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“Reliance in fraud cases is generally evaluated in the context of the aggrieved party ’s intelligence, experience, and opportunity to investigate the facts at issue.” Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

But “when a contractual provision is clear and unambiguous, courts should not rewrite, modify, or limit its effect by a strained construction.” Valspar Refinish, Inc. v. Gaylord’s, Inc., -65 (Minn. 2009).

Valspar Refinish, Inc. v. Gaylord’s, Inc.

“Contract interpretation is a question of law that [appellate courts] review de novo.” Valspar Refinish, Inc. v. Gaylord’s, Inc., (quotation omitted).

Heating & Air Conditioning, n.1 (Minn. App. 1992); see also Valspar Refinish, Inc. v. Gaylord’s, Inc., (“Waiver generally is a question of fact, and it is rarely to be inferred as a matter of law.” (quotation omitted)); Engstrom v. Farmers & Bankers Life Ins.

Because TBT’s claim involves alleged false representations regarding a future promise, TBT must show that QTE “had no intention to perform at the time the promise was made.” See Valspar Refinish, Inc. v. Gaylord’s, Inc., (quotation omitted).

See Valspar Refinish, Inc. v. Gaylord’s, Inc., -99 (Minn. 1976).

Waiver, on the other hand, is “the intentional relinquishment of a known right.” Valspar Refinish, Inc. v. Gaylord’s, Inc., (quotations omitted).

13 Valspar Refinish, Inc. v. Gaylord’s, Inc.

See Valspar Refinish, Inc. v. Gaylord’s, Inc., (“Contract interpretation is a question of law that we review de novo.” (quotation omitted)); Northfield Care Ctr., 4 Coleman’s expert testified to the following repair costs: $26,667 for the basement floor, $15,107 for the concrete stoops

Valspar Refinish, Inc. v. Gaylord’s, Inc.

“The primary goal of contract interpretation is to ascertain and enforce the intent of the parties.” Valspar Refinish, Inc. v. Gaylord’s, Inc .

“It is the expression of an intention not to insist on what the law affords.” Valspar Refinish, Inc. v. Gaylord’s, Inc. , (quotation omitted).

In their reply brief, appellants respond that they preserved the argument because, in their principal brief, they stated the five elements of a misrepresentation claim as outlined in Valspar Refinish, Inc. v. Gaylord’s, Inc., and those elements do not include the element of duty.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

(quoting Valspar Refinish, Inc. v. Gaylord’s Inc., –65 (Minn. 2009)).

Valspar Refinish, Inc. v. Gaylord’s, Inc.

“[P]arties to a contract may expressly agree that written notice of breach is a condition precedent to bringing a breach of contract claim and that the failure to give written notice bars a subsequent claim.” Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

10 Valspar Refinish, Inc. v. Gaylord ’s, Inc., -65 (Minn. 2009); Roemhildt v. Kristall Dev., Inc. , rev. denied (Minn. July 19, 2011); see also, e.g., Sipe v. STS Mfg., Inc., (applying a de novo standard of review to the decision to grant a motion to dismiss for failure to state a clai

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s Inc.

See Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s , Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.

“Contract interpretation is a question of law that we review de novo.” Valspar Refinish, Inc. v. Gaylord’s, Inc., (citation omitted) (internal quotation marks omitted).

“Waiver generally is a question of fact, and it is ra rely to be inferred as a matter of law.” Valspar Refinish, Inc. v. Gaylord’s Inc. , (quoting Farnum v. Peterson-Biddick Co., 234 N.W.

[that would] permit reasonable persons to draw different conclusions.” Valspar Refinish, Inc. v. Gaylord’s, Inc., (quotation omitted).

“The 16 primary goal of contract interpretation is to determine and enforce the intent of the parties.” see Valspar Refinish, Inc. v. Gaylord’s, Inc.

the falsity of the representation or made without knowing whether it was true or false”; (3) the defendant made the representation with the intent to induce the plaintiff to act in reliance on it; (4) the representation caused the plaintiff to act in reliance on it; and (5) the plaintiff “suffered pecuniary damages as a result of the reliance.” Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord's, Inc.

If a contract is “clear and unambiguous,” a court “should not rewrite, modify, or limit its effect by a 7 strained construction.” Valspar Refinish, Inc., v. Gaylord’s, Inc., -65 (Minn. 2009).

See Valspar Refinish, Inc. v. Gaylord’s, Inc., d 359, 368 (Minn. 2009).

Valspar Refinish, Inc. v. Gaylord’s Inc.

“The primary goal of contract interpretation is to ascertain and enforce the intent of the parties.” Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc. d 359, 364 (Minn. 2009).

Valspar Refinish, Inc. v. Gaylord’s, Inc.

“[W]hen a contractual provision is clear and unambiguous, courts should not rewrite, m odify, or limit its effect by a strained construction.” Valspar Refinish, Inc. v. Gaylord’s Inc. , -65 (Minn. 2009).

Valspar Refinish, Inc. v. Gaylord’s, Inc.

Valspar Refinish, Inc. v. Gaylord’s, Inc.