DAMHOF Dairy, 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This opinion is nonprecedential except as provided by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
A25-0583

DAMHOF Dairy,
Respondent,

vs.

Connie Stahnke, et al.,
Defendants,

Joan Blonigan Christianson,
Appellant.

Filed February 17, 2026
Affirmed
Ede, Judge

Kandiyohi County District Court
File No. 34-CV-24-302

Isak P. Hawkinson, Christina C. Hopke, Rinke Noonan, Ltd., St. Cloud, Minnesota (for
respondent)

William S. White, Martin Carlson, Dallas W. Hayden (certified law student practitioner),
Business and Estate Planning Analytics, PLLC, Minneapolis, Minnesota (for appellant)

Considered and decided by Johnson, Presiding Judge; Ross, Judge; and Ede, Judge.
NONPRECEDENTIAL OPINION
EDE, Judge
This appeal arises from a lawsuit by respondent Damhof Dairy against appellant
Joan Blonigan Christianson and defendants Connie Stahnke, Colleen M. Frost, and Caren
2
B. Carlson (the Frost sisters). 1 The lawsuit concerns a right of first refusal (ROFR) that
Damhof Dairy entered into with the Frost sisters’ mother (mother)— who has since passed
away—concerning real property that mother owned in Kandiyohi County. After their
mother’s death and notwithstanding the ROFR, the Frost sisters entered into a purchase
agreement to sell the property to Christianson. As relevant here, Damhof Dairy sued the
Frost sisters for breach of contract, among other claims. Christianson filed several
counterclaims against Damhof Dairy, including a request for declaratory judgment that the
ROFR does not bind the Frost sisters. Damhof Dairy moved for summary judgment in its
favor, including on its breach-of-contract claim against the Frost sisters. Christianson
moved for summary judgment in her favor, including on her declaratory-judgment claim
against Damhof Dairy. The district court granted summary judgment for Damhof Dairy on
its breach-of-contract claim against the Frost sisters and denied Christianson’s motion for
summary judgment.
In this appeal from the resulting final judgment, Christianson challenges the district
court’s decision to deny her motion for summary judgment, asserting that the district court
erred in determining that Minnesota Statutes section 500.20, subdivision 2a (2024), did not
invalidate the ROFR 30 years after its creation and that the ROFR bound the Frost sisters.
Because we conclude that Christianson is not a third-party beneficiary of the ROFR and
therefore has no legal basis to challenge the enforceability of the ROFR against the Frost
sisters, we affirm.

1 The Frost sisters did not file a notice of appeal and have neither joined nor otherwise
participated in this appeal by Christianson.
3
FACTS
The following summary of undisputed facts derives from the record of the
underlying proceedings and the stipulated findings set forth in the district court’s
summary‑judgment order.
In 1992, mother executed and recorded an ROFR in favor of Damhof Dairy relating
to the property, which she owned. Among other things, the ROFR provides: that “if
[mother] desires to sell the . . . property, she will so inform [Damhof Dairy] and offer to
sell said property to [Damhof Dairy] for a mutually agreeable price”; that mother “will
enter good faith negotiations with [Damhof Dairy] to arrive at a mutually agreeable price”;
and that the ROFR “shall . . . be binding upon [mother], her heirs and assigns.”
In 2005, mother executed and recorded a quitclaim deed conveying the property,
“together with all hereditaments and appurtenances belonging thereto,” to the Frost sisters.
mother reserved a life estate in the property for herself. She passed away in 2009.
In 2024, the Frost sisters, as sellers, and Christianson, as buyer, executed a purchase
agreement for the property. The Frost sisters did not negotiate the sale of the property with
Damhof Dairy before they executed the purchase agreement with Christianson. After
executing the purchase agreement and before the scheduled closing date, the Frost sisters
learned of the existence of the ROFR when they received a copy of a commitment for title
insurance relating to the property. Although the Frost sisters did not deliver a copy of their
purchase agreement with Christianson to Damhof Dairy, they later authorized Damhof
Dairy to obtain a copy from the title company that was overseeing the transaction. Because
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of a “cloud on title” arising from the ROFR, the sale of the property to Christianson did
not close.
Damhof Dairy sued the Frost sisters for breach of contract and sought specific
performance of the ROFR. In its amended complaint, Damhof Dairy asserted additional
claims against the Frost sisters and Christianson. The Frost sisters filed an answer asserting
a counterclaim against Damhof Dairy for declaratory judgment that the ROFR neither
binds them nor encumbers the property. In their answer, the Frost sisters asserted certain
other counterclaims against Damhof Dairy. And in her answer, Christianson maintained
counterclaims against Damhof Dairy, including one for declaratory relief that Damhof
Dairy’s “claims . . . against [her] . . . are without merit.”2
The parties cross-moved for summary judgment. Damhof Dairy requested summary
judgment in its favor on its breach-of-contract claim against the Frost sisters. Despite their
counterclaim against Damhof Dairy for declaratory judgment that the ROFR neither binds
them nor encumbers t he property, the Frost sisters explicitly took no position on the
enforceability of the ROFR in their written submissions and oral arguments in support of
their summary-judgment motion. Instead, they asked the district court to “determine if the
ROFR remains valid and operative” and to enter an appropriate order resolving the dispute

2 Damhof Dairy’s additional claims against the Frost sisters and Christianson are not
addressed in parties’ arguments on appeal. The same is true for the counterclaims by the
Frost sisters and Christianson against Damhof Dairy that are not specifically enumerated
in the text above. We therefore do not consider these irrelevant claims and counterclaims
in our analysis.
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based on that determination. And Christianson requested that the district court grant
summary judgment in her favor on her declaratory-judgment counterclaim.
Following a hearing, the district court granted Damhof Dairy’s motion for summary
judgment on its breach-of-contract claim against the Frost sisters. The district court
determined that the ROFR “is valid and operative and shall be given its full legal effect.”
Thus, the district court ordered the Frost sisters to “grant . . . Damhof Dairy the right to
purchase the property.” And the district court denied the Frost sisters’ and Christianson’s
motions for summary judgment.
Christianson appeals.
DECISION
As mentioned above, this is an appeal from the final judgment that followed the
district court’s grant of summary-judgment for Damhof Dairy on its breach-of-contract
claim against the Frost sisters and the court’s denial of Christianson’s motion for summary
judgment. Christianson challenges the district court’s decision to deny her summary-
judgment motion.3 She asserts that the district court erred in determining that Minnesota
Statutes section 500.20, subdivision 2a, did not invalidate the ROFR 30 years after its
creation and that the ROFR bound the Frost sisters. Damhof Dairy counters that, among
other things, Christianson cannot challenge the enforceability of the ROFR against the

3 “On appeal from a judgment, this court may review any order involving the merits or
affecting the judgment. Minn. R. Civ. App. P. 103.04. Although an order denying summary
judgment is not appealable, it may be reviewed as part of an appealable judgment.” Schoer
v. W. Bend Mut. Ins., 473 N.W.2d 73, 75 (Minn. App. 1991).
6
Frost sisters because she is neither a party to the contract nor a third -party beneficiary of
it.4 We agree with Damhof Dairy.
“Summary judgment is appropriate when ‘there is no genuine issue as to any
material fact and the movant is entitled to judgment as a matter of law.’” Great Nw. Ins. v.
Campbell, 24 N.W.3d 256, 261 (Minn. 2025) (quoting Minn. R. Civ. P. 56.01). “On appeal,
[appellate courts] determine whether there are any genuine issues of material fact that
preclude summary judgment and whether the district court properly applied the law.” Id.
Appellate courts “review a district court’s summary judgment decision de novo.” Id. When

4 Christianson argues that Damhof Dairy forfeited its appellate argument that she cannot
challenge the enforceability of the ROFR by failing to raise this issue before the district
court. This argument is unavailing. In their written submissions and oral arguments in
support of their summary-judgment motion before the district court, the Frost sisters
expressly took no position on the enforceability of the ROFR, a contract to which it is
undisputed that Christianson is not party. Indeed, the Frost sisters merely asked the district
court to “determine if the ROFR remains valid and operative” and to enter an appropriate
order resolving the dispute based on that determination. The district court granted summary
judgment for Damhof Dairy on its breach- of-contract claim against the Frost sisters,
determining that the ROFR was enforceable against them. Because the Frost sisters did not
challenge the enforceability of the ROFR at summary judgment before the district court
and have neither appealed nor joined this appeal, they are not a proper party to this appeal
and we will not consider any arguments on their behalf to reverse the court’s grant of
summary judgment for Damhof Dairy on its breach-of-contract claim against them. Cf.
Nash v. Allen, 392 N.W.2d 244, 247 (Minn. App. 1986) (“The Commissioner of Human
Services, although a party below, did not file a notice of appeal or join in the county’s
appeal. The Commissioner is not a proper party to this appeal. See Minn. R. Civ. App. P.
103. We will not consider those issues raised solely by the Commissioner.”), rev. denied
(Minn. Oct. 22, 1986). Moreover, in the district court, the parties whom the court
determined were bound by the ROFR sought a ruling from the court on the ROFR’s
enforceability. But on appeal, only Christianson—who is undisputedly not a party to the
ROFR—challenges the district court’s summary-judgment decision. We therefore
conclude that Damhof Dairy did not forfeit its appellate argument that Christianson cannot
challenge the enforceability of the ROFR because it concerns an issue that was not squarely
presented until this appeal solely by Christianson and without the participation of the Frost
sisters.
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“the material facts are not in dispute ” and “the only questions . . . [on appeal] are the
interpretation of . . . contracts,” appellate courts review those questions of law de novo. Id.
“Generally, a stranger to a contract does not have rights under the contract, but an
exception exists if a third party is an intended beneficiary of the contract.” Hickman v.
SAFECO Ins. of Am., 695 N.W.2d 365, 369 (Minn. 2005); N. Nat’l Bank of Bemidji v. N.
Minn. Nat’l Bank of Duluth, 70 N.W.2d 118, 123 (Minn. 1955) (“As a general rule,
strangers to a contract acquire no rights under such a contract. A well-recognized exception
to this rule has grown up under our law known as the doctrine of third-party beneficiary
contracts.” (citations omitted)). The Minnesota Supreme Court has “adopted the intended
beneficiary approach of the Restatement (Second) of Contracts,” Hickman, 695 N.W.2d at
369, which states:
(1) Unless otherwise agreed between promisor and promisee,
a beneficiary of a promise is an intended beneficiary if
recognition of a right to performance in the beneficiary is
appropriate to effectuate the intention of the parties and either

(a) the performance of the promise will satisfy an
obligation of the promisee to pay money to the
beneficiary [duty owed test]; or

(b) the circumstances indicate that the promisee intends
to give the beneficiary the benefit of the promised
performance [intent to benefit test].

(2) An incidental beneficiary is a beneficiary who is not an
intended beneficiary.

Restatement (Second) of Contracts § 302 (Am. L. Inst. 1979); see also Caldas v. Affordable
Granite & Stone, Inc. , 820 N.W.2d 826, 832 (Minn. 2012) (“We have adopted the
Restatement (Second) of Contracts § 302 (1981) to determine whether a beneficiary of a
8
promise is an intended beneficiary with legal rights under a contract or merely an incidental
beneficiary with no legal rights.”), superseded by statute, 2013 Minn. Laws ch. 27, § 1, at
122–23 (codified at Minn. Stat. § 181.13 (Supp. 2013)); Cretex Companies, Inc. v. Constr.
Leaders, Inc., 342 N.W.2d 135, 139 (Minn. 1984) (“We hereby adopt the intended
beneficiary approach outlined in Restatement (Second) of Contracts § 302 (1979).”).
A third party has rights under a contract “if recognition of third-party beneficiary
rights is appropriate and either the duty owed test or the intent to benefit test is met.”
Hickman, 695 N.W.2d at 369–70 (footnote omitted) (quotation omitted). But a person who
meets neither test is an incidental beneficiary with no rights under the contract. Id. at 370.
Appellate courts read contracts “in light of all the surrounding circumstances” to
“ascertain[] the parties’ intent to benefit a third person.” Id. (footnote omitted).
We conclude that Christianson has no legal rights under the ROFR —including the
right to challenge its enforceability—because she does not meet either the duty-owed test
or the intent-to-benefit test. See id. Christianson does not meet the duty-owed test because
performance of the ROFR will not satisfy an obligation in her favor. See id. In other words,
performance of the ROFR does not discharge a duty that Damhof Dairy owes Christianson.
See Cretex, 342 N.W.2d at 138 (explaining that, under the duty-owed test, “the promisor’s
performance under the contract must discharge a duty otherwise owed the third party by
the promisee”). And Christianson does not meet the intent-to- benefit test. There is no
reference to her in the ROFR and the circumstances do not indicate any intention to give
her the benefit of the promised performance— an offer to sell the property to Damhof Dairy
for a mutually agreeable price. See Hickman, 695 N.W.2d at 369; see also 614 Co. v.
9
Minneapolis Cmty. Dev. Agency, 547 N.W.2d 400, 410 (Minn. App. 1996) (explaining that,
although “the absence of the third party’s name [in a contract] does not preclude a finding
of intent to benefit a third party if the circumstances show otherwise, ” in general, “when
there is no reference to the third party in the contract, there is no intent to benefit the third
party” (quotation and citations omitted)); Julian Johnson Const. Corp. v. Parranto, 352
N.W.2d 808, 811 (Minn. App. 1984) (explaining that a person “may establish third party
beneficiary rights by showing that the parties to the contract intended to benefit [the person]
at the time they entered the contract”). Put differently, the ROFR does not express any
intent to benefit Christianson through contractual performance. See Cretex, 342 N.W.2d at
138 (explaining that, under the intent-to-benefit test, “the contract must express some intent
by the parties to benefit the third party through contractual performance”). Accordingly,
Christianson is at best an incidental beneficiary with no rights under the contract. Hickman,
695 N.W.2d at 370.
Christianson’s only response to the merits of Damhof Dairy’s contention that she
cannot challenge the enforceability of the ROFR is that she “was properly joined to this
action” under Minnesota Rule of Civil Procedure 20.01 and that she thus “was entitled to
assert the same claims, arguments, and defenses as any other party.” But Christianson cites
no authority for the proposition that joinder under rule 20.01 affords a stranger to a contract
the right to challenge the contract’s enforceability, and we are aware of none.
Based on the specific facts of this case and the arguments before us, Christianson
has not established a legal basis for her to challenge the enforceability of the ROFR. See
Hickman, 695 N.W.2d at 369; N. Nat’l Bank of Bemidji, 70 N.W.2d at 123; Caldas, 820
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N.W.2d at 832. We therefore decline to address Christianson’s arguments that subdivision
2a of Minnesota Statutes section 500.20 invalidated the ROFR 30 years after its creation
and that the ROFR did not bind the Frost sisters. With no other arguments before us, we
cannot conclude that the district court erred in granting Damhof Dairy’s motion for
summary judgment and in denying Christianson’s summary-judgment motion.
Affirmed.