) approved and adopted a joint resolution for orderly annexation pursuant to Minn. Stat. § 414.0325. The joint resolution provided the terms and conditions under which the City could annex land within the Township.
In July 2001, the Municipal Boundary Adjustments Office (MBAO) acknowledged receipt of the joint resolution.
In December 2004, respondents Richard Heid and Robert Herges (Heid and Herges) petitioned the City Council of Waite Park (City Council) for the annexation of approximately 136 acres of their unincorporated property (the property) to the City. Heid and Herges sought annexation for residential development and a connection to the City’s sewer and water services. The property was designated as in need of orderly annexation under the joint resolution.
The property is owned in fee by Regional Land & Holding, LLC, which in turn is owned 100% (in equal shares) by Heid and Herges. Because 100 percent of the property owners petitioned for annexation, paragraph 7B of the joint resolution provided that at its next regular council meeting, the City Council would review Heid and Herges’s petition for annexation.
At their next meeting in January 2005, the City Council reviewed Heid and Herges’s petition and approved the annexation through a resolution for orderly annexation (ROA). Pursuant to Minn. Stat. § 414.0325, subd. 1(d)(1), the City submitted the ROA to OAH.
In February 2005, OAH ordered a hearing on the ROA to be held in March 2005. OAH reasoned that Minn. Stat. § 414 required that it hold a hearing so it could consider certain specified factors before making a finding on the proposed boundary adjustment. A hearing was held but was continued to an indefinite date.
Soon after the meeting, the City submitted a letter to OAH requesting that it reconsider its order for the hearing in progress and, instead, just order the annexation. The City reasoned that OAH was obligated to order the annexation pursuant to Minn. Stat. § 414.0325 and the joint resolution.
Minn. Stat. § 414.0325, subd. 1(d), states that an annexation may be initiated by “submitting to the director a resolution of any signatory to [a] joint resolution” or the “director.” Subdivision 1(f) states that “[i]f a joint resolution designates an area as in need of orderly annexation and states that no alteration of its stated boundaries is appropriate, the director may review and comment, but may not alter the boundaries.” Minn. Stat. § 414.0325, subd. 1(f). Finally, subdivision 1(g) states that “If a joint resolution designates an area as in need of orderly annexation, provides for the conditions for its annexation, and states that no consideration by the director is necessary, the director may review and comment, but shall, within 30 days, order the annexation in accordance with the terms of the resolution.” Minn. Stat. § 414.0325, subd. 1(g). The joint resolution contains similar language.
The City argued in its request that the joint resolution entered into between it and the Township stated that (1) no boundaries were to be altered and (2) that the two had mutually agreed that no consideration by the Director of Minnesota Planning was necessary and that the Director of Minnesota planning may review and comment, but shall, within 30 days, order the annexation in accordance with the terms of the joint resolution. The city argues that, because statutory requirements and conditions under the joint resolution were fulfilled, OAH was only allowed to review and comment and was required to order the annexation without a hearing. The City argued that OAH had no statutory authority for ordering a hearing on the annexation as it did and any hearing would be in violation of the joint resolution. While this was going on, the Township was not in favor of the hearings because the Township was attempting to renegotiate the joint resolution. In April 2005, OAH denied the City’s request.
In May 2005, OAH issued a letter denying the City’s request for reconsideration on OAH’s order for a hearing. This letter was served on the City and district court. In denying the City’s request, OAH concluded that a genuine dispute existed about whether the joint resolution allowed the City to proceed with the annexation unilaterally, over the Township’s objection. OAH reasoned that under Minn. Stat. § 414.0325, subd. 1(b) and subd. 2, along with Minn. Stat. § 141.09, it had jurisdiction to determine whether the annexation request was in accord with the joint resolution. The letter instructed the City and Township to work out any disputes and in the event the parties were unable to do so, the matter would be referred to the Chief Administrative Law Judge.
After OAH’s denial, the City filed a Verified Petition for Alternative Writ of Mandamus seeking an order directing OAH to annex the property at issue in accordance with Minn. Stat. § 414.0325 and the joint resolution.
In June 2005, the district court ordered OAH to show cause why it had not ordered the annexation of the property. OAH answered that it had not ordered the annexation because the joint resolution was ambiguous and OAH had the authority to conduct hearings to determine the intent of the parties. At this point, Heid and Herges intervened as owners of the property.
In September 2005, the district court granted the City’s mandamus petition and ordered OAH to issue an order annexing the property. The district court found that the joint resolution satisfied the requirements of Minn. Stat. § 414.0325, subd. 1(g), and therefore, OAH had a duty imposed by law to order the annexation. The district court also determined that the City suffered public wrong because the City was denied its contractual and statutory right to annexation. The district court found that the City and intervenors Heid and Herges were subjected to unnecessary hearings and delay that hindered the development of the property. The district court also found that mandamus relief was warranted because it was the City’s only adequate remedy.
OAH sought a stay of enforcement of the district court’s order, specifically the writ, and filed an appeal from the writ. The stay was granted.
In October 2005, OAH sought review by this court of the district court’s order granting the City’s petition for a writ of mandamus. This court ordered that OAH and the City file informal memorandum answering specific questions.
appeal, OAH raises three issues. First,
OAH argues that a mandamus action in
D E C I S I O N
OAH argues that a writ of mandamus was not the appropriate mechanism to resolve the annexation dispute between it and the City. OAH argues that under Minn. Stat. § 414.0325 (2004), the filing of a joint resolution for orderly annexation confers on OAH jurisdiction over the provisions of the resolution. Because the joint resolution recites and acknowledges this fact, OAH claims it was performing its statutory legal duty when it ordered hearings in regards to the annexation. OAH argues that the proper mechanism to resolve this dispute is an appeal under Minn. Stat. § 414.07 (2004).
Whether a district court has subject
matter jurisdiction is a question of law, which this court reviews
de novo. Carlson v. Chermak, 639 N.W.2d 886, 889 (
OAH argues that its actions can only be reviewed pursuant to Minn. Stat. § 414.07 because the joint resolution and Minn. Stat. § 414.0325 confers to it jurisdiction over the proposed annexation. The City argues that because there was no final decision issued by OAH denying or granting the annexation, a writ of mandamus was its only source of relief. We agree with the City.
Minn. Stat. § 414.07, subd. 2(a), states that “[a]ny person aggrieved by any order issued under this chapter may appeal to the district court . . . .” (emphasis added). There is no order here from which an appeal was taken. OAH appeals the district court’s order granting the City’s writ of mandamus. Because OAH appeals from the district court’s order and not an order under chapter 414, judicial review under § 414.07 is not appropriate.
OAH cites Rockford Township v. City of Rockford in
support of its argument that Minn. Stat. § 414.07 is the exclusive mechanism
for obtaining judicial review of all orders pertaining to municipal-boundary-adjustment
cases. 608 N.W.2d 903, 907 (Minn. App.
2000) (holding that Minn. Stat. § 414.07 applies to annexations by
OAH argues that the record does not justify the district court’s determination that the City was entitled to a writ of mandamus.
appeal, this court will reverse a district court’s order on an application for
mandamus relief “only when there is no evidence reasonably tending to sustain
the trial court’s findings.” Coyle v. City of
writ of mandamus is a remedy to compel any person, corporation, public
functionary, or tribunal, to perform some duty required by law, where the party
seeking relief has no other legal remedy, and the duty sought to be enforced is
clear and indisputable.” Chanhassen Chiropractic Ctr., P.A. v. City
Clear Legal Duty
To receive mandamus relief, the City and Heid and Herges must show that OAH has failed to exercise a duty imposed by law. See Chanhassen Chiropractic Ctr., P.A.,663 N.W.2d at 562.
The joint resolution, signed by representatives from the City and Township, states:
The Town and City mutually agree and state that this Joint Resolution and Agreement sets forth all the conditions for annexation of the areas designated, and that no consideration by the Director of Minnesota Planning is necessary. The Director of Minnesota Planning may review and comment, but shall, within thirty (30) days, order the annexation in accordance with the terms of this Joint Resolution.
OAH argues that the plain implication of the “review and comment” provision of Minn. Stat. § 414.0235, subd. 1(g), is that a specific summary annexation is to be accomplished more or less contemporaneously with the reaching of an agreement between the City and Township that an annexation is justified. OAH appears to argue that because the City submitted the annexation resolution over the reservations of the Township, it had no duty to order the annexation.
In finding that OAH had a clear duty to order the annexation of the property, the district court found that the joint resolution satisfied the requirements of Minn. Stat. § 414.0325, subd. 1(g).
The district court determined that under Minn. Stat. § 414.0325, subd. 1, the City could annex property over the objections of the Township because “any signatory to the joint resolution” may initiate an annexation of any part of a designated area. The City is a signatory to the joint resolution.
In support of its finding, the district court correctly inferred from the joint resolution that when 100 percent of the owners of property petition for annexation, only the approval of the City Council is necessary.
The joint resolution states:
If the owners of sixty (60) percent or more, but less than one hundred (100) percent . . . petition for annexation, a joint hearing of both the Town Board and the City Council shall be called to consider the petition. The petition shall not be approved unless both the Town Board and the City Council, voting as separate bodies, approve the petition . . . .”
(emphasis added). However, if 100 percent of the owners of property petition for annexation, only the “City Council will . . . review the petition for consideration of annexation.” (emphasis added). Thus, when less than 100 percent petition for annexation, both the Town Board and City Council must approve a petition for annexation. But when 100 percent petition for annexation, the district court properly concluded that only the City Council must approve the petition.
The district court’s findings are sound. “Where the intention of parties can be determined wholly from the writing, the construction of the instrument is a question of law for [this] court to resolve.” Wolfson v. City of St. Paul, 535 N.W.2d 384, 386 (Minn. App. 1995) (citing Empire State Bank v. Devereaux, 402 N.W.2d 584, 587 (Minn. App. 1987)), review denied (Minn. Sept. 28, 1995). Here, the language of the joint resolution, entered into and binding on both parties, supports the district court’s finding. There is no ambiguity.
OAH also argues that it could not order the annexation because the Township had objections. The district court found that the Township’s right to object was limited to situations where less than 100 percent petition for annexation. Because the Township’s approval was not necessary, the district court reasoned that the Township’s right to object was not determinative.
The language of the joint resolution supports the district court’s finding. The property in question lies in Zone 3. With regard to Zone 3 property, the joint resolution provides:
Unless a petition of property owners for annexation had been filed with the City, the City agrees not to petition for annexation of any area within Zone 3 for a period of fifteen (15) years, unless it is ordered to provide sanitary sewer and/or municipal water services to any areas in said zone by the MPCA or any other State or Federal regulatory agency. At the end of fifteen (15) years, the Town agrees not to object to any petition for annexation of Zone 3 by the City.
The language of the agreement, combined with the fact that the City Council can initiate an (100%) annexation without the approval of the Township, supports the district court’s finding that any objections by the Township were immaterial.
Minn. Stat. § 414.0325 also support’s the district court’s finding that OAH has a legal duty to order the annexation of the property. Minn. Stat. § 414.0325, subd. 1(g), states:
If a joint resolution designates an area as in need of orderly annexation, provides for the conditions for its annexation, and states that no consideration by the director is necessary, the director may review and comment, but shall, within 30 days, order the annexation in accordance with the terms of the resolution.
The joint resolution between the City and Township designates an area in need of orderly annexation, provides the conditions of annexation, and states that no consideration by OAH is necessary. OAH, pursuant to the language of Minn. Stat. 414.0325, subd. 1(g), “shall . . . order the annexation in accordance with the terms of the resolution.” Both the joint resolution and the statute support the district court’s finding.
This is buttressed by subdivision 6 which states:
An orderly annexation agreement is a binding contract upon all parties to the agreement and is enforceable in the district court in the county in which the unincorporated property in question is located. The provisions of an orderly annexation agreement are not preempted by any provision of this chapter unless the agreement specifically provides so. If an orderly annexation agreement provides the exclusive procedures by which the unincorporated property identified in the agreement may be annexed to the municipality, the municipality shall not annex that property by any other procedure.
Minn. Stat. § 414.0325, subd. 6 (emphasis added).
Because the resolution for annexation of the property at issue was properly submitted and adhered to the provisions of the joint resolution and Minn. Stat. § 414.0325, the district court properly found that OAH had a legal duty to order the annexation of the property. OAH could review and comment on the resolution for the property at issue, but it was required to order the annexation within 30 days.
To receive mandamus relief, the City and Heid and Herges must also show that due to OAH’s failure to exercise its duty imposed by law, it has been specifically injured by a public wrong. See Chanhassen Chiropractic Ctr., P.A.,663 N.W.2d at 561-62.
The district court held that the City and Heid and Herges suffered public wrongs by OAH’s failure to order the annexation of the property. It held that the City was denied its contractual and statutory right to orderly annexation of the property, was subjected to unnecessary hearings, and was unable to grow and develop as planned. The district court also found that Heid and Herges were unable to develop their property as anticipated.
OAH argues that no evidence exists showing that the interest of the public or City requires annexation. OAH also argues that the evidence does not establish that the interests of Heid and Herges as individuals were injured, but rather the interests are actually the interests of Regional Land & Holding, LLC (Regional) who is not a party to the action.
We conclude that both the City and Heid and Herges, along with Regional, were specifically injured by a public wrong. Had OAH properly executed its legal duty under Minn. Stat. § 414.0325, the property would have been annexed and development initiated. See Walther v. Lundberg, 654 N.W.2d 694, 697-98 (Minn. App. 2002) (when a public official failed to carry out her duty imposed by law and as a result, a landowner’s power of alienation was restricted, the resale of value of his land was affected, and his right to quiet enjoyment of his property were interfered with, this court held that the landowner suffered a public wrong); see also Kramer v. Otter Tail County Board of Commissioners, 647 N.W.2d 23, 26 (Minn. App. 2002) (in a review of a writ of mandamus, this court found that a landowner was injured when he was unable to develop his resort). OAH prolonged the process causing unnecessary costs, hindered the development of the property and growth of the City, and affected the resale value of the property.
Adequate Alternative Legal Remedy
To receive mandamus relief, the City and Heid and Herges must show that there is no adequate alternative legal remedy besides the writ of mandamus. Chanhassen Chiropractic Ctr., P.A.,663 N.W.2d at 562. “[T]he remedy which will preclude mandamus must be equally as convenient, complete, beneficial, and effective as would be mandamus, and be sufficiently speedy to prevent material injury.” Kramer, 647 N.W.2d at 26-27.
The district court found that the City’s only alternative remedy that results in the annexation of the affected area is to proceed through hearings as directed by OAH. The district court found that because the City would have to expend time and resources that it otherwise would not if it did not grant the writ of mandamus, there was no adequate alternate remedy available.
Because OAH failed to exercise its legal duty under Minn. Stat. 414.0325, subd. 1(g), we conclude that there was no adequate alternative remedy and that a writ of mandamus was proper. For the City to have to go through formal hearings, informal discussions, and alternative dispute resolution would prolong the process, raising litigation costs, time consumed, and require additional procedures the City would not have otherwise incurred.
argues that the facts do not support the district court’s finding that the City
satisfied the conditions precedent to a summary annexation. OAH argues that the “linchpin” of the
district court’s finding is that all of the property owners signed the petition
for annexation. OAH argues that because
records show that the owner of the property at issue is Regional Land &
Holding, LLC, not Heid and Herges individually, and because Regional is not a
party to the petition, the district court’s finding that 100 percent of the
property owners signed and petitioned
for annexation is wrong. OAH
argues this alone supports a decision not to grant summary annexation. OAH cites no support for its argument.
As a general
rule, the rights of a corporation can be exercised by the corporation but the
shareholders cannot exercise those rights in their name. See Singer v. Allied Factors, Inc., 216
The Written Action in Lieu of Organizational Meeting by Governors of Regional Land & Holding, LLC states that “the offices [sic] [Heid and Herges] of this Company are hereby authorized to execute all documents necessary to purchase and/or sell real estate. The signature of one of the officers of the company shall be sufficient to bind the Company.” It is reasonable to assume (we cannot envision the opposite) that Heid and Herges have the authorization, as the sole shareholders, to sign a petition for annexation on behalf of Regional.
* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.
 The Municipal Boundary Adjustments Office is a division of appellant Minnesota Office of Administrative Hearings (OAH) that performs the functions, powers, duties, and responsibilities designated to the Minnesota Office of Strategic and Long Range Planning by Minnesota Statutes, chapter 414. MBAO will be referred to as OAH in this opinion.
 The Township is not a party to this action, made no motion to intervene, and did not file anything with the court, formal or informal, objecting to the position of the City.
 Minn. Stat. § 414.0325, subd. 1(b), states:
The joint resolution will confer jurisdiction on the director over annexations in the designated area and over the various provisions in said agreement by submission of said joint resolution to the director.
Minn. Stat. § 414.0325, subd. 2, states:
Upon receipt of a resolution for annexation of a part of the designated area, the director shall set a time and place for a hearing in accordance with section 414.09.
Minn. Stat. § 414.09, subd. 1(a), states:
Proceedings initiated by the submission of an initiating document or by the director shall come on for hearing within 30 to 60 days from receipt of the document by the director or from the date of the director's action and the person conducting the hearing must submit an order no later than one year from the date of the day of the first hearing.