Skyler Woodard, 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This opinion will be unpublished and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
A19-0800

Skyler Woodard,
Appellant,

vs.

Nathan F. Krumrie, et al.,
Respondents.

Filed March 2, 2020
Affirmed
Smith, Tracy M., Judge

Winona County District Court
File No. 85-CV-18-881

Daniel M. Eaton, Christensen Law Office PLLC, Minneapolis, Minnesota; and

Alan I. Silver, Bassford Remele, Minneapolis, Minnesota (for appellant)

Brian N. Niemczyk, Joel A. Hilgendorf, He llmuth & Johnson, Edina, Minnesota (for
respondents)

Considered and decided by Smith, Tracy M., Presiding Judge; Hooten, Judge; and
Bryan, Judge.
U N P U B L I S H E D O P I N I O N
SMITH, TRACY M., Judge
Respondents Nathan F. and Marion C. Krum rie entered into a contract for deed to
sell their family farm to thei r then-son-in-law, Jeffrey Woodar d, the father of appellant
Skyler Woodard. The contract for deed contained an anti-transfer provision. Shortly before

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his death approximately 24 years later, Jeffrey1 executed a transfer-on-death deed (TODD)
to transfer his interest in the contract for deed to Skyl er. After Jeffrey died, and upon
learning of the TODD, the Krumries served notice of cancellation of the contract for deed.
Skyler brought suit, seeking to enjoin th e cancellation. The parties cross-moved for
summary judgment, and the district court gran ted it in favor of the Krumries and denied
injunctive relief.
On appeal, Skyler argues that the district court erred because (1) the TODD did not
violate the anti-transfer clause; (2) even if the TODD violated the clause, it would not be a
material breach of the contract; (3) responde nts failed to follow Minnesota’s contract-
termination statute, Minn. Stat. § 559.21 (2 018); (4) the anti-transfer clause is an
unreasonable restraint on aliena tion; and (5) equitable cons iderations weighing against
cancellation should have been considered. We affirm.
FACTS
In 1994, the Krumries sold their 200-acre farm in Winona County to Lisa and Jeffrey
Woodard—the Krumries’ daughter and son-in -law—through a contract for deed. The
contract stipulates that the Krumries would deliver title upon completion of the contract.
The total purchase price was $115,000, to be paid in monthly payments of $450, and
eventually $600, w ith three percent and six percent in terest, respectively. The contract
states that the purchasers can pay early on th e contract, but “shall not prepay more than
20% of the unpaid principal balance in 1 calendar year.” Finally, the contract states, “The

1 First names are used to avoid confusion.

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purchasers shall not sell, assign or otherwise transfer their interest without written consent
of the sellers.” This anti-transfer clause is one of two clauses that were added to the
otherwise form contract.
Skyler is Jeffrey and Lisa’s son. Jeffrey and Lisa divorced in 1999. Jeffrey received
the property interest throu gh the dissolution proceedings and continued to make the
contract payments. On October 25, 2017, Jeffrey executed a TODD seeking to transfer all
of his interest in the property to Skyler upon his death. Jeffrey died on January 29, 2018.
Skyler took possession of th e property shortly after his father’s death. On
February 16, 2018, Skyler’s a ttorney wrote a letter to the Krumries informing them of
Jeffrey’s death and Skyler’s interest in th e contract for deed through the TODD. The
Krumries first learned of the TODD through this letter. In response, on April 23, 2018, they
served Skyler with a notice of cancellation of the contract for deed, citing breach of the
contract’s anti-transfer clause.
Skyler filed a complaint seeking a temp orary and permanent injunction against
termination of the contract. The parties cros s-moved for summary judgment. The district
court denied Skyler’s motion and granted the Krumries’ motion, ruling that the contract for
deed was terminated.
Skyler appeals.
D E C I S I O N
Appellate courts review a district c ourt’s summary judgment decision de novo.
Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn. 2010).
“In doing so, [appellate courts] determine whet her the district court properly applied the

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law and whether there are genuine issues of material fact that preclude summary
judgment.” Id. Skyler challenges the district court’s application of the law, advancing five
arguments. We analyze each in turn.
I. Jeffrey’s TODD breached the anti -transfer provision of the contract.

Skyler argues that the TO DD did not breach the cont ract for deed. Contract
interpretation is a question of law that appellate courts review de novo. Travertine Corp.
v. Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 200 4). Appellate courts interpret
contracts to enforce the intent of the parties. Id. “[W]hen a contractual provision is clear
and unambiguous, courts should not rewrite, modify, or limit its effect by a strained
construction.” Id.
The anti-transfer clause in the contract fo r deed states, “The purchasers shall not
sell, assign or otherwise transfer their interest without written consent of the sellers.” The
clear meaning of the clause is to give the Krumries the ability to give or deny consent to
any transfer. Here, Jeffrey tried to assign his interest to Skyler through a TODD. A TODD
is defined as “[a] deed that conveys or assigns an interest in real property , to a grantee
beneficiary and . . . transfers the interest to the grantee beneficiary upon the death of the
grantor owner . . . .” Minn. Stat. § 507.071, subd. 2 (2018). A TODD is a transfer of a
property interest, and the pa rties do not dispute that Jef frey executed the TODD without
the Krumries’ consent.
Skyler argues that the TODD did not breach the anti-transfer clause of the purchase
agreement because the TODD was only a tool to avoid probate. If not for the TODD, Skyler
argues, he would have received the vendee’s interest through his father’s will. Skyler

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contends that receiving the property through his father’s will would not have violated the
anti-transfer clause. But Skyl er provides no legal authority for that proposition, and
appellate courts decline to reach issu es that are inadequately briefed. Dep’t of Labor &
Indus. v. Wintz Parcel Drivers, Inc., 558 N.W.2d 480, 480 (Minn. 1997). Moreover, Skyler
has not shown why the district court should have ignored the TODD—which plainly is a
transfer—and let the property interest pass as if it had been devised to Skyler in Jeffrey’s
will, or even whether the district court had the authority to do so.
A TODD is a transfer of interest in the property, and Skyler has not shown why the
TODD should be an exception to the plain language of the contract. Jeffrey’s TODD
therefore was a breach of the contract for deed.
II. The breach of the anti -transfer clause was a material breach of contract.

Skyler next argues that, if his father’s TODD did breach the contract, it was not a
material breach because (1) material breach es must affect the financing and (2) the
property still remains in the family.
A vendor in a contract for deed may cancel the contract after any material breach.
See Minn. Stat. § 559.21, subd. 2a (2018); Sitek v. Striker, 764 N.W.2d 585, 593 (Minn.
App. 2009), review denied (Minn. July 22, 2 009). “A material bre ach is ‘[a] breach of
contract that is significant enough to permit the aggrieved party to elect to treat the breach
as total (rather than partia l), thus excusing that part y from further performance and
affording it the right to sue for damages.’” BOB Acres, LLC v. Schumacher Farms, LLC ,
797 N.W.2d 723, 728 (Mi nn. App. 2011) (quoting Black’s Law Dictionary 214 (9th ed.
2009)). In other words, the br each must go to the “root or essence of the contract.” Id. A

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breach of an express cond ition in a contract is not necessarily material. Id. at 728-29.
Whether a breach is material is generally a question of fact, Sitek, 764 N.W.2d at 593, but,
because the parties agree that the facts are undisputed, the issue here is whether the
undisputed facts establish a material breach.
The first question is what evidence can be examined when determining what terms
are material to a contract. Skyler argues that the parol evidence rule limits this court to the
four corners of the contract for deed. “The parol evidence rule prohibits the admission of
extrinsic evidence of prior or contemporaneous oral ag reements, or prior written
agreements, to explain the meaning of a cont ract when the parties have reduced their
agreement to an unambiguous integrated writing.” Maday v. Grathwohl, 805 N.W.2d 285,
287 (Minn. App. 2011) (quotat ion omitted). But Skyler has not shown that the parol
evidence rule applies when discerning what terms in a c ontract are material, and caselaw
suggests that parol evidence may be used. See Boatwright Constr., Inc. v. Kemrich Knolls,
238 N.W.2d 606, 607 (Minn. 1976) (concludin g that the breach was not material after
“carefully examin[ing] the evidence and exhibits”).
It is undisputed that the Krumries entered the contract for deed with their daughter
and her husband. The parties used a contract -for-deed form and filled in their specific
information and terms with larger point type . The last section of the form is labelled
“additional terms,” with blank space underneat h. The parties added these two terms:
(1) “The purchasers shall not sell, assign or otherwise transfer their interest without written
consent of the sellers,” and (2) “Purchasers shall not make improvements or structural
changes costing in excess of $5,000.00 without the written c onsent of the sellers which

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shall not be unreasonably withheld.” Both te rms gave the Krumries control over the
property. It is clear under the contract that the Krumries did not en ter into the agreement
for strictly financial reasons and that the state and ownership of the property was important
to them. The anti-transfer clause protects those interests and is therefore material.
Skyler argues that a breach of a contract fo r deed is material only if it relates to a
financial interest and that, in any event, the Krumries’ interest in keeping the farm in the
family was not frustrated since he is their gr andson. First, Skyler is mistaken that all
material breaches of contracts for deed are financial. The Krumries correctly note that
Minnesota courts have allowed cancellation of contracts for deed when a party breaches a
consent clause. See Bank Midwest, Minn., Iowa, N.A. v. Lipetzky , 674 N.W.2d 176, 179
(Minn. 2004) (holding that the grant of a mortgage without the consent of the vendor
violated an anti-transfer clause in a contract for deed, in an action seeking injunctive relief
barring the cancellation of a contract for deed and declaratory judgment that the mortgage
was invalid); see also Karim v. Werner, 333 N.W.2d 877, 879 (Minn. 1983) (affirming the
district court’s conclusion that appellants brea ched the contract for deed by violating the
due-on-sale clause). While many contracts for de ed may have financial interests at their
core, the Krumries had other motives for ente ring into the agreemen t. The anti-transfer
clause is material to those interests.
Second, it does not matter that Skyler is family. The contracting parties did not agree
that the property must stay in the family; they agreed that the Krumries must consent to
any transfer of the property. Consent cannot be assumed based on familial relationship.

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Jeffrey’s execution of the TODD was a materi al breach of the contract for deed
because the anti-transfer clause was a core term of the agreement.
III. The Krumries complied with the re quirements of the contract-termination
statute.

Next, Skyler argues that the Krumries did not properly follow Minnesota’s contract-
termination statute, Minn. Stat. § 559.21. Under that statute, if a vendee breaches a contract
for deed, the vendor may cancel the cont ract after giving the following notice and
opportunity to cure:
If a default occurs in the condi tions of a contract for the
conveyance of real estate . . . that gives the [vendor] a right to
terminate it, the [vendor] may terminate the contract by serving
upon the [vendee] . . . a notic e specifying the conditions in
which default has been made. Th e notice must state that the
contract will terminate 60 days . . . after the service of the
notice, unless prior to the termination date the [vendee]:
(1) complies with the conditions in default;
(2) makes all payments due and owing to the [vendor]
under the contract through the date that payment is made;
(3) pays the costs of service of the notice . . .;
(4) . . . pays two percent of any amount in default at the
time of service . . .; and
(5) . . . pays an amount to apply on attorney[] fees
actually expended or incurred . . .

Minn. Stat. § 559.21, subd. 2a. Skyler argue s that the Krumries failed to follow the
contract-termination statute because the Krum ries (1) did not prov ide an opportunity to
cure, (2) had other, alternative remedies to cancellation, and (3) failed to follow the
Farmer-Lender Mediation Act (FLMA), Minn. Stat. §§ 583.20-.32 (2018). We address
each argument in turn.

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A. Opportunity to cure

Skyler first argues that the notice of term ination was invalid because the Krumries
did not provide him with an opportunity to cure.
We agree with the district court that an opportunity to cure is not necessary in order
to cancel a contract based on an incurable br each. Skyler argues that, “because there still
is no cure for death, and because [he]—and [his father] when he was alive—were otherwise
performing on the contract for deed, the district court should have concluded that the
transfer could not be a basis for statutory ca ncellation.” Skyler supports this argument by
citing cases that state that a party is excu sed from performance on a contract when they
die. But excusing a deceased person from their contractual responsibilities is different from
letting their beneficiaries receive their property with no previous co ntractual restrictions.
Further, Skyler does not cite any caselaw that suggests an incurable breach cannot justify
terminating a contract.
Skyler, however, contends that the breach is curable because a representative of his
father’s estate could invalidate the TODD and let the vendee’s interest pass to Skyler
through his father’s will. He also argues that the Krumries have no t shown any damages.
Both arguments lack merit. Only the grantor owner can revoke a TODD, Minn. Stat.
§ 507.071, subd. 10 (2018), so, because the grantor has died, the TODD cannot be undone.
And Skyler’s argument that the Krumries have not shown any actual damages is based on
his unsubstantiated belief that the vendee’s in terest would have gone to him regardless.
Further, Skyler has not shown that actual da mages are required for termination under the
statute.

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Finally, Skyler asks us to ignore the br each because, based on the district court’s
interpretation of the law, it is impossible for a terminally ill vendee to protect their interest
in a contract for deed with an anti-transfer clause without the consent of the vendor. But
our role is only to interpret the plain meaning of this unambiguous contract. See Travertine
Corp., 683 N.W.2d at 271. And the contract required consent for transfer.
B. Alternative remedies

Skyler next argues that ruling in his favor would not leave the Krumries without a
remedy. He notes that, if he breaches the c ontract for deed, they can send a notice of
termination or sue Skyler for specific perform ance. But these arguments are irrelevant as
the Krumries have properly pursued their bargained-for remedy in the contract.
C. Farmer-Lender Mediation Act

Skyler also argues that the Krumries did not follow the requirements set forth in the
FLMA and thus violated Minn. Stat. § 559.21. See Minn. Stat. § 559.209 (2018) (requiring
compliance with the FLMA befo re beginning termination of a contract for deed under
Minn. Stat. § 559.21). The Krumries argue that Skyler is raising this argument for the first
time on appeal and that we therefore should not consider it. Appellate courts generally will
not consider matters not argued to and considered by the district court. Thiele v. Stich, 425
N.W.2d 580, 582 (Minn. 1988). Skyler lists the FLMA issue in the complaint and mentions
agricultural production in his a ffidavit. But Skyler’s attorn ey did not mention the FLMA
in either his summary judgment briefing or oral argument, so the district court did not have
the opportunity to evaluate th e issue in its order. Skyler has forfeited this argument on
appeal.

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IV. The anti-transfer clause is not an unreasonable restraint on alienation.

Skyler next argues that the anti-transfer clause is an unreasonable restraint on
alienation because it lacks “due-on-sale” la nguage and doe s not protect the Krumries’
financial interests. This argument is based on two cases that Skyler contends set the
precedent for all anti-transfer pr ovisions in contracts for deed: Holiday Acres No. 3 v.
Midwest Fed. Sav. & Loan Ass’n of Minneapolis , 308 N.W.2d 471 (Minn. 1981), and
Karim v. Werner , 333 N.W.2d 877 (Minn. 1983). Bu t both cases analyze due-on-sale
clauses that are materially different from the Krumries’ anti-transfer clause.
Skyler interprets Holiday Acres to hold that consent cl auses are an unreasonable
restraint on alienation unless they contain a due -on-sale clause that protects the lender’s
security interest. Holiday Acres addressed whether mortgage s could have due-on-sale
clauses that benefit the lender through requiring the next purchaser to start a new mortgage
with frontloaded interest rather than assume the seller’s amortization schedule or possibly
advantageous interest rate. Holiday Acres, 308 N.W.2d at 481. Not only are due-on-sale
clauses common in mortgages today, making Holiday Acres of limited value here, but
Holiday Acres upheld a due-on-sale clause as not an unreasonable restraint on alienation.
Id. at 485. Holiday Acres did not require a due-on-sale clause to avoid a restraint on
alienation. And the Minnesota Supreme Court has held that anti-transfer clauses are valid
in contracts for deed and can terminate the rights of third pa rties even when the contract
has a prepayment limit and no due-on-sale provision. See Lipetzky, 674 N.W.2d at 178,
179 n.5.

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Skyler cites Karim for the proposition that a consent clause must contain a due-on-
sale provision. In Karim, the supreme court held that the due-on-sale clause in a contract
for deed was breached wh en the vendee sold their interest to a third party in a second
contract for deed without paying the remaining balance from the original contract for deed.
Karim, 333 N.W.2d at 879. But the anti-transfer clause in Karim stated that “[a]ny transfer
in violation of this provision shall be ca use for immediate acceleration of the then
remaining balance.” Id. at 878. The Krumries’ anti-transf er clause does not contain this
language.
Skyler has not shown how the anti-transfer clause here is an unlawful restraint on
alienation.
V. The district court correctly did not co nsider equity because a valid contract
controls.

Finally, Skyler argues that the district court should have considered the equities and
found in his favor. “[E]quitable relief cannot be granted where the rights of the parties are
governed by a valid contract.” U.S. Fire Ins. Co. v. Minn. State Zoological Bd., 307 N.W.2d
490, 497 (Minn. 1981). Skyler cites D.J. Enters. of Garrison, Inc. v. Blue Viking, Inc., 352
N.W.2d 120 (Minn. App. 1984), review denied (Minn. July 31, 1984), in arguing that courts
can consider equities when d eciding whether cancellation of a contract for deed should
proceed. But D.J. Enterprises is distinguishable. In D.J. Enterprises, the vendee fell behind
on payments and the vendor served the vendee with a notice of cancellation. 352 N.W.2d
at 120-21. The cancellation notice contained the 90-day deadline re quired by statute for
obtaining injunctive relief. Id. at 121. But, while the cour t heard the vendee’s motion for

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an injunction within that period, it did not grant the injunction until after the 90-day
deadline. Id. This court balanced equities in c oncluding that the district court had
jurisdiction to issue the injunction beyond the 90-day deadline. Id. at 122. We said, “We
perceive in the narrow circumstances presente d here the need to exercise our equity
jurisdiction so as not to give the cancellation statute unwarranted effect.” Id. The facts here
do not fall within the narrow circumstances of D.J. Enterprises. Skyler has failed to show
why the district court erred by following the written agreement of the parties rather than
weighing the equities.
In sum, the district court did not err by granting summary judgment for the
Krumries.
Affirmed.