Circle Reflection “J” Ranch, LLC, et al., Appellants,

This opinion will be unpublished and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
A17-1949

Circle Reflection “J” Ranch, LLC, et al.,
Appellants,

vs.

Hightail Rescue, Inc., et al.,
Respondents.

Filed August 13, 2018
Affirmed
Peterson, Judge

Clay County District Court
File No. 14-CV-15-880

Robert G. Manly, Jordan B. Weir, Vogel Law Firm, Fargo, North Dakota (for appellants)

Stacey L. Sever, Anthony S. Morris, Stich, Angell, Kreidler & Unke, P.A., Minneapolis ,
Minnesota (for respondents)

Considered and decided by Kirk, Presiding Judge; Peterson, Judge; and Stauber,
Judge.

 Retired judge of the Minnesota Court of Appeals, serving by appointment p ursuant 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
PETERSON, Judge
In this appeal from a judgment following a trial to the court, appellant argues that
(1) the district court erred by (a) applying equity in a case governed by contract law, and
(b) assigning her the burden of proof ; and (2) respondent failed to carry the burden of
proving her breach-of-contract claim. We affirm.
FACTS
Appellant Jeanne Schindler owns two horses, one named Dusty and the other named
Gypsy. Both horses are mares. Respondent Charlotte Tuhy owns and operates Hightail
Horse Ranch (Hightail), which boards horses for a fee and also provides horse -breeding
services. Schindler and Tuhy entered into a written contract on May 7, 2014, to board
Dusty and Gypsy at Hightail.
The contract was for pasture boarding, which included “hay, water, use of a box
stall, use of the round pen, wash room, tack room, and barn. ” The contract specified a
monthly boarding fee of $175 per horse due on the first of the month and a $25 late fee for
payments received after the fifth of the month. The contract also provided that Schindler
would purchase “[a]ny extra supplements and/or feed requested” and “keep up with regular
farrier care, vet care, and worming.”
Under the contract, Hightail agreed as follows:
We will take reasonable and prudent care to see that every
horse is properly cared for[.] However, owners are responsible
for injuries and communicable diseases acquired by their
horse. This includes all vet fees and care. We expect you to

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do all the care for the horse. If you cannot get here we will try
to help out, and if we do, there may be a charge for time.

. . . .

Management reserves the right to call the vet for any horse, any
time we feel it is necessary, at the owner’s expense. A
reasonable attempt will be made to contact the owner. Owner
may leave a list of preferred veterinarians, and we will attempt
to find an available vet from the list, in preferred order.

The contract also provided that Hightail “has the right of lien, as set forth in ND and
MN law for the amount due for board and additional agreed upon services and shall have
the right without process of law to retain above horses until indebtedness is satisfactorily
paid in full.” The last line in the contract provided that the mares were at Hightail to be
exposed to an unnamed breeding stallion.
After leaving the horses at Hightail on May 7, 2014, Schindler returned to her home
in Alaska. The horses were exposed to a stallion from May 7 through August 1. Although
Tuhy knew that the horses were at Hightail only for breeding purposes, she did not contact
Schindler to pick up the horses. Schindler did not try to contact Tuhy at all from May 2014
until November 2014, and she did not make the monthly payments required under the
boarding contract.1
In August 2014, Gypsy became ill. Tuhy attempted to contact Schindler by
telephone, but she was unsucce ssful because Schindler had limited cellphone service in

1 Schindler had previously boarded horses at Hightail without signing a contract, and she
did not pay boarding fees until she went to pick up the horses.

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Alaska. Tuhy made her own diagnosis of Gypsy’s condition , used her own home remedy
for a respiratory condition, and kept Gypsy in a private pen.
Tuhy contacted Schindler in November 2014 requesting payment for the overdue
boarding fees and for additional services provided due to Gypsy’s respiratory condition
and a corneal ulcer that required veterinary services in October 2014. Tuhy submitted an
invoice to Schindler for $3,531.54, which included $2 ,450 for boarding fees for seven
months, late fees, and additional amounts for farrier service and the additional services that
Gypsy received. Schindler paid $2,275, which was for boarding fees for six and a half
months, and disputed the remaining amount.
Tuhy refused to release the horses unless Schindler paid the full invoice, and
Schindler refused to pay. In February 2015, appellant Circle Reflection “J” Ranch, LLC,
a limited liability company in which Schindler is the sole member , began this lawsuit,
seeking a declaration of the parties’ rights under the horse -boarding contract, dissolution
of any lien claimed against the horses, delivery of the horses, and attorney fees , costs, and
disbursements.2 The horses remained at Hightail, and at the end of May 2015, Dusty gave
birth to a foal.
In January 2016, the district court granted Circle Reflection’s motion for temporary
injunction and ordered that , upon posting $3,000 with the court as security, Circle

2 As this case progressed, the parties have included other legal entities as sociated with
Schindler or Tuhy, and the pleadings have been amended to dismiss some of those entities.
The dismissals do not affect our analysis of the underlying merits of the case, and we will
not address them. We will refer to appellants as Schindler and to respondents as Tuhy or
Hightail.

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Reflection was entitled to imm ediate possession of the three horses. The horses left
Hightail in January 2016. When they left, they were malnourished and in poor physical
condition.
The district court’s temporary injunction order also ordered Circle Reflection to
serve and file an amended complaint adding Schindler as a co-plaintiff. Circle Reflection
served and filed an amended complaint that added Schindler as a party and sought the same
relief as the original complaint. In her answer to the amended complaint, Tuhy asserted a
right to an agister’s lien and a counterclaim against Schindler for failing to pay all fees
required under the horse -boarding contract. In her answer to the counterclaim, Schindler
claimed that Hightail was required to release the horses at Schindler’s request in 2014 and
denied that Hightail was owed any further boarding fees or other miscellaneous fees
because Hightail could have mitigated its damages by simply releasing the horses. In July
2016, the parties entered into a stipulation to permit Schindler to amend her complaint to
assert, in addition to her original declaratory -judgment claim, claims for negl igence and
breach of contract.
Schindler’s negligence and breach-of-contract claims were settled in mediation and
dismissed, and the parties’ remaining claims were tried to the court. The district court
found that the primary cause of the parties’ dispute was that each party failed “to undertake
reasonable efforts to communicate with the other during the period of May to November,
2014 concerning the care and treatment of the horses.”
The district court concluded that the parties entered into an unambiguous contract
on May 7, 2014, and mutually repudiated and terminated the contract on November 14,

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2014. The district court further concluded that Schindler breached the contract during the
period May through November 20 14 and ordered Schindler to pay for the costs of
veterinary services and other special services that the horses received during that period.
The district court applied equity principles to determine an amount that it ordered Schindler
to pay for services that the horses received during the period from November 2014 until
the horses left Hightail in January 2016. This appeal follows.
D E C I S I O N
“On appeal from judgment fo llowing a court trial, this court rev iews whether the
district court’s findings were clearly erroneous and whether the district court erred as a
matter of law. A finding is clearly erroneous if we are left with the definite and firm
conviction that a mistake has been made. We review issues of law de novo.” 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) (citations and quotations omitted), aff’d, 870 N.W.2d
755 (Minn. 2015).
Schindler argues that the district court erred by applying equity principles in a case
governed by contract law where the parties asserted only contract claims and the evidence
presented during three days of trial related only to whether the terms of the c ontract were
met. We agree.
The district court conclude d that the parties “mutually repudiated and terminated
the contract on November 14, 2014.”
A repudiation by one party to a contract if acquiesced in by the
other party is tantamount to a rescission. Whether a contract
has been rescinded by mutual consent is a question for the trier

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of fact, but mutual abandonment, cancellation or rescission
must be clearly expressed, and acts and conduct of the parties
to be sufficient must be positive, unequivocal, and inconsistent
with the existence of the contract.

Desnick v. Mast, 311 Minn. 356, 365, 249 N.W.2d 878, 884 (1976).
In its findings of fact, t he district court referred to “the approximately 14 months
after the parties jointly repudiated the contract. ” But the district court’ s findings do not
identify any positive, unequivocal acts or conduct of the parties that are inconsistent with
the existence of the contract or any clear expression that the parties repudiated the contract.
Furthermore, at trial, Schindler sought a declaration of the parties’ rights under the contract
and Tuhy asserted a claim for breach of contract, which indicates that the parties had not
repudiated the contract. We, therefore, conclude that the district court clearly erred in
finding that the parties mutually repudiated and terminated the contract and erroneously
applied equity principles when determining damages.
But, in spite of this error, we will not reverse the judgment because we have
concluded that the amount of damages that the district court awarded for the period from
November 2014 through January 2016 is virtually identical to the amount of damages due
under the contract.3 For that period, the district court awarded $8,433.53 for damages. Of

3 The district court determined that Tuhy effectively abandoned her lien claim by failing to
perfect the lien within the statutory period under Minn. Stat. § 514.966, subd. 6 (2016).
The supreme court, however, has explained that a lien provides a remedy for enforcing the
debt that it secures, but it is not an essential element of the debt. “Notwithstanding the fact
that an action to enforce the lien may be barred, still the debt or obligation which it secured
may be enforced without the aid of the lien.” In re Estate of Eggert, 245 Minn. 401, 403,
72 N.W.2d 360, 361 -62 (1955). The boarding contract gave Tuhy the right to retain the
horses until the debt under the contract was paid in full.

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this amount, $6,750 was for general boarding services and $1,683.53 was for the reasonable
value of all of the special care, special feed, and veterinary fees provided or incurred by
Hightail during the period.
During the time that they remained at Highta il, the horses required additional care
beyond basic boarding care. Hightail incurred expenses providing this care. Under the
contract, Schindler was expected to care for the horses, but, if she could not do so, Hightail
could help out and charge for the time. Hightail also reserved the right to call a veterinarian
anytime that it believed it was necessary, at Schindler’s expense. These provisions of the
contract provide a basis for the district court to award $1,683.53 in damages for special
services.
Dusty and Gypsy remained at Hightail for approximately 14 months between
November 2014 and January 2016, and the foal remained at Hightail for approximately
seven months between May 2015 and January 2016. The district court determined the
reasonable market value for boarding services in the area where Hightail was located and
awarded Tuhy $6,750, which was one half of the reasonable market value. Under the
boarding contract, Schindler was required to pay $175 per month for each horse , which
would amount to $2,450 each for Dusty and Gypsy ($175 x 14 months = $2,450) and to
$1,225 for the foal ($175 x 7 months = $1,225), or a total of $6,125. In addition, Schindler
was required to pay a $25 late fee each month, which would amount to $350 ($25 x 14
months = $350). Together, these amounts total $6,475, and we will not reverse and remand
to have the district court deal with the de minimis $275 difference between this amount
and the amount that the district court awarded.

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Schindler next argues that the district court erred by assigning her the burden of
proof. Schindler contends that her claim at trial “was for a declaratory action only, relating
only to the charges that arose prior to November, 2014,” and Tuhy’s counterclaim alleged
a breach of contract that extended from November 2014 through January 2016. Schindler
argues that it was Tuhy’s burden to prove that Tuhy performed under the contract
throughout this period, and the district court erred by applying the burden of proof to
Schindler.
In its conclusions of law, the district court stated:
Schindler has failed to meet her burden of proving that Tuhy’s
failure to provide adequate food and nourishment of the two
mares and foal in the period of November 14, 2014 to January,
2016, caused the need for the thr ee horses to receive any
specific or additional special services or veterinary care that
was provided during that period of time. All of the special
services/veterinary care provided to the two horses and foal
during that period of time was reasonably nec essary, and
medically essential, for their health and maintenance.
Therefore, Tuhy is entitled to Judgment against Schindler for
100% for those expenses incurred by Hightail/Tuhy during that
period of time, in the total sum of $1,683.53.

It is apparent that the district court was addressing damages in this paragraph of its
conclusions of law; it was not addressing whether Tuhy performed under the contract . In
her counterclaim, Tuhy alleged that Schindler breached the boarding contract by failing to
pay all fees required under the contract. Schindler argued that Tuhy ’s failure to provide
adequate care for the horses from November 2014 through January 2016 caused the need
for additional services. The supreme court has stated with respect to damages:
While it is well established in Minnesota that in the case of a
breach of contract the injured party must use reasonable

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diligence to minimize his damages, it is also well established
that in the case of a breach of contract the burden of proof is
upon the defendant to show that damages were or could have
been mitigated by reasonable diligence.

Lanesboro Produce & Hatchery Co. v. Forthun, 218 Minn. 377, 381, 16 N.W.2d 326, 328
(1944) (citations omitted).
As the injured party in her action for breach of contract, Tuhy was required to use
reasonable diligence to minimize her damages. As the defendant in the action, Schindler
had the burden of proving that Tuhy could have mitigated her damage s by providing
adequate care for the horses. The distr ict court did not err by assigning Schindler the
burden of proof.
Finally, Schindler argues that, because the district court found that Tuhy failed to
provide reasonable care for the horses, Tuhy failed to carry the burden of proving her
breach-of-contract claim. “In order to state a claim for breach of contract, the plaintiff
must show (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, 83 3 (Minn.
2011). Schindler contends that the district court’s finding that the horses were in poor
physical condition when they left Hightail cannot support a conclusion that Tuhy met her
burden of proving performance. We disagree.
The district court found that the horses’ poor physical condition when they left
Hightail was “a direct result of both parties’ inability to communicate consistently with
each other concerning special care and services needed for the horses, and, Hightail/Tuhy’s

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failure to provide reasonable feed and boarding care for the horses during the period of
November, 2014 to January, 2016.” Under the plain language of the boarding contract,
however, Hightail was not required to provide feed and boarding care for the horses. The
contract stated that Hightail would provide hay and water, but “[a]ny extra supplements
and/or feed requested must be purchased by the boarder.” The contract also stated that a
horse’s owner was expected “to do all the care for the horse.” Hightail provided hay and
water; the failure to provide additional feed and care was not a failure of performance
required of Hightail under the contract. Hightail was not required to provide additi onal
care when Schindler did not do all the care for the horses.
Affirmed.