Joel S. Rabbe, et al., Appellants,

This opinion will be unpublished and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
A18-1845

Joel S. Rabbe, et al.,
Appellants,

vs.

Farmers State Bank of Trimont, et al.,
Respondents,

Allen Kahler, et al.,
Respondents.

Filed June 10, 2019
Affirmed
Rodenberg, Judge

Martin County District Court
File No. 46-CV-17-829

Gregory S. Otsuka, J. Robert Keena, Micheal P. Srodoski, Hellmu th & Johnson, Edina,
Minnesota (for appellants Joel S. Rabbe, Kirsten C. Rabbe, Jon E. Rabbe, Debra A. Rabbe,
Joyce L. Rabbe, and Rabbe Farms LLP)

Dustan J. Cross, Dean M. Zimmer li, Gislason & Hunter LLP, New U lm, Minnesota (for
respondents Farmers State Bank of Trimont, Michael Mulder, and Robert Connors)

David J. McGee, Natalie R. Walz, Chestnut Cambronne PA, Minneapolis, Minnesota (for
respondents Land Services Unlim ited, Inc., Auctioneer Alley, In c., Allen Kahler, Kevin
Kahler, Ryan Kahler, Dustyn Hartung, and Leah Hartung)

Considered and decided by Bjorkman, Presiding Judge; Rodenberg , Judge; and
Reyes, Judge.

2
U N P U B L I S H E D O P I N I O N
RODENBERG, Judge
In this appeal after the entry of final judgment as to some bu t not all of the claims
under Minn. R. Civ. P. 54.02, appellants argue that the district court erred by determining
that their commercial grain-elevator properties are not “agricultural land” under Minn. Stat.
§ 500.245 (2018) and abused its d iscretion in denying appellants’ request to continue the
dispositive motions so as to allow additional discovery. Appel lants also challenge the
district court’s conclusion that Minn. Stat. § 500.245 does not allow a private cause of
action by preceding owners against a foreclosing lender and its agents for fraud. We affirm.
FACTS
Appellants, owners of Rabbe Farms LLP, once owned over 1,700 a cres of farmland
in and around Martin County.1 In 2013 and 2014, appellants borrowed over $17,000,000
from respondent Farmers State Bank Trimont (FSB). 2 The loans were secured by FSB’s
mortgages on several parcels of farmland owned by appellants. Rabbe Farms also granted
FSB a mortgage on four commercial grain elevators, including grain-elevator properties in
Trimont and Sherburn.

1 Appellants are the owners of Rabbe Farms LLP. Rabbe Farms is a Minnesota LLP with
a registered office in Trimont. Rabbe Farms is owned by severa l members of the Rabbe
family, and appellant Joel Rabbe is the managing partner of Rabbe Farms.

2 Respondents are Farmers State Bank of Trimont, Auctioneer Alle y Inc., and Land
Services Unlimited. Auctioneer Alley and Land Services did not file a brief. We refer to
respondents separately when needed for identification. Respondent Michael Mulder is the
President and Chief Executive Officer of FSB, and respondent Robert Conners is the Vice
President of FSB.

3
In June 2014, appellants defaulte d on the FSB loans. In Septe mber 2015, Rabbe
Farms filed for chapter 11 bankruptcy protection. FSB commence d a foreclosure on the
parcels of appellants’ farmland not owned by Rabbe Farms. Afte r the bankruptcy
proceedings concluded, FSB acqui red both the farmland and the e levator properties and
sought to sell the real estate that had secured the loans.
FSB sold the Trimont and Sherburn elevator properties to third parties in July 2017.
But FSB did not send appellants a notice of the right of first refusal because FSB did not
believe that the properties were “agricultural land” as defined i n M i n n . S t a t . § 5 0 0 . 2 4
(2018). The grain-elevator prop erties had been used by appella nts as part of their grain
business, and the buildings thereon were used for “delivering, storing, and segregating seed
and/or other identity preserved (IP) products.” Small portions of each of the grain-elevator
properties contained bare land that appellants assert could be tilled, despite the properties
not having been recently farmed. On these elevator properties were situated offices, pit
buildings, grain legs, and grain bins. An October 2017 certificate from the Martin County
Assessor confirmed that the properties were not classified as e ither agricultural land or as
a farm homestead.
FSB retained respondent Land Services to assist in selling the various parcels of
property. Land Services appraised appellants’ land and valued the farmland at $7,858 per
tillable acre. In July 2017, FSB and a third party entered into a purchase agreement for the
purchase of 116 acres of the farmland formerly owned by appellants. The third-party buyer
offered to pay, and FSB accepted, $8,500 per acre. After entering into a written agreement

4
with the third-party buyer, FSB notified appellants of their right of first refusal to purchase
the property under section 500.245.
FSB entered into three more purch ase agreements to sell six add itional parcels of
the former Rabbe farmland to third parties. After each such pu rchase agreement, FSB
notified appellants of their right of first refusal. Each of t he offers contained a “notice of
offer to buy agricultural land” and contained the language required by section 500.245—a
description of the property, a copy of the purchase agreement w ith the purchaser’s name
redacted, and an affidavit from FSB’s president, affirming that the purchase agreement was
“true, accurate, and made in good faith.”
Appellants did not exercise their right of first refusal on any of the farmland.
Instead, appellants commenced this action, alleging that respon dents violated Minn. Stat.
§ 500.245 by failing to provide no tice of the right of first re fusal for the grain-elevator
properties and by fraudulently obtaining “artificially inflated offers” from third-party
buyers for the farmland. In their suit, appellants claimed tha t the elevator properties are
agricultural land and that appellants have a right of first ref usal. Appellants asked the
district court to declare FSB th e owner of the Trimont and Sher burn elevators and the
farmland subject to appellants’ right of first refusal in those properties.
Appellants also claimed that FSB violated the hold-harmless clause in Minn. Stat.
§ 500.245, invalidating the purchase agreements and confirming that respondents acted in
bad faith. Respondents counterclaimed for slander of title bec ause of the notices of lis
pendens appellants recorded. Appellants moved to dismiss the counterclaim; respondents
FSB, Land Services, and Auctioneer Alley moved for summary judgment.

5
Appellants requested the district court to continue the hearing on respondents’
summary-judgment motions so as t o allow appellants to conduct a dditional discovery.
After the close of the summary-judgment hearing, appellants fil ed several affidavits and
documents in an attempt to show that the elevator properties ar e agricultural land. The
district court declined to consid er these late-filed documents and denied appellants’
continuance request.
The district court granted respon dents’ motions for summary jud gment and
dismissed appellants’ complaint. The district court determined that the grain-elevator
properties are not agricultural land under section 500.245 and that section 500.245 does
not provide a private cause of action when a purchase offer is the product of fraud or not
made in good faith. The district court did not dispose of FSB’s counterclaim. The parties
then agreed that the district court could enter judgment on the summary-judgment dismissal
of appellant’s complaint and hold in abeyance litigation concerning FSB’s counterclaim.
The district court entered final judgment dismissing appellants’ complaint under Minn. R.
Civ. P. 54.02.
This appeal followed.
D E C I S I O N
Before reaching the merits of th is appeal, it is useful to begi n our discussion by
identifying the legal claims asserted by appellants in their complaint, the factual allegations
made in support of those allegations, and the issues raised on appeal.
Count I of the complaint alleges that FSB sold the grain-elevator properties without
having first given a right-of-first-refusal notice to appellants. Appellants seek to invalidate

6
the transfers and to have the district court order FSB to re-sell the properties after notifying
appellants of their right of fi rst refusal. Appellants advance two reasons why the grain-
elevator properties are “agricultural land.” They argue that g rain-storage facilities are
“agricultural land” despite being zoned for industrial use, and are therefore used in
“farming.” They also argue that those parcels are “agricultura l land” because each parcel
includes a small portion of land that could be tilled and is therefore “capable of being used
for farming” within the meaning of Minn. Stat. § 500.24, subd. 2(g).
Count II of the complaint alleges that the farmland formerly ow ned by appellants
was appraised in May 2017 at a value of “$7,334 per deeded acre and $7,858 per tillable
acre,” but that FSB sold the property for an “inflated” price of “approximately $8,500 per
acre” as a result of “false representations” FSB made to the su bsequent purchasers. This,
appellants allege, entitles them to invalidation of the sales to the subsequent purchasers—
who are not parties to this litigation—and to re-notification o f appellants’ right of first
refusal “at a fair and non-fraudulent price, as determined by a neutral and impartial
valuation method.”3
“[Appellate courts] review a district court’s summary judgment decision de novo. In
doing so, [appellate courts] determine whether the district cou rt properly applied the law
and whether there are genuine issues of material fact that prec lude summary judgment.”
Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010)

3 Count III of the complaint alle ged statutory violations by a r eal estate broker or
salesperson. Appellants do not challenge the district court’s dismissal of count III on
appeal.

7
(citation omitted). Summary judgment is appropriate “if the movant shows that there is no
genuine issue as to any material fact and the movant is entitled to judgment as a matter of
law.” Minn. R. Civ. P. 56.01.4 Appellate courts view the facts in the light most favorable
t o t h e n o n m o v i n g p a r t y . Sanchez v. Dahlke Trailer Sales, Inc. , 897 N.W.2d 267, 270
(Minn. 2017). A “metaphysical doubt” as to a fact issue will not defeat summary judgment.
DLH, Inc. v. Russ, 566 N.W.2d 60, 72 (Minn. 1997). Summary judgment should be granted
for the defendant “when the record reflects a complete lack of proof on an essential element
of the plaintiff’s claim.” Lubbers v. Anderson, 539 N.W.2d 398, 401 (Minn. 1995).
I. The district court did not abuse its discretion in denying a ppellants’
continuance motion and in declin ing to consider appellants’ lat e-filed
documents.

We first address appellants’ argument that the district court a bused its discretion
when it denied their request t o continue the dispositive motions for further discovery and
declined to consider their un timely filed documents submitted a f t e r t h e c l o s e o f t h e
summary-judgment hearing record.
To survive summary judgment on their claim that respondents improperly sold the
grain-elevator properties because appellants were not notified of their right of first refusal,

4 The district court applied the former version of rule 56 which at the time was Minn. R.
Civ. P. 56.03. The rule was recently “revamped” to more “closely follow” the federal rules
and was renumbered to Minn. R. Civ. P. 56.01. Minn. R. Civ. P. 56 2018 advisory comm.
cmt. When promulgating amendments to rule 56, effective on July 1, 2018 and applicable
to pending cases, the supreme co urt specifically indicated that amended language on the
standard for granting summary jud gment reflects Minnesota case law. Order
Promulgating Amendments to Rules of Civil Procedure , No. ADM04-8001 (Minn.
Mar. 13, 2018). Because the legal standard is unchanged, we cite to the current version of
rule 56.01.

8
appellants must show a genuine issue of material fact concerning whether these properties
were “agricultural land.”
A district court’s decision to rule on a summary judgment motion without allowing
additional discovery is reviewed for an abuse of discretion. Molde v. CitiMortgage, Inc.,
781 N.W.2d 36, 45 (Minn. App. 2010). If the nonmovant shows by affidavit that, for
specified reasons, it cannot present facts essential to justify the party’s opposition, the
district court may defer consider ation of the motion or deny it , allow additional time to
obtain affidavits or take discovery, or issue any other appropriate order. Minn. R. Civ. P.
56.04.5 There is a “presumption in favor of granting continuances to allow sufficient time
for discovery.” Cargill Inc. v. Jorgenson Farms, 719 N.W.2d 226, 231 (Minn. App. 2006).
The district court must consider t wo factors in determining whe ther to grant a
motion for a continuance: (1) whether the nonmoving party is s eeking further discovery
in the good-faith belief that material facts will be uncovered or merely engaging in a fishing
expedition; and (2) whether the nonmoving party has been diligent in obtaining or seeking
discovery. City of Maple Grove v. Marketline Constr. Capital, LLC, 802 N.W.2d 809, 818
(Minn. App. 2011). But when discovery would not assist the dis trict court or change the
result of the summary-judgment motion, the district court does not abuse its discretion by
granting the summary-judgment motion without granting the continuance. QBE Ins. Corp.

5 The district court applied the former vision of rule 56.04 which at the time was Minn. R.
Civ. P. 56.06. As discussed, the rule was “revamped” and reorg anized to more closely
follow the federal rules of civil procedure. Because the legal standard is unchanged, we
cite to the current version of rule 56.04.

9
v. Twin Homes of French Ridge Homeowners Ass’n , 778 N.W.2d 393, 400 (Minn. App.
2010).
Continuance Request for Additional Discovery
Appellants argue that the distri ct court abused its discretion when it denied their
continuance request because additi onal discovery would have all owed them to rebut the
land-classification presumption created by the assessor certificates.
Appellants filed their complaint on September 20, 2017. In October 2017, after the
grain-elevator properties had been sold, the Martin County Assessor issued two certificates
certifying that neither the Sherb urn Elevator nor the Trimont E levator were classified as
agricultural land. FSB moved for summary judgment on December 22, 2017, and Land
Services and Auctioneer Alley moved for summary judgment on Jan uary 31, 2018.
Appellants opposed respondents’ summary-judgment motions, argui ng that summary
judgment would be premature because the parties had not completed discovery. And it is
the case, as appellants note, that the district court’s schedul ing order set a conclusion-of-
discovery date of August 7, 2018, more than seven months after respondent FSB’s motion
for summary judgment.
Appellants point to no evidence t hat they believe would rebut t he assessor’s
certificate that the grain-elevator properties are zoned for in dustrial use. That fact seems
undisputed. Appellants’ arguments opposing summary judgment, and their arguments on
appeal, are legal arguments about whether the grain-elevator pr operties are “agricultural
land.” In affidavits, appellants asserted that, because small portions of the grain-elevator
properties included land that had once been used for farming as share-crop ground, the

10
properties were “agricultural land” within the meaning of sections 500.24, subd. 2(g), and
500.245. But the district court noted that the “small amount o f potentially tillable land
does not transform an industrial acreage into agricultural land.”
While it is true that the discove ry period set by the district court remained open
when the district court granted respondents’ summary-judgment m otions, appellants had
ample time after disclosure of the assessor’s certificate to have rebutted the presumption in
the assessor’s certificate. See Rice v. Perl , 320 N.W.2d 407, 413 (Minn. 1982) (plaintiff
was diligent in seeking discovery when defendants moved for summary judgment roughly
two weeks after filing of complaint, and it was therefore error for district court to deny
plaintiff’s motion for continuance); Cargill, 719 N.W.2d at 231 (denying motion for
continuance when Cargill had ab out seven months to conduct disc overy from the time it
served its complaint). The district court did not abuse its discretion by denying appellants’
continuance motion where “continued discovery would be fruitless.”
Late-Filed Documents
Appellants also argue that the district court should have consi dered affidavits and
documents they submitted after the close of the summary-judgment-hearing record. Those
documents were filed to support count II of their complaint, al leging that the purchase
agreements were not made in good faith.
The General Rules of Practice fo r the District Courts are very clear concerning
motion practice generally and dispositive motions specifically. The rules require filing a
dispositive motion at least 28 days before the hearing. Minn. R. Gen. Prac. 115.03(a).
Responsive filings must be served and filed at least nine days before the hearing. Minn.

11
R. Gen. Prac. 115.03(b). Respondent FSB’s motion for summary j udgment was filed on
December 22, 2017, with a hearing date of February 29, 2018, all in compliance with the
requirements of rule 115. On April 19, 2018, appellants sought to file affidavits that they
contend would show that the purc hase agreements with the third- party buyers were not
made in good faith. Appellants’ filing was late. See Minn. Gen. R. Prac. 115.03(b)
(requiring that a party responding to a motion must serve a mem orandum of law and
supplementary affidavits and e xhibits on opposing counsel, and file documents with the
court administrator at least nine days before the hearing).
Appellants offered no good reason why the documents were filed late. And nothing
in rule 115.03 excuses late-filed documents because the discove ry period remains open.
The late-filed documents appear to have been a last-minute effort to raise issues that could
and should have been addressed before the summary-judgment moti on hearing. The
district court did not abuse its d iscretion by denying appellan ts’ request to consider
appellants’ untimely filings. See Am. Warehousing & Distrib., Inc. v. Michael Ede Mgmt.,
Inc., 414 N.W.2d 554, 557 (Minn. App. 1987) (upholding a district c ourt’s refusal to
consider an affidavit submitted four days after a summary-judgm ent hearing), review
dismissed (Minn. Jan. 20, 1988).
II. The district court did not err in determining that the grai n-elevator properties
are not “agricultural land” under Minn. Stat. § 500.245.

Appellants argue that the district court erroneously interpreted section 500.245 and
that the grain-elevator properties are “agricultural land.” Appellants assert that they were
therefore improperly denied their right of first refusal under Minn. Stat. § 500.245.

12
Whether the district court properl y applied Minn. Stat. § 500.2 45 is a question of
statutory interpretation. Appe llate courts review questions of statutory interpretation de
novo. Caldas v. Affordable Granite & Stone, Inc. , 820 N.W.2d 826, 836 (Minn. 2012).
The object of statutory interpretation is to ascertain and effe ctuate the intention of the
legislative body. Minn. Stat. § 645.16 (2018). “If the langua ge of the statute is clear and
free from ambiguity, the court’s role is to enforce the languag e of the statute and not
explore the spirit or purpose of the law.” Caldas, 820 N.W.2d at 836. “If the Legislature’s
intent is clear from the unambiguous language of the statute, we apply the statute according
to its plain meaning.” Staab v. Diocese of St. Cloud , 853 N.W.2d 713, 716-17 (Minn.
2014).
Minn. Stat. § 500.245 is titled “Right of First Refusal for Agricultural Land.” It is
organized with other statutes re lating to “Use of Agricultural Land by Business
Organizations.” Although appellate courts are not permitted to consider the caption as part
of the statute, the headings are relevant to legislative intent where they were present in the
bill during the legislative process. Minn. Express, Inc. v. Travelers Ins. Co., 333 N.W.2d
871, 873 (Minn. 1983). Section 500.24 identifies the legislative purpose underlying these
statutes:
The legislature finds that it is in the best interests of the s tate
to encourage and protect the family farm as a basic economic
unit, to insure it as the most socially desirable mode of
agricultural production, and to enhance and promote the
stability and well-being of rural society in Minnesota and the
nuclear family.

Minn. Stat. § 500.24, subd. 1.

13
At issue here is the meaning of “agricultural land” as used in Minn. Stat. § 500.245.
“Agricultural land” is defined in Minn. Stat. § 500.24 as “real estate used for farming or
capable of being used for farming in this state.” Minn. Stat. § 500.24, subd. 2(g).
“Farming” is defined in section 500.24, and means the “producti on of (1) agricultural
products; (2) livestock or livestock products; (3) milk or milk products; or (4) fruit or other
horticultural products.” Id., subd. 2(a). Farming does not include “the processing, refining,
or packaging of said products.” Id.6
Section 500.245 provides that a
corporation . . . may not lease or sell agricultural land or a farm
homestead before offering or making a good faith effort to
offer the land for sale or lease to the immediately preceding
former owner at a price no higher than the highest price offered
by a third party that is acceptable to the seller or lessor.

Minn. Stat. § 500.245, subd. 1(a). The statute also provides that:
The offer must be made on th e notice to offer form under
subdivision 2. . . . Thi s subdivision applies only to a sale o r
lease when the seller or lessor acquired the property by
enforcing a debt against the agricultural land or farm
homestead, including foreclosur e of a mortgage, accepting a
deed in lieu of foreclosure, terminating a contract for deed, o r
accepting a deed in lieu of termi nating a contract for deed.
Selling or leasing property to a third party at a price is prim a
facie evidence that the price is acceptable to the seller or lessor.

6 The definition of farming in Minn. Stat. § 500.24, subd. 2, “ appl[ies] to [that] section.”
That section does not necessarily include whether those definit ions also apply to section
500.245. Before 1997, the defi nitions and first-refusal provision were in one statute, but
section 500.245 was separated out in 1997. See 1997 Minn. Laws. ch. 126, § 6, at 852
(taking Minn. Stat. § 500.24, subds. 6, 7, 8, and renumbering them as Minn. Stat. § 500.245,
subds. 1, 2, 3, and explaining that section heading for Minn. S tat. § 500.245 is “Right of
First Refusal for Agricultural Land”). We assume without decid ing that the definition in
section 500.24 applies to section 500.245.

14
Id. The statute also requires that the seller provide “written no tice to the immediately
preceding former owner that the agricultural land . . . will be offered for sale at least 14
days before” it is offered for sale. Id.
Neither party disputes the applicable statutory definition of “real estate.” Appellants
assert that the grain-elevator properties were used in the “pro duction” of agricultural
products and are therefore “agricultural land.”
The statute does not further define “production” as that word is used in the definition
of farming. In the absence of a statutory definition, we interpret the words used in a statute
according to their plain and ordi nary meaning. Minn. Stat. § 6 45.08(1) (2018); Shire v.
Rosemount, Inc., 875 N.W.2d 289, 297 (Minn. 2016). We read and construe a statute as a
whole and must interpret each section in light of the surroundi ng circumstances to avoid
conflicting interpretations. Am. Family Ins. Grp. v. Schroedl, 616 N.W.2d 273, 277 (Minn.
2000).
“Production” means “[t]he act or process of producing” or “[t]he creation of value
or wealth by producing goods and services.” American Heritage Dictionary of the English
Language 1406 (5th ed. 2011). Black’s Law Dictionary defines production as “[t]he act or
process of making or growing things, esp. those to be sold” and it is “[t]he amount of goods
that are made or grown; esp., the tangible result of industrial or other labor.” Black’s Law
Dictionary 1402 (10th ed. 2014).
Section 500.245 provides that fa rming does not include “the processing, refining, or
packaging” of agricultural products. While section 500.245 doe s not expand on those
definitions, processing means, “[t]o put through the steps of a prescribed procedure” and

15
“[t]o prepare treat, or convert b y subjecting to a special proc ess.” American Heritage
Dictionary, supra, at 1404. Refining means, “[t]o reduce to a pure state; purify” and “[t]o
remove by purifying. Id. at 1517. Packaging means “[t]o place into a package or make a
package of.” Id. at 1264.
“A certificate indicating whether or not the property contains agricultural land or a
farm homestead that is signed by the county assessor where the property is located and
recorded . . . is prima facie evidence of whether the property is agricultural land or a farm
homestead.” Minn. Stat. § 500.245, subd. 1(j).
Count I of appellants’ complaint asserts that, because the grai n-elevator properties
were agricultural land, appellant s had a right of first refusal under section 500.245. But
under the plain language of the statute, appellants’ commercial grain-elevator properties,
mainly used for grain storage, are not property that is used in the production of agricultural
products. The district court properly applied the statute’s plain language in concluding that
they are not agricultural land. See Minn. Stat. § 500.24, subd. 2(a).
The definition of “farming” unambiguously relates to production . T h e g r a i n -
elevator properties were used for storage and shipping, all of which occur after production
is complete. “Storage” is “[t]he act of storing goods.” American Heritage Dictionary ,
supra, at 1720. “Storing” means, “[t]o reserve or put away for futu re use” and “[t]o fill,
supply, or stock.” Id. Given the plain-language meaning of storage, we agree with th e
district court that storage occurs after production is complete . Property used for storing
agricultural products is not “agricultural land.”

16
Storage is not part of production—the absence of storage from t he exclusionary
language is irrelevant because storage is not part of productio n. To include storage as
production and include it as farming would result in an absurd result—if storage were
included in the farming definition, then grain elevators all ac ross the state would be
violating the anti-corporate farming law. See Minn. Stat. § 500.24, subd. 3 (2018) (stating
that Minnesota’s anti-corporate farming statute restricts farmi ng and ownership of
agricultural land by corporations); see also Minn. Stat. § 645.17(1) (2018) (stating that in
ascertaining legislative intent, courts presume that the legisl ature does not intend results
that are absurd, impossible of execution, or unreasonable).
Appellants also argue that, even if storage is not included in production, these
particular grain-elevator prop erties are agricultural land beca use portions of each are
“capable of being used for farmi ng.” Each of the grain-elevato r properties contain some
land not occupied by buildings which could theoretically be converted to tilled land. There
is no evidence in the record that these parcels have recently been used in the production of
agricultural products.
The statutory definition provides that agricultural land is “re al estate used for
farming or capable of being used for farming.” Minn. Stat. § 500.24, subd. 2(g). Whether
appellants’ “tillable” ground is “agricultural land” depends, in part, on whether the land is
real estate “used for farming or capable of being used for farm ing.” Because the land
surrounding the grain elevators is not currently used for farmi ng, we must interpret the
meaning of “capable” as used in section 500.24, subd. 2(g).

17
As stated, statutory interpreta tion is a question of law that a ppellate courts review
de novo. Caldas, 820 N.W.2d at 836. The first step of statutory interpretatio n is to
determine whether the statute’s language, on its face, is ambiguous. Christianson v. Henke,
831 N.W.2d 532, 536 (Minn. 2013). Where the legislature’s inte nt is clear from the
statute’s unambiguous language, courts apply the statute accord ing to its plain meaning.
Staab, 853 N.W.2d at 716-17. “But if a statute is susceptible to more than one reasonable
interpretation, the statute is ambiguous, and [appellate courts ] will consider other factors
to ascertain the Legislature’s intent.” Id. at 717.
The plain-language definition of “capable” means “[h]aving cap acity or ability;
efficient and able.” American Heritage Dictionary, supra, at 274. Most land could, with
enough effort, be “capable of be ing used for farming.” Minn. S tat. § 500.24, subd. 2(g).
Because “capable” in this context is not further defined and is subject to more than one
reasonable interpretation, the statute is ambiguous.
“When confronted with an ambiguous statute, we use other interp retative tools to
discern the meaning of the statute.” In re J.M.M., 890 N.W.2d 750, 754 (Minn. App. 2017).
Courts do not construe statutes to reach results that are “absu rd, impossible of execution,
or unreasonable” because the legislature does not intend such r esults. Minn. Stat.
§ 645.17(1). Here, the legislatu re could not have intended the definition of agricultural
land to include whatever might be theoretically possible. We a gree with respondents that
virtually all land would be capable of being used for some type of farming if the buildings
and structures were to be removed and other modifications made.

18
The statute’s language suggests that the current use of land is the relevant inquiry.
The words “used for farming or capable of being used for farming,” must be understood in
that context. See Cocchiarella v. Driggs, 884 N.W.2d 621, 625 (Minn. 2016) (stating that
when a word has a variety of meanings, we examine the context in which the word appears).
Land such as winter farmland or conservation reserve program (C RP) acreage 7 a r e
examples of land not actually being used for farming that is still “capable” of being so used.
Here, a small portion of the land on which the grain elevators are located could be tilled—
the same could be said of much of the land in Minnesota. But those small portions of land
are not tilled and there is no re cord evidence of when the land was last tilled. The grain-
elevator parcels are not currently classified as agricultural land. The properties are zoned
industrial.8
Because the grain-elevator properties are not currently being u sed for farming and
because they are not currently capable of being used for farming, they are not agricultural
land under Minn. Stat. § 500.245.
Appellants argue that respondents’ counsel having prepared the assessor’s
certificate showing the elevator p roperties to be classified fo r industrial—and not for

7 Land used as CRP is “enrolled through the use of contracts to assist owners and operators
of land . . . to conserve and improve the soil, water, and wildlife resources of such land and
to address issues raised by State, regional, and national conservation initiatives.” 16 U.S.C.
§ 3831(a) (Supp. 2014). Eligible CRP land includes “highly erodible cropland” and other
types of land that will aid in soil and water conservation and quality. Id., (b).

8 The record does not provide further detail on the property’s z oning classification as
“industrial” land. The record doe s indicate, however, that the property was classified as
industrial because it has been used for business and commercial purposes.

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agricultural—use is of some relev ance. But nothing in the reco rd suggests that the
certificate is inaccurate or fraudulent. There is no fact issu e concerning the classification
of these parcels, regardless of who prepared the certificate. The county assessor’s
certificate provides prima facie evidence of the agricultural p roperty. Minn. Stat.
§ 500.245, subd. 1(j).
In sum, the district court did not err in determining that appellants did not rebut the
land-classification and that the grain-elevator properties are not agricultural property under
section 500.245.
III. Even if we assume that sect ion 500.245 provides appellants a cause of action,
appellants’ claim that respondents’ sale to a buyer for a greater per-acre price
than an earlier appraisal does not state a claim against respondents under that
section.

Appellants argue that, because Minn. Stat. § 500.245, subd. 2(b ), requires that the
affidavits accompanying the notice of purchase be made in good faith, section 500.245,
subdivision 3, provides a private cause of action to a former owner when a purchase offer
is the product of fraud or not made in good faith.
Both parties cite to our decision in Ag Servs. of Am., Inc. v. Schroeder, 693 N.W.2d
227, 235 (Minn. App. 2005). But there we did not reach the question of whether a purchase
agreement would be void because of lack of good faith. Id. at 235. Instead, we concluded
that because Ag Services failed to provide the statutorily required 14-day notice of intent
to sell and affidavit of good fa ith, the Schroeders still had a right of first refusal, and the
purchase agreement between Ag Services and a third party was unenforceable. Id. at 237.
The district court here, trying to locate a statutory basis for count II of appellant’s

20
complaint, analyzed appellants’ claim under Minn. Stat. § 500.2 45, subd. 2(b), which
explains what must be included in the notice to the immediately preceding owner. For an
offer to sell, the required notice must include “a copy of the purchase agreement containing
the price and terms of the highest offer made by a third party that is acceptable to the seller
and a signed affidavit by the seller affirming that the purchase agreement is true, accurate,
and made in good faith.” Minn. Stat. § 500.245, subd. 2(b). T he affidavit requirement in
subdivision 2 provides for criminal penalties for perjury in cases where the affidavit is not
made in good faith or is fraudulent. Id., subd. 2(d). Subdivision 3 requires that:
An action for the recovery of title to or possession of real
property or any right in the property or any action for damages,
except damages for fraud, based upon a failure to comply with
the requirements of subdivisio n 1 or 2 must be commenced,
and a notice of lis pendens filed with the county recorder or
registrar of titles in the coun ty where the real property is
located, within three years afte r the conveyance on which the
action is based was recorded with the county recorder or
registrar of titles.

Minn. Stat. § 500.245, subd. 3.
The district court concluded that subdivision 2 only refers to “good faith” in the
context of a purchase agreement. It therefore held that, because subdivision 2(d) expressly
provides for criminal perjury charges if an affidavit is false or not in good faith, the statute
does not create an implied cause of action.
Our decision does not rely on the district court’s analysis of the statute. We assume,
without deciding, that section 500.245, subd. 2(b), provides a private cause of action. But,
even if section 500.245 provides a private cause of action, appellants have failed to state a
claim against respondents under the statute.

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Appellants’ complaint did not a llege that respondents’ affidavits were false or that
respondents failed to comply with the requirements of the statu te concerning those
affidavits. In count II of their complaint, appellants alleged that FSB procured offers on
the land formerly owned by appellants “by fraudulent misreprese ntations” to the new
purchasers. Appellants’ only claim was that respondents “artificially inflated” the purchase
price to $8,500 per acre when the 2017 appraisal had been “$7,3 34 per deeded acre and
$7,858 per tillable acre.” Their claim is that FSB lied to the third-party buyers to obtain
the $8,500 per acre offers. This assertion, however, states no claim against respondents in
the context of chapter 500. The purchasers under the agreement s are not parties to this
litigation and have made no claim that the price they agreed to pay is unfair or resulted
from misrepresentations. The allegation that respondents were able to find a buyer to pay
somewhat more than an earlier appraisal, even if true, fails to s t a t e a c l a i m a g a i n s t
respondents under section 500.24.
In sum, the district court di d not abuse its discretion when i t denied appellants’
continuance request and declined t o consider their untimely fil ings. The district court
correctly determined that appella nts’ grain-elevator properties are not “agricultural land”
under section 500.245. And, beca use appellants failed to state a section 500.245 claim
against respondents, the district court did not err in dismissing their claims that respondents
had failed to comply with the good-faith-affidavit requirement.
Affirmed.