This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2006).
IN COURT OF APPEALS
Original Log Homes of Minnesota,
Merrill R. Anderson Trust, et al.,
Filed April 24, 2007
Isanti County District Court
File No. 30-CV-05-398
Robert M. Gardner,
Gardner Law Office, P.O. Box 22071,
David K. Nightingale, Marvin A. Liszt, Bernick & Lifson, P.A., 5500 Wayzata Boulevard, 1200 The Colonnade, Minneapolis, MN 55416 (for respondents)
Considered and decided by Lansing, Presiding Judge, Peterson, Judge, and Crippen, Judge.
In this real estate development dispute, appellant Original Log Homes of Minnesota challenges the district court’s dismissal of the complaint for failure to state a claim, arguing that the court should have applied a substantial compliance test for determining the existence of statutory standing and that the court could not dismiss on appellant’s statement of the claim after considering matters beyond the pleadings. We affirm.
Appellant is a
In 2004, the parties orally agreed that appellant would perform development of respondents’ real estate. The complaint alleges that “[a]t the end of June 2004, [respondents] agreed to [appellant’s] Consulting Contract.” One year later, appellant presented respondents with a consulting agreement. Respondents never entered into or executed the agreement and, shortly thereafter, terminated their relationship with appellant.
In October 2005, appellant filed a complaint alleging breach of contract and numerous other causes. Respondents moved to dismiss for failure to state a claim upon which relief can be granted, or in the alternative, for summary judgment. The district court dismissed the complaint, finding that appellant did not allege in its complaint that it was a duly licensed real estate broker or salesperson at the time the alleged cause of action arose. Further, the district court found that respondents “never entered into any written agreements with [appellant].”
When reviewing a dismissal for
failure to state a claim, the only question is whether the complaint sets forth
a legally sufficient claim for relief. Barton v.
Appellant argues that the
district court erred by applying a “strict” compliance standard rather than a “substantial”
compliance standard to the standing provision in Minn. Stat. § 82.18, subd. 1
(2006), which states that “[n]o person shall bring or maintain any action . . . for
the collection of compensation for . . . acts for which a license is required
under this chapter without alleging and proving that the person was a duly
licensed real estate broker.” “Person”
is defined as “a natural person, firm, partnership, corporation or association,
and the officers, directors, employees and agents thereof.”
Appellant contends that the
definition of “person” is broad enough to include Krejci, a licensed real
estate broker. But the words and phrases
of a statute are to be interpreted according to their most natural and obvious
meaning unless it would be inconsistent with the manifest intent of the
legislature. Amaral v.
also argues that by finding that no written agreement existed between the
parties, the district court undisputedly considered matters outside the
pleadings and ignored appellant’s evidence refuting such submissions.
Although the record sustains
appellant’s claim that an affidavit was not given proper attention, the
district court’s judgment on the written-agreement requirement can be affirmed
on the pleadings. Appellant alleges in
its complaint that respondents “agreed to” a proposed consulting contract but fails
to allege that respondents executed the agreement. The “written agreement” requirement does not
merely require that the agreement be in writing—as appellant appears to
argue—but, rather, that the agreement be in writing and signed. See
Minn. Stat. § 82.21, subd. 1 (2006) (requiring that “[l]icensees shall obtain a
signed buyer’s broker agreement from a buyer before performing any acts.”). Moreover, even if the affidavit in question was
properly considered by the district court, it does not suggest the execution of
a written contract as required by the statute.
It being undisputed
that neither agreement of the parties was executed, the district court did not err in finding that no written agreement existed between the parties.
* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.