A17-0997

This opinion will be unpublished and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
A17-0368
A17-0997

In the Matter of the Edward M. Williams Residuary Trust Created Under Article 5 of
Last Will and Testament of Edward M. Williams dated February 1, 1991.

Filed December 26, 2017
Affirmed
Reilly, Judge

Hennepin County District Court
File No. 27-TR-CV-16-24

Thomas E. Marshall, Ivory S. Umanah, Engelmeier & Umanah, P.A., Minneapolis,
Minnesota (for appellant)

Luther M. Amundson, J. Noble Simpson, Maser, Amundson, Boggio & Hendricks, P.A.,
Richfield, Minnesota (for respondent)

Considered and decided by Worke, Presid ing Judge; Rodenberg, 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 challenges the district court’s award of summary judgment to respondent
in this dispute regarding the application of a settlement agre ement to a trust beneficiary.
Appellant argues that the district court er red by ruling that the settlement agreement
prevented appellant from bringing this action. We affirm.

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FACTS
In 1991, Edward M. Williams died, and a tr ust was created pursuant to his will. The
trust contained real property, including a parcel of land in Minnetrista (the Bruhn Property),
and other assets. Edward W illiams was survived by his wi fe, Annabelle Williams, who
was the sole beneficiary of the trust during her lifetime. On her death in 2005, their nine
grandchildren, including David Younes (appe llant), became beneficiaries of the Bruhn
Property, and the Williams’ two daughte rs Catherine Younes and Mary Younes 1 became
beneficiaries to the trust residue. Catherine se rved as trustee (the trustee) for the trust
during the relevant time period of this case. The trustee and Mary disputed aspects of the
trust, and litigation ensued. The parties reached a settlement in 2008, which was recorded
in a settlement agreement. The nine grandc hildren were also par ties to the settlement
agreement. Under the settleme nt agreement, Mary and the trustee resolved the litigation
between them, and Mary received property a nd assets. Mary’s ch ildren Andrew, Aleen,
and David retained an interest in the proceeds of the Bruhn Property, but they agreed that
the trustee had the sole discretion to determin e the terms of sale for the Bruhn Property.
They further relinquished any right to challenge the trustee’s actions with respect to the
Bruhn Property.
Following the execution of the settlement agreement, the trustee did not list the
Bruhn Property for sale. In late 2015 and early 2016, se ven years after entering the
settlement agreement, appellant sent a series of letters to the trus tee inquiring about the

1 Because these individuals share the same last name, we will use their first names for ease
of understanding.

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status of the Bruhn Property and threatened to file suit if th e trustee did not promptly list
the property for sale. After the trustee declined to list th e property for sale, appellant
brought the present action. Soon after appella nt filed suit, the trustee listed the property
for sale. The listing attracted a potential buyer, but the sale was not successful. The Bruhn
Property remained in the trust until late 2016, when it was sold to one of the trustee’s
children. In late 2016, the trustee move d for summary judgment, arguing that the
settlement agreement precluded a ppellant from contes ting any activity by the trustee in
relation to the Bruhn Property. The trustee also moved for sanctions against appellant and
appellant’s attorney under Mi nn. Stat. § 549.211 (2016). The district court granted the
trustee’s motion for summary judgment, ruli ng that appellant breached the settlement
agreement by inserting himself into the sale of the Bruhn Property. By signing the
agreement, appellant agreed to forego involveme nt in any aspect of the sale of the Bruhn
Property, including whether the Bruhn Property is listed. Th e district court ruled that
appellant and appellant’s attorney violated Minn. Stat. § 549.211 and directed them to pay
$7,090.66 to the trustee’s counsel. This appeal followed.
D E C I S I O N
“On appeal from summary judgment, we must review the record to determine
whether there is any genuine issue of material fact and whether the district court erred in
its application of the law.” Dahlin v. Kroening, 796 N.W.2d 503, 504-05 (Minn. 2011).
“We review a district court’s summary judgm ent decision de novo. In doing so, we
determine whether the district court properly applied the law and whether there are genuine
issues of material fact that preclude summary judgment.” Riverview Muir Doran, LLC v.

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JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 20 10) (citation omitted). “We view
the evidence in the light most favorable to the party against whom summary judgment was
granted.” STAR Ctrs., Inc. v. Faegre & Benson, L.L.P. , 644 N.W.2d 72, 76-77 (Minn.
2002) (citations omitted).
There is no genuine issue of ma terial fact for trial when the
nonmoving party presents evid ence which merely creates a
metaphysical doubt as to a f actual issue and which is not
sufficiently probative with respec t to an essential element of
the nonmoving party’s case to permit reasonable persons to
draw different conclusions.

DLH, Inc. v. Russ , 566 N.W.2d 60, 71 (Minn. 1997). “[T]he party resisting summary
judgment must do more than rest on mere averments.” Id.
I. The settlement agreement was unambi guous and precluded appellant from
contesting the sale of the Bruhn Property.

Appellant argues there were genuine issues of material fact whether the settlement
agreement was valid and that th e trustee was not entitled to judgment as a matter of law.
Because the district court correctly determ ined the settlement ag reement unambiguously
precluded appellant from contesting the sale of the Bruhn Property, we affirm.
Settlement agreements are contracts, and we review the language of a contract to
determine the intent of the parties. Dykes v. Sukup Mfg. Co. , 781 N.W.2d 578, 581-82
(Minn. 2010) (citation omitted). When the contract language is clear and unambiguous,
we enforce the agreement according to the language in the contract. Id. “Settlement of an
estate by agreement of all heirs is generally favored, and the right of the heirs to agree
among themselves to alter the interest and amount to which they are entitled under the will
is recognized [in statute].” Swan v. Swan , 308 Minn. 466, 466, 241 N.W.2d 817, 818

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(1976); see Minn. Stat. § 524.3-912 (2016) (“[S]ucc essors [to a trust] may agree among
themselves to alter the interests, shares, or amounts to which they are entitled under [a] will
. . . .”). If the contract langua ge is ambiguous, parol eviden ce may be used to determine
the intent of the parties. Dykes, 781 N.W.2d at 582 (citation omitted). The language of a
contract is ambiguous if it is susceptible to more than one reasona ble interpretation. Id.
(citation omitted). “Whether a contract is ambiguous is a question of law that we review
de novo.” Id. (citation omitted).
The district court determined that, by si gning the settlement agreement, appellant
agreed not to contest the sale of the Bruhn Property. The settlement agreement describes
how Mary was to receive prope rty and a sum of money in exchange for dismissing her
lawsuit. As part of the settlement, appellant waived his rights as an interested person2 and
agreed not to involve himself with the sale of the Bruhn Property. The settlement
agreement was clear on this point:
[T]he Mary Younes Ch ildren shall have no further interest,
claim, or right . . . to any . . . of the assets of the Trust . . . .
[T]he Mary Younes Children . . . hereby acknowledge[] and
agree that [they] are no longer an interested person(s), as
defined in Minnesota Statutes § 524.1-201(24).

. . .

Regarding the Bruhn Property: . . . [t]he Trustee . . . shall have
the right, power, and authority, without any future action by
any party to this Agreement or by the Court, to sell the Bruhn
Property in its sole discretion. . . . The Trustee . . . shall have

2 “‘Interested person’ includes heirs, devis ees, children, spouses, creditors, beneficiaries
and any others having a property right in or claim against the estate of a decedent, ward or
protected person which may be affected by the proceeding.” Minn. Stat. § 524.1-201(33)
(2016).

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sole and absolute discretion to determine the price, terms, and
conditions of the sale of the Bruhn Property. Without . . .
limiting the broad scope of the [T rustee’s discretion], . . . the
Trustee . . . shall use reasonable efforts to obtain a fair price for
the Bruhn Property. . . . Upon th e sale of the Bruhn Property,
the Trustee shall distribute the net proceeds from the sale in
equal shares to the Catherin e Younes Children and the Mary
Younes Children.

. . .

[T]he Mary Younes Children . . . shall [not] have any power,
right, or authority to be involved with, or challenge the actions
of the Trust or any Trustee in connection with the manner of,
the offering or any other aspe ct of the sale of the Bruhn
Property, (including, but not limited to, whether or not the
Bruhn Property is listed . . .).

The foregoing passages from the settlement agreement clearly and unambiguously divest
appellant of his ability to challenge any trustee action with respect to the Bruhn Property.
Appellant breached the settlement agreement by bringing this lawsuit and does not have a
valid claim to challenge the trustee’s acti ons in this matter. Summary judgment was
proper, because the settlement agreement clearly precludes appellant from contesting the
trustee’s decision regarding the sale of the trust property. The trustee was entitled to
judgment as a matter of law, and the dist rict court did not err by granting summary
judgment to the trustee.
II. The settlement agreem ent was supported by adequate consideration.
Appellant argues the settlement agreement is invalid for lack of consideration and
unconscionability; and that the settlement agreement deprived him of legal rights without
receiving anything in return. Consideration is a basic element of c ontract formation.
Cityscapes Dev., LLC v. Scheffler, 866 N.W.2d 66, 71 (Minn. App. 2015). Consideration

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is the giving of something of value to one not otherwise entitled to the thing of value.
Sorenson v. Coast-to-Coast Stores, Inc., 353 N.W.2d 666, 669 (Minn. App. 1984), review
denied (Minn. Nov. 7, 1984). Consideration does not include “[a] promise to do something
that one is already legally obligated to do.” Deli v. Hasselmo, 542 N.W.2d 649, 656 (Minn.
App. 1996), review denied (Minn. Apr. 16, 1996). This court generally does not examine
the adequacy of consideration as long as something of value has passed between the parties.
Cityscapes, 866 N.W.2d at 71. Even so, agreements lacking adequate consideration that
are “clearly erroneous and against both logic and the facts on record” may be
unenforceable. C.H. Robinson Worldwide, Inc. v. FLS Transp., Inc., 772 N.W.2d 528, 534
(Minn. App. 2009) (citation omitted). Inadequate consideration, standing alone, is not
sufficient to establish uncons cionable conduct unless it is “so great as to shock the
conscience.” Peterson v. Holiday Recreational Indus., Inc., 726 N.W.2d 499, 505 (Minn.
App. 2007), review denied (Minn. Feb. 28, 2007).
Appellant claims he rece ived nothing of value in return for relinquishing his
beneficiary rights. To the contrary, appella nt did receive something of value under the
settlement agreement—the benef it of resolving all legal disputes related to the Bruhn
Property and indemnification from tax liability. 3 Because something of value passed

3 The settlement agreement recited,

WHEREAS, the Internal Revenue Service has audited
the federal Estate Tax Return and has assessed additional
federal estate taxes, penalties, and interest against the Estate;

WHEREAS , the Minnesota Department of Revenue
has assessed additional Minnesota estate taxes, penalties, and

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between the parties, we do not consider the adequacy of the consideration. Cityscapes, 866
N.W.2d at 71.
We conclude the settlement agreement wa s valid, unambiguous, and supported by
consideration, and appellant promised not to contest trustee action with respect to the
Bruhn Property. The district court did not err by granting summary judgment to the trustee,
and we affirm.
III. The district court did not abuse its discretion when it imposed sanctions.
Appellant and his attorney argue the di strict court erred by imposing sanctions
against them. This court reviews the district court’s award of sanc tions for an abuse of
discretion. Collins v. Waconia Dodge, Inc. , 793 N.W.2d 142, 145 (Minn. App. 2011),

interest against the Estate ba sed on the adjustments to the
federal Estate Tax Return made by the Internal Revenue
Service;

WHEREAS, the Estate has contested the adjustments
to the federal and Minnesota Estate Tax Returns proposed by
the Internal Revenue Service and the Minnesota Department of
Revenue;

WHEREAS, any adjustments to the Estate Tax Returns
as filed with the Department of the Treasury and with the
Minnesota Department of [R]evenue are appropriate has not
been finally resolved . . . .

. . .

Catherine Younes and the Cath erine Younes Children hereby
release and indemnify Mary Younes and the Mary Younes
Children from any and all liability they may have relating to
amounts due or may be claimed to be due to the Internal
Revenue Service and/or the Minnesota Department of Revenue
relating to the Estate, now or at any time in the future.

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review denied (Minn. Mar. 15, 2011). “The goal of sanctions is not to punish the offender
or to shift fees, but to deter bad faith litigation.” Baertsch v. Baertsch, 886 N.W.2d 235,
238 (Minn. App. 2016) (quotation omitted). An abuse of di scretion occurs when a judge
improperly applies the law to the facts. Ver Kuilen v. Ver Kuilen , 578 N.W.2d 790, 792
(Minn. App. 1998). An abuse of discretion also occurs when the district court rules in a
manner that is “against logic and the facts on [the] record.” O’Donnell v. O’Donnell, 678
N.W.2d 471, 474 (Minn. App. 2004). Under Minn. Stat. § 549.211, subds. 2(1), 3, a court
may impose sanctions if a party presents an argument for “any improper purpose, such as
to harass or to cause unnecessary delay or needless increase in the cost of litigation.”
Appellant’s attorney wrote a series of lette rs to the trustee’s counsel inquiring about
the status of the Bruhn Property and threatened litigation if the property was not listed for
sale. Appellant then filed this lawsuit in th e district court. When the trustee listed the
property for sale two weeks later, appellant persisted in litigating the issue to the present
appeal.
The district court determined that, by si gning the settlement agreement, appellant
previously agreed to “refrain from future disputes” related to the trust. Appellant failed to
honor the agreement by bringing this lawsuit. The district court also determined that
appellant agreed he would not “challenge the actions of the tr ust or trustee in connection
with . . . the sale of the Bruhn Property.” By sending the letters, appellant plainly breached
the settlement agreement. We highlight, as th e district court did be low, that appellant’s
attorney personally negotiated th e settlement agreement, and so was aware of its terms.
Bringing a lawsuit against the trustee was in direct conflict with appellant’s agreement to

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“refrain from future disputes” related to the trust. Because the record supports the district
court’s finding of harassing behavior and its conclusion was not illogical, we affirm.
The trustee argues that the district court abused its discretion by excluding discovery
costs from the sanction award. The district court limited the sanction award to include only
those costs that would have been associated with prevailing on a motion to dismiss, rather
than those for a motion for summary judgment. The district court determined a motion to
dismiss would have been successful and rule d that “[i]t would be unfair to reimburse
expenses beyond those necessary to respond to the action file[d] by Petitioner.” Id.
The trustee argues a rule 12 motion to di smiss would not have been successful,
because the district court would have had to accept appellant’s factual allegations as true.
See Walsh v. U.S. Bank, N.A., 851 N.W.2d 598, 607 (Minn. 2014) (“We accept as true all
factual allegations in a complaint, even broad ones.”). We are not persuaded, because the
district court’s summary judgment ruling was based in law, not facts. The settlement
agreement legally barred appellant’s ability to sue the trustee. Because of the settlement
agreement, any of appellant’s claims against the trustee would “fail[] to state a claim upon
which relief can be granted.” Minn. R. Civ. P. 12.02(e). Appellant’s factual allegations
had no bearing on the district court’s decision to grant a motion to dismiss.
The trustee also contends that the sanc tion award does not serv e to deter bad faith
litigation, as evidenced by this continuing appeal. This court will not upset a sanctions
award unless we find an abuse of discretion. Appellant’s persistence in litigating this case
supports our conclusion that the district court did not abuse its discretion when it imposed
sanctions.

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Because the settlement agreement precluded appellant from bringing this action, the
district court did not err by granting summary j udgment to the trustee. We also conclude
that the district court did not abuse its disc retion by imposing the sa nctions it did against
appellant and his attorney.
Affirmed.