Scott Trebelhorn, d/b/a Trebelhorn & Associates, Appellant,

STATE OF MINNESOTA
IN COURT OF APPEALS
A17-0584

Scott Trebelhorn, d/b/a Trebelhorn & Associates,
Appellant,

vs.

Abhishek Agrawal,
Respondent,

RTS Financial Group, LLC,
Respondent.

Filed November 20, 2017
Affirmed
Rodenberg, Judge

Sibley County District Court
File No. 72-CV-15-112

Christopher J. Heinze, Anthony D. Johnson, Kirsten J. Libby, Li bby Law Office, P.A.,
St. Paul, Minnesota (for appellant)

Brian W. Rude, Minneapolis, Minnesota (for respondent Abhishek Agrawal)

Zachary J. Crain, Nilan Johnson Lewis, P.A., Minneapolis, Minnesota (for respondent RTS
Financial Group, LLC)

Considered and decided by Florey, Pr esiding Judge; Rodenberg, Judge; and
Bratvold, Judge.
S Y L L A B U S
The four-year statute of limitations in Article II of the Unif orm Commercial Code
(UCC) applies to claims arising from a sale-o f-goods transaction styled as a suit on an
account stated.

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O P I N I O N
RODENBERG, Judge
Appellant Scott Trebelhorn, d/b/a Treb elhorn & Associates, appeals from the
district court’s grant of summary judgment dismissing his claims against respondents
Abhishek Agrawal (Agrawal) and RTS Financ ial Group, LLC (RTS). He argues that
(1) the Supply Agreement signed by the parties is ambiguous concerning whether Agrawal
is a party to it; (2) his account-stated claim is subject to a six-year, not a four-year, statute
of limitations; and (3) the district court erred in granting summary judgment to RTS based
on its summary disposition of the claims against respondent Agrawal. We affirm.
FACTS
On December 15, 2006, Agrawal signed a written Credit Application and Personal
Guarantee Form (Credit Applic ation). The Credit Application authorized appellant to
obtain credit information on Agrawal and obl igated Agrawal to pay “all outstanding
obligations” resulting from appellant’s extension of credit.
Two weeks later, on December 29, 2006, ap pellant and “Abhishek Agrawal d/b/a
AKSK Financial Corp d/b/a BP/Super Stop & Wash” (referred to as “Dealer” throughout
the agreement) signed a written “Supply Agre ement.” Under the Supply Agreement,
appellant agreed to deliver petroleum produc ts to Agrawal’s gasoline station in Belle
Plaine. The Supply Agreement contained terms regarding volume and pricing, and a
merger clause stating, “This document and any attachments comprise the entire agreement
between the parties and there are no oral or written agreements, pertaining to the sale of
any product which is the subject matter of this Agreement, superseding this Agreement.”

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Section 6(b) of the Supply Agreement stated that “[e]ach of the individuals signing on
behalf of Dealer shall be jointly, severally and personally liable for all financial obligations
of Dealer hereunder.” The Supply Agre ement was signed by “Dealer—Abhishek
Agrawal” and “Jobber—Scott Trebelhorn.”
After the Supply Agreement wa s signed, appellant sold pe troleum to Agrawal. In
April 2010, appellant delivered three shipments of petroleum. Agrawal sold the fuel at his
gas station, but did not pay for it as agreed. On May 14, 2010, appe llant, by mail, sent
Agrawal a notice of default of the Supply Agreement. Appellant also hired RTS to collect
the outstanding balance of $58,630.30 fro m AKSK Financial Corp. (AKSK). RTS
negotiated a settlement with AKSK whereby AKSK was to pay $34,000 to release the
claims against it. Agrawal signed the written settlement agreement on behalf of AKSK.
The agreement provided that appellant would “no longer hold AKSK Financial Corp. liable
for additional amounts, but reserves its right of recourse against the guarantor.” RTS also
sent Agrawal a letter stating that RTS wo uld not further pursue Agrawal or AKSK
regarding these claims.
Appellant sued Agrawal on December 26, 2014, asserting claims for breach of
contract, account stated, and promissory estoppel/unjust enrichment. Appellant also sued
RTS for breach of contract, alle ging that RTS breached its agreement with appellant by
communicating with Agrawal while negotiating with AKSK.
On July 1, 2016, Agrawal moved for su mmary judgment, arguing that appellant’s
claims against him were barred by the statute of limitations. The district court granted
Agrawal’s motion. In its order, the distri ct court found that the Supply Agreement

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unambiguously provided that Agrawal is a part y to it and that claims arising under the
agreement are governed by the UCC’s four-year statute of limitations, which had expired
by the time the summons and complaint was served on Agrawal. The district court held
that appellant could not sue Agrawal under the Credit Application because that agreement
was superseded by the Supply Agreement’s me rger clause, and that appellant’s account-
stated claim, like the Supply Agreement, is subject to the UCC’s four-year statute of
limitations.
On October 13, 2016, appella nt filed a notice of appeal from the district court’s
summary dismissal of his claims against Agrawal. RTS then moved for summary judgment
on October 17, 2016, arguing that appellant had not produced any evidence of damages in
his claim against RTS. On November 4, 20 16, appellant responded to RTS’s motion for
summary judgment, seeking to reserve argume nts on the motion while his appeal against
Agrawal was pending. We dismissed appellant’s appeal from the partial judgment pending
final resolution of appellant’s remaining claims. On February 10, 20 17, the district court
granted RTS’s motion for summary judgment and dismissed the last of appellant’s claims.
Appellant appealed from the judg ment dismissing all of his claims.
ISSUES
I. Did the district court err in dete rmining that the Supply Agreement
unambiguously shows that Agrawal is a party to it?
II. Did the district court err in concluding that all of appellant’s claims are
subject to a four-year period of limitations?

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III. Did the district court err in summarily dismissing appellant’s claims against
RTS?
ANALYSIS
Appellant challenges the district court’s separate summary dismissals of his claims
against both Agrawal and RTS. Summary judg ment is granted when “the pleadings,
depositions, answers to interrogatories, and admissions on file, together with the affidavits,
if any, show that there is no ge nuine issue as to any material fact and that either party is
entitled to a judgment as a ma tter of law.” Minn. R. Civ. P. 56.03. “On appeal from
summary judgment, we must review the record to determine whether there is any genuine
issue of material fact and whet her the district court erred in its application of the law.”
Dahlin v. Kroening, 796 N.W.2d 503, 504-05 (Minn. 2011). We view the evidence in the
light most favorable to the party against whom judgment was granted. Fabio v. Bellomo,
504 N.W.2d 758, 761 (Minn. 1993).
I.
Appellant first contends that the district court erred in granting summary judgment
to Agrawal because the language of the Supp ly Agreement is ambi guous as to whether
Agrawal is a party to that agre ement, creating genuine issues of material fact for trial. If
Agrawal is not a party to the Supply Agreement, which the parties agree involves a sale of
goods, then Agrawal’s liab ility would be under the ear lier agreement wherein he
guaranteed payment for the debts of AKSK.
“Whether language in a contract is plain or ambiguous is a question of law that we
review de novo.” Storms, Inc. v. Mathy Constr. Co., 883 N.W.2d 772, 776 (Minn. 2016).

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Additionally, “[w]hen the intent of the parties can be determ ined from the writing of the
contract, the construction of the instrument is a question of law for the court to resolve, and
this court need not defer to th e district court’s findings.” Alpha Real Estate Co. v. Delta
Dental Plan, 671 N.W.2d 213, 221 (Minn. App. 2003) (quotation omitted), review denied
(Minn. Jan. 20, 2004).
In construing contracts, we look to the language of the contract to determine the
parties’ intent. Dykes v. Sukup Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010). “A contract
is ambiguous if, based upon its language alone , it is reasonably susceptible of more than
one interpretation.” Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003)
(quoting Art Goebel, Inc. v. N. Suburban Agencies, Inc. , 567 N.W.2d 511, 515 (Minn.
1997)). Parol evidence may be considered to determine intent when a contract’s language
is ambiguous. Dykes, 781 N.W.2d at 582. In contrast, we enforce the agreement of the
parties as expressed in the language of the contract when it is unambiguous. Id. “If a
contract is unambiguous, the contract langua ge must be given its plain and ordinary
meaning, and shall be enforced by the courts even if the result is harsh.” Denelsbeck, 666
N.W.2d at 346-47 (quotation omitted). “We construe a contract as a whole and attempt to
harmonize all of its clauses.” Storms, Inc. , 883 N.W.2d at 776 (citing Chergosky v.
Crosstown Bell, Inc., 463 N.W.2d 522, 525 (Minn. 1990)).
The district court found that the Supply Agreement is “unambiguous in showing the
parties’ intent that Agrawal is personally a party to the agreement.” The district court
pointed to three specific areas in the contract that indicated the parties’ intent to include
Agrawal as a party. First, the Supply Agreem ent states that it is an agreement “between

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Abhishek Agrawal d/b/a AKSK Financial Corp d/b/a BP/Super Stop & Wash . . .
(hereinafter referred to as ‘Dealer’); and Scott Trebelhorn d/b/a Trebelhorn & Associates,
or his assignee (hereinafter referred to as ‘Jobber’).” Second, section 6(b) of the Supply
Agreement states that “[e]ach of the individuals signing on behalf of Dealer shall be jointly,
severally, and personally liable for all financia l obligations of Dealer hereunder.” Third,
the signature line is labeled “Dealer—Abhishek Agrawal” and was signed individually by
Agrawal.
While there is some ambiguity in other pa rts of the Supply Ag reement, we agree
with the district court that the agreement is unambiguous in its expression that Agrawal is
a party to it. Section 6(b) clearly and un ambiguously makes the individual signing the
document “personally liable for all financial ob ligations of Dealer.” The signature line
reveals that Agrawal was the only individual w ho signed on behalf of Dealer. Since the
contract explicitly included and bound any individual signing for Dealer, it binds Agrawal.
Minnesota law also supports the conclusion that Agrawal is a party to the Supply
Agreement. A comaker is a party to a contract, while a guarantor is not. Twin City Co-op
Credit Union v. Bartlett, 266 Minn. 366, 369, 123 N.W.2d 675, 677 (1963). A person is a
comaker if the contract personally binds that person, jointly and severally, with a principal.
Id. at 370-71, 123 N.W.2d at 678. A guaranto r, on the other hand, is one whose promise
“is collateral to a primary or principal oblig ation on the part of a nother and which binds
the obligor to performance in the event of nonperformance by such other, the latter being
bound to perform primarily.” Id. at 369, 123 N.W.2d at 677. Accordingly, Agrawal is a
comaker, not a guarantor, under the Supply Ag reement. He is jo intly, severally, and

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personally liable for Dealer’s ob ligations under section 6(b) of the Supply Agreement.
Although appellant seeks to distinguish Twin Cities Co-Op Credit Union because it
involved a negotiable instrument and not a contract, th e supreme court has held that
“between the immediate parties a negotiable instrument is me rely a contract” and will be
interpreted using the same rules that are applied to contracts. Leininger v. Anderson, 255
N.W.2d 22, 31 (Minn. 1977).
Appellant also argues that AKSK, and no t Agrawal individually, performed under
the Supply Agreement, meaning that Agrawal is not a party to the contract in his individual
capacity. Appellant also points to the settlement agreement and RTS’s letter to Agrawal,
both from May 2010, to support his assertion that Agrawal’s indebtedness was different
than that of AKSK. Regardless of whether these contentions are true, the law does not
allow a party to demonstrate ambiguity in an otherwise unambiguous contract by extrinsic
evidence. Am. Bank of St. Paul v. Coating Specialties, Inc., 787 N.W.2d 202, 205 (Minn.
App. 2010), review denied (Minn. Oct. 27, 2010). Instead, “the [unambiguous] contract
language must be given its plain and ordinary meaning, and shall be enforced by the courts
even if the result is harsh.” Denelsbeck, 666 N.W.2d at 346-47. Here, the Supply
Agreement unambiguously provides that Agrawal is a party to it.
II.
Next, appellant argues that the district court erred in applying the UCC’s four-year
statute of limitations to his account-stated claim. He argues that the appropriate limitations
period is six years. Appellant posits that, even if the account-stat ed claim is merely a
reframed breach-of-contract claim, a six-year st atute of limitations applies to it. Minn.

9
Stat. § 541.05, subd. 1 (2016). He further argues that his account-stated claim is different
from his breach-of-contract claim because it has different elements and different remedies.
Finally, appellant argues that no authority supports the distri ct court’s holding that the
applicable statute of limitations is four years rather than six years.
A. The district court correctly determ ined that the Credit Application
merged with and was superseded by the Supply Agreement and that the
four-year statute of limi tations bars claims against Agrawal under the
Supply Agreement.

Appellant contends that his breach of contract and account-stated claims against
Agrawal individually arise from the personal guarantee in the Credit Application, and not
from the Supply Agreement.
Extrinsic evidence beyond the four corners of a contr act is inadmissible to explain
the meaning of a contract that is unambiguous and fully integrated. Alpha Real Estate Co.
v. Delta Dental Plan, 664 N.W.2d 303, 312 (Minn. 2003). As such, when an agreement is
put in writing, “parol evidence is ordinarily inadmissible to vary, contradict, or alter the
written agreement.” Id. (quoting Hruska v. Chandler Assocs., 372 N.W.2d 709, 713 (Minn.
1985)). Generally, “[a] merger clause establishes that the parties intended the writing to
be an integration of their agreement.” Alpha Real Estate Co., 664 N.W.2d at 312.
Here, the Supply Agreement contains a merg er clause in section 12 stating that
“[t]his document and any attachments comprise the entire agreement between the parties
and there are no oral or written agreements, pertaining to the sale of any product which is
the subject matter of this Agreement, superseding this Agreement.” This clause explicitly
states that there are no other agreements regarding the subject matter of the Supply
Agreement. The Credit Application and the Supply Agreement both refer to the same

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subject matter—the delivery of petroleum products and liability to pay for the same. As
such, the merger clause in section 12 of the Supply Agreement merged any other agreement
related to such sales—including the Credit Application—into the Supply Agreement. Once
the Supply Agreement was sign ed, and because Agrawal was a party to it, the Credit
Application was no longer individually enforcea ble against Agrawal. The district court
was correct in concluding that the merger cl ause in the Supply Agreement rendered the
earlier document of no further legal effect.
B. Appellant’s account-stated claim, which arises out of the same
underlying facts as the breach-of-contract claim, is subject to the UCC’s
four-year statute of limitations.

The district court determined that the Supply Agreement is governed by the UCC
because its predominant purpose was the sale of petroleum products, a sale of goods.
Therefore, claims arising from the Supply Agreement are s ubject to the UCC’s four-year
statute of limitations under Minn. Stat. § 336.2-725(1) (2016). On appeal, appellant does
not challenge the district court’s predominan t-purpose determination. Rather, appellant
asserts that his account-stated claim is subject to a six-year statute of limitations even if the
four-year limitations period on his breach-of-contract claim has expired. Minn. Stat.
§ 541.05, subd. 1. Both res pondents argue that appellant’s account-stated claim is a
restated version of his breach-of-contract claim, to which the four-year period of limitations
should apply.
1

1 Respondents also argue that appellant’s acco unt-stated claim fails as a matter of law
regardless of the applicable limitations period. Because this issue was not raised in the
district court, we do not consider it here.

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We review de novo the interpretation and application of a statute of limitations.
Ford v. Minneapolis Pub. Sch. , 874 N.W.2d 231, 232 (Minn. 2016). When determining
which statute of limitations applies to a cau se of action, “we examine the essence or
gravamen of the action.” Weavewood, Inc. v. S & P Home Inv., LLC , 821 N.W.2d 576,
581 (Minn. 2012) (quotation omitted). Put differently, “we examine the real nature of the
action to determine the authority and responsib ilities of a court with respect to a claim.”
Giersdorf v. A & M Constr., Inc. , 820 N.W.2d 16, 21 (Minn. 2012) (quotation omitted).
Statutory limitations periods “cannot be manipulated by the relief sought” or by
emphasizing the nature of the remedy proposed. Portlance v. Golden Valley State Bank ,
405 N.W.2d 240, 242 (Minn. 1987).
Appellant argues that his account-stated claim is not a reframed breach-of-contract
claim because it “has different elements a nd different remedies” than the breach-of-
contract claim. Minnesota law, however, doe s not allow us to determine the applicable
statute of limitations based on the nature of the remedy; the applicable limitations period
is determined by the nature of the wrong. Portlance, 405 N.W.2d at 242-43. As such, our
task is to examine the nature of the wrong alleged to determine the appropriate limitations
period.
Here, the essence of appellant’s allegati ons is that Agrawal did not pay for the
petroleum products he bought and for which he ag reed to pay. In hi s original complaint,
appellant asserted breach of contract, account stated, and unjust enrichment claims as
possible avenues of recovery for this nonpayment. But the only wrong of which appellant
complains is that Agrawal failed to pay for the petroleum products.

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Appellant argues that there is no Minnes ota law supporting the district court’s
application of the UCC’s four-year limitations period to his acco unt-stated claim.
Minnesota cases have not addressed the ques tion of whether an ac count-stated claim,
premised on the same underlying facts as a sale-of-goods transaction governed by the UCC,
is subject to the UCC’s four-year limitations pe riod. This is therefore an issue of first
impression in Minnesota.
The district court, in its very thoro ugh and well-reasoned memorandum, cited a
number of cases from foreign jurisdictions to which it looked for guidance in the absence
of Minnesota cases on the issue. Many of th ese cited cases reflect circumstances similar
to those present here. For example, a plaintiff asserted claims of breach of contract, unjust
enrichment, and account stated against a defendant based on nonpayment for the delivery
of goods by the plaintiff in Herba v. Chichester , 301 A.D.2d 822, 82 3 (N.Y. App. Div.
2003). In Herba, like here, the plaintiff claimed th at, while his breach-of-contract claim
was subject to the UCC’s four-year limitations period, his unjust enrichment and account-
stated claims should have been governed by a six-year statute of limitations. 301 A.D.2d
at 822-23. The New York Appellate Division, however, disagreed; it held that, because all
three claims were “based on the same allega tions, i.e. nonpayment by [the defendant] for
the delivery of goods by plaintiff,” all three causes of action were governed by the UCC’s
four-year statute of limitations. Id. at 823. In a case involving similar facts and decided in
the same year as Herba, the supreme court for Rensselaer County, New York, recognized
that other state courts had “t aken the position that a claim fo r an account stated or other
claim on an account does not allow [a] plaintiff to circumvent the statute of limitations set

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forth in [the] UCC [. . .] where the underlying transaction or contract involved the sale of
goods,” and adopted that position. Troy Boiler Works, Inc. v. Sterile Techs., Inc. , 777
N.Y.S.2d 574, 577 (Sup. Ct. 2003).
Likewise, the District Court for the Western District of Michigan held more recently
that the applicable statute of limitations in a case involving claims for breach of contract,
unjust enrichment, and account stated was four years under the UCC when the “true nature”
of the action was a claim for breach of contract and the “action was expressly based on [a]
failure to perform under the te rms of a written agreement.” Harden v. Autovest, L.L.C. ,
No. 1:15-CV-34, 2015 WL 4583276, at *2-3 (W.D. Mich. July 29, 2015).
These cases, along with others cited by the district court, stand for the proposition
that when the underlying basis of a claim is a transaction involving the sale of goods, the
claim is subject to the UCC’s four-year period of limitations. These holdings are consistent
with the purposes listed in the comment to Minn . Stat. § 336.2-725, that the goal of the
UCC is “[t]o introduce a uniform statute of limitations for sales contracts,” and that Article
2 “takes sales contracts out of the gene ral laws limiting th e time for commencing
contractual actions and select s a four year period as the most appropriate to modern
business practice.” This position has been wi dely adopted by courts in other states. See,
e.g., Greer Limestone Co. v. Nestor, 332 S.E.2d 589, 594 (W. Va. 1985) (holding that “[i]t
is generally held that the statute of limitati ons contained in the UCC . . . supersedes any
general statute of limitations with regard to transactions involving the sale of goods”). We
are unaware of any contrary authority.

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Appellant’s account-stated clai m is based on the same f acts and alleges the same
harm as his breach-of-contract claim; both caus es of action arise out of the claim that
Agrawal failed to pay for the petroleum produ cts delivered to his gasoline station.
Agrawal’s obligation is governed by the Suppl y Agreement—a contract for the sale of
goods—which is subject to the UCC’s four-year limitations period. We hold that the same
statute of limitations applies to appellant’s account-stated claim.
Appellant’s claim against Agrawal accrue d when Agrawal failed to pay for the
petroleum that was delivered in April of 20 10. At the latest, the claim accrued when
appellant sent Agrawal notice of default of the Supply Agreement on May 14, 2010.
Appellant did not serve the summons and complaint on Agrawal until December 26, 2014.
As such, appellant did not sue Agrawal within the applicable four-year limitations period.
His claims are therefore barred, and the distri ct court did not err in summarily dismissing
appellant’s claims against Agrawal on this basis.
III.
Finally, appellant argues that the district court’s grant of summary judgment to RTS
must be reversed because it was “wholly based on the district court’s September 14, 2016
order” dismissing appellant’s claim against Agrawal. In essence, appellant argues that, if
the grant of summary judgment to Agrawal was erroneous, then the summary judgment for
RTS is also erroneous.
Appellant’s claim against RTS is for breach of contract. The essential elements of
a breach-of-contract claim are “(1) formation of a contract, (2) performance by plaintiff of
any conditions precedent to his right to demand performance by the defendant, and

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(3) breach of the contract by the defendant.” Park Nicollet Clinic v. Hamann, 808 N.W.2d
828, 833 (Minn. 2011). We have held that “[l]iability for breach of contract requires proof
that damages resulted from or we re caused by the breach.” Border State Bank of
Greenbush v. Bagley Livestock Exch., Inc., 690 N.W.2d 326, 336 (Minn. App. 2004).
Appellant’s entire claim against RTS is premised on RTS having prevented
appellant from recovering from Agrawal because of its dealings on appellant’s behalf to
obtain a partial recovery from AKSK. Whatever claims appellant might have had against
Agrawal are, as discussed above, barred by the statute of limitations. As such, appellant is
unable to demonstrate any damages occasioned by RTS, even if there was a breach by RTS.
The district court did not err in summarily dismissing appellant’s claims against RTS.
D E C I S I O N
Because the Supply Agreemen t unambiguously provides that Agrawal is a party to
it, and because appellant’s acco unt-stated claim is subject to the UCC’s four-year statute
of limitations, the district court did not err in summarily dismissing appellant’s claims
against Agrawal. Because any claim appellant might have had against Agrawal is barred
by the applicable statute of limitations, the district court did not err in similarly dismissing
appellant’s claims against RTS.
Affirmed.