This opinion will be unpublished and
                  may not be cited except as provided by
               Minn. Stat. § 480A.08, subd. 3 (1994).

                          State of Minnesota
                            in Court of Appeals
                              CX-95-2195

     Raymond John Kroiss and Ray Kroiss Homes, Inc.,
     Respondents,
     vs.

Buchmeier and Lucas, a Law Firm,

and Joan Lucas, individually,
     Appellants.
     Filed May 14, 1996
Reversed
Willis, Judge

Crow Wing County District Court

File No. C4951561

John E. Daubney, 500 Degree of Honor Building, 325 Cedar Street, St. Paul,
MN 55101 (for Respondents)

Joseph J. Dudley, Jr., Brent G. Eilefson, Dudley and Smith, P.A., 2602
American Nat'l Bank Building, 101 East Fifth Street, St. Paul, MN 55101
(for Appellants)

Considered and decided by Amundson, Presiding Judge, Crippen, Judge, and
Willis, Judge.
                                     
                        Unpublished Opinion


WILLIS, Judge (Hon. Robert A. Forsythe, District Court Trial Judge)

Attorney argues that the district court erred by removing an attorney's
lien from a former client's lien against real property awarded under a
dissolution decree. We reverse.
                                     
                               Facts

The marriage of Mary Jean and Ray Kroiss was dissolved by a decree entered
in July 1991. During the dissolution proceedings, wife retained appellant
attorney Joan Lucas, but discharged her in January 1991. Lucas claimed
that, at the date of her termination, wife owed $11,000 in legal fees.(1)
        [Footnote] (1)These fees were owed in part to Dudley
        & Smith and in part to Buchmeier & Lucas. Lucas was
        formerly associated with Dudley & Smith.

The dissolution decree listed as marital property: the homestead, two lots
adjacent to the homestead, and substantial additional real property in Crow
Wing County, including eight condominium units. The record shows that title
to all of the property, except the homestead, was held by Ray Kroiss Homes,
Inc., a corporation owned solely by husband.

Lucas obtained a copy of the dissolution decree, which reflected a total
property division of $567,901.60 to husband and $259,488 to wife. Part of
wife's property award included liens, valued at $118,000, against the eight
condominium units, which liens were payable upon the sale of each unit. On
September 23, 1991, Lucas filed with the Crow Wing County Recorder an
attorney's lien against wife's lien interests in the condominium units and
sent notice of intent to claim an attorney's lien to wife on October 8,
1991.

On November 14, 1991, the Kroisses stipulated to an order amending the
dissolution decree. The stipulation vacated the original property division
and awarded all marital real estate to husband (individually) except for
the parties' homestead. While the decree awarded all right, title, and
interest in the condominium units to husband individually, the record
reflects that wife quitclaimed her lien interests in the condominium units
to Ray Kroiss Homes, Inc.

In February 1995, respondents husband and Ray Kroiss Homes, Inc., sued to
have Lucas's lien dismissed, claiming that it was filed ``against real
estate not owned by Mary Jean Kroiss or awarded to her by Court Order'' and
that the lien was not properly filed. The district court removed the
attorney's lien, finding that the court ``had no jurisdiction to attach an
attorney's lien against a corporation that was not a party to the
underlying dissolution action.''
                                     
                              Decision

At the outset, we disagree that the question before us is whether the
district court had ``jurisdiction to attach an attorney's lien against a
corporation that was not a party to the underlying dissolution action.''
Framing the issue that way essentially would allow husband to contest the
dissolution court's characterization of the corporate assets as marital
property and to challenge the property division ordered by the dissolution
court. These issues were properly reviewable in an appeal from the
dissolution judgment and decree. Although the parties subsequently
stipulated to an amended decree, husband did not appeal from the judgment
or move for amended findings on either the dissolution court's
characterization of the corporate assets as marital property or the
division of property.(2)
        [Footnote] (2)Husband's appeal from the judgment in
        October 1991 was voluntarily dismissed. That appeal
        did not raise issues involving the dissolution


        court's characterization of the corporate assets or
        the property division.

Therefore, we perceive two issues for our consideration: (1) Did Lucas
properly file notice of the attorney's lien, and (2) did the lien survive
the parties' subsequent stipulation that vacated the property division and
wife's lien interests against the condominium units?

1. Improper filing: There is no dispute that Lucas filed notice of
the attorney's lien with the Crow Wing County Recorder. Because the
essential facts regarding filing are undisputed, the issue presented is a
question of law reviewed de novo by an appellate court. Hubred v.
Control Data Corp., 442 N.W.2d 308, 310 (Minn. 1989).

Notice of an attorney's lien against a ``client's interest in real estate
involved in or affected by the action or proceeding'' must be filed with
the appropriate county recorder or registrar of titles. Minn. Stat. §
481.13(4) (1994). An attorney's lien against a client's interest in
personal property, however, ``shall be filed in the same manner as provided
by law for the filing of a security interest.'' Id.; cf.
Minn. Stat. § 336.9-401(1) (d) (1994) (providing that a security
interest in personal property must be filed with the secretary of state).

Husband contends that if wife received anything, she received an interest
in corporate stock. We disagree. The record is clear that the dissolution
court treated real property held in the name of husband's wholly-owned
corporation as marital property and that the dissolution court treated the
corporation as husband's alter ego for purposes of making a property
division in the dissolution action. The court thus awarded to wife a lien
against certain marital real estate held in the name of husband's wholly-
owned corporation. Husband has waived his right to object to the court's
characterization of the real property, and his claim that wife received
corporate stock is without support in the record.

In a recent decision, Granse & Assoc. v. Kimm, 529 N.W.2d 6, 8
(Minn. App. 1995), review denied (Minn. Apr. 27, 1995), this court
held that a husband's marital lien on the homestead ``was personal property
rather than an interest in real property.'' Under Granse, then, we
must view wife's liens on the condominium units as personal property. We
conclude, however, that Lucas's failure to file notice of the attorney's
lien with the secretary of state is not fatal.

In certain instances, a lien against personal property must be filed with
the secretary of state. See generally Minn. Stat. § 336.9-401(1)
(a) -(d). But, in all cases,
        
        [a] filing which is made in good faith in an
        improper place or not in all of the places required
        by this section is nevertheless effective with
        regard to any collateral as to which the filing
        complied with the requirements of this article and
        is also effective with regard to collateral covered
        by the financing statement against any person who
        has knowledge of the contents of such financing
        statement.

Minn. Stat. § 336.9-401(2). We note that Lucas's notice of intent to
claim an attorney's lien adequately identified the property to which the
attorney's lien attached. This description was sufficient to ``provide
general notice or warning'' to wife or a subsequent purchaser that the
condominium units were encumbered by Lucas's lien. Cf. Production
Credit Ass'n v. Bartos, 430 N.W.2d 238, 241 (Minn. App. 1988) (holding
that ``a financing statement is adequate to perfect a security interest if
it `reasonably identifies' the type of collateral in a way that would
`reasonably induce' subsequent creditors to investigate further'').


Even if Lucas improperly filed the attorney's lien with the county
recorder, Mary Kroiss had actual notice of the attorney's lien by Lucas's
letter dated October 8, 1991, and respondents have not asserted that Lucas
filed the attorney's lien in bad faith. See id. at 242 (upholding
priority of party's security interest even though financing statement was
improperly filed with county recorder rather than secretary of state
because party's improper filing was made in good faith and opposing party
had notice of competing security interest).

Lucas's filing satisfied the statute's goal of notice.(3)
        [Footnote] (3)While we conclude that wife's liens
        were personal property, they arose from and affected
        real estate awarded to husband in the dissolution.
        As a practical matter, Lucas's filing of the
        attorney's lien with the county recorder was a more
        effective means of satisfying the statute's
        objective:
        [A person] tracing the history of title to land
        would not expect to examine records in the office of
        the Secretary of State. The traditional and
        appropriate location for such a search is the office
        of the county recorder in the county where the land
        is located.
        [Footnote] In re Shuster, 784 F.2d 883, 884-85 (8th
        Cir. 1986).

Therefore, we conclude that Lucas's improper filing does not defeat her
lien.

2. Validity of attorney's lien: Determining the validity of a lien
necessarily requires the district court to construe statutory requirements
in light of relevant facts. Court rulings on mixed questions of law and
fact are not binding on an appellate court, but are subject to independent
review. Meyering v. Wessels, 383 N.W.2d 670, 672 (Minn. 1986).

An attorney may establish a lien for compensation
        
        [u]pon the cause of action from the time of the
        service of the summons therein, or the commencement
        of the proceeding, and upon the interest of the
        attorney's client in any money or property involved
        in or affected by any action or proceeding in which
        the attorney may have been employed, from the
        commencement of the action or proceeding * * * .

Minn. Stat. § 481.13(1).

An attorney's lien is ``a hold or claim on the property as security for a
debt or charge.'' Boline v. Doty, 345 N.W.2d 285, 288 (Minn. App.
1984). The lien statute exists to prohibit a party from reaping the
benefits of an attorney's services without paying for them. Id.
Although the dissolution decree noted that title to the condominium
units was held by Ray Kroiss Homes, Inc., the dissolution court
specifically found that the eight condominium units were marital property
and awarded them to husband (individually), subject to liens in favor of
wife. See Minn. Stat. § 518.58, subd. 1 (1994) (providing
dissolution court with authority to make an equitable property division
between the parties). Husband does not challenge the award of corporate
assets to himself, but he argues that the attorney's lien could not attach
to assets of Ray Kroiss Homes, Inc., because Ray Kroiss Homes, Inc., was
not a party to the dissolution.

Husband ignores the fact that the dissolution decree specifically refers to
the corporation and lists its holdings as part of husband's assets.
Moreover, husband fails to acknowledge that wife held liens against the
condominium units from July 1991 until November 1991. He does not claim

that during this time period her lien interests were exempt from attachment
by her creditors. In fact, husband effectively recorded notice of wife's
lien interests in the eight condominium units with the Crow Wing County
Recorder by filing a certified copy of the judgment and decree on July 29,
1991.

The record shows that wife held lien interests in ``property involved in or
affected by [the] action or proceeding'' for which the attorney rendered
services. See Minn. Stat. § 481.13, subd. 1. Lucas timely filed
the attorney's lien on September 17, 1991, while wife held the lien
interests, and sent notice of the attorney's lien to wife on October 8,
1991, several weeks before the Kroisses stipulated to an amendment of the
decree.

The Kroisses' subsequent stipulation to amendment of the dissolution decree
had no effect on Lucas's attorney's lien. In McDonald v. Johnson,
the supreme court held that an attorney's lien, which attached to a lump-
sum payment awarded in a dissolution decree, could not be eliminated by the
parties' subsequent stipulation that vacated the lump-sum payment. 229
Minn. 119, 124, 38 N.W.2d 196, 199 (1949). The court stated:
        
        The lien having attached thereto, the subsequent
        stipulation of the parties and order of the court
        eliminating the lump-sum payment could not nullify
        [attorneys'] rights and interest therein.

Id.; see also Granse, 529 N.W.2d at 9 (holding that
creditor's interest in debtor's lien interest survives parties' subsequent
modification of dissolution decree that eliminates debtor's lien interest);
Williams v. Dow Chem. Co., 415 N.W.2d 20, 26 (Minn. App. 1987)
(concluding that, once established, the lien persists until it is
satisfied).

Further, wife's subsequent quitclaim to Ray Kroiss Homes, Inc., had no
effect on the attorney's lien because a ``quitclaim deed [can] only
transfer the interest held by the grantor.'' See Weber v.
Eisentrager, 498 N.W.2d 460, 464 (Minn. 1993) (recognizing the axiom
that one can only convey what one has). Because we conclude that Lucas's
lien was in place and valid, wife was unable to transfer her lien interests
free of the attorney's lien.

Ray Kroiss Homes, Inc., took wife's lien interests, subject to Lucas's
attorney's lien. Similarly, the amended decree awarded all right, title,
and interest in the eight condominium units to husband individually,
``subject to all existing encumbrances thereon in favor of anyone save
[wife].'' There is no argument that Ray Kroiss Homes, Inc., or husband
lacked notice of the attorney's lien; therefore, we conclude that Lucas's
lien is valid.
Reversed.