Karol M. Provost, Respondent,

STATE OF MINNESOTA
IN COURT OF APPEALS
A24-0358

Karol M. Provost,
Respondent,

vs.

John L. Lundmark,
Appellant.

Filed December 9, 2024
Reversed and remanded
Bentley, Judge

Beltrami County District Court
File No. 04-CV-23-990

Jeremy A. Klinger, Drahos Kieson & Christopher, P.A., Bemidji, Minnesota (for
respondent)

Michael Garbow, Falsani, Balmer, Peterson & Balmer, Duluth, Minnesota (for appellant)

Considered and decided by Johnson, Presiding Judge; Bratvold, Judge; and Bentley,
Judge.
SYLLABUS
Under the Minnesota Uniform Arbitration Act, Minn. Stat. §§ 572B.01-.31 (2022
& Supp. 2023), the scope of an arbitration clause that applies to “all disputes arising in
connection with” an option agreement covers disputes over the exercise of the option, even
if the option period may have expired, unless the agreement provides a clear indication to
the contrary.
2
OPINION
BENTLEY, Judge
This appeal arises from an option agreement for the sale of real property providing
that “all the rights” under “the Option” will terminate if the purchasing party does not give
written notice of an intent to exercise the option within a certain period. The agreement
contains an arbitration clause, directing that “all disputes arising in connection with [the]
Agreement” are subject to binding arbitration. The main issue on appeal is whether disputes
arising from an attempted exercise of the option fall within the scope of the arbitration
clause, even if failure to give timely written notice of intent to exercise the option may have
caused the option to lapse.
We conclude that, even though the option period may have expired, the arbitration
clause in the agreement encompasses a dispute arising in connection with the attempted
exercise of the option because there is no clear indication in the agreement that the
arbitration clause does not apply. We therefore reverse and remand to the district court with
instructions to compel arbitration.
FACTS
Appellant John Lundmark, respondent Karol Provost, and their sister Lisa LaDuke
are beneficiaries to the Lundmark Family Trust. Their mother, the settlor, executed the trust
in 2001 and named Lundmark as trustee. She partially funded the trust with her homestead.
By 2014, Lundmark and his family were living with his mother and caring for her
in the homestead. Lundmark wanted to purchase the home from the trust, but as trustee, he
was barred from transferring assets to himself during the settlor’s lifetime. To comply with
3
the trust while giving Lundmark the right to purchase the home, the three siblings entered
an agreement creating a “legally binding Option from the Trust that gives [Lundmark] the
option to purchase the Homestead following the death of [their mother]” for $225,000. The
agreement recognized that, with the option to purchase in hand, Lundmark “plans to spend
his own funds to make improvements to the Homestead that will include separate living
quarters” for their mother.
Paragraph 2 of the agreement sets forth “[t]he terms for the exercise of the Option.”
Subparagraph 2.1 then provides:
The Option must be exercised by [Lundmark] or his permitted
assigns by written notice to that effect that is either deposited
in the United States mail or that is delivered to [LaDuke] and
[Provost] or their successors in interest no later than 60 days
following [their mother’s] death. A failure to give the notice
within the time specified shall terminate this Option and all the
rights thereunder without further act or notice whatsoever.
(Emphasis added.) Paragraph 6 provides that the “Agreement may not be modified or
terminated orally, and no modification, termination or attempted waiver shall be valid
unless in writing signed by the party against whom the same is sought to be enforced.” And
finally, as relevant here, paragraph 9 include s an arbitration clause, in which the parties
“agree to submit all disputes arising in connection with [the] Agreement, amendments or
additions thereto to binding arbitration.”
The siblings’ mother passed away on August 9, 2021. The parties do not dispute
that Lundmark did not give written notice of his intent to exercise the option via United
States mail or personally to Provost and LaDuke within 60 days. Rather, Lundmark
maintains that he gave oral notice of his intent to exercise the option, and that over a year
4
later, he sent Provost a cashier’s check for $75,000, making up one-third of the $225,000
purchase price under the agreement . Shortly thereafter, Provost confirmed receipt of the
$75,000 cashier’s check and stated that she would “put it in [her] savings account on
Monday.” Provost also stated, “I think the house is released to you once [LaDuke] is paid.”
But about a month later, after consulting with her lawyer, Provost wrote Lundmark that
“the option to purchase the home for $225,000 had an expiration date that has passed.” As
a result, Provost expressed her view that she and LaDuke were each entitled to one-third
of the full market value of the home, rather than their one-third share of $225,000.
The parties were unable to resolve the dispute. In February 2023, Provost petitioned
the district court, seeking an order under Minnesota Statutes section 501C.0202 (2022),
directing Lundmark to distribute the homestead and other trust property to the beneficiaries
“pursuant to the terms of [t]he Lundmark Family Trust dated November 13, 2001.” The
petition alleged that “[t]he option was not exercised and [Lundmark] has refused to
distribute the real property or any other Trust assets to the beneficiaries.” Lundmark filed
an answer and counterclaim in which he asserted defenses to Provost’s action and invoked
the arbitration clause. Provost moved for partial summary judgment on the issue of whether
Lundmark “failed to exercise his option.” In response, Lundmark moved to dismiss for
lack of jurisdiction, arguing that the court had no authority to hear the dispute because it
was subject to the arbitration clause. Both in the district court and on appeal, the parties
have treated the motion to dismiss for lack of jurisdiction interchangeably with a motion
to compel arbitration, as do we.
5
At a hearing, Provost argued that Lundmark’s failure to provide written notice
within the 60-day deadline in paragraph 2.1 terminated “all rights under the option
agreement, . . . including the right to arbitration.” Provost maintained that “the arbitration
provision in the option agreement is contingent upon the exercise of the option itself,
pursuant to the language of the option agreement.” The district court granted Provost
“judgment as a matter of law on the issue,” ordered that “[t]he real estate . . . be distributed
pursuant to the terms as documented in the Lundmark Family Trust dated November 13,
2001,” and entered final judgment on the petition. In its order, without addressing the
arbitration clause, the district court concluded that “[Lundmark] has failed to deliver the
required notice within 60 days after the death of [the mother], which by language in the
Original Agreement terminates [Lundmark’s] rights pursuant to the Option Agreement.”
Lundmark appeals.
ISSUE
Did the district court err in failing to compel arbitration?
ANALYSIS
Lundmark argues that the dispute about his attempted exercise of the option to
purchase the homestead falls within the scope of the arbitration clause, in which the parties
agreed to resolve “all disputes arising in connection with [the] Agreement” in binding
arbitration. Provost, in turn, argues that the scope of the arbitration clause does not extend
beyond the lapse of the option, which she maintains happened when Lundmark failed to
comply with the written notice provision in subparagraph 2.1. We agree with Lundmark
that the scope of the arbitration clause covers this dispute.
6
A
As an initial matter, we consider whether the district court erred in reaching the
merits of Provost’s petition without expressly deciding Lundmark’s motion invoking the
arbitration clause. We review de novo a decision whether to compel arbitration, Rodgers
v. Silva, 920 N.W.2d 664, 666 (Minn. App. 2018), including matters of contract
interpretation as to whether a party agreed to arbitrate a particular dispute, Glacier Park
Iron Ore Props., LLC v. U.S. Steel Corp., 961 N.W.2d 766, 771 (Minn. 2021).
Under the Minnesota Uniform Arbitration Act, Minn. Stat. §§ 572B.01-.31 (2022
& Supp. 2023), “when confronted with a motion to compel arbitration, the district court
must rule on the motion.” Rodgers, 920 N.W.2d at 666; see also Minn. Stat. § 572B.07(a).1
And unless “there is no enforceable agreement to arbitrate,” the district court “shall order
the parties to arbitrate.” Minn. Stat. § 572B.07(a) (emphasis added); see also Rodgers, 920
N.W.2d at 666.
Applying these settled principles, the district court here was obligated to decide
whether the dispute about Lundmark’s attempted exercise of the option falls within the
scope of the arbitration clause before it reached that issue on the merits. See Rodgers, 920
N.W.2d at 667 (reversing a grant of a motion to dismiss for failure to state a claim because

1 “Minnesota courts must apply the FAA [(Federal Arbitration Act)] to transactions that
affect interstate commerce.” Onvoy, Inc. v. SHAL, LLC, 669 N.W.2d 344, 351 (Minn.
2003). Neither party nor the district court addresses the FAA, nor do the parties make any
argument regarding whether the agreement here affects interstate commerce. We therefore
analyze this issue under Minnesota law. That said, as we discuss in footnote two below,
our conclusion would be the same under either statute.
7
“the district court did not first decide [a party’s] motion to compel arbitration”). The district
court’s silence on the arbitrability issue ran afoul of that requirement.
That said, it is apparent from the briefing and oral argument transcript in the district
court that Provost’s position was (as it is on appeal) that the failure to comply with the
exact terms of the agreement’s notice provision terminated not only the option itself, but
“all rights under [the option agreement] . . . including the right to arbitration.” By stating
that Lundmark’s failure to give written notice “terminate[d] [Lundmark’s] rights pursuant
to the Option Agreement,” the district court appears to have accepted that argument in
deciding that Provost is entitled to judgment as a matter of law.
In the interest of judicial economy, especially in light of our de novo review, we
construe the district court’s order as implicitly denying Lundmark’s motion to dismiss on
the basis that Lundmark’s failure to provide written notice within 60 days of his mother’s
death made the arbitration clause inapplicable to disputes arising after that point. For the
following reasons, that implicit ruling was erroneous.
B
Minnesota law favors arbitration. Minn. Teamsters Pub. & L. Enf’t Emps.’ Union,
Loc. No. 320 v. County of St. Louis, 611 N.W.2d 355, 358 (Minn. App. 2000). If an
enforceable agreement to arbitrate a dispute exists and is invoked by a party, the court
“shall order the parties to arbitrate.” Minn. Stat. § 572B.07(a). It follows that a court
presented with a motion to compel arbitration must determine “(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.
8
1993); see also Minn. Stat. § 572B.06(b). “In making that determination, courts generally
apply state law principles that govern contract formation, to ascertain the parties’ intent.”
Churchill Env’t & Indus. Equity Partners, L.P. v. Ernst & Young, L.L.P., 643 N.W.2d 333,
337 (Minn. App. 2002). If a valid arbitration agreement exists, any ambiguities surrounding
the scope of issues subject to arbitration “ must be resolved in favor of arbitration.” Id. at
336.
The parties do not dispute that the agreement contains a valid arbitration clause. The
issue turns on whether the dispute falls within the arbitration clause’s scope. On the one
hand, the arbitration clause could be read to encompass any dispute arising in connection
with the agreement, regardless of whether the option period expired. If so, those disputes
must be resolved in arbitration. If, on the other hand, the arbitration clause does not cover
disputes that arise after the option period expires because of a failure to give written notice,
those disputes would be within the jurisdiction of the court to resolve. Because arbitrability
issues turn on the intent of the parties as expressed in their agreement, we turn to “the plain
language of the instrument itself” to discern which of those two scenarios best reflects the
intent of the parties here. Travertine Corp. v. Lexington–Silverwood, 683 N.W.2d 267, 271
(Minn. 2004). In doing so, “we assign unambiguous contract language its plain meaning.”
Savela v. City of Duluth, 806 N.W.2d 793, 796-97 (Minn. 2011) (considering dictionary
definitions to discern the meaning of contract terms).
To begin, the arbitration clause here is broad in scope. It provides that “all disputes
arising in connection with [the] Agreement” must be submitted to arbitration. (Emphasis
added.) The word “connection” means “[a]n association or relationship,” and the idiom “in
9
connection with” means “[i]n relation to; with respect to; concerning.” The American
Heritage Dictionary of the English Language 390 (5th ed. 2018). Although neither this
court nor the supreme court has interpreted the scope of an arbitration clause with this exact
language, other courts have held that arbitration clauses using the phrase “in connection
with” encompass a broad array of disputes. See, e.g., Simula, Inc. v. Autoliv, Inc., 175 F.3d
716, 721 (9th Cir. 1999) (concluding that “the language ‘arising in connection with’
reaches every dispute between the parties having a significant relationship to the contract
and all disputes having their origin or genesis in the contract”) ; J.J. Ryan & Sons, Inc. v.
Rhone Poulenc Textile, S.A., 863 F.2d 315, 318-20 (4th Cir. 1988) (holding that an
agreement to submit “[a]ll disputes arising in connection with the present contract” to
arbitration encompass ed claims for civil conspiracy, unfair trade practices, libel, and
defamation); O’Rourke v. Lunde, 104 A.3d 92, 103 (Vt. 2014) (determining that a clause
providing for arbitration of “[a]ny dispute or controversy arising in connection with the
Agreement or in connection with the dissolution of the Partnership” encompassed the issue
of attorney fees). Furthermore, the phrase “in connection with” is at least as broad as the
phrase “arising under ,” which the supreme court has characterized as “broad and
prescrib[ing] arbitration of most claims.” Onvoy, Inc. v. SHAL, LLC, 669 N.W.2d 344, 352
(Minn. 2003). Disputes about Lundmark’s attempted exercise of the option and whether he
is entitled to purchase the property under the agreement’s terms, despite having failed to
comply with the written-notice requirement, fit comfortably within the scope of disputes
arising “in connection with” the agreement.
10
Provost does not grapple with the breadth of the phrase “in connection with.”
Rather, Provost maintains that the arbitration clause had a strict cut- off period and only
applied before the option period expired when Lundmark failed to give written notice, at
which point the arbitration clause terminate d. To support that point, Provost directs us to
the provision in subparagraph 2.1 that says: “A failure to give the notice within the time
specified shall terminate this Option and all the rights thereunder without further act or
notice whatsoever.”
But even if the failure to adhere to the strict notice requirement may have cause d
the option to lapse, the arbitration clause does not necessarily expire with the option or
with the agreement as a whole. Indeed, courts in other jurisdictions that favor arbitration,
as Minnesota does, have repeatedly concluded that, absent a contrary indication, arbitration
clauses generally live beyond the expiration of the contract and still cover disputes that
arose under the contract. See Nolde Bros. v. Loc. No. 358, Bakery & Confectionery Workers
Union, AFL-CIO, 430 U.S. 243, 253 (1977) (holding that, “in the absence of some contrary
indication, there are strong reasons to conclude that the parties did not intend their
arbitration duties to terminate automatically with the contract”); see also, e.g., Primex Int’l
Corp. v. Wal-Mart Stores, Inc., 679 N.E.2d 624, 628 (N.Y. 1997) (recognizing “the
prevailing general rule of both New York and Federal common law of contracts is that,
absent a clear manifestation of contrary intent, it is presumed that the parties intended that
the arbitration forum for dispute resolution provided in an agreement will survive
termination of the agreement as to subsequent disputes arising thereunder”); see also Nat’l
R.R. Passenger Corp. v. Bos. & Me. Corp., 850 F.2d 756, 762 (D.C. Cir. 1988) (“Faced
11
with a somewhat broader arbitration clause, . . . we will presume that disputes over the
termination or expiration of the contract should be submitted to arbitration.”); see also 1
Martin Domke et al., Domke on Com. Arb. § 12:2 (3d ed. 2023) (expiration of contract)
(“An arbitration agreement generally lives on even when the contract containing it expires,
such that disputes over a provision of that expired contract remain arbitrable.”).
We find persuasive the reasoning of the U.S. Court of Appeals for the Sixth Circuit
in a case grappling with whether an arbitration clause continues to govern a dispute under
an expired contract. That court recognized the federal “presumption in favor of
post-expiration arbitration of matters unless negated expressly or by clear implication [for]
matters and disputes arising out of the relation governed by contract.” Huffman v. Hilltop
Cos., 747 F.3d 391, 394-95 (6th Cir. 2014) (quoting Litton Fin. Printing Div., Litton Bus.
Sys., Inc. v. NLRB, 501 U.S. 190, 204 (1991)). The court found it “intuitive” that an
arbitration clause would extend beyond the expiration of the contract because a party could
otherwise “avoid his contractual duty to arbitrate by simply waiting until the day after the
contract expired to bring an action regarding a dispute that arose while the contract was in
effect.” Id. (quotation omitted). It is likewise intuitive that, absent a clear indication to the
contrary, an arbitration clause that applies to disputes arising “in connection with” an
option agreement covers disputes relating to the exercise of the option. An alternative view
would result in a conundrum in which the court would decide the merits of the dispute, and
only then, after reaching that decision, would know whether the issue should have been
heard in arbitration initially. To illustrate: H ad the district court here ruled in favor of
Lundmark on the merits of his defenses to Provost’s petition, the option would still be alive
12
and there would be no disagreement that the dispute should have been heard in arbitration.
But it would be too late; the court already would have decided the issue.
Considering that Minnesota law favors arbitration, Local No. 320, 611 N.W.2d at
358, and that we have an obligation to interpret any ambiguities in the contract in favor of
arbitration, Amdahl, 497 N.W.2d at 322, we hold under Minnesota law that the scope of an
arbitration clause that applies to “all disputes arising in connection with” an option
agreement covers disputes over the exercise of the option, even if the option period may
have expired, unless the agreement provides a clear indication to the contrary.
Here, there is no such clear indication. Provost points to language that the failure to
comply with the option’s written notice requirement terminates not only the option, but
“all the rights thereunder.” But that clause is not sufficient to overcome the presumption in
favor of arbitration. The arbitration clause does not only create “rights” under the
agreement, it also creates obligations: “The parties agree to submit all disputes arising in
connection with [the] Agreement . . . to binding arbitration[.]” (Emphasis added.) And the
phrase “all the rights thereunder” may reasonably reference the clear rights created under
the option, such as the right to purchase the property for $225,000, and not the arbitration
clause. As a result, in light of the broad arbitration clause at issue, the presumption has not
been overcome and the disputes in this case must be resolved in arbitration.
2

2 Even assuming that the agreement here affects interstate commerce and that the FAA
applies, the result would be the same. Like Minnesota law, “[t]he FAA voices a strong
presumption in favor of arbitration.” Onvoy, Inc., 669 N.W.2d at 351. And, “[a]ny doubt
with respect to the intent of the parties regarding the scope of arbitration should be resolved
in favor of arbitration.” Id. Given that “the presumptions favoring arbitrability” were not
13
Before concluding, we note that Lundmark alternatively argues that the district court
erred in entering judgment as a matter of law in favor of Provost “on the ‘written notice’
issue as there remain[] material and genuine issues of fact.” Given our determination that
these disputes must be resolved in arbitration, we do not reach the merits of the district
court’s decision. We also decline to consider Lundmark’s request for an award of attorney
fees, costs, and disbursements. Under the Minnesota Rules of Civil Appellate Procedure,
“[a] party seeking attorney[] fees on appeal shall submit such a request by motion under
Rule 127.” Minn. R. Civ. App. P. 139.05, subd. 1; see Minn. Stat. § 645.44, subd. 16 (2022)
(providing that “shall” is mandatory). Rules 139.03 and 139.05 impose a 14-day limitation
for submitting this request to the court of appeals. Minn. R. Civ. App. P. 139.05, subd. 1
(providing that, “[a]ll motions for fees must be submitted no later than within the time for
taxation of costs”), .03, subd. 1 (providing that, “[a] prevailing party seeking taxation of
costs and disbursements shall file and serve a notice of taxation of costs and disbursements
within 14 days of the filing of the court’s order or decision”). If a party has appropriately
made a request, we may award attorney fees on appeal when a statute enables it or a
contract authorizes it, see Barr/Nelson, Inc. v. Tonto’s, Inc., 336 N.W.2d 46, 53 (Minn.
1983), or as a sanction, see Minn. R. Civ. App. P. 139.05 1998 comm. cmt. Because
Lundmark has not followed the procedure established by the appellate rules, we decline to
reach his request for attorney fees.

“negated expressly or by clear implication,” we would conclude as a matter of federal law
that the dispute here must be heard in arbitration. Nolde Bros., 430 U.S. at 255; see also
Huffman, 747 F.3d at 396.
14
DECISION
Given the broad arbitration clause here, providing for arbitration of “any dispute
arising in connection with [the] Agreement,” and absent a clear indication to the contrary,
we conclude that the arbitration clause encompasses disputes regarding Lundmark’s
attempted exercise of the option, even if the option period may have expired. We therefore
reverse the district court’s decision and remand with instructions to compel arbitration.
Reversed and remanded.