Suzanne Stephens, 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This opinion is nonprecedential except as provided by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
A22-1347

Suzanne Stephens,
Respondent,

vs.

Jon Goodwin as Trustee of the Cleone J. Goodwin Revocable Trust
Agreement dated July 17, 1995,
as amended, et al.,
Respondents,

Rodney Goodwin,
Appellant.

Filed August 14, 2023
Affirmed
Kirk, Judge*
Dissenting, Johnson, Judge

Mower County District Court
File No. 50-CV-22-629

Courtney Sebo Savica, Sebo Savica Law Firm, P.L.L.C., Rochester, Minnesota; and

Molly R. Hamilton Cawley, Jacob Elrich, Messerli Kramer, Minneapolis, Minnesota (for
respondent Suzanne Stephens)

Thomas R. Braun, Bruce K. Piotrowski, Restovich Braun & Associates, Rochester,
Minnesota (for respondent Jon Goodwin)

Daniel J. Bellig, Joseph A. Gangi, Farrish Johnson Law Office, Chtd., Mankato, Minnesota
(for appellant)

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.

2
David L. Forman, Baudler, Maus, Forman & King, Austin, Minnesota (for respondent Don
Peterson)

Considered and decided by Gaïtas, Presiding Judge; Johnson, Judge; and Kirk,
Judge.
NONPRECEDENTIAL OPINION
KIRK, Judge
Appellant Rodney Goodwin
1 challenges the district court’s order prohibiting him
from exercising the option to purchase farmland as provided in his parents’ trusts. Rodney
argues the district court erred when it: (1) deprived him of due process by not holding an
evidentiary hearing, (2) made findings of fact not supported by the record, and (3) ruled
that the time to accept the option expired before he exercised that option. We affirm.
FACTS
Nathan Goodwin and his spouse Cleone Goodwin had four children together:
Rodney, respondent/cross-appellant Jon Goodwin, respondent Suzanne Stephens, and
Nancy Doucet.2 All these children are now adults, with the youngest being approximately
66 years old as of May 2022.
Nathan and Cleone created two revocable trust agreements on July 17, 1995. Nathan
and Cleone named the two trusts after themselves. 3 Nathan and Cleone were the original

1 Since appellant and many of the other parties involved with this matter share a last name,
we refer to parties by their first name after their initial introduction.
2 The record does not convey the birth order of Nathan and Cleone’s children.
3 The two trusts are formally named: (1) the Nathan K. Goodwin Revocable Trust
Agreement dated July 17, 1995, as amended; and (2) the Cleone J. Goodwin Revocable
Trust Agreement dated July 17, 1995, as amended.

3
settlors of each of their respective trusts and the original trustees of both trusts. They funded
their trusts with 500 acres of farmland. Of these 500 acres, they transferred 180 acres to
Cleone’s trust and 320 acres to Nathan’s trust. The trusts listed the surviving spouse and
the couple’s four children as beneficiaries.
As relevant to this appeal, Article VIII.C. of each trust contains the following
language:
Notwithstanding any of the foregoing powers which I have
granted to my trustees, I direct that my trustees shall grant to
each of my sons, Rodney N. Goo dwin and Jon D. Goodwin,
the first right and option to purchase any farmland that
comprises a part of my estate. The option to purchase shall be
at fair market value as finally determined for federal estate tax
purposes in connection with my estate, or, in the case any such
lands are not valued for federal estate tax purposes, the federal
income tax basis of such lands. If both of my sons exercise this
option to purchase any such farmlands, they shall purchase the
same as tenants in common, or, if they agree, they can each buy
separate tracts of land in their own respective names. My
trustees shall grant to my sons the right to purchase any such
lands under a contract for deed amortized in equal annual
installments over a period of ten years, with the interest rate at
the lowest applicable rate that will not result in imputed interest
to my estate or any of my heirs. This option to purchase shall
only apply if my spouse does not survive me, or, if she does
survive me, upon her subsequent death.

The parties and the district court refer to this language simply as “the option.”
4

4 The district court did not receive the full trust instruments until after ruling on whether
Rodney could exercise the option. However, both Suzanne and Rodney included the entire
option terms in their district court brief. So, we review the option language without
addressing the rest of the trust language. If any language beyond that presented to the
district court at the August 22, 2022, hearing specifically addressed the time frame for
exercising the option it would have been presented to the district court at that hearing.

4
Cleone passed away on August 27, 2008 . Following Cleone’s death, Nathan,
Rodney, and Jon became co-trustees of Cleone’s trust. On July 10, 2009, Rodney resigned
as trustee of Cleone’s trust.
On July 13, 2009, Nathan removed Rodney as a beneficiary of his trust and replaced
Rodney with Rodney’s grandchildren. On October 4, 2017, Nathan and Jon became co-
trustees of Nathan’s trust. Following Nathan’s death, on August 12, 2019, Jon became the
sole trustee of both trusts.
On April 4, 2022, Suzanne filed a verified petition seeking to invoke in rem
jurisdiction over the trusts pursuant to Minn. Stat. § 501C.0201 (2022). In this petition,
Suzanne described the basic details of the trusts and criticized Jon’s handling of the trusts,
especially his unwillingness to distribute the trusts’ assets. Suzanne requested the district
court to order the distribution of the trusts’ assets, the appointment of an additional trustee,
and the trustee(s) to provide tax information to the beneficiaries. This petition did not

Although Suzanne included the entire trust instrument for Nathan’s Trust in her appellate
addendum, we will not consider the full instrument since all parties did not stipulate to our
review of this document not seen by the district court at the time of its ruling. See Minn.
R. Civ. App. P. 110.01 (noting the record on appeal consists of “[t]he papers filed in the
trial court, the exhibits, and the transcript of the proceedings, if any”);
NY Props., LLC v. Schuette, 977 N.W.2d 862, 866 (Minn. App. 2022) (refusing to consider
documents submitted as part of an addendum when documents were not in the district court
record). Although the dissent correctly notes that no party directly “objected” to our review
of the full trust instrument, at oral arguments before this court Rodney’s counsel stipulated
to this court reviewing the full trust instrument only if we found no ambiguity in the
document. In re Tr. of Lawrence B. Schwagerl Tr. Under Agreement Dated Apr. 9, 1999,
965 N.W.2d 772, 779 -80 (Minn. 2021) (stating that trust agreements are considered
ambiguous “ only if their “language is reasonably susceptible of more than one
interpretation” (quotation omitted)). As is evident from the dissent’s diverging
interpretation of the trust instrument, the trust instrument is ambigu ous and therefore we
do not consider it.

5
mention the option but noted that Rodney lived on and operated a business from one of
Nathan’s parcels of land.
On May 25, 2022, the district court held a hearing to address Suzanne’s petition.
Suzanne reiterated the content of the petition, but also noted two additional issues. First,
Suzanne questioned whether Rodney being removed as a beneficiary from Nathan’s trust
also removed Rodney as a beneficiary of Cleone’s trust. Suzanne mentioned that Rodney
had been replaced with his grandchildren because “there was a judgment that was levied
against [Rodney’s] assets for about $328,000 in 2008.”
5 Second, Suzanne argued that
Rodney and Jon should be prohibited from exercising their option to purchase the farmland
because a reasonable time for them to exercise the option had already lapsed. Suzanne
contended that the option became effective at the time of Nathan’s passing in August 2019,
so nearly three years had passed since the option became effective.
When given the opportunity to respond, Jon agreed that the trusts’ assets should be
distributed. In explaining his previous hesitation, Jon stated that when Nathan died, he
“thought the farm ground was not at . . . a good place . . . to sell” but that “[h]e has certainly
agreed that due to the increase in prices, now is a great time to sell the farm and he’s willing
to do that.” But Jon noted “[t]here have been some concerns how [a sale] is done and if
anything can or will be done to protect the interests of [Rodney] with the judgment.” As

5 In Suzanne’s initial brief requesting the district court prohibit Rodney from exercising the
option, she noted “Rodney Goodwin’s creditor is apparently aware of these proceedings
and will likely stand ready to put a lien against any real estate Rodney Goodwin inherits.”
In a supplemental brief, Suzanne noted that “[c]ounsel for Rodney Goodwin’s creditor
attended the May 25, 2022, hearing and is aware of these proceedings.”

6
for the additional trustee, Jon indicated he was not opposed to the request despite not
“understand[ing] why another trustee is required.”
Although unrepresented by counsel, Rodney also made a statement at the hearing.
To begin, Rodney clarified that he “live[d] on the farm and [the trusts did] get a homestead
tax exemption because of the relative tax exemption on Minnesota real estate.” 6 Rodney
also relayed he “was the original trustee on all the previous wills and trusts of [his] parents
and so [he] ha[d] a pretty good idea of what their wishes were.” Rodney finally noted the
parties “are in a very robust farmland market . . . [a]nd so the assets have gone up in value
30 to 40 percent since [Nathan] died.” For these reasons, Rodney claimed the parties were
not “at cross-purposes here” and that “all the beneficiaries have benefited greatly by not
selling for the last two years.” Rodney provided no indication that he intended to exercise
the option at this hearing.
The district court granted all of Suzanne’s requests but required more briefing
regarding whether Rodney was still a beneficiary for Cleone’s trust7 and whether Rodney
or Jon could still exercise the option.8 The district court orally ordered an additional trustee

6 At the August hearing, Suzanne noted that Rodney had lived on the farm “since Nathan’s
death,” and “[t]he trust, as far as [she] underst[oo]d, ha[d] been paying for his business’s
heating oil, and electricity, and waste management, Verizon bills, housekeeping, lawn
mowing, so that he could live on the property and continue to operate his business.”
7 In their briefing, the parties agreed that Rodney remained a beneficiary of Cleone’s trust.
8 Despite not ruling on the option at the May hearing, the district court provided the
following observation:

[I]t would seem to me that going back to date-of-death values
when the trustees are going to benefit from that and they’re the
ones that have dragged their feet for years would create a huge
issue. I mean, Rodney Goodwin himself today was talking

7
be appointed and the trusts’ asse ts be distributed by December 31, 2022. Later, on
September 6, 2022, the district court signed a proposed order submitted by Suzanne,
reiterating its oral rulings.
On August 1, 2022, Suzanne filed a motion asking the court to prohibit Rodney from
exercising the option. 9 In this motion, Suzanne continued to argue that the reasonable
period for Rodney to exercise the option had already lapsed. Suzanne noted that in the three
years since Nathan’s death Rodney “ha[d] not made an offer, he ha[d] not notified the
Trustee of his intention to exercise the option, he ha[d] not done anything to put anyone on
notice that he intend[ed] to exercise this option to purchase the farm, nor ha[d] he made
efforts to resolve the judgment against him.”
On August 2, 2022, Rodney informed the trustees that he intended to exercise his
option to purchase the trusts’ farmland. On August 11, 2022, Jon filed a letter stating that
he also intended to exercise his option to purchase the trusts’ farmland. However, Jon stated
that “[t]his exercise is conditional, depending on the continuing request to exercise the

about how everyone has benefited by the run-up in prices over
recent years, and now you’re telling me they’ve got an option
to go back to date-of-death values and whoever would exercise
the option would take all of that gain to themselves and leave
the other three people out of it. Like I say, I don’t know trust
law, but there’s got to be something in trust law that would
prohibit a trustee—or prohibit that kind of an outcome. I don’t
know. I just throw that out there. Because, you know, it just—
you know, red flag says that it’s unfair.

(Emphasis added.)
9 Suzanne’s motion focused on Rodney because she asserted, “Jon Goodwin has waived
his right to exercise the option to purchase the farm.”

8
option by Rodney Goodwin” and that “[i]f Rodney Goodwin withdraws his request that
the [option] be exercised, Jon Goodwin shall likewise withdraw his request that it be
exercised.” The same day, Jon filed a brief arguing neither he nor Rodney should be able
to exercise the option, as well as acknowledging that the late effort to do so was
unreasonable and the equitable doctrine of laches should apply. On August 22, 2022, the
district court held a hearing regarding the motion to prohibit Rodney from exercising the
option. The district court began the hearing by noting “[t]he motions are thoroughly
briefed” and then asking “[d]o the parties feel that the Court has everything necessary . . . to
decide this, or is there some testimony that’s gonna’ be necessary?” No party responded that
the district court needed additional evidence to decide this issue.10
In addition to reiterating her previous arguments about the option, Suzanne presented
several new arguments addressing fairness and prejudice. Suzanne first noted she is
“reaching the age of seventy and is interested in . . . obtaining her distribution of the assets,
so that she can enjoy the inheritance her parents had . . . left for her.” Suzanne then
mentioned that Rodney has a “judgment against his personal finances in the amount of about
$700,000.00,”11 which caused Suzanne to question whether, “if [Rodney] has the money to

10 Later in the hearing, Rodney’s newly obtained counsel stated, “I don’t have all of the
background that everybody else does. . . . I’m assuming the Court has a factual record as
to what, actually, took place and . . . we’re not making decisions based on . . . counsel’s
statements as to what took place.” Desp ite this statement, Rodney did not indicate the
district court should receive any additional evidence before deciding this issue, nor did he
request a continuance to further prepare for the hearing.
11 Suzanne noted the $700,000 figure “includes the interest that has accrued since the
judgment was imposed in 2008.” Suzanne also indicated Rodney “attempted to go through
with bankruptcy” but “it didn’t work[,]” which Suzanne said “presumably [means] he has
no assets because he hasn’t paid the creditor at all.”

9
issue payment for this farm[,] will that money be seized by his creditor before he even pays
it?” Suzanne summarized by asserting “[Rodney] just doesn’t have the finances, and if he
comes up with the financing then the farm itself would be his only asset that would be [able
to be seized] by these creditors.”
Next, Suzanne stated that allowing Rodney to purchase the farmland at the price
described in the price instrument would lead to “an unreasonable windfall for him” since the
property had greatly increased in value the last few years. Additionally, Suzanne argued that
allowing Rodney to exercise the option now would be “greatly prejudicial to the [other]
beneficiaries” because they could not benefit from the farmland’s increase in value. Finally,
Suzanne contended that “there’s been a lot of time and expense” that the beneficiaries
incurred because of Rodney invoking the option at such “a late point.”
Rodney opposed Suzanne’s characterization. Rodney argued the option did not
trigger until July 29, 2022, when Rodney received a letter from the trustees regarding the
distribution plan. Rodney, thus, contended there was no unreasonable delay since he
invoked the option a few days later, on August 2, 2022. However, when asked by the court,
Rodney admitted he knew about the option “probably, since his . . . father died.”
Additionally, Rodney contended that the terms of the option are “crystal clear”; namely,
that the option “set the price as of the date of [his surviving parent’s] death,” offered
Rodney “the right to purchase on contract for deed,” and established a “ten-year” payment
plan.

10
Rodney argued the pending judgment against him was not relevant to whether he
should be prohibited from invoking the option, but he did not deny the existence or amount
of the pending judgment. Specifically, Rodney’s counsel contended:
I don’t think it’s a concern—a proper concern for the
rest of the family or the trustees to worry about a judgment that
is out there. My client is perfectly capable of dealing with that,
and we’ll address that as needed.

However, the trusts’ counsel discussed how this judgment influenced the distribution of
trust assets by noting “the initial delay [in distribution] was due to the judgment [against
Rodney] being very close to the ten-year period where we were hoping that the judgment
would have expired.” The trusts’ counsel explained that the judgment was reinstated and
continued to cause the delay in distribution in saying:
We have been attempting to, you know, to some extent,
protect beneficiary Rodney . . . by distributing to him in-kind,
preferably, homestead property that would be exempt from
creditors. And we have attempted to do that, and we haven’t
gotten full cooperation from him.
So we’re still not at a place . . . going forward we would
have to get an appraisal of all the personal property and
equipment before we can decide what is [Rodney’s] share of
Cleone Goodwin’s Trust to distribute to him. . . . [W]e’d have
to have the appraiser go back and tell us . . . the value of the
homestead, then if he’s gonna’ get additional acres, you know,
how many acres and that surveyed out. So there’s substantial
work that has to be done if we’re gonna’ protect him.
Alternatively, we’re, kind of, between a rock and a hard
place because if we’re going to protect him, that’s gonna’
create additional delay and expense to the trust. And so, we’re
requesting instructions from the Court. Do we just go ahead
and sell everything, or do we continue to attempt to distribute-
in-kind to Rodney Goodwin?

11
The trusts’ counsel then attempted to obtain guidance from the district court on how to
protect Rodney from his creditor.
The district court issued an oral ruling, which granted Suzanne’s motion to prohibit
Rodney from exercising the option. The district court determined that Rodney had failed to
exercise the option in a timely manner and in good faith. In explaining its decision, the district
court echoed many of Suzanne’s arguments regarding prejudice.12 Additionally, the district
court also pushed the distribution deadline to March 31, 2023, to allow time for appraisals
and for the trust to determine whether Rodney would receive in-kind distribution.
The district court asked Suzanne to submit a proposed order, which the district court
then signed without change on September 9, 2022. This order’s findings of fact included :
(1) in the three years since Nathan’s death “Rodney . . . has left the risk of loss on the other
beneficiaries of the Trust Agreements”; (2) “[Suzanne] and . . . Jon . . . and Nancy . . . have
suffered prejudice as a result of Rodney[’s] . . . delay in exercising his option to purchase
the real estate”; (3) since the option provides that Rodney may exercise his option to
purchase the farmland “under a 10-year contract for deed[,]” Suzanne would “be close to
80 years old” by “the time all payments are made, if they are made”; (4) “[Suzanne],
Jon . . ., and Nancy . . . have incurred a number of expenses in addressing the issue of the
option to purchase the Farm that could have been avoided had Rodney . . . exercised his
option to purchase the Farm in a reasonable time”; and (5) “Rodney . . . has not provided

12 Among its other oral findings, the district court noted delaying distribution to Suzanne
posed a particular prejudice due to her advanced age, saying specifically “waiting from
seventy-seven to eighty . . . can be a lifetime.”

12
any evidence that he is able to purchase the Farm” and “[a] judgment against his personal
finances exists in the amount of nearly $700,000, inclusive of interest.”13
On September 27, 2022, Rodney appealed the district court’s order prohibiting him
from exercising the option. The same day, Rodney moved the district court to stay
enforcement of its orders. Suzanne filed a memorandum opposing the stay. Importantly,
on October 17, 2022, Rodney’s attorney submitted an affidavit alongside Rodney’s reply
memorandum. This affidavit included a series of exhibits, such as the full trust instruments
and a July 2022 appraisal, which had never been introduced into evidence before.
DECISION
Rodney challenges the district court’s order prohibiting him from exercising the
option. Rodney argues the district court erred when it: (1) deprived him of due process by
not holding an evidentiary hearing, (2) made findings of fact not supported by the record,
and (3) ruled that the time to accept an option to purchase the trusts’ farmland expired
before he exercised that option.
We review a district court’s findings of fact under a clearly erroneous standard and
review a district court’s conclusions of law de novo. In re Est. of Short, 933 N.W.2d 533,
537 (Minn. App. 2019) (citations omitted). When applying the clear-error standard, we
view the evidence in the light most favorable to the district court’s findings and do not
reweigh the evidence or reconcile conflicting evidence. In re Civ. Commitment of Kenney,
963 N.W.2d 214, 221-22 (Minn. 2021); see also In re Otto Bremer Tr., 984 N.W.2d 888,

13 The district court also noted, “Any financing [Rodney] obtains will be immediately
subjected to the judgment creditor’s right to seizure.”

13
896 (Minn. App. 2023) (applying Kenney to a trust case). “We will not conclude that a
fact[-]finder clearly erred unless, on the entire evidence, we are left with a definite and firm
conviction that a mistake has been committed.” Kenney, 963 N.W.2d at 221 (quotation
omitted). “[F]indings are clearly erroneous when they are manifestly contrary to the weight
of the evidence or not reasonably supported by the evidence as a whole.” Id. (quotation
omitted).
The “wholesale adoption of one party’s findings and conclusions raises the question
of whether the trial court independently evaluated each party’s testimony and evidence.”
Bliss v. Bliss, 493 N.W.2d 583, 590 (Minn. App. 1992), rev. denied (Minn. Feb. 12, 1993).
But “the verbatim adoption of a party’s proposed findings and conclusions of law is not
reversible error per se.” Id. When a district court adopts a proposed order, we review its
findings for clear error. Schallinger v. Schallinger, 699 N.W.2d 15, 23 (Minn. App. 2005),
rev. denied (Minn. Sept. 28, 2005).
I.
Rodney argues the district court’s failure to hold an evidentiary hearing violated his
due-process rights. We review this issue de novo. Sawh v. City of Lino Lakes, 823 N.W.2d
627, 632 (Minn. 2012).
“The foundational principle of the right to due process is an opportunity to be heard
upon such notice and proceedings as are adequate to safeguard the right for which the
constitutional protection is invoked.” Gams v. Houghton, 884 N.W.2d 611, 618 (Minn.
2016) (quotation omitted). On review, we ask “[1] whether the party has a protectable
liberty or property interest [2] with which the state interfered and, if so . . . [3] whether the

14
procedures used were constitutionally sufficient.” C.O. v. Doe, 757 N.W.2d 343, 349
(Minn. 2008).
In evaluating whether an evidentiary hearing is required . . . we
apply a three -part balancing test, considering: (1) the private
interest affected; (2) the risk that the procedures used will result
in erroneous deprivation of that private interest and the
probable value of additional or substitute procedural
safeguards; and (3) the State’s interest in the procedures
provided, including the administrative burden and expense that
additional procedures would require.

Id. at 350.
Here, Rodney had many “opportunit[ies]” to be heard, and thus his due-process
rights were not violated. See Gams, 884 N.W.2d at 618. Rodney received notice of the
initial petition, which clearly stated, “Any objections to the Petition must be raised at the
hearing or filed with the Court prior to the hearing.” Although unrepresented at the time,
Rodney attended the hearing held May 25, 2022, and was given an opportunity to speak.
At this hearing, Rodney correctly noted the parties were not “at cross purpose,” because
Rodney provided no indication that he intended to invoke the option. However, the parties’
purposes diverged when Rodney elected to invoke the option. After Rodney invoked the
option, Rodney’s counsel submitted a memorandum regarding Suzanne’s motion to
prohibit him from ex ercising his option and argued on Rodney’s behalf at the August
hearing. Despite all these opportunities to be heard, Rodney never requested an evidentiary
hearing. Even when the district court asked if “the parties fe[lt] that the Court ha[d]
everything necessary [] to decide this [issue],” Rodney did not speak up.
For these reasons, the district court did not violate Rodney’s due-process rights.

15
II.
Rodney contends the district court clearly erred when it adopted Suzanne’s proposed
order verbatim, which he claims contained numerous findings of fact unsupported by
admissible evidence.
“It is axiomatic that a district court’s findings of fact must be supported by evidence
in the record.” County of Scott v. Johnston, 841 N.W.2d 357, 363 (Minn. App. 2013); see
Minn. R. Civ. P. 52.01 (requiring district court to find facts when a case is tried to the court
and stating that a district court’s findings of fact “whether based on oral or documentary
evidence shall not be set aside unless clearly erroneous” (emphasis added)). Although the
arguments of counsel are not evidence , State v. McCoy, 682 N.W.2d 153, 158 (Minn.
2004), “[t]here is a difference between considering arguments by counsel as evidence and
considering concessions by counsel that certain evidence does or does not exist,” Monson
v. Rochester Athletic Club, 759 N.W.2d 60, 64 n.2 (Minn. App. 2009), rev. denied (Minn.
Mar. 17, 2009). See also Lundgren v. Eustermann, 370 N.W.2d 877, 881 n. 1 (Minn. 1985)
(providing that, “in addition to the pleadings, affidavits and depositions, the [district] court
in deciding a motion may consider oral testimony, facts subject to judicial notice,
stipulations, concessions of counsel, and any other material that would be admissible in
evidence or otherwise usable at trial” (emphasis added)).
Here, the parties dispute the evidentiary value of Suzanne’s verified petition. Minn.
Stat. § 544.15 (2022) states:
Every pleading may be verified . . . by the affidavit of the
party, or of one or more of the parties pleading together, that
the affiant knows the contents of the pleading, that the

16
averments thereof are true of affiant’s own knowledge, save as
to such as are therein stated on information and belief, and that
as to those the affiant believes them to be true.

“Verified pleadings may be considered as affidavits tending to prove or disprove the claims
of the respective parties.” Indep. Sch. Dist. No. 35, Marshall Cnty. v. Engelstad, 144
N.W.2d 245, 248 (1966); see also 1 Minn. Prac., Civil Rules Annotated § 11:7 (6th ed.)
(“Verification is the swearing to or affirming the truth of the pleading, essentially turning
the pleading into an affidavit.”). Suzanne’s verified petition concluded with her signature
and the following language, “I declare under penalty of perjury that this Petition to Compel
and all attachments have been examined by me, and that its contents are true, accurate, and
complete to the best of my knowledge.” Thus, her verified petition had the evidentiary
force of an affidavit. See Engelstad, 144 N.W.2d at 248.
The district court’s findings that are not supported by Suzanne’s petition were
effectively conceded by Rodney. As stated above, Rodney did not respond when the district
court asked, “Do the parties feel that the Court has everything necessary . . . to decide this,
or is there some testimony that’s gonna’ be necessary?” So, he effectively stipulated the
district court could decide this issue without further testimony. Thus, the district court could
consider Rodney’s concession as evidence. Among these concessions, Rodney noted that the
parties “are in a very robust farmland market . . . [a]nd so the assets have gone up in value
30 to 40 percent since [Nathan] died.” Although Rodney claimed this meant that “all the
beneficiaries have benefited greatly by not selling for the last two years,” this conceded
increase in value also supports the district court’s concern that Rodney alone would benefit
if he were allowed to exercise the option and purchase the farmland at the “fair market

17
value as finally determined for federal estate tax purposes in connection with [Nathan or
Cleone’s] estate.” Similarly, Rodney effectively admitted to the existence of a pending
judgment against him. Rather than deny this judgment, Rodney’s counsel stated the
judgment was not “a proper concern for the rest of the family or the trustees to worry
about.” Thus, Rodney’s various concessions provide evidentiary support for the district
court’s findings of fact. See Monson, 759 N.W.2d at 64 n.2.
Since Suzanne’s verified petition and Rodney’s concession support the district
court’s findings of fact, the district court did not clearly err. See Engelstad, 144 N.W.2d at
248; Monson, 759 N.W.2d at 64 n.2.
III.
Rodney argues the district court erred when it ruled that the time to accept the option
to purchase the farmland had expired before he exercised the option. Rodney contends that
the option was not triggered until the trustees formally tendered notice to him in summer
2022, not when Nathan passed away in 2019.
“This court applies a de novo standard of review to a district court’s interpretation
of a trust agreement.” In re G.B. Van Dusen Marital Tr., 834 N.W.2d 514, 520 (Minn. App.
2013) (citation omitted), rev. denied (Minn. June 26, 2013). A court’s “purpose in
construing a trust agreement is to ascertain and give effect to the grantor’s intent.” In re
Stisser Grantor Tr., 818 N.W.2d 495, 502 (Minn. 2012). “Where the language of the trust
instrument is not ambiguous, the intent of the settlor must be ascertained from the four
corners of the agreement, without resort to extrinsic evidence of intent.” In re Tr. Created
Under Agreement with McLaughlin, 361 N.W.2d 43, 44-45 (Minn. 1985). “Therefore, the

18
first step in the analysis of a trust instrument is to determine the intent of the settlor from
the plain language of the instrument.” Id. at 45.
The plain language of the trust instrument and case law demonstrate the option was
triggered when Nathan passed away in 2019. To begin, the trust instrument indicates the
price of the option is the “fair market value as finally determined for federal estate tax
purposes in connection with [Nathan or Cleone’s] estate.” Since the price of the option is
determined at the time of the su rviving-spouse’s death, it follows that Nathan’s death
would be the triggering event for the option.14 Additionally, Minnesota caselaw has
generally held that “subject to administration, property rights vest in the legatees and
devisees in the decedent’s will or in the heirs of one who dies intestate at the date of death
of the decedent.” In re Est. of Breole, 212 N.W.2d 894, 896 (Minn. 1973); see also In re
Tr. of Moreland, ___ N.W.2d ___, ___, 2023 WL 4480560, at *4 (Minn. July 12, 2023)
(noting “the rules of construction of wills also apply to the construction of trusts”). Thus,
all the property rights in the trust instruments vested at the time of Nathan’s death,
including this option.
By distributing the farm rent to the beneficiaries, Jon recognized
Suzanne and the other beneficiaries— including himself and Rodney—as the income
beneficiaries. The options should have been exercised before that time so that the farm
income remained with the trust for payment to Jon and/or Rodney as owners.

14 The trust instrument also says, “This option to purchase shall only apply if my spouse
does not survive me, or, if she does survive me, upon her subsequent death.” So, the option
only “appl[ies]” at the time of the surviving-spouse’s death.

19
We are unpersuaded by Rodney’s argument that he needed to receive “notice” of
the option for the option to be triggered. This argument conflicts not only with the language
of the trust and caselaw, but also with the record related to Rodney’s actual knowledge of
the option. At the August hearing, Rodney conceded he knew about the option “probably,
since his . . . father died.” But, having acted as a trustee, Rodney had actual notice of the
option, not only at the time of their father’s death, but for many years before that date.
The dissent focuses on the option’s use of the phrase “my trustees shall grant to
each of my sons . . . the first right and option ”15 to argue the settlors intended for their
trustees to take an affirmative act, like providing notice, in order for the option to trigger.
However, this language does not provide the clear guidance the dissent claims, especially
when considering the history of this trust. To begin, nothing in the trust instruments
conflates the term “grant” with a need for formal notice. See Black’s Law Dictionary (11th
ed. 2019) (defining “grant” as “1. To give or confer (something), with or without
compensation . . . 2. To formally transfer (real property) by deed or other writing . . . 3. To
permit or agree to . . . 4. To approve, warrant, or order (a request, motion, etc.)). Therefore,
the term “grant” does not resolve when the option must be exercised, so this question can
only be resolved by looking to other language within the option; namely, the language
setting the price of the option at Nathan’s death. Finally, as noted above, Jon and Rodney

15 While the dissent treats the option as a right of first refusal, this interpretation conflicts
with the language of the trust which grants Rodney and Jon “the first right and option to
purchase any farmland that comprises a part of [the trust’s] estate.” We agree with the
district court and all the parties that this language is appropriately treated as an “option,”
not a right of first refusal.

20
were both trustees at one point and therefore had actual notice of the option. To interpret
the trust to require Jon or Rodney to give themselves formal notice for them to exercise the
option would lead to an absurd result. Thus, the district court did not err in determining
that, by the language of the trust, the option was offered as of the time of the father’s death.
With the triggering event established, the question becomes how long the option
was available to Rodney following Nathan’s passing. The parties agree that the option does
not list a specific timeline for when it must be exercised. Although Minnesota has no
caselaw directly addressing options in a trust without a deadline, in other contexts,
Minnesota courts have held that if a “contract provides no deadline for accepting or
rejecting the offer of sale, acceptance must be within a reasonable time.” Dyrdal v. Golden
Nuggets, Inc., 689 N.W.2d 779, 785 (Minn. 2004) (emphasis added); see also 80 Am. Jur.
2d Wills § 1253 (“An option to purchase real property may be created by will . . . [s]uch an
option must generally be exercised within the time stated, or if none is stated, within a
reasonable time, or the right is lost unless a delay in exercising it is excused.”). Upon
receiving notice, “a lessee may have to clarify or investigate uncertainties and ambiguities
of essential terms,” but “such an inquiry must be done within a reasonable time
and . . . both the lessee, in making inquiry, and the lessor, in responding to the inquiry,
must act timely, reasonably and in good faith.” Dyrdal, 689 N.W.2d at 785 (emphasis
added). “What is a reasonable time depends on the circumstances of the particular case.”
John P. Ludington, Time in which option created by will to purchase real estate is to be
exercised, 82 A.L.R.3d 790, § 2(a) (1978) . Similarly, “[l]aches is an equitable doctrine
applied to prevent one who has not been diligent in asserting a known right from recovering

21
at the expense of one who has been prejudiced by the delay.” Monaghen v. Simon, 888
N.W.2d 324, 328 (Minn. 2016) (quotation omitted). In deciding whether to apply laches, a
court must determine “whether there has been such an unreasonable delay in asserting a
known right, resulting in prejudice to others, as would make it inequitable to grant the relief
prayed for.” Carlson v. Ritchie, 8 30 N.W.2d 887, 891 (Minn. 2013) (quotation omitted).
Thus, a key factor in determining whether a time period is reasonable is the potential for
prejudice. Id.
Here, the record supports the district court’s determination that the “reasonable
time” for Rodney to exercise the option had lapsed. Minnesota caselaw allows for some
delay to facilitate “administration” of the estate, Breole, 212 N.W.2d at 896, or for the
option-holder “to clarify or investigate uncertainties and ambiguities of essential terms,”
Dyrdal, 689 N.W.2d at 785, but the three-year delay seen here is beyond the “reasonable
time” needed to complete these tasks. Additionally, at the August hearing, Rodney
contended that the terms of the option are “crystal clear[,]”stating that the option “set the
price as of the date of [his parent’s] death,” offered Rodney “the right to purchase on
contract for deed,” and established a “ten-year” payment plan. Therefore, Rodney was
already aware of the “essential terms” of the sale. Finally, the fact the trust instrument links
the option price with the surviving settlor’s death indicates the settlors’ desire to resolve
the trust shortly after their passing. See McLaughlin, 361 N.W.2d at 44-45. Rodney’s
invocation of the option three years after Nathan’s death conflicts with Minnesota caselaw
and the trusts’ purpose, as recognized by all parties, of promptly distributing the property
to the beneficial heirs.

22
We also recognize there are equitable considerations supporting the district court’s
determination to deny Rodney the right to exercise the option. See Minn. Stat. § 501C.0106
(2022) (“The common law of trusts and principles of equity supplement this chapter, except
to the extent modified by this chapter or another law of this state.”); Minn. Stat.
§ 501C.0105(b)(11) (2022) (establishing that the terms of a trust do not prevail over “the
power of the court to take such action . . . as may be necessary in the interests of justice”);
Moreland, 2023 WL 4480560, at *7 (applying “the common law of trusts and principles
of equity” in construing and interpreting a trust); see also Black’s Law Dictionary 1817
(11th ed. 2019) (defining “trust” as “[t]he right, enforceable solely in equity, to the
beneficial enjoyment of property to which another person holds the legal title; a property
interest held by one person (the trustee) at the request of another (the settlor) for the benefit
of a third party (the beneficiary)” (emphasis added)). It is apparent from Rodney’s
concessions and the trust instruments’ terms that Rodney exercising the option several
years after Nathan’s death would prejudice the other beneficiaries. As Rodney stated at the
May hearing, “the assets have gone up in value 30 to 40 percent since [Nathan] died,” thus
Rodney purchasing the option at the “fair market value as . . . determined” at Nathan’s
death would allow Rodney alone to benefit from this significant increase in value. This is
contrary to the settlors’ intent, which would not allow Rodney or Jon to indefinitely delay
invoking the option until observing a significant, multi-year increase in value.
Finally, we acknowledge a potential public policy concern which supports denying
Rodney the right to exercise the option. See Minn. Stat. § 501C.0410 (2022) (noting “a
trust terminates to the extent . . . the purposes of the trust have become unlawful, contrary

23
to public policy, or impossible to achieve”). We are concerned by the existence of the
pending judgment against Rodney, especially given Rodney was replace d with his
grandchildren as a beneficiary to Nathan’s trust because “there was a judgment that was
levied against [Rodney’s] assets” and “the initial delay [of distribution] was due to the
judgment being very close to the ten-year period.” Additionally, the trusts’ attorney
confirmed that the trusts “have been attempting to . . . protect beneficiary Rodney . . . by
distributing to him in- kind, preferably, homestead propert y that would be exempt from
creditors.” These details hint towards Rodney, with a great deal of help from his brother,
attempting to unjustly insulate himself from his creditor. See Minn. Stat. § 513.44(a)(1),
(b) (2022) (indicating that a “transfer made or obligation incurred by a debtor is voidable
as to a creditor . . . if the debtor made the transfer or incurred the obligation . . . with actual
intent to hinder, delay, or defraud any creditor of the debtor[,]” and listing, among other
factors, “the transfer or obligation was to an insider[,]” “the debtor retained possession or
control of the property transferred after the transfer[,]” and “ the debtor was insolvent or
became insolvent shortly after the transfer was made or the obligation was incurred”).
In their efforts to avoid Rodney’s creditor neither of the brothers had clean hands.
Jon could have easily distributed the farmland at any time after his father’s death by
transferring to each of the beneficiaries their per cent share as an undivided interest in the
farmland. But instead, Jon delayed the distribution because of the pending judgment
against Rodney, and now Rodney attempts to exercise the option to purchase the farmland.
The brothers jointly acted to insulate Rodney by attempting to distribute to him “in-
kind, preferably, homestead property that would be exempt from creditors.” See Minn. Stat.

24
§ 510.01 (2022) (defining a “homestead” as “[t]he house owned and occupied by a debtor
as the debtor’s dwelling place, together with the land upon which it is situated to the amount
of area and value hereinafter limited and defined” and noting that when the property of a
debtor is homestead property, it is “exempt from seizure or sale under legal process on
account of any debt not lawfully charged thereon in writing”). This attempt to distribute to
Rodney homestead property further delayed distribution of the trust assets since the
homestead was on property in Nathan’s estate, which Rodney no longer had a property
interest to since being replaced as a beneficiary. The trusts even sought guidance from the
district court on how to protect Rodney from his creditor, ignoring the fact the district court
has a duty to be neutral and to enforce the judgment rights of a duly entered Minnesota
judgment. It is not up to this court, or the district court, to rubber stamp this long-term
scheme to avoid a creditor. See Minn. Stat. § 501C.0201(b) (stating “interested person” for
the purposes of a trust includes “a creditor”).
The district court did not err when it determined the reasonable time for Rodney to
exercise the option had lapsed and thus denied Rodney’s motion to exercise the option. The
equitable principles of fairness, laches and unclean hands, applicable in trust law, lend
additional strong support for the decision of the district court.
Affirmed.

D-1
JOHNSON, Judge (dissenting)
The district court erred by depriving Rodney of his right to purchase farmland from
two trusts according to the intentions of his parents, the grantors of the trusts. Rodney’s
option to purchase the farmland did not expire because the trustee did not grant it to him
until July 2022 and because Rodney exercised it only four days later. T his court should
reverse the district court’s decision. I respectfully dissent.
I.
Rodney’s first argument—which forms the primary issue on appeal —is that the
district court erred by granting Suzanne’s motion to prohibit him from exercising his right
to purchase farmland owned by the two trusts on the ground that his option had expired.
Such a claim and request for relief was not pleaded in Suzanne’s petition. The issue arose
for the first time at a hearing when Suzanne ’s attorney raised it orally in the course of
discussing Jon’s dilatory performance as trustee.
A court must interpret a trust agreement to give effect to the grantor’s intent, which
may be discerned from the plain language of a trust agreement. In re Stisser Grantor Trust,
818 N.W.2d 495, 502 (Minn. 2012); In re Tr ust of McLaughlin, 361 N.W.2d 43, 44-45
(Minn. 1985); In re G.B. Van Dusen Marital Trust, 834 N.W.2d 514, 520 (Minn. App.
2013), rev. denied (Minn. June 26, 2013). “If the trust agreement is unambiguous, a court
should look to the language of the agreement to discern the grantor’s intent and not consider
extrinsic evidence.” Van Dusen, 834 N.W.2d at 520.
In this case, the relevant provision of the trust agreements is unambiguous. The
grantors of the two trusts, Nathan and Cleone, used plain language to express their

D-2
intentions concerning the disposition of farmland owned by the trusts. Each trust
agreement provides in paragraph VIII.C., “Notwithstanding any of the foregoing powers
which I have granted to my trustees, I direct that my trustees shall grant to each of my sons,
Rodney N. Goodwin and Jon D. Goodwin, the first right and option to purchase any
farmland that comprises a part of my estate.” (Emphasis added.) Paragraph VIII.C.
follows paragraphs VIII.A. and VIII.B., which confer broad powers on the trustees to
distribute and otherwise dispose of assets held by the trusts.16 In essence, paragraph VIII.C.
limits a trustee’s general authority to sell trust assets by requiring the trustee to give Rodney
an opportunity to purchase farmland pursuant to certain terms and conditions before selling
the farmland to another person or persons.
For purposes of this case, the key language is “my trustees shall grant.” This plain
language requires the trustee of each trust to take the initiative with respect to a sale of
farmland by affirmatively granting to Rodney a first right and option to purchase the
farmland. Rodney’s first right and option to purchase does not come into existence unless
and until it is granted by the trustee. Such a grant requires some form of communication
from the trustee to Rodney.
This interpretation of the plain language of the trust agreements is consistent with
caselaw. Rodney’s rights under paragraph VIII.C. are akin to a right of first refusal, which
“is similar to an option contract” except that a right of first refusal “requires a condition

16The 16-page Trust Agreement of Nathan K. Goodwin and two amendments are in
the addendum filed by Suzanne and are in the district court record. No party has objected
to the inclusion of those documents in the appellate record.

D-3
precedent before it may be exercised,” the condition precedent being the property owner’s
receipt of “a bona fide offer from a third party which he or she is willing to accept.” Park-
Lake Car Wash, Inc. v. Springer, 352 N.W.2d 409, 411 (Minn. 1984). Accordingly, a right
of first refusal “is not an option to purchase but . . . limits the right of the owner to dispose
freely of its property by compelling the owner to offer it first to the party who has the first
right to buy.” Dyrdal v. Golden Nuggets, Inc., 689 N.W.2d 779, 784 (Minn. 2004)
(quotation omitted). Importantly, a right of first refusal “ripens into an option when the
owner receives a bona fide third party offer and notifies the holder of the right.” Id. The
supreme court has held that, to “activat[e] a right of first refusal,” a property owner must
give “reasonable notice of the essential terms of an offer of sale to trigger the [other party’s]
obligation to timely respond.” Id. at 784-85. Accordingly, the trustee’s grant of a first
right and option to purchase pursuant to paragraph VIII.C. must provide “reasonable notice
of the essential terms” of the option in order “to trigger [Rodney’s] obligation to timely
respond.” See id.
At the time of Nathan’s death, Jon was the trustee of each trust. For approximately
three years after Nathan’s death, Jon took no action to grant to Rodney a first right and
option to purchase farmland from the trusts or to give him any notice of the essential terms
of an option. It was not until July 29, 2022—approximately four months after Suzanne
commenced this action —that Jon’s attorney prompted Rodney to express his intentions
with respect to the farmland. It is clear that the trustee did not grant Rodney a first right
and option to purchase before July 29, 2022. I would agree that Jon did not timely fulfill
his duty to distribute trust assets to beneficiaries following Nathan’s death, as required by

D-4
paragraph VI.B.4. of the trust agreements. But that was not Rodney’s fault. Jon’s inaction
cannot divest Rodney of his right to purchase farmland from the trusts.
Because a first right and option to purchase was not granted to Rodney before
July 29, 2022, Rodney’s first right and option to purchase cannot possibly have expired
before then. It is undisputed that Rodney exercised the option on August 2, 2022, only
four days after it was granted to him. It cannot reasonably be argued that four days is an
unreasonably long period of time in which to exercise the option. It is immaterial that
Rodney previously was aware of paragraph VIII.C. of the trust agreements. Rodney was
not authorized to unilaterally grant himself a first right and option to purchase or to
unilaterally convey farmland from the trusts to himself. Only a trustee could take those
actions.
The opinion of the court reasons that Rodney’s first right and option to purchase
was triggered when Nathan died because that is the date by which fair market value is
determined. But there is no language in paragraph VIII.C. suggesting that Rodney’s first
right and option to purchase came into existence immediately upon Nathan’s death. The
date of Nathan’s death is merely a means of determining the purchase price of the option.
If fair market value is used to determine the purchase price, the price cannot be known until
a federal estate-tax return is filed. At oral argument, Suzanne’s attorney stated that a
federal estate-tax return may be filed as late as nine months after a person’s death.
Suzanne’s attorney is correct. See 26 U.S.C. § 6075(a) (2018). As a practical matter, a
first right and option to purchase could not have been granted to Rodney immediately after

D-5
Nathan’s death because the trustee would not yet know the fair market value stated in a
yet-to-be-filed estate-tax return.
The opinion of the court relies heavily on Dyrdal for the proposition that, if a
“contract provides no deadline for accepting or rejecting the offer of sale, acceptance must
be within a reasonable time.” 689 N.W.2d at 785. The Dyrdal opinion concerned a lease
agreement that provided the lessee with a right of first refusal but was silent about how the
right sh ould be exercised. Id. at 781-82. The primary holding of the supreme court’s
opinion is that, in the absence of express contractual provisions concerning a right of first
refusal, the property owner is obligated to give the party holding a right of first refusal
reasonable notice of the essential terms of a third-party’s offer to buy the property. Id. at
784-85. The secondary holding of the supreme court’s opinion is that, after recei ving
reasonable notice—and only then—the party holding the right of first refusal has a
reasonable time to exercise the right to purchase the property. Id. It is ironic that the
opinion of the court omits any mention of the primary holding of Dyrdal and applies only
the secondary holding. Under the primary holding of Dyrdal, the trustee in this case failed
for three years to give Rodney “reasonable notice” of his first right and option to purchase
so as “to trigger [Rodney’s] obligation to timely respond.” Id. at 784-85. The Dyrdal
opinion supports Rodney’s position, not Suzanne’s.
Because the trustee did not grant Rodney a first right and option to purchase before
July 29, 2022, Rodney’s first right and option to purchase the farmland was not triggered
until that date. For that reason, the district court erred by considering whether Rodney
acted reasonably by not exercising a yet-to-be-granted option during the three-year period

D-6
following Nathan’s death. Consequently, the district court erred by making findings on
irrelevant factual issues such as Suzanne’s age, Rodney’s indebtedness to a third-party, a
change in market value of the farmland, and the timing of Suzanne’s motion.
The opinion of the court also errs by invoking equity in such a way that it supersedes
the plain language of the trust agreements. It is true that “[t]he common law of trusts and
principles of equity supplement” the trust code, “except to the extent modified by this
chapter or another law of this state.” Minn. Stat. § 501C.0106 (2022). But Suzanne did
not argue that any particular common-law or equitable principle applies, and the opinion
of the court also does not specifically identify and apply any particular equitable doctrine .
In that way, this case is different from In re Trust of Moreland, ____ N.W.2d ____, 2023
WL 4480560 (Minn. July 12, 2023), in which the supreme court applied pre-existing
common-law authority for the equitable remedy of striking an unenforceable provision of
a trust agreement. Id. at *7. The trust code also provides that “the terms of a trust ”
generally govern “the duties and powers of a trustee, relations among trustees, and the
rights and interests of a beneficiary.” Minn. Stat. § 501C.0105(a) (2022). The opinion of
the court errs by not adhering to that statute and to the caselaw that places paramount
importance on the plain language of trust agreements. See Stisser, 818 N.W.2d at 502;
McLaughlin, 361 N.W.2d at 44-45; Van Dusen, 834 N.W.2d at 520.
Thus, I would grant appellate relief on Rodney’s first argument by reversing the
district court’s grant of Suzanne’s motion to prohibit Rodney from exercising his first right
and option to purchase farmland held by the trusts.

D-7
II.
Rodney’s second argument is that the district court erred by making findings of fact
that are not supported by admissible evidence. Rodney’s argument is focused on the nearly
complete absence of a factual record. He contends that “not so much as an affidavit,
deposition, or exhibit was received concerning the issues of notice, reasonableness of time
in exercising the option, or prejudice to the beneficiaries. ” Rodney is correct. Even if
Suzanne’s verified petition is considered evidence, see supra at 15-17, there is a lack of
evidence to support the district court’ s findings of fact. Nonetheless, the district court’s
unsupported findings of fact are irrelevant, for the reasons stated in part I of this dissenting
opinion. If the district court had properly interpreted the trust agreement, only a few factual
issues would be relevant, such as whether the trustee had granted a first right and option to
purchase to Rodney, and it is undisputed that the trustee did not do so before July 29, 2022.
Thus, I would conclude that it is unnecessary to grant relief on Rodney’s second argument
because the issue would be moot in light of the relief I would grant on his first argument,
for the reasons stated in part I of this dissenting opinion.
III.
Rodney’s third argument is that the district court erred by depriving him of his right
to due process by not holding an evidentiary hearing. Again, I would not need to address
this issue because it would be mooted by the relief I would grant on Rodney’s first
argument.

D-8
IV.
In his cross-appeal, Jon argues, in the alternative, that if this court concludes that
Rodney may exercise a first right and option to purchase, Jon too should be allowed to do
so. Neither Rodney nor Suzanne oppose Jon’s cross-appeal. Accordingly, I would grant
appellate relief to Jon on his cross-appeal for the same reasons I would grant appellate
relief to Rodney.
V.
The opinion of the court also discusses “a potential public policy concern,” which
is far beyond the scope of the district court’s decision and the parties’ briefing. See supra
at 22-24. In my view, the court should not gratuitously consider issues that were not briefed
by the parties and are not necessary to the resolution of the appeal and the cross -appeal.
To be clear, I do not join in any part of the opinion of the court.
In sum, I would conclude that Rodney and Jon should not be prevented from
exercising their first rights and options to purchase farmland from the two trusts pursuant
to paragraph VIII.C. of the trust agreements. Therefore, I would reverse the judgment of
the district court.