Jeffrey H Landon, et al., Appellants,

This opinion is nonprecedential except as provided by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
A25-2050

Jeffrey H Landon, et al.,
Appellants,

vs.

JBS Holdings, LLC a/k/a JBS Holding LLC,
Respondent.

Filed July 27, 2026
Affirmed
Reilly, Judge*

Crow Wing County District Court
File No. 18-CV-23-3149

Stephen A. Ling, Luke J. Wolf, Spencer Fane, LLP, Minneapolis, Minnesota (for
appellants Jeffrey and Sandra Landon)

Yury Suponitsky, ATD Law Firm, PLLC, Plymouth, Minnesota (for respondent)

Considered and decided by Reyes, Presiding Judge; Bratvold, Judge; and Reilly,
Judge.
NONPRECEDENTIAL OPINION
REILLY, Judge
Appellants challenge the district court’s order dismissing their quiet-title action
against respondent, arguing that the district court erred in finding that appellants released

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
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all claims arising from a foreclosure. They also assert that the foreclosure sale did not
comply with Minnesota law. Because the district court did not err in determining that
appellants released their claims against respondent, we affirm.
FACTS
This case arises from the foreclosure of real property located in Nisswa. Appellants
Jeffrey Landon and Sandra Landon executed a mortgage on the property in favor of The
Money Man, LLC. 1 The Landons later defaulted on the mortgage. Money Man
commenced a mortgage foreclosure sale by advertisement. The published notice of
foreclosure stated that the sale was scheduled for January 26, 2023.
On February 4, 2023, Money Man published a notice of postponement, continuing
the foreclosure sale until March 7, 2023, at 10:00 a.m. The notice of mortgage foreclosure
sale and the help for homeowners in foreclosure notice listed the amount due on the
mortgage as $258,365.
The affidavit of service showed that the notice of foreclosure was served on the
Landons’ attorney on February 6, 2023. The Landons were not personally served with the
notice, and Sandra stated that she did not authorize service to be made on her attorney.
On or about March 6, 2023—the day before the foreclosure sale —the Landons
requested a reinstatement amount from Money Man’s attorney. Money Man replied that
the amount needed to reinstate the mortgage was $16,815.14. That same day, around
4:27 p.m., the Landons sent the funds to Money Man via wire transfer.

1 Because the Landons share the same surname, we refer to each of them by their first
names when describing their individual actions.
3
On the morning of March 7, 2023 —the day of the foreclosure sale —the Landons’
attorney emailed Money Man’s attorney stating that the mortgage was reinstated via the
wire transfer and asking for confirmation that the foreclosure sale would not procced as
scheduled. The Landons did not receive written confirmation that the mortgage had been
reinstated or that the sale would be stopped. Sandra called the sheriff’s office that morning,
but it could not verify whether the money had been received. The sale went forward as
scheduled.
Respondent JBS Holdings, LLC a/k/a JBS Holding LLC attended the sale and
purchased the property. The sheriff’s certificate of sale stated that the sale took place on
March 7, 2022, but is dated March 7, 2023 elsewhere in the document. The certificate of
sale included notice that the redemption period was six months and would expire on
September 7, 2023. During the six months following the sale, the Landons did not attempt
to pay JBS Holdings, nor did they attempt to redeem the property.
Sandra had additional dealings with Money Man related to a lease agreement for a
commercial property located in Minnetonka. The lease agreement was entered into in
March 2022 and was signed by Sandra personally and as the sole member of Summit
Development LLC.2
On March 20, 2023, Sandra, individually and on behalf of Summit Development,
executed an amendment to the lease agreement. The tenants of the commercial property,
which included Sandra, were behind on payments and owed about $20,475. Jeffrey was

2 Sandra is also the sole member of Capital Builders, LLC, a building and construction
company.
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not a party to the lease agreement, nor was he a named party in the amendment. But Jeffrey
signed sections 2 and 3 of the amendment.
Section 2 of the amendment acknowledges that the Landons made a payment to
Money Man for $16,851.14 on March 6, 2023, and stated that the funds would be applied
to the outstanding amount owed on the leased property.
Section 3 of the amendment included a mutual release of claims, which stated the
following:
Mutual Release of Claims. Upon complete execution of this
Agreement, the Parties, Capital Builders, LLC, and Jeffrey
Landon, each hereby absolutely and unconditionally release,
acquit, and forever discharge each other as well as their current
and former affiliates, subsidiaries, predecessors, successors,
assigns, directors, officers, shareholders, employees, attorneys,
agents, members, insurers, other representatives, and/or heirs,
of and from any and all claims, disputes, demands, actions,
suits, contracts, debts, agreements, damages (including
attorneys’ fees) judgments, executions, costs, expenses and
other liabilities whatsoever, whether liquidated or
unliquidated, absolute or contingent, that were or could have
been asserted against each other through the date of this
Amendment including, but not limited to, any and all claims
arising under statute, tort, contract and/or quasi-contract law,
including but not limited to claims of breach of an expressed
or implied contract, tortious interference with contract or
prospective business advantage, breach of the covenant of
good faith and fair dealing, promissory estoppel, detrimental
reliance, invasion of privacy, nonphysical injury, personal
injury or sickness or any other harm, wrongful or retaliatory
discharge, fraud, defamation, slander, libel, false
imprisonment, negligent or intentional infliction of emotional
distress, any and all claims for monetary or equitable relief, and
any and all claims asserted or that could have been asserted in
any lawsuit or on appeal. The purpose of this clause is to
release all claims to the fullest extent possible under the law.
Capital Builders, LLC and Jeffrey Landon, by executing this
Amendment, acknowledge and agree that they have received
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good and valuable consideration in connection with this
Amendment and stand to benefit from the same.

JBS Holdings was not a party to the amendment nor was any reference made to JBS
Holdings in it.
The Landons brought a wrongful foreclosure and quiet-title action against JBS
Holdings in district court, arguing that defects in the foreclosure sale rendered the sheriff’s
certificate of sale void.
Following a court trial, the district court found that the Landons executed a broad
release of all claims existing as of March 20, 2023, including claims arising out of the
foreclosure proceeding, against Money Man. The district court further found that, by
entering into the amendment, the Landons were “barred from attacking defects in the
foreclosure sale against a third-party purchaser [JBS Holdings] who was known at the time
that the release of claims was signed.” Based on these findings, the district court dismissed
the Landons’ claims with prejudice.
The Landons appeal.
DECISION
In this appeal, the Landons argue that the district court erred because (1) the release
signed with Money Man does not extend to JBS Holdings and (2) the foreclosure sale did
not comply with Minnesota law. As a result, the Landons contend that the foreclosure sale
is void and the conveyance to JBS Holdings is invalid.
“On appeal from judgment following a court trial, this court reviews whether the
district court’s findings were clearly erroneous and whether the district court erred as a
6
matter of law.” In re Distrib. of Att’y’s Fees between Stowman L . Firm, P.A. & Lori
Peterson L. Firm, 855 N.W.2d 760, 761 (Minn. App. 2014), aff’d, 870 N.W.2d 755 (Minn.
2015). A finding is clearly erroneous if it is “manifestly contrary to the weight of the
evidence or not reasonably supported by the evidence as a whole.”
In re Civ. Commitment of Kenney, 963 N.W.2d 214, 221 (Minn. 2021) (quotation omitted).
“We review issues of law de novo.” Stowman L. Firm, 855 N.W.2d at 761.
I. The district court did not err in determining that the release the Landons
signed with Money Man also released claims against JBS Holdings.

The Landons argue that the lease amendment is unambiguous and applies only to
claims between the mselves and Money Man. The Landons further assert that the only
evidence presented at trial establishes that the parties did not intend to release JBH
Holdings as part of the lease amendment. We disagree.
“The primary goal of contract interpretation is to determine and enforce the intent
of the parties.” Motorsports Racing Plus, Inc. v. Arctic Cat Sales, Inc., 666 N.W.2d 320,
323 (Minn. 2003). When “there is a written instrument, the intent of the parties is
determined from the plain language of the instrument itself.”
Travertine Corp. v. Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 2004) . “When
the language is clear and unambiguous, [appellate courts] enforce the agreement of the
parties as expressed in the language of the contract” and “do not rewrite, modify, or limit
its effect by a strained construction.” Storms, Inc. v. Mathy Const. Co., 883 N.W.2d 772,
776 (Minn. 2016) (quotations omitted). A court interprets a release in the same manner it
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interprets any other contract. Curtis v. Altria Grp., Inc., 813 N.W.2d 891, 901 (Minn.
2012).
“Interpretation of unambiguous contracts is a question of law for the court, as is the
determination that a contract is ambiguous.” Staffing Specifix, Inc. v. TempWorks Mgmt.
Servs., Inc., 913 N.W.2d 687, 692 (Minn. 2018). “The terms of a contract are ambiguous
if they are susceptible to more than one reasonable interpretation.” Id. “A contract’s terms
are not ambiguous simply because the parties ’ interpretations differ.” Id. “If the district
court determines that a contract is ambiguous, it may admit parol, or extrinsic, evidence of
the parties’ intent.” Id.
The release provides that:
[T]he Parties, Capital Builders, LLC, and Jeffrey Landon, each
hereby absolutely and unconditionally release, acquit, and
forever discharge each other . . . from any and all claims,
disputes, demands, actions, suits, contracts, debts, agreements,
damages (including attorneys’ fees) judgments, executions,
costs, expenses and other liabilities whatsoever . . . that were
or could have been asserted against each other through the date
of this Amendment including, but not limited to . . . any and all
claims asserted or that could have been asserted in any lawsuit
or on appeal. The purpose of this clause is to release all claims
to the fullest extent possible under the law.

The Landons focus on the phrase “against each other,” which they argue
demonstrates that they “only released claims against the other signatories to the
agreement”—Money Man. In contrast, JBS Holdings focuses on the phrase “any and all
claims asserted or that could have been asserted in any lawsuit or on appeal,” which it
argues is a comprehensive release that encompasses a quiet-title action challenging the
foreclosure process. We agree with JBS Holdings.
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Under Minnesota law, there is not “prescribed specific language that is required to
create a valid release of claims.” Curtis, 813 N.W.2d at 901-02. Rather, courts “examine
the language of a release on a case-by-case basis to assess its validity and effect.” Id. at
902. A release may encompass claims against nonparties to the release if the release
manifests an intent to do so and the claimant receives full compensation for the injury .
Dykes v. Sukup Mfg. Co., 781 N.W.2d 578, 582 (Minn. 2010).
In Curtis, consumers brought a class action lawsuit against Philip Morris alleging
that its cigarette marketing violated Minnesota’s consumer- protection statutes.
813 N.W.2d at 895. The supreme court held that these claims had been released by a prior
settlement agreement reached between Phillip Morris and the Minnesota Attorney General
related to “very similar” consumer-protection violations. Id. at 902-03. The supreme court
observed that the release language was “broad and comprehensive,” and concluded that it
released all claims that the State of Minnesota made, or could have made, in the state
lawsuit. Id. at 902. The supreme court further concluded that, because the claims asserted
in Curtis alleged violation of the same consumer-protection statutes arising from the same
misrepresentations, the claims were released as part of the settlement agreement. Id. at
903.
3

3 The consumers also argued that, because they were not parties to the settlement
agreement, it was therefore not binding on them. Id. at 904. But the supreme court
determined that the language of the agreement released any and all claims of the state
“whether directly, indirectly, representatively, derivatively or in any other
capacity,” against Philip Morris, and that the terms “representatively” and “derivatively”
encompassed the consumers right as private litigants to bring the consumer-protection
claims against Philip Morris. Id.

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Similarly, here, although the Landons’ action is brought against JBS Holdings, their
quiet-title claim is based on facts and similar claims that could have been brought in a
lawsuit against Money Man prior to executing the lease amendment. The outcome of the
Landons’ quiet-title claim, if they prevailed, would void the foreclosure sale and invalidate
the sheriff’s certificate of sale conveyed to JBS Holdings. The Landons’ requested relief
would essentially restore a mortgagor/mortgagee relationship between the Landons and
Money Man. This conflicts with the release, which stated that the Landons’ March 6
payment would not be applied to the foreclosure proceedings and instead would go toward
the outstanding balance on the leased property. The release unambiguously precluded the
Landons from bringing “any and all claims asserted or that could have been asserted in any
lawsuit or on appeal.”
In sum, because the defects alleged by the Landons occurred before March 20, 2023,
and because similar claims could have been asserted in a lawsuit against Money Man, the
release unambiguously prohibits the Landons from attempting to void the foreclosure sale
through a quiet-title action against JBS. Because the language is unambiguous, we need
not address the Landon’s arguments regarding the parties’ intent.
II. We need not reach the issue of whether the foreclosure proceeding strictly
complied with Minnesota law.

The Landons argue that we should remand to the district court with instructions to
enter judgment in their favor because the foreclosure proceeding did not strictly comply
with Minnesota law. Because we conclude that the release unambiguously prohibits the
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Landons from attempting to void the foreclosure sale through a quiet-title action against
JBS, we need not reach this issue.
Affirmed.