Mark Lange, Respondent,

This opinion is nonprecedential except as provided by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
A21-0032

Mark Lange,
Respondent,

vs.

Roger Olson,
Appellant.

Filed September 7, 2021
Affirmed
Jesson, Judge

Hennepin County District Court
File No. 27-CV-19-9051

Robert J. Shainess, Capstone Law, LLC, Minneapolis, Minnesota (for respondent)

Nathan M. Hansen, Hansen Law Office, North St. Paul, Minnesota (for appellant)

Considered and decided by Fr isch, Presiding Judge; Ross, Judge; and Jesson, Judge.
NONPRECEDENTIAL OPINION
JESSON, Judge
Appellant Roger Olson pr omised to pay respondent Mark Lange more than
$240,000 in return for Lange’s assistance with the sale of Olson’s company. Olson paid
Lange less than a quarter of the promised amount, causing Lange to sue for the remainder.
They eventually settle d their dispute through mediati on, but Olson fa iled to pay the
agreed-upon sum. At the district court hearing on Lange’s motion to enforce their
settlement agreement, Olson claimed the agreem ent was not binding. The district court
2
disagreed and granted Lange’s motion. Ol son appeals. Because Olson forfeited his sole
argument on appeal, we affirm.
FACTS
When Olson decided to sell his software company in 2018, he asked Lange—the
company’s chief operating officer—to help find a broker and meet with potential buyers.
By October of that year, Olson reached a purchase agreement with a buyer. But the buyer
conditioned the sale on Lange remaining an em ployee of the company for an additional
three years and signing a noncompete agreement, which Lange had not intended to do. So,
Olson persuaded Lange to stay on by promising to pay him $240,000 and a percentage of
the company’s future earnings. Shortly after the sale, Olson made a partial payment of
$60,000 to Lange, but he made no additional payments.
After six months without further payments, Lange sued Olson. Then, in May 2020,
they reached a settlement agr eement through mediation. Th e mediation took place by
video conference due to the COVID-19 pandemi c, so the parties were unable to sign a
physical copy of their settlement agreement at the time. Instead, the mediator sent an email
to counsel for the parties that contained the settlement terms and asked them to “please hit
‘Reply All’ to this email and confirm that these are the terms your client has agreed to in
settlement of this matter.” Lange’s counsel replied the same day, stating: “My client
agrees.” And approximately two weeks later, Olson’s counsel responded to the mediator
affirmatively, stating: “we are the the [sic] te rms in this email were the terms that were
3
agreed too [sic],” and “[s]orry I thought this had been done and I thought that what was
wrote [sic] from my client also satisfied what you wanted.”1
But, several days later, Olson’s counsel emailed Lange’s counsel and alleged that
“fraud was involved in the sale of the business,” declaring, “seems like that may unwind
everything.” Olson’s counsel offered neith er evidence of the alleged fraud nor an
explanation of its effect on their settlement agreement.
Lange then moved to enforce the settlement agreement. Olson did not respond to
Lange’s motion, but the district court permitted a hearing nonetheless. At that hearing,
Olson claimed that Lange had committed fraud related to the sale of the business, that the
email Olson’s counsel sent confirming Ols on’s agreement to the settlement was not
binding, and that mediation was not binding. Again, Olson offere d neither evidence nor
an explanation in support of these arguments.
The district court granted Lange’s motion, finding that “the parties came to a verbal
agreement during mediation” and that “[t]he parties’ attorneys agreed that [the mediator’s]
email accurately summarized their clients’ agreement.”2 The district court also found that
the parties’ agreement “contained a definite offer and acceptance and demonstrated a

1 The district court acknowledged that multiple typographical errors in the reply email from
Olson’s counsel make it difficult to read, but noted that Olson did not argue that he
disagreed with the terms described in the mediator’s email. The court found that the reply
email did indeed indicate Olson’s agreement, and Olson does not contest this on appeal.
2 The subject line of the email was “Mark Lange/Roger Olson settlement,” and each of the
responses from counsels confirming their c lient’s agreement to the settlement terms
contained the counsel’s name, their professional email addresses, and the dates and times
the emails were sent.
4
meeting of the minds” and that Olson “submitted no evidence that the settlement agreement
is vulnerable.”
Olson appeals.
DECISION
Olson’s sole argument on appeal is that the settlement agreement was not valid
under the Minnesota Civil Mediation Act, Minn. Stat. §§ 572.31-.40 (2020), because it was
not signed by the parties and dated. We are not persuaded.
Olson correctly observes that, in cases to which it applies, the Minnesota Civil
Mediation Act requires a mediat ed settlement agreement to be signed by the parties and
dated. Minn. Stat. § 572.33, subd. 4. The Act also explains that “[t]he effect of a mediated
settlement agreement shall be determined under principles of law applicable to contract.”
Minn. Stat. § 572.35, subd. 1. And it further provides that courts may only set aside or
reform a settlement agreement “if appropriate under the principles of law applicable to
contracts.” Minn. Stat. § 572.36.3
But, as he conceded during oral argument to this court, Olson did not present this
date-and-signature argument to the district court. In fact, Olson did not file any responsive
documents to the district court. And although he orally asserted at the district court hearing

3 We note that under contract law, this c ourt has acknowledged that emails can constitute
electronic signatures. SN4, LLC v. Anchor Bank, FSB , 848 N.W.2d 559, 567-68 (Minn.
App. 2014), review denied (Minn. Sept. 16, 2014). Likewise, where a signature is required
to enforce a contract, this court has held that a typewritten signature satisfies that
requirement. Simplex Supplies, Inc. v. Abhe & Svoboda, Inc., 586 N.W.2d 797, 802 (Minn.
App. 1998). Furthermore, “[a] settlemen t agreement evidence d by correspondence
between parties’ attorneys is binding and enforceable.” Schumann v. Northtown Ins.
Agency, Inc., 452 N.W.2d 482, 482 (Minn. App. 1990).
5
that his email agreeing to the terms of th e settlement was not bindi ng, he never claimed
that the emailed settlement agreement lack ed signatures and dates as required by the
Minnesota Civil Mediation Act. Because we do not consider issues that were not presented
to and considered by the district court, Olson’s sole argument is forfeited. Thiele v. Stich,
425 N.W.2d 580, 582 (Minn. 1988).
To convince us otherwise, Olson orally asserted to this court that he did not forfeit
this date-and-signature argument because it was the district court’s responsibility to raise
the argument on Olson’s behalf. But Olso n neither briefed this counterargument nor
provided a legal basis for it at oral argument. Issues not briefed on appeal are waived,
Moore v. Hoff, 821 N.W.2d 591, 595 n.2 (Minn. Ap p. 2012), as are arguments based on
mere assertion. Brown v. Lee , 859 N.W.2d 836, 841 (Minn. App. 2015), review denied
(Minn. May 19, 2015). Accordingly, we do not reach the merits of Olson’s date-and-
signature argument.
Affirmed.