Judy E. Adams, 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This opinion will be unpublished and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
A17-1913

Judy E. Adams,
Appellant,

vs.

Melrose Community, LLC,
Respondent.

Filed September 24, 2018
Affirmed
Smith, John, Judge*

Hennepin County District Court
File No. 27-CV-15-18721

Judy E. Adams, Lino Lakes, Minnesota (pro se appellant)

Sarah R. Jewell, Franz Hultgren Evenson, P.A., St. Cloud, Minnesota (for respondent)

Considered and decided by Kirk, Presiding Judge; Reilly, Judge; and Smith, John,
Judge.
U N P U B L I S H E D O P I N I O N
SMITH, JOHN, Judge
We affirm the district court’s judgment in favor of respondent on appellant’s breach-
of-contract claims, declaring that respondent is obligated to convey a parcel of property to

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

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appellant via quitclaim deed, and in favor of respondent on its counterclaim against
appellant, because appellant failed to establish that respondent breached the contract
between them, and respondent established that it paid a $34,007.56 tax debt rightly owed
by appellant.
FACTS
I. The Real Property
In 2001, Rose Park, LLC, (Rose Park) a company partially owned by appellant Judy
E. Adams, purchased a trailer park and surrounding property on a contract for deed from
the Klein family. The property consisted of a 69 -unit mobile-home park (“the park”), a
large machine shed (“P arcel A1”), a building wit h two one-bedroom apartments (“Parcel
A2”), a manufactured home on a ful l basement, an open field (“Parcel A3”), and an open
field containing a mini-storage building and peat bog (“Parcel B”). Rose Park’s interest in
the property was subsequently assigned to Adams and then to Rose Light Construction,
LLC, (Rose Light) an LLC owned solely by Adams.
In August of 2009, Rose Light was behind in its payments on the contract for deed
and therefore at risk of having the contract cancelled for nonpayment. Adams considered
selling the park to several buyers , but ultimately sold it to Melrose Community, LLC,
(Melrose) an LLC created and solely owned by John Bonner, Adams’s attorney at the time.
On October 29, Rose Light and Melrose executed a contract stating:
1. [Rose Light Construction, LLC] will convey to limited
liability company known as Melrose Community, LLC, a
Minnesota limited liability company (s ometimes hereafter
referred to as “I” or “me”), your entire interest subject to
the Contract For Deed, in the real property owned by you

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which is the subject of the Contract For Deed Cancellation.
I will furnish an amount, currently believed to be between
$50,000 to $80,000 to cure any monetary defaults currently
claimed in the Cancellation Notice. Prior thereto, you will
have conveyed your entire interest, and the entire interest
of Rose Light Construction, LLC and any other entity
owning any interest in the property to Melrose Community,
LLC. Additionally, you will cause to be assigned all of the
interest of the foregoing in the Contract For Deed and will
further convey by Bill of Sale all rights and all personal
property owned by you or Rose Light Constru ction, LLC
relative to the manufactured home community including:
a. Vehicles,
b. Equipment,
c. Tools,
d. All receivables owed by tenants for rents, sewer and
water, trash removal, and late fees, a list of which
shall be furnished prior to any conveyance of the
property, and
e. All other personal property used in conjunction with
the operation of the manufactured home community.

. . . .

6. I have advised you that it is my intention to promptly apply
for substitute financing and to place a mortgage on the
manufactured home community and to convey to you at
such time the adjacent non -income producing property. I
reserve the right however to determine whether or not the
shed is a necessary part of the manufactured home
community operation. In the event that I determine that it is
not a necessary part of the operation, I will convey that
along with all of the other adjacent non -income producing
acreage.

. . . .

8. Additionally, I will agree to rent to you and furnish access
to the non -income producing property pending the
refinance of the manufactured home community on a year-
to-year basis for a rental payment of $1.00 plus related real
estate taxes.

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Prior to executing the agreement, Bonner had approached Lan dmark Community
Bank (Landmark) regarding substitute financing and placing a mortgage on the mobile -
home park. Those discussions continued into 2010, and by February of that year, Bonner
had obtained enough financial information about the park for the bank to give that
information to an appraiser. The appraisal was co mpleted on March 22, and on June 24,
Landmark sent Bonner a letter saying, “Subject to satisfactory title, loan documentation
and finalization of underwriting, we have agreed to advance the sum of $350,000 . . . . We
anticipate closing this loan following receipt of satisfactory title evidence and a survey of
the subject property.” In July, the title company hired completed its review, but raised a
title objection to the bank, indicating that “it appeared to them that a new legal description
would be needed.” After that, it took “at least a couple of months to get done with the new
survey and the new legal description.”
By November 2010, Adams was dissatisfied with the amount of time it was taking
Bonner to obtain substitute financing. On November 1, she se rved Melrose with a notice
for the termination of the contract for the conveyance of real property on the basis that
Melrose was in default for failing to reconvey the non-income-generating property. Adams
filed that action in Hennepin County, but the case was venued in Stearns County and
consolidated with an action by Adams to evict Melrose’s agents from the park and to enjoin
Stearns County from demolishing several of Adams’s mobile homes. Ultimately, all of
those actions were dismissed on July 20, 2011. In the interim, Rose Light assigned all of
its rights under the contract with Melrose to Adams.

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Seven months passed. On February 14, 2012, Bonner, now in possession of a new
survey and a revised legal description of the properties, filed a petition in Stearns County
District Court for proceeding subsequent to initial registration, the next step in updating
the registered legal description of the properties kept by the county recorder. While that
action was pending, Rose Light filed a claim of unregistered interest based upon the claim
that an equitable lien had arisen from the 2009 contract. Adams filed a similar claim in her
individual capacity. In August of 2013, the Stearns County District Court issued an order
for new legal descriptio ns of the properties to be issued, and also ordered that the liens
claimed by Rose Light and Adams not be carried over to the new records. A month and a
half later, on September 25, Melrose obtained a mortgage on the mobile -home-park real
property.
Adams appealed the proceeding -subsequent order, and this court affirmed that
decision on August 25, 2014. In June of 2014, while that appeal was pending, Melrose
offered to convey the non -income-generating property to Adams on the conditions that
Adams (1) pay delinquent taxes on that property, (2) reimburse Melrose for the assessment
(discussed below) imposed by the county on that property, and (3) satisfy two outstanding
mortgages on that property. After the proceeding -subsequent decision was affirmed,
Melrose executed a quitclaim deed to Adams for the property and told Adams she could
arrange a time to pick up the deed. Adams never arranged to do so.
II. The Mobile Homes
When Rose Park purchased the mobile-home park in 2001, it acquired not only the
real property where the park was located, but also title to several mobile homes located in

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the park. In August of 2010, Stearns County performed an inspection of several of the
homes to clarify their ownership status and identify public -health nuisances. Twelve of
Adams’s homes were identified as public-health nuisances, and the county told Adams to
remove them from the park. She was also told that, if she failed to remove the homes, the
county would remove them and assess the cost on the park’s property taxes. Adams
contested the nuisance abatement in court, but was ultimately unsuccessful. The county
demolished the mobile homes, and an assessment lien was placed on the real property for
$34,007.56 (“the demolition assessment”). When Melrose obtained a mortgage on the
income-generating property, Bonner paid off the assessment.
III. Procedural History
On October 26, 2015, Adams brought a breach-of-contract claim against Melrose,
Bonner, and his law firm. The defendants filed an answer denying any breach and a
counterclaim that sought indemnification for the cost of paying off the demolition
assessment. The district court dismissed the claims against Bonne r and his law firm ,
allowed the claim against Melrose to go to trial, and held a bench trial on June 12 and 13,
2017.
On October 6, the district court ordered judgment in favor of Melrose on Adams’s
breach-of-contract claim, declaring that Melrose was obligated to convey Parcel B to
Adams via quitclaim deed, and ordered judgment in favor of Melrose on its indemnification
counterclaim. Judgment was entered against Adams, Rose Light, and Rose Park on
November 6. On November 15, Adams, now proceeding pro se, filed a letter and affidavit
with the district court that raised numerous issues with the trial and requested that the case

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be reopened. The district court construed the letter as a motion for reconsideration under
Minn. R. Gen. Pract. 115.11. The district court denied her motion, noting that the proper
method for seeking modification of the district court’s findings and orde r was a motion
under Minn. R. Civ. P. 5 2.02, but that it would reach the same conclusion regardless of
which rule the motion was made under. However, on November 28, the district court did
file an order removing Rose Light and Rose Park as parties subject to the judgment.
Adams appealed the order granting judgment in favor of Melrose and the order
denying her motion for reconsideration. A special term panel of this court issued an order
construing her appeal as taken from the judgment because an order for judgment and order
denying reconsideration are not independently appealable. Adams then filed a motion for
reconsideration of this court’s order, which a special term panel likewise rejected as being
unauthorized by the Minnesota Rules of Civil Appellate Procedure.
D E C I S I O N
We note at the outset that , although Adams purports to raise numerous issues with
the decision of the district court, she cites no legal authority in support of any of her
arguments. “Although some accommodations may be made for pro se litigants, this court
has repeatedly emphasized that pro se litigants are generally held to the same standards as
attorneys and must comply with court rules. ” Beardsley v. Garcia, 731 N.W.2d 843, 850
(Minn. App. 2007) (quotation omitted), aff’d 753 N.W.2d 735 (Minn. 2008). One such
requirement is that claims of error must be supported by argument and citation to legal
authority. Schoepke v. Alexander Smith & Sons Carpet Co. , 187 N.W.2d 133, 135
(Minn. 1971). Absent such support, arguments are wai ved unless prejudicial error is

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obvious on mere inspection. Id. Because Adams did not include such support, we confine
our review to whether mere inspection reveals prejudicial error in the district court’s order.
In reviewing the record for error , we review “whether the district court’s findings
were clearly erroneous and whether the district court erred as a matter of law.” In re Distrib.
of Attorney’s Fees between Stowman Law Firm, P.A. & Lori Peterson Law Firm , 855
N.W.2d 760, 761 (Minn. App. 2014), aff’d 870 N.W.2d 755 (Minn. 2015) . A factual
finding is not clearly erroneous “if there is reasonable evidence in the record to support the
court’s findings. And when determining whether a finding of fact is clearly erroneous, we
view the evidence in the ligh t most favorable to the verdict.” Rasmussen v. Two Harbors
Fish Co. , 832 N.W.2d 790, 797 (Minn. 2013) (quotations and citations omitted). “ We
review issues of law de novo.” Stowman, 855 N.W.2d at 761.
I. The breach-of-contract verdict is supported by the evidence.
Adams first challenges the portions of the district court’s judgment in favor of
Melrose on Adams’s breach-of-contract claim and determination that a quitclaim deed was
an acceptable method for transfer of the property. Adams raises four challenges:
(A) Melrose failed to convey all of the property to which she was entitled under the
contract; (B) trespass actions filed against Adams constituted a breach of the contract;
(C) Melrose did not promptly convey the property; and (D) the contract obligated Melrose
to transfer the property via warranty deed. We address each of these arguments in turn.
A. Determination of property to be conveyed
Adams first argues that she was entitled to more than just Parcel B under the
contract. That contract required Melrose to “place a mortgage on the manufactured home

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community and to convey . . . the adjacent non -income producing property,” with the
exception that Melrose could keep title to land containing a machine shed if Melrose
determined that the shed was necessary for operation of the mobile -home park. “Absent
ambiguity, the interpretation of a contract is a question of law.” Roemhildt v. Kristall Dev.,
Inc., 798 N.W.2d 371, 373 (Minn. App. 2011), review denied (Minn. July 19, 2011).
All parties agree that the park is income -producing property. Adams argues,
however, that the evidence shows Parcel A1 (the machine shed), Parcel A2 (the two -
apartment building), and Parcel A3 (the home and open field) were “adjacent non -income
producing property,” and that she was therefore entitled to transfer of that property under
the contract.
The district court found otherwise . The court found that Parcel A1 was necessary
for operating the mobile -home park (and thus could be kept by Melrose based on the
contract), that Parcel A2 prod uced income through the renting out of at least one of the
apartments therein, and that Parcel A3 prod uced income through the renting out of the
manufactured home situated there. These findings are supported by the record and not
clearly erroneous. Bonner testified that, after Melrose became owner of the park, it became
clear that the machine shed on Parcel A1 was necessary for the mobile -home park’s
operation. And Adams testified that she rented out the residences on Parcels A 2 and A3.
We conclude that the district court did not err in finding that those parcels were income
generating and therefore not subject to transfer under the contract.

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B. Trespass actions as breach
Adams next argues that Melrose breached the contract by serving trespass notices
on Adams, which prevented her from accessing property she leased from Melrose under
the contract (specifically Parcel B).
The district court’s order does not specifically address these trespass notices .
However, viewing the evidence in the light most favorable to the verdict, Rasmussen, 832
N.W.2d at 797, error in this regard is not obvious upon mere inspection. The only evidence
that Adams was prohibited from entering Parcel B was her own testimony. The district
court could have reasonably disbelieve d this testimony and conclude d that Bonner’s
description of the notices—prohibiting Adams from entering the park unless she had the
park manager’s consent—was the true description. We conclude that the district court did
not err in denying a breach-of-contract claim premised on this trespass-notice theory.
C. Promptness of conveyance
Adams’s third argument is that Melrose breached the contract because it took over
four-and-a-half years for Melrose to transfer any of the property to Adams, in violation of
the provision of the contract calling for Melrose to “promptly” obtain substitute financing
and then convey back the non-income-producing property. She also argues that, because it
took so long to obtain substitute financing, Melrose was obli gated to transfer the non -
income-producing property once it had the necessary funds to buyout Parcel B from the
contract for deed, even if it had not yet obtained the substitute financing.
We reject Adams’s buyout argument as being contrary to the plain la nguage of the
contract. The contract clearly contemplated Melrose’s performance of reconveying the

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non-income-generating property as occurring “at such time” as Melrose “place[d] a
mortgage on the manufactured home community.” When a contract explicitly pr ovides a
time for performance , that timing controls. See Associated Cinemas of Am. v. World
Amusement Co., 276 N.W. 7, 10 ( Minn. 1937). Therefore, Melrose had no obligation to
convey Parcel B, regardless of its capability of doing so, before it obtained a mortgage on
the park.
Turning to Adams’s argument that taking four-and-a-half years to obtain a mortgage
is not promptly obtaining a mortgage, it was not clearly erroneous for the district court to
conclude that, in light of the intervening events between when the contract was signed and
when Melrose obtained a mortgage, Melrose acted promptly to obtain substitute financing.
Bonner was in contact with a lending institution before the contract was executed. Once
the contract was executed, the bank required s everal months’ worth of records of the
mobile-home park’s operations to determine the income and expenses associated with it.
After Melrose had four months’ worth of records, it promptly provided those records to the
bank, which then required an assessment . Within nine months of executing the contract,
Melrose had a commitment from the bank to provide financing, subject to receipt of
satisfactory title evidence, a survey, and finalization of the bank’s underwriting.
That title review and survey, however, in dicated that there were problems with the
legal description of the property, necessitating a second survey to determine a proper legal
description. Once Melrose had the necessary information, it filed a petition for proceeding
subsequent, but Adams further slowed the process by filing claims of unregistered interest
on the property and then unsuccessfully appealing that proceeding when the district court

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ordered that those claims would not be carried over to the new legal description. While that
appeal was pending, Melrose finally obtained a mortgage, but, because the appeal raised
questions as to Melrose’s and Adams’s interest in the property, the property could not be
conveyed to Adams while the appeal was pending. Two months after Adams’s appeal was
dismissed, Melrose offered to convey Parcel B to Adams via quitclaim deed, but Adams
refused to accept the deed.
These facts indicate that, from the time Melrose executed the contract, it reasonably
and promptly took all the steps necessary to obtain a mortgage on the park. Although there
were delays in doing so, those delays were not caused by Melrose (indeed, some were
caused by Adams), and Melrose acted promptly to address them as they arose. We conclude
that the record supports the district court’s conclusio n that, under the circumstances,
Melrose promptly obtained refinancing of the park.
D. Method of transfer
Adams’s final argument regarding her breach -of-contract claim is that the contract
required Melrose to convey the property via warranty deed.
The language of the contract was silent as to the method of conveyance, saying only
that Melrose would “convey to [Park Light] . . . the adjacent non -income producing
property.” The district court concluded that, based on this ambiguity, any reasonable
conveyance method was acceptable and that a quitclaim deed was such a method.
We agree with the conclusion of the district court that the contract is ambiguous and
that proper resolution of this ambiguity permits Melrose to fulfill its conveyance obligation
via quitclaim deed. Two principles of contract interpretation lead us to this conclusion.

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First, when the same word is used in separate sections of a contract, it should ordinarily be
given the same meaning. See Akers v. Akers, 46 N.W.2d 87, 92 (Minn. 1951). Second, the
past practice of the parties to a contract is relevant to determining the parties’ intent. See
Ramsey Cty. v. Am. Fed. of State, Cty., & Mun . Emps. Council 91, Local 8 , 309 N.W.2d
785, 793 (Minn. 1981).
Applying these principles to this case, we find it significant that under the contract
Rose Light was obligated to “convey” its entire interest in the property to Melrose, and it
did so via quitclaim deed. This indicates that Adams took “convey” to mean “convey via
quitclaim deed” elsewhere in the contract and that it was the past practice of the parties to
perform their conveyance obligations under the contract via quitclaim deed. As a result,
we conclude that the district court did not err in declaring that Melrose could satisfy its
conveyance obligation under the contract by conveying Parcel B to Adams via quitclaim
deed.
II. The indemnification verdict is supported by the evidence.
Adams also challenges the portion of the district court’s judgment in favor of
Melrose on its counterclaim for indemnification for paying off the demolition assessment.
Because Adams’s arguments on this issue are entirely directed towards relitigating whether
the city had the authority to condemn and destroy the mobile homes—which is beyond the
purview of this record and unsupported by citation to legal authority—we limit our review
to whether error on this verdict is obvious upon mere inspection. See Schoepke , 187
N.W.2d at 135.

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Indemnity can “arise[] from principles of equity and fairness, rathe r than a
contractual obligation,” such as when “ a party fails to discover or prevent another’ s fault
and, consequently, pays damages for which the other party is primarily liable .” United
Prairie Bank-Mountain Lake v. Haugen Nutrition & Equip., LLC , 813 N.W.2d 49, 56 n.2
(Minn. 2012).
The district court concluded that Adams was liable to Melrose for the demolition
assessment because Melrose was required to pay off that assessment as part of obtaining
refinancing of the park, yet the assessment was incurred as a result of the condition of
Adams’s property. The record supports this conclusion. Adams, or an entity over which
she had exclusive control, was the sole owner of the mobile homes subject to the abatement
order. She was thus the only one who could remedy the public -health-nuisance status of
the 12 mobile homes subject to demolition. Yet, because the mobile homes were located
on Melrose’s property, it was Melrose’s property that incurred the demolition assessment.
Moreover, in order for Melrose to obtain refinancing of the park (a neces sary step on the
road to the reconveyance of Parcel B to Adams) it had to pay off that assessment. Based
on these facts, it is apparent that Melrose paid “damages for which the other party is
primarily liable,” and the district court did not err in concluding that equity entitled Melrose
to indemnification for the expense of paying off the demolition assessment.
III. Mere inspection does not sustain any of Adams’s other claims of error.
The remainder of Adams’s claims of error generally concern relitigation of the
proceeding subsequent, arguments that Bonner breached his fiduciary duties as her
attorney, and other arguments that were never presented to the district court. “A reviewing

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court must generally consider only those issues that the record shows were presented and
considered by the trial court in deciding the matter before it.” Thiele v. Stich, 425 N.W.2d
580, 582 (Minn. 1988) (quotation omitted). Because the remainder of Adams’s arguments
were never raised in the district court, they are outside the purview of the record, and are
forfeited.
Affirmed.