J.C. Allen Co., Inc., 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This opinion will be unpublished and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
A17-1636

J.C. Allen Co., Inc.,
Appellant,

vs.

Wisconsin Central Ltd.,
an Illinois company,
Respondent.

Filed June 11, 2018
Affirmed in part, reversed in part, and remanded
Johnson, Judge

St. Louis County District Court
File No. 69DU-CV-14-217

Eric J. Magnuson, Kelvin D. Collado, Robins Kaplan LLP, Minneapolis, Minnesota; and

Robert E. Mansfield ( pro hac vice ), Mitchell Barlow & Mansfield, Salt Lake City, Utah
(for appellant)

Janet C. Evans, Joy R. Anderson, Richard C. Landon, Gray, Plant, Mooty, Mooty &
Bennett, P.A., Minneapolis, Minnesota (for respondent)

Considered and decided by Worke, Presiding Judge; Johnson, Judge; and Klaphake,
Judge.

Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant
to Minn. Const. art. VI, § 10.

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U N P U B L I S H E D O P I N I O N
JOHNSON, Judge
When taconite is shipped by rail from production facilities on the Iron Range to
ports on Lake Superior, it tends to spill onto the railroad tracks. In this case, a railroad
retained a company to pick up, clean, and sell the taconite pellets that had accumulated on
its tracks. After disagreements arose, the railroad terminated the contract. The contractor
sued the railroad, alleging various contract-based claims. The district court entered
judgment for the railroad. We affirm in substantial part but reverse and remand on one of
the contractor’s claims.
FACTS
Wisconsin Central Ltd. (WCL) , a subsidiary of the Canadian National Railwa y,
operates railroad lines in, among other places, northeastern Minnesota . The J.C. Allen
Company (JCA) provides services to railroads, including the service of reclaiming taconite
pellets lying on the ground along railroad tracks.
In May 2012, WCL and JCA began discussions concerning the reclamation of
taconite pellets along approximately 75 miles of WCL’s tracks connecting Hibbing and the
port at Two Harbors. Over several months, the two companies discussed the scope and
nature of the work to be performed and the estimated amount of taconite along WCL’s
tracks. WCL and JCA eventually entered into a written agreement that is dated August 24,
2012.
In the written agreement, the parties agreed that JCA’s work wou ld occur in two
phases. First, JCA agreed to “pick up, clean, load into cars, and stockpile” taconite pellets

3
lying between the rails of WCL’s tracks and within one foot of the outside of the rail s.
Second, JCA agreed to remove and reclaim taconite pelle ts lying more than one foot
outside the rails of WCL’s tracks and to reclaim piles of taconite pellets that had spilled
during derailments. The parties agreed that JCA would “furnish all the material,
supervision, labor, equipment , tools, supplies, incide ntals and transportation, except as
otherwise agreed to by the Parties, and execute, construct and finish, in an expeditious,
substantial and workmanlike manner, satisfactory to [WCL], projects or other work as are
agreed to by the Parties.” The parties a greed that WCL would pay JCA $30 per ton of
taconite pellets during the first phase and $40 per ton during the second phase. The
agreement states that WCL “shall have the right at any time to terminate this Agreement
by giving written or verbal notice to” JCA.
JCA began work in November 2012. JCA suspended its work for the winter in mid-
December 2012. JCA reported to WCL th at it had reclaimed a total of 15,600 tons of
taconite pellets in 2012. WCL paid JCA $421,200 for the services it performed during that
period.
JCA resumed its work in April 2013. Soon thereafter , WCL’s track supervisor ,
Travis Nichols, received a report from WCL’s track inspector that JCA was removing too
much of the non -taconite rock from the railroad bed. The track inspector was concerned
that JCA’s excessive removal of non-taconite rock was causing deterioration of the railroad
bed and was causing WCL to overpay for JCA’s services. The track inspector also
expressed concern about the amount of debris that JCA was leaving behind in the ditches
along the tracks.

4
In May 2013, Nichols told JCA to stop work until further notice. That same month,
a WCL field engineer conduct ed an engineering survey of the materials that JCA had
removed and stockpiled. It was determined that the stockpiles contained less than half the
tonnage of taconite that JCA had reported. In July 2013, a JCA employee sent an e-mail
message to Michael Suter, WCL’s director of dock operations, inquiring when JCA could
expect a decision from WCL. I n response , Suter wrote that, “unless and until [ Chad
Anderson, WCL’s Regional Chief Engineer,] says differently, the work you performed was
terminated” and that, “if he said you’re no longer allowed to perform work, then that’s the
answer.” WCL did not pay JCA for the services it performed in 2013.
In March 2014, JCA commenced this action against WCL. JCA alleged five causes
of action: (1) breach of written contract, (2) breach of the covenant of good faith and fair
dealing, (3) a claim seeking a declaration that JCA has a valid mechanic’s lien; (4) breach
of oral contract; and (5) promissory estoppel.
In November 2015, WCL moved for summary judgment on all of JCA’s claims.
The district court granted the motion in part and denied it in part. After the district court’s
ruling, two claims remained. At a subsequent pre-trial conference , JCA informed the
district court that it ha d no evidence of damages on one of its remaining claims, a claim
alleging that WCL failed to give “clear notice” of its termination of the contract .
Accordingly, the district court dismissed that claim with prejudice. The parties later settled
the sole remaining claim, a claim that WCL breached the written contract by not paying
JCA for the services it performed in April and May 2013, and the parties stipulated to the

5
dismissal of that claim. Accordingly, the district court dismissed the sole remaining claim
with prejudice. The district court administrator then entered final judgment. JCA appeals.
D E C I S I O N
JCA argues that the district court erred by granting WCL’s motion for summary
judgment in part . A dist rict court must grant a motion for summary judgment “if the
pleadings, depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to any material fact and that either
party is entitled to a judgment as a matter of law.” Minn. R. Civ. P. 56.03. A genuine issue
of material fact exists if a rational trier of fact, considering the record as a whole, could
find for the nonmoving party. Frieler v. Carlson Mktg. Grp., 751 N.W.2d 558, 564 (Minn.
2008). This court applies a de novo standard of review to the district court ’s legal
conclusions on summary judgment and views “the evidence in the light most favorable to
the party against whom summary judgment was granted. ” Commerce Bank v. West Bend
Mut. Ins. Co., 870 N.W.2d 770, 773 (Minn. 2015).
I. Claim of Breach of Written Contract
JCA argues that the district court erred by granting WCL’s summary-judgment
motion with respect to count 1, JCA ’s claim of breach of written contract. To establish a
breach-of-contract claim, a plaintiff must prove three elements: “(1) formation of a
contract, (2) performance by plaintiff of any conditions precedent to his right to demand
performance by the defendant, and (3) breach of the contract by defendant.” Park Nicollet
Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn. 2011).

6
JCA claims that WCL breached the written contract in four ways . Accordingly ,
JCA is pursuing four separate breach -of-contract claims, which may be summarized as
follows: (1) WCL breached the written contract by terminating the contractual relationship
before paying JCA for the services it had performed, (2) WCL breached the written contract
by suspending JCA’s work in May 2013, (3) WCL breached the written contrac t by not
providing railcars to JCA, and (4) WCL breached the written contract by not facilitating
the scheduling of JCA’s work on WCL’s tracks.
A. Termination of Contract
JCA argues that WCL breached the written contract by terminating the contract
before paying JCA for the services it had performed. The issue is governed by paragraph
12 of the agreement, which provides as follows:
[WCL] shall have the right at any time to terminate this
Agreement by giving written or verbal notice to [JCA]. Upon
receiving such notice, [JCA] shall promptly stop all Work.
[WCL] shall pay [JCA] for all Work completed and accepted
before [WCL] terminates the Work. [JCA] shall not suspend
Work under this Agreement without the approval of [WCL].

JCA contends that the contract required WCL to pay JCA before WCL terminated the
contract. Specifically, JCA asserts, “ Before WCL could terminate the contract, it was
required to pay J.C. Allen for all work that J.C. Allen had complete d and that WCL had
accepted.”
JCA’s contention requires us to interpret paragraph 12 of the agreement. “The
primary goal of contract interpretation is to ascertain and enforce the intent of the parties.”
Valspar Refinish, Inc. v. Gaylord’ s, Inc. , 764 N.W.2d 359, 364 (Minn. 2009); see also

7
Travertine Corp. v. Lexington –Silverwood, 683 N.W.2d 267, 271 (Minn. 2004). The
corollary to this principle i s that “the intent of the parties is determined from the plain
language of the instrument itself,” so long as the agreement is unambiguous. Travertine
Corp., 683 N.W.2d at 271. “When the language is clear and unambiguous, we enforce the
agreement of the parties as expressed in the language of the contract.” Dykes v. Sukup Mfg.
Co., 781 N.W.2d 578, 582 (Minn. 2010). A contract is ambiguous “if, judged by its
language alone and without resort to parol evidence, it is reasonably susceptible of more
than one meaning.” Metro Office Parks Co. v. Control Data Co., 295 Minn. 348, 351, 205
N.W.2d 121, 123 (1973). “We construe a contract as a whole and attempt to harmonize all
of its clauses. ” Storms, Inc. v. Mathy Const r. Co., 883 N.W.2d 772, 776 (Minn. 2016).
This court applies a de novo standard of review to the question whether a contract is
ambiguous. Carlson v. Allstate Ins. Co., 749 N.W.2d 41, 45 (Minn. 2008).
Paragraph 12 is not reasonably susceptible to more than one meaning and, thus, is
not ambiguous. See Metro Office Parks Co., 295 Minn. at 351, 205 N.W.2d at 123. The
first sentence states, without qualification, that WCL may terminate the agreement “at any
time.” In the third sentence, the prepositional phrase “before [WCL] terminates the Work”
modifies the noun phrase that immediately precedes it, “all Work completed and accepted.”
Accordingly, the third se ntence provides that the work for which WCL must pay is the
work that JCA completed before its work was terminated. The prepositional phrase “before
[WCL] terminates the Work” does not impose a condition precedent on the main clause,
“[WCL] shall pay [JCA] . . . .” Accordingly, the third sentence does not provide that WCL
must pay JCA before WCL terminates JCA’s work. Furthermore, another paragraph of the

8
agreement provides that the amount due to JCA must be determined by “a n engineering
survey of pile volumes,” which , as a practical matter, cannot occur unless and until JCA
has stopped work. Considering paragraph 12 as a whole and in the context of the entire
agreement, WCL was not required to make full payment to JCA before WCL terminated
the contract.
Thus, the district court did not err by granting WCL’s summary-judgment motion
on JCA’s claim that WCL breached the written contract by terminating the contract before
paying JCA for the services it had performed.
B. Suspension of Work
JCA argues that WCL breached the written contract in May 2013 by suspending
JCA’s work, thereby “hinder[ing] or render[ing] impossible” JCA’s performance under the
contract.
JCA contends that WCL committed a breach because the agreement “does not
contain any provisions allowing WCL to suspend work under the contract.” Indeed, the
agreement does not contain a provision that either allows WCL to suspend JCA’s work or
prohibits WCL from suspending JCA’s work. In the absence o f a contractual provision
concerning the suspension of JCA’s work by WCL, JCA cannot establish that WCL
breached the contract. Other provisions indicate that WCL is not prohibited from
suspending JCA’s work. For example, t he agreement expressly states th at WCL “shall
have the right at any time to terminate this Agreement ,” which implies that WCL has the
right to the less-extreme step of suspending work. The agreement expressly states that JCA
“shall not suspend Work under th is A greement without the approval of” WCL , which

9
suggests by omission that WCL is not restricted from suspending JCA’s work and that
WCL retains control over whether and when JCA may perform work under the contract.
In short, the contract does not prohibit WCL from suspending JCA’s work.
Thus, the district court did not err by granting WCL’s summary-judgment motion
on JCA’s claim that WCL breached the written contract by suspending JCA’s work.
C. Provision of Railcars
JCA argues that WCL breached the written contract by not providing railcars to JCA
for JCA’s use during its performance under the contract.
Paragraph 1 of the a greement provides , “[JCA] shall furnish all the material,
supervision, labor, equipment, tools, supplies, incidentals and transportation, except as
otherwise agreed by the Parties . . . .” (Emphasis added.) JCA contends that the parties
“otherwise agreed” that WCL would provide railcars to JCA. JCA’s contention is based
primarily on one e-mail string in which a JCA employee asked for two side-dump cars and
eight to ten ore cars and a WCL employee responded by writing, “I don’t think the two
side dumps will be an issue.” JCA also relies on a brief statement in the deposition
testimony of JCA’s principal, Allen Stute lberg: “We didn’t get one car , [and] we were
promised 25.” In response, WCL argues that it never entered into a general agreement to
provide JCA with railcars, which is consistent with the deposition testimony of three WCL
employees.
JCA’s evidence that WCL entered into a separate agreement to provide railcars to
JCA is lacking in specifics. JCA did not introduce any evidence concerning which
employee of WCL entered into a separate agreement to provide railcars, when the separate

10
agreement was made, what form it took, and what terms it included. Stutelberg stated in
an affidavit merely that he “anticipated using rail cars furnished by WCL,” but he did not
explain the basis of that expectation. Stutelberg testified in his deposition that “we were
promised 25” railcars, but he did not explain, in the deposition or elsewhere, who made the
alleged promise, when and where it was made, and the context of the discussion. It is
unclear even whether the “promise” or any other alleged separate agreement was made
before or after the written agreement was signed by the parties.
JCA’s evidence is simply too general, vague, and conclusory. On a motion for
summary judgment, the non -moving party may not rest on “mere averments” but, rather,
“must present specific facts showing that there is a genuine issue for trial.” Minn. R. Civ.
P. 56.05. In other words , the non -moving party “may not establish genuine issues of
material fact by relying upon . . . conclusory allegations.” Dyrdal v. Golden Nuggets, Inc.,
689 N.W.2d 779, 783 (Minn. 2004). Furthermore, the non-moving party must introduce
evidence that is more than “merely colorable” and more than a “scintilla” ; the evidence
must be “significantly probative.” DLH, Inc. v. Russ, 566 N.W.2d 60, 70-71 (Minn. 1997)
(quotation omitted). Moreover, “when determining whether a genuine issue of material
fact for trial exists, the court is not required to ignore its conclusion that a particular piece
of evidence may have no probative value, such that reasonable persons could no t draw
different conclusions from the evidence presented.” Id. at 70. These principles are
implicated here. JCA has not presented specific facts or submitted evidence that is
significantly probative of a separate agreement for the provision of railcars. Rather, JCA
has made only broad, general, and vague statements about a promise. JCA’s evidence of

11
a separate agreement concerning the provision of railcars does not create a genuine issue
of material fact.
Thus, the district court did not err by granti ng WCL’s summary-judgment motion
on JCA’s claim that WCL breached the written contract by not providing railcars to JCA
for its use during its performance under the contract.
D. Scheduling of Track Time
JCA argues that WCL breached the written contract by not scheduling sufficient
time when JCA could perform its work on WCL’s tracks.
Paragraph E of Exhibit A to the contract provides as follows: “[JCA] and [WCL]
acknowledge that when removing product from between and near the track that scheduling
the work between the parties will be necessary. The Parties agree to work to schedule the
work to accommodate both parties in completing their tasks efficiently as muc h as
possible.” In a related provision, paragraph 9 of the contract states that JCA “shall not . . .
interfere with the movement of trains or other operations of” WCL. JCA contends that
WCL did not fulfill its obligation under paragraph E and that, as a result, JCA was unable
to work as efficiently as possible, whic h resulted in diminished income during the period
before the termination of the contract.
The relevant evidence in the summary-judgment record does not clearly indicate
whether WCL complied with or breached paragraph E. D uring contract negotiations,
Stutelberg informed WCL that JCA would need six hours of track time in a ten-hour day.
It is unclear whether WCL agreed to such an amount; some evidence may indicate that
WCL was willing to allow only two or three hours of track time per day. Stutelberg

12
testified generally in his deposition that JCA “didn’t get track time” and that, as a result,
one of its machines sat idle. Another JCA employee testified in his deposition that daily
track time varied considerably, from 45 minutes to six hours. WCL’s ev idence is not
significantly different from JCA’s evidence. One WCL employee testified that there were
“lots of conversations” between the two companies , as often as once or twice each day ,
“about trying to get them on the railroad .” The WCL employee further testified that the
dispatcher sometimes “wasn’t working with” others on the issue and that “it was a day-to-
day fight to try to get J.C. Allen out on the railroad to perform their jobs.” In light of this
evidence, as well as the imprecise nature of th e language of paragraph E, we cannot
conclude, as a matter of law, that WCL did not commit a breach.
WCL contends in the alternative that JCA cannot maintain this claim because its
damages are speculative. “A plaintiff has the burden of proving the existence of lost profits
‘to a reasonable certainty’ and the amount of those damages ‘to a reasonable probability.’”
Poppler v. Wright Hennepin Co-op Elec. Ass’n, 834 N.W.2d 527, 546 (Minn. App. 2013)
(quoting Hydra-Mac, Inc. v. Onan Corp., 450 N.W.2d 913, 920 (Minn. 1990)), aff’d, 845
N.W.2d 168 (Minn. 2014) . “A plaintiff may not recover damages that are ‘speculative,
remote, or conjectural.’” Id. (quoting Cardinal Consulting Co. v. Circo Resorts, Inc., 297
N.W.2d 260, 26 7 (Minn. 1980)). Nonetheless, “The law does not require mathematical
precision in proving lost profits.” Hydra-Mac, Inc., 450 N.W.2d at 921. “Once the fact of
loss has been shown, the difficulty of proving its amount will not preclude recovery so long
as there is proof of a reasonable basis upon which to approximate the amount.” Leoni v.
Bemis Co., 255 N.W.2d 824, 826 (Minn. 1977).

13
In this case, given the nature of the work to be performed, if a factfinder were to
conclude that WCL breached the contract by not scheduling sufficient track time for JCA,
the factfinder would be permitted to draw an inference that the lack of track time resulted
in less work and, thus, diminished payments on the contract. The parties dispute the
amount by which payments on the contract were diminished , which is necessary for a
calculation of lost profits. But at the summary-judgment stage, it is unnecessary to consider
the evidentiary basis of any particular amount of damages. It is sufficient to conclude that
there is a genuine issue of material fact as to the existence and amount of lost profits.1
Thus, the district court erred by granting WCL’s summary -judgment motion on
JCA’s claim that WCL breached the written contract by not scheduling sufficient time
when JCA could perform its work on WCL’s tracks.
II. Claim of Breach of Implied Covenant of Good Faith and Fair Dealing
JCA argues that the district court erred by granting WCL’s summary -judgment
motion with respect to count 2, JCA’s claim of breach of the implied covenant of good
faith and fair dealing.
In Minnesota, “every contract includes an implied covenant of good faith and fair
dealing.” In re Hennepin County 1986 Recycling Bond Litigation , 540 N.W.2d 494, 502
(Minn. 1995). The implied covenant forbids a party from “‘unjustifiably hinder[ing]’ the
other party’s performance of the contract” and from “tak[ing] advantage of the failure of a

1We acknowledge JCA’s argument that the district court erred by concluding that
JCA’s evidence of damages on its so -called “clear notice” claim is too speculativ e. But
the district court later dismissed the clear -notice claim with prejudice. Thus, JCA’s
argument concerning damages on the clear-notice claim is moot.

14
condition precedent when the party itself has frustrated performance of that condition.” Id.
To prevail on this claim, a plaintiff must prove that a defendant acted in bad faith and with
an ulterior motive. Minnwest Bank Central v. Flagship Props. LLC, 689 N.W.2d 295, 303
(Minn. App. 2004). A party does not act in bad faith merely by asserting its rights under a
contract. Sterling Capital Advisors, Inc. v. Herzog , 575 N.W .2d 121, 125 (Minn. App.
1998).
JCA does not have evidence sufficient to create a genuine issue of material fact as
to whether WCL breached an implied covenant of good faith and fair dealing with respect
to its termination of the contract, its suspension of JCA’s work under the contract, or the
provision of railcars. JCA has offered no evidence that WCL’s actions were taken in bad
faith or with an ulterior motive. The evidence indicates that WCL suspended JCA’s work
and ultimately terminated the contract because it was genuinely concerned that JCA’s work
adversely affected the railroad bed and that JCA’s work was too costly. Similarly, there is
no evidence of bad faith or an ulterior motive with respect to WCL’s decision to not provide
JCA with railcars. JCA contends that genuine issues of material fact exist, but it does not
point to any particular evidence of bad faith or ulterior motive, and we do not perceive any
such evidence in the record.
Thus, the district court did not err by granting WCL’s summary-judgment motion
on count 2.
III. Claim of Breach of Oral Contract
JCA argues that the district court erred by granting WCL’s summary -judgment
motion with respect to count 3, JCA’s claim of breach of oral contract. JCA claims that

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WCL agreed to pay JCA for brokering a sale of taconite pellets that WCL had stockpiled
on the docks at the ports of Two Harbors and Duluth. JCA contends that WCL agreed to
allow JCA to clean and sell the taconite pellets to a third party at a price of $115 per ton
and agreed that JCA would be paid $40 per ton for cleaning the taconite pellets and $20
per ton for brokering the sale. JCA did not actually clean or sell the taconite pellets because
WCL refused to allow JCA to perform the cleaning on the docks.
As stated above, to establish a breach-of-contract claim, a plaintiff must prove three
elements: “(1) formation of a contract, (2) performance by plaintiff of any conditions
precedent to his right to demand performance by the defendant, and (3) breach of the
contract by defendant.” Park Nicollet Clinic , 808 N.W.2d at 833. To establish that the
parties formed a contract, a plaintiff must prove that one party made an offer and that the
other party accepted the offer. Commercial Assocs., Inc. v. Work Connection, Inc. , 712
N.W.2d 772, 782 (Minn. App. 2006). In addition, a plaintiff must prove the specific terms
of the contract. See Park Nicollet Clinic, 808 N.W.2d at 833. “If an alleged contract is so
uncertain as to any of its essential terms that it cannot be carried into effect without new
and additional stipulations between the parties, it is not a valid agreement.” Druar v.
Ellerbe & Co., 222 Minn. 383, 395, 24 N.W.2d 820, 826 (1946) (quotation omitted).
The specific issue on appeal is whether there is a genuine issue of material fact as
to whether WCL entered into an oral agreement that include s a term that WCL breached.
JCA relies on the deposition testimony of Stutelberg, who testified that he and Suter entered
into an oral agreement concerning the taconite pellets that were stockpiled on the docks at
Two Harbors and Duluth. But Stutelberg admitted that he and Suter did not agree that JCA

16
could bring its equipment on the docks and perform the necessary cleaning there. In fact,
Stutelberg admitted that he and Suter never discussed that issue. Because JCA seeks to
prove that WCL breached the alleged oral contract by refusing to allow JCA to clean the
taconite pellets on the docks, JCA must prove that the oral contract included such a term.
See Park Nicollet Clinic , 808 N.W.2d at 833. But JCA does not have any evidence that
WCL orally agreed to allow JCA to clean the taconite pellets on the docks at Two Harbors
and Duluth . Without such evidence, JCA cannot prove its claim of breach of an oral
contract.
Thus, the district court did not err by granting WCL’s summary -judgment motion
on count 3.
IV. Claim Concerning Mechanic’s Lien
JCA argues that the district court erred by granting WCL’s summary -judgment
motion with respect to count 4, JCA’s claim for a mechanic’s lien with respect to the work
it performed on WCL’s tracks.
We begin by considering WCL’s contention that this claim is moot. After the
district court filed its summary-judgment order, the parties settled JCA’s claim for payment
for the services it performed in 2013. Because JCA has been paid for all the services it
performed, a mechanic’s lien is unnecessary. See Rochester’s Suburban Lumber Co. v.
Slocumb, 282 Minn. 124, 134, 163 N.W.2d 303, 310 (1968) (stating that purpose of
mechanic’s lien is to ensure payment for improvements to property). JCA does not contend
otherwise. Rather, JCA contends that the claim is not moot because it seeks attorney fees.
By statute, “a prevailing lienor is entitled to ‘costs and disbursements.’” Stiglich Constr.,

17
Inc. v. Larson , 621 N.W.2d 801, 803 (Minn. App. 2001) (quoting M inn. Stat. § 514.14
(2016)), review denied (Minn. Mar. 27, 2001) . But JCA cannot be a prevailing lienor if
there is no lien. See Rochester’s Suburban Lumber Co., 282 Minn. at 134, 163 N.W.2d at
310. Thus, we agree with WCL that JCA’s claim for a mechanic’s lien is moot.
Even if the claim was not moot, we nonetheless would conclude that JCA is not
entitled to a mechanic’s lien. If a company “contributes to the improvement of real estate
by performing labor, or furnishing skill, material or machin ery for any of the purposes”
provided for by statute, 2 the company “shall have a lien upon the improvement, and upon
the land on which it is situated or to which it may be removed.” Minn. Stat. § 514.0 1
(2016). I f the company contributes to the improveme nt of a railway line, the company
“shall have” a lien not just on the improvement and the property on which it is situated but
also a lien “upon all the rights, franchises, and privileges of the owner appertaining
thereto.” Minn. Stat. § 514.04 (2016); see also Armco Steel Corp., Metal Prods . Div. v.
Chicago N.W. Ry. Co., 276 Minn. 133, 134-35, 149 N.W.2d 23, 24 (1967).
In its ruling on WCL’s summary-judgment motion, the district court reasoned that
JCA did not contribute to an “improvement” of WCL’s property because the services it

2Specifically, those purposes are: “the erection, alteration, repair, or removal of any
building, fixture, bridge, wharf, fence, or other structure thereon, or for grading, filling in,
or excavating the same, or for clearing, grubbing, or first breaking, or for furnishing and
placing soil or sod, or for furnishing and planting of trees, shrubs, or plant materials, or for
labor performed in placing soil or sod, or for labor performed in planting trees, shrubs, or
plant materials, or for digging or repairing any ditch, drain, well, fountain, cistern,
reservoir, or vault thereon, or for laying, altering o r repairing any sidewalk, curb, gutter,
paving, sewer, pipe, or conduit in or upon the same, or in or upon the adjoining half of any
highway, street, or alley upon which the same abuts.” Minn. Stat. § 514.01.

18
performed—picking up accumulated taconite pellets—is not among the purposes specified
in the statute. See Minn. Stat. § 514.01. The district court’s reasoning is consistent with
M & G Services, Inc. v. Buffalo Lake Adv anced Biofuels, LLC , 895 N.W.2d 277 ( Minn.
App. 2017), review denied (Minn. June 28, 2017) , in which this court concluded that the
removal of “excess thin stillage” from an ethanol plant was not a lienable improvement to
the property. Id. at 282-83. Accordingly, we agree with the district court that picking up
taconite pellets from railroad tracks is not among the purposes described in the statute.
Thus, if the claim for a mechanic’s lien were not moot, we would conclude that the district
court did not err by granting WCL’s summary-judgment motion on count 4.
In sum, the district court did not err by granting WCL’s motion for summary
judgment, except with respect to JCA’s claim that WCL breached the written contract by
not scheduling times when JCA could perform its work on WCL’s railroad tracks. See
supra part I.D. The case is remanded to the district court for further proceedings on that
claim.
Affirmed in part, reversed in part, and remanded.