A06-1519

Min-Kota Sales, Inc.,

Appellant,

vs.

Steven Lambert,

Respondent.

Filed July 3, 2007

Affirmed

Willis, Judge

Rice County District Court

File No. C8-05-933

Gerald T. Carroll, Carroll & Carroll, P.A., 222 South Ninth Street, Suite 2960, Minneapolis, MN 55402 (for appellant)

David J. Wymore, Koepke & Daniels, P.A., 3161 Fernbrook Lane North, Plymouth, MN 55447 (for respondent)

Considered and decided by Klaphake, Presiding Judge; Willis, Judge; and Stoneburner, Judge.

U N P U B L I S H E D O P I N I O N

WILLIS, Judge

Appellant challenges the district court’s determination that it is not entitled to replevin of a forklift, arguing that the district court’s findings are clearly erroneous. We affirm.

FACTS

Appellant Min-Kota Sales, Inc. (Min-Kota) sells and erects steel buildings. For some period before March 1992, Min-Kota rented a forklift from Nott Company for $1,800 per month; that forklift is the subject of this litigation. Sometime before March 1992, a representative of Nott Company approached respondent Steven Lambert, then an employee of Min-Kota, and told Lambert that Nott Company was interested in selling the forklift. Lambert told Min-Kota’s owner that the company could purchase the forklift at a discounted price, but the owner told Lambert that Min-Kota did not at that time have sufficient cash flow to make the purchase. The Nott Company representative again discussed the forklift with Lambert, offering an even lower price. On March 6, 1992, Lambert purchased the forklift personally.

The forklift was used by Min-Kota until May 6, 2005, when, after Lambert had ended his employment with Min-Kota, Lambert took the forklift from a Min-Kota job site. Min-Kota brought this action against Lambert, seeking the return of the forklift and damages for Lambert’s “wrongful detention and use” of the forklift, including the reasonable rental value of the forklift for the period of time after Lambert took it from the job site, or, in the alternative, the forklift’s cash value. The district court denied Min-Kota’s motion for prejudgment return of the forklift, and a bench trial was held.

At trial, there was conflicting evidence regarding the ownership of the forklift. Min-Kota’s owner, Darlene Berg, testified that although Lambert originally bought the forklift, Min-Kota purchased it from him under an arrangement by which Min-Kota paid for the forklift, including interest payments, as funds became available. Berg testified that Min-Kota insured the forklift, a Min-Kota employee maintained the forklift, and the forklift was depreciated on Min-Kota’s tax returns.

Lambert testified that he leased the forklift to Min-Kota under an arrangement whereby Min-Kota was to pay him rent at a rate of $1,800 per month until the lease payments equaled Lambert’s purchase price for the forklift, plus interest. Lambert stated that after that point, it was anticipated that Min-Kota would use the forklift rent-free and would receive title to it if and when Lambert received an ownership interest in the company. Lambert testified that the lease payments were sporadic and that when he asked for a lease payment, Berg “would give [him] . . . a random amount of cash.” On cross-examination, Lambert testified that he received a total of five checks from Min-Kota and that the last three checks bore memo entries reading “partial forklift payment,” “balance of forklift,” and “interest on forklift.”

In addition to Lambert’s and Berg’s testimony, there were three other witnesses. William Beckfeld, a former employee of Min-Kota, testified that he understood that it was Lambert’s intention to purchase the forklift and lease it to Min-Kota. The former equipment manager of Min-Kota’s sister company testified that it was the practice in the equipment-leasing industry for a lessee to insure and maintain any rented equipment. And a local general contractor testified that Lambert had lent the forklift to him on occasion.

The district court determined that Min-Kota leased the forklift from Lambert. Specifically, the district court found that “[b]efore the last rental payment was made, [Min-Kota] told [Lambert] it would prefer to cease rental payments when the rental amount paid equaled [Lambert’s] purchase amount plus interest” and Min-Kota would then have free use of the forklift until such time as Lambert was made an owner of Min-Kota, at which point he would “transfer the ownership of the forklift to [Min-Kota].” The district court found further that Lambert maintained the forklift at his home, lent the forklift to other contractors, and told other employees of Min-Kota that he was the owner of the forklift. The district court, consequently, rejected all of Min-Kota’s claims. This appeal follows.

D E C I S I O N

Min-Kota argues that it is entitled to replevin because the district court’s finding that it is not the owner of the forklift is clearly erroneous. We accord great deference to a district court’s findings of fact and will reverse those findings only if they are clearly erroneous. Minn. R. Civ. P. 52.01. A finding is clearly erroneous only if this court is “left with the definite and firm conviction that a mistake has been made.” Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 101 (Minn. 1999) (quoting Gjovik v. Strope, 401 N.W.2d 664, 667 (Minn. 1987)). We give due regard to the district court’s opportunity to judge the credibility of witnesses. Minn. R. Civ. P. 52.01. And we view the record in a light most favorable to the findings. Rogers v. Moore, 603 N.W.2d 650, 656 (Minn. 1999). Thus, this court will affirm the district court’s findings if there is reasonable evidence in the record to support them. Id. But we are not bound by and need not give deference to a district court’s determination of a purely legal issue. Modrow v. JP Foodservice, Inc., 656 N.W.2d 389, 393 (Minn. 2003).

The gist of a replevin action is the determination of the title to and right of possession of an item of personal property. A & A Credit Co. v. Berquist, 230 Minn. 303, 305-06, 41 N.W.2d 582, 584 (1950). A person in peaceful possession of personal property is presumed to be the owner of that property. Anderson v. Gouldberg, 51 Minn. 294, 296, 53 N.W. 636, 637 (1892). And a person who takes property from the peaceful possession of another can only rebut the presumption if he can establish that he has superior title. Id.

Min-Kota contends that Lambert failed to rebut the presumption that Min-Kota was the owner of the forklift, arguing that the district-court finding that Min-Kota leased the forklift from Lambert is clearly erroneous. In support, Min-Kota points to the facts that none of the checks received by Lambert indicated that the check was for rent; that it exercised the “indices of ownership” over the forklift by insuring it, painting it with Min-Kota’s colors and logo, and depreciating it on Min-Kota’s tax returns; and that it maintained the forklift at Min-Kota’s facilities. Min-Kota also points to the fact that although Lambert testified that he rented the forklift for $1,800 monthly, none of the checks he received was for $1,800. And Min-Kota argues that there is insufficient evidence for the district court to have found that under the agreement, Lambert would transfer title of the forklift if and when he was made an owner of Min-Kota.

But contrary to Min-Kota’s argument, there is evidence that Min-Kota leased the forklift: Lambert’s testimony. And Lambert’s testimony was corroborated by Beckfeld, who testified to his understanding that Min-Kota leased the forklift from Lambert. Further, Lambert testified that the reason he did not receive any checks for the precise amount of $1,800 was because of Min-Kota’s cash-flow problems. It is the district court’s prerogative to credit this testimony over that of Berg. See Kellogg v. Woods, 720 N.W.2d 845, 852 (Minn. App. 2006) (noting that “credibility determinations are exclusively the province of the fact-finder”). And this case turns largely, if not entirely, on the district court’s credibility determinations. We therefore conclude that the district court’s finding that Min-Kota leased the forklift from Lambert is not clearly erroneous.

Min-Kota argues next that the fact that Lambert cashed three checks with memo entries reading “partial forklift payment,” “balance of forklift,” and “interest on forklift” constitutes an accord and satisfaction for the purchase of the forklift. We disagree. An accord and satisfaction occurs when a person, with full knowledge of the facts, accepts, as full payment of a claim, an instrument that has conditions attached; the person is then estopped from denying the conditions. T.B.M. Props. v. Arcon Corp., 346 N.W.2d 202, 203 (Minn. App. 1984), review denied (Minn. Oct. 31, 1984). To establish an accord and satisfaction, the proponent must prove, inter alia, that the instrument contained a “conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.” Webb Bus. Promotions, Inc. v. Am. Elecs. & Entm’t Corp., 617 N.W.2d 67, 73 (Minn. 2000). But as Lambert points out, it is not clear from the memo entries that the checks were “tendered as full satisfaction of the claim.” See id.

We conclude that the district court’s determination that Min-Kota leased the forklift from Lambert is not clearly erroneous and that, therefore, the district court properly concluded that Min-Kota was not entitled to replevin of the forklift. We do not, therefore, reach Min-Kota’s arguments that it is entitled to recover the reasonable rental value of the forklift for the period of time after Lambert took it from Min-Kota’s job site or, alternatively, that it is entitled to the forklift’s cash value.

Affirmed.