Maria F. Olson v. James Scott Kent Peoples National Bank of Mora ( 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  •                         This opinion will be unpublished and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
    A16-0221
    Maria F. Olson, et al.,
    Appellants,
    vs.
    James Scott Kent, et al.
    Defendants,
    Peoples National Bank of Mora,
    Respondent.
    Filed December 19, 2016
    Affirmed in part and reversed in part
    Rodenberg, Judge
    Isanti County District Court
    File No. 30-CV-13-716
    Frederic W. Knaak, Craig J. Beuning, Wayne B. Holstad, Holstad & Knaak, PLC, St. Paul,
    Minnesota (for appellants Maria F. Olson, Shannon Olson, and SSO, LLC)
    Vincent D. Louwagie, Steven C. Kerbaugh, Daniel R. Hall, Peter J. McElligott, Anthony
    Ostlund Baer & Louwagie P.A., Minneapolis, Minnesota (for respondent Peoples National
    Bank of Mora)
    Considered and decided by Halbrooks, Presiding Judge; Rodenberg, Judge; and
    Hooten, Judge.
    UNPUBLISHED OPINION
    RODENBERG, Judge
    Appellants Maria F. Olson, Shannon Olson, and SSO, LLC, appeal from a judgment
    in favor of respondent Neighborhood National Bank f/k/a People’s National Bank of Mora
    for $150,000 plus attorney fees for claimed breach of the parties’ earlier settlement
    agreement.1 Appellants also challenge the district court’s order denying appellant Maria
    Olson’s motion to vacate a settlement agreement that contained a conditional confession
    of judgment for that amount. We affirm in part and reverse in part.
    FACTS
    In   2010,   appellants   conveyed    two    properties   to    MNSilverCare,   Inc.
    (MNSilverCare), and James Scott Kent. The purchases were financed, in part, through
    loans provided by respondent. The sale of one of the properties included seller financing,
    and a promissory note for $164,500 was executed by MNSilverCare and James Scott Kent.
    At closing, the parties to the promissory note signed a Standby Creditor’s Agreement,
    acknowledging MNSilverCare’s $164,500 debt to appellants and that the agreement was
    entered into “[t]o induce [respondent] to make loans” to MNSilverCare. The agreement
    included terms requiring that appellants take no action to enforce MNSilverCare’s
    obligation to pay appellants without respondent’s approval, and that all future loans made
    by appellants to MNSilverCare would be subject to the terms of the Standby Creditor’s
    Agreement.
    1
    The settlement agreement was not signed by the parties, but it was placed into the record
    and accepted by the parties in open court, as discussed below.
    2
    In 2013, appellants sued Kent and MNSilverCare for breach of contract and unjust
    enrichment. Kent and MNSilverCare asserted an affirmative defense that the claims were
    barred by the Standby Creditor’s Agreement.
    In February 2014, appellants amended their complaint to include a claim against
    respondent for tortious interference with contract and for a declaratory judgment that the
    Standby Creditor’s Agreement and the $164,500 promissory note were void. Appellants
    claimed that they did not loan MNSilverCare and Kent the $164,500 evidenced in the
    promissory note, but rather, Kent and MNSilverCare executed a promissory note for
    $458,000. Respondent asserted counterclaims for breach of contract, unjust enrichment,
    and fraud concerning appellants’ claim that they did not provide the loan described in the
    Standby Creditor’s Agreement. Respondent asserted that, because of the fraudulent
    execution of the Standby Creditor’s Agreement and the undisclosed promissory note for
    $458,000, respondent had loaned funds for substantially more than the property was worth,
    which caused MNSilverCare to default and eventually lose the property in foreclosure.
    Respondent’s fraud claim was dismissed.
    Appellants settled their claims against Kent and MNSilverCare, and those claims
    were dismissed with prejudice. Appellants’ claims against respondent were dismissed by
    summary judgment. Respondent’s claims against appellants for breach of contract and
    unjust enrichment then remained before the district court as the only unresolved claims.
    In March 2015, respondent and appellants reached a settlement agreement. The
    parties submitted an electronic copy of the agreement to the district court and confirmed
    the fact of settlement and the accuracy of the written agreement in open court. In response
    3
    to questioning by the district court, the parties agreed that no promises were made other
    than those laid out in the written agreement and that the agreement was to be a “full and
    final settlement” of the matter.
    The agreement provided, in pertinent part:
    4.      Maria Olson, Shannon Olson, Shannon’s Exteriors and
    SSO, LLC, on behalf of themselves and on behalf of any entity
    which they, or any of them, control, make a full release of all
    claims, known or unknown, through date of agreement against
    [respondent], its agents, employees, attorneys, or others acting
    on its behalf except that Maria Olson and Shannon Olson do
    not release any claim they may have against the law firm of
    Hinshaw & Culbertson LLP for acting with an alleged conflict
    of interest. This is intended to be the broadest release allowed
    by law.
    The agreement included a covenant that appellants not sue any of the entities released
    “based on any facts or events that arose on or before date of agreement.” The agreement
    also stated:
    6.     Maria Olson, Shannon Olson, Shannon’s exteriors and
    SSO, LLC confess judgment against Neighborhood National
    Bank in the amount of $150,000. Judgment may be entered . . .
    if Maria Olson, Shannon Olson, Shannon’s Exteriors and/or
    SSO, LLC, or any entity which they, or any of them, control,
    commence any complaint or claim against the bank . . . based
    on any facts or events that arose on or before date of this
    agreement, including but not limited to any claim released or
    any claim covered by the covenant not to sue above.
    (Emphasis added.)
    The parties later discussed adding an exception to the agreement concerning
    possible claims by appellants against the law firm of Lindberg & McKinnis. Respondent
    refused to make this additional exception to the settlement agreement and release.
    4
    Appellant Maria Olson claims to have become aware of an admonition from the
    Minnesota Office of Lawyers Professional Responsibility “for [Dwight McKinnis’s]
    professional misconduct in the SBA ARC loan matter,” which she claims resulted in
    damage to her.2 In April 2015, she sued Dwight McKinnis, an attorney who had worked
    for respondent in 2011, claiming that McKinnis had represented her in a financial matter
    while simultaneously representing respondent to collect on appellants’ SBA ARC loan.
    Upon learning of Maria Olson’s lawsuit against McKinnis, respondent moved the
    district court to enforce the settlement agreement and to have judgment against appellants
    for $150,000 under paragraph six of the settlement agreement. Maria Olson, pro se,
    opposed the motion to enforce the settlement agreement, claiming that she did not breach
    its terms because McKinnis was not referenced specifically in the agreement and because
    she was suing him strictly in his capacity as her attorney, and not in his capacity as
    respondent’s attorney. In a memorandum of law opposing respondent’s motion to enforce
    the settlement agreement and enter judgment, Maria Olson also argued:
    The Settlement Agreement does not provide the remedy the
    bank is asking for. If [the district court] interprets the
    Settlement Agreement to blanket every attorney the bank has
    used, and that Maria Olson cannot bring action against
    Mr. McKinnis in his capacity as her attorney, this would still
    not provide the bank a right to obtain judgment of $150,000
    against the Olsons. Paragraph 6 of the [settlement agreement]
    states specifically a judgment for $150,000 may be entered IF
    the Olsons commence any complaint or claim against the
    Bank. The Olsons have not brought a claim against the Bank.
    2
    Whether there was such an admonition, and of what it consisted if there was one, is not
    before us in this appeal.
    5
    In August 2015, the district court granted respondent’s motion to enforce the
    settlement agreement and entered judgment against appellants in the amount of $150,000.
    The district court found that the claim against McKinnis arose out of events that occurred
    while he was acting on respondent’s behalf and before the date of the settlement agreement.
    The district court determined that Maria Olson’s claims against McKinnis fall “within the
    very broad language” of paragraph four of the settlement agreement, and the agreement
    contained a covenant that appellants not sue persons or entities released by the settlement
    agreement. Stating that “[t]he remedy for breach of the settlement agreement is entry of
    judgment in the amount of $150,000.00,” the district court concluded that “the Bank is
    entitled to that remedy.”
    In October 2015, Maria Olson moved the district court to vacate the settlement
    agreement and grant relief from the August 20, 2015 judgment under Minn. R. Civ. P.
    60.02, alleging fraud and newly discovered evidence.         She claimed that respondent
    committed fraud on the court and appellants by failing to disclose documents during
    discovery and by making false statements in a related case that was settled as part of the
    settlement agreement. The related case was commenced in 2013 and concerned the
    existence of easements over Lot 2, a property that had not been included in the original
    conveyances. No discovery was undertaken in the related case.
    In her motion to vacate the settlement agreement, Maria Olson argued that
    appellants were induced to enter into the settlement agreement by respondent’s fraud in
    “failing to disclose material information and claiming false damages.” She argued that
    respondent failed to disclose e-mails in response to discovery requests in this case and that
    6
    the e-mails showed that, at the time of the settlement agreement, respondent was aware that
    title to Lot 2 and the easements over it were not included in the conveyances. She argued
    that, had appellants known of respondent’s awareness, they would not have settled.
    In an order filed on December 7, 2015, the district court denied the motion to vacate
    the settlement agreement. The district court found that Maria Olson had not exercised due
    diligence in finding the evidence now claimed to be newly discovered, and that she did not
    demonstrate fraud because she did not rely on the alleged misrepresentations made by
    respondent in the related case.
    In a separate order filed on December 7, 2015, and on respondent’s motion, the
    district court awarded respondent $4,528 in attorney fees incurred in enforcing the
    settlement agreement and obtaining the judgment against appellants for $150,000 based on
    the claims made against McKinnis in violation of the covenant not to sue.
    This appeal followed.3
    DECISION
    I.     Denial of Motion to Vacate Settlement Agreement
    Appellants challenge the district court’s order denying Maria Olson’s motion to
    vacate the settlement agreement under Minn. R. Civ. P. 60.02. They argue that the district
    3
    In a special-term order, we construed the appeal as taken from the judgments entered on
    August 20, 2015 and December 7, 2015, and the December 7, 2015 order denying Maria
    Olson’s motion to vacate the settlement agreement.
    7
    court abused its discretion in refusing to vacate the settlement agreement based on newly
    discovered evidence and fraudulent concealment of documents.4
    “Settlement of disputes without litigation is highly favored, and such settlements
    will not be lightly set aside by the courts.” Johnson v. St. Paul Ins. Cos., 
    305 N.W.2d 571
    ,
    573 (Minn. 1981) (citation omitted). “[V]acating a stipulation of settlement rests largely
    within the discretion of the trial court, and the court’s action in that regard will not be
    reversed unless it be shown that the court acted in such an arbitrary manner as to frustrate
    justice.” 
    Id.
     (quotation omitted). A court abuses its discretion under rule 60.02 when its
    decision is “against logic and facts on the record,” is “arbitrary or capricious,” or is based
    on “an erroneous view of the law.” Posey v. Fossen, 
    707 N.W.2d 712
    , 714 (Minn. App.
    2006) (quotation omitted).
    The Minnesota Rules of Civil Procedure provide as follows:
    On motion and upon such terms as are just, the court may
    relieve a party or the party’s legal representatives from a final
    judgment . . . order, or proceeding . . . for the following reasons:
    ...
    4
    Respondent requests that we disregard portions of appellants’ brief that fail to adequately
    cite the record. Each statement of a material fact in a brief “shall be accompanied by a
    reference to the record.” Minn. R. Civ. App. P. 128.02, subd. 1(c); Minn. R. Civ. App. P.
    128.03. Failure to comply with the rules requiring citations to the record “can diminish a
    brief’s persuasiveness, lead to non-consideration of an issue, or dismissal of an appeal.”
    Cole v. Star Tribune, 
    581 N.W.2d 364
    , 371-72 (Minn. App. 1998) (citations omitted). We
    may decline to strike portions of a brief if the critical facts are supported by documents in
    the record. Hecker v. Hecker, 543 N.W.2d. 678, 681 n.2 (Minn. App. 1996), aff’d, 
    568 N.W.2d 705
     (Minn. 1997). Although appellants did not use consistent or accurate citations
    in accordance with the applicable appellate rules, the material facts necessary for our
    decision are supported by documents in the record. We therefore deny respondent’s
    request.
    8
    (b) Newly discovered evidence which by due diligence could
    not have been discovered in time to move for a new trial
    pursuant to Rule 59.03;
    (c) Fraud (whether heretofore denominated intrinsic or
    extrinsic), misrepresentation, or other misconduct of an
    adverse party . . . .
    Minn. R. Civ. P. 60.02. The party seeking to vacate a settlement has the burden of showing
    sufficient grounds for relief. Johnson, 305 N.W.2d at 573. See City of Barnum v. Sabri,
    
    657 N.W.2d 201
    , 205 (Minn. App. 2003) (“The burden of proof in a proceeding under Rule
    60.02 is on the party seeking relief.”).
    A. Newly discovered evidence
    Appellants argue that newly discovered e-mails demonstrate that respondent knew
    that Lot 2 was not included in the conveyance of the other properties at the time it sued for
    a declaratory judgment that easements existed over Lot 2. Appellants claim they settled
    this and the related case because they were unaware that respondent possessed evidence
    that would have defeated respondent’s claims.
    Rule 60.02(b) allows relief for newly discovered evidence that “by the exercise of
    reasonable diligence,” could not have been discovered before. Frazier v. Burlington N.
    Santa Fe Corp., 
    811 N.W.2d 618
    , 631 (Minn. 2012), as modified (Apr. 19, 2012)
    (quotations omitted). In order to establish the exercise of reasonable diligence, a party
    must show that he employed “reasonable investigation efforts to find and produce the
    evidence.” Turner v. Suggs, 
    653 N.W.2d 458
    , 467 (Minn. App. 2002) (quotation omitted).
    Reasonable diligence “requires the use of available discovery tools as well as reasonable
    investigation efforts.” Regents of Univ. of Minn. v. Med. Inc., 
    405 N.W.2d 474
    , 479 (Minn.
    
    9 App. 1987
    ), review denied (Minn. July 15, 2897). The newly discovered evidence must be
    relevant and admissible, and likely to have an effect on the result; the evidence must not
    be merely collateral, impeaching, or cumulative. Turner, 
    653 N.W.2d at 467
    . If a party
    fails to prove any of the required factors for newly discovered evidence, then rule 60.02
    relief is inappropriate. Frazier, 811 N.W.2d at 631.
    The district court found that appellants did not conduct any discovery in the related
    case involving Lot 2 and easements, and that relief under rule 60.02(b) was therefore
    unavailable. Appellants did not seek discovery in the related case involving the allegations
    that the conveyances included easements over Lot 2. Nor is it clear that the discovery
    requests in this case would have resulted in the discovery of the e-mails because the
    discovery requests sought information about the “claims and defenses in this lawsuit.” This
    case was about the execution of the $164,500 promissory note and the Standby Creditor’s
    Agreement. The record does not include respondent’s discovery responses, nor does it
    appear that appellants moved to compel additional discovery before entering into the
    settlement agreement.
    Appellants have not demonstrated that the district court abused its discretion in
    denying relief under rule 60.02(b). They have failed to demonstrate that they could not
    have discovered the information they now claim to be newly discovered before they entered
    into the settlement agreement by the exercise of reasonable diligence, or that they exercised
    “reasonable investigation efforts to find and produce the evidence.” Turner, 
    653 N.W.2d at 467
    ; see also Frazier, 811 N.W.2d at 631. The burden of showing sufficient grounds to
    vacate the settlement agreement is on appellants, and failure to show sufficient grounds
    10
    bars relief under Minn. R. Civ. P. 60.02(b). Frazier, 811 N.W.2d at 631; Johnson, 305
    N.W.2d at 573. On this record, the district court did not base its decision on an erroneous
    view of the facts or the law in finding that appellants did not exercise due diligence in
    discovering the e-mails in question through use of available discovery tools before entering
    into the settlement agreement. It therefore acted within its discretion in declining to vacate
    the settlement agreement.
    B. Fraud by an adverse party
    Appellants argue that, because respondent fraudulently concealed material facts
    subject to the discovery requests in the current case, appellants were not aware that
    respondent’s claims regarding Lot 2 and the easements were baseless in the other case, and
    they were therefore fraudulently induced to settle because of the pending lawsuit.
    The district court may vacate an order or judgment that is attributable to an adverse
    party’s fraud, misrepresentation, or misconduct. Minn. R. Civ. P. 60.02(c). Fraud by an
    adverse party may justify relief, if the party alleging fraud establishes by clear and
    convincing evidence that the “adverse party engaged in fraud or other misconduct which
    prevented it from fully and fairly presenting its case.” Regents of Univ. of Minn., 
    405 N.W.2d at 480
    . The district court finds facts, weighs evidence, and assesses credibility to
    decide whether fraud occurred. J.L.B. v. T.E.B., 
    474 N.W.2d 599
    , 603 (Minn. App. 1991),
    review denied (Minn. Oct. 11, 1991). If fraud occurred, the district court should vacate the
    judgment only if the fraud affected the central issue rather than a collateral issue. Turner,
    
    653 N.W.2d at 466
    .
    11
    The district court examined the elements of fraud in relation to Maria Olson’s
    argument that respondent concealed evidence that it knew Lot 2 was not included in the
    conveyances and that respondent’s claims in the related case were therefore false. The
    district court found that respondent’s claims in the related case were not false
    representations, but were instead claims made in litigation. It also found that Maria Olson
    did not rely on the “representations” in any event, and that she specifically denied
    respondent’s claims. The district court also found that appellants had not conducted any
    discovery to investigate respondent’s claims before settling the case. The burden to
    demonstrate fraud is on the party seeking relief. Sabri, 
    657 N.W.2d at 205
    . We see no
    error in the district court’s determination that appellants did not produce clear and
    convincing evidence of fraud inducing them to settle. Regents of Univ. of Minn., 
    405 N.W.2d at 480
    . The record supports the district court’s findings and the district court acted
    within its discretion in denying relief under Minn. R. Civ. P. 60.02(c).
    C. Public Policy
    Appellants argue that the settlement agreement violates public policy because it
    released an attorney, an officer of the court, from liability. Generally, a reviewing court
    will only consider issues that the record shows were presented to and considered by the
    district court. Thiele v. Stich, 
    425 N.W.2d 580
    , 582 (Minn. 1988). Appellants did not make
    this argument before the district court, and we therefore decline to address it.
    12
    II.    Order Granting Motion to Enforce Settlement Agreement and Enter
    Judgment
    Appellants also argue that Maria Olson did not breach the terms of the settlement
    agreement and that the settlement agreement was ambiguous. Respondent argues that
    appellants forfeited their arguments that the settlement agreement is ambiguous because
    they did not raise this argument to the district court. For the reasons set forth below, we
    conclude that the settlement agreement is unambiguous, but that the district court erred in
    granting respondent judgment under the plain language of paragraph six.
    “Settlement of claims is encouraged as a matter of public policy.” Voicestream
    Minneapolis, Inc. v. RPC Props., Inc., 
    743 N.W.2d 267
    , 271 (Minn. 2008). A settlement
    agreement is a contract. Dykes v. Sukup Mfg. Co., 
    781 N.W.2d 578
    , 581-82 (Minn. 2010).
    If the language is clear and unambiguous, the district court may enforce the settlement
    agreement as a matter of law, giving the language its plain and ordinary meaning. 
    Id. at 582
    . But if the agreement is ambiguous and the parties dispute material facts, the district
    court must conduct an evidentiary hearing. Voicestream, 743 N.W.2d at 272.
    In Voicestream, the supreme court stated that a district court shall treat a motion to
    enforce a settlement agreement “as it would a motion for summary judgment.” Id. at 273.
    A contract may be summarily enforced if it is clear and unambiguous, id., but “[s]ummary
    judgment is inappropriate where terms of a contract are at issue and those terms are
    ambiguous or uncertain,” Bank Midwest, Minn., Iowa, N.A. v. Lipetzky, 
    674 N.W.2d 176
    ,
    179 (Minn. 2004). On appeal from a grant of summary judgment, we review de novo
    whether there are any genuine issues of material fact and whether the district court erred in
    13
    its application of the law. Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC, 
    790 N.W.2d 167
    , 170 (Minn. 2010). Construction of an unambiguous contract is a question of
    law, which we review de novo. Horodenski v. Lyndale Green Townhome Ass’n, 
    804 N.W.2d 366
    , 371 (Minn. App. 2011).
    Appellants argue that the lawsuit commenced by Maria Olson against the attorney
    McKinnis was “not part of the agreement” and that the lawsuit therefore “cannot support
    [respondent’s] motion for enforcement or the sanctions imposed by the district court.”
    A. Breach of the Settlement Agreement
    The district court found that Maria Olson’s lawsuit against McKinnis was “within
    the very broad language” of paragraph four of the settlement agreement and therefore
    violated paragraph five. Paragraph five provided that appellants, on behalf of themselves,
    agreed not to sue “any of the entities released hereby, based on any facts or events that
    arose on or before date of agreement, including but not limited to any claims released.”
    “Generally, a release must manifest the intent to release, discharge, or relinquish a
    right, claim, or privilege by a person in whom the claim exists to a person who seeks to be
    released.” Curtis v. Altria Grp., Inc., 
    813 N.W.2d 891
    , 902 (Minn. 2012). “A general
    release of all claims, known and unknown, will be enforced by the court if the intent is
    clearly expressed.” 
    Id.
     We agree with the district court that the parties agreed to the
    “broadest release allowed by law” which included a release of all known and unknown
    claims against respondent’s “agents, employees, attorneys, or others acting on its behalf.”
    The parties agreed that no additional promises were made and that the agreement was to
    be a “full and final settlement.” The district court correctly identified the objective intent
    14
    of the parties under paragraphs four and five to release one another and respondent’s
    “agents, employees, [and] attorneys,” from all claims arising out of the events that occurred
    before the date of the settlement agreement.
    Appellants contend that respondent “must establish that the appellants intended to
    include attorney McKinnis’s conflict of interest ethical violation as a term of the
    settlement.” The settlement agreement unambiguously includes the release of all known
    and unknown claims against lawyers who had performed work on behalf of respondent
    before the date of the settlement agreement. The release includes attorney McKinnis,
    despite that appellants may not have known of their potential claims for malpractice at the
    time the agreement was consummated, because the release unambiguously includes “all
    claims, known or unknown.” To the extent that Maria Olson was somehow mistaken as to
    whether McKinnis was included within the release, “[u]nilateral mistake as to the scope of
    a release will not avoid its plain language; appellants must come forward with evidence
    that there was a mutual mistake regarding the intended scope of the releases or that
    respondents induced the mistake in some way.” Goldberger v. Kaplan, Strangis & Kaplan,
    P.A., 
    534 N.W.2d 734
    , 737 (Minn. App. 1995), review denied (Minn. Sept. 28, 1995).
    Appellants have failed to show that there was a mutual mistake as to the scope of the
    release.
    Further, to the extent that any ambiguity could have existed as to which attorneys
    were released by the settlement agreement, the well-recognized rule of expressio unius est
    exclusio alterius applies here. The maxim provides that “the expression of specific things
    in a contract implies the exclusion of all not expressed.” Maher v. All Nation Ins. Co., 340
    
    15 N.W.2d 675
    , 680 (Minn. App. 1983) (citing Anderson v. Twin City Rapid Transit Co., 
    250 Minn. 167
    , 175, 
    84 N.W.2d 593
    , 599 (1957)), review denied (Minn. Apr. 25, 1984). The
    inclusion of the law firm of Hinshaw & Culbertson LLP within paragraph four as an
    exception to the general release of respondent’s “attorneys” indicates the parties’ intent to
    exclude that firm, but no others, from the release of claims.
    B. The $150,000 judgment against appellants
    Although the settlement agreement unambiguously releases appellants’ claims
    against McKinnis arising from his work for respondent, the agreement does not entitle
    respondent to judgment against appellants in the amount of $150,000 under paragraph six.
    The district court appears to have reasoned that the settlement agreement called for the
    entry against appellants for any breach of paragraphs four and five of the agreement. That
    is not what paragraph six provides. It provides that respondent is entitled to judgment if
    the appellants, in either their individual capacities or collectively, “commence any
    complaint or claim against the bank . . . based on any facts or events that arose on or before
    date of the agreement, including but not limited to any claim released or any claim covered
    by the covenant not to sue.” (Emphasis added.) Giving the words within paragraph six
    their plain and ordinary meaning, the settlement agreement entitles respondent to a
    $150,000 judgment if appellants “commence any complaint or claim against the bank.”
    (Emphasis added.) Maria Olson did not sue “the bank.” She sued McKinnis.
    While Maria Olson’s suit against McKinnis was barred by the release language of
    paragraphs four and five of the settlement agreement, the district court erred in its
    conclusion that the remedy for the “breach of the settlement agreement is entry of judgment
    16
    in the amount of $150,000.” Because paragraphs four, five, and six of the settlement
    agreement are unambiguous and do not call for the entry of judgment against appellants
    for any breach of the covenant not to sue, but are limited to breach of the covenant not to
    sue “the bank,” we do not consider appellants’ additional arguments regarding their intent
    and interpretation of the release at the time of entering the settlement agreement. The plain
    language of paragraph six does not entitle respondent to the judgment awarded by the
    district court. We therefore reverse that judgment.
    C. The award of attorney fees
    Having determined that the district court erred in entering judgment in the amount
    of $150,000, we next consider whether the judgment for attorney fees was also in error.
    “Attorney fees are recoverable if specifically authorized by contract or statute.”
    Horodenski, 804 N.W.2d at 371 (quotation omitted). We review a district court’s award
    or denial of attorney fees for abuse of discretion. Northfield Care Ctr., Inc. v. Anderson,
    
    707 N.W.2d 731
    , 735 (Minn. App. 2006). Construction of an unambiguous contract is a
    question of law, which we review de novo. Horodenski, 804 N.W.2d at 371.
    Paragraph 22 of the settlement agreement states, “If the [sic] either party breaches
    any provision of this agreement, they shall pay the . . . other party its attorneys’ fees for
    enforcing this agreement, in addition to any damages.” The district court’s order granting
    respondent’s motion to enforce the settlement agreement provided that the district court
    would also grant reasonable attorney fees incurred in bringing the motion. Respondent
    moved the court for an award of $4,528 in attorney fees for the “work that [respondent’s
    counsel] performed for the benefit of [respondent] in preparing and bringing the motion”
    17
    and costs associated with the motion. The district court granted the request for attorney
    fees on December 7, 2015, and entered judgment.
    Respondent was awarded attorney fees on the basis that it expended money in
    bringing the motion to enforce the agreement and to have judgment entered against
    appellants for Maria Olson’s breach of the settlement agreement. However, and as
    discussed above concerning the plain language of the settlement agreement, respondent
    was not entitled to the $150,000 judgment on the basis of Maria Olson’s suit against
    McKinnis. Therefore an award of attorney fees was unwarranted under paragraph 22. The
    plain language of the settlement agreement leads us to conclude that the award of attorney
    fees was in error. We therefore reverse the judgment against appellants for attorney fees.
    III.   Conclusion
    In sum, the district court acted within its discretion in denying appellants’ motion
    to vacate the settlement agreement. That agreement unambiguously released all claims
    against respondent’s agents, employees, and attorneys for actions taken on respondent’s
    behalf before the parties entered into the settlement agreement. The covenant not to sue,
    likewise, is unambiguous and was breached by Maria Olson’s lawsuit against McKinnis.
    Her claims against McKinnis were unambiguously settled and released. However, the
    district court erred in concluding that the remedy for that breach was effectuating the
    confession of judgment under paragraph six. Paragraph six, giving the words their plain
    and ordinary meaning, provides that judgment of $150,000 would be entered if appellants,
    either individually or collectively, bring a claim or complaint against respondent, “the
    bank.” Because the McKinnis suit was not a claim against the bank, entry of judgment was
    18
    improper. Likewise, the award of attorney fees for fees expended in entering judgment
    was in error, respondent having had no right to the relief it sought.
    Affirmed in part and reversed in part.
    19