This opinion will be unpublished and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

C9-95-2513

Joseph Geller,

Appellant,

vs.

Sidal Realty, Co., et al.,

Respondents.

Filed June 11, 1996

Affirmed in part, reversed in part, and remanded.

Klaphake, Judge

Hennepin County District Court

File No. 92-11838

Robert V. Espeset, Blomquist & Espeset, Suite 255, Broadway Place East, 3433 Broadway Street NE, Minneapolis, MN 55413 (for Appellant)

Joe A. Walters, O'Connor & Hannan, L.L.P., 706 South Second Avenue, 700 Baker Building, Minneapolis, MN 55402 (for Respondents)

Considered and decided by Huspeni, Presiding Judge, Klaphake, Judge, and Holtan, Judge.*

U N P U B L I S H E D O P I N I O N

KLAPHAKE, Judge

The estate of Joseph Geller appeals from a judgment based on special verdict findings on its claim of breach of contract. Appellant contends that questions of law regarding the construction and effect of the contract were improperly submitted to the jury. Respondents, Sidal Realty Company, Al Rubinger, and Sid Hartman, request review of an order granting appellant's motion in limine. Because the contract was unambiguous and the trial court's evidentiary ruling was within its discretion, we affirm in part, reverse in part, and remand.

D E C I S I O N

The "construction and effect" of an unambiguous writing is for the court. In re Turners Crossroad Dev. Co., 277 N.W.2d 364, 368-69 (Minn. 1979); see also Westphal v. Anderson, 347 N.W.2d 85, 87 (Minn. App. 1984). Where the meaning of a contract clause is a question of law, this court will review the issue as a question of law even though the issue was submitted to the jury. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979).

The parties agree on the basic documents constituting their real estate transaction: the December 1985 contract for deed, the July 1986 agreement or amendment, and the September 1986 arbitration award. The primary dispute is whether the 1986 agreement calling for respondents' $200,000 personal unsecured note superseded the December 1985 contract for deed provision limiting their liability to $300,000 of interest or principal payments. The case was tried and submitted to the jury, which simply found that respondents owed appellant $127,928.50.

Reviewing the documents de novo, we conclude that they are subject to only one reasonable interpretation. See Telex Corp. v. Data Products Corp., 271 Minn. 288, 291, 135 N.W.2d 681, 684-85 (1965) (appellate court determines whether trial court correctly decided issue of ambiguity). The personal note referenced in the 1986 agreement altered the personal liability provision of the 1985 contract for deed and thus superseded it. Because the plain and ordinary meaning of the language requires this construction, we concur with the jury's special verdict finding that respondents were personally liable to appellant.

Having concluded that respondents' personal liability is governed by the terms of the personal note, however, we reverse the jury's special verdict finding that damages were $127,928.50. As appellant demonstrated, calculation of the amount of personal liability under the note should have been accomplished by the court applying the undisputed facts to the formula set forth in the note. The result is $283,182.99 in damages. In reaching this conclusion, we also give effect to the plain language of the arbitration award, which provided offsets to the amounts due under the two notes. We also agree with appellant that a pro rata application of the offsets to the notes is the only reasonable interpretation of the award. As the court erred in submitting the amount of damages to the jury, we reverse and remand for entry of judgment in favor of appellant in the amount of $283,182.99.

Concluding that the parties' contract was unambiguous and construction was a question of law, we reject respondents' argument that the jury should have received additional extrinsic evidence concerning the amendment and notes. Therefore, we affirm the trial court's ruling excluding the evidence on appellant's motion in limine.

Affirmed in part, reversed in part, and remanded.


Footnotes

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