North Loop Downtown, LLC, Appellant,

This opinion is nonprecedential except as provided by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
A20-1533

North Loop Downtown, LLC,
Appellant,

vs.

Benjamin Liao, et al.,
Respondents.

Filed August 16, 2021
Affirmed
Slieter, Judge

Hennepin County District Court
File No. 27-CV-19-20732

Brian N. Niemczyk, Katherine A. Herman, Hellmuth & Johnson, Edina, Minnesota (for
appellant)

Christopher M. Daniels, Gre gory N. Arenson, Parker Dani els Kibort LLC, Minneapolis,
Minnesota (for respondents)

Considered and decided by Slieter, Presid ing Judge; Ross, Judge; and Bryan, Judge.
NONPRECEDENTIAL OPINION
SLIETER, Judge
Appellant challenges the district court’s gr ant of summary judgment of its breach-
of-contract claim against respondents, arguing that the district court erred by determining
that there were no genuine issues of material fact. Because the respondents’ liability based
upon a promissory note had been released and there exist no genuine issues of material fact
to indicate another basis for their liability, we affirm.
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FACTS
This dispute comes before us from a gran t of summary judgment. We therefore
view “the evidence in the lig ht most favorable to the no nmoving party and resolve all
doubts and factual inferences against the moving part[y].” Maethner v. Someplace Safe,
Inc., 929 N.W.2d 868, 874 (Minn. 2019) (quotation omitted). With this in mind, we accept
the following facts as true for purposes of our review.
On or about January 30 or 31, 2013, Sa mrina Sabri and respondents Benjamin and
Margaret Liao (the Liaos) executed a commercial property note (the 2013 note) in favor of
Morris Law Group (MLG). 1 The Liaos and Samrina Sabri agreed to pay $233,000, plus
interest to MLG, for the purchase of certain business property.
On July 31, 2015, attorney Richard Morris execut ed a release of commercial
promissory note (the release) on behalf of MLG, releasing the Li aos and Samrina Sabri
from liability pursuant to the 2013 note. Morris stated in a sworn declaration that this
transaction “was for a complete release of th e Liaos and [Samrina] Sabri.” On the same
date, Urban Developers–controlled by Samrina Sabri’s father, Mohammad Sabri— agreed
to pay $200,000 to MLG and ex ecuted the 2015 note. The Liaos were not a party to the
2015 note.
Several days later, MLG executed an assignment of the 2013 note (the assignment),
assigning its rights to appellant North Loop Downtown LLC. At Mohammad Sabri’s
request, the assignment listed its effective date as July 31, 20 15. However, Morris

1 Although Samrina Sabri signed the 2013 note, she was not named in the complaint and is
not a party to this appeal.
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acknowledged in his declaration filed in the district court that “[t]he [a]ssignment was not
drafted or signed on July 31, 2015, nor was it discussed or co ntemplated that day. The
assignment was not a part of the July 31, 2015 transaction.” Morris stated that “[t]here was
no talk on July 31, 2015, of an assignment of the [2013 note], only of a release of the Liaos
and Samrina Sabri . . . and a new Commercial Promissory Note with a different payor.”
Morris stated that Mohammad Sabri asked hi m to “make the ‘effective date’ of the
assignment July 31, 2015.” Morris agreed to backdate the assignme nt to July 31, 2015.
North Loop agreed that “[t]he Assignment was created and signed several days after July
31, 2015,” and that “Morris created and backdated the Assignment.” The assignment was
between MLG and North Loop, and the Liaos were not a party to this agreement.
In December 2019, North Loop asserted a breach-of-contract claim against the
Liaos and sought to recover $233,000 under the terms of the 2013 note. The Liaos moved
for summary judgment on the gr ound that they had been re leased from all liability by
operation of the release. The district court granted the Liao’s motion and dismissed North
Loop’s complaint. North Loop now appeals.
DECISION
Summary judgment is proper if “there is no genuine issue as to any material fact
and the movant is entitled to judgment as a matte r of law.” Minn. R. Civ. P. 56.01. “A
genuine issue of material fact exists if a rati onal trier of fact, considering the record as a
whole, could find for the nonmoving party.” Leeco, Inc. v. Cornerstone Bank, 898 N.W.2d
653, 657 (Minn. App. 2017), review denied (Minn. Sept. 27, 2017). To survive summary
judgment, the opposing party must “extract specific, admissible facts from the record that
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demonstrate that a genuine issue of material fact exists.” Beecroft v. Deutsche Bank Nat’l
Tr. Co., 798 N.W.2d 78, 82 (Minn. App. 2011) (quotation omitted), review denied (Minn.
July 19, 2011).
I. The Liaos were released from liability pursuant to the clear and unambiguous
language of the release.
North Loop argues that the district cour t erred by granting summary judgment on
its breach-of-contract claim. A court interprets a release in the same manner it interprets a
contract. See Karnes v. Qua lity Pork Processors , 532 N.W.2d 560, 562 (Minn. 1995).
“The elements of a breach of contract claim are (1) formation of a contract, (2) performance
by plaintiff of any conditions precedent to his right to demand performance by the
defendant, and (3) breach of the contract by defendant.” Id. (quotation omitted). “A breach
of contract is a failure, without legal excuse, to perform any promise that forms the whole
or part of the contract.” Lyon Fin. Servs., Inc. v. Ill. Paper & Copier Co., 848 N.W.2d 539,
543 (Minn. 2014).
“The primary goal of contract interpretation is to ascertain and enforce the intent of
the parties.” Valspar Refinish, Inc. v. Gaylord’s, Inc., 764 N.W.2d 359, 364 (Minn. 2009).
A court “deduce[s] the parties’ in tent from the language used.” Metro. Sports Facilities
Comm’n v. General Mills, Inc. , 470 N.W.2d 118, 123 (Minn. 1991). “The plain and
ordinary meaning of the contra ct language controls, unless th e language is ambiguous.”
Bus. Bank v. Hanson , 769 N.W.2d 285, 288 (M inn. 2009). “A contract’s terms are not
ambiguous simply because the par ties’ interpretations differ.” Staffing Specifix, Inc. v.
TempWorks Mgmt. Servs., Inc. , 913 N.W.2d 687, 692 (Min n. 2018). However, “[a]
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contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more
than one interpretation.” Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511,
515 (Minn. 1997). “Absent ambiguity, the interpretation of a contract is a question of law.”
Roemhildt v. Kristall Dev., Inc., 798 N.W.2d 371, 373 (Minn. App. 2011), review denied
(Minn. July 19, 2011).
Morris executed the release of the 2013 note on behalf of MLG on July 31, 2015.
The release stated:
THE UNDERSIGNED [Richard Morris], the holder of
that certain Commercial Promi ssory Note dated January 31,
2013, given by Ben Liao, Margaret Liao, and Samrina Sabri,
in favor of the undersigned in the original principal amount of
$233,000, hereby acknowledges that the Note has been
satisfied.
Ben Liao, Margaret Liao, and Samrina Sabri are
released from any liability under said Commercial Promissory
Note.
The district court determined that the release was clear and unambiguous. We agree.
The Liaos were released from liability pursuant to the 2013 note. Caselaw instructs
us that “parties to a releas e agreement intend what is e xpressed in a signed writing.”
Sorensen v. Coast-to-Coast Stores Inc., 353 N.W.2d 666, 670 (Minn. App. 1984), review
denied (Minn. Nov. 7, 1984). Thus, if a party agrees to release another party from “any
liability,” then there is no basis for a reviewing court to conclude that the release was only
limited to certain claims. See, e.g., Goldberger v. Kaplan, Strangis & Kaplan, P.A. , 534
N.W.2d 734, 738 (Minn. App. 1995) (holdi ng that release “from all claims” barred all of
plaintiff’s claims), review denied (Minn. Sept. 28, 1995). Applying the principle
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articulated in Sorensen, we agree with the district court that “[b]y its terms, the [r]elease
identifies the 2013 Note, acknowledges that the 2013 Note has been satisfied, and releases
the Liao Defendants and [Samrina] Sabri from ‘any liability under’ the 2013 Note.”
The language of the release is clear and unambiguous. And “a court gives effect to
the parties’ intentions as expressed in the fo ur corners of the instrument, and clear, plain,
and unambiguous terms are conc lusive of that intent.” Knudsen v. Transp.
Leasing/Contract, Inc., 672 N.W.2d 221, 223 (Minn. App. 2003), review denied (Minn.
Feb. 25, 2004). “When the language is clear and unambiguous, [appellate courts] enforce
the agreement of the parties as expressed in the language of the contract.” Dykes v. Sukup
Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010).
The release plainly states that the Liaos “are released from any liability under [the]
Commercial Promissory Note.” There is no r eason to go outside the four corners of the
release to interpret this document. See Minn. Teamsters Pub. & Law Enf’t Emps. Union,
Local 320 v. Cnty. of St. Louis, 726 N.W.2d 843, 847-48 (Minn. App. 2007) (noting that a
party may not rely on extrinsic evidence to create ambiguity in a contract if ambiguity does
not otherwise exist), review denied (Minn. Apr. 25, 2007). Thus, the district court did not
err by giving effect to the plain language expressed in the release.
II. North Loop failed to raise genuine issues of material fact.
For the reasons discussed above, we determ ine that the Liaos we re released from
liability under the plain terms of the release. Even if we were to consider extrinsic evidence
of the parties’ intention related to the releas e as North Loop argues, North Loop failed to
identify genuine issues of material fact to avoid summary judgment.
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North Loop does not argue that the releas e is unclear or ambiguous, or that the
phrase “any liability” is susceptib le to more than one interpretation. North Loop also
concedes that the release preceded the assign ment. The undisputed evidence shows that
the release was executed first, on July 31, 2015, and the assignment was drafted and
executed on approximately August 5, 2015. Morris stated in his sworn declaration that:
The Release and the Commercial Promissory Note were
indeed drafted and signed on July 31, 2015, and the release was
notarized at that time. The Assignment was not drafted or
signed on July 31, 2015, nor was it discussed or contemplated
that day.

. . . .

Days after the July 31, 2015 transaction was completed,
and days after the Liaos and [S amrina] Sabri were released
from any and all obligations under the 2013 Commercial
Promissory Note, [Mohammad] Sabri asked me if I would
prepare an assignment of the 2013 Commercial Promissory
Note to a company called No rth Loop Downtown, LLC, and
make the ‘effective date’ of the assignment July 31, 2015.

. . . .

On or about August 5, 2015 , I drafted the Assignment
. . . and gave it to [Mohammad] Sabri.

MLG’s records custodian also provided eviden ce that the assignment was not created by
MLG until August 5, 2015.
North Loop does not challenge this evidence. North Loop argues, instead, that the
“exact order of signing is irrelevant” because a fact question remains whether the parties
intended for the release and the assignment to be treated as pa rt of a single transaction.
North Loop argues that a jury should be pe rmitted to determine why Morris drafted the
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documents several days apart and backdated one of the docum ents. This argument rests
entirely on Morris’s deposition testimony in an earlier lawsuit between Urban Developers,
MLG, and Morris. The Liaos were not part of that lawsuit. In the earlier lawsuit, Morris
agreed that MLG assigned the $2 33,000 note to North Loop “as part of that transaction.”
Counsel failed to elicit any testimony regarding the phrase, “that transaction.” According
to North Loop, the court in this case should interpret “that transaction” to refer to both the
release and the assignment. There is no suppor t in the record for us to do so, and North
Loop cannot rely on “mere speculation” about the meaning of a phrase in a different lawsuit
to avoid summary judgment in this one. See Osborne v. Twin Town Bowl, Inc., 749 N.W.2d
367, 371 (Minn. 2008) (cautioning courts against relying on “mere speculation” in
summary-judgment context).
The district court rejected North Loop ’s arguments, reasoning that Morris’s
contradictory testimony, the backdated document, and othe r evidence relating to the
parties’ underlying intent was insufficient to create a factual issue for trial in light of the
clear, unambiguous, and uncontested language of the release. The district court stated that,
“All evidence indicates the [r]elease was execut ed first, and the Assignment was drafted
and signed several days later.” On this record, we agree that there are no genuine issues of
material fact which might tie together th e release and the assignment into a single
transaction. Instead, the undisputed facts show that the 2015 note and the assignment are
different documents, executed on separate days, and involving different parties.
We recognize that summary judgment is a “blunt instrument” and “is inappropriate
when reasonable persons might draw different conclusions from the evidence presented.”
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Id. at 371 (citation omitted). But, “mere specul ation, without some concrete evidence, is
not enough to avoid summary judgment.” Osborne, 749 N.W.2d at 371. The Liaos were
released from “any liability” under the plain language of the release, and North Loop did
not point to concrete evidence showing otherwise. Even viewing the evidence in the light
most favorable to North Loop, there are no genuine issues of material fact precluding
summary judgment. Accordingly, we hold that the district court did not err by granting
summary judgment in the Liaos’s favor and dismissing the complaint.
Affirmed.