Brandon Moore, et al., Respondents,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A18-1370

Brandon Moore, et al.,
Respondents,

vs.

Mortgage Electronic Registrations Systems Inc., et al.,
Defendants,

May Vang,
Appellant.

Filed April 1, 2019
Affirmed
Cleary, Chief Judge

Ramsey County District Court
File No. 62-CV-17-2374

Jeffrey A. Scott, Brian W. Varland, Elizabeth P. Ridley, Heley, Duncan & Melander,
PLLP, Minneapolis, Minnesota (for respondents Moore and Pacific Union Financial,
LLC)

Jonathan L. R. Drewes, Drewes Law, PLLC, Minneapolis, Minnesota (for appellant)

Considered and decided by Roden berg, Presiding Judge; Cleary, Chief Judge; and
Stauber, Judge.


 Retired judge of the Minnesota Court of Appeals, serving by ap pointment 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
CLEARY, Chief Judge
In this quiet-title action, app ellant May Vang argues that the district court erred in
granting summary judgment in favor of respondents Brandon Moore and Pacific Union
Financial LLC and reforming a sheriff’s certificate of sale. We affirm.
FACTS
In 1986, appellant and her hus band, Cherzong Vang, purchased t wo adjoining
parcels of land in St. Paul.1 The two parcels share a street address, 1259 Arkwright Street,
St. Paul, Minnesota 55101, and a tax parcel identification numb er. But the two parcels
have unique legal descriptions. T he House Parcel is legally de scribed as the following:
“The Southerly 50 feet of the East 3/4 of Lot 17, ‘J.W. Bass’ A cre Lots.’” And the Pool
Parcel is legally described as the following: “The South 50 fee t of the West 1/4 and the
North 50 feet of the South 100 feet of the West 1/2 of Lot 17, J.W. Bass’ Acre Lots, Ramsey
County, Minnesota.”2
In December 2004, the Vangs app lied for a conventional home loan in the amount
of $230,000 to refinance the pr operty. In the application, the y indicated that the address
for the property was 1259 Arkwri ght Street, St. Paul, MN 55101, and that the “property
will be primary residence.” The l oan application also stated t hat the “purpose of the
refinance” was “home improvement .” The Vangs subsequently gran ted a mortgage in

1 Cherzong Vang is now deceased.
2 Although the Pool Parcel no longer contains an actual pool, but is instead improved by a
gazebo, we refer to the parcels as the “Pool Parcel” and “House Parcel” for consistency
with the district court’s order.

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favor of Mortgage Electronic Registration Systems Inc. (MERS), as nominee for
Countrywide Home Loans Inc., and the mortgage was recorded on January 19, 2005. The
mortgage included the property’s shared address and tax parcel identification number, but
only the legal description of the Pool Parcel.
In 2009, the Vangs defaulted on the mortgage. MERS initiated foreclosure-by-
advertisement proceedings against the property and issued a notice of foreclosure sale. A
foreclosure sale was held on November 5, 2009, and MERS submitted the winning bid of
$97,838.80. The sheriff’s certific ate of sale issued to MERS m irrored the information
contained in the 2005 mortgage, i ncluding the property address, tax parcel identification
number, and legal description of the Pool Parcel. MERS subsequ ently assigned the
sheriff’s certificate of sale to Bank of New York Mellon, and t he assignment of sheriff’s
certificate again included only the legal description of the Pool Parcel. After the six-month
redemption period expired in May 2010, the Vangs vacated the property.
In 2011, Bank of New York Mellon conveyed the property to Mark Blom via limited
warranty deed, and the deed was recorded with the Office of the Ramsey County Recorder.
In January 2016, Moore signed a purchase agreement to purchase the property from Mark
and Melissa Blom for $227,000. Pacific Union Financial LLC (Pa cific Union) financed
Moore’s purchase and secured a mortgage against the property in the amount of $222,888.
The 2011 deed, 2016 deed , and Pacific Union Mortgage also descr ibed only the Pool
Parcel. The Office of the Ramsey County Recorder rejected the recording of the 2016 deed
and Pacific Union mortgage because the legal description create d a lot split of one tax
parcel.

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On April 24, 2018, respondents initiated an action for quiet title. In Count I of their
complaint, respondents asserted a reformation action, seeking r eformation of the 2005
mortgage, sheriff’s certificate of sale, assignment of sheriff’s certificate of sale, 2011 deed,
2016 deed, and Pacific Union mortgage to include the legal description of the House Parcel.
Additionally, in Count II, respon dents asserted a claim for “Qu iet Title/Declaratory
Judgment,” alleging that Moore is the fee owner of the entire p roperty, and that Pacific
Union encumbers the property, free and clear of the interest of appellant and the Estate of
Cherzong Vang. In the remaining counts of their complaint, respondents asserted claims
for an equitable lien, equitable subrogation, and estoppel. Ap pellant challenged
respondents’ action and asserted in her answer and counterclaim that, because of the legal-
description error in the 2005 mortgage, she has a right to possession of the House Parcel.
On May 3, 2018, respondents mo ved for summary judgment, seeking a declaration
that Moore is the fee owner of the property, and that neither a ppellant nor the Estate of
Cherzong Vang has an interest in the property. Respondents als o moved for summary
judgment on their claim for reformation of the 2005 mortgage and subsequent instruments
conveying the property to include the legal description of the House Parcel. MERS,
Countrywide Home Loans, and Bank of New York Mellon filed a let ter in response to
respondents’ motion for summary judgment, informing the distric t court that they did not
object to the requested relief.
The district court granted respondents’ motion for summary jud gment in its entirety.
The district court declared that Moore is the fee owner of the property, finding that the
2005 mort gage i ntended t o i nclude t he House Parcel. The district court found that the

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subsequent conveyances stemming from the 2005 mortgage also int ended to convey the
House Parcel. Accordingly, the district court found that the Vangs intended to convey the
House Parcel in the 2005 mortgage, and the House Parcel passed to MERS in the
foreclosure sale. Because no other parties disputed that the chain of title intended to convey
the House Parcel, the district court further found that Moore i s the proper owner of the
House Parcel. The district court concluded that the 2005 mortgage “should be reformed as
a matter of equity to correct the error in the 2005 [m]ortgage’s legal description,” and that
“[t]he subsequent conveyances should also be reformed to reflec t this intention.” This
appeal follows.
D E C I S I O N
This court “review[s] a distric t court’s summary judgment deci sion de novo. In
doing so, [this court] determine[s] whether the district court properly applied the law and
whether there are genuine issues of material fact that preclude summary judgment.”
Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010)
(citation omitted). Summary judgment must be granted “if the p leadings, depositions,
answers to interrogatories, and admissions on file, together with [any] affidavits . . . 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 (2016). A genuine issue of fact exists
when reasonable minds can draw different conclusions from the evidence presented. DLH,
Inc. v. Russ, 566 N.W.2d 60, 69 (Minn. 1997).
Appellant claims that summary judgment was not appropriate and while she does
not challenge the reformation of the 2005 mortgage, she does as sert that the district court

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erred in reforming the sheriff’s certificate of sale. She asserts that there is no evidence that
the sheriff agreed to sell land other than the Pool Parcel, which was described in the notice
of sale, and the House Parcel did not pass in the foreclosure s ale. She further argues that
the notice of sale failed to include the House Parcel, and its inclusion violates Minn. Stat.
§ 580.04(a)(4) (2018). Additionally, appellant contends that M ERS could have sold less
than the full amount of the land mortgaged to satisfy the debt.
As a threshold issue, a sheri ff’s certificate of sale may be reformed. Everson v. De
Schepper, 195 N.W. 927, 927 (Minn. 1923); Nw. Mut. Life Ins. Co. v. Murphy, 114 N.W.
360, 361 (Minn. 1908). Acquiring property at a foreclosure sal e is in the nature of
acquiring that land by contract. See Everson, 195 N.W. at 928 (describing the process of
bidding at a foreclosure sale using the words “offer,” “contrac t,” “mutual assent,”
“contractual operation,” “meeting of the minds,” and “a complete contract of sale”). And
“[r]eformation is an equitable remedy that is available when a party seeks to alter or amend
language in a contract so that the contract reflects the parties’ true intent when they entered
into the contract.” SCI Minn. Funeral Servs., Inc. v. Washburn-McReavy Funeral Corp. ,
795 N.W.2d 855, 864 (Minn. 2011). Reformation of a contract is appropriate when
(1) there was a valid agreement between the parties expressing
their real intentions; (2) the written instrument failed to express
the real intentions of the parties; and (3) this failure was due to
a mutual mistake of the parties, or a unilateral mistake
accompanied by fraud or inequitable conduct by the other
party.

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Id. at 865 (quotation omitted). Provided the elements for reformation have been established
by “evidence which is clear and c onsistent, unequivocal and con vincing,” the sheriff’s
certificate may be reformed. Id.
Citing the language of the sheriff’s certificate of sale, appe llant maintains that there
is no evidence that the Ramsey County Sheriff intended to sell the House Parcel, in addition
to the Pool Parcel, at the sale in November 2009. While the sheriff or deputy sheriff must
conduct the sale, Minn. Stat. § 580.06 (2018), the sheriff or deputy sheriff must be directed
by the holder of the power of sale in order to do so. “[T]he s ale must be made by the
sheriff . . . who, in his capacity as auctioneer, is not the ag ent of either of the parties in
making the sale, but the agent of the law to secure a fair sale.” Klotz v. Jeddeloh, 276 N.W.
244, 245 (Minn. 1937) (quotation omitted). The sheriff’s inten t is therefore inapplicable;
instead, the relevant intent belongs to MERS as the acting hold er of the power of sale for
the 2005 mortgage. And the district court found that MERS agre ed that the sheriff’s
certificate contained only the legal description of the Pool Parcel due to a scrivener’s error.
Given that MERS intended to foreclose on both the House Parcel and Pool Parcel,
appellant’s argument that the sheriff intended otherwise is unpersuasive.
Appellant next asserts that the notice of foreclosure sale fai led to comply with Minn.
Stat. § 580.04(a)(4) because it did not contain the legal description of the House Parcel. In
a foreclosure by advertisement, a notice of foreclosure sale mu st contain, among other
things, “a description of the m ortgaged premises, conforming su bstantially to that
contained in the mortgage, and t he commonly used street address of the mortgaged
premises.” Minn. Stat. § 580.04(a)(4). Here, the notice of fo reclosure sale contained the

8
legal description of the Pool Parcel and the shared street address for the two parcels. The
2005 mortgage, as unreformed, also contained only the legal description of the Pool Parcel.
At the time of the sheriff’s sal e, the notice of foreclosure su bstantially conformed to the
mortgage in compliance with Minn. Stat. § 580.04(a)(4).
Appellant further asserts that the foreclosure sale could have sold less than the full
amount of the land mortgaged. In support of her argument, appe llant cites Minn. Stat.
§ 580.08 (2018) as analogous authority. Minn. Stat. § 580.08 applies to separate tracts of
land or farms and requires that they be sold separately. See Hunter v. Anchor Bank, N.A.,
842 N.W.2d 10, 13, 17 (Minn. A pp. 2013) (concluding that a fore closure sale was void
because two separate mortgaged properties were sold in one fore closure sale in violation
o f M i n n . S t a t . § 5 8 0 . 0 8 ) , review denied (Minn. Mar. 18, 2014). But in this case, the
property at issue shares a street address and tax parcel identi fication number. The Office
of the Ramsey County Recorder also rejected the Pacific Union m ortgage and 2016 deed
because the legal description, des cribing solely the Pool Parce l, created an improper lot
split. Because the parcels were required to be sold together to avoid lot-split issues, Minn.
Stat. § 580.08 does not support appellant’s contention that the parcels could have been sold
separately.
The district court appropriately reformed the 2005 mortgage to reflect the parties’
intent to include the House Parcel in the mortgage. On their loan application for the 2005
mortgage, the Vangs indicated that they applied for a conventio nal loan to refinance their
property. The Vangs identified the “subject property address” as the full address of the
property—an address that applies to the House Parcel. Moreover, the Vangs stated that the

9
“property will be primary residen ce,” and they identified the “ purpose of refinance” as
“home improvement.” Given these facts, the district court dete rmined that the parties to
the 2005 mortgage intended to inc lude the House Parcel in the i nstrument and reformed
the 2005 mortgage to reflect that objective.
The sheriff’s certificate of sal e mirrored that same intention . F o l l o w i n g t h e
foreclosure sale, the legal description contained in the sherif f’s certificate of sale
conformed to the legal description contained in the 2005 mortgage. There is nothing in the
record to suggest that the partie s intended to foreclose on les s than the full amount of the
property mortgaged. Because there is no genuine issue of mater ial fact and respondents
are entitled to judgment as a matter of law, the district court d i d n o t e r r i n g r a n t i n g
respondents’ motion for summary judgment.
Affirmed.