Andrea Tallman, 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This opinion will be unpublished and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
A19-1413

Andrea Tallman,
Appellant,

vs.

Albert Brandmire,
Respondent.

Filed March 23, 2020
Affirmed
Bjorkman, Judge

Anoka County District Court
File No. 02-CV-18-2222

Matthew L. Fling, St. Louis Park, Minnesota (for appellant)

Daniel M. Gallatin, Gallatin Law, PLLC, Hugo, Minnesota (for respondent)

Considered and decided by Bjorkman, Presiding Judge; Johnson, Judge; and Slieter,
Judge.
U N P U B L I S H E D O P I N I O N
BJORKMAN, Judge
Appellant challenges the dismissal of her breach-of-contract claim following a court
trial, arguing that the district court erred in concluding that (1) the claim is time -barred,
(2) there was not an enforceable contract, and (3) she lacks standing. Because appellant’s
claim is time-barred, we affirm.

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FACTS
In 2000, appellant Andrea Tallman agreed to purchase a duplex with her mother,
Ursula Brandmire, an d her step -father, respondent Albert Brandmire (Brandmire). The y
applied for a mortgage through a private lender. Brandmire was unhappy with the offered
mortgage rate and believed he could obtain a better rate through the U.S. Department of
Veterans Affairs (VA). Tallman was not eligible for a VA loan and could not hold title to
a property secured by the VA program because she was neither a veteran nor a spouse of a
veteran. But the Brandmires decided to obtain financing through the VA and purchase d
the property on their own.
On September 18, Tallman’s maternal grandparents gave the Brandmires nearly
$27,000 toward the purchase . They memorialized the gift in a document titled “Gift
Letter.” The one-page document does not reference Tallman.
The Brandmires completed the purchase on September 29, and Tallman attended
the closing. That same day, Tallman and the Brandmires signed an agreement described
as an “attachment” to the closing documents. The agreement identifies the parties by their
first names, and provides:
Al, Ursula, and Andrea all agree that the above
mentioned property will be owned 50% (fifty percent) by Al
and Ursula together and 50% (fifty percent) by Andrea. They
will take title as tenants in common. Should any party expire
before th e other(s), their Last Will and Testaments shall be
enforced.
Upon the signing of the closing documents, dated this
September 29, 2000, Andrea Tallman will be quit claimed into
title and will therefore share in full ownership of the above
mentioned property.

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In regards to the mortgage payments on the above
mentioned property, it is hereby agreed by all parties that the
gift funds received, in the amount of $25,000.00 shall be
credited to Andrea and her portion of the monthly mortgage
payment. At the purchase price of $200,000.00, Al and Ursula
will have a princip [al] and interest payment of $725.07/m o.
Andrea will have a princip[a l] and interest payment of
$543.81/mo. It is further agreed that the responsibility of the
property taxes and homeowners insura nce will be 50% (fifty
percent) Al and Ursula and 50% (fifty percent) Andrea.
Upon the sale of the above property, the balance of
monies left over after the mortgage, closing costs and standard
seller paid fees are deducted from the selling price, Andrea
shall receive the first $25,000.00. Any monies remaining will
be split equally to have Al and Ursula receiving 50% (fifty
percent) and Andrea receiving 50% (fifty percent).

Contrary to the agreement, t he Brandmires did not deed any portion of the propert y to
Tallman on September 29, 2000, or any time thereafter.
Tallman and the Brandmires moved into the property and lived there, Tallman on
one side and the Brandmires on the other, for 18 years. Each month, Tallman paid a portion
of the mortgage, insurance, and taxes by writing a check to the mortgage company, which
she delivered to Brandmire for him to include with his payment.
In December 2009, the Brandmires filed for bankruptcy. They claimed an
exemption in the property, indicating that it was not subject to any unexpired leases or
executory contracts and stating there were no co -debtors. When Tallman filed for
bankruptcy the following month , she denied having any interest in real property or
executory contracts.
After Ursula Brandmire died in April 2018 , Brandmire (through his daughter as
power of attorney ) placed the property for sale. In response, Tallman commenced this

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action, alleging that Brandmire breached the contract by failing to transfer a half interest
in the property to her . After a bench trial, the district court found in Brandmire’s favor,
reasoning that Tallman’s claim is time -barred, the parties did not have an enforceable
contract, and Tallman lacks standing to bring any claim because any interest she may have
had in the property passed to her bankruptcy estate.1 Tallman appeals.
D E C I S I O N
The construction and application of a statute of limitations are questions of law,
which we review de novo. Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 831 (Minn.
2011). A contract claim is subject to a six-year statute of limitations. Minn. Stat. § 541.05,
subd. 1(1) (2018). The limitations period begins to run when a cause of action accrues.
Hamann, 808 N.W.2d at 832. An action accrues when “a plaintiff can allege suff icient
facts to survive a motion to dismiss for failure to state a claim on which relief can be
granted.” Frederick v. Wallerich, 907 N.W.2d 167, 173 (Minn. 2018).
Tallman’s complaint alleges that Brandmire breached the agreement by “failing to
convey a 50% interest in the Property to [her].” To determine when Tallman could allege
sufficient facts to support this claim, we consider when the agreement required Brandmire
to make the transfer.
We review c ontract interpretation de novo. Travertine Corp. v. Lexington-
Silverwood, 683 N.W.2d 267, 271 (Minn. 2004) . Our goal is to effectuate the parties’
intent. Id. To discern that intent, we look to the language of the contract as a whole,

1 Tallman also sought equitable relief, which the district court denied under the doctrine of
unclean hands. Tallman does not challenge that aspect of the court’s decision on appeal.

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harmonizing all of its clauses. Trebelhorn v. Agrawal, 905 N.W.2d 237, 242 (Minn. App.
2017). If that language is unambiguous, we apply its plain and ordinary meaning without
considering extrinsic evidence . Id. Tallman does not argue that resolution of when her
contract claim accrued turns on parol evidence. Accordingl y, we look solely to the four
corners of the agreement. Id.
The agreement unambiguously defines the timing of Brandmire’s transfer
obligation. It states: “Upon the signing of the closing documents, dated this September 29,
2000, Andrea Tallman will be quit claimed into title and will therefore share in full
ownership of the above mentioned property.” The term “upon” indicates a pa rticular
occasion that triggers the obligation. See The American Heritage Dictionary of the English
Language 1230 (defining “on” as “indicat[ing] occurrence at a given time” or “indicat[ing]
the particular occasion or circumstance”), 1903 (defining “upon” as “on”) (5th ed. 2011) .
That occasion is plainly the “signing of the closi ng documents ,” which occurred on
September 29, 2000. When the Brandmires signed the closing documents on that date,
they immediately assumed the obligation to transfer ha lf of the property to Tallman.
Indeed, Tallman acknowledges that, because the obligation accrued on that date, she could
have pursued her breach-of-contract claim by late 2000.
Tallman contends the agreement created a separate obligation for Brandmire to pay
her $25,000 and half of the remaining proceeds upon the property’s sale, and that his failure
to remit payment is an independent breach that is not barred by the statute of limitations .
That argument is unavailing for two reasons. First, Tallman does not all ege any such
breach. Her complaint alleges a single breach of contract —that Brandmire failed to

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transfer half ownership of the property to her. Even after the 2018 sale of the property,
Tallman did not amend her complaint to allege that Brandmire breache d an obligation to
pay half of the sale proceeds. Second, Tallman’s right to share in the sale proceeds is
plainly tied to her half ownership of the property , as are other portions of the agreement.
The parties’ mutual obligations under the agreement—including their shared obligation to
pay mortgage principal and interest, taxes, and homeowner’s insurance, and entitlement to
equal shares of the pr oceeds from the property’s sale —all flow from the Brandmires’
obligation to transfer half ownership of the property to Tallman. The Brandmires’ failure
to do so “upon the [September 29, 2000] signing of the closing documents” implicated all
of the other expressed rights and obligations.
In sum, the agreement required the Brandmires to transfer half interest in the
property to Tallman as soon as they signed the closing documents. When they failed to do
so, Tallman had a breach-of-contract claim that would have survived a motion to dismi ss
by late 2000. The limitations period for that claim expired in late 2006, nearly 12 years
before Tallman commenced this action. Accordingly, the district court did not err by
dismissing Tallman’s claim as time-barred.2
Affirmed.

2 Because we affirm the district court’s decision based on the statute of limitations, we
decline to address Tallman’s challenges to the alternative bases for the court’s decision.