In re the Matter of the Trusteeships Under the Trust Indentures between the City of Edwardsville, Kansas and UMB Bank,N.A., as Successor Trustee.

This opinion is nonprecedential except as provided by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
A24-0464

In re the Matter of the Trusteeships Under the Trust Indentures
between the City of Edwardsville, Kansas and
UMB Bank,N.A., as Successor Trustee.

Filed April 7, 2025
Affirmed
Kirk, Judge*

Hennepin County District Court
File No. 27-TR-CV-20-52

Virginia R. McCalmont, Robert J. Gilbertson, Caitlinrose H. Fischer, Forsgren Fisher
McCalmont DeMarea Tysver, LLP, Minneapolis, Minnesota (for appellant One10 Hotel
HRKC, LLC)

Michael M. Krauss, Peter D. Kieselbach, Hannah R. Conrad, Greenberg Traurig, LLP,
Minneapolis, Minnesota (for respondent UMB Bank, NA)

Considered and decided by Ede, Presiding Judge; Johnson, Judge; and Kirk, Judge.
NONPRECEDENTIAL OPINION
KIRK, Judge
In this appeal from a district court’s order in a trust-instruction petition, appellant
argues that the district court erred by addressing matters outside of the petition in granting
respondent relief and erred by interpreting the trust indentures. We affirm.

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
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FACTS
The Hotel Project
In 2016, the City of Edwardsville, Kansas made plans for a broad redevelopment
project. This project involved plans for the construction of a Hard Rock-branded hotel. In
2018, Compass Commodity Group III, LLC, agreed to develop the hotel project pursuant
to a development agreement. Compass assigned its rights and obligations with respect to
this project to appellant One10 Hotel HRKC, LLC in late October 2019.
Prior to assuming the hotel project, One10 began to seek funding for the project,
which was expected to cost around $80 million. In July 2019, Altos Group, LLC, approved
One10 for a $50-million construction loan. One10 secured $3 million in additional funding
from a mezzanine loan. Lastly, the city agreed to issue $23,280,000 in revenue bonds.
These bonds consisted of guest-tax revenue bonds, special- obligation-tax-increment
revenue bonds, and community-improvement -district revenue bonds. Separate indentures
govern the administration of each of the three types of bonds, but the indentures are
virtually identical in aspects material to this case. The city issued these bonds in late
October 2019, the proceeds of which were initially held in trust with Commerce Trust
Company. In November 2019, respondent UMB Bank, N.A.
1 became the successor trustee
of the bond proceeds. These bonds form the basis for the underlying trust-instruction
petition.

1 The case caption in the district court identified respondent as “UMB Bank,N.A.” But
respondent is identified in its appellate brief as “UMB Bank, N.A.” The caption in this
opinion conforms to the caption used in the district court. See Minn. R. Civ. App. P. 143.01.
We use respondent’s preferred name in the body of the opinion.
3
For One10 to be reimbursed from the bond proceeds for its out-of-pocket expenses,
the development agreement required that One10 submit a certificate of expenditures (cost
certification) to the city for approval. The development agreement also imposed as a
condition precedent to disbursement that One10 “not be, in the reasonable judgment of the
City, in material default under this Agreement.” After certification by the city, One10 must
then submit a request to the trustee for fund disbursal. The trust indentures additionally
require that One10 certify to the trustee that the written request was “properly completed
in all respects and in substantially the form of Exhibit D.” In turn, Exhibit D requires that
One10 certify that “no Event of Default under the Development Agreement has occurred
and is continuing and no event or condition has occurred which, with notice of passage of
time or both, would constitute an Event of Default under the Development Agreement.”
One10 initially submitted two cost certifications, both of which the city approved.
The trustee reviewed these certifications and approved payment of approximately
$9 million in bond proceeds.
Funding Issues
Funding issues soon arose. On February 28, 2020, Altos (the funder of the $50-
million construction loan), informed One10 that it was unable to provide funds under the
loan. One10 soon suspended construction on the hotel while it sought a new lender. Shortly
thereafter, One10 submitted a third cost certification to the city, in which it sought
reimbursement for $829,247.32 in expenses. Although the city approved this third cost
certification, UMB, as trustee, refused to release the requested bond proceeds. UMB also
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informed One10 of its belief that One10 breached the development agreement and
demanded that it cure the breach.
Legal Proceedings
In June 2020, UMB filed a trust-instruction petition pursuant to Minn. Stat.
§ 501C.0202, subd. 24 (2024), in Hennepin County District Court.2 Subdivision 24 pertains
to requests “to instruct the trustee regarding any matter involving the trust’s administration
or the discharge of the trustee’s duties, including a request for instructions and an action to
declare rights.” UMB sought the following instructions in the petition:
1. Declaring and confirming that uncured Events of Default
have occurred under the Indentures;
2. Declaring and confirming the Trustee is not required to
distribute additional Trust Estate funds to [One10] while
the Events of Default remain uncured;
3. Confirming the Trustee’s authorization to declare the
principal of all Bonds outstanding and the interest accrued
thereon to be due and payable pursuant to Section 902(a) of
the Indentures;
4. Authorizing and instructing the Trustee to take such other
actions as are consistent with and reasonably necessary to
protect the assets of the Trust Estates and the best interests
of the Bond owners, including upon direction from owners
of the majority of the outstanding Series 2019 TGT Bonds
and Series 2019 TIF Bonds, authorizing the redemption of
the Series 2019 TGT Bonds and Series 2019 TIF Bonds,
respectively;
5. Confirming that such course of conduct is prudent,
authorized and in the best interest of the Bond owners and
consistent with the terms of the Indentures, and that the
Trustee’s actions comply with all applicable duties of the

2 Minn. Stat. § 501C.0202 was amended in 2024. 2024 Minn. Laws. ch. 87, § 1. The
previous version of the statute was in effect when UMB filed the trust-instruction petition.
The amendment does not change the substance of the applicable section, but only clarifies
that the section 501C.0202 applies to actions filed under both the district court’s in rem
and in personam jurisdiction.
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Trustee and are fully authorized and protected by the
Indentures and shall not subject UMB Bank, N. A.,
individually or as Trustee, to liability;
6. Declaring the Trustee’ s past and proposed actions in the
administration of the Trust Estates to be consistent with the
terms of the Indentures and the Trustee’s duties and
obligations thereunder to all Bond owners;
7. Granting such other relief as the Court determines lawful,
just and proper.

(Emphases added.)
In February 2023, One10 filed a motion in limine seeking to prevent UMB from
introducing events or conduct that are outside the scope of the petition, specifically
(1) evidence related to alleged events of default other than those identified in the petition
and (2) evidence or argument that relates to events and alleged defaults that postdate the
petition. The district court reserved ruling on the relevant portion of the motion in limine.
In March 2023, the district court held a trial on UMB’s petition. Following the trial,
the district court denied One10’s motion in limine. It also ordered that: (1) the trustee is
not required to distribute additional funds to One10, including funds requested in
connection with the third cost certification; (2) the trustee is authorized to declare the
principal and interest on all bonds outstanding and due; (3) the trustee is authorized to make
a distribution from the trust estates on direction from a majority of the outstanding bond
owners; and (4) the trust estates and the trustee are not subject to continuing supervision of
the court. The district court later denied One10’s posttrial motion for amended findings
and conclusions of law or a new trial.
One10 appeals.

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DECISION
I. The district court did not address matters outside the scope of UMB’s petition.
One10 argues that the district court erred by failing to hold UMB to its petition for
relief in two ways. First, One10 argues that the district court improperly considered events
that postdated the June 22, 2020, filing of the petition. Second, One10 argues that the
district court made a conclusion outside the scope of the petition that UMB could refrain
from paying the third cost certification in the absence of uncured event of default. We
address each argument below.
However, we first note that the parties contest whether a de novo or abuse-of-
discretion standard of review applies. Because the district court did not err under the less
deferential de novo standard, we apply that standard.
Minnesota Rule of Civil Procedure 8.01 requires that a party seeking relief include
a “short and plain statement of the claim showing that the pleader is entitled to relief and a
demand for judgment for the relief sought.” A court cannot provide relief “based on issues
that are neither pleaded nor voluntarily litigated.” Shandorf v. Shandorf, 401 N.W.2d 439,
442 (Minn. App. 1987). This rule stems from the idea that principles of fairness require
that a party have notice of claims against him or her and have an opportunity to respond.
See id. at 442-43. However, courts “liberally and broadly construe[]” pleadings in deciding
whether a pleading provides sufficient notice of a claim.
Midwest Fam. Mut. Inc. Co. v. Schmitt, 651 N.W.2d 843, 846 (Minn. App. 2002)
(quotation omitted). Courts focus this inquiry into the incident rather than the specific facts
of the incident. Walsh v. U.S. Bank, 851 N.W.2d 598, 605 (Minn. 2014). The supreme court
7
addressed the scope of relief as it relates to the pleadings in Roberge v. Cambridge Co-op
Creamery Co., holding that the district court improperly granted relief based on the theory
of quantum meruit when the complaint only raised a breach-of-contract claim. See 67
N.W.2d 400, 402 (Minn. 1954).
A. The district court did not err by considering events that postdated the
petition.

In support of its argument that the district court erred by considering events that
postdated the petition, One10 contends that (1) UMB failed to give adequate notice under
Minn. R. Civ. P. 8.01 that it sought relief based on postpetition events and none of the
events that predated the petition warranted relief; (2) granting UMB relief based on
postpetition events will nullif y the supplemental-pleadings rule under Minn. R. Civ. P.
15.04; (3) the district court’s decision is inconsistent with Minnesota’s res judicata
jurisprudence; and (4) the postfiling events were not ripe when UMB filed the petition.
We must first determine whether the district court considered events outside the
scope of pleadings when issuing its order, meaning that One10 lacked the requisite notice
under rule 8.01. In its order, the district court wrote that the issue of whether events of
default existed at the time UMB filed the petition “is not critical to the court’s analysis,”
adding that “even if an Event of Default did not exist when the Petition was filed, it is
undisputed that several uncured Events of Default have now occurred under the
Indentures.” Looking at the instructions that UMB sought, it is true that UMB sought
instructions declaring that “uncured Events of Default have occurred under the
Indentures.” (Emphasis added.) However, other portions of the petition contemplate a
8
broader request. The second instruction that UMB requested, in which it sought declaration
that it is not required to distribute trust funds “while Events of Default remain uncured,”
broadly refers to events of default without requiring these events of default to have existed
at the time of filing the petition. Such a reading is consistent with the idea that courts are
to liberally construe pleadings. See Schmitt, 651 N.W.2d at 846. Similarly, UMB’s broad
fourth request, in which it sought “authoriz[ation] and instructi[on] . . . to take such other
actions as are consistent with and reasonably necessary to protect the assets of the Trust
Estates” does not limit the district court to consider only prepetition events. Taken as a
whole, UMB’s requested instructions put One10 on notice that UMB broadly sought to
avoid having to disburse additional bond funds. See Padco, Inc. v. Kinney & Lange, 444
N.W.2d 889, 891 (Minn. App. 1989) (“A specific legal theory does not need to be stated if
the pleadings contain factual notice of the claim and a request for relief.”), rev. denied
(Minn. Nov. 15, 1989).
Because postpetition events are within the scope of the pleadings, One10’s
argument that considering postpetition events “effectively nullifies” the supplemental-
pleadings rule, which allows a party to serve a supplemental pleading setting forth events
that happened since the date of the original pleading, is unpersuasive. See Minn. R. Civ. P.
15.04. Regarding res judicata, One10 argues that the district court’s reasoning conflicts
with res judicata jurisprudence. Res judicata is a doctrine that prohibits a party from
relitigating a claim arising from the circumstances of a dispute that was finally litigated
between the parties. Hauschildt v. Beckingham, 686 N.W.2d 829, 837 (Minn. 2004).
One10, relying on Drewitz v. Motorwerks, Inc., 728 N.W.2d 231, 240 (Minn. 2007), argues
9
that, because res judicata does not bar a litigant from asserting claims based on events that
happened after the filing of a complaint even if those events related to the subject of the
original complaint, treating the postpetition events as within the scope of the petition
conflicts with res judicata caselaw. One10’s concerns are misplaced because UMB’s
petition broadly invites the district court to consider the trustee’s obligations without
restricting the district court from considering postpetition events.
We additionally conclude that the district court’s order does not raise concerns with
respect to ripeness. That doctrine stems from the principle that courts cannot exercise
jurisdiction over claims unless a justiciable controversy exists, meaning that there is a claim
that is “capable of specific resolution by judgment rather than by presenting hypothetical
facts that would form an advisory opinion.” Growe v. Simon, 2 N.W.3d 490, 499 (Minn.
2024) (quotation omitted). A claim can be ripe if it seeks relief based on the “ripe or
ripening seeds of an actual controversy.” See Harstad v. City of Woodbury, 902 N.W.2d
64, 71 (Minn. App. 2017) (referencing the Declaratory Judgments Act, Minn. Stat.
§ 555.01-.16 (2016)), aff’d, 916 N.W.2d 540 (Minn. 2018). When UMB filed its petition
in June 2020, One10 had already suspended construction and let its building permit expire.
Further, UMB and One10 had already exchanged letters confirming a dispute as to UMB’s
obligations to disburse additional trust proceeds. Here, an actual controversy existed with
respect to the bond disbursements and UMB’s petition broadly sought an instruction as to
whether it is justified in refusing to disburse additional bond proceeds. Because these
postpetition events are part of this underlying controversy, the district court’s decision does
not raise ripeness concerns.
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B. The district court did not err by addressing whether the trustee was
justified in withholding the third cost certification regardless of whether
an event of default had occurred.

One10 additionally argues that the district court erred by addressing whether UMB
was justified in withholding the third cost certification regardless of whether an event of
default had occurred. One10 relies on Roberge in arguing that the supreme court rejected
the argument that notice of the relief the opposing party seeks puts the litigant on notice of
every theory under which the opposing party can secure the requested relief, meaning that
One10’s notice that UMB sought instruction that no further bonds were owed does not
equate to adequate notice of UMB’s theory of relief. See 67 N.W.2d at 402. However, the
supreme court held in Roberge that the trial court improperly granted relief based on
quantum meruit when the complaint only raised a breach-of-contract claim because the
complaint could not be “fairly said” to spell out a quantum meruit claim. See id. Such a
situation is not present here where, as stated above, the petition’s fourth request broadly
seeks instruction authorizing the trustee to take actions “as are consistent with and
reasonably necessary to protect the . . . Trust Estates.” This request invites the district court
to consider whether there is a basis for ordering that the trustee need not issue the proceeds
requested un der the third cost certification, irrespective of whether an event of default
occurred. Therefore, for the same reasons that the district court did not err by considering
the postpetition events in ruling on UMB’s petition, it also did not err by considering
whether the trustee was justified in withholding the third cost certification regardless of
whether an event of default occurred.
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II. The district court did not err by concluding that the indentures allow UMB to
withhold the third cost certification in the absence of uncured events of default.

One10 argues that the district court erred by concluding that UMB was justified in
not paying the third cost certification even in the absence of uncured events of default. In
support of this argument, One10 points to section 403(b) of the indentures, arguing that
this provision requires UMB to disburse the funds upon receipt of a properly completed
request. One10 further contends that there was not an event of default at the time the city
approved the third cost certification.
Appellate courts review a district court’s interpretation of an unambiguous contract
de novo. Roemhildt v. Kristall Dev., Inc., 798 N.W.2d 371, 373 (Minn. App. 2011),
rev. denied (Minn. July 19, 2011). The interpretation of an ambiguous contract presents a
question of fact. Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003).
The parties selected Kansas law to govern interpretation of the contracts. Minnesota courts
traditionally enforce choice-of-law provisions, provided the parties acted “in good faith
without an intent to evade the law.” Hagstrom v. Am. Cir. Breaker Corp., 518 N.W.2d 46,
48 (Minn. App. 1994). The parties do not dispute that Kansas law governs the interpretation
of the indentures. Because the record does not reflect that the parties acted in bad faith in
enacting this provision, nor is there any indication that this case implicates a conflict
between Kansas and Minnesota law with respect to contract interpretation, we apply Kanas
law. See Vetter v. Security Continental Ins. Co., 567 N.W.2d 516, 521-22 (Minn. 1997)
(“Because the choice of one state’s law over another does not create an actual conflict,
there is no choice of law issue.”).
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Kansas courts interpret contracts with the goal of implementing the parties’ intent.
Harding v. Cap. Fed. Sav. Bank, 556 P.3d 910, 919 (Kan. Ct. App. 2024). “If the plain
language of the contract provision at issue is clear and unambiguous, this court should
interpret the contract provision as clearly and unambiguously written.” Id. Ambiguity
exists when the language has “doubtful or conflicting meaning, as gleaned from a natural
and reasonable interpretation of its language.” Id. (quotation omitted).3 Kansas courts can
look to dictionary definitions to construe written instruments. See State ex rel. Sec’y of Soc.
& Rehab. Servs. v. Jackson, 822 P.2d 1033, 1038 (Kan. 1991) (citing Black’s Law
Dictionary to define a term used in a trust).
At issue here is the interpretation of the indentures, particularly whether they allow
the trustee to withhold the third cost certification in the absence of uncured events of
default. Section 403(b) of the indentures provides that:
The Trustee shall disburse moneys on deposit in the Project
Fund from time to time to pay or as reimbursement for payment
made for the TGT Eligible Expenses (other than Costs of
Issuance), in each case within three Business Days after receipt
by the Trustee of written disbursement requests of the Owner
properly completed in all respects and in substantially the form
of Exhibit D hereto, signed by the Authorized Owner
Representative and approved by the Authorized Issuer
Representative, following satisfaction of all requirements of
the Development Agreement for disbursal.

(Emphases added.) In turn, Exhibit D requires that the requestor certify that “no Event of
Default under the Development Agreement has occurred and is continuing and no event or

3 Minnesota courts follow a similar approach with respect to contract interpretation.
See, e.g., Staffing Specifix, Inc. v. TempWorks Mgmt. Servs., 913 N.W.2d 687, 692 (Minn.
2018).
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condition has occurred which, with notice or passage of time or both, would constitute an
Event of Default under the Development Agreement.” (Emphasis added.) Indeed, the third
cost certification included a provision in which the developer certified that “the Developer
is in compliance, in all material respects, with all further terms of the [Development]
Agreement.” Section 403(b) additionally includes a provision stating that “the Trustee may
rely upon such written requests and accompanying certificates and statements and shall not
be required to make any independent investigation in connection therewith.”
The district court determined that UMB, as trustee, was justified in not paying the
third costs certification regardless of whether there was an event of default because One10
could not truthfully certify that “no event or condition has occurred which, with notice [or]
passage of time or both, would constitute an Event of Default under the Development
Agreement.” The district court reasoned that One10 could not truthfully make this
certification because there was “no Construction Loan, the Hotel Project was suspended,
and One10 had not articulated a plan to obtain the financing necessary to complete the
Hotel Project by the performance milestone of July 1, 2021.” Although the district court
noted that section 403(b) allows the trustee to rely on written requests and certificates, such
as the third cost certification, it determined that this permissive language does not require
the trustee to rely on “patently false” certifications.
Irrespective of whether the contract is ambiguous or unambiguous, the district court
did not err under the less deferential de novo standard, which is applied to unambiguous
contracts, in determining that UMB is not required to pay the third cost certification
regardless of whether an event of default had occurred because the indentures provide the
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trustee with discretion to withhold payment in this situation. Section 403(b) of the
indentures require that the certification must be “properly completed in all respects.”
“Proper,” as UMB notes, means “[a]ppropriate, suitable, fit, right or correct; according to
the rules.” Black’s Law Dictionary 1472 (12th ed. 2024) (defining proper). In carrying out
this requirement, section 403(b) states that the trustee “may rely upon such written requests
and accompanying certificates.” (Emphasis added.) The use of the permissive word “may”
indicates that the trustee retains discretion to independently inquire into whether the
certification was properly completed. See Welsch v. Trivestco Energy Co., 221 P.3d 609,
615 (Kan. Ct. App. 2009) (holding that, as a general rule, “may” relates to permissive
conduct), rev. denied (Kan. Dec. 7, 2010). As UMB notes, courts are to avoid interpreting
a contract in a way that renders a term meaningless.
LDF Food Grp. v. Liberty Mut. Fire Ins., 146 P.3d 1088, 1095 (Kan. Ct. App. 2006).
Therefore, the trustee had the discretion to determine that the third certification was not
completed substantially in the form of Exhibit D, which in turn required certification that
no event has occurred that would become an event of default with passage of time.
4
Indeed, the record indicates that events existed that would become events of default
with the passage of time. Under the development agreement, an event of default includes

4 We note that there is a discrepancy between Exhibit D, which requires certification that
no event has occurred which “would constitute an Event of Default under the Development
Agreement,” and the language that appears in the third cost certification that One10
submitted, which merely includes a certification that the developer is materially compliant
with the development agreement. This discrepancy does not affect our analysis because an
event of default in the development agreement includes a lack of material compliance with
the development agreement.
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“failure or delay by either party to perform any term or provision of this Agreement, after
receiving written notice and failing to cure,” as well as a “breach by developer of the
representations and warranties set forth in this Agreement and failure to cure or correct the
same.” Multiple events existed that would be breaches of the development agreement with
notice and passage of time. First, because One10 was unable to secure a construction loan,
it failed to secure adequate funding, as required by section 401. Second, One10’s
suspension of the project and the expiration of the construction permit would, with passage
of time, violate the requirements set out in section 601 and the December 31, 2020 ,
completion date set out in Exhibit J. These delays would not be the type of event “outside
the reasonable control” contemplated as a permitted delay under section 102 of the
development agreement. Therefore, there are events that would, with notice or passage of
time, become events of default under the development agreement. The district court thus
properly determined that the trustee had the discretion to withhold the funds requested by
the third cost certification because, given that conditions existed that would become events
of default, One10 could not properly certify the third cost certification as required by
section 403(b) of the indentures.
Affirmed.