may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (1996).
STATE OF MINNESOTA
IN COURT OF APPEALS
Raychem Corp., et al.,
Filed October 6, 1998
Beltrami County District Court
File No. C9-97-505
Gregory T. Spalj, Julie A. Doherty, Fabyanske, Westra & Hart, P.A., 920 Second Ave. S., Ste. 1100, Minneapolis, MN 55402 (for respondents)
Considered and decided by Shumaker, Presiding Judge, Crippen, Judge, and Klaphake, Judge.
Dan Stice appeals from a summary judgment and award of costs and attorney fees in favor of respondents Raychem Corp. (Raychem) and Kenneth Frederick. Because there are no material facts at issue and Raychem and Frederick are entitled to judgment as a matter of law, we affirm. Further, the trial court did not abuse its discretion in awarding costs and fees pursuant to Minn. Stat. § 549.21 (1996).
Summary judgment is appropriate where there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. Wartnick v. Moss & Barnett, 490 N.W.2d 108, 112 (Minn. 1992). All evidence must be viewed in the light most favorable to the party against whom summary judgment is granted and any doubts as to whether there is an issue of material fact must likewise be resolved in favor of the appellant. Id.
Stice alleges that his son and associate, Jim Stice, contacted Frederick of Raychem concerning the purchase of certain Raychem assets. Jim Stice inquired whether a consortium of interested parties could purchase these assets and mentioned that Medtronic Corporation could be a partner in this consortium. Frederick replied that the highest bidder would be awarded the assets and urged Jim Stice to contact Medtronic. Later, Raychem sold the assets to Medtronic as sole purchaser and not as part of a consortium. Raychem alleges that its contact with Medtronic predated Jim Stice's conversation with Frederick, but Stice denies this allegation. There was no oral or written agreement between Stice and Raychem regarding payment of a referral or "finder's" fee, but Stice sued to recover a referral fee of $200,000.
The most basic requirement of contract law is that there must be a meeting of minds concerning the essential elements of a contract. Minneapolis Cablesystems v. City of Minneapolis, 299 N.W. 2d 121, 122 (Minn. 1980). "Whether a contract is formed is judged objectively by the conduct of the parties, not by their subjective intent." Crince v. Kulzer, 498 N.W.2d 55, 57 (Minn. App. 1993). Even assuming that all of Stice's allegations are true, there is no objective indication that Raychem agreed to the payment of a fee in return for a successful referral of a purchaser. The question of whether Stice's comments preceded or followed Raychem's first contact with Medtronic is immaterial, since no agreement existed concerning referrals. The trial court properly found no contract and ordered summary judgment in favor of Raychem and Frederick.
The trial court is permitted in its discretion to award fees and costs if a party has acted in bad faith or asserted a frivolous claim or defense that is costly to the other party. Minn. Stat. § 549.21 (1996). Such an award will be overturned only if the trial court abused its discretion. Wicker v. City of Maplewood, 386 N.W.2d 327, 329 (Minn. App. 1986). Since Stice's claim is without merit, the trial court did not abuse its discretion in awarding costs and fees.
 Minn. Stat. § 549.21, rather than Minn. Stat. § 549.211 (1997), is the proper statute, because this action was initiated prior to the law change, and acknowledgment of the availability of sanctions was made under the prior law. See Uselman v. Uselman, 464 N.W.2d 130, 140 (Minn. 1990).