This opinion will be unpublished and

may not be cited except as provided by

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




Henrietta Beiswenger, et al.,



Sand Hill River Watershed District,


Filed April 15, 1997


Amundson, Judge

Polk County District Court

County District Court File No. C7951483

Michael S. Brouse, Brouse, Woodke & Meyer, P.L.L.P., 108 West First Street, Fosston, MN 56542 (for Respondents)

David J. Hauff, Anderson & Bailly, State Bank Center, Suite 202, 3100 13th Avenue Southwest, P.O. Box 10247, Fargo, ND 58106-0247 (for Appellant)

Rebecca A. Comstock, Alexandra B. Klass, Dorsey & Whitney, L.L.P., 200 South Sixth Street, 1300 Pillsbury Center South, Minneapolis, MN 55402 (for Amicus Curiae Red River Watershed Management Board)

Considered and decided by Amundson, Presiding Judge, Toussaint, Chief Judge, and Klaphake, Judge.



The Sand Hill River Watershed District appeals from a district court order dismissing an established watershed project, contending: (1) the district court erred by equitably estopping the government from asserting that respondents' petition to rescind was not timely submitted and (2) respondents' petition to rescind did not meet applicable statutory requirements for dismissal of a watershed drainage project petition. The Red River Watershed Management Board filed an amicus brief in support of appellant. Respondents contend that, regardless of the timeliness or applicability of their recession petition, the board's decision to establish the watershed project was ultra vires. We reverse.


In 1994, respondents Henrietta Beiswenger, et. al., affected owners of real property, filed a petition for improvement of two drainage ditches in Polk County with the Sand Hill River Watershed District (the board). The board determined that the petition met applicable statutory requirements to initiate a watershed drainage improvement project and held preliminary hearings on the project. An engineer and viewers were appointed and the petitioners filed two cash bonds. A further bond was submitted after approval of the project.

Following a July 13, 1995 watershed district hearing on the drainage project, Allan Dragseth, a petitioner, approached an attorney who had spoken at the hearing and discussed project dismissal requirements under chapter 103E. The attorney explained that dismissal requires a majority of petitioners owning at least sixty percent of the area owned by all of the petitioners as described in the petition. Following the hearing, Dragseth organized counter-petitioners and accumulated ten signatures on a counter-petition. Dragseth estimated that the counter-petitioners owned about seventy percent of all of the petitioners' land and sixty-one percent of the land over which the ditch would pass.

Dragseth engaged in two brief phone conversations with the board's attorney. The first conversation lasted one minute and the board's attorney informed Dragseth that a petition to dismiss is called a rescission petition. During the second short phone conversation Dragseth and the board's attorney discussed the number of petitioners required for a valid rescission petition. The attorney informed Dragseth that the board was operating under chapter 103D, which requires the signatures of one hundred percent of petitioners for a valid rescission petition. Dragseth then decided not to submit a rescission petition signed by fewer than one hundred percent of petitioners.

At the July 20, 1995 preliminary hearing, Dragseth submitted a petition to delay the proceeding. At the next meeting, on August 1, 1995, Dragseth informed the board that a number of petitioners preferred dismissal of the drainage project. The board, nevertheless, voted to establish the project. A group of petitioners submitted a rescission petition on September 22, 1995.

On November 13, 1995, the district court issued an order determining that respondents' recession petition was not timely filed. Following a trial on March 28, 1996, the district court issued an order estopping the board from asserting that respondents' recession petition was not timely filed and ordering the board to determine whether the petition complied with dismissal requirements under Minn. Stat. § 103E.231 (1994). The board appealed that decision to this court, and this court determined that the orders were not final. The case was remanded for further determination by the trial court.

Following remand, the parties submitted the rescission petition to the trial court on stipulated facts. On October 23, 1996, the trial court ordered the watershed drainage project dismissed because the rescission petition met drainage project dismissal requirements under Minn. Stat. § 103E.231 (1996). This appeal followed.


I. Equitable Estoppel

Estoppel is generally a question of fact, and the trial court's decision will not be disturbed unless it is manifestly and palpably contrary to the evidence. In re Liquidation of Excalibur Ins. Co., 519 N.W.2d 494, 498 (Minn. App. 1994), review denied (Minn. Oct. 14, 1994). To establish a claim of equitable estoppel, respondents must prove: (1) appellant knowingly misrepresented a material fact; (2) appellant intended to induce action as a result of the misrepresentation; (3) respondents lacked knowledge of the true facts; and (4) respondents relied upon the misrepresentation to their detriment. In re Liquidation of Excalibur Ins. Co., 519 N.W.2d at 498. Estoppel is not applicable against the government in the absence of affirmative misconduct. REM-Canby, Inc. v. Minnesota Dep't of Human Services, 494 N.W.2d 71, 74 (Minn. App. 1992), review denied (Minn 1993). Although equitable estoppel is not freely applicable against the government, where wrongful conduct threatens to work serious injustice and the public's interest would not be unduly frustrated, the courts may impose estoppel. Mesaba Aviation Div. v. County of Itasca, 258 N.W.2d 877, 880 (Minn. 1977).

The trial court concluded that the short conversation between the board's attorney and Dragseth estopped the board from asserting that the counter-petitioners' petition to rescind was not timely submitted under Minn. Stat. § 103E.231(b) (1994). Appellants assert that respondents failed to establish the elements of an equitable estoppel claim against the government. We agree. The district court's findings and the record are devoid of facts from which to infer any knowing or fraudulent misrepresentation. At most, the record indicates that the board's attorney provided arguably incorrect legal advice. We cannot conclude that the board engaged in wrongful conduct by providing good faith and well-grounded legal advice. See Ridgewood Development Co. v. State, 294 N.W.2d 288, 293 (Minn. 1980) (wrongful conduct is most important element of equitable estoppel claim and balancing is inappropriate in absence of government's wrongful conduct); see also Matter of Westling Mfg., 442 N.W.2d 328, 332 (Minn. App. 1989) (affirmative misconduct is required to estop government and inadvertent, mistaken or imperfect conduct cannot be equated with affirmative misconduct), review denied (Minn. Aug. 25, 1989).

Because we reverse the trial court's imposition of equitable estoppel, we do not reach the issue of whether respondents' petition to rescind would have met applicable statutory requirements for dismissal of a watershed drainage project petition.

II. Ultra Vires

Respondents assert the board's actions in approving establishment of the drainage project were ultra vires because project costs exceeded the bond filed by petitioners. We disagree. There was no determination, prior to establishment of the project on August 1, 1995, that costs exceeded the bond filed by petitioners. Nothing in the record before us indicates that costs, at that time, had exceeded the bond filed. Furthermore, the board properly secured additional bond upon determining that additional bond was necessary.