All Parks Alliance for Change v. Uniprop Manufactured Housing Communities Income Fund

732 N.W.2d 189, 2007 Minn. LEXIS 260, 2007 WL 1500513

• Court: Supreme Court of Minnesota
• Decided: May 24, 2007
• Docket: A05-912
• Status: Published

Opinions

OPINION

MEYER, Justice.

Respondent Uniprop Manufactured Housing Communities Income Fund operates a manufactured home park in Lake-ville, Minnesota, known as Ardmor Village. In response to informational leafleting in the park by appellant All Parks Alliance for Change (APAC), respondent Uniprop instituted a rule banning noncommercial solicitation within the park except between the hours of 11 a.m. and 6 p.m., Monday through Friday. In addition, respondent instituted a “no-contact” list of residents, maintained in the park’s management office. After a court trial, the district court ordered that the time during which noncommercial solicitation is permitted be expanded to include Saturdays, and extended the solicitation period to 7 p.m. between May and August. The court of appeals affirmed both the “no-contact” list and the solicitation period established by the district court. We are asked to decide whether the limits placed by the district court on noncommercial speech within the park are “reasonable limits as to time, place and manner” under Minn.Stat. § 327C.13 (2006). We affirm.

Ardmor Village consists of 339 home sites, approximately 280 of which were occupied at the time of trial. Ardmor Park residents are governed by a set of covenants covering such things as occupancy limits, home maintenance, pets, and use of community facilities. Prior to the institution of this lawsuit, the park’s covenants prohibited “peddling, soliciting or conducting any commercial enterprise or profession” within the park but did not regulate noncommercial speech or solicitation.

On April 15, 2003, two volunteers for APAC visited the park. APAC is a Minnesota nonprofit organization formed to educate residents of manufactured home parks about their rights under Minnesota law. The volunteers left flyers, in English and Spanish, on residents’ doorsteps describing APAC and its services and announcing upcoming informational meetings, to be conducted by APAC, concerning the rights of residents of manufactured home parks under Minnesota law. Ardmor Village’s manager confronted the volunteers, told them that soliciting was not permitted in the park, and called the Lakeville police when the volunteers would not leave of their own accord.

In June 2003, volunteers for APAC again visited the park to pass out flyers and again were told to leave. The park manager gave the APAC volunteers a map of the park so that APAC could distribute its leaflets by direct mail, but the map did not indicate which home sites were occupied, nor did the map give the names of residents. APAC mailed flyers to the addresses on the map, but at least 70 of the mailings were returned as undeliverable.

In February 2004, APAC filed suit against respondent Uniprop seeking an order permitting it to distribute leaflets and otherwise “exercise its right of free expression” within the park “during regular business hours and early evenings.” APAC also claimed that park management’s actions violated Minn.Stat. § 327C.13, which bars manufactured home park owners from prohibiting the exercise of the right of free expression for noncommercial purposes within parks, but permits park owners to enforce rules that set “reasonable limits as to time, place and manner” of noncommercial speech. APAC sought an injunction, actual damages in the amount of $590.16 (its costs of the leaflet mailing to park residents), costs, investigation fees, and reasonable attorney fees under Minn.Stat. §§ 327C.15 and 8.31, subds. 1 and 3(a) (2006). APAC also moved for an injunction barring Uniprop from preventing it from leafleting, canvassing, and organizing residents of the park. By order filed on April 2, 2004, the district court issued a temporary restraining order barring Uniprop from interfering with APAC’s leafleting, canvassing, and organizing of residents between the hours of 9 a.m. and 8 p.m., Monday through Saturday. The matter was set for trial in November 2004.

In August 2004, Uniprop distributed to park residents a notice of rule change. Under the revised rule: “Leafleting and canvassing is permitted on Monday through Friday between the hours of 11:00 a.m. and 6:00 p.m. in the Ardmor Village community for noncommercial purposes only.” In addition, the park instituted a “no-contact” list comprised of “those residents that have chosen not to allow any leafleting, canvassing or door to door solicitation of any kind, regardless of purpose, at their home site.” The rule required any individual wishing to distribute leaflets, canvass, or solicit door-to-door within the park to review the “no-contact” list in the community office in advance.

After a court trial, the district court found that the new rule limiting noncommercial speech unreasonably curtailed APAC’s outreach efforts and presented an unreasonable impediment to forming a resident ' association. The court found that Uniprop’s interest in promoting residents’ quiet and peaceful use of the community was compelling, but concluded that the new rule was not narrowly drawn to achieve that end. The court further concluded that the new rule was not reasonable “in that it would restrict APAC from being able to directly contact residents during the times in which residents are most likely to be home, i.e. on Saturdays during the day.” The court permanently enjoined Uniprop from interfering with APAC’s activities during the hours of 11 a.m. to 6 p.m., Monday through Saturday, from September 1 to April 30 of each year. Between May 1 and August 30, the solicitation period was extended by one hour, to 7 p.m. But the district court upheld the institution of the no-contact list and ordered Uniprop to provide it to APAC on the first day of every other month. Finally, the district court awarded APAC monetary damages in the amount of $590.16 and its attorney fees, costs, and disbursements.

On appeal, the court of appeals affirmed. All Parks Alliance for Change v. Uniprop Manufactured Hous. Cmtys. Income Fund, No. A05-912, 2006 WL 618932 (Minn.App. Mar.14, 2006). The court rejected APAC’s argument that Minn.Stat. § 327C.13 incorporates First Amendment principles. Id. at *4. The court also rejected APAC’s argument that there were other means by which the district court could have protected residents’ rights that would have been less restrictive of APAC’s ability to solicit residents. Id. at *5. The court concluded that section 327C.13 requires only that limitations on noncommercial speech be reasonable, and the court concluded that the limits imposed by the district court were reasonable. Id.

We are asked to decide whether the limits placed by the district court on noncommercial solicitation within the park are “reasonable limits as to time, place and manner” under Minn.Stat. § 327C.13. Because this case comes before us following a court trial, our review would ordinarily be limited to determining whether the evidence as a whole fairly supported the district court’s conclusions of law and judgment. Viking Automatic Sprinkler Co. v. Viking Fire Prot. Co., 280 Minn. 250, 256, 159 N.W.2d 250, 254 (1968). But neither party in this case has challenged any of the district court’s findings of fact. Accordingly, our review is further limited to whether the district court’s conclusions of law are supported by its findings of fact and whether the district court erred in its conclusions of law. The application of the law to undisputed facts is subject to de novo review. Boubelik v. Liberty State Bank, 553 N.W.2d 393, 402 (Minn.1996).

Neither party challenged on appeal the authority of the district court to rewrite or “blue-pencil” the rule as instituted by park management, and we therefore assume (without deciding) that in altering the rule the district court acted properly. We have previously approved of the judicial modification of noncompete agreements to fit the law. See, e.g., Hilligoss v. Cargill, Inc., 649 N.W.2d 142, 147 n. 8 (Minn.2002); Davies & Davies Agency, Inc. v. Davies, 298 N.W.2d 127, 131 n. 1 (Minn.1980). We did so on the theory that in blue-penciling the agreement the court “is merely enforcing the legal parts of a divisible contract rather than making a new contract for the parties.” Bess v. Bothman, 257 N.W.2d 791, 794 (Minn.1977) (citing 6A Corbin, Contracts, § 1390). The Ardmor Village covenants are considered part of the contract between the resident and Uniprop under Minn.Stat. § 327C.02 (2006). But because the parties did not dispute the authority of the district court to blue-pencil the park rule, we are not asked to decide whether the blue-pencil doctrine extends beyond noncompete agreements to other types of contracts, and we express no opinion on the subject.

In order to decide whether the limits on noncommercial speech as rewritten by the district court are reasonable, we must first determine the scope of “reasonable limits as to time, place and manner.” In statutory interpretation, our first inquiry is whether the statute is ambiguous. Minn.Stat. § 645.16 (2006); Zurich Am. Ins. Co. v. Bjelland, 710 N.W.2d 64, 68 (Minn.2006). A statute is ambiguous if it is reasonably susceptible to more than one interpretation. Hutchinson Tech., Inc. v. Comm’r of Revenue, 698 N.W.2d 1, 8 (Minn.2005).

The statute at issue in this case, Minn.Stat. § 327C.13, provides:

No park owner shall prohibit or adopt any rule prohibiting residents or other persons from peacefully organizing, assembling, canvassing, leafletting or otherwise exercising within the park their right of free expression for noncommercial purposes. A park owner may adopt and enforce rules that set reasonable limits as to time, place and manner.

Section 327C.13 itself provides no definition of “reasonable limits as to time, place and manner.” But in determining the intent of the legislature as to what constitutes “reasonable limits as to time, place and manner” we are not limited to the language of section 327C.13 alone. Rather, we interpret each section in light of its surrounding sections, in order to avoid conflicting interpretations of the statute. Am. Family Ins. Group v. Schroedl, 616 N.W.2d 273, 277 (Minn.2000). In particular, statutory definitions of words used elsewhere in the statute furnish authoritative evidence of the legislature’s intent and meaning. See Bd. of Ed. of Minneapolis v. Sand, 227 Minn. 202, 210, 34 N.W.2d 689, 694 (1948).

Chapter 327C, titled “Manufactured Home Park Lot Rentals,” includes several provisions that inform the meaning of “reasonable limits as to time, place and manner.” First, section 327C.01, subd. 8 (2006), defines a “reasonable rule” as a park rule:

(a) which is designed to promote the convenience, safety, or welfare of the residents, promote the good appearance and facilitate the efficient operation of the park, protect and preserve the park premises, or make a fair distribution of services and facilities;

(b) which is reasonably related to the purpose for which it is adopted;

(c) which is not retaliatory or unjustifiably discriminatory in nature; and

(d) which is sufficiently explicit in prohibition, direction, or limitation of conduct to fairly inform the resident of what to do or not to do to comply.

Second, sections 327C.02, subd. 2 (2006), and 327C.05, subd. 1 (2006), bar a park owner from adopting or enforcing unreasonable rules. Section 327C.05, subd. 3 (2006), allows a court to declare unreasonable any park rule “if the court finds that the rule fails to meet the standard of section 327C.01, subdivision 8,” referring to the definition of “reasonable rule.” Finally, section 327C.02, subd. 2, bars a park owner from enforcing a rule that is a “substantial modification” of the resident’s original rental agreement. Section 327C.01, subd. 11 (2006), defines “substantial modification”:

“Substantial modification” means any change in a rule which: (a) significantly diminishes or eliminates any material obligation of the park owner; (b) significantly diminishes or eliminates any material right, privilege or freedom of action of a resident; or (c) involves a significant new expense for a resident.

Taken together, these provisions of chapter 327C mean that the limits on solicitation and other noncommercial speech within Ardmor Park must be reasonable (as defined by section 327C.01, subd. 8) and cannot represent a “substantial modification” of residents’ rental agreements (as defined by section 327C.01, subd. 11). Specifically, any limits placed by Uniprop on solicitation and other noncommercial speech within the park: (1) must be designed to either promote the convenience, safety, or welfare of the residents, promote the good appearance and facilitate the operation of the park, protect and preserve the park premises, or make a fair distribution of services and facilities; (2) must be reasonably related to the purpose for which they were adopted; (3) must not be retaliatory or unjustifiably discriminatory in nature; (4) must be sufficiently explicit in prohibition, direction, or limitation of conduct to fairly inform residents of what to do or not to do to comply; and (5) cannot significantly diminish or eliminate any material right, privilege, or freedom of action of a resident. If the limits placed by Uniprop on noncommercial speech within Ardmor Village do not satisfy these requirements, the statute renders them unenforceable.¹

Having ascertained the meaning of “reasonable limits as to time, place and manner,” we review the district court’s application of those limits to the undisputed facts, as the district court found them. We conclude that the district court’s limits on noncommercial speech and solicitation within Ardmor Village are reasonable as to time, place and manner under Minn.Stat. § 327C.13.

First, as to whether the park’s rule was “designed to promote the convenience, safety, or welfare of the residents, promote the good appearance and facilitate the efficient operation of the park, protect and preserve the park premises, or make a fair distribution of services and facilities,” as required by Minn.Stat. § 327C.01, subd. 8(a), the district court concluded that Uni-prop’s interest in promoting the “quiet and peaceful use of the community” was “compelling.” But on the second prong of the test, whether the rule was “reasonably related to the purpose for which it is adopted,” the district court approved the “no-contact” list instituted by Uniprop but found that the time limits as promulgated by Uniprop were “not narrowly drawn” to achieve the purpose for which they were adopted. APAC did not claim that Uni-prop promulgated the rule in retaliation for its activities within the park, the third prong of the statutory standard. Although a Uniprop witness testified at trial that the rule was instituted in response to APAC’s activities within the park, Uniprop had previously barred any solicitation by APAC at any time. Therefore, a rule permitting APAC to solicit park residents, even during limited periods, cannot be seen as “retaliatory,” as that term is generally construed, because the new rule permitted something that Uniprop previously did not allow. APAC did not dispute that the rule as promulgated by Uniprop was sufficiently explicit to fairly inform residents of what to do to comply, and therefore satisfied the fourth prong of the statutory standard.

Having found that the time limits established by Uniprop for noncommercial speech and solicitation within the park were not reasonably related to the purpose for the limits, the district court blue-penciled the rule to achieve limits that, in the district court’s view, were reasonable. The court expanded the periods during which noncommercial speech and solicitation are permitted in the park to include an extra hour during the summer months and permitted solicitation and canvassing on Saturdays. In addition, while upholding the institution of the “no-contact” list, the court required Uniprop to provide a copy of the list to APAC six times a year. Finally, in response to APAC’s concerns that residents were being improperly coerced or persuaded to sign the “no-contact” list, the court specifically allowed APAC to petition for an evidentiary hearing once 25% of the occupied units had signed on to the list.

We agree with the court of appeals that the rule as rewritten by the district court imposes reasonable limits on the time, place, and manner of noncommercial speech within Ardmor Park. We therefore affirm the court of appeals with respect to the limits on noncommercial speech and solicitation within Ardmor Park, and we hold that the limits as rewritten by the district court are “reasonable limits as to time, place and manner” under Minn.Stat. § 327C.01, subd. 8.

Affirmed.

1 . APAC urges us to apply First Amendment principles to our analysis of the park’s restrictions on noncommercial speech. We decline to do so. We apply First Amendment principles only to "state actors,” and there is no indication on this factual record that Uniprop should be considered a "state actor” in the same way that a "company town” was deemed to be a state actor in Marsh v. Alabama, 326 U.S. 501, 66 S.Ct. 276, 90 L.Ed. 265 (1946).