LaPlant Properties, Inc., Appellant,

This opinion will be unpublished and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
A19-0334

LaPlant Properties, Inc.,
Appellant,

vs.

State of Minnesota,
Respondent,

City of Buffalo, et al.,
Respondents.

Filed July 29, 2019
Affirmed
Cleary, Chief Judge

Wright County District Court
File No. 86-CV-18-3192

Steven J. Quam, Fredrikson & Byron, P.A., Minneapolis, Minnesota (for appellant)

Keith Ellison, Attorney General, William Young, Assistant Attor ney General, St. Paul,
Minnesota (for respondent State of Minnesota)

James J. Thomson, Elizabeth C. B rodeen-Kuo, Kennedy & Graven, C hartered,
Minneapolis, Minnesota (for respondents City of Buffalo and E&R Investments, LLC)

Considered and decided by Reyes, Presiding Judge; Cleary, Chie f Judge; and
Bjorkman, Judge.

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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
On appeal from the entry of final judgment, appellant LaPlant P roperties Inc.
challenges the district court’s grant of summary judgment in favor of respondents State of
Minnesota, City of Buffalo, and E&R Investments LLC. LaPlant argues that respondents,
through a series of conveyances, violated the statutory process created by Minn. Stat.
§ 161.16 (2018) and Minn. Stat. § 161.44 (2018), and have circu mvented the protections
afforded to former landowners aft e r t h e s t a t e h a s t a k e n l a n d t hrough condemnation
proceedings. Because we disagree with LaPlant’s reading of the statutes, we affirm.
FACTS
As part of a project converting a two-lane highway into a four- lane highway, the
state, through the commissioner of transportation, initiated co ndemnation proceedings to
acquire land from LaPlant in 2003. The state alleged that it was necessary for the state to
obtain the land in fee simple absolute, “for trunk highway purp oses.”1 LaPlant did not
object to the taking, and the district court granted the petition. Proceeding with its project,
the state expanded the highway and built a new city street on LaPlant’s former parcel. The
state also built a driveway on the land in order to prevent a separate parcel from becoming
landlocked.

1 While the commissioner is author ized to take land in fee simpl e absolute, Minn. Stat.
§ 161.20, subd. 2(1) (2018), it is not clear from the record before us why it was necessary
to take a fee simple absolute rather than a lesser interest.

3
In 2008, after completion of the project, the state conveyed part of LaPlant’s former
parcel to the city “for highway purposes,” pursuant to Minn. St at. § 161.16, subd. 4. The
city received the land underlying the city street, as well as s ome vacant land. Soon after,
the city discussed selling the vacant land to a car dealership, but the deal fell through. In
2015, the city invited developers to submit proposals to develo p the vacant land. E&R
submitted a proposal, which the city accepted. The city conveyed the land to E&R in 2016,
and E&R began developing it for commercial use. In 2017, a NAP A Aut o Parts store
opened on LaPlant’s former parcel.
LaPlant initiated this action in 2018, alleging that the statut ory scheme and the
language of the deed to the city did not allow the city to use the land for non-highway
purposes, and that the conveyance to E&R for commercial purpose s was therefore non-
binding and violated LaPlant’s s tatutory right to repurchase th e land under Minn. Stat.
§ 161.44. The parties agreed to conduct discovery in two phases, and after the first phase,
all parties moved for summary judgment. The state argued that its conveyance to the city
satisfied the statutes, and any claims by LaPlant against the state were barred by the statute
of limitations. The city and E&R argued that the conveyance fr om the city to E&R was
lawful, LaPlant’s claims were barred by the statute of limitations and laches, LaPlant lacks
standing, Minn. Stat. § 161.44 does not apply and does not create a private cause of action
for damages, and finally, a taking did not occur. LaPlant requested a declaration that it has
a valid interest in the land, the city’s conveyance to E&R was void, and LaPlant has a
private cause of action based on a violation of Minn. Stat. §§ 161.16, .44. In the alternative,

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LaPlant requested an order requi ring the city to commence conde mnation proceedings to
acquire LaPlant’s interest in the land.
The district court granted respon dents’ motions for summary jud gment and
dismissed the complaint. It reasoned that the state’s conveyance to the city occurred more
than six years before LaPlant filed suit and therefore LaPlant’ s challenge to that
conveyance was barred by the s tatute of limitations. In the al ternative, the district court
reasoned that the conveyance satisfied the requirements of Minn . Stat. § 161.16, subd. 4.
The district court also found that the city’s conveyance to E&R was lawful because Minn.
Stat. § 161.16 is silent on futu re conveyances and does not res trict a city’s ability to sell
land. The district court did not address any of the remaining arguments. LaPlant now
appeals.
D E C I S I O N
We review a district court’s decision granting summary judgment de novo.
Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010).
“In doing so, we determine whether the district court properly applied the law and whether
there are genuine issues of material fact that preclude summary judgment.” Id. If there are
no genuine issues of material fact, this court may affirm if th e district court’s decision is
correct on other grounds. Winkler v. Magnuson, 539 N.W.2d 821, 827 (Minn. App. 1995).
We begin our analysis with respo ndents’ argument that LaPlant l acks standing.
“Standing is a legal requirement t hat a party have a sufficient stake in a justiciable
controversy to seek relief from a court.” Lorix v. Crompton Corp., 736 N.W.2d 619, 624
(Minn. 2007). It “has been calle d one of ‘the most amorphous [ concepts] in the entire

5
domain of public law,’” and it is “filled with ‘complexities and uncertainties.’” Sundberg
v. Abbott, 423 N.W.2d 686, 688 (Minn. App. 1988) (alteration in original ) (quoting Flast
v. Cohen, 392 U.S. 83, 99, 88 S. Ct. 1942, 1952 (1968)), review denied (Minn. June 29,
1988). We are guided by the underlying principle of standing, which is to “ensure that the
factual and legal issues before the courts will be vigorously a nd adequately presented.”
Lorix, 736 N.W.2d at 624. Standing ca n be acquired in two ways: ei ther LaPlant has
suffered an injury-in-fact or it is the beneficiary of a legisl ative enactment granting
standing. Id.
LaPlant does not argue that it is the beneficiary of a legisla tive enactment granting
standing, so in order to have standing, it must have suffered an injury-in-fact. “An injury-
in-fact is a concrete and particul arized invasion of a legally protected interest.” Id.
Accordingly, LaPlant “must articulate a legally cognizable inte rest that it has suffered
because of the [respondents’] action[s] and that differs from injury to the interests of other
citizens generally.” Webb Golden Valley, LLC v. State, 865 N.W.2d 689, 693 (Minn. 2015)
(quotation omitted). “Standing is a jurisdictional issue, which we review de novo.” Id.
LaPlant argues that, as a former landowner, it has the right to repurchase the land
and the loss of that opportunity alleges an injury-in-fact sufficient to confer standing. We
a g r e e . L a P l a n t ’ s a r g u m e n t i s n o t m e r e l y t h a t t h e c i t y ’ s c o n v e yance to E&R was
inappropriate. Under LaPlant’s interpretation of the statutes, it has retained the right to
repurchase the land if it is no longer needed for highway purpo ses. LaPlant believes that
respondents’ actions have violated that right. If those actions are not challenged, LaPlant
will effectively lose its right to repurchase the land. This alleged interest is distinguishable

6
from the general public’s interes t in ensuring that the state a nd city follow the statutory
scheme. We do not doubt that LaPlant has “vigorously and adequ ately” presented its
argument that it has retained that right and its right has been violated. Lorix, 736 N.W.2d
at 624.
Turning to the substance of the case, we must consider whether respondents’ actions
have violated the statutory scheme and LaPlant’s rights. This issue involves a question of
statutory interpretation, which we review de novo. Sumner v. Jim Lupient Infiniti , 865
N.W.2d 706, 708 (Minn. 2015). “The object of all interpretation and construction of laws
is to ascertain and effectuate the intention of the legislature.” Minn. Stat. § 645.16 (2018).
“The first step in statutory interpretation is to determine whether the statute’s language, on
its face, is ambiguous.” Christianson v. Henke , 831 N.W.2d 532, 536 (Minn. 2013)
(quotations omitted). “If a statute is unambiguous, then we mu st apply the statute’s plain
meaning.” Sumner, 865 N.W.2d at 708.
Here, respondents’ actions did not violate the statutory scheme . A s L a P l a n t
concedes, the state’s conveyance to the city was proper under M inn. Stat. § 161.16, subd.
4(b). The city then conveyed the land to E&R pursuant to Minn. Stat. § 412.211 (2018).
This statute gives a statutory c ity broad authority to sell any real property it owns “as its
interests require.” Minn. Stat. § 412.211. There is no langua ge in Minn. Stat. § 412.211
that would prevent the city from conveying the property to E&R. Because respondents’
actions were lawful, the district court properly granted their motion for summary judgment.
LaPlant argues that, although the city has broad discretion to dispose of its land, it
cannot convey a greater interes t than it received from the stat e. It appears that LaPlant

7
believes that, under the state’s conveyance to the city and the statutory scheme, the state
granted the city the right to use the land for highway purposes , while the state retained an
interest in the land and LaPlant retained the statutory right t o repurchase the land before
either the state or city could convey the land to another priva t e p a r t y . L a P l a n t a r g u e s
further that because the city conveyed the land to a private party for commercial purposes,
it granted a greater interest than it received and violated LaP lant’s statutory right. We,
however, cannot discern a basis for concluding that LaPlant retained that statutory right or
that the city has conveyed a great er interest in the land than it received. We start with
LaPlant’s argument that it retained the right to repurchase the land pursuant to Minn. Stat.
§ 161.44, subd. 2.
Minn. Stat. § 161.44 is unambiguous, in that it would require the city or the state to
offer the land to LaPlant if the conveyance was being made purs uant to that statute. This
section gives the “commissioner” the power to “convey and quitclaim any lands . . . owned
in fee by the state for trunk highway purposes but no longer needed therefor.” Minn. Stat.
§ 161.44, subd. 1. When land is conveyed under this statute, the commissioner must first
offer to reconvey the land to the previous owner. Minn. Stat. § 161.44, subd. 2. If the
commissioner tried to convey the land to E&R pursuant to Minn. Stat. § 161.44, the
commissioner would first have to offer it for reconveyance to LaPlant.2

2 This statute applies to lands that “were part of a larger tract and the remainder of the tract
is still owned by the person . . . from whom the lands were acq uired,” or “lands [that]
constituted an entire tract.” Minn. Stat. § 161.44, subd. 2. LaPlant argues that the land at
issue qualifies as an entire tract, and respondents do not challenge that assertion.

8
In this case, however, the commissioner did not convey the lan d to E&R pursuant
to Minn. Stat. § 161.44; the commissioner conveyed the land to the city under Minn. Stat.
§ 161.16, subd. 4. This section independently gives the commis sioner the authority to
convey “all or part of the right-of-way” of an existing road to a city. Minn. Stat. § 161.16,
subd. 4(b). The section makes no reference to Minn. Stat. § 16 1.44 and explicitly states
that the commissioner may make such a conveyance “[n]otwithstan ding the other
provisions of [chapter 161] or other applicable laws and rules. ” M i n n . S t a t . § 1 6 1 . 1 6 ,
subd. 4(b). Because the land was conveyed to the city pursuant to Minn. Stat. § 161.16,
subd. 4(b), the commissioner was not required to offer the land to LaPlant.
The city was also not required to offer the property for recon veyance to LaPlant
because Minn. Stat. § 161.44 does not apply to actions taken by the city. “Commissioner”
is defined as “the commissioner of transportation.” Minn. Stat. §§ 160.02, subd. 8, 161.01
(2018). Here, the city was conveying the land, not the commissioner of transportation. In
addition, Minn. Stat. § 161.44, subd. 1, specifically refers to “lands . . . owned in fee by the
state for trunk highway purposes,” and the land at issue here w as owned by the city, not
the state.
LaPlant invites this court to conclude that Minn. Stat. § 161.4 4 grants it a right to
repurchase that runs with the land, but we cannot find support for that interpretation in the
statute. To put it simply, Minn. Stat. § 161.44, subd. 2, only requires the state to offer land
for reconveyance to a former owner if the state conveyed the la nd pursuant to Minn. Stat.
§ 161.44. Because neither the conveyance from the state to the city nor the conveyance

9
from the city to E&R implicated Minn. Stat. § 161.44, the conveyances did not violate the
procedure required by Minn. Stat. § 161.44.
Turning to LaPlant’s next argument, we conclude that the city did not pass a greater
interest than it received. LaPlant argues that the deed and Minn. Stat. § 161.16, subd. 4(b)
should be interpreted to mean tha t the state granted the city t he right to use the land for
highway purposes, but not for commercial purposes. The distric t court disagreed,
concluding that the city did not receive a limited interest bec ause Minn. Stat. § 161.16 is
silent on future conveyances. I mplicit in the district court’s decision is that the deed did
not convey a limited interest to the city. We first consider w hat interest passed from the
state to the city.
When determining what interest passed through a deed, we “look to the deed to
ascertain and give effect to the intention of the parties to th e instrument.” State v. Hess,
684 N.W.2d 414, 423 (Minn. 2004). The deed must be construed as a whole and not upon
disjointed parts. Id. If the language of the deed is ambiguous, the court may consider the
surrounding circumstances and the parties’ situation to determi ne their intent. Id. The
deed from the state to the city provided:
Upon said determination and pursuant to Minnesota Statutes,
Section 161.16, Subdivision 4, . . . the State of Minnesota,
Grantor . . . hereby conveys and quitclaims to the City of
Buffalo, Grantee, for highway purposes, all its interest
including any conditions, rest rictions, covenants and
easements that run with the land; except that access to Trunk
Highway No. 69 renumbered 55 from the lands herein
described shall be restricted as hereinafter set forth in the
reservation clause.

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This language is not ambiguous and does not create a restriction on the city’s use of
the land. The state held the land in fee simple absolute. By the plain language of the deed,
it passed all of that interest, except that access to the trunk highway was restricted.
Although the deed states that the conveyance was for highway purposes, a “mere statement
of the purpose for which the property is to be used is not sufficient to create” a restriction
on the interest received. Piche v. Indep. Sch. Dist. No. 621, 634 N.W.2d 193, 199 (Minn.
App. 2001) (concluding that the words “for the purpose of acqui ring a school site” in a
final condemnation decree were not sufficient to create a defea sible fee), review denied
(Minn. Nov. 13, 2001); see also Hous. & Redevelopment Auth . of City of S. St. Paul v.
United Stockyards Corp., 244 N.W.2d 275, 276 (Minn. 1976 ) (concluding that, given the
form of the deeds and the surrounding circumstances, the “words ‘for municipal purposes’
and ‘for a public park’ were merely precatory”). Additionally, the state created an explicit
restriction in the deed that only restricted access to the highway. If it had intended to create
any additional restrictions on th e land, it would have included such language in the
reservation clause.
LaPlant also argues that because the conveyance was made pursuant to Minn. Stat.
§ 161.16, subd. 4, the city received a limited interest. Minn. Stat. § 161.16, subd. 4(b)
provides, in part:
Notwithstanding the other provisions of this chapter or other
applicable laws and rules, t he commissioner may convey and
quitclaim to a county, city, or other political subdivision all or
part of the right-of-way of the existing road that is no longer a
part of the trunk highway by reason of the commissioner’s
order or orders. The conveyance shall be for highway
purposes, and the future cost of maintenance, improvement, or

11
reconstruction of the highway and the contribution of that
highway to the public highway system is reasonable and proper
consideration for the conveyance.

Specifically, LaPlant argues that the language “[t]he conveyanc e shall be for highway
purposes” limited the interest t hat the city received from the state. This argument also
involves a question of statutory interpretation, which we revie w de novo. Sumner, 865
N.W.2d at 708.
This language does not restrict the interest that the state is allowed to convey to a
city. The statute only refers to the purpose of the conveyance. Conveyance is not defined
in the statute, but Black’s Law Dictionary defines it as “[t]he voluntary transfer of a right
or of property.” Black’s Law Dictionary 407 (10th ed. 2014). The statute, accordingly,
only creates a restriction on the purpose or motivation of the transfer from the state to the
city. If the legislature had intended to create a restriction on the interest that the state was
authorized to convey, it would have done so explicitly.3
LaPlant argues that if Minn. Stat. § 161.16, subd. 4(b) does no t create a restriction
on the city’s ability to use the land, then the state could use this statute to avoid the
r e q u i r e m e n t s o f M i n n . S t a t . § 1 6 1 . 4 4 , s u b d . 2 . L a P l a n t a p p e a r s to envision a scenario

3 Minn. Stat. § 161.16, subd. 4(b), authorizes the commissioner to convey “the right-of-
way of the existing road,” while Minn. Stat. § 161.44, subd. 1, authorizes the commissioner
to convey “any lands . . . owned in fee.” This may mean that t he commissioner is limited
to conveying a “right-of-way” easement under Minn. Stat. § 161.16, subd. 4(b). See Nelson
v. Schlener, 859 N.W.2d 288, 294 (Minn. 2015) (“When the Legislature uses different
words [in a statute], we normally presume that those words have different meanings.”);
Hess, 684 N.W.2d at 424-25 (discussing the ambiguity of the phrase “right of way” and
that use of such language in the context of a deed may indicate that the conveyance is only
for an easement). This theory w as not discussed by the parties at either the district court
or this court, and we do not address it.

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where the state and the city collude to sell land to a commerci al third party. The state
“simply pretend[s] to convey the property to a city pursuant to section 161.16,” and then
the city sells the land to the third party for commercial purpo ses. But in this scenario, it
appears that the state would vio late the statute when it transf erred the land to the city
because such a transfer would not be “for highway purposes.”
We share LaPlant’s frustration at the events that have occurred. The state took the
land, stating that it needed the land for highway purposes. Now, as a result of respondents’
actions, E&R is using the land for commercial purposes, while L aPlant is denied the
opportunity to buy back the land. But this court cannot add to a statute “what the legislature
purposely omits or inadvertently overlooks.” Scott v. Forest Lake Chrysler-Plymouth
Dodge, 637 N.W.2d 587, 597 (Minn. App. 2002) (quoting Flaherty v. Indep. Sch. Dist. No.
2144, 577 N.W.2d 229, 235 (Minn. App. 1998), review denied (Minn. June 17, 1998)).
Adding protections to prevent this sort of action is properly a legislative function.4
Affirmed.

4 In 2006, the legislature granted additional rights to former l andowners affected by
eminent domain laws. See 2006 Minn. Laws ch. 214, at 195-206. These amendments do
not apply to condemnation actions commenced before the 2006 effective date. 2006 Minn.
Laws ch. 214, § 22, at 205. The issue is not before us, and so we do not consider whether
these amendments would have granted LaPlant greater protections in these circumstances.
We do note that Minn. Stat. § 117.226 (2018), which grants former owners the right of first
refusal when land is no longer needed for public use, does not apply when the state conveys
land pursuant to Minn. Stat. § 161.16. Minn. Stat. § 117.226(a).