This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2006).






Original Log Homes of Minnesota,





Merrill R. Anderson Trust, et al.,



Filed April 24, 2007

Crippen, Judge


Isanti County District Court

File No. 30-CV-05-398


Robert M. Gardner, Gardner Law Office, P.O. Box 22071, St. Paul, MN 55122 (for appellant)


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.

U N P U B L I S H E D   O P I N I O N


            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 Minnesota corporation that provided services to respondents Merrill R. Anderson Trust and its trustees regarding a real estate development in Cambridge, Minnesota.  Anthony J. Krejci, appellant’s president, sole officer, director, shareholder, and employee, is a licensed real estate broker. 

            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. Moore, 558 N.W.2d 746, 749 (Minn. 1997).    

            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.”  Minn. Stat.  § 82.17, subd. 13 (2006). 

            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. St. Cloud Hosp., 598 N.W.2d 379, 384 (Minn. 1999).  And under the plain language of the statute, the corporation is considered a person separate from Krejci.  Appellant asserts no authority for an alternative construction of the statute.  The district court did not err in determining that appellant was required to allege and prove that it was a licensed real estate broker at the time the alleged cause of action arose.  The acts performed by appellant, as alleged in the complaint, were acts for which a license is required.  See Minn. Stat. § 82.17, subd. 18 (2006) (defining “real estate broker”). 

            Appellant 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.  Minn. Stat.  § 82.18, subd. 2 (2006) states that no person required to be licensed as a real estate broker shall bring or maintain an action for compensation “with respect to the negotiation or attempt to negotiate any sale, lease or other disposition or conveyance of real property unless there is a written agreement with the person required to be licensed.”  (Emphasis added.) 

            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.