Leonard Simich, et al., Respondents,

This opinion is nonprecedential except as provided by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
A24-1429

Leonard Simich, et al.,
Respondents,

vs.

Harry P. Krampf, and all other persons unknown having or claiming an
interest in the property described in the Complaint herein,
Appellant.

Filed May 12, 2025
Affirmed
Ross, Judge

Carlton County District Court
File No. 09-CV-22-1444

Matthew H. Hanka, James B. Aird, Fryberger Law Firm, Duluth, Minnesota (for
respondents)

Harry P. Krampf, Lino Lakes, Minnesota (self-represented appellant)

Considered and decided by Ross, Presiding Judge; Bratvold, Judge; and Larson,
Judge.
NONPRECEDENTIAL OPINION
ROSS, Judge
This appeal concerns the propriety of the bidding process for and the validity of a
partition sale of a cabin on Hanging Horn Lake. Harry Krampf lost the closed-bid contest
to his former brother-in-law Leonard Simich after Simich’s bid exceeded Krampf’s by only
$3,000 and Simich boasted that he had known the amount of Krampf’s bid. Krampf urges
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us on appeal to order the district court to award the property to him because Simich’s bid
failed to account for septic-system regulations, Simich’s bid resulted from the improper
disclosure of Krampf’s bid, the district court made inadequate factual findings, the process
infringed on Krampf’s constitutional rights, and the district court improperly refused to
allow Krampf’s son to object to the sale. Because these arguments fail, we affirm.
FACTS
Lloyd Simich, who is now deceased, conveyed to each of his three adult children—
Leonard Simich, Deborah Krampf, and Pamela Poirier—a one-third interest in three
properties. The properties were a family cabin on Hanging Horn Lake in Carlton County
and two vacant wooded parcels that totaled about 31 acres. Deborah’s interest in the
properties passed to her husband Harry Krampf after she died in 2017. The relationship
between the three interest holders deteriorated, and in July 2022, Poirier and Simich sued
Krampf in district court seeking an order under Minnesota Statutes chapter 558 (2024) to
partition or sell the properties.
The district court appointed a partition referee to administer the sale of the cabin
parcel and established the process for the sale. That process required an appraisal to
determine the cabin’s value and established that the amount of the appraised value be the
minimum sale price. If a potential buyer submitted an acceptable offer, the referee would
then allow the three parties to bid against each other to purchase the property at or above
the offered amount. The district court directed a different disposition of the wooded parcels
not at issue in this appeal.
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The appraiser valued the cabin at $169,000, and the highest nonparty offer, which
was submitted by Krampf’s son Mark, was $185,000. The referee conferred with the parties
and established a procedure for their closed bids. That procedure included a mechanism
that would encourage robust bids, in that the referee would make a counteroffer to the
highest bidder at $1,000 over the second- highest bid. The referee’s procedure did not
require the parties to address issues related to the cabin’s septic system, which was not in
compliance with a county ordinance.
Krampf bid $300,000 and Simich bid $303,000. Krampf’s bid included a term
burdening the seller with the duty to make the septic system compliant, while Simich’s bid
did not. The referee filed a report in district court seeking confirmation of the sale to Simich
for $301,000, acknowledging his higher bid and including the counteroffer price at $1,000
over Krampf’s bid. Recognizing that Simich’s bid had not addressed the septic issue, the
referee’s report recommended that the district court approve the sale to Simich with terms
requiring the seller to fund a compliant septic system.
Krampf and his son Mark separately objected to the proposed sale. Krampf argued
that Simich’s bid was improper because it failed to address the septic issue, and both
suggested that Simich had cheated, unfairly learning the amount of Krampf’s confidential
bid before he made his own. Krampf submitted a video recording to support his foul-play
allegation. The recording depicts Simich and Mark interacting, with Simich responding to
Mark’s accusation that he had “cheated on the bid” by replying, “You fell for my trap . . . .
I knew exactly what you were bidding.” After Mark asked how he knew, Simich responded,
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“[That’s] for me to know and you to find out.” As the recording continues, it depicts Simich
denying that he knew Krampf’s bid but reiterating that Krampf had fallen into his “trap.”
Simich countered Krampf’s assertion that he had known of his bid beforehand,
submitting affidavits from the referee and the selling real-estate agent. The referee swore
that he had not disclosed any information about the parties’ offers other than to the agent
or to the parties’ counsel simultaneously, and the agent swore he had not disclosed any
information about the offers other than to the referee. Simich also submitted his own
affidavit denying having been tipped off by the referee or the agent. Simich’s counsel later
characterized Simich’s recorded statement of “I knew exactly what you were bidding” as
Simich’s educated guess based on a settlement discussion among the parties.
The district court conducted a hearing on Krampf’s objections to the proposed sale,
noting the parties’ acrimony and admonishing them sternly:
I think it’s an understatement that there is no love lost between
any of these people. If I could do this over again, what I would
have done is ordered the property sold to anybody except the
parties. I don’t know if that’s a possibility, but then there would
be none of this -- these allegations of leaks. This is not a
conspiracy situation. This is a cabin that doesn’t even have
running water [and] that’s possibly polluting a lake.

The district court denied the motion for Mark to join and denied Krampf’s request for
discovery. The district court rejected Krampf’s urging that it consider the video recording,
saying, “[W]hat they said to each other or their infighting I’m not going to consider.” The
district court entered judgment approving the sale of the cabin to Simich, including the
seller’s paying for septic-system compliance.
Krampf appeals.
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DECISION
Krampf appeals the district court’s judgment approving the cabin sale to Simich.
Co-owners of real estate may petition the district court to order the property’s partition or
sale. Minn. Stat. § 558.01 (2024). Although partition actions are authorized by statute, the
district court may “use its equitable powers to fill out the silent spaces in the partition
statutes.” Neumann v. Anderson, 916 N.W.2d 41, 48 (Minn. App. 2018) (quotation
omitted), rev. denied (Minn. July 17, 2018). The district court must give considerable
deference to the referee’s report of sale and view a motion to reject the referee’s findings
as it would a motion for a new trial. See id. at 51–52. Because we review motions for a new
trial under an abuse-of-discretion standard, Halla Nursery, Inc. v. Baumann-Furrie & Co.,
454 N.W.2d 905, 910 (Minn. 1990), we generally apply that standard as we review the
district court’s decision to deny Krampf’s objection to the referee’s proposed sale. But
Krampf includes specific legal challenges, and we review legal issues de novo within the
contexts of equitable relief and new-trial motions. Drewitz v. Motorwerks, Inc., 867
N.W.2d 197, 204 n.2 (Minn. App. 2015), rev. denied (Minn. Sept. 15, 2015); Halla
Nursery, 454 N.W.2d at 910. Applying these standards, for the following reasons we are
not persuaded to reverse.
Krampf rests his arguments on five grounds. He first contends that Simich’s bid was
invalid because it failed to address laws concerning septic systems. He argues second that
the district court erred by ignoring evidence related to the alleged fraudulent leak of
Krampf’s confidential bid. Krampf argues third that the district court’s findings are
inadequate. He argues fourth that he was denied his constitutional rights to due process and
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equal protection. And he argues fifth that the district court erred by refusing to allow Mark
to participate in the proceedings and object to the sale. We address each argument in turn.
I
Krampf argues that, because addressing septic -system compliance was a “material
term” for the eventual real-estate transaction, Simich’s bid was invalid. Our de novo review
leads us to reject Krampf’s septic-system argument.
Krampf cites Minnesota Statutes section 115.55 (2024) and Carlton County,
Minnesota, Code of Ordinances 30 (2010) to support his contention that the district court
misapplied the law by authorizing the sale based on Simich’s bid, which did not include a
term addressing septic- system compliance. His reliance on these laws is misplaced. The
statute and ordinance detail the physical requirements of septic systems generally, but they
do not expressly implicate the sale of property except in two relevant ways. The statute
places the burden on the buyer to pay the cost to bring a septic system into compliance if
the seller failed to disclose the status of the septic system at the time of the sale. Minn. Stat.
§ 115.55, subd. 6(c). And the county ordinance, as au thorized by subdivision 7 of the
statute, requires the seller of a noncompliant septic system to post security to cover the cost
of installing a complying system. Carlton County, Minn., Code of Ordinances 30, art. 8, §
2, subd. D. Neither of these laws supports Krampf’s contention that a potential buyer’s bid
or offer to purchase is invalid by virtue of its failure to address septic-system compliance.
Krampf also argues that Simich’s failure to consider the “material term” of the septic
system in his bid rendered the bid a legally deficient offer. Contracts indeed must include
all material terms to be enforceable. See King v. Dalton Motors, Inc., 109 N.W.2d 51, 52–
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53 (Minn. 1961). Krampf’s argument includes questionable assumptions. It assumes that
the cost of septic-system compliance is a material term of real-property sale contracts, and
it assumes that the referee’s bidding process required the parties to make offers that detailed
every material term. For our purposes, we can assume without deciding that those
assumptions are correct. Krampf’s argument nevertheless fails.
The argument fails because the law provides the allegedly erroneously omitted
material term. It is long settled that “[t]he existing statutes and the settled law of the land
at the time a contract is made become a part of it and must be read into it except where the
contract discloses an intention to depart therefrom.” Wm. Lindeke Land Co. v. Kalman, 252
N.W. 650, 653 (Minn. 1934). The septic-system statute and ordinance we have just
referenced establish the cost-allocation term missing from Simich’s bid. While Krampf’s
$300,000 bid expressly required the seller to cover the compliance cost, Simich’s bid
implicitly required the seller to cover the cost. And the referee incorporated this
requirement expressly into his counteroffer and recommendation to approve the sale. This
also had the effect of truly equalizing the bids consistent with the referee’s previously
articulated procedure where Krampf’s bid was effectively reduced by the cost of installing
the septic system.
Krampf includes an additional, confusing legal argument. He maintains that the sale
is illegal because it overlooks the duty of a life tenant to avoid waste and that the district
court permitted waste by approving a sale based on a bid that did not address the septic
system. But the life tenant Krampf references is deceased and not a party to the sale or to
this action. And the alleged duty to prevent waste, according to Krampf, passed to the
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property’s successors, which then would include Krampf himself . In any event, this
otherwise undeveloped argument has no apparent merit.
II
Krampf argues that the district court erred by ignoring evidence of fraud. He bases
this on his allegation that Simich was improperly informed of the amount of Krampf’s bid.
The district court rejected this argument, determining that the sale was “fairly conducted
and in full conformity with the law.” We apply the new-trial review standard as stated
above. See Halla Nursery, 454 N.W.2d at 910. Because the district court’s decision to adopt
the referee’s report recommending the sale is adequately supported by the record, we see
no abuse of discretion.
Krampf does not convince us that the district court erroneously accepted the
referee’s recommendation. A district court should not grant a new trial if “the
preponderance of the evidence fails to suggest clearly [referee] mistake, improper motive,
bias, or caprice or if there are no expressed and articulable reasons, based upon
demonstrable circumstances or events, which support a conclusion that injustice has been
done.” See Neumann, 916 N.W.2d at 52 (quotations omitted). Krampf suggests that the
district court failed to adequately consider the video he cited as evidence that Simich
admitted to having improperly learned the amount of Krampf’s bid. But at the hearing
Krampf’s counsel informed the district court of the substance of the video, emphasizing
Simich’s statement that he knew Krampf’s bid. The district court implicitly rejected the
conclusion that Krampf drew from Simich’s statements . Affidavit evidence from the
referee, the real-estate agent, and Simich filed with the court supports this rejection. We
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observe too that the statements in the video recording also support the district court’s
characterization as evidencing mere “infighting” rather than fraud. This is because
Simich’s statement that Mark “fell for [his] trap” mirrors Mark’s previous statements,
which were also submitted to the district court and that characterize Simich as a “rat”
caught in Mark’s “trap.”
It is true, as Krampf highlights, that Simich’s bidding only $3,000 above Krampf’s
bid at least invites speculation that Simich knew Krampf’s bid beforehand. And Krampf
argues on appeal that the record does not establish that any settlement discussion occurred
so as to support Simich’s attorney’s assertion that Simich’s bid reflected merely an
informed guess about Krampf’s bid. But the district court’s scheduling order required the
parties to complete alternative dispute resolution before mid-April 2023, providing some
support for the district court’s rejection of Krampf’s fraud assertions. We are satisfied that,
on balance, the district court’s decision rejecting Krampf’s procedural-impropriety
allegations is adequately supported by the record and does not reflect an abuse of
discretion.
Krampf maintains too that Simich should not be allowed to purchase the cabin
because he has “unclean hands,” evidenced again by the recording of him saying that he
knew of Krampf’s bid. It is true that the doctrine of unclean hands prohibits a party who
acts illegally or unconscionably from receiving equitable relief , Medtronic, Inc. v.
Advanced Bionics Corp., 630 N.W.2d 438, 450 (Minn. App. 2001), and it is true that the
district court declared that “there’s nobody here who’s got clean hands through this.” But
the district court immediately contextualized its declaration, explaining, “I mean,
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everybody doesn’t like each other.” We interpret these statements in context to mean that
the district court found the parties to be rancorous but not that it found, as a matter of its
power to grant equitable relief, that either party had acted with unclean hands.
Krampf makes additional arguments related to Simich’s conduct that do not warrant
relief. We reject his additional contentions that the sale should be invalidated because of
alleged fraud for the same reasons we have rejected the argument above. And we reject his
contention that he should have been allowed additional discovery to search for other
evidence of fraud because, given the district court’s broad discretion in discovery matters,
Underdahl v. Comm’r of Pub. Safety, 735 N.W.2d 706, 711 (Minn. 2007), Krampf’s mostly
unsupported speculation that additional evidence could substantiate his fraud claim does
not call the district court’s decision into serious question.
III
Krampf contends that the district court should have issued a memorandum better
describing its fact findings and legal conclusions. A district court order “does not permit
meaningful appellate review if it does not identify the facts that the district court has
determined to be true and the facts on which [its] decision is based.” In re Civ. Commitment
of Spicer, 853 N.W.2d 803, 811 (Minn. App. 2014). The district court’s order is sparse and
has little discussion or analysis. But the order also rests on oral findings, as contemplated
by court rules. See Minn. R. Civ. P. 52.01. Parties and appellate courts benefit from more
detailed fact findings and a more thorough discussion of legal issues than the district court
has provided here. But we cannot say that the district court’s written and oral statements
were too lacking for our appellate review.
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IV
Krampf argues that the referee’s and district court’s conduct violated his rights to
due process and equal protection. The argument appears for the first time on appeal, and
we generally decline to address even constitutional issues raised for the first time on appeal.
In re Welfare of C.L.L., 310 N.W.2d 555, 557 (Minn. 1981). We are unconvinced by
Krampf’s assertion that we can find these constitutional claims “inherently” among his
claims in the district court. We will therefore not address them on the merits.
V
We consider last Krampf’s argument that the district court treated his son, Mark, as
lacking standing to contest the district court’s approval of the referee’s recommended cabin
sale. Here again we do not consider the argument on the merits. This court rejected Mark’s
filings in this case because he was not a party in the district court and not an attorney of
record. Krampf does not purport to represent Mark on appeal, and Krampf, as a self-
represented appellant, could not represent Mark even if he sought to do so. See Minn. Stat.
§ 481.02, subd. 1 (2024). Krampf also does not demonstrate that he has a sufficient stake
in whether Mark is conferred status as a party. See Minn. Sands, LLC v. County of Winona,
940 N.W.2d 183, 192 (Minn. 2020). We therefore do not consider Krampf’s assertion that
the district court should have allowed Mark to join to challenge the sale.
Affirmed.