Ryan Lynch, 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This opinion is nonprecedential except as provided by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
A22-0864

Ryan Lynch,
Appellant,

vs.

Condominiums of Buena Vista, Inc.,
Respondent.

Filed February 27, 2023
Affirmed
Bryan, Judge

Olmsted County District Court
File No. 55-CV-20-6939

Justice Ericson Lindell, Greenstein Sellers PLLC, Minneapolis, Minnesota (for appellant)

Janine M. Loetscher, James C. Kovacs, Bassford Remele , P.A., Minneapolis, Minnesota
(for respondent)

Considered and decided by Bryan, Presiding Judge; Ross, Judge; and Larkin, Judge.
NONPRECEDENTIAL OPINION
BRYAN, Judge
In this appeal from the district court’s order compelling arbitration and its
subsequent order confirming the arbitration award, appellant argues that the district court
erred for the following two reasons: (1) appellant’s claims are beyond the scope of the
arbitration clause in the parties’ prior settlement agreement; and (2) the arbitrator
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incorrectly interpreted the release language of the settlement agreement. Because
appellant’s claims were arbitrable and the arbitrator did not exceed his authority, we affirm.
FACTS
In May 2019, appellant Ryan Lynch, a unit owner and member of respondent
Condominiums of Buena Vista, Inc. (the association), initiated a civil lawsuit against the
association (the prior action) claiming, among other things, that the association violated its
governing documents when it entered into a design and c onstruction contract to address
moisture damage . The parties settled the prior action in July 2020. In December 2020,
Lynch sued the association again. Pursuant to the parties’ settlement agreement in the prior
action, t he district court ordered the par ties to arbitrate the dispute , and the arbitrator
determined that Lynch’s new claims were barred by the release language in the settlement
agreement. The district court subsequently denied Lynch’s motion to vacate the arbitration
award, and Lynch appeals. Given the issues raised, we summarize the claims in the prior
action, the terms of the parties’ settlement agreement, and the claims in the present action.
These facts are undisputed.
Over the past several years, the association has faced several struct ural issues
affecting its condominium building—most notably, water leaks and moisture intrusion. In
September 2018, the association entered into a contract with Widseth Smith Nolting
(WSN) to provide architectural and engineering services to address these issues. The
contract provided that WSN would provide design services, prepare construction
specifications, and assist the association with finding a contractor. Lynch, along with other
Buena Vista owners, objected to the WSN contract. In May 2019, thes e owners, including
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Lynch, initiated the prior action against the association and named board members, seeking
injunctive relief to halt the WSN contract and asserting various statutory violations by the
association. These owners alleged that the association signed the WSN contract without
considering other bids, without disclosing personal relationships between the association
board and a contractor working with WSN, and without following provisions of the
association’s bylaws related to meetings, solicitation of bids, and assessments. These
owners also alleged that the board members had conflicts of interest and had harassed unit
owners that opposed the project.
The parties entered mediation and ultimately reached a settlement in July 2020. The
settlement agreement provided that the association would pay each plaintiff a specified
amount and that the plaintiffs would dismiss their claims and dissolve a temporary
restraining order they had obtained. The parties also agreed to the following relevant terms:
3. Defendants agree to operate the Buena Vista HOA in a
manner consistent with its governing documents and
applicable law . . . .
4. . . . Plaintiffs . . . agree not to appeal or re-litigate any of the
Plaintiffs’ Claims that were or could have been asserted in the
Action that was previously dismissed . . . .
5. Plaintiffs, for themselves and their successors and assigns
and anybody attempting to claim through them, fully a nd
forever release and discharge Defendants . . . of and from all
claims . . . arising from or related to the Plaintiffs’ Claims that
were asserted or reasonably could have been asserted in the
Action . . . . [(the release clause)]

. . . .

8. Plaintiffs affirm that as of the Effective Date, other than the
Plaintiffs’ Claims, they know of no existing act or omission
that may constitute a claim or cause of action against
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Defendants, or any violation of the HOA’s governance
documents . . . .
9. Plaintiffs a gree not to interfere with or delay engineering
consultant Widseth Smith Nolting in the execution of its
engineering services or repair recommendations as set forth in
the WSN contract signed and approved by the Board as of the
Effective Date . . . .

. . . .

14. Plaintiffs and Defendants agree to appoint Mark Heley of
Heley, Duncan, & Melander [(the arbitrator)] as their binding
arbitrator in the event a dispute arises regarding the terms of
the agreement.

Shortly before final execution of the settlement agreement, at the parties’ request, the
arbitrator stated that paragraph 9 does not “restrict the Plaintiffs’ rights with regard to any
new WSN contracts or amendments ” and only “applies to contracts in place as of the
effective date of the agreement.”
After the settlement agreement, the association moved forward with further
discussions regarding repairs. In September 2020, the association’s board gave notice of a
special meeting of association members to be held in October . The agenda items included
requests by the board to obtain and accept a bid for a construction manager and to proceed
with a garage waterproofing project in 2021. The association held the special meeting and
announced that a majority of association members had voted in favor of the requests.
Lynch believed that the board held the special meeting in violation of the
association’s declaration and bylaws because it was held without proper notice, there was
not a quorum present, and the association changed the agenda items without notice. In
December 2020, Lynch filed the action that is the subject of this appeal as well as a new
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request for a temporary restraining order. He asserted the following four claims: (1) the
association’s decision to engage WSN violated the association’s governing documents
(with a request for injunctive relief); (2) a request for declaratory judgment based on the
alleged violations in count 1; (3) the association violated its governing documents and
Minnesota law by failing to maintain adequate reserves for repairs; and (4) the association
committed fraud by misrepresenting or not disclosing the existence of structural problems
to Lynch before Lynch purchased his unit.
The association moved to compel arbitration of Lynch’ s claims and to dismiss or
stay the claims. The district court granted the motion to compel arbitration, concluding
that Lynch’s present claims “arise broadly from the terms of” the settlement agreement and
were therefore arbitrable. The district court a lso discussed the motion to dismiss, opining
that Lynch’s claims were likely barred by the release clause in the settlement agreement ,
but it did not rule on the motion because it referred the matter to arbitration.
The arbitrator subsequently concluded that all four of Lynch’s claims fall within the
release clause and granted the association’s motion to dismiss. The arbitrator reasoned that
counts 1 and 2 of the lawsuit “arise out of and relate to the repair work,” and that counts 3
and 4 “arise from and relate to existing conditions and facts in existence and well known
to Mr. Lynch at the time he commenced the [ prior action].” The arbitrator also noted that
Lynch’s claims “interfere with WSN’s repair recommendations and with WSN’s ability to
complete its contractual obligations, including the obligation to assist the Association in
obtaining bids or proposals and awarding or preparing contracts for construction.”
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As noted above, t he district court confirmed the arbitration award . On appeal ,
Lynch challenges both the district court’s decision to compel arbitration and the district
court’s decision to confirm the arbitration award.
DECISION
I. Decision to Compel Arbitration
Lynch argues that the district court erred by compelling arbitration be cause his
claims are not within the scope of the arbitration clause in the parties’ settlement
agreement. Because Lynch’s claims arise out of and involve the terms of the settlement
agreement, they are within the scope of the arbitration clause.
When a party opposes a motion to compel arbitration, “[u]nless the [district] court
finds that there is no enforceable agreement to arbitrate, it shall order the parties to
arbitrate.” Minn. Stat. § 572B.07(a) (2020); see also Rodgers v. Silva, 920 N.W.2d 664,
666 (Minn. App. 2018) .1 In general, the district court, not the arbitrator, “ shall decide
whether an agreement to arbitrate exists or a controversy is subject to an agreement to
arbitrate.” Minn. Stat. § 572B.06(b) (2020). “ When considering a motion to compel

1 Neither party argues that the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16, applies in
this case, and neither the district court nor the arbitrator applied it. We note, however, that
“Minnesota courts must apply the FAA to transactions that affect interstate commerce.”
Onvoy, Inc. v. SHAL, LLC, 669 N.W.2d 344, 351 (Minn. 2003); see Allied-Bruce Terminix
Cos. v. Dobson, 513 U.S. 265, 274 (1995) (describing the FAA’s reach “expansively as
coinciding with that of the Commerce Clause”). “[R]egardless of whether the plaintiff
asserts federal or state law claims , [the FAA] preempts conflicting state law.” Churchill
Env’t & Indus. Equity Partners, L.P. v. Ernst & Young, L.L.P., 643 N.W.2d 333, 336
(Minn. App. 2002). The parties did not brief whether the repairs or the settlement
agreement in this case affect interstate commerce. We need not address whether interstate
commerce was impacted , however, because the outcome in this case remains the same
under both federal and state law.
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arbitration, the court’s inquiry is limited to (1) whether a valid arbitration agreement exists,
and (2) whether the dispute falls within the scope of the arbitration agreement .” Amdahl
v. Green Giant Co., 497 N.W.2d 319, 322 (Minn. App. 1993) . Because the parties agree
that a valid arbitration agreement exists, this case involves only the second question.
“Minnesota law clearly favors arbitration of disputes.” Minnesota Teamsters Pub.
& Law Enf’t Emps .’ Union, Loc al No. 320 v. C ounty of St. Louis , 611 N.W.2d 355, 358
(Minn. App. 2000) . When a valid arbitration agreement exists, “[d]oubts concerning the
scope of arbitrable issues are resolved in favor of arbitration.” Id.; see also Churchill, 643
N.W.2d at 336 (applying the same rule under the FAA). “Determining whether a party has
agreed to arbitrate a particular dispute is a matter of contract interpretation that we review
de novo.” Glacier Park Iron Ore Props. v. U.S. Steel Corp., 961 N.W.2d 766, 771 (Minn .
2021); see also Michael-Curry Cos. v. Knutson S’ holders Liquidating Tr., 449 N.W.2d
139, 141 (Minn. 1989) (noting that “arbitrability is to be determined by ascertaining the
intention of the parties through examination of the language of the arbitration agreement”
and that “[a] reviewing court is not bound by the trial court ’s interpretation of the
arbitration agreement”).
Lynch asserts that the arbitration clause only applies to disputes regarding the
meaning or validity of the terms of the settlement agreement and does not include a dispute
regarding whether the release language bars the current lawsuit . The association disagrees
that we should apply such a narrow interpretation of the arbitration clause and argues that
we should instead apply a broad m eaning to the phrase “arises regarding the terms of the
settlement agreement” in the arbitration clause. We agree with the association.
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Neither party argues that the arbitration provision is ambiguous, Minnesota Jud.
Branch v. Teamsters Loc. 320, 971 N.W.2d 82, 88 (Minn. App. 2022) (“When the language
of [a] contract is unambiguous, it should be given its plain meaning.”), and several cases
interpreting similar language construe “arising under” terms broadly, s ee, e.g., Onvoy, 669
N.W.2d at 352 (concluding that “arising under” in an arbitration clause was broad enough
to encompass contract formation claims); see also, e.g., Fleet Tire Serv. of N. Little Rock
v. Oliver Rubber Co., 118 F.3d 619, 620- 21 (8th Cir. 1997) (concluding that “arising out
of or r elating to” in an arbitration clause “was the broadest language the parties could
reasonably use”). Lynch’s argument regarding the meaning of the phrase “arises regarding
the terms of the settlement agreement” conflicts with the broad construction that courts
have given to “arising under” language in similar cases.
In addition, contrary to Lynch’s argument, the claims in the current lawsuit do relate
to the terms of the parties’ settlement agreement in at least three separate respects. First,
in paragraph 3 of the settlement agreement, the association made an ongoing promise “to
operate the Buena Vista HOA in a manner consistent with its governing documents and
applicable law.” Lynch’s new claims allege that the association violated its governing
documents and applicable law. Second, in paragraph 9 of the settlement agreement, Lynch
made an ongoing promise “ not to interfere with or delay engineering consultant Widseth
Smith Nolting in the execution of its engineering services or repair recommendations as
set forth in the WSN contract signed and approved by the Board. . . . ” Lynch’s new claims,
however, request injunctive relief that includes revoking the WSN contract. Third, even
assuming we agreed with Lynch’s nar row interpretation of the arbitration clause as
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requiring arbitration only over disputes regarding the meaning of the terms of the
settlement agreement, the heart of the parties’ dispute concerns the meaning and scope of
the release terms of the settlement agreement. For these reasons, section 14 of the
settlement agreement requires the parties to arbitrate their dispute .2
II. Decision to Confirm the A rbitrator’s Dismissal of Lynch’s Current Claims
Lynch next argues that the district court erred by confirming the arbitration award
because the arbitrator erroneously interpreted the scope of the release language in the
settlement agreement. We affirm the district court’s decision because courts do not review
an arbitrator’s interpretation of a contract.3
A court may vacate an arbitration award only in very limited circumstances, Minn.
Stat. § 572B.23(a)(4)-(5) (2020) , and as a general rule, the arbitrator is “ the final judge of
both law and fact , including the interpretation of the terms of any contra ct.” State Off. of
State Auditor v. Minnesota Ass ’n of Pro. Emps., 504 N.W.2d 751, 754 (Minn. 1993)
(quotation omitted). An appellate court “will not overturn an award merely because they
disagree with the arbitrator’s decision on the merits.” Id. at 754-55. The only issue before
the appellate court “ is whether the question decided by the arbitrator was within his
authority to decide; we may not examine the underlying evidence and record, or otherwise

2 Lynch also argues that the district court issued an improper advisory opinion when it
discussed the merits of the association’s motion to dismiss before submitting it to the
arbitrator. We note that Lynch cites no case law support ing this argument, but we decline
to address the merits of the argument because Lynch forfeited it by not making the
argument to the district court. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) .
3 Portions of Lynch’s brief could be construed as arguing that the district court erred by not
reconsidering the issue of arbitrability when deciding the motion to vacate . We need not
address that argument given our affirmance of the decision to compel arbitration.
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delve into the merits of the award.” Liberty Mut. Ins. Co. v. Sankey, 605 N.W.2d 411, 414
(Minn. App. 2000) , rev. denied (Minn. Apr. 18, 2000). As the United States Supreme
Court has explained when applying a parallel provision of the FAA for reviewing
arbitration awards:
Nothing we say in this opinion should be taken to reflect any
agreement with the arbitrator’s contract interpretation . . . . All
we say is that convincing a court of an arbitrator’s error—even
[an arbitrator’s] grave error—is not enough. So long as the
arbitrator was arguably construing the contract —which this
one was —a court may not correct [the arbitrator’s] mistakes
under § 10(a)(4) [of the FAA]. The potential for those mistakes
is the price of agreeing to arbitration. As we have held before,
we hold again: It is the arbitrator’s construction of the contract
which was bargained for; and so far as the arbitrator’s decision
concerns construction of the contract, the courts have no
business overruling [the arbitrator] because their interpretation
of the contract is different from [the arbitrator’s]. The
arbitrator’s construction holds, however good, bad, or ugly.

Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 572- 73 (2013) (quotations and citations
omitted).
Given this caselaw, we cannot conclude that the arbitrator erred in inter preting the
scope of the release language in the settlement agreement. Even if this panel disagreed
with the arbitrator’s interpretation of the release language, “[t]he arbitrator’s construction
holds, however good, bad, or ugly.” Id. at 573. Because this court cannot interpret the
settlement agreement or review the merits of the arbitrator’s interpretation , we affirm the
district court’s decision to confirm the arbitration award.
Affirmed.