This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).




Maddux Hotel Corporation,



Radisson Hotel Corporation,


Filed February 4, 1997

Reversed and remanded

Short, Judge

Hennepin County District Court

File No. 954222

Frederick E. Finch, Christopher R. Morris, Bassford, Lockhart, Truesdell & Briggs, P.A., 3550 Multifoods Tower, 33 South Sixth Street, Minneapolis, MN 55402 (for appellant)

Gregory M. Bistram, Jason M. Hedican, Briggs & Morgan, P.A., 2200 First National Bank Building, St. Paul, MN 55101 (for respondent)

Considered and decided by Short, Presiding Judge, Amundson, Judge, and Harten, Judge.


SHORT, Judge

This case arises out of a hotel management agreement between Maddux Hotel Corporation (Maddux) and Radisson Hotel Corporation (Radisson), under which Radisson operated the Radisson Metrodome Hotel. Although the management agreement, by its terms, ran through the year 2003, the parties executed a termination agreement in 1989. Following the termination, Maddux sued Radisson for breach of contract and breach of fiduciary duties. The trial court granted summary judgment in favor of Radisson, finding Maddux's claims were barred by an exculpatory clause in the termination agreement. On appeal, Maddux argues fact issues preclude an award of summary judgment. We reverse and remand.


On appeal from summary judgment, this court determines whether genuine issues of material fact exist and whether the trial court erred in its application of the law. State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990); see Minn. R. Civ. P. 56.03 (setting forth trial court standard for summary judgment). We do not defer to the trial court's analysis of purely legal issues. Frost-Benco Elec. Ass'n v. Minnesota Pub. Utils. Comm'n, 358 N.W.2d 639, 642 (Minn. 1984).

The objective of judicial construction of contracts is to ascertain and effectuate the intent of the parties at the time of contracting. Midway Ctr. Assocs. v. Midway Ctr., Inc., 306 Minn. 352, 356, 237 N.W.2d 76, 78 (1975); see Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979) (recognizing fundamental approach of allowing contracting parties' intent to prevail). A contract must be construed as a whole, so as to harmonize all its terms. Country Club Oil Co. v. Lee, 239 Minn. 148, 151-52, 58 N.W.2d 247, 249 (1953), cited in Boe v. Christlieb, 399 N.W.2d 131, 133 (Minn. App. 1987). Unambiguous contract provisions are to be interpreted by the court according to the plain and ordinary meaning of the language. See Trondson v. Janikula, 458 N.W.2d 679, 681 (Minn. 1990) (noting construction of unambiguous contract is question of law); Midway, 306 Minn. at 356, 237 N.W.2d at 78 (requiring courts give effect to plain meaning). However, when a contract is ambiguous, its construction is an issue of fact for the jury. Turner, 276 N.W.2d at 66; see also Current Tech. Concepts, Inc. v. Irie Enters., 530 N.W.2d 539, 543 (Minn. 1995) (stating contract term is ambiguous if reasonably susceptible of more than one meaning).

Radisson argues the exculpatory clause contained in the termination agreement unambiguously bars Maddux's claims arising under the management agreement. We disagree. The language of the exculpatory clause expressly makes it subject to "provi[sions] to the contrary in the Hotel Management Agreement." One such provision to the contrary is an early termination term in the management agreement, which provides that mismanagement claims would survive termination "if either party exercise[d] its right to terminate early." Because the parties terminated the hotel management agreement fourteen years before the end of its term, Maddux argues an "early termination" occurred for purposes of invoking the survival clause. See Webster's New Universal Unabridged Dictionary 569 (Jean L. McKechnie ed., 2d ed. 1983) (defining "early" as "in advance of some * * * expected time"). However, the language of the early termination provision is also susceptible of a second meaning, whereby mismanagement claims would survive only upon an "early termination" that occurs specifically as provided for in the contract: by one of the parties, for an enumerated reason, and under the procedure described in the provision. See Employers Liab. Assurance Corp. v. Morse, 261 Minn. 259, 264-65, 111 N.W.2d 620, 624-25 (1961) (giving effect to specific terms over general terms under principle of ejusdem generis); see, e.g., Burgi v. Eckes, 354 N.W.2d 514, 519 (Minn. App. 1984) (analyzing lease contract that specifically provided for two types of "forced removal," and construing subsequent general use of phrase "forced removal" to be governed by specific provisions).

The existence of ambiguity in a contract provision necessitates the taking of extrinsic evidence to ascertain the mutual intention of the parties at the time of contracting. Transport Indem. Co. v. Dahlen Transp. Inc., 281 Minn. 253, 259, 161 N.W.2d 546, 550 (1968) (quoting Leslie v. Minneapolis Teachers Retirement Fund Ass'n, 218 Minn. 369, 374, 16 N.W.2d 313, 315 (1944). Because the exculpatory clause in the termination agreement is ambiguous when read in conjunction with the management agreement's early termination provision, the trial court erred in granting judgment for Radisson as a matter of law. Accordingly, we reverse and remand to the trial court for further proceedings consistent with this opinion.

Reversed and remanded.