This opinion will be unpublished and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

     Ralph D. Martinson, Assoc., Inc.,


William D. Leverling,



W.E. "Gene'' Tomlinson,
Peterson, Judge

James P. Larkin, Larkin, Hoffman, Daly & Lindgren, Ltd., 1500 Norwest
Financial Center, 7900 Xerxes Avenue South, Bloomington, MN 55431-1194 (for

Jerre A. Miller, Wynn Curtiss, Vesely, Miller & Steiner, P.A., 400 Norwest
Bank Building, 1011 lst Street South, Hopkins, MN 55343 (for Appellant)

Considered and decided by Norton, Presiding Judge, Peterson, Judge, and
Amundson, Judge.
                        Unpublished Opinion


Gene Tomlinson argues the district court erred in holding that an
assignment of a partial interest in a real estate partnership can be
enforced under a written settlement agreement. We affirm.

Appellant W.E. ``Gene'' Tomlinson and defendant William Levering hired
respondent Ralph D. Martinson Assoc., Inc. to provide consulting services
for a real estate development. The parties signed a consulting agreement.
About a year later, the parties signed an amended consulting agreement.
Tomlinson and Levering also both signed promissory notes for the fees owed

to Martinson under the first agreement. As security for the promissory
notes and for the fees that would be due under the amended consulting
agreement, Levering gave Martinson a mortgage on two parcels of land and
Tomlinson assigned Martinson 40% of his interest in Plymouth Development
Company (PDC).

Although Levering later gave the mortgaged land to Martinson and Tomlinson
paid Martinson 40% of the distributions he received from PDC, these
payments were insufficient to pay all the fees owed to Martinson. Martinson
sued to recover the unpaid fees. Levering and Tomlinson agreed that each of
them would pay Martinson $12,500 to settle the case. The parties signed a
settlement agreement that provided:
        Ralph D. Martinson Assoc., Inc. and Ralph D.
        Martinson and W. E. (Gene) Tomlinson, hereby release
        each other from all claims of any kind or nature
        arising out of the subject matter of this suit
        except claims for enforcement of this agreement and
        of assignments previously made.

Tomlinson paid Martinson $12,500.

Seven years later, PDC sold real estate it owned and distributed the
proceeds to its partners. When Martinson asked for 40% of Tomlinson's share
of the distribution, Tomlinson refused to pay. Tomlinson claimed the
parties did not intend for him to do anything more than pay $12,500 to
settle the case and that the assignment language in the settlement
agreement was ambiguous and could not be enforced against him. The district
court found that the settlement agreement was unambiguous and ordered
Tomlinson to pay Martinson its share of the PDC distribution pursuant to
the prior assignment.

The purpose of contract interpretation is to give effect to the intent of
the parties. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66
(Minn. 1979). ``'[T]he construction of a writing which is unambiguous is
for the court.''' Hunt v. IBM Mid Am. Employees Fed. Credit Union,
384 N.W.2d 853, 856 (Minn. 1986) (quoting Rooney v. Dayton-Hudson
Corp., 310 Minn. 256, 262 n.2, 246 N.W.2d 170, 173 n.2 (1976) ). When
contract language is ambiguous, however, construction is ``a question of
fact unless the evidence is conclusive.'' Empire State Bank v.
Devereaux, 402 N.W.2d 584, 587 (Minn. App. 1987). Whether a contract is
ambiguous is a question of law. Fena v. Wickstrom, 348 N.W.2d 389,
390 (Minn. App. 1984). We need not defer to a district court's decision on
a question of law. Frost-Benco Elec. Ass'n v. Minnesota Pub. Utils.
Comm'n, 358 N.W.2d 639, 642 (Minn. 1994).

The settlement agreement here released the parties from all claims ``except
claims for enforcement of this agreement and of assignments previously
made.'' This language unambiguously gave Martinson the right to enforce the
settlement and any assignment made before the settlement. Tomlinson
assigned the PDC interest to Martinson before the settlement. Accordingly,
Tomlinson's assignment of the PDC interest to Martinson was enforceable
under the settlement agreement, and Tomlinson must pay Martinson its share
of the PDC distribution pursuant to the assignment.

Because the settlement agreement is unambiguous, we cannot consider any of
the extrinsic evidence submitted by the parties to interpret its
provisions. See Empire State Bank, 402 N.W.2d at 587 (court
may consider extrinsic evidence only to interpret ambiguous contract).