Khalif Jama, et al., Respondents,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A20-0787

Khalif Jama, et al.,
Respondents,

vs.

Saleban Garbiye,
Appellant,

Amal Money Wire, LLC d/b/a Amal Express, et al.,
Respondents,

and Jamal Jama, et al.,
Plaintiffs,

Alex Jerome,
Respondent,

vs.

Saleban Garbiye,
Appellant,

Amal Money Wire, LLC d/b/a Amal Express, et al.,
Respondents,

and Mohamed Ali Muse,
Plaintiff,

vs.

Saleban Garbiye,
Appellant,

Amal Money Wire, LLC d/b/a Amal Express, et al.,
Respondents.

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Filed March 29, 2021
Affirmed
Reilly, Judge

Hennepin County District Court
File No. 27-CV-17-16547

Andrew Carlson, Carlson Law Office, LLC, St. Louis Park, Minnesota (for respondents
Khalif Jama, Mursal Egal, Abukar Musse, Alex Jerome and Sahra Hassan)

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

Daniel L. Kennedy, Kennedy & Cain, PLLC, Minneapolis, Minnesota (for respondent
Amal Money Wire, LLC)

Considered and decided by Reilly, Presiding Judge; Florey, Judge; and Frisch,
Judge.
NONPRECEDENTIAL OPINION
REILLY, Judge
Respondent-customers sued respondent-money-wiring company and appellant -
agent for breach of contract. The company and agent filed cross-claims against one another
for indemnification and attorney fees and costs. After the customers settled with the
company, the district court held a court trial on the customers’ claims against agent and on
the cross-claims. On appeal, agent argues that the district court (1) abused its discretion
by relying on testimonial evidence instead of documentary evidence on the customers’
breach-of-contract claims , (2) erred in granting the company’s indemnification cross-
claim, and (3) erred in awarding attorney fees and costs to the company. We affirm.

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FACTS
Defendant-respondent Amal Money Wire, LLC d/b/a Amal Express , et al . (the
company) is a licensed money transmitter in Minnesota. In October 2003, defendant-
appellant Saleban Garbiye (agent) began serving as an agent with the company. An agent
agreement governed the relationship and contained provisions related to agent’s duties and
the company ’s right to seek indemnification and recover attorney fees. Agent and the
company agreed to “indemnify and defend the other party from claims that result or are
alleged to result from the acts of the first party.” Agent also agreed to “reimburse the
[c]ompany for any costs or disbursement related to the enforcement of this agreement,
including but not limited to reasonable attorneys’ fees.”
In March 2017, the company contracted with an independent company to perform
an audit of its agents’ files. Agent refused to hand over his files to the independent auditor.
The company terminated the agent agreement with 60 days’ notice in March 2017 , when
agent refused to turn over his files.
Shortly after terminating the agreement, the company began receiving complaints
from agent’s customers, including plaintiff-respondents Yusuf Aburahman, Khalif Jama,
Mursal Egal, Abukar Musse, Jamal Jama, Alex Jerome, Sardiyo Ali, Mohamed Ali Musse,
and Sahra Hassan. The customers stated that they each gave money to agent, but that agent
never submitted their money to the company for transmission to their intended recipients.
Additionally, the company and the customers alleged that while agent was working for the
company, he also conducted a personal “money holding” practice, meaning that he held
onto money until the customer requested that the money be sent or returned . Agent

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admitted that he had been holding money for some of his own personal customers, and that
he did not report those payments to the company “and [they] were not intended for money
transmission for [the company].”
In April 2017, the company and agent executed an agreement formalizing the
termination of the agent agreement (the termination agreement) . The termination
agreement stated that “[d]uring the same period of time that [agent] worked as [the
company’s] agent, [he] accepted payments from individuals that were not reported to [the
company] and were not intended for money transmission by [the company].” Agent agreed
that if anyone “ makes a claim against [the company] alleging that money was given to
[agent] for a purpose other than money transmission through [the company ’s] normal
money transmission system, [agent] will defend and indemnify [the company] against such
claim.” Agent also agreed “that the prevailing Party in any such litigation shall be entitled
to recover its reasonable attorneys’ fees.”
The customers filed breach-of-contract actions against the company and agent in
three separate court cases , which the district court later companioned. Before trial, agent
and the company filed cross-claims against each other for indemnification and attorney
fees. In September 2019, the district court granted partial summary judgment and
dismissed the claims asserted by one of the customers. A month later, all of the remaining
customers settled their claims with the company under confidential settlement agreements.
The district court conducted a court trial in October 2019. The customers sought to
collect the portion of damages from agent that they did not recover from the company. And

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the company sought indemnification from agent for the money it paid to settle with the
customers, along with attorney fees and costs incurred in the litigation.
The district court issued its findings of fact, conclusions of law, and order for
judgment. The district court dismissed the customers’ claims against the company based
on the testimony that each customer reached a full settlement with the company and had
no other claims against it. The district court awarded judgment for each customer and
against agent for the individual amounts owed. The district court dismissed agent’s cross-
claim against the company, but granted the company’s indemnification cross-claim against
agent. The district court entered judgment for $61,845 for indemnification based on the
company’s settlement with the customers, $88,487.50 in attorney fees, and $9,037 .50 in
disbursements.
Agent appeals.
DECISION
I. The district court did not abuse its discretion by considering testimonial
evidence of the settlement agreements between the customers and the company.
Agent challenges the district court’s evidentiary ruling. A district court has “broad
discretion over the admission and exclusion of ev idence and the [district] court’ s rulings
should not be disturbed by a reviewing court unless the rulings constitute a clear abuse of
discretion or are based on an erroneous view of the law.” Bergh & Misson Farms, Inc. v.
Great Lakes Transmission Co., 565 N.W.2d 23, 26 (Minn. 1997). “In the absence of some
indication that the [district] court exercised its discretion arbitrarily, capriciously, or

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contrary to legal usage, the appellate court is bound by the result.” Kroning v. State Farm
Auto. Ins. Co., 567 N.W.2d 42, 46 (Minn. 1997).
The company settled its claims with the customers before trial. They recorded these
settlements in confidential settlement agreements. At trial, the parties informed the district
court that the written settlement agreements between the customers and the company were
confidential, and could not be entered into evidence as exhibits. Agent did not object. The
district court heard direct testimony from the customers about the actual settlement
amounts. After the customers completed their testimony and the attorney rested, agent
asked to see the confidential settlement agreements. The district court declined the request
because it was unt imely and agent had not objected to the witness testimony about the
settlement amounts. The district court stated in the findings of fact, conclusions of law,
and order that the customers had settled with the company in the amounts testified to at
trial. On appeal, agent claims that the district court’s reliance on witness testimony violated
the rules of evidence.
We determine that agent forfeited consideration of this issue for two reasons.1
First, agent failed to timely object at trial. An error may no t rest on a ruling that
admits evidence unless “a timely objection or motion to strike appears of record, stating

1 We recognize that agent appeared as a self -represented litigant at trial and that courts
typically afford some leeway to self -represented litigants. Fitzgerald v. Fitzgerald , 629
N.W.2d 115, 119 (Minn. App. 2001). That said, “this court has repeatedly emphasized that
[self-represented litigants] are generally held to the same standards as attorneys and must
comply with court rules.” Id.; see also Gruenhagen v. Larson , 246 N.W.2d 565, 569
(Minn. 1976) ( cautioning courts against modifying rules and procedures because self -
represented litigant lacks skills or expertise of an attorney).

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the specific ground of objection . . . .” Minn. R. Evid. 103(a)(1). “A party is not only
bound to make specific objections at the time the evidence is offered, but he is also limited
on appeal to the objections he raised below.” Becker Cty. Nat’l Bank v. Davis , 284 N.W.
789, 792 (Minn. 1939) (quotation and citation omitted). While the parties did not enter the
confidential settlement agreeme nts into evidence, the parties openly discussed the
settlement amounts in court and agreed that the district court could state the settlement
amounts in its findings of fact. The customers also testified about their individual
settlements with the company. Agent did not object to the witness testimony related to the
settlement amounts, and only asked to see the confidential settlement agreements after the
close of testimony. When no objection to an alleged error is raised before the district court,
the alleged error cannot be considered on appeal. Park Hill Apartments v. Anderson, 409
N.W.2d 924, 925 (Minn. App. 1987). Because agent did not timely object to testimony
about the settlement amounts, he forfeited his arguments.
Second, agent did not bring a motion for new trial challenging the district court’ s
evidentiary rulings. “Matters of trial procedure, evidentiary rulings, and jury instructions
occurring at trial are subject to appellate review only if they are assign ed as error in a
motion for a new trial.” County of Hennepin v. Bhakta , 9 22 N.W.2d 194, 197 (Minn.
2019); see also Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minn ., 664
N.W.2d 303, 311 (Minn. 2003) (clarifying that only substantive questions of law properly
raised and considered by district court are subject to appellate review without making a
motion for new trial); Sauter v. Wasemiller, 389 N.W.2d 200, 201 (Minn. 1986) (same).

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Furthermore, even if we reach the merits of agent’s argument, we discern no abuse
of discretion in the district court’s admission of the evidence. The district court’s factual
findings about the settlement amounts stemmed from unobjected-to oral testimony
presented by the customers themselves. The district court he ard testimony from the
customers and from the company’s corporate officer that the company settled its claims
with the customers. Each customer testified about the amount of his or her settlement with
the company. Agent had a chance to cross-examine each of these witnesses. The district
court, sitting as finder-of-fact, determined that the settlement amounts were established by
direct witness testimony. See Goldman v. Greenwood, 748 N.W.2d 279, 284 (Minn. 2008)
(noting that appellate courts defer to dis trict court’ s opportunity to weigh and evaluate
witness credibility); Morrisette v. Harrison Int’l Corp., 486 N.W.2d 424, 427 (Minn. 1992)
(recognizing that “the existence and terms of a contract are questions for the fact finder”).
We also reject agent’s argument that the district court violated the best -evidence
rule by denying his request to compel production of the confidential settlement agreements.
The best-evidence rule provides that “[t]o prove the content of a writing, recording, or
photograph, the original writing, recording, or photograph is required .” Minn. R. Evid.
1002. Agent did not present the best-evidence argument to the district court, and therefore
we need not address it on appeal. Moreover, the best-evidence rule is inapplicable because
the witnesses testified to their own firsthand knowledge of their individual settlements with
the company, rather than the contents of the written settlement agreements. And a witness
with firsthand knowledge may permissibly testify to that knowledge. See Buffalo Ins. Co.
v. United Parking Stations, Inc ., 152 N.W.2d 81, 84 (Minn. 1967) (noting that the best -

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evidence rule “is merely a name for the rule which requires the contents of a writing to be
proved by the writing itself if it is available ” and “ is not a broad, general principle
applicable throughout the law of evidence”).
In sum, even though appellant failed to preserve this issue, we determine that the
district court did not abuse its discretion in admitting the testimony and its factual findings
are not clearly erroneous.
II. The district court did not err in granting judgment in the company’s favor on
its indemnification cross-claim.
Agent argues that the district court erred in granting indemnification to the
company. In a court trial, “findings of fact, whether based on oral or documentary
evidence, shall not be set aside unless clearly erroneous, and due regard shall be given to
the opportunity of the trial court to judge the credibility of the witnesses.” Minn. R. Civ.
P. 52.01. We apply a de novo standard of review to a district court’ s interpretation of a
contract and its conclusions of law. Valspar Refinish, Inc. v. Gaylord’s, Inc. 764 N.W.2d
359, 364 (Minn. 2009). On review, this court will “neither reconcile conflicting evidence
nor decide issues of witness credibility, which are exclusively the province of the
factfinder.” Pechovnik v. Pechovnik , 765 N.W.2d 94, 99 (Minn. A pp. 2009) ( quotation
omitted).
We determine as an initial matter that agent forfeited this argument by raising it for
the first time on appeal. See Vaughn v. Nw. Airlines, Inc., 558 N.W.2d 736, 745 n.9 (Minn.
1997) ( declining to address untimely argument s); Annis v. Annis , 84 N.W.2d 256, 261
(Minn. 1957) (“litigants are bound [on appeal] by the theory or theories, however erroneous

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or improvident, upon which the action was actually tried below ”). This court 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). Thus, we find agent’s argument forfeited.2
Moreover, e ven if agent had not forfeited his argument, we determine that it is
meritless. An indemnity clause is “[a] contractual provision in which one party agrees to
answer for any specified or unspecified liability or harm that the other party might incur.”
Black’s Law Dictionary 887 (10th ed. 2014). The agent agreement and the terminatio n
agreement govern the company’s indemnity claim against agent. “[P]arties [to a contract]
are generally free to allocate rights, duties, and risks.” Lyon Fin. Servs., Inc. v. Ill. Paper
& Copier Co., 848 N.W.2d 539, 545 (Minn. 2014). Further, “parties are free to contract to
whatever terms they agree, provided that those terms are not prohibited by law.” Persigehl
v. Ridgebrook Inv. Ltd. P’ ship, 858 N.W.2d 824, 832 (Minn. App. 2015). We determine
the parties’ intent based on the contract’s language. Storms, Inc. v. Mathy Constr. Co., 883
N.W.2d 772, 776 (Minn. 2016). If the language is unambiguous, we enforce the plain
language of the contract. Dykes v. Sukup Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010).
The agent agreement contained an indemnity clau se in which “The Agent and the
Company agree that each party is responsible for its own acts, and agree that each party

2 Agent argues that (1) the company failed to tender defense of the claim, (2) the record
lacks evidence that judgment was entered against the company by the customers, (3) the
district court failed to make a sua sponte finding that the employment termination
agreement was reasonable and prudent, (4) the company’s reliance on the parties’
agreement is analogous to an attempt at novation, and (5) the judgment lacked a sufficient
factual basis. We deem these arguments forfeited.

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shall indemnify and defend the other party from claims that result or are alleged to result
from the acts of the first party.” The termination agreement similarly provides:
Repayment. [Agent] shall pay full compensation to each
person or entity from whom he accepted money or other forms
of payment that was not transmitted by [the company] to a
recipient pursuant to [the company] ’s normal money
transmission system. Such compensation shall be completely
paid with[in] five (5) days of the date this Agreement is signed.
(a) If any person or entity makes a claim against [the company]
alleging that money was given to [agent] for a purpose other
than money transmission through [the company]’s normal
money transmission system, [agent] will defend and
indemnify [the company] against such claim.
The district court cited the relevant portions of the two agreements and noted that
“[agent] has twice agree d to indemnify the company against claims resulting from [his]
actions.” The district court noted that those agreements “state that [agent] must indemnify
[the company] for his actions” because he took money from customers and did not
immediately transfer the money, as required by the company ’s “normal money
transmission system.” The district court determined that agent “has not challenged the
agency agreement nor the [ termination agreement].” The record supports the district
court’s determination that agent is obligated, under the clear and unambiguous terms of the
two agreements, to indemnify the company for its damages.
Based on the district court’s findings about the indemnification clause, and our own
review of the record, we conclude that the district court did not err in granting judgment in
the company’s favor on its indemnification cross-claim against agent.

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III. The district court did not err in awarding attorney fees and costs to the
company.
Agent challenges the district court’s award of attorney fees and costs . Minnesota
follows the American rule “that attorney fees are not recoverable in litigation unless there
is a specific contract permitting or a statute authorizing such recovery.” Dunn v. Nat’l
Beverage Corp., 745 N.W.2d 549, 554 (M inn. 2008) (quotation omitted). “We will not
reverse the district court’s decision on attorney fees absent an abuse of discretion.” Carlson
v. SALA Architects, Inc., 732 N.W.2d 324, 331 (Minn. App. 2007 ), review denied (Minn.
Aug. 21, 2007).
Contract interpretation is a question of law that we review de novo. Storms, 883
N.W.2d at 776. “Because the intent of the parties is typically determined from the plain
language of a written contract we generally enforce the agreement of the parties as
expressed in the language of the contract.” St. Jude Medical, Inc. v. Carter, 913 N.W.2d
678, 683 (Minn. 2018) (citation and quotation omitted). If the contract ’s language is
unambiguous, we enforce the agreement as written. Dykes, 781 N.W.2d at 582.
The agent ag reement and the termination agreement provide for an award of
attorney fees and costs . In the agent agreement, agent agreed “that if the Company must
enforce this agreement against the Agent for any reason, the Agent will reimburse the
Company for any costs or d isbursement related to the enforcement of this agreement,
including but not limited to reasonable attorneys’ fees. ” The termination agreement also
contained an attorney-fee provision stating that “The Parties hereto hereby . . . agree that

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the prevailing Party in any such litigation shall be entitled to recover its reasonable
attorneys’ fees.” Agent did not challenge the provisions of these agreements at trial.
The right to seek attorney fees and costs is clearly and unambiguously provided for
in the parties’ agreements, and agent does not contest them. Thus, the district court did not
err in awarding attorney fees and costs to the company under the parties’ agreements.
Affirmed.