This opinion will be unpublished and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
C8-96-410

The Labor Retreat, a Limited Partnership,
Appellant,

vs.

Nath & Associates--Labor Retreat,
a General Partnership,
Respondents.

Filed August 13, 1996
Affirmed
Davies, Judge

Hennepin County District Court
File No. 958837


Neil Polstein, Hillstrom, Bale, Anderson, Polstein, Pearson & 
Hill, Ltd., 607 Marquette Ave., Suite 400, Minneapolis, MN 
55402 (for Appellant)

Brett A. Perry, Jensen & Swanson, P.A., 8525 Edinbrook 
Crossing, #201, Brooklyn Park, MN 55443 (for Respondent)

	Considered and decided by Willis, Presiding Judge, 
Davies, Judge, and Holtan,  Judge.*

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

DAVIES, Judge
	Appellant, a former owner of a Section 8 housing 
complex, argues that the district court erred by holding that it was 
not entitled to retroactive HUD payments for the time period it 
owned the property and granting summary judgment against 
appellant.  We affirm.

FACTS

	On July 1, 1987, appellant The Labor Retreat sold to 
respondent Nath & Associates a Section 8 rental housing 
complex, named (as is appellant) The Labor Retreat.  As part of 
the sale, the parties agreed to numerous assignments by the 
following documents:
 	Assignment of Assets and Liabilities, in which Labor 
Retreat assigned "any and all reserve and operating 
accounts, any and all operating accounts that are in 
existence and used in the operation and maintenance of the 
Labor Retreat," as well as "all contracts with which it has 
an interest pertaining to the maintenance and operation of 
The Labor Retreat."

 	Assignment and Assumption Agreement and Amendment 
to Mortgage, Regulatory Agreement and Housing 
Assistance Payments Contract (HAP contract), by which 
Labor Retreat "assign[ed] and transfer[ed] to the 
Assignee, all of its right, title and interest in, and 
obligations under, the * * * Original Financing 
Agreements and HAP Contract, together with all funds, 
accounts or deposits relating thereto."

 	Assignment and Release, by which Labor Retreat 
"grant[ed], transfer[ed], and assign[ed] to the Assignee all 
of the right, title, and interest of the Assignor in and to, 
any and all present and future leases or tenancies, whether 
written or oral, covering or affecting any or all of the 
premises designated as The Labor Retreat or all or any 
part of any present or future improvements located on this 
property, together with any and all extensions, 
modifications and renewals thereof and to all rents, issue, 
profits and other income or payments of any kind due or 
payable or to become due or payable to the Assignor by 
virtue of the Leases or otherwise due or payable or to 
become due or payable to the Assignor as the result of any 
use possession or occupancy of any portion or portions of 
the property."

	The complex had been financed by the Minnesota Housing 
Finance Agency (MHFA), which regulates the financing contract 
in accordance with Department of Housing and Urban 
Development (HUD) regulations.  In 1989, Congress authorized 
additional Section 8 housing assistance payments retroactive to 
October 1, 1979.  The apartment project was eligible for 
$211,662 of these additional payments.
	Appellant alleges that it is entitled to the portion of the 
retroactive payments attributable to the years during which it 
owned the project.  The district court disagreed and granted 
summary judgment to respondent.  The court found that, under 
the conveyance documents, respondent "has exclusive rights 
under the HAP contract and, as a matter of law, * * * is entitled 
to the entire retroactive payment."

D E C I S I O N

	This court must consider two questions on appeals of 
summary judgment:
(1) whether there are any genuine issues of material 
fact and (2) whether the lower courts erred in their 
application of the law.

State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990).

I.

	Appellant argues that the HAP contract rights that it 
assigned are irrelevant because "[t]he retroactive payments are a 
matter of legislative largesse, not contractual entitlement."   
Regardless of the merits of this argument, appellant gave up the 
right to receive the payments.  By the assignment and release, 
appellant assigned to respondent,
all rents, issue, profits and other income or 
payments of any kind due or payable or to become 
due or payable to the Assignor by virtue of the 
Leases or otherwise due or payable or to become 
due or payable to the Assignor as the result of any 
use, possession or occupancy of any portion or 
portions of the property.

The retroactive payments clearly fall either within "rents, issue, 
profits" or within "other income or payments of any kind" due to 
appellant as a result of its "use, possession or occupancy" of the 
property, and, in either case, the payments were assigned to 
respondent pursuant to the assignment and release.
	Appellant disagrees, and claims--unpersuasively--first, 
that under rules of contract construction, it retained its rights to 
income from past leases and, second, that Congress overrode any 
such assignment.
	Appellant's first argument is futile, for, under even the 
most strained construction, it retained no rights to the money at 
issue here.  With the assignment documents, appellant transferred 
to respondent the entirety of its rights in the housing complex.
	As to its second argument, appellant relies entirely on 
speculation, for there is no evidence of an intent by Congress to 
override lawful assignments.

II.

	Appellant relies heavily on the following four cases for the 
proposition that unexpected payments from government agencies 
belong to the party whose efforts or expenditures provide the 
reason for the government to make the payments:  Klass v. Twin 
City Fed. Sav. & Loan Ass'n, 291 Minn. 68, 190 N.W.2d 493 
(1971); Seastrand v. D.A. Foley & Co., 144 Minn. 239, 175 
N.W. 117 (1919); Jennison Bros. & Co. v. Chicago & N.W. Ry., 
133 Minn. 268, 158 N.W. 398 (1916); and Vetter v. Sandbo, 114 
Minn. 144, 130 N.W. 450 (1911).  These cases are inapplicable 
here.
	Three of the cases (Seastrand, Jennison, and Vetter) do 
not involve a contractual assignment.  Here, however, there is a 
valid, comprehensive contract between the parties and we cannot 
employ the equitable doctrine that appellant suggests, for 
"equitable relief cannot be granted where the rights of the parties 
are governed by a valid contract."  United States Fire Ins. v. 
Minnesota State Zoological Bd., 307 N.W.2d 490, 497 (Minn. 
1981).
	In the fourth case, Klass, the lessor received a real estate 
tax refund, though the lessee had, in effect, paid the tax.  291 
Minn. at 69-70, 190 N.W.2d at 493-94.  The court awarded the 
refund to the lessee because it had actually paid the refunded 
sums.  291 Minn. at 71-72, 190 N.W.2d at 494-95.  But here, 
neither party paid anything to the government for which a refund 
is now paid; to the contrary, regardless of who receives the 
payment, it is plainly an unexpected windfall, independent of any 
payment made to the government.

	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.
       The legislature gave no indication of the reason for the 
payments.  Appellant would like us to speculate that they 
were simply a generous gift; this is a doubtful theory, for 
Congress is not generally so soft-hearted.  A more 
compelling theory is that the money was intended to make 
funds available to repair buildings that had been allowed to 
deteriorate because of insufficient revenue.