In re the Estate of Anna McMullen, Deceased.

This opinion will be unpublished and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
A16-1854

In re the Estate of Anna McMullen, Deceased.

Filed June 26, 2017
Affirmed
Reilly, Judge

Cottonwood County District Court
File No. 17-PR-13-564

Kenneth R. White, Law Office of Kenneth R. White, P.C., Mankato, Minnesota; and

Raymond Walz, Walz Law Office, Redwoo d Falls, Minnesota (for appellant Mark
Clennon)

William S. Partridge, Joseph A. Gangi, Farrish Johnson Law Office, Mankato, Minnesota
(for respondent Richard McMullen)

Considered and decided by Johnson, Pres iding Judge; Larkin , Judge; and Reilly,
Judge.
U N P U B L I S H E D O P I N I O N
REILLY, Judge
Appellant Mark Clennon, as personal re presentative of the estate of Anna
McMullen, challenges the district court’s or der denying his petition for a determination
that a farm lease dated April 15, 2011, and re -signed July 19, 2013, is invalid. Because
this farm lease is a new contract and did not modify earlier, expired leases, we affirm.

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FACTS
On October 24, 2013, Anna McMullen (Anna ) died intestate. At the time of her
death, Anna owned two parcels of land, kno wn as the Home Farm and the Ridge Farm.
Located on the Home Farm is a building that Anna used to store farm machinery (Building
Site). Anna is survived by her six children, five of whom now wish to sell all or a portion
of the land to pay the debts of the estate. Respondent Richard McMullen (Richard), who
does not wish to sell, has leased the Home Farm, Ridge Farm, and Building Site for years.
It is the validity of a lease en tered into between Anna and Rich ard that is at issue in this
litigation.
After Richard graduated from high school in 1975, he remained home to help Anna
operate the family farm. At that time, Anna owned only the Home Farm and the Building
Site. In 1978, when Richar d married Susan, the couple m oved onto the Home Farm and
continued to farm the land for Anna. In 19 87, during a downturn in the farm economy,
Richard and Susan borrowed nearly $100,000 to purchase Anna’s interest in the farm
machinery; Anna used this money to avoid foreclosure on the Home Farm. That same
year, Anna leased nearly 140 tillable acres of the Home Farm to Richard and Susan for $70
per acre. In a separate written agreement, Anna leased the Building Site to the couple for
$180 per month. The total annual rent owed under both leases was $11,680. Both leases
terminated by their terms on February 28, 1991. Anna then entered into similarly written,
four-year leases with Richard and Susan in 1992 and in 1996. After the 1996 leases expired
in February 2000, Richard and Susan leased the Home Farm and the Building Site for an
additional nine years under an oral agreement.

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Several years after Richard and Susan firs t rented the Home Farm and the Building
Site, Anna purchased the Ridge Farm. From 1999 to 2007, Anna leased the Ridge Farm to
a third party for approximately $13,500 per year. In 2008, Richard and Susan began leasing
the Ridge Farm under an oral lease, under which they agreed to pay the amount of rent paid
by the previous tenant. The additional acreage increased their total annual rent payment to
Anna from $11,680 per year to over $25,000 per year.
In 2009, the Cottonwood County Farm Serv ices Agency (FSA) told Richard that he
must submit a written lease to continue par ticipating in United States Department of
Agriculture farm programs. Richard discussed this requirement with Anna and, with her
consent, prepared a handwritten lease that Anna signed on March 24, 2009. Anna and
Richard agreed that the rent due under th is lease would remain the same, but the
handwritten lease did not include a rental am ount. Because the FSA required that all
recorded leases disclose the manner in which rent is to be paid, the FSA officer added the
term “for cash rent” before filing the handwritten lease.
Two years later, an FSA officer informed Richard that the 2009 lease was deficient
and requested that Richard file a new lease that specified the date on which the lease would
expire. After Anna informed Richard that “he could rent the land for as long as he wanted,”
the parties signed the April 15 , 2011 lease, a one-page hand written document that stated:
“Richard and Susan McMullen will be the renters of [Anna’s] land for cash rent located in
Sec 12 Selma 1 and Sec 10 Delton 2 for 2011 and thru [sic] 202 5 for the same cash rent

1 The Ridge Farm.
2 The Home Farm and the Building Site.

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$27,000 max.” In 2013, Richar d hired an attorney to draft a typewritten cover sheet that
recited the full legal description of the land, and the names and marital status of each party
to the lease. On July 19, 2013, Richard, Su san, and Anna re-signed the April 2011 lease,
with the new typewritten cover sheet attached, in the presence of a notary public. Richard
recorded the July 2013 agreement in December 2013, shortly after Anna passed away.
After the court appointed appellant to serve as personal representative of the estate,
he filed a “Petition to Sell Real Estate and Release of Farm Lease.” The district court held
a one-day evidentiary hearing on the petition, where the only issue before the district court
was whether the 2011 lease, re-signed in 2013, is an enforceable and valid lease, distinct
from prior leases. After the hearing, the district court denied appellant’s petition,
concluding that the April 2011 and July 2013 agreement was a valid lease that expires in
the year 2025.
This appeal follows.
D E C I S I O N
The lease entered into in April 2011, and re-signed in July 2013, did not extend
or modify the 1996 written leases, which expired in February 2000.

Appellant argues that the lease that is th e subject of this app eal only modified or
extended the 1996 leases. 3 At oral argument, appellant acknowledged that, if the 1996

3 Appellant also contends that the record does not support the district court’s factual finding
that the 2011 document was a new lease agreem ent. In essence, appellant contests the
factual findings that are inconsistent with his theory of the case. “[W]e review the district
court’s factual findings for clear error. That is, we examine th e record to see if there is
reasonable evidence in the record to support the court’s findings.” Rasmussen v. Two
Harbors Fish Co., 832 N.W.2d 790, 797 (Minn. 2013) (quotations and citations omitted).
There is ample evidence in the record to support the district court’s findings that Anna,

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leases remain in effect and were only modified by the 2011 document, he would be able to
cancel the lease after giving pr oper notice. As a threshold matter, the parties dispute
whether our review of the district court’s decision is de novo or for an abuse of discretion.
Because leases are contracts, we apply general principles of contract construction. Knight
v. McGinity , 868 N.W.2d 298, 300 (Minn. App. 20 15). “Contract interpretation is a
question of law that [we] review de novo.” Id. (quotation omitted). We construe leases
“so as to give effect to the intention of the parties.” Id. (quotation omitted).
Before we may address appellant’s ar guments, we must first provide a brief
summary of the history of the parties’ lease agreements. In 1996, Anna, Richard, and Susan
entered into two separate lease agreements: (1) the Home Farm lease and (2) the Building
Site lease.
The 1996 Home Farm lease specified a fi xed four-year term; Richard and Susan
were not required to provide written notice of their intent to terminate the lease. However,
the lease provided that if the couple remained in possession of the real property beyond the
four-year period, Anna could choose to convert the lease into a tenancy at will. But the
record shows that this lease did not convert into a tenancy at will; instead, the parties
intended to enter into a separate oral lease. Under the oral lease, Richard and Susan
continued to rent both the Home Farm and the Building Site from Anna.

Richard, and Susan intended the 2011 agreement to cons titute a distinct, valid, and
enforceable lease.

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Like the 1996 Home Farm lease, the 1996 Building Site lease established a fixed
four-year term, but under the 1996 Building Site lease, Richard and Susan also contracted
to “give [Anna and her husband] 30 days’ written notice before the end of the term . . . that
[the couple] intend[ed] to vacate the property.” If the couple failed to give proper notice,
Anna had the “the option of continuing this lease for 12 additional months without giving
any notice to [Richard and Susan].” Any ex tension under this lease would automatically
expire at the end of the 12-month period in 2001. Again, the record does not show that the
lease continued in effect until 2001; rather, the parties entered into a separate oral
agreement for the lease of the Building Site and the Home Farm upon the expiration of the
1996 leases.
From 2000 to 2009, Richard and Susan con tinued to rent the Home Farm and the
Building Site under an oral lease; the details of which are unclear from the record presented
on appeal. Although we refrain from determining the validity of this oral lease, we note
that a written contract that is not within the statute of frauds may be modified by a
subsequent oral contract. See New Amsterdam Cas. Co. v. Lundquist, 293 Minn. 274, 288,
198 N.W.2d 543, 551 n.5 (1972) (noting that an oral agreement may modify a previous
written indemnity agreement that is not within the statute of frauds). Every contract for
the lease of real property “for a longer period than one year . . . shall be void unless the
contract, or some note or memorandum thereof, expressing the consideration, is in writing
and subscribed by the party by whom the lease . . . is to be made. . . .” Minn. Stat. § 513.05
(2016). Because the 1996 written agreements created leases for real property for a period

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of at least four years, these lease agreements are squarely within the statute of frauds. As
a result, the subsequent oral l ease did not modify the 1996 l eases; rather, the 1996 leases
terminated. Because we conclude that the pa rties’ 2000 oral agreement did not extend or
modify the 1996 written leases, any lease entered into after th e expiration of the parties’
oral lease likewise may not modify or extend the expired leases.
We now review the April 2 011 and July 2013 agreements to determine whether a
valid and enforceable lease exis ts. When the contractual language in a lease is clear and
unambiguous, we must enforce th e agreement as it is expre ssed in the language of the
contract, Dykes v. Sukup Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010), and, in doing so,
we read the language of the contract as a whole and in a manner that gives meaning to all
of its provisions, Brookfield Trade Ctr., Inc. v. Cty. of Ramsey , 584 N.W.2d 390, 394
(Minn. 1998). When the parties have re duced their agreement to an unambiguous
integrated writing, the parol evidence rule pr ohibits “the admission of extrinsic evidence
of prior or contemporaneous oral agreements , or prior written agreements, to explain the
meaning of a contract.” Alpha Real Estate Co. v. Delta Dental Plan of Minn., 664 N.W.2d
303, 312 (Minn. 2003) (quotation omitted). However, when a term or provision of a lease
agreement is ambiguous or incomplete, paro l evidence is admiss ible to “explain the
meaning of its terms.” Flynn v. Sawyer, 272 N.W.2d 904, 908 (Minn. 1978).
With one exception, the lease that is th e subject of this a ppeal is clear and
unambiguous, and may therefore be interpre ted according to its plain and ordinary
language. The lease clearly and unambiguously provides (1) the legal names of the parties,

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(2) an adequate description of the property, (3) a demise or leasing of the property, and
(4) the commencement, duration, and termination of the rental period. See 6A Douglas J.
Carney, Minnesota Practice § 51.1 (3d ed. 2016) (articulati ng that the legal names of the
parties to a contract, an adequate description of the property, a statement of the demise or
letting of the property, the term and expiration of the lease, and the amount of rent to be
paid, are necessary components of a valid lease). While the document does not contain the
legal terminology that is often expected in leases drafted by counsel, the omission of such
language does not invalidate the lease. Id. at §§ 51.1, 51.2.
The district court, however, correctly determined that the language articulating the
annual rent payment owed under the lease is ambiguous because the language “for the same
cash rent” does not expressly identify the amount owed. The district court was therefore
justified in its admission of parol evidence to determine the amount of rent owed under the
lease. Because the amount of rent paid per acre did not vary from 1987 to the
commencement of this litigation, the district court determined that “the same cash rent”
meant $11,680 rent for the Home Farm and th e Building Site, and $13,500 rent for the
Ridge Farm. Under this lease, Anna agreed to lease the Home Farm, the Ridge Farm, and
the Building Site to Richard and Susan for a total annual rent amo unt of approximately
$25,000, and we will not review the adequacy of this consideration. See Cityscapes Dev.,
LLC v. Scheffler, 866 N.W.2d 66, 71 (Minn. App. 2015) (noting that appellate courts need
not examine the adequacy of the consideration given as long as something of value passes
between the parties to the contract). Because the lease contained all essential terms and is

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evidenced by writings, the dist rict court properly determ ined that it is valid and
enforceable.
Affirmed.