Calvin D. Boquist, 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This opinion is nonprecedential except as provided by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
A23-0742

Calvin D. Boquist,
Appellant,

vs.

David Zierman, et al.,
Respondents.

Filed April 1, 2024
Affirmed in part, reversed in part, and remanded
Slieter, Judge

Pine County District Court
File No. 58-CV-22-498

Jacob G. Peterson, D. Sherwood McKinnis, McKinnis & Doom, P.A., Cambridge,
Minnesota (for appellant)

Brock P. Alton, Sauro & Bergstrom, PLLC, Oakdale, Minnesota (for respondents)

Considered and decided by Slieter, Presiding Judge; Larson, Judge; and Ede, Judge.
NONPRECEDENTIAL OPINION
SLIETER, Judge
In this dispute over ownership of eleven manufactured homes and allocation of
insurance proceeds, appellant-seller challenges the denial of his summary-judgment
motion and the grant of summary judgment to respondent-purchaser. Appellant argues that
the district court erred in interpreting the bill of sale and in awarding respondent insurance
proceeds. We affirm the district court’s denial of appellant’s summary-judgment motion,
2
reverse the district court’s grant of summary judgment to respondent, and remand for
further proceedings.
FACTS
This litigation involves four parcels of real property and the ownership of eleven
mobile homes that are located on two of those parcels. Appellant Calvin D. Boquist
originally owned the four parcels and the mobile homes. In 2015, he agreed to sell the four
parcels and the eleven mobile homes to respondent David Zierman. The four parcels are
located on (1) Mission Creek Run in Pine County, (2) Knob Road in Pine County, (3) Night
Heron Drive in Pine County (the Evergreen Property), and (4) Stanchfield Road in Isanti
County (the Postal Property).
Zierman created four LLCs, each of which was to purchase one parcel:
(1) respondent Mission Creek Road LLC, (2) respondent Knob Road LLC, (3) respondent
Evergreen Park LLC, and (4) respondent Stanchfield Postal LLC.
1 Regarding the eleven
mobile homes, two were located on the Knob Road Property, and the remaining nine were
located on the Evergreen Property.
To complete the transaction, Boquist’s attorney prepared four contracts for deed,
one for each parcel, and a single bill of sale for the mobile homes. Each contract for deed
included a distinct down-payment obligation and monthly payments for seven years, with
the balance to be paid in its entirety at the end of the seven years. Each contract for deed

1 Consistent with the method utilized by the parties, we refer to Zierman and all four LLCs,
who collectively comprise all respondents, as Zierman.
3
was signed and dated June 30, 2015, and each contract for deed required Zierman to
maintain insurance to cover loss to buildings, improvements, and fixtures.
The bill of sale for the eleven mobile homes recited the total consideration as
$29,300, “paid by Included in real estate transaction [sic] between said parties dated
6-30-2015, the receipt of which consideration is acknowledged.” The bill of sale was also
signed and dated on June 30, 2015.
Zierman made all scheduled payments to Boquist pursuant to the contracts for deed
through November 2020. Thereafter, Zierman made no additional payments.
In the spring of 2021, a severe storm damaged the Evergreen Property and the nine
mobile homes located on it. In October 2022, Boquist sued Zierman for breach of contract
and sought three remedies: (1) contract for deed cancellation and return of the real
property; (2) transfer the title regarding the eleven mobile homes to him; and (3) recovery
of all insurance proceeds as the result of storm damage to both the personal property and
real property. Boquist moved for summary judgment on all claims. Zierman did not
contest the cancellation of the contracts for deed and the return of the real property to
Boquist. And, though Zierman did not file a summary-judgment motion, as part of his
memorandum opposing summary judgment , he did seek a declaration from the district
court that the mobile homes and the insurance proceeds for the damage to the mobile homes
were his property.
Because there was no dispute that the contracts for deed should be cancelled and the
real estate returned to Boquist, the district court granted partial summary judgment to
Boquist on that issue. The district court denied Boquist’s motion for summary judgment
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of his other claims and sua sponte granted summary judgment to Zierman—declaring that
Zierman would retain title to the mobile homes and that he was “entitled to keep all
insurance proceeds received.”
Boquist appeals.
DECISION
I. The district court did not err by denying Boquist’s motion for summary
judgment but erred by granting summary judgment to Zierman.

Boquist argues that the district court erred by denying his motion for summary
judgment in part and by granting summary judgment to Zierman. Boquist first argues that
the district court erred by determining that cancellation of the contracts for deed did not
convey ownership of the mobile homes and the insurance proceeds to him. Boquist
alternatively argues that, when read together, the contracts for deed and bill of sale are
ambiguous, such that the district court’s grant of summary judgment in favor of Zierman
was error. Zierman argues that the district court correctly ruled in his favor because the
bill of sale unambiguously states that all mobile homes were paid in full on the day of the
sale and are not, therefore, part of the real-estate transaction.
In an appeal from summary judgment, appellate courts review de novo whether there
are any genuine issues of material fact and whether the district court properly applied the
law. Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 790 N.W.2d 167, 170 (Minn.
2010). In doing so, appellate courts “view the evidence in the light most favorable to the
party against whom summary judgment was granted.” STAR Ctrs., Inc. v. Faegre &
Benson, L.L.P., 644 N.W.2d 72, 76-77 (Minn. 2002).
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Interpreting a contract is a question of law, unless the contract is ambiguous.
Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003). Contracts are
ambiguous when they can be reasonably interpreted in more than one way, based on their
language alone. Id. “The determination of whether a contract is ambiguous is a question
of law, but the interpretation of an ambiguous contract is a question of fact for the jury.”
Id. (citation omitted).
The district court determined that t he contracts for deed unambiguously do not
identify the mobile homes as part of the real -estate purchase and that, therefore, they do
not transfer to Boquist upon cancellation of the contracts for deed. The district court also
found the bill of sale to be unambiguous in its description of the mobile homes, the
purchase price for the mobile homes, and that the total amount had been received in full.
Therefore, the district court concluded that the mobile homes remain the property of
Zierman.
The central question presented here is whether the mobile homes, which are
personal property, are considered part of the purchase of real estate pursuant to the
contracts for deed. And that is central because, generally, a contract for deed only involves
real estate and, therefore, its cancellation returns only the real estate to the contract for deed
vendor, or seller. See Shields v. Goldetsky, 552 N.W.2d 226, 229-30 (Minn. 1996) (stating
that a contract for deed “is essentially a financing arrangement for a real estate sale” and
that the cancellation of a contract for deed results in the buyer’s “forfeiture of all payments
made and restoration of full legal and equitable title in the property to the [seller]”). In
contrast, “[w]hen personal property is included in the contract for deed, cancellation of the
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contract actually entitles a [seller] to recover those personal goods.” Rudnitski v. Seely,
452 N.W.2d 664, 668 (Minn. 1990).
Minnesota appellate courts have examined the interplay between contracts for deed
and personal property in two notable cases. In Rudnitski, the seller sold farmland and
buildings to the buyer in a contract for deed, but did not specifically reference personal
property, like farm machinery, in the contract for deed. 452 N.W.2d at 665. After the
buyer failed to make payments, the seller cancelled the contract for deed, recovered the
property, and discovered that the buyer had disposed of several pieces of farm equipment.
Id. at 666. The seller sued the buyer for conversion, contending that the personal property
had been included in the contract for deed. Id. The supreme court disagreed. Id. at 668.
After establishing that including personal property in a contract for deed allows the seller
to recover those personal items, the court stated, “The problem here is caused by the fact
that the contract for deed does not mention any sale of personal property—it only describes
real estate. Because it is not mentioned, the contract for deed does not cover personal
property.” Id. In short, in Rudnitski, because the contract for deed did not identify personal
property, the cancellation of the contract for deed did not include personal property.
In Boe v. Christlieb, the contract for deed did explicitly identify personal property.
399 N.W.2d 131, 133 (Minn. App. 1987). The contract for deed stated, “The parties hereto
agree that the following items of personal property shall be a part of this Agreement and
Seller hereby tenders ownership of said personal property to Buyer.” Id. This court
determined that the personal property at issue in that case was included in the contract for
deed: “[t]he contract here is for the sale of a motel business. Applying these rules, it is
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obvious the $240,000 purchase price for the Norman Motel included the fixtures and
furnishings of the business as well as the realty.” Id. Because the contract for deed
explicitly included the personal property, the personal property was part of the contract for
deed.
To answer the question in this case, we must consider each of the documents which,
together, form the terms of the transaction between the parties. It is undisputed that the
documents, each of which serve a different purpose , comprise a single transaction
involving the sale of real estate and personal property. And although they are distinct types
of documents, separate writings that are part of one transaction are to be construed together.
Anderson v. Kammier , 262 N.W.2d 366, 370 n.2 (Minn. 1977). We now consider the
documents together to determine whether they unambiguously indicate the intent of the
parties as it relates to the mobile homes.
We agree with Zierman that the contracts for deed, when considered separately from
the bill of sale, appear most like that in Rudnitski because none of the contracts identify the
mobile homes as part of the sale. However, the bill of sale involving sale of the mobile
homes, which was executed as part of a single transaction involving both real estate and
personal property, creates ambiguity in determining the parties’ intent. This becomes
evident with reasonably contrasting meanings of the documents presented by the parties.
See Current Tech. Concepts, Inc. v. Irie Enters., Inc., 530 N.W.2d 539, 543 (Minn. 1995)
(“A contract is ambiguous if its language is reasonably susceptible of more than one
interpretation.”)
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Boquist has submitted an affidavit indicating his belief that the payment for the
mobile homes was not satisfied until the contracts for deed were paid in full. Zierman
submitted an affidavit indicating his belief that the payment for the mobile homes was
received in full on the date the documents were signed. Each belief is a reasonable
interpretation of their agreement, as reflected by these two types of documents.
It is true that the contracts for deed clearly do not include language that incorporates
the purchase of the mobile homes as Boquist argues. However, the bill of sale explicitly
references the purchase of the real estate pursuant to the contracts for deed. It states that
the payment for the mobile homes was “[i]ncluded in [the] real estate transaction between
[Boquist and Zierman] dated 6-30-2015.” The bill of sale states that the consideration for
the transaction is $29,300 and that “the receipt of which consideration is acknowledged.”
(Emphasis added.) Additionally, the bill of sale includes an itemized list of the eleven
mobile homes and, following that list, states that “[a]ll property listed above ha[s] been
included in [the] real estate transaction between [Boquist and Zierman] dated 6-30-2015.”
The contracts for deed , however, do not reference the sum of $29,300. Instead, each
contract for deed recites its own purchase price with separate down- payment obligations
and, as we have already noted, none of the contracts for deed mention the mobile homes.
In sum, factual disputes exist as to the parties’ intentions and as t o whether the
mobile homes have been paid for. Therefore, the district court properly denied summary
9
judgment for Boquist in part but erred in granting summary judgment in favor of Zierman.2
We remand for further proceedings.
II. The district court erred by granting summary judgment to Zierman regarding
the insurance proceeds.

Boquist argues that the district court erred by granting summary judgment to
Zierman by declaring that Zierman was “entitled to keep all insurance proceeds received.”
We agree.
As already concluded, there exist genuine issues of material fact regarding whether
the mobile homes were intended to be included as part of the contracts for deed and we are
therefore remanding for further proceedings. And the proper disposition for any insurance
proceeds Zierman received for damage to the mobile homes cannot be determined until the
ownership of the mobile homes is determined. Additionally, the record does not contain
any evidence of the amount of the insurance proceeds that was initially received by
Zierman nor whether those procee ds were for the real property loss as opposed to the
personal property loss. Therefore, there exist genuine issues of material fact regarding the
insurance proceeds. We reverse and remand the determination of entitlement to the
insurance proceeds for further proceedings.
Affirmed in part, reversed in part, and remanded.

2 Boquist also argues that the district court erred by acting sua sponte to grant summary
judgment for Zierman on the ownership of the mobile homes. Because we reverse the
district court’s grant of summary judgment in favor of Zierman, we do not address this
argument.