Waseca County v. Minnesota Department of Transportation ( 2016 )


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  •                             This opinion will be unpublished and
    may not be cited except as provided by
    Minn. Stat. § 480A.08, subd. 3 (2014).
    STATE OF MINNESOTA
    IN COURT OF APPEALS
    A15-1850
    Waseca County, et al.,
    Appellants,
    vs.
    Minnesota Department of Transportation,
    Respondent.
    Filed June 27, 2016
    Affirmed
    Schellhas, Judge
    Steele County District Court
    File No. 74-CV-15-991
    Justin P. Weinberg, Jonathan P. Schmidt, W. Knapp Fitzsimmons, Briggs and Morgan,
    P.A., Minneapolis, Minnesota (for appellants)
    Lori Swanson, Attorney General, Stephen D. Melchionne, Assistant Attorney General, St.
    Paul, Minnesota (for respondent)
    Considered and decided by Schellhas, Presiding Judge; Peterson, Judge; and Reyes,
    Judge.
    UNPUBLISHED OPINION
    SCHELLHAS, Judge
    Appellants challenge the district court’s rule-12.02(e) dismissal of their complaint.
    We affirm.
    FACTS
    We set forth the facts as alleged in the complaint and its exhibits. See Walsh v. U.S.
    Bank, N.A., 
    851 N.W.2d 598
    , 601, 606 (Minn. 2014) (stating that, when reviewing the rule-
    12.02(e) dismissal of a complaint, “[appellate courts] accept the facts alleged in the
    complaint as true and construe all reasonable inferences in favor of the nonmoving party”).
    In December 2012, respondent Minnesota Department of Transportation (MnDOT)
    released to appellants Waseca County and Steele County (the counties) portions of Old
    Trunk Highway No. 14 (Old Highway 14) that were located in the counties. The counties
    initiated separate lawsuits, which were later consolidated, alleging, among other things,
    that MnDOT was not permitted to “revert [Old Highway 14] to the Counties without an
    agreement in place at the time of the reversion.”
    In January 2014, the counties and MnDOT executed a settlement agreement and
    release. The settlement agreement requires MnDOT to perform certain work at its expense
    on several segments of Old Highway 14. As to Waseca County Segments 1, 3, and 5 and
    Steele County Segment 2 (subject highway segments), which are at issue in this case,
    MnDOT agreed to “reclaim to aggregate the existing shoulders.”1 And MnDOT agreed that
    all of its work would “be completed in accordance with applicable Minnesota Statutes,
    MnDOT Rules, and MnDOT [T]echnical Design Standards.”
    1
    “[A]ggregate” means “[t]he mineral materials, such as sand or stone, used in making
    concrete.” The American Heritage Dictionary of the English Language 33 (4th ed. 2006)
    [hereinafter American Heritage Dictionary].
    2
    In April 2015, the counties sued MnDOT, claiming that MnDOT-issued Technical
    Memorandum No. 12-12-TS-06 (technical memorandum) requires, “at least in part, paved
    shoulders” for the subject highway segments and alleging that MnDOT ignored the
    technical memorandum’s design requirements by instructing a third-party design engineer
    that the shoulders of the subject highway segments should be aggregate. The counties
    sought a declaratory judgment that the shoulders of the subject highway segments must be
    paved in accordance with the technical memorandum. MnDOT moved to dismiss the
    counties’ complaint for failure to state a claim on which relief can be granted. The district
    court granted MnDOT’s motion.
    This appeal follows.
    DECISION
    “When reviewing a case dismissed pursuant to Minn. R. Civ. P. 12.02(e) for failure
    to state a claim on which relief can be granted, the question before [an appellate] court is
    whether the complaint sets forth a legally sufficient claim for relief.” Hebert v. City of Fifty
    Lakes, 
    744 N.W.2d 226
    , 229 (Minn. 2008). “[Appellate courts] review de novo whether a
    complaint sets forth a legally sufficient claim for relief.” 
    Walsh, 851 N.W.2d at 606
    .
    Although “[appellate courts] accept the facts alleged in the complaint as true and construe
    all reasonable inferences in favor of the nonmoving party,” 
    id., “a legal
    conclusion in the
    complaint is not binding on [an appellate court],” Bahr v. Capella Univ., 
    788 N.W.2d 76
    ,
    80 (Minn. 2010).
    A pleading must “contain 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.” Minn. R. Civ.
    
    3 P. 8
    .01. “A claim is sufficient against a motion to dismiss for failure to state a claim if it is
    possible on any evidence which might be produced, consistent with the pleader’s theory,
    to grant the relief demanded.” 
    Walsh, 851 N.W.2d at 603
    .
    In this case, the district court dismissed the counties’ complaint, concluding that
    “the plain and unambiguous language of the [settlement agreement] requires only that
    [MnDOT] reclaim the shoulder of the [subject highway segments] to aggregate.” The
    counties argue that the district court erred in its interpretation of the settlement agreement
    because the agreement incorporates MnDOT’s technical design standards and those
    standards require paved shoulders on the subject highway segments. “In deciding a motion
    to dismiss, [a] court ‘may consider the entire written contract when the complaint refers to
    the contract and the contract is central to the claims alleged.’” Baker v. Best Buy Stores,
    LP, 
    812 N.W.2d 177
    , 180 (Minn. App. 2012) (quoting In re Hennepin Cty. 1986 Recycling
    Bond Litig., 
    540 N.W.2d 494
    , 497 (Minn. 1995)), review denied (Minn. Apr. 25, 2012).
    A settlement agreement is a contract, and [appellate courts]
    review the language of the contract to determine the intent of
    the parties. When the language is clear and unambiguous,
    [appellate courts] enforce the agreement of the parties as
    expressed in the language of the contract. But if the language
    is ambiguous, parol evidence may be considered to determine
    intent. Whether a contract is ambiguous is a question of law
    that [appellate courts] review de novo. The language of a
    contract is ambiguous if it is susceptible to two or more
    reasonable interpretations.
    Dykes v. Sukup Mfg. Co., 
    781 N.W.2d 578
    , 581–82 (Minn. 2010) (citations omitted).
    4
    Paragraph 2 of the settlement agreement describes the “Work” or “Project” that
    MnDOT agreed to complete, at its expense, on several segments of Old Highway 14. As
    to the subject highway segments, paragraph 2A provides:
    MnDOT agrees to complete highway preservation work as
    follows: mill of up to 4[ inches] (including appropriate
    patching), and pave a 5[-inch] unbonded concrete overlay with
    a width of 24[ feet] consistent with MnDOT Rules and
    Technical Design Specifications (construction means and
    methods will, at a minimum, satisfy the requirements of
    MnDOT’s State-Aid Rules), in the above-referenced sections,
    as shown in attached Exhibit D. MnDOT will reclaim to
    aggregate the existing shoulders.
    (Emphasis added.) Exhibit D to the settlement agreement contains five diagrams of the four
    subject highway segments; each diagram shows a point at which to “RECLAIM TO AGG
    SHOULDER.” And the notes to Exhibit D state, “NEW CLASS 2 SHOULDER
    AGGREGATE BASE WHICH WILL CONSIST OF RECLAIMED BITUMINOUS
    SHOULDERS TO BE UTILIZED TO BRING NEW SHOULDERS FLUSH WITH NEW
    CONCRETE SURFACE.”2
    Paragraph 9 of the settlement agreement provides that “[a]ll of MnDOT’s Work will
    be completed in accordance with applicable Minnesota Statutes, MnDOT Rules, and
    MnDOT [T]echnical Design Standards.” The counties argue that paragraph 2A requires,
    “at a minimum,” that MnDOT restore the shoulders of the subject highway segments to
    2
    “[B]ituminous” means “[l]ike or containing bitumen,” which is “[a]ny of various
    flammable mixtures of hydrocarbons and other substances, occurring naturally or obtained
    by distillation from coal or petroleum, that are a component of asphalt and tar and are used
    for surfacing roads and for waterproofing.” American Heritage 
    Dictionary, supra, at 189
    .
    5
    aggregate but that paragraph 9 incorporates the technical memorandum and requires
    MnDOT to pave the shoulders on the subject highway segments. We are not persuaded.
    First, the specific terms of the settlement agreement govern over the general terms
    of the agreement. See Burgi v. Eckes, 
    354 N.W.2d 514
    , 519 (Minn. App. 1984) (stating
    that “the specific in a writing governs over the general”); see also Egner v. States Realty
    Co., 
    223 Minn. 305
    , 314, 
    26 N.W.2d 464
    , 470 (1947) (stating, when interpreting a contract,
    that “the definite prevails over the indefinite”). We conclude, as did the district court, that
    the language in paragraph 2A of the settlement agreement—that “MnDOT will reclaim to
    aggregate the existing shoulders”—is more specific than the general language in paragraph
    9, which incorporates MnDOT’s rules and design standards. (Emphasis added.)
    Second, the purpose of the technical memorandum is “to update the MnDOT
    shoulder width design criteria,” which “will provide for more design flexibility in roadway
    shoulder design.” MnDOT recognized in the technical memorandum that “[m]any state
    transportation departments have been turning to flexible design as a solution to resolving
    various transportation challenges” and that “[t]he benefits of flexible design allow for a
    greater sensitivity to the design needs of multiple travel modes, the local community, and
    the surrounding environment.” Nothing in the technical memorandum requires rigid
    adherence to the “[g]uidelines” that it provides.
    The counties also argue that paragraph 2A and paragraph 9 conflict, resulting in
    ambiguity as to the parties’ intent. “Where there is an apparent conflict between two clauses
    or provisions of a contract, it is the court’s duty to find harmony between them and to
    reconcile them if possible.” Oster v. Medtronic, Inc., 
    428 N.W.2d 116
    , 119 (Minn. App.
    6
    1988) (citing Lawton v. Joesting, 
    96 Minn. 163
    , 167, 
    104 N.W. 830
    , 832 (1905)).
    “[Appellate courts] are to interpret a contract in such a way as to give meaning to all of its
    provisions.” Brookfield Trade Ctr., Inc. v. Cty. of Ramsey, 
    584 N.W.2d 390
    , 394 (Minn.
    1998); see also Chergosky v. Crosstown Bell, Inc., 
    463 N.W.2d 522
    , 526 (Minn. 1990)
    (stating that “[appellate courts] will attempt to avoid an interpretation of the contract that
    would render a provision meaningless”). “[Appellate courts] construe a contract as a whole
    and attempt to harmonize all clauses of the contract.” 
    Chergosky, 463 N.W.2d at 525
    ; see
    also 
    Burgi, 354 N.W.2d at 518
    (“Terms in a contract should be read together and
    harmonized where possible.” (citing Country Club Oil Co. v. Lee, 
    239 Minn. 148
    , 151–52,
    
    58 N.W.2d 247
    , 249 (1953))).
    Paragraph 2A clearly and unambiguously provides that “MnDOT will reclaim to
    aggregate the existing shoulders.” We conclude that to read paragraph 9 as requiring
    MnDOT to pave the shoulders of the subject highway segments would render meaningless
    the quoted language from paragraph 2A. “[The supreme court] ha[s] consistently stated
    that when a contractual provision is clear and unambiguous, courts should not rewrite,
    modify, or limit its effect by a strained construction.” Valspar Refinish, Inc. v. Gaylord’s,
    Inc., 
    764 N.W.2d 359
    , 364–65 (Minn. 2009). We therefore harmonize paragraph 2A and
    paragraph 9 by reading paragraph 2A as establishing the scope of MnDOT’s work under
    the settlement agreement and paragraph 9 as providing guidance as to the manner in which
    the agreed-upon work will be performed if not otherwise set forth by the parties in
    paragraph 2.
    7
    We conclude that the clear and unambiguous language of the settlement agreement
    precludes the relief demanded by the counties and that the counties’ complaint therefore is
    legally insufficient. See 
    Walsh, 851 N.W.2d at 603
    (“A claim is sufficient against a motion
    to dismiss for failure to state a claim if it is possible on any evidence which might be
    produced, consistent with the pleader’s theory, to grant the relief demanded.”). The district
    court did not err in dismissing the complaint for failure to state a claim on which relief can
    be granted.
    Affirmed.
    8