Aeon, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A16-1755

Aeon,
Appellant,

Maria Antonia Alvarez Baez, et al.,
Appellants,

vs.

Lowry Grove Partnership, LLP,
Respondent,

The Village, LLC,
Respondent.

Filed May 8, 2017
Affirmed in part, reversed in part, and remanded
Rodenberg, Judge

Hennepin County District Court
File No. 27-CV-16-9809

Nicholas J. Nelson, D. Charle s Macdonald, Rachel A. Osdoba , Lauren J. Frank, Julie B.
Wahlstrand, Mark Rosenfeld, Faegre Bake r Daniels LLP, Minneapolis, Minnesota (for
appellant Aeon)

John Cann, Timothy Thompson, Housing Ju stice Center, St. Paul, Minnesota (for
appellants Lowry Grove Residents Association and Maria Antonia Alvarez Baez)

Michael J. Mergens, Marshall S. Lichty, EntrePartner Law Firm , PLLC, Minneapolis,
Minnesota; and Peter J. Diessner, Speete r & Johnson, Minneapolis, Minnesota (for
respondent Lowry Grove Partnership, LLP)

Andrew Bardwell, William R. Skolnick, Skol nick & Joyce, Minneapolis, Minnesota (for
respondent The Village, LLC)

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Lori Swanson, Attorney General, Adam We lle, Jason Pleggenkuhle, Assistant Attorneys
General, St. Paul, Minnesota (for amicus curiae State of Minnesota)

Considered and decided by Rodenberg, Presiding Judge; Ross, Judge; and Stauber,
Judge.
U N P U B L I S H E D O P I N I O N
RODENBERG, Judge
Appellants Aeon, a Minnesota nonprofit corporation, Maria Antonia Alvarez Baez,
and the Lowry Grove Residents Association cha llenge the district court’s grant of partial
judgment on the pleadings dismissing their claims for equitable relief under Minn. Stat.
§ 327C.095 (2016), and denying their motion for partial summary judgment. We affirm in
part, reverse in part, and remand.
FACTS
Lowry Grove is a manufactured-home park which, before this dispute, had 95
occupied lots. In 2016, Lowry Grove was owned by respondent Lowry Grove Partnership
LLP (LGP). On April 24, 2016, LGP sent a notice to all of its park residents that it would
sell the park to respondent The Village LLC (The Village)
1 and that The Village intended
to close the park within one year of the sale. LGP also offered to provide the terms of The
Village’s accepted purchase offer to any resident who requested the information.
LGP’s notice to the park residents referenced Minn. Stat. § 327C.095. That statute
provides that, for a 45-day period after notice is sent from the park owner of a proposed

1 The Village is the assignee of Continental Property Gro up LLC. The parties and the
district court refer to Continental as The Village. We adopt that identification, despite the
purchase agreement at issue having been between Continental and LGP.

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sale, owners of at least 51 percent of the ma nufactured homes in the park (or a nonprofit
organization with written permission from th e owners of at least 51 percent of the
manufactured homes) have “the right to meet the cash price [offered by the prospective
buyer] and execute an agreement to purchase the park for the purposes of keeping the park
as a manufactured housing comm unity.” Minn. Stat. § 327C .095, subd. 6. The same
statute requires the park owner to “accept the offer if it meets the cash price and the same
terms and conditions set forth in the purchaser’s offer.” Id.
Within the defined 45-day period, appe llant Aeon, a nonprofit organization,
presented LGP with what it claims was a valid purchase agreement under subdivision 6, a
check for the required cash price, and signatures from at least 51 percent of Lowry Grove’s
manufactured-home owners granting Aeon perm ission to purchase the park. After
reviewing these documents, LGP decided that it was not required by section 327C.095 to
accept Aeon’s offer for two reasons: Aeon ha d not obtained written permission from at
least 51 percent of the manufactured-home owners in Lowry Park, and the terms of Aeon’s
purchase agreement were different than thos e offered by The Village. After the 45-day
notice period expired, LGP sold the park to The Village.
Appellants sued under section 327C.095. The complaint contained five counts.
Count I alleged that LGP violated Minn. Stat. § 327C.095, subd. 6, by selling the park to
The Village after Aeon made a valid offer, a nd asked the district court to void LGP’s
conveyance to The Village. Co unt II alleged that Minn. Stat . § 327C.095, subd. 7, also
granted appellants a separate right to purcha se the park from The Village, and asked the
district court to order The Villa ge to offer the park for sale to them. Count III asked the

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district court to grant “injunctive relief” and monetary damages for respondents’ violation
of subdivision 6. Count IV asked the court to order LGP to specifically perform the terms
of Aeon’s purchase agreement, because the sale to The Villa ge violated subdivision 6.
Count V asked the district court to orde r LGP to accept Aeon’s purchase agreement
because LGP had violated subdivision 6; or, in the alternative, enjoin The Village from
taking steps to close the park and order The V illage to sell the park to Aeon pursuant to
subdivision 7.
The parties made cross motions for partial judgment on the pleadings. The district
court granted partial judgment on the pleadi ngs in favor of respondents, and dismissed
appellants’ complaint insofar as it sought injunctive relief. It concluded that any relief to
which appellants might be entitled is limited to monetary relief. The district court denied
appellants’ motion for partial judgment on the pleadings, after it determined that (1) Minn.
Stat. § 327C.095, subd. 9, permits only the recovery of monetary damages if a park owner
finalizes a sale in violation of subdivision 6; (2) the statute does not violate appellants’ due
process rights; and (3) appellants do not have an additional right of purchase from The
Village under Minn. Stat. § 327C .095, subd. 7. The district court rejected appellants’
request for permission to move for reconsideration.
This appeal followed.
D E C I S I O N
Appellants raise three issues on appeal. Fi rst, they argue that the district court
incorrectly interpreted Minn. Stat. § 327C.095, subd. 9, by interpreting it so as to limit the
available remedies to the recovery of money damages. Second, they argue that the district

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court’s interpretation of section 327C.095 violates their right to due process of law under
the United States and Minnesota Constitutions. Finally, appellants argue that Minn. Stat.
§ 327C.095, subd. 7, provides park residents with a second 45-day ri ght to purchase the
park after a buyer who intends to close the park completes a purchase of it.
I. Minn. Stat. § 327C.095, subd. 9, permits equitable relief.
In their original complaint, appellants aske d the district court for equitable relief,
including voiding the sale between LPG and The Village, ordering respondents to sell the
park to appellants, enjoining The Village from closing the park , and granting other
unspecified “injunctive relief.” The district court determined that Minn. Stat. § 327C.095,
subd. 9, “limits post-sale remedies to a claim for monetary damages,” and dismissed all of
appellants’ claims of entitlement to injunctive relief.
Review of this portion of the district c ourt’s partial judgment on the pleadings
presents a question of statutory construction; we review de novo. Lee v. Lee, 775 N.W.2d
631, 637 (Minn. 2009). When interpreting statutes, we seek to “ascertain and effectuate
the intention of the legislature.” Minn. Stat. § 645.16 (2016). We give effect to the plain
meaning of a statute’s language when it is clear and unambiguous. Tuma v. Comm’r of
Econ. Sec., 386 N.W.2d 702, 706 (Minn. 1986). We seek to effectuate a statute’s “essential
purpose,” but “will not disregard a statute’s clear language to pursue the spirit of the law.”
Lee v. Fresenius Med. Care, Inc., 741 N.W.2d 117, 123 (Minn. 2007).
Subdivision 9 identifies the remedies available to manufactured-home park
residents when a park owner violates either subdivision 6 or 7, and provides:

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If a manufactured home park is finally sold or converted to
another use in violation of subdivision 6 or 7, the residents do
not have any continuing right to purchase the park as a result
of that sale or conversion. A violation of subdivision 6 or 7 is
subject to section 8.31, except that relief shall be limited so that
questions of marketability of title shall not be affected.

Minn. Stat. § 327C.095, subd. 9. Minn. Stat . § 8.31 (2016), entitles injured persons to
“equitable relief as determined by the court.” Minn. Stat. § 8.31, subd. 3a. Entitlement to
equitable relief may not affect “questions of marketability of title,” but is otherwise
available upon proof of a violation. Minn. Stat. § 327C.095, subd. 9.
Minn. Stat. § 327C.095, subd. 9, therefore unambiguously allows a district court to
grant equitable relief, so long as the relief granted does not affect the marketability of title
to the real estate on which th e manufactured-home park is s ituated. We next consider
whether any or all of appellants’ claims of entitlement to equitable relief for the alleged
statutory violations would, if granted, affect marketability of title.
Under Mattson Ridge, LLC v. Clear Rock Title, LLP, “marketable title is [title] that
is free from reasonable doubt; one that a prude nt person, with full knowledge of all the
facts, would be willing to accept.” 824 N. W.2d 622, 628 (Minn. 2012) (quotations
omitted). We “evaluate the marketability of title from the viewpoin t of the putative
purchaser, not from the position of the seller or a third party.” Id.; see also Howe v. Coates, 97 Minn. 385, 397, 107 N.W. 397, 402 (1906) (stating that we do not distinguish between
law and equity as to what makes a title unmarketable).
A court order voiding a sale to a purchaser raises doubts as to who owns the land.
Such an order would require a purchaser to undertake the burden of litigation to defend his

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title to the property. The same is true of a court-ordered sale of the property to appellants
when a documented sale to The Village has already been consummated. The district court
correctly determined that these types of equitable relief are not permitted by subdivision 9,
because they affect ma rketability of title. Mattson Ridge , 824 N.W.2d at 628 (“The
primary purpose of requiring mark etable title is to protect the purchaser of real property
from having to undertake the burden of litigation to remove or defend against real or
apparent defects in the title.”).
But equitable relief not affecting marketab ility of title is unambiguously available
under the statute. Remedies that would not lead prospective purchasers to doubt whether
they would, upon purchase, have undisputed title to the property do not affect marketability
of title. Expressing no opini on concerning the propriety of such relief, we observe that
appellants have suggested equitable remedies for the claimed statutory violations that
would not affect marketable title, including an injunction preventin g or delaying The
Village from closing the park, ordering The Village to pay for residents’ relocation costs,
ordering appellants to provide educational benefits for children displaced from their school
districts, or transportation benefits for residents required to move from the closed park.
We affirm the district court’s order denyi ng appellants’ request for those forms of
equitable relief that affect marketable title , but we reverse that portion of its order
determining that no other forms of equitable relief are available. Whether the district court
grants other equitable relief on remand lies within the discretion of the district court, and
we express no opinion here concerning whether appellant s should be afforded any
equitable relief on remand or, if such relief is granted, what form or extent of equitable

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relief is appropriate under Minn. Stat. § 327C.09 5, subd. 9. We hold only that the plain
language of the statute allows equitable remedies not affecting marketability of title.
II. The statute does not violate appellants’ due-process rights.

Appellants argue that an interpretation of Minn. Stat. § 327C.095 that does not
permit them injunctive relief to enforce their right of first refusal under subdivision 6 after
a sale has been completed in violation of the statute violates their due-process rights under
the United States and Minnesota Constitutions.
“Whether procedural due-process rights have been violated is a question of law,
which we review de novo.” In re Khan, 804 N.W.2d 132, 137 (M inn. App. 2011). The
United States and Minnesota Constitutions both guarantee the right to due process. U.S.
Const. amend. XIV, § 1; Minn. Const. art. I, § 7. “To determine whether a party has a due
process claim, we conduct two inquiries, first determining whether the party has a
protectable liberty or property interest with which the state interfered and, if so, then
determining whether the procedures used were constitutionally sufficient.” C.O. v. Doe,
757 N.W.2d 343, 349 (Minn. 2008).
The district court determined that the state did not interfere with appellants’ right of
first refusal under subdivision 6, because subd ivision 9 specified that the right of first
refusal was limited and could only be enforc ed until the sale was completed. Appellants
argue that the district court’s interpretati on of the statute renders it unconstitutional.
Appellants argue that the legislature cannot grant limited rights of first refusal, where
deprivation of the right can be effectuated without due process of law.

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Appellants’ due-process argument is premis ed on an employment-law case from
over 30 years ago, Cleveland Bd. of Educ. v. Loudermill , 470 U.S. 532, 1 05 S. Ct. 1487,
(1985). In that case, the United States Supr eme Court held that the Ohio legislature
improperly allowed school boards to fire em ployees without pretermination hearings.
Cleveland Bd. of Educ., 470 U.S. at 542, 105 S. Ct. at 1493. A board of education in that
case argued that state employees only had limited property interests in employment, since
the right to employment was “d efined by, and conditioned on, the legislature’s choice of
procedures for its deprivation.” Id. at 539, 105 S. Ct. at 1492. The Supreme Court rejected
that argument, stating, “While the legislature may elect not to confer a property interest in
[public] employment, it may not constitutionally authorize the deprivation of such an
interest, once conferred, without appropriate procedural safeguards.” Id. at 541, 105 S. Ct.
at 1493 (alteration in original).
We decline to apply the reasoning of Cleveland Bd. of Educ. to the right of first
refusal under Minn. Stat. § 327C.095. In Cleveland Bd. of Educ. , state employees had a
statutory right to “retain their positions duri ng good behavior and efficient service,” and
therefore the statute allowing them to be terminated w ithout a hearing deprived an
employee of that property interest without due process of law. Id. at 538, 542, 105 S. Ct.
at 1491, 1493. Here, appellants have no similar statutory right to retain their right of first
refusal after the sale to another. The plain language of subdivision 9 limits the time within
which the rights granted under the statute ma y be asserted. The legislature, having
identified the period within wh ich the right of first refusal may be exercised, does not
offend the rule of law established by Cleveland Bd. of Educ.

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Moreover, and even if appellants had shown they have a property interest in their
right of first refusal, they fail to identify any state action that deprived them of that right.
Only state actions are constrained by due-pr ocess requirements, and therefore appellants
must identify some state action that interfered with their protected property interest. State
v. Beecroft, 813 N.W.2d 814, 837 (Minn. 2012). Appellants argue that the state acted when
the county recorder or registrar of titles recorded the affidavit, stating that the park owner
complied with the provisions of section 327C.095. Appellants provide no authority for the
proposition that such ministerial acts constitute state action. Alternatively, appellants argue
that “[w]hen the operation of state law extingui shes one person’s interest in real property
in favor of someone else, state action is present without anything further if this effect arose
directly and exclusively from the [s]tatute.” They cite only Ninth Circuit precedent for this
proposition. That precedent is not binding on this court. See Jendro v. Honeywell, Inc. ,
392 N.W.2d 688, 691 n.1 (Minn. App. 1986) (stating that wh ile statutory construction of
federal law by federal courts is entitled to du e respect, this court is bound only by the
statutory interpretations of the Minnesot a Supreme Court and United States Supreme
Court), review denied (Minn. Nov. 19, 1986). We decline appellants’ invitation to expand
the scope of “state action” for due-process purposes where the Minnesota Supreme Court
has not done so. See State v. Rodriguez, 738 N.W.2d 422, 431 (Minn. App. 2007) (“[I]t is
not the role of this court to make a dramatic change in the interpretation of the Minnesota
Constitution when the supreme court has not done so.”), aff’d 754 N.W.2d 672 (Minn.
2008). We affirm the district court’s due-process holding.

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III. Minn. Stat. § 327C.095, subd. 7, do es not provide a second right of
purchase.

Finally, appellants argue that, even if they no longer have a right of first refusal
under Minn. Stat. § 327C.095, subd. 6, they nevertheless have a right to purchase the
property from The Village after another notic e under subdivision 7. The district court
rejected this interpretation of the statute, holding that subdivision 7 applies only when the
decision to close or convert was made after the sale.
Appellants’ argument raises another issue of statutory construction; we again review
de novo. Lee, 775 N.W.2d at 637. “The purpose of statutory interpretation is to ascertain
the intent of the Legislature.” Wayzata Nissan, LLC v. Nissan N. Am., Inc. , 875 N.W.2d
279, 285 (Minn. 2016). If th e words in a statute are clear and unambiguous, we presume
the plain meaning is consistent with the legislature’s intent. Id.; Tuma, 386 N.W.2d at 706.
We can easily ascertain the meaning of Minn. Stat. § 327C.095 from its plain
language. The statute shows that the legisl ature contemplated two scenarios and created
separate subdivisions to appl y in each scenario. First, subdivision 6 applies when,
“[b]efore the execution of an agreement to purchase a manufactured home park, the
purchaser . . . intends to close the manufactur ed home park or convert it to another use
within one year of the execution of the agreement.” Minn. Stat. § 327C.095, subd. 6. The
seller in such a case must pr ovide notice of the proposed sale to residents of the
manufactured-home park. Id. Subdivision 7, on the other hand, plainly applies when “the
purchaser of a manufactured home park decides to convert the park to another use within
one year after the purchase of the park.” Minn. Stat. § 327C.095, subd. 7. In such a case,

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the new owner must provide notice. Id. The key difference between which of these two
subdivisions applies in a given instance is th e timing of purchaser’s decision to close the
park. Subdivision 6 applies when the purchaser buys the park with the intent to close or
convert it. Subdivision 7 applies when the purchaser decides after the purchase to close or
convert the park. Here, it is undisputed The Village purchased the park with the intent to
close it within one year after the purchase. It did not decide to close the park after
purchasing it. Subdivision 6 applies to this fact situation; subdivision 7 does not.
CONCLUSION
Minn. Stat. § 327C.095 precludes any gran t of equitable relief that affects the
marketability of title, but does not preclude other equitable relief. We therefore affirm the
district court’s dismissal of Counts I, II, and IV of appellants’ comp laint, but reverse the
district court’s dismissal of Counts III and V insofar as appellants request equitable relief
not affecting marketability of tit le. We affirm the district court’s denial of relief to
appellants on due-process grounds and its determination that appellants do not have a
second statutory right to purchase the mobile home park under Minn. Stat. § 327C.095,
subd. 7. We remand to the district court for further proceedings.
Affirmed in part, reversed in part, and remanded.