IN SUPREME COURT
Court of Appeals
Anderson, Paul H., J.
In the Matter of the Petition of Joshua S. Collier,
in Relation to Property Registered in Certificate
of Title No. 1596547 for an
Order Directing Entry
of a New Certificate and
Filed: February 1, 2007
of Appellate Courts
L L A B U S
Under Minn. Stat.
§ 508.25 (2004), a purchaser of Torrens
property who has actual knowledge of a prior, unregistered interest in the
property is not a good faith purchaser.
considered, and decided by the court en banc.
I N I O N
ANDERSON, Paul H., Justice.
Collier purchased a parcel of Torrens property
with the knowledge that M & I Bank FSB had an unregistered
mortgage and purchase interest in the property.
After purchasing the property, Collier filed a petition in Ramsey County
District Court, seeking an adjudication and declaration of rights in the
property. Collier’s petition named M & I
as a party. M & I moved
for summary judgment, and the district court granted its motion, concluding
that M & I’s interest in the property was superior to Collier’s
interest because Collier was not a good faith purchaser under Minnesota’s Torrens Act. The Minnesota Court of Appeals reversed the
district court, concluding that Collier’s actual knowledge of M & I’s
unregistered interest did not preclude him from being a good faith purchaser. The court of appeals then held that Collier’s
interest in the property was superior to M & I’s interest. We reverse.
September 2000, Joseph Conley obtained a loan from Great Northern Mortgage
Corporation. The loan was secured by a
mortgage on a parcel of Torrens property Conley
owned. The Torrens property subject to
Great Northern’s mortgage is located in Ramsey County,
Minnesota, and was described in the mortgage
as Lot 2, Stipe’s Rearrangement. It is this property that is the subject of
this action. Later in September, Great
Northern assigned the mortgage and its rights in the loan to appellant M & I
Bank FSB. M & I or its
title company filed the mortgage with the Ramsey County Recorder’s office, but did
not file the mortgage with the county’s Registrar of Titles.
In 2002, Conley
defaulted on his loan. M & I
then filed a power of attorney to foreclose on the mortgage and served notice of
the foreclosure on Conley. The Ramsey
County Sheriff’s office held a mortgage foreclosure sale on the property and M & I
purchased it for $118,000. M & I
filed a Sheriff’s Certificate of Sale in the Ramsey County Recorder’s office,
but failed to file its purchase interest with the Registrar of Titles. Shortly thereafter, respondent Joshua Collier
learned of the foreclosure sale through a notice published by the Ramsey County
Sheriff’s office. Collier contacted M & I
and offered to purchase M & I’s interest in the property on
behalf of a real estate investment company.
M & I declined Collier’s offer to purchase the
subsequently conducted a title search on the property, and thereby learned that
M & I had not filed its mortgage or purchase interest with the Ramsey
County Registrar of Titles. Knowing that
the property was Torrens property, Collier
concluded that M & I did not have a validly recorded interest in it. Collier then contacted Conley on his own
behalf and offered to purchase any interest Conley may have had in the property. Conley agreed to sell Collier any such interest
for $5,000 and conveyed his interest to Collier by a warranty deed. On the same day he received the deed from
Conley, Collier obtained a loan from Dennis Wager, repayment of which was
secured by a mortgage on the property Collier had just purchased from
Conley. Collier then filed the Conley
warranty deed and the Wager mortgage with the Registrar of Titles.
A few months
later, Collier initiated this action by filing a petition for a proceeding subsequent
to registration with the Ramsey County District Court. In his petition, Collier acknowledged that, based
on Great Northern’s assignment of its mortgage on the property to
M & I and the Sheriff’s Certificate of Sale, M & I
claimed an interest in the property. But
Collier asserted that neither the mortgage nor Great Northern’s assignment of
its mortgage to M & I had been properly filed and registered with
the Registrar of Titles and that neither interest appeared on the property’s
certificate of title. Consequently, Collier
asserted that M & I had no interest in the property and requested
an adjudication and declaration of the rights of all parties in the property,
In its answer to
Collier’s petition, M & I admitted that its mortgage had not been
registered on the certificate of title. But as an affirmative defense, M & I
asserted that Collier and Wager were not bona fide purchasers of the property
because Collier had knowledge of M & I’s interest in the property
before purchasing the property from Conley.
and M & I all filed motions for summary judgment. Following a hearing, the district court
issued an interlocutory order denying Collier’s and Wager’s motions, denying M & I’s
motion against Wager, and granting M & I’s motion against
Collier. The district court granted M & I’s
motion against Collier based on its interpretation of the term “in good faith”
as used in Minnesota’s
Torrens Act, Minn. Stat. ch. 508 (2004).
The court cited Minn. Stat. § 508.25 (2004), which states:
Every person receiving a
certificate of title pursuant to a decree of registration and every subsequent
purchaser of registered land who receives a certificate of title in good faith and for a valuable
consideration shall hold it free from all encumbrances and adverse claims,
excepting only the estates, mortgages, liens, charges, and interests as may be
noted in the last certificate of title in the office of the registrar * * * .
In a memorandum
accompanying its interlocutory order, the district court stated that the
meaning of the good faith requirement in section 508.25 was “[a]t the heart of
this case.” The court noted that Collier
had actual knowledge of M & I’s mortgage interest in the
property, M & I’s foreclosure of the mortgage, and M & I’s
purchase of the property at the sheriff’s sale.
The court concluded that because Collier knew of M & I’s
interest in the property, Collier was not a good faith purchaser of Conley’s
interest in the property. Therefore, the
court held that M & I’s interest in the property was superior to any
interest Collier obtained from Conley. Following
the court’s order, Wager and M & I executed a stipulation for
dismissal with prejudice, ending Wager’s involvement in this case.
appealed to the court of appeals, arguing that his knowledge of M & I’s
unregistered interest should not have affected the court’s analysis. Specifically, Collier asserted that under the
Torrens Act, M & I’s failure to file its mortgage with the Registrar
of Titles left M & I with no “effective” interest in the property
of which Collier could have known.
The court of
appeals reversed the district court, holding that Collier was a good faith
purchaser under the Torrens Act and that his registered interest was superior
to M & I’s unregistered interest.
In re Collier, 711 N.W.2d 826,
App. 2006). The court’s analysis began
with the premise that the Torrens Act requires a mortgage interest in registered
property to be filed and registered with the registrar of titles in order to
encumber the property. Id.
at 830 (citing Minn. Stat. § 508.54 (2004)).
The court concluded that because M & I failed to file its mortgage
on Conley’s property with the Ramsey County Registrar of Titles, M & I
did not have an interest in the property that affected subsequent purchasers
such as Collier, and instead had only a private contract with Conley.
Id. at 831. The court further concluded that “[a]ctual
notice of a private contract is not the type of notice that prevents a
purchaser from being a good-faith purchaser.”
The court reasoned that Collier’s actual notice of M & I’s
private contract with Conley was not inconsistent with his own purchase of
Conley’s interest in the property, because under the Torrens Act, the land was
unencumbered by M & I’s interest.
M & I
subsequently petitioned our court for review and we granted its petition. M & I asks us to resolve two
issues on appeal: (1) whether Collier’s actual notice of M & I’s
unregistered interest in the Torrens property precludes him from being a good
faith purchaser under Minn. Stat. § 508.25; and (2) whether Collier’s purchase
of Conley’s interest in the property for $5,000 constitutes “valuable
consideration” under section 508.25.
On appeal from
summary judgment, we determine whether there are any genuine issues of material
fact and whether a party is entitled to judgment as a matter of law.
Christensen v. Milbank Ins. Co., 658 N.W.2d
580, 584 (Minn.
2003). When the material facts are not
in dispute, we review the lower court’s application of the law de novo. Leamington
Co. v. Nonprofits’ Ins. Ass’n, 615 N.W.2d 349, 353 (Minn. 2000).
Here, the material facts are not in dispute. The parties agree that M & I
did not file its mortgage or Sheriff’s Certificate of Sale with the Registrar
of Titles. The parties also agree that
Collier purchased Conley’s interest in the property with actual knowledge of M & I’s
interest. Accordingly, we exercise de
This case involves
the Minnesota Torrens Act and Torrens property, and because the Torrens
property system is distinct from the abstract property system, we begin our
analysis with a brief overview of the two property systems and the policy
underlying the Torrens system. Until Minnesota
adopted the Torrens system in 1901, all real
property in the state was abstract property.
Hersh Props., LLC v. McDonald’s
Corp., 588 N.W.2d 728, 733 (Minn.
1999). Under the abstract system, transactions
that affect real property are recorded with the county recorder in the county
where the property is located. Id. The
documents recording the transactions become public records and are a source for
prospective purchasers to ascertain the status of title. Id. These documents are typically summarized in a
single document, called an abstract of title, so that prospective purchasers,
mortgagors, mortgagees, and others may have a source to research the status of
the title. Id. But in addition to the recorded documents,
under the abstract system, a title may be affected by factors not reflected in
the recorded documents. Id. Therefore, a prospective purchaser or mortgagee
must carefully investigate a property’s history and condition in order to
ascertain marketability of the title to that property.
In 1901, the
Minnesota legislature adopted an alternative to the
abstract system—the Torrens system. See Act
of Apr. 11, 1901, ch. 237, 1901 Minn.
Laws 348. The Torrens Act is codified at
Minn. Stat. ch. 508. Under the Torrens
system, a party seeking to register an ownership interest in property applies
for a court adjudication of ownership and a court decree that converts abstract
property into Torrens property. See
Minn. Stat. § 508.22
(2004). A court-appointed officer, the examiner
of titles, oversees the registration process.
Stat. §§ 508.12, 508.13 (2004). After
the court adjudicates ownership and any other existing interests in the
property, the registrar of titles creates a certificate of title, which is
issued to the owner. See Minn. Stat. §§ 508.34, 508.35 (2004). After the issuance of a certificate of title,
any conveyance, lien, instrument, or proceeding that would affect the title to
the now registered Torrens property must be filed and registered with the registrar
of titles in the county where the property is located in order to affect the
title to the Torrens property. Minn.
Stat. § 508.48 (2004).
We have said that
“[t]he purpose of the Torrens system was to create a title registration
procedure intended to simplify conveyancing by eliminating the need to examine
extensive abstracts of title by issuance of a single certificate of title.” Hersh
Props., 588 N.W.2d at 733. Under the
Torrens system, time-consuming and expensive title searches, which characterize
the abstract system, are alleviated because the purchaser of Torrens
property may, subject to limited exceptions, determine the status of title by
inspecting the certificate of title. See id.
M & I
argues that Collier’s actual knowledge of M & I’s unregistered
mortgage and subsequent foreclosure on the property negates the good faith
requirement in section 508.25, and therefore, its interest in the property is
superior to Collier’s. Collier argues
that his actual knowledge of M & I’s unregistered interest does
not affect his status as a good faith purchaser, making his interest superior
to M & I’s.
Collier correctly asserts
Torrens Act places great emphasis on the acts of filing and registration. The Torrens Act provides that “[e]very
conveyance, lien, attachment, order, decree, or judgment, or other instrument
or proceeding, which would affect the title to unregistered land under existing
laws, if recorded * * * shall, in like manner, affect the title to registered
land if filed and registered.” Minn. Stat. § 508.48 (emphasis added). “All interests in registered land, less than
an estate in fee simple, shall be
registered by filing with the registrar * * * .” Minn. Stat. § 508.49 (2004) (emphasis
added). When conveying, mortgaging,
leasing, or otherwise dealing with registered land, “[t]he act of registration
shall be the operative act to convey or affect the land.” Minn. Stat. § 508.47, subd. 1 (2004). Minnesota Statutes § 508.54, which
specifically addresses mortgages, requires that mortgage interests in Torrens property “be registered and take effect upon the
title only from the time of registration.”
Torrens Act makes clear that the acts of filing and registration are critical
in the Torrens system, M & I’s
failure to file its interests in the property with the registrar of titles does
not end our inquiry under the Torrens Act.
Section 508.25 also provides that “every subsequent purchaser of
registered land who receives a certificate of title in good faith and for a valuable consideration shall hold it free
from all encumbrances and adverse claims” except from interests noted on the
certificate of title. (Emphasis
added.) Based on this language, we conclude
that our inquiry must focus on whether Collier’s actual knowledge of M & I’s
unregistered interest in the property affects his status as a good faith
purchaser under section 508.25.
language of section 508.25 remains unchanged from when the Torrens Act was
first codified in Minnesota. See Minn.
Rev. Laws § 3393 (1905). Although the
legislature never defined the meaning of good faith in that section, we conclude
that good faith must mean something; if not, the language would be rendered a
nullity. See Minn. Stat. § 645.17(2) (2004) (directing courts to
presume that the legislature intends an entire statute to be “effective and
certain”). Our analysis indicates that since
the passage of the Torrens Act, the meaning of good faith has been established
through both case law and real estate practice.
As far back as 1913, we presumed that the good faith language in the
Torrens Act contained a notice or knowledge component, when we stated that “one
who purchases from the registered owner for a valuable consideration, in
reliance upon [a Torrens] judgment and without
notice or anything to put him on inquiry, takes the title free from all
‘incumbrances and adverse claims.’” Henry v. White, 123
Minn. 182, 185, 143 N.W. 324, 326 (1913) (emphasis
added) (quoting Minn. Rev. Laws § 3393).
In 1929, we
further discussed the relationship between actual notice and unregistered
interests in Torrens property in In re
Juran, 178 Minn.
55, 226 N.W. 201 (1929). The facts in Juran were as follows. Peterson owned Torrens
property that was encumbered by a registered mortgage. 178
at 57, 226 N.W. at 201. Peterson
executed a contract for deed and a warranty deed on the property to separate parties,
neither of which documents was filed and registered with the registrar of titles.
Id. The warranty deed grantee subsequently executed
a warranty deed to Juran, subject to the contract for deed.
Id. Later, Kroening registered a writ of
attachment against the property with the registrar of titles pursuant to a
legal action he brought against Peterson.
Nearly two months later, Peterson told Kroening’s attorney that he had
sold the property. 178 Minn. at 60-61, 226 N.W.2d at 203. A few months later, Kroening filed with the registrar
of titles a certified copy of a judgment rendered in the action in which the
attachment had been issued, as well as a certified copy of a judgment he had
obtained in a second action against Peterson. 178 Minn.
at 57, 226 N.W.2d at 201. Kroening then
bought the property at a sheriff’s sale, prompting Juran and the contract for
deed grantees to challenge Kroening’s rights in the property. Id. They argued that Kroening had constructive notice
that Peterson no longer had a full interest in the property because others were
living on it. 178 Minn. at 60, 226 N.W. at 202. As part of our decision in Juran we stated that
law possession of registered land is not notice of any rights under an
unregistered deed or contract for deed. [The
Torrens] act abrogates the doctrine of
constructive notice except as to matters noted on the certificate of
title. We think however that it does not do away with the effect of actual
notice, although it undoubtedly imposes the burden of proving such notice
upon the one asserting it.
(emphasis added) (citation omitted).
We concluded in Juran that there was no evidence in the
record suggesting that Kroening had actual notice of the property’s occupation
before he registered the writ of attachment, and we therefore held that Kroening’s
rights under the attachment, judgment, and execution sale were superior to Juran’s
and the contract for deed grantees’ interests.
at 60-61, 226 N.W. at 202-03. But we
also concluded that Kroening’s rights in the property under the judgment in the
second action were inferior and subordinate to Juran’s and the contract for deed
grantees’ rights because Peterson told Kroening’s attorney that he had sold the
property before the judgment in the second action was filed and registered with
the registrar of titles. 178 Minn. at 60-61, 226 N.W.
that our statement in Juran that the Torrens system does not do away with the effect of actual
notice is mere dictum and should be ignored.
We disagree. In Juran, we relied on the actual notice
rule to conclude that Kroening’s rights under the second action were inferior. 178
at 60-61, 226 N.W. at 202-03. Furthermore,
since Juran was decided in 1929, our
court has referenced and relied on Juran’s
“actual notice” pronouncement to varying degrees. See,
e.g., Kane v. State, 237 Minn. 261, 269, 55 N.W.2d 333, 338 (1952) (quoting the Juran syllabus, which contains actual
notice language); Cook v. Luettich,
191 Minn. 6,
8, 252 N.W. 649, 650 (1934) (quoting Juran
syllabus and finding appellant had actual knowledge).
In the past 20
years, three court of appeals cases have shown that court’s acceptance and
reliance on Juran’s actual notice
rule. While these cases do not
constitute precedent for the purpose of our court’s jurisprudence, McClain v. Begley, 465 N.W.2d 680, 682
(Minn. 1991), their reasoning is relevant to the extent it informs us about the
role of actual knowledge in the Torrens system as it is practiced in Minnesota. In Nolan
v. Stuebner, a published opinion, the appellants bought Torrens
property subject to an easement that did not appear on their warranty
deed. 429 N.W.2d 918, 921-22 (Minn. App. 1988), rev. denied (Minn. Dec. 16, 1988). The certificate of title made reference to
the easement, but it appeared the easement may have encumbered a parcel of land
conveyed to a different party. Id. The court of appeals concluded that even if
the certificate was ambiguous as to the placement of the easement, the
appellants had record notice of the easement through the language on the
certificate and actual notice after obtaining a title opinion in which an
attorney confirmed the existence of the easement. Id.at 923.
The court held that the appellants were not bona fide purchasers because
of their record notice, provided by the language on the certificate, and their
actual notice, provided by the title opinion.
In two unpublished opinions, the
court of appeals determined that the good faith requirement in Torrens law is not
met if purchasers of Torrens property have
actual knowledge of an unregistered interest.
In 5th Street Ventures, LLC v.
Frattallone’s Hardware Stores, Inc., the original owner of Torrens property
that included a building agreed to allow the building’s lessee, Frattallone’s,
to use a common area for storage, but the lease was never filed with the registrar
of titles. No. A03-2036, 2004 WL
1878822, at *1 (Minn.
App. Aug. 24, 2004). 5th Street purchased the property and
commenced an unlawful detainer action against Frattallone’s, arguing that
Frattallone’s was not authorized to use the common area. Id. The district court granted summary judgment
to Frattallone’s, concluding that the lease was enforceable as amended, even
though it was not filed and registered with the registrar of titles.
*2. The court of appeals reversed,
holding that genuine issues of material fact existed. Id. at *2-3. The court concluded that if 5th Street “had
actual knowledge of an unrecorded lease at the time of purchase, it cannot
later seek the protection of the Torrens
statute as a good-faith purchaser with no notice.” Id. at *3. The case was then remanded to the district
court to determine whether 5th
Street had actual knowledge of the unrecorded
In In re Willmus, the court of appeals also concluded that actual
notice of an interest in Torrens property can
be determinative of the status of title.
C0-9-1136, 1996 WL 33095 (Minn. App. Jan. 30, 1996), rev. denied (Minn. Mar. 28, 1996). In Willmus,
the Doughertys bought a tract of Torrens property
encumbered by an easement for the benefit of the appellant, but the easement
did not appear on the Doughertys’ certificate of title. Id. at *1. The appellant commenced an action, seeking an
order to require the registrar of titles to enter a memorial, so that the
certificate of title would reflect the easement. Id. The
court of appeals recognized the easement’s existence, but held that on remand, the
appellant needed to prove that the Doughertys had actual knowledge of the
easement in order to overcome the good faith clause in the Torrens Act.
Id. at *2-3.
also appears that real estate practitioners in Minnesota
have come to support and rely on our precedent that actual notice of another’s
unregistered interest in Torrens property can
negate the good faith requirement found in section 508.25. For example, in his amicus brief, Hennepin
County Examiner of Titles Edward A. Bock, Jr.,
asserts that our precedent in Juran “has
provided sound guidance for the operation of the Torrens
system for over 75 years.” Bock claims
that some degree of flexibility makes the Torrens Act more useful and
efficient. He asserts that if a prospective
purchaser could purchase Torrens property and
then file his purchase documents with the registrar of titles when he has
actual notice of another’s unregistered interest, it “would establish a pure
‘race’ situation providing no benefit to good faith purchasers.” Bock claims that such a system would “encourag[e]
unscrupulous persons to seek opportunities to profit at the expense of
others.” He also asserts that our
failure to uphold our ruling in Juran
would create business risks. He claims
that in the ordinary course of business, it may be days between a real estate
closing and filing of the documents with the registrar of titles. During this interval, one who knows of the
closing could take advantage of the delay.
We conclude that
Minnesota courts have relied on our precedent in Juran, and real estate practitioners
have accepted the proposition that to be a good faith purchaser of Torrens property, a purchaser cannot have actual
knowledge of previous, unregistered interests.
See also 25Julie A. Bergh, Minnesota Practice—Real Estate Law ch. 3, § 3.23 (b) (Eileen M. Roberts
ed., 2007 ed.) (“[An] exception to the general rule that unregistered
instruments do not affect registered land arises when there is no intervening
bona fide purchaser for value and there is actual knowledge of the unregistered
interest.”). Thus, we conclude that the
actual notice language in Juran is
not merely dictum, but rather represents long-established precedent of our
We also note that
we have applied principles of equity when a result under the Torrens Act
violates notions of justice and good faith.
See Finnegan v. Gunn, 207 Minn. 480, 292 N.W. 22
(1940). In Finnegan, we concluded that “[n]othing in the Torrens
system indicates that the ancient concepts of equity are not applicable” under
certain circumstances. 207 Minn. at 482, 292 N.W.
at 23. See also Mill City Heating & Air Conditioning Co. v. Nelson,
351 N.W.2d 362, 365 (Minn. 1984) (requiring a subcontractor to provide prelien
notice of a mechanic’s lien to purchasers of Torrens property who had not yet
filed their ownership interest with the registrar of titles, because failure to
do so produced an “unfair and
unreasonable” result). But, because
equitable concepts are not necessary to our holding in this case, we mention
this precedent only as an additional point of reference for our ultimate
also argues that even if we hold that the actual notice language in Juran is not mere dictum, there is other
case law that would permit us to refashion our definition of actual notice such
that we can and should conclude that he is a good faith purchaser of the
property in accordance with section 508.25.
In support of this corollary argument, Collier relies on language from Comstock & Davis, Inc. v. G.D.S. &
Associates, where the court of appeals stated that actual notice “requires
conveying knowledge of a signed, enforceable agreement.” 481 N.W.2d 82, 85 (Minn. App. 1992). Collier relies on this language in Comstock when he asserts that M & I’s
unregistered mortgage interest is not an enforceable agreement and is
consequently not capable of negating his good faith purchase. While Comstock
did not involve Torrens property, the language quoted above was cited in In re Alchemedes/Brookwood, Ltd. P’ship,
546 N.W.2d 41, 42 (Minn. App. 1996), rev.
denied (Minn. June 7, 1996). In Alchemedes,
the court of appeals held that Midwest Federal, the owner of a mortgage on Torrens property, which included an apartment complex,
had neither actual notice nor actual knowledge of two leases.
42-43. The leases did not appear on the
certificate of title, id. at 41, and
Midwest Federal had no outside knowledge that the leases existed.
Id. at 43. Accordingly, the court of appeals did not have
to determine whether the leases would be enforceable if Midwest Federal had
actual notice or knowledge of the leases.
Because there was no actual notice at issue in these cases, we find
Collier’s citation to the language and reasoning used by the court of appeals
in Comstock and Alchemedes unpersuasive.
We conclude that under
section 508.25, a purchaser of Torrens
property who has actual knowledge of a prior, unregistered interest in the
property is not a good faith purchaser. Here,
Collier gained actual knowledge of M & I’s interest in the
property through the Ramsey County Sheriff’s office’s publication of the notice
of foreclosure sale and through his subsequent negotiations with M & I
to purchase the property. We also
conclude that Collier’s knowledge constitutes actual notice, and since Juran was decided in 1929, the law in
Minnesota has prevented a prospective purchaser with
actual notice of a superior interest in Torrens
property from becoming a good faith purchaser. In the years after Juran,the legislature
has not chosen to alter the relevant language in section 508.25 or define good
faith. Moreover, Minnesota courts have relied on our
precedent, and real estate practitioners have accepted and applied the
foregoing principles without apparent difficulties. We have stated that “[w]e are extremely
reluctant to overrule our precedent under principles of stare decisis” and
require a “compelling reason” to do so. State v. Lee, 706 N.W.2d 491, 494 (Minn. 2005) (citing Oanes
v. Allstate Ins. Co., 617 N.W.2d 401, 406 (Minn. 2000)). The facts in this case offer no compelling
reason to overrule our precedent.
Accordingly, we conclude that M & I’s interest in the
subject property is superior to Collier’s interest.
In rendering this
decision, we decline any entreaty by M & I and amicus to define
the outer contours of actual notice; rather, we limit our holding to the facts
of this case. Also, because we conclude
that Collier is not a good faith purchaser, we do not reach the issue of whether
Collier’s purchase of Conley’s interest in the property for $5,000 constitutes
“valuable consideration” under section 508.25.
Based on the
foregoing analysis, we hold that the district court properly granted summary
judgment in favor of M & I, and that the court of appeals erred when
it reversed the district court’s ruling on M & I’s summary
judgment motion. Therefore, we reverse
and remand to the district court for further proceedings consistent with this