Francis J. Schumacher, Respondent,

This opinion will be unpublished and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
A19-0972

Francis J. Schumacher,
Respondent,

vs.

KMLE, INC., et al.,
Appellants.

Filed January 6, 2020
Affirmed
Reilly, Judge

Nicollet County District Court
File No. 52-CV-16-553

Rick J. Halbur, Dean M. Zimmerli, Gislason & Hunter LLP, New Ulm, Minnesota (for
respondent)

Kevin K. Shoeberg, Kevin K. Shoeberg, P.A., Woodbury, Minnesota (for appellants)

Considered and decided by Reilly, Presiding Judge; Bjorkman, Judge; and Cochran,
Judge.
U N P U B L I S H E D O P I N I O N
REILLY, Judge
In this dispute over the ownership of real property, appellants challenge the district
court’s grant of summary judgment in respondent’s favor on respondent’s claim for
determination of adverse claims. We affirm.

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FACTS
This appeal involves a dispute over a 55 -acre parcel of real property located near
Courtland. The following facts are undisputed and recited in the light most favorable to
appellants. See Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993) (noting that appellate
courts view the record evidence “in the light most favorable to the party against whom
[summary] judgment was granted”).
The property was owned by appellants David A. Machau and Lori Stevensen, who
are in a long-term romantic relationship and have three children together, and their limited-
liability company KMLE Inc. (KMLE). Respondent Francis J. Schumacher claims
ownership in the property following redemption from mortgage foreclosure.
Machau purchased the property on a contract for deed in 1976. In 1998, Machau
and Stevensen formed KMLE for the benefit of their children. Stevensen was the sole
owner and officer of KMLE. Machau transferred the property to KMLE at that time. The
property was KMLE’s sole asset. In 2002, KMLE borrowed money from the bank and
secured repayment of the loans with two mortgages on the property. When the loans went
into default in 2005, the bank commenced foreclosure proceedings on the property. A
sheriff’s sale on April 27, 2005 foreclosed on the first mortgage on the property, and a
second sheriff’s sale on May 4, 2005 foreclosed on the second mortgage on the property.
In the fall of 2005, Stevensen obtained employment with a company that did
business in Iraq. Around the same time, Machau began looking for someone to provide a
loan to KMLE to redeem the property and provide security in the event anything happened
to Stevensen while she was in Iraq. Machau spoke to Schumacher about the possibility of

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transferring the redemption rights on the property from KMLE to Schumacher. Stevensen
and Machau also prepared a power of attorney naming Schumacher as Stevensen’s
alternate attorney-in-fact.
On October 28, 2005, Stevensen, in her capacity as KMLE’s president, assigned
KMLE’s re demption rights to the property to Schumacher. The Assignment of
Redemption Rights Agreement provided that: “ For one dollar ($1.00) and other good and
valuable consideration, [KMLE] does hereby sell, transfer and convey to Francis J.
Schumacher, the redem ption right to real property in Nicollet County Minnesota .” The
agreement was notarized on the same day. On October 28 or 29, 2005, Stevensen and
Machau gave Schumacher the notarized agreement and Stevensen’s power -of-attorney
form.
KMLE’s right to redeem the property from the first sheriff’s sale expired on April
27, 2006, and the right to redeem the property from the second sheriff’s sale expired on
May 4, 2006. On April 27, 2006, Schumacher presented a check in the total amount of
$162,430.70 to the bank to redeem the property from foreclosure from both sheriff’s sales,
including $63,780.23 related to the April 27, 2005 sheriff’s sale, and $98,650.47 related to
the May 4, 2005 sheriff’s sale. Schumacher gave the check to a bank represent ative, who
handed Schumacher an abstract to the property. At that point, Schumacher considered
himself to be the owner of the property . An attorney drafted two Certificates of
Redemption: one in the amount of $63,780.23 for the April 27, 2005 sheriff’s sale, and one
in the amount of $98,650.47 for the May 4, 2005 sheriff’s sale. Both certificates provided
that:

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[The bank] . . . does hereby certify that on the 27th day of April,
2006, it received from [KMLE], a Minnesota corporation
[amount] in full redemption of the tract of land lying and being
in the County of Nicollet, described as [legal description] and
that said redemption was made upon the claim following, to
wit: [KMLE], a Minnesota corporation as owner of the real
estate at the time of foreclosure sale.
After redeeming the property, Schumacher instructed an attorney to record the certificates
of redemption and assignment of redemption rights . A county recorder recorded the
Assignment of Redemption Rights and Certificates of Redemption on May 5, 2006.
Machau asserts that he “provided most of the labor for the farming operation” from
2007 to 2015, and “provided the labor for equipment repairs and rebuilding equipment .”
Machau claims that the parties agreed that Machau could buy the property back f rom
Schumacher, and that the value of Machau’s labor would be deducted from the cost of the
property. Stevensen and Machau lived on the property from 2006 until 2016 , but t he
relationship between Stevensen, Machau and Schumacher deteriorated in 2015 or 2016. In
2016, Schumacher demanded that Stevensen and Machau vacate the property.
In September 2016, Schumacher initiated a seven-count civil complaint against
Stevensen, Machau, and KMLE for an action to determine adverse claims, among other
causes of action. Appellants filed an answer and asserted numerous counterclaims. In July
2018, the district court granted summary judgment in Schumacher’s favor on his action to
determine adverse claims and determined that Schumacher was t he sole owner of the
property. The district court later dismissed appellants’ counterclaims against Schumacher
and dismissed Schumacher’s alternative claims as moot in light of the district court’s July
2018 order. These cross-appeals follow.

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D E C I S I O N
I. Summary Judgment Legal Standard
Summary judgment is appropriate if the record reflects “no genuine issue as to any
material fact” and the moving party “is entitled to judgment as a matter of law.” Minn. R.
Civ. P. 56.01. On appeal, “[w]e review a district court’s decisio n to grant summary
judgment de novo to determine whether any genuine issue of material fact exists and
whether the district court correctly applied the law.” Citizens State Bank Norwood Young
Am. v. Brown, 849 N.W.2d 55, 61 (Minn. 2014). The interpretation of a statute presents a
question of law, which we review de novo. Eagle Lake of Becker Cty. Lake Ass’n v. Becker
Cty. Bd. of Comm’rs, 738 N.W.2d 788, 792 (Minn. App. 2007). “[W]e may affirm a grant
of summary judgment if it can be sustained on any gro unds.” Doe v. Archdiocese of St.
Paul, 817 N.W.2d 150, 163 (Minn. 2012).
II. The District Court Did Not Err by Granting Summary Judgment in
Schumacher’s Favor on the Action to Determine Adverse Claims.

a. Assignment of Rights and Redemption
Schumacher asserted a cause of action to determine adverse claims to real property.
An action to determine adverse claims to property is equitable in nature and district courts
have broad discretion in fashioning a remedy. Gabler v. Fedoruk, 756 N.W.2d 725, 730
(Minn. App. 2008). An action to determine adverse claims is defined as follows:
Any person in possession of real property personally or
through the person ’s tenant, or any other person having or
claiming title to vacant or unoccupied real property, may bring
an action against another who claims an estate or interest
therein, or a lien thereon, adverse to the person bringing the

6
action, for the purpose of determining such adverse claim and
the rights of the parties, respectively.
Minn. Stat. § 559.01 (2018).
The timeline of events is undisputed. Stevensen, as KMLE’s president, assigned
KMLE’s redemption rights to the property to Schumacher on October 28, 2005. “An
assignment is simply the transfer of rights or property.” S O Designs USA, Inc. v.
Rollerblade, Inc., 620 N.W.2d 48, 54 (Minn. App. 2000) (quotation omitted), review
denied (Minn. Feb. 21, 2001). An assignment “operates to place the assignee in the shoes
of the assignor, and provides the assignee with the same legal rights as the assignor had
before assignment.” Ill. Farmers Ins. Co. v. Glass Serv. Co., 683 N.W.2d 792, 803 (Minn.
2004).
The loan s went into default in 2005 and the bank commenced foreclosure
proceedings on the property. With respect to large agricultural lands, the foreclosure
statute provides that:
[W]hen lands have been sold in conformity with [statutory
requirements], the mortg agor, the mortgagor’s personal
representatives or assigns, within 12 months after such sale,
may redeem such lands in accordance with the provisions of
payment of subdivision 1 thereof[.]
Minn. Stat. § 580.23, subd. 2 (2018).
The right to redeem the proper ty from the first sheriff’s sale expired on April 27,
2006. Schumacher exercised his right of redemption by presenting a check to the bank on

7
the same day .1 Following payment, an attorney mailed the Assignment of Redemption
Rights and the Certificates of Redemption to the county recorder’s office. These
documents were recorded on May 5, 2006. The district court determined that the
“assignment unambiguously conveyed all of KMLE’s redemption rights in the property to
[Schumacher],” and that the plain lang uage of section 580.23, subdivision 2, allows for
redemption of land by a mortgagor’s assignee. The district court reasoned that Schumacher
“acquired a valid and enforceable right to redeem the property,” and redeemed the property
by delivering payment of $162,430.70 to the bank on April 27, 2006.
We discern no error in the district court’s order. There is no Minnesota caselaw
addressing the enforceability of assignment rights in this context. Minnesota courts often
review caselaw from other jurisdictions when our own law is undefined. See Mahowald v.
Minn. Gas Co., 344 N.W.2d 856, 861 (Minn. 1984) (recognizing that foreign cases are not
binding precedent but may have persuasive value). In Farmers Prod . Credit Assoc. v.
McFarland, a junior mortgage lienholder and an assignee of the mortgagors both attempted
to redeem property after the senior mortgagee’s foreclosure. 374 N.W.2d 654,
655 (Iowa 1985). The McFarland court held that the plain language of the relevant statute
“give[s] the assignee the same quantity and quality of rights as the debtor,” and the assignee
had the “right to title under the assignment[]” upon tendering payment to redeem the
property. Id. at 656, 659. We find this reasoning persuasive. Moreover, the plain language
of section 5 80.23 unambiguously allows for an assignee of redemption rights to redeem

1 As noted earlier, Schumacher presented one check to redeem the property from
foreclosure from both sheriff’s sales.

8
real property in foreclosure. See Minn. Stat. § 580.23, subds. 1, 2 (2018) (discussing
redemption period), 580.25 (2018) (discussing redemption process). We therefore
conclude that the Assignment of Redemption Rights to Schumacher, and his subsequent
tender of full payment to the bank, conveyed title to the property to Schumacher.
b. Parol Evidence Rule
Appellants argue that any purported assignment of rights to Schumacher was invalid
because the assignment agreement was conditional and only intended to be exercised if
something happened to Stevensen in Iraq. This argument is premised on the consideration
of parol evidence. When there is an unambiguous integrated written contract, “[t]he parol
evidence rule prohibits the admission of extrinsic evidence of prior or contemporaneous
oral agreements, or prior written agreements, to explain the meaning of a contract.” Alpha
Real Estate Co. of Rochester v. Delta Dental Plan of Minn ., 664 N.W.2d 303, 312 (Minn.
2003) (quotation omitted) . However, when “a written agreement is ambiguous or
incomplete, evidence of oral agreements tending to establish the intent of the parties is
admissible.” Id. (quotation omitted); see also Mollico v. Mollico , 628 N.W.2d 637, 640 -
41 (Minn. App. 2001) (permitting courts to consider parol evidence to resolve ambiguity
in real estate contract). “Whether a contract is ambiguous is a question of law tha t we
review de novo.” Dykes v. Sukup Mfg. Co ., 781 N.W.2d 578, 582 (Minn. 2010). “A
contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more
than one interpretation.” Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn.
2003) (quotation omitted).

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Here, the Assignment of Redemption Rights provides that KMLE “does hereby sell,
transfer and convey to Francis J. Schumacher, the redemption right to real property in
Nicollet County Minnesota .” The district court determined that th is language is
unambiguous and, therefore, extrinsic evidence of the parties’ conditional oral agreement
is barred by the parol evidence rule. We agree. The plain language of the agreement is not
susceptible to more than one interpretat ion, nor does it contain any reference to a
conditional agreement. A nd as the district court noted, the agreement “clearly assigned
KMLE’s assignment rights” in the property to Schumacher, and can be interpreted based
solely on the “four corners” of the d ocument. Minnesota law recognizes that “[e] xtrinsic
evidence beyond the four corners of a contract is inadmissible to explain the meaning of a
contract that is unambiguous.” Trebelhorn v. Agrawal, 905 N.W.2d 237, 243 (Minn. App.
2017). Further, where the language of a real estate instrument is unambiguous, a district
court “err[s] as a matter of law by admitting and considering evidence to dete rmine the
meaning of the [instrument].” Danielson v. Danielson, 721 N.W.2d 335, 339 (Minn. App.
2006) (stating that “w hen parties reduce their agreement to writing, parol evidence is
ordinarily inadmissible to vary, contradict, or alter the written agreement.”) Because there
is an unambiguous, integrated written contract between the parties governing the
assignment of rights, the district court did not err by barring appellants’ conditional -
delivery evidence under the parol evidence rule.
c. Statute of Frauds
Appellants argue that the Assignment of Redemption Rights is unenforceable
because it does not satisfy the statute of frauds. The determination of whether the statute

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of frauds has been satisfied is generally a question of law subject to de novo review on
appeal. Simplex Supplies, Inc. v. Abhe & Svoboda, Inc., 586 N.W.2d 797, 800 (Minn. App.
1998).
Minnesota law provides that:
No estate or interest in lands, other than leases for a term not
exceeding one year, nor any trust or power over or concerning
lands, or in any manner relating thereto, shall hereafter be
created, granted, assigned, surrendered, or declared, unless by
act or operation of law, or by deed or conveyance in writing,
subscribed by the parties creating, granting, assigning,
surrendering, or declaring the same, or by their lawful agent
thereunto authorized by writing.
Minn. Stat. § 513.04 (2018).
The statutory reference to interests in land “is broad enough to include any right,
title, or estate in, or lien upon, real estate.” Franklin Auto Body Co. v. Wicker, 414 N.W.2d
509, 512 (Minn. App. 1987) (quotation omitted). It is undisputed that the Assignment of
Redemption Rights involves an interest in land and the statute of frauds requires a writing.
The assignment agreement here satisfies the statutory requirements because it describes the
property and is signed by the assignor.
For these reasons, we determine that the district court did not err by granting
summary judgment in Schumacher’s favor on his action to determine adverse claims.2

2 Schumacher asserted six other causes of action in addition to his action to determine
adverse claims. Schumacher later voluntarily withdrew two of these claims, and the district
court dismissed the remaining claims. In his cross -appeal, Schumacher argued that if this
court reverses the district court’s judgment on his action to determine adverse claims, then
we should reinstate Schumacher’s alternative claims. Schumacher stated in his appellate
brief that if this court affirms the district court’s judgme nt, then we “may dismiss
[Schumacher’s] cross appeal.” Because we affirm the district court’s judgment on

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III. The District Court Did Not Err by Dismissing Appellants’ Counterclaims.
Appellants argue that the district court erred by granting summary judgment in
Schumacher’s favor on appellants’ counterclaims. We address each argument in turn.
a. Breach of Contract
Appellants asserted a breach-of-contract counterclaim against Schumacher.
Specifically, a ppellants alleged that Schumacher advanced payment of $162,430.70 to
appellants, in exchange for which Machau agreed to work off the debt by providing labor
and services on the farm. Appellants bear the burden of proving the essential elements of
a breach-of-contract claim “by a fair preponderance of the evidence.” Carpenter v. Nelson,
101 N.W.2d 918, 921 (Minn. 1960); see also Park Nicollet Clinic v. Hamann, 808 N.W.2d
828, 833 (Minn. 2011) (articulating breach-of-contract factors).
If the arrangement between the parties was intended as a loan, as appellants contend,
then it was a credit agreement within the meaning of Minn. Stat. § 513.33 (2018) and
required a written instrument to be effective. A “credit agreement” is “an agreement to
lend or forbear repayment of money, goods, or things in action, to otherwise extend credit,
or to make any other financial accommodation.” Id., subd. 1(1). A “creditor” is “a person
who extends credit under a credit agreement with a debtor,” and a “debtor” is “a person
who obtains credit or seeks a credit agreement with a creditor or who owes money to a
creditor.” Id., subds. 1(2), (3). “A debtor may not maintain an action on a credit agreement

Schumacher’s action to determine adverse claims, we need not reach the issues raised in
the cross-appeal.

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unless the agreement is in writing, expresses consideration, sets forth the relevant terms
and conditions, and is signed by the creditor and the debtor.” Id., subd. 2.
Here, appellants have not presented any written documentation su pporting the
existence of a “loan” between the parties, expressing consideration, setting forth the
relevant terms and conditions, or bearing the parties’ signatures, as required by
section 513.33, subdivision 2. As such, appellants’ breach -of-contract counterclaim fails
as a matter of law and the district court did not err by granting summary judgment to
Schumacher.
b. Fraudulent Misrepresentation
Appellants asserted a counterclaim for fraudulent misrepresentation, claiming that
Schumacher agreed to provide a loan to appellants and then falsely claimed ownership of
the property. Appellants have not produced any evidence supporting the elements of the
claim. See Hoyt Props., Inc. v. Prod. Res. Grp., L.L.C., 736 N.W.2d 313, 318 (Minn. 2007)
(setting forth elements for fraudulent misrepresentation). Moreover, appellants’ fraudulent
misrepresentation claim fails for lack of evidence required under Minn. Stat. § 513.33,
subd. 2, for the same reasons discussed above. If the parties intended Schumacher’s
payment to the bank to be a loan, it required a validly-executed written document between
Schumacher and appellants. The evidentiary record does not contain any evidence of such
an agreement. Therefore, appellants’ counterclaim for fraudulent misrepresentation is not
supported by the evidence necessary to withstand a motion for summary judgment, and the
district court did not err by dismissing it. See Figgins v. Wilcox , 879 N.W.2d 653, 658

13
(Minn. 2016) (affirming district court’s determination that section 513.33, subdivision 2,
barred claimant’s fraudulent misrepresentation claim).
c. Promissory Estoppel
Appellants asserted a promissory estoppel counterclaim alleging that Schumacher
promised to loan money to KMLE , that a ppellants relied on that promise, and that
Schumacher received the benefits of Machau’s labor but failed to provide an accounting
for his work. Appellants’ promissory estoppel claim fails as a matter of law because it is
barred by Minn. Stat. § 513.33. In Figgins, the Minnesota Supreme Court recognized that
section 513.33 require s certain credit agreements to be in writing and that the “statute’s
plain language speaks in absolute terms and states that a debtor may not maintain an action
on a credit agreement.” 879 N.W.2d at 659 (quotation omitted). And “[t]here is simply no
textual basis for creating an exception to section 513.33 for promissory estoppel claims.”
Id. at 659. The district court did not err by granting summary judgment on appellants’
promissory estoppel counterclaim.
d. Equitable Estoppel
Appellants asserted a counterclaim for equitable estoppel, claiming that
Schumacher made representations to Machau, that Machau relied on those representations,
and that it would be inequitable for Schumacher to receive the benefits of Machau’s labor
and expertise without compensation. As with appellants’ promissory estoppel claim,
appellants’ equitable estoppel claim fails as a matter of law because it is barred by
section 513.33. Equitable estoppel cl aims are not exempt from operation of Minn. Stat.
§ 513.33. See id. at 659 (reiterating that “no action on a credit agreement may be

14
maintained unless the writing requirement is satisfied”). The district court did not err by
granting summary judgment on appellants’ equitable estoppel counterclaim.
e. Quiet Title
Appellants asserted a counterclaim seeking to quiet title to the property in KMLE.
The district court dismissed this counterclaim in light of its order granting summary
judgment in Schumacher’s favor on his action to determine adverse claims. Because we
affirm t he district court’s decision to determine adverse claims, we likewise affirm
dismissal of appellants’ quiet-title counterclaim.
Affirmed.