Daniel D. Oberpriller, 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This opinion will be unpublished and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
A19-0552

Daniel D. Oberpriller, et al.,
Appellants,

vs.

Nick Walton, et al.,
Respondents.

Filed December 23, 2019
Affirmed
Slieter, Judge

Hennepin County District Court
File No. 27-CV-18-4299

Christopher J. Haugen, John Harper III, Messerli & Kramer P.A., Minneapolis, Minnesota
(for appellants)

Eric A. Bartsch, Andrew J. Pieper, Emily C. Atmore, Stoel Rives LL P, Minneapolis,
Minnesota (for respondents)

Considered and decided by Larkin, Presiding Judge; Reyes, Judge; and Slieter,
Judge.
U N P U B L I S H E D O P I N I O N
SLIETER, Judge
Appellants Daniel Oberpriller and his businesses challenge the district court’s
dismissal of this action against respondents Nick Walton and his businesses by enforcing
an agreement which included a term dismissing the action. The parties’ agreement

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unambiguously included the essential terms of a settlement and, inter alia, an agreement
to immediately dismiss the underlying lawsuit. Though the parties ’ agreement also
included an obligation to continue further negotiations, this provision does not detract from
its enforceability. Therefore, we affirm the district court’s order enforcing the agreement
and dismissing the action.
FACTS
Oberpriller and Walton have been acquainted for more than twenty years and each
own shares in College Property Management, LLC, and CPM Development , LLC. As of
December 2017, Oberpriller and Walton agreed to take cooperative steps to dissolve and
unwind their business ventures. As part of the unwinding process, the parties each created
new companies to take over the work of College Property Management and CPM
Development.
In March 2018, Oberpriller filed a complaint in district court alleging claims against
Walton personally and his businesses. Walton answered and filed counterclaims against
Oberpriller personally and against his businesses.
On June 21, 2018, Oberpriller and Walton engaged in a settlement negotiation. Both
parties were represented by counsel. Following their negotiation, the parties created and
executed personally and on behalf of their businesses an agreement titled “Binding Terms
Sheet” (BTS). The BTS is six pages and contains 43 paragraphs that address matters
involving real estate properties, business interests, payments to be made, and other related
matters. Among these terms , the parties agreed that the ir agreement was effective

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immediately upon execution and each party is fully released from all claims raised in this
lawsuit and that the lawsuit is to be immediately dismissed. Relevant excerpts follow:
Daniel D. Oberpriller (“Dan”), North Bay Companies
LLC, North Bay Development LLC (collectively, “Dan”) and
Nicholas J. Walton, Reuter Walton Development, LLC, Reuter
Walton Commercial, LLC, and Reuter Walton Construction,
Inc. (collectively, “Nick”), in connection with the unwinding
of their joint ownership interests in various legal entities and
parcels of real estate, hereby agree, with the intent that the
agreements set forth herein be binding and effective on June
21, 2018 (the “Effective Date”):
. . . .
H. Except for the obligations set forth herein, Dan Oberpriller,
North Bay Companies, LLC, North Bay Development
LLC, together with their affiliates and others under their
control, hereby release and forever discharge Nick Walton,
Reuter Walton Construction, Inc., Reuter Walton
Commercial, LLC, Reuter Walton Development, LLC, and
their agents, principals, affiliates, employees, attorneys,
accountants, and consultants, from any and all claims,
known or unknown, from the beginning of time through the
date of this agreement, including the claims stated, or that
could have been stated, in the lawsuit Daniel D.
Oberpriller, North Bay Companies, LLC, North Bay
Development, LLC v. Nick Walton, Reuter Walton
Commercial, LLC, Reuter Walton Construction, Inc. and
Reuter Walton Develo pment, LLC , Hennepin County
District Court File No. 27-CV-18-4299.

I. Except for the obligations set forth herein, Nick Walton,
Reuter Walton Commercial, LLC, Reuter Walton
Construction, Inc. and Reuter Walton Development, LLC,
together with their affiliates and others under their control,
hereby release and discharge Daniel Oberpriller, North Bay
Companies, LLC, North Bay Development, LLC, and their
agents, principals, affiliates, employees, attorneys,
accountants, and consultants, from any and all claims,
known or unknown, from the beginning of time through the
date of this agreement, including the claims stated, or that
could have been stated , in the lawsuit Daniel D.

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Oberpriller, North Bay Companies, LLC, North Bay
Development, LLC v. Nick Walton, Reuter W alton
Commercial, LLC, Reuter Walton Construction, Inc. and
Reuter Walton Development, LLC , Hennepin County
District Court File No. 27-CV-18-4299.

J. The parties to the action Daniel D. Oberpriller, North Bay
Companies, LLC, North Bay Development, LLC v. Nick
Walton, Reuter Walton Commercial, LLC, Reuter Walton
Construction, Inc. and Reuter Walton Development, LLC ,
Hennepin County District Court File No. 27 -CV-18-4299
(the “Action”) hereby stipulate and agree to immediately
dismiss the action with prejudice, without costs or attorneys
fees to any party.

Within five (5) days of the Effective Date, the parties will
negotiate, in good faith, the terms and conditions of a
settlement agreement, which will contain customary and
reasonable provisions, including c onfidentiality, non -
disparagement, and mutual releases of all claims as well as
those terms set forth above.
(First emphasis added.) Walton wrote a check to Oberpriller for $127,786—as directed by
one of the terms from the BTS—the day the BTS was signed, and the parties began to take
all necessary steps to execute all other BTS terms.
Following execution of this agreement, Walton’s counsel informed the district
court, with a copy to Oberpriller’s counsel, that the parties “achieved a settlement” that
would resolve the litigation and they were “continuing to prepare a final settlement
agreement, and, following its approval and execution, the parties will submit a stipulation
and proposed order of dismissal of this matter.” However, the parties were not successful
in completing a subsequent settlement agreement. The parties began negotiating formation
of a long-form settlement and additional clarifying terms for the BTS.

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Approximately four months after executing the BTS, Walton moved the district
court to enforce the BTS and to dismiss the action . Oberpriller objected to the motion
because, in his view, the parties did not reach a “final agreement on the essential and
material terms” of settlement. Oberpriller asserted that, despite the execution of the BTS,
the parties failed to reach a complete settlement.
The district court rejected Oberpriller’s interpretation that the BTS was not an
enforceable agreement. Although Oberpriller identified ongoing discussions between the
parties, the district court rejected this as a basis to find the agreement unenforceable. The
district court explained:
[T]he [BTS] unambiguously contains all the essential terms of
a settlement agreement: a mutual offer of settlement,
acceptance by the parties as demonstrated by Mr. Oberpriller’s
and Mr. Walton’s signatures, and the consideration provided in
the form of payments and distribution of assets provided in
paragraphs 1-43 of the agreement. . . . The [BTS] does not state
that dismissal of the action is contingent on the part ies’
negotiation and resolution of additional terms. The parties
have apparently negotiated additional issues after the [BTS]
was executed. . . . However, the unambiguous language of the
[BTS] shows that the parties’ intent was for the assets to be
distributed according to the stated terms, for the parties to be
bound to the duties of performance contained in the agreement,
and for the lawsuit to be immediately dismissed with prejudice.
Based on this reasoning, the district court enforced the BTS as a settlement agreement and
dismissed the action. This appeal follows.
D E C I S I O N
“A settlement agreement is a contract, and the court examines the language of the
agreement to determine the intent of the parties.” See Curtis v. Altria Grp., Inc. ,

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813 N.W.2d 891, 901 (Minn. 2012) . “When the language is clear and unambiguous, we
enforce the agreement of the parties as expressed in the language of the contract. ” See
Dykes v. Sukup Mfg. Co. , 781 N.W.2d 578, 582 (Minn. 2010) . “Whether a contract is
ambiguous is a question of law that [appellate courts] review de novo.” See id. Whether
a district court decides to grant a motion to enforce a settlement agreement, appellate courts
review such a decision under an abuse-of-discretion standard. See, e.g., Johnson v. St. Paul
Ins. Co., 305 N.W.2d 571, 573-74 (Minn. 1981); Snesrud v. Elbers, 374 N.W.2d 830, 832
(Minn. App. 1985) , review denied (Minn. Dec. 19, 1985); see also Voicestream
Minneapolis, Inc. v. RPC Props., Inc. , 743 N.W.2d 267, 272 (Minn. 2008) (“[District]
courts have[] the inherent power to summarily enforce a settlement agreement as a matter
of law when the terms of the agreement are clear and unambiguous.”) (second alteration in
original) (quotations omitted).
“To constitute a full and enforceable settlement, there must be such a definite offer
and acceptance that it can be said that there has been a meeting of the minds on the essential
terms of the agreement.” Jallen v. Agre , 119 N.W.2d 739, 743 (Minn. 1963) (footnote
omitted). Minnesota courts assess these formational elements under an objective analysis.
Hill v. Okay Constr. Co. , 252 N.W.2d 107, 114 (Minn. 1977) (“The test of contractual
formation is an objective one, to be judged by the words and actions of the parties and not
by their subjective mental intent.”).
It is a fundamental rule of law that an alleged contract which is
so vague, indefinite, and uncertain as to place the meaning and
intent of the parties in the realm of speculation is void and
unenforceable. Consequently, where substantial and necessary
terms are specifically left open for future negotiation, the

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purported contract is fatally defective. On the other hand, the
law does not favor the destruction of contracts because of
indefiniteness, and if the terms can be reas onably ascertained
in a manner prescribed in the writing, the contract will be
enforced.
King v. Dalton Motors, Inc., 109 N.W.2d 51, 52-53 (Minn. 1961) (footnotes omitted).
When a contract is formed, “[t]he cardinal purpose of construing a contract is to
give effect to the intention of the parties as expressed in the language they used in drafting
the whole contract.” Art Goebel, Inc. v. N. Suburban Agencies , 567 N.W.2d 511, 515
(Minn. 1997) . We ascertain intent “not by a process of dissection in which wo rds or
phrases are isolated from their context, but rather from a process of synthesis in which the
words and phrases are given a meaning in accordance with the obvious purpose of
the . . . contract as a whole.” See Republic Nat. Life Ins. Co. v. Lorraine Realty Corp.,
279 N.W.2d 349, 354 (Minn. 1979) (alteration in original) (quotation omitted).
The parties dispute whether the agreement constitutes a settlement which allows for
the dismissal of the underlying action. We begin with the language of the BTS.
Pursuant to the BTS, the parties agreed to unwind their business relationships. Each
party assumed particular obligations including: making a payment on the date of executing
the BTS, dividing shares of business interests, a nd establish ing prices for the sale of
multiple investment properties. The parties provided that the BTS would be immediately
effective upon their signature s and the agreement waived any claims that could be raised
in the action except for those obligations identified in the BTS. In addition to this waiver,
the parties affirmed the term that they “stipulate[d] and agree[d] to immediately dismiss
the action with prejudice, without costs or attorneys fees to any party.” After executing

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the document, Walton provided a payment to Oberpriller to complete part of his obligations
under the BTS.
Oberpriller frames the BTS as simply “a partial agreement,” which is not yet
enforceable, though he does acknowledge “[i]t was a significant” step for the parties. We
do not agree with Oberpriller’s assertion that the BTS provision requiring the parties to
negotiate within five days from executing the BTS means that the BTS is unenforceable.
The BTS states, “Within five (5) days of the Effective Date, the parties wi ll negotiate, in
good faith, the terms and conditions of a settlement agreement, which will contain
customary and reasonable provisions, including confidentiality, non -disparagement, and
mutual releases of all claims as well as those terms set forth above.” This language or any
other language in the BTS does not suggest the enforceability of the contract is conditioned
upon subsequent action. See Asbestos Prods., Inc. v. Healy Mech. Contractors, Inc. , 235
N.W.2d 807, 809 (Minn. 1975) (“When contracting pa rties make the reduction of their
agreement to writing and its signature by them a condition precedent to its completion,
there will be no contract until that is done, and this is true although all the terms have been
agreed upon.”); see also Lake Co. v. M olan, 131 N.W.2d 734, 740 ( Minn. 1964) (“A
condition precedent, as known in the law, is one which is to be performed before the
agreement of the parties becomes operative.”) (quotation omitted). Because there exists
no condition precedent in the BTS and it is immediately effective, the district court properly
exercised its discretion by granting enforcement of it. “[W]here the parties have assented
to all the essential terms of the contract and proceed to perform in reliance upon it , the

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mere reference to a future contract in writing will not negative the existence of the present,
binding contract.” Asbestos Prods., 235 N.W.2d at 809 (emphasis added).
Oberpriller’s claims on appeal also rely on parol evidence, which appellate courts
do not address unless the contract is susceptible to different reasonable interpretations. See
Dykes, 781 N.W.2d at 582. Oberpriller argues that, separate from the language regarding
future negotiations, evidence of the parties’ actions to discuss a long -form agreement
makes the BTS unenforceable. We conclude that the unambiguous language of the
agreement forecloses consideration of the parol evidence. See id. (“When the language is
clear and unambiguous, [appellate courts] enforce the agreement of the parties as expressed
in the language of the contract .”) (emphasis added) . Oberpriller contends that although
the BTS includes language “that imbued it with a sense of finality, the parties’ (and their
respective counsels’) ac tion after the date the BTS was signed indicate that neither side
viewed the case as settled.” Because the language is unambiguous that the parties agreed
to dismiss this action in accordance to the terms of their agreement, we cannot consider
their subsequent conduct. The district court properly determined that the BTS is
unambiguous, and it is therefore not appropriate to consider parol evidence.
The district court’s decision to enforce the terms of the BTS and dismiss this action
conforms to the unambiguous language of the contract that the parties executed and was
not an abuse of discretion. See Voicestream, 743 N.W.2d at 272.
Affirmed.