Aslakson v. Home Savings Ass'n

416 N.W.2d 786, 6 U.C.C. Rep. Serv. 2d (West) 35, 1987 Minn. App. LEXIS 5110, 1987 WL 22196
CourtCourt of Appeals of Minnesota
DecidedDecember 15, 1987
DocketC6-87-1497
StatusPublished
Cited by12 cases

This text of 416 N.W.2d 786 (Aslakson v. Home Savings Ass'n) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Aslakson v. Home Savings Ass'n, 416 N.W.2d 786, 6 U.C.C. Rep. Serv. 2d (West) 35, 1987 Minn. App. LEXIS 5110, 1987 WL 22196 (Mich. Ct. App. 1987).

Opinion

OPINION

HUSPENI, Judge.

This appeal arises from the grant of summary judgment in favor of respondents on appellants’ claim of tortious interference with contract. We affirm.

FACTS

Appellants Kurt S. and Jeanette B. As-lakson entered into a conditional sales contract to purchase a mobile home from Luxury Housing, Inc. on April 11, 1975. Subsequently the contract was assigned to respondent Home Savings Association (Home). 1

On September 13, 1979, appellants entered into a purchase agreement to sell the mobile home to Anita Lou Watson. Appellants knew that in order to assume appellants’ loan a prospective buyer would have to submit to a credit check by respondent Upper Northwest Payment Plan (UNPP) and the purchase agreement between appellants and Watson contained the following language: “This offer is contingent upon buyer being able to assume the loan.” Due to Watson’s record of late payment of debt obligations, UNPP found her credit unsatisfactory.

A second purchase agreement to sell appellants’ mobile home was entered into on January 2, 1980. The prospective buyers, Gayle and Judith Hepola, had been denied credit two months earlier on another mobile home purchase. Home declined to consent to transfer based upon Hepolas’ insufficient credit history. Home later acquiesced to Hepolas’ request for credit.

When Home sent its credit application to the Hepolas, it also sent a letter requiring a down payment. The credit insurer required a down payment equal to two to four monthly payments as part of its coverage on the original conditional sales contract. This down payment is rarely waived.

*788 On February 28, 1980, Home agreed to an assumption by the Hepolas. The Hepo-las subsequently declined to purchase.

On March 25, 1980, appellants commenced a lawsuit against respondents alleging respondents wrongfully rejected applications of appellants’ assignees and alleging interference by respondents with appellants’ contracts. Appellants further alleged the conditional sales contract was freely assignable and respondents could not set conditions for an assumption. Appellants sought compensatory damages, attorney fees, injunctive relief and punitive damages.

A third attempt to purchase appellants’ mobile home was successful. On April 25, 1980, appellants entered into a purchase agreement with Timothy Raidt. Within five days, Home consented to Raidt’s assumption and the sale was eventually concluded. Raidt’s down payment was waived through efforts made by Home.

On March 6, 1987, Home moved for summary judgment. UNPP joined in the motion. After oral arguments heard April 9, 1987, the trial court granted respondents’ motion for summary judgment on April 21, 1987. Judgment was entered May 5, 1987, and appeal is taken from the judgment.

ISSUE

Did the trial court err in determining, as a matter of law, that appellants’ claims of respondents’ wrongful interference with contracts were invalid?

ANALYSIS

The basis of appellants’ argument is not that there are material facts in dispute. Instead, appellants assert that the undisputed facts as presented support their cause of action for tortious interference of contract and inducing breach of contract. Therefore, argue appellants, summary judgment should have been awarded to them.

The Minnesota Supreme Court distinguishes interference with contract from inducing breach of contract:

“Interference with contract” is somewhat broader than “inducing breach of contract” in that the former includes “ ‘any act injuring or destroying persons or property which retards, makes more difficult, or prevents performance, or makes performance of a contract of less value to the promisee.’ ”

Royal Realty Co. v. Levin, 244 Minn. 288, 291 n. 5, 69 N.W.2d 667, 671 n. 4 (1955).

Nevertheless, basic elements for either interference with contract or inducing breach of contract are:

(1) existence of a contract;
(2) alleged wrongdoer’s knowledge of the contract;
(3) his intentional procurement of its breach;
(4) without justification; and
(5) damages resulting therefrom.

Id. at 292, 69 N.W.2d at 671.

With regard to the existence of a contract, the trial court determined there was no valid contract between appellants and either of the two prospective buyers.

Since the contract between appellants and respondents is for the sale of goods (the mobile home), it is governed by Minn. Stat. ch. 336, Minnesota’s Uniform Commercial Code. Appellants’ attempt to sell their mobile home to prospective buyers contingent upon assumption of the loan held by respondents was an attempt to delegate appellants’ duty to repay that loan. Appellants’right to delegate contractual duties is limited by Minn. Stat. § 336.2-210 (1978), which provides in entirety:

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2) Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other *789 party, or increase materially the burden or risk imposed on him. by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of his entire obligation can be assigned despite agreement otherwise.
(3) Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assign-ee of the assignor’s performance.
(4) An assignment of “the contract” or of "all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(5) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 336.2-609).

Id. (emphasis added).

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416 N.W.2d 786, 6 U.C.C. Rep. Serv. 2d (West) 35, 1987 Minn. App. LEXIS 5110, 1987 WL 22196, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aslakson-v-home-savings-assn-minnctapp-1987.