This opinion will be unpublished and

may not be cited except as provided by

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






Sean M. Ahlborn,





Christine M. Roban,



Filed April 24, 2007

Crippen, Judge


Dakota County District Court

File No. C8-06-12889


Sean M. Ahlborn, 8994 Magnolia Lane North, Maple Grove, MN 55369 (pro se respondent)


James G. Roban, 261 Ruth Street, St. Paul, MN 55119 (for appellant)


            Considered and decided by Stoneburner, Presiding Judge, Shumaker, Judge, and Crippen, Judge.

U N P U B L I S H E D   O P I N I O N


            Appellant Christine Roban challenges the district court’s conclusion that the parties were not jointly liable for the balance of an outstanding car loan—leaving her responsible to repay respondent Sean Ahlborn for the entirety of his cost of payments on the loan.  Because the documentary evidence unambiguously indicates that the parties were joint debtors, we reverse.


            On May 19, 2001, the parties purchased a 1998 Chevrolet Malibu from Kline Auto World, taking the title document as co-owners.  The parties were living together at the time but later separated.  They borrowed $13,233.18 to buy the car.  The parties dispute the nature of the purchase and financing agreement in addition to respondent’s status under the loan.

            Sometime prior to September 25, 2003, the parties defaulted on the car loan.  The car was repossessed and sold at auction.  Thereafter, the creditor attempted to collect from respondent, who satisfied the outstanding balance of the loan, $5,196.28. 

            After respondent paid the balance of the loan, appellant paid respondent a portion of that balance, but then stopped making payments.  When appellant stopped paying, respondent filed a claim in conciliation court seeking reimbursement in the amount of $2,764.66, plus the cost of filing fees.  The conciliation court awarded respondent judgment, but the judgment was vacated upon appellant’s removal of the action to district court.  After the district court conducted a short trial, the court found that respondent signed the loan documentation as a “co-signor.”  Thus, the court concluded that “[t]his is not a joint debt,” that the parties were not in fact co-owners of the vehicle, and that “[respondent] is entitled to reimbursement for paying the loan balance and other costs relative to [appellant] defaulting on her loan obligation[].”  Judgment was entered in the amount of $3,000.50 in favor of respondent.


            Interpretation of an ambiguous contract is a question of fact.  Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003).  But the interpretation of an unambiguous contract is a question of law.  Murray v. Puls, 690 N.W.2d 337, 343 (Minn. App. 2004), review denied (Minn. Mar. 15, 2005).  “A contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more than one interpretation.”  Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511, 515 (Minn. 1997). 

            “If a contract is unambiguous, the contract language must be given its plain and ordinary meaning, and shall be enforced by courts even if the result is harsh.”  Denelsbeck, 666 N.W.2d at 346-47 (quotation omitted).  “When construing an ambiguous contract, the court has a duty to give effect to the intent of the parties.”  Ecolab, Inc. v. Gartland, 537 N.W.2d 291, 295 (Minn. App. 1995) (quotation omitted).  “A court ascertains the parties’ intent by putting itself in the parties’ positions at the time they formed the contract and determining what they reasonably meant to accomplish in view of the contract as a whole, its plain language, and the surrounding circumstances.”  Id.  We may rely on extrinsic evidence to resolve an ambiguity in a contract.  Id.

            Appellant claims that the district court erred as a matter of law in concluding that respondent was not a joint debtor.  Appellant also contends that the court clearly erred in finding that respondent was not a co-owner of the vehicle.  Because ownership of the car is not dispositive of respondent’s status as a debtor under the loan agreement,[1] the principal issue here, we confine our analysis to respondent’s status as a debtor under the loan agreement.

            Much of the parties’ dispute centers on the “Closed-End Note, Disclosure, Loan and Security Agreement[]” (loan agreement) that the parties signed upon purchasing the car.  The loan agreement contains two signature boxes, the first for the “DEBTOR.”  The second box contains three smaller boxes, suggesting one or more be checked, designated “CO-MAKER,” “OTHER-OWNER,” or “GUARANTOR.”  Appellant signed in the first box as debtor.  Respondent signed in the second box but without designating whether he was a co-maker, an other-owner, or a guarantor.  Respondent claims that he was not a co-maker, but rather a guarantor (or a mere co-signor, as the district court concluded), only secondarily liable for the loan balance.  The agreement states that “[u]pon default, the credit union may seek immediate payment from the guarantor of any and all sums due on the loan.”  In contrast, a co-maker “agree[s] to be equally responsible with the borrower” for the outstanding debt. 

            The documents in the record do not sustain the conclusion that respondent is only a guarantor and not a jointly-liable co-maker.  The record includes the following documents:  (1) a sales agreement, in which respondent twice signed as a “Buyer” on the same line as appellant; (2) a conditional sales contract, in which respondent twice signed as a “Co-Buyer”; (3) a credit reporting disclosure addressed to all prospective financial institutions, in which respondent, joining with appellant in the disclosure, twice signed as a “Co-Buyer” and also as a “Co-Owner”; and (4) the loan agreement, already described, in which appellant is named as a “debtor” and respondent is designated as “other debtor,” but with his signature in a box with no further designation.  All of these documents were completed and signed on May 19, 2001, as part of the same transaction. 

            Based on the foregoing documentation, the court erred as a matter of law by upholding respondent’s claim that he was not a joint debtor, in effect modifying the loan agreement so as to state that respondent is merely a guarantor and not a co‑maker.  The loan agreement and accompanying documentation are unambiguous.  To be ambiguous, the documentation must be “reasonably susceptible of more than one interpretation.”  Art Goebel, Inc., 567 N.W.2d at 515.  And to reasonably interpret these documents as making respondent a guarantor, there must be some intrinsic evidence to support respondent’s position.  But here there is no such evidence.  In all of the documents, the parties are given equal status as buyers, applicants for a loan, and debtors.  Absent a designation that respondent is a guarantor, these documents do not permit a conclusion other than that respondent was a co-maker under the agreement.

            The district court also heard extrinsic evidence both as to the question of actual ownership of the vehicle and respondent’s claim that he was not a joint debtor.  The district court considered evidence that appellant agreed to reimburse respondent for his payment of the loan balance, but the court also considered evidence that respondent carried the car on his insurance, that respondent was designated on the insurance documents as the car’s primary driver, and that the financing agency addressed respondent as a “co-borrower.”  Because it is unnecessary, we do not review questions of actual ownership or the weight of extrinsic evidence on the liability issue. 

            The district court’s order for judgment sheds little light on the case.  The court’s minimal findings and conclusions imply that the court viewed the loan agreement as ambiguous and weighed extrinsic evidence in the record to reach the conclusion that respondent is not a joint debtor.  But the court’s rationale is not evident on the face of its order.  The court does not indicate that it considered the insurance documentation, sales agreement, credit reporting disclosure, or any other relevant intrinsic evidence.  And the court engages in no meaningful analysis of the extrinsic evidence, mentioning only the loan agreement and title certificate.

            Because we are satisfied that, when read together, the documents unambiguously make respondent a joint debtor under the loan agreement, we reverse.


* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.

[1] We note that were we to conclude that the loan agreement is ambiguous, respondent’s ownership status may be minimally relevant to the parties’ intent under the agreement—a fact question.  But because we conclude the agreement is unambiguous and do not reach extrinsic evidence, we need not consider the court’s ownership finding.