This opinion will be unpublished and may not be cited except as provided by Minn.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 C3-96-374 C3-95-2619 Willard O. Vetter, as Trustee for Vetter Stone Employees Savings and Retirement Plan, et al., Plaintiffs, vs. Security Continental Insurance Company, a Delaware life insurance company (f/k/a Inter-American Insurance Company of Dover, Delaware), et al., Defendants (C3-95-2619), Appellants (C8-96-374), __________________________________________ Security Continental Insurance Company, a Delaware Corporation, Defendant and Cross Claimant (C3-95-2619), vs. Raymond G. Anker, et al., Defendants and Cross Claimants (C3-95-2619), _____________________________________________ Security Continental Insurance Company, a Delaware life insurance company (f/k/a Inter-American Insurance Company of Dover, Delaware), Defendant and Third-Party Plaintiff, Appellant (C3-95-2619), vs. Jackson National Life Insurance Company, a Michigan corporation, et al., Third-Party Defendants, Respondents. Filed August 13, 1996 Affirmed Peterson, Judge Blue Earth County District Court File No. C8941236 Russell Pelton, Edward M. Laine, Oppenheimer Wolff & Donnelly, 3400 Plaza VII Building, 45 S. Seventh Street, Minneapolis, MN 55102 (for Appellant) David C. Bohrer, Jacquelyne M. Sularz, Two Prudential Plaza, 45th Floor, 180 North Stetson Avenue, Chicago, Illinois 60601 (for Appellant) Christopher J. Dietzen, Larkin, Hoffman, Daly & Lindgren, Ltd., 1500 Norwest Financial Center, 7900 Xerxes Avenue S., Bloomington, MN 55431-1194 (for Respondent) Considered and decided by Peterson, Presiding Judge, Norton, Judge, and Holtan, Judge.* U N P U B L I S H E D O P I N I O N PETERSON, Judge This case involves two appeals consolidated by order of this court. The first appeal arises from the district court's grant of respondent's motion for summary judgment and the entry of a final judgment. The second appeal arises from the district court's grant of respondent's motion for sanctions against appellant. We affirm. FACTS The named plaintiffs in this action purchased individual life insurance and group annuity contracts from Inter-American Insurance Company of Delaware (Inter-American of Delaware) between 1984 and 1986. The contracts were transferred to Inter- American Insurance Company of Illinois (Inter-American of Illinois) in 1987. After the transfer, Inter-American of Delaware was dormant, although it possessed licenses to write insurance in a number of states. In 1991, after a stock purchase by Delta Dental Plan of Illinois to acquire the insurance licenses, Inter-American of Delaware's name was changed to appellant Security Continental Insurance Company (SCIC). Inter-American of Illinois became insolvent and, in December 1991, was placed in liquidation. Because of the insolvency, certain state guaranty associations, including the Minnesota Life & Health Insurance Guaranty Association (MGA), became responsible for performing statutory obligations to protect insureds from losses resulting from insurance company insolvency. MGA entered into a "Loan Receipt Agreement" with each of the plaintiffs. Under the agreements, MGA agreed to advance to a reinsurer, later identified as respondent Jackson National Life Insurance Company (Jackson National), the sum necessary to keep the contracts in effect. The advances were regarded as loans and were repayable only to the extent of any net recovery MGA obtained from any person, corporation, or other party with respect to Inter-American of Illinois's failure to meet its obligations to plaintiffs. In exchange for the loans, the named plaintiffs released MGA from all claims they may have against MGA arising out of contracts issued by or through Inter-American of Illinois and Inter-American of Delaware. Plaintiffs also consented to MGA's pursuit of any and all claims in the names of the plaintiffs and agreed to cooperate with MGA in the pursuit of any claims. The National Organization of Life & Health Insurance Guaranty Associations, acting as agent for MGA and other state guaranty associations, entered into an Agreement for Assumption Reinsurance of Ordinary Life and Annuities (Assumption Agreement) with Jackson National. Through the Assumption Agreement, effective April 1, 1993, Jackson National assumed MGA's statutory obligations. As consideration for assuming MGA's obligations, Jackson National received $1,591,170.38, which was based on the accumulated values of the assumed contracts on the insolvency date. In August 1994, this lawsuit was commenced against SCIC to enforce the named plaintiffs' rights under the contracts. SCIC brought in Jackson National as a third-party defendant. In August 1995, the district court granted plaintiffs' motion for partial summary judgment, concluding that SCIC, the renamed corporation previously called Inter-American of Delaware, was liable on the contracts. At the same time, the court denied Jackson National's motion for summary judgment. Jackson National renewed its summary judgment motion, and upon reconsideration, the district court granted the motion. SCIC filed its notice of appeal with respect to the summary judgment order on December 14, 1995. On December 20, 1995, the district court granted Jackson National's motion for sanctions against SCIC. Final judgment was entered pursuant to that order, as amended. SCIC filed its notice of appeal with respect to the sanctions order, along with a motion to consolidate. This court granted the motion to consolidate. D E C I S I O N 1. Standard of review On appeal from summary judgment, this court must determine (1) whether any genuine issues of material fact exist, and (2) whether the district court properly applied the law. Offerdahl v. University of Minn. Hosps. & Clinics, 426 N.W.2d 425, 427 (Minn. 1988). The evidence must be viewed in the light most favorable to the nonmoving party. Id. If no facts are disputed, this court's only task is to determine whether the trial court properly applied the law to the facts at hand. Magnetic Data, Inc. v. St. Paul Fire & Marine Ins. Co., 442 N.W.2d 153, 155 (Minn. 1989). 2. Indemnification claim Indemnity is the remedy securing the right of a person to recover reimbursement from another for the discharge of a liability which, as between himself and the other, should have been discharged by the other. Hendrickson v. Minnesota Power & Light Co., 258 Minn. 368, 370, 104 N.W.2d 843, 846 (1960), overruled in part on other grounds by Tolbert v. Gerber Indus., 255 N.W.2d 362 (Minn. 1977). Although originally based upon express or implied contract, principles of equity are now considered the proper basis for indemnification. Id. at 370-71, 104 N.W.2d 847. Because it is an equitable doctrine, it "does not lend itself to hard-and-fast rules." Larson v. City of Minneapolis, 262 Minn. 142, 148, 114 N.W.2d 68, 73 (1962). SCIC argues that the district court erred by concluding as a matter of law that Jackson National is not liable to SCIC on a theory of indemnification. SCIC claims that Jackson National is obligated to pay plaintiffs in this case based on Jackson National's Assumption Agreement with MGA. Thus, the Assumption Agreement must be construed to determine Jackson National's obligations. "The fundamental approach to construing contracts is to allow the intent of the parties to prevail." Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979). "The determination of whether a contract is ambiguous is a question of law." Current Technology Concepts, Inc. v. Irie Enterprises, 530 N.W.2d 539, 543 (Minn. 1995). "In making that determination, a court must give the contract language its plain and ordinary meaning." Id. If the language is reasonably susceptible to more than one meaning, the contract is ambiguous. Id. The Assumption Agreement provides that Jackson National would assume "as direct obligations, one hundred percent (100%) of the Covered Obligations in force on the Reinsurance Date [April 1, 1993]." Covered Obligations are defined as those obligations of each of the Participating Associations imposed by its respective Guaranty Association Act * * *. For purposes of this Agreement, the Covered Obligations shall be the same as the obligations of [Inter-American of Illinois]. The Assumption Agreement provides that the Participating Associations must pay Jackson National certain sums of money based upon the Covered Obligations Jackson National assumed; the Participating Associations shall retain all rights and claims with respect to the Covered Obligations against Inter-American of Illinois; and the Assumption Agreement inures to the benefit of the parties (Participating Associations and Jackson National) and does not confer any rights upon any person other than the parties and their successors and permitted assigns. The Assumption Agreement requires Jackson National to pay all death claims incurred after the reinsurance date and all requests for cash surrender completed after December 1, 1992. Based upon the language of the Assumption Agreement, Jackson National did not assume Inter-American of Illinois’s obligations under the contracts. It assumed only the statutory obligations of MGA with respect to the contracts. While the Covered Obligations are defined in terms of the contracts, they are not the policy obligations themselves. The Assumption Agreement explicitly states that the Covered Obligations are "the same as the obligations of [Inter-American of Illinois]." The Agreement does not state that the obligations of Inter-American of Illinois are Covered Obligations. Jackson National did not assume the policy obligations directly. In addition, the Assumption Agreement provides that it does not confer any rights on persons other than the parties to the Agreement. SCIC is not a party to the Agreement, so it cannot by way of the Agreement become entitled to indemnification from Jackson National. Finally, no equities lie in favor of SCIC for indemnification. If Jackson National were required to indemnify SCIC, it may have to pay twice on each covered policy: once to SCIC and once to the insureds for death claims or cash surrender. SCIC, on the other hand, would never have to pay on the policies it originated. All equities lie in favor of Jackson National, thereby defeating SCIC's claim for indemnification. The trial court properly granted summary judgment in favor of Jackson National with respect to SCIC’s indemnification claim. 3. Contribution claim “The right to contribution is an equitable remedy which stems from the ideals of fairness and justice.” In re Estate of Sjerven, 370 N.W.2d 66, 69 (Minn. App. 1985), review denied (Minn. Sept. 13, 1985). The threshold requirements for a contribution claim under Minnesota law are: (1) "the parties must share a common liability or burden"; and (2) "the plaintiff must have discharged more than his fair share of the common liability." Id. Equity bases the obligation to contribute upon the benefit of being relieved of an obligation. American Auto. Ins. Co. v. Molling, 239 Minn. 74, 78, 57 N.W.2d 847, 850 (1953). Requiring SCIC to meet its obligations under the insurance contracts will not relieve Jackson National of an obligation. Under the Loan Receipt Agreements between MGA and the named plaintiffs, MGA agreed to advance to Jackson National the amount necessary to keep the insurance contracts in effect. The advances are regarded as loans from MGA to plaintiffs and are repayable to the extent of any net recovery MGA obtains from SCIC. If MGA obtains recovery, it will keep the amount recovered as repayment of the loans made to the plaintiffs, and Jackson National remains obligated under the Assumption Agreement to pay death claims and requests for cash surrender made under plaintiffs' insurance contracts. Because Jackson National remains obligated to make these payments even if MGA obtains recovery from SCIC, Jackson National will not be relieved of an obligation and, therefore, is not obligated to contribute to SCIC. 4. Statutory Sanctions In reviewing an award of statutory sanctions, this court must review the district court's actions for an abuse of discretion. See Uselman v. Uselman, 464 N.W.2d 130, 141 (Minn. 1990)(holding that the district court abused its discretion in awarding statutory sanctions). A district court abuses its discretion when it makes a decision "against logic and the facts on record." Rutten v. Rutten, 347 N.W.2d 47, 50 (Minn. 1984). A. Minn. Stat. § 549.21, subd. 2 Jackson National moved for sanctions, arguing that SCIC violated Minn. Stat. § 549.21, subd. 2 (1994) first, by asserting frivolous third-party claims, and second, by pursuing such claims in bad faith. The district court rejected the bad faith argument, but concluded that the third-party claims were frivolous and unfounded and awarded costs and fees. SCIC challenges this ruling. "Generally attorney fees may not be awarded to a successful litigant absent specific contractual or statutory authority." Cherne Indus. v. Grounds & Assocs., 278 N.W.2d 81, 96 (Minn. 1979). Minn. Stat. § 549.21, subd. 2, grants the district court discretion to award fees and costs to the prevailing party if the unsuccessful party or attorney (1) acted in bad faith, (2) asserted a frivolous claim or defense that is costly to the prevailing party, (3) asserted an unfounded position solely for delay or to harass, or (4) committed fraud upon the court. These bases are exclusive and standing alone can support a claim for sanctions. Id.; see also Cherne, 278 N.W.2d at 96 (Minn. 1979)(stating that fees may be recovered if the unsuccessful party "acted in bad faith, vexatiously, wantonly, or for oppressive reasons"). SCIC cites Uselman v. Uselman, 464 N.W.2d at 139-140, for the proposition that statutory sanctions are not warranted without a finding by the district court of bad faith. We disagree. Uselman indicates that statutory sanctions may be awarded if a party's actions constitute any one of the grounds set forth in Minn. Stat. § 549.21, subd. 2. See Uselman, 464 N.W.2d at 140 (district court erred in awarding sanctions without finding that party acted in bad faith or interposed claims for purposes of delay); see also State Bank v. Fabel, 530 N.W.2d 858, 863 (Minn. App. 1995) (upholding award of statutory sanctions when losing party asserted a frivolous claim that was costly to the other party), review denied (Minn. June 29, 1995) . The question here is whether the district court abused its discretion in concluding that SCIC's claims were frivolous and unfounded. "The basis for a complaint must be entirely unfounded and frivolous before an award of fees is proper." Block v. Target Stores, Inc., 458 N.W.2d 705, 713 (Minn. App. 1990), review denied (Minn. Sept. 28, 1990). A party who survives a summary judgment motion has no reason to think that the court considers its claims frivolous. Hampton Bank v. River City Yachts, Inc., 528 N.W.2d 880, 891 (Minn. App. 1995), review denied (Minn. Apr. 27, 1995). SCIC argues that because the district court initially denied Jackson National's motion for summary judgment, it was an abuse of the court's discretion to award fees and costs. Cases that dictate no sanctions upon survival of summary judgment are not on point, however, because SCIC did not survive summary judgment. On reconsideration of the motion for summary judgment, the district court granted the motion and explained in its order and memorandum: At the time the court heard Jackson's original motion it was in conjunction with four other motions for summary judgment. This court did not properly focus on Jackson's motion at that time. Upon reconsideration, it was clear error for the court not to focus on the correct issues. In Blattner v. Forster, the supreme court held that [b]ecause the contract is not ambiguous, it is difficult to conclude that Blattners acted other than vexatiously in bringing this lawsuit. The court did not abuse its discretion in granting reasonable attorneys' fees under Minn. Stat. § 549.21 (1980). 322 N.W.2d 319, 321 (Minn. 1982). The Assumption Agreement is not ambiguous. It states that it confers no benefits upon nonparties and that Jackson National assumed the obligations of MGA, not the obligations of Inter-American of Illinois. The district court did not abuse its discretion in granting sanctions pursuant to Minn. Stat. § 549.21. B. Minn. R. Civ. P. 11 SCIC also argues that the district court erred by awarding costs and fees pursuant to Minn. R. Civ. P. 11. Rule 11 provides that attorneys must sign all pleadings and motion papers to certify that the information provided is well grounded in fact and is warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law, and that it is not interposed for any improper purpose. The rule imposes an affirmative duty on counsel "to investigate the factual and legal underpinnings of a pleading." Uselman, 464 N.W.2d at 142. Sanctions are mandatory if the rule is violated. Id. Sanctions should not be imposed if the attorney has an objectively reasonable basis for pursuing a factual or legal claim. Id. at 143. SCIC's claim was based on its interpretation of the Assumption Agreement. The district court concluded that "[u]pon a reasonable inspection of the situation, it should have been readily apparent to SCIC that Jackson National's only obligation under the insurance contracts was to the Minnesota Life and Health Insurance Guaranty Association." Objectively, it is not reasonable to interpret the Agreement to require Jackson National to assume directly all of Inter- American of Illinois's obligations under the insurance contracts. Jackson National dealt only with MGA. MGA's only obligations with regard to the contracts were its statutory obligations. It is not reasonable to conclude that MGA acted to obtain performance of obligations other than its statutory obligations. Finally, SCIC's position ignores completely the Loan Receipt Agreements between MGA and the named plaintiffs. In these agreements, plaintiffs consented to MGA's pursuit of any and all claims in the names of the plaintiffs and agreed that any net recovery by MGA would be used to repay loans made by MGA for the purpose of keeping plaintiffs' insurance contracts in effect. It is not objectively reasonable to conclude that recovery by the named plaintiffs will benefit Jackson National. The district court did not abuse its discretion in awarding costs and fees pursuant to Rule 11. Affirmed. * Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10. Although Jackson National assumed the statutory obligations of other state guaranty associations, MGA's obligations are the only obligations relevant to this case.