City of Maple Grove v. Marketline Construction Capital, LLC

802 N.W.2d 809, 75 U.C.C. Rep. Serv. 2d (West) 380, 2011 Minn. App. LEXIS 99, 2011 WL 3241845
CourtCourt of Appeals of Minnesota
DecidedAugust 1, 2011
DocketNos. A10-2051, A11-148
StatusPublished
Cited by10 cases

This text of 802 N.W.2d 809 (City of Maple Grove v. Marketline Construction Capital, LLC) 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
City of Maple Grove v. Marketline Construction Capital, LLC, 802 N.W.2d 809, 75 U.C.C. Rep. Serv. 2d (West) 380, 2011 Minn. App. LEXIS 99, 2011 WL 3241845 (Mich. Ct. App. 2011).

Opinion

OPINION

MINGE, Judge.

Appellant challenges the district court’s entry of summary judgment in favor of respondent, dismissal of appellant’s counterclaims, and refusal to grant a continuance to conduct additional discovery. Appellant argues that there are issues of material fact regarding whether certain documents were letters of credit and whether respondent fraudulently or negligently misrepresented the effect of issuing the alleged letters of credit, and that it should be allowed a continuance to engage in discovery to establish a factual basis for its defenses and counterclaims. Appellant also challenges the district court’s award of attorney fees to respondent. Because the documents meet the definition of a letter of credit under Minn.Stat. §§ 336.5-102(a)(10), .5-104 (2010), because appellant failed to establish any dispute of material fact regarding the elements of its counterclaims, and because appellant did not make a showing that a continuance for further discovery would lead to relevant evidence; we affirm the district court’s entry of summary judgment for respondent, dismissal of appellant’s counterclaims, and refusal to grant a continuance. Because the district court made no findings regarding the reasonableness of respondent’s requested at[813]*813torney fees, we reverse the award of attorney fees and remand to the district court to reconsider the fee request and make such findings.

FACTS

Respondent City of Maple Grove entered into two developer’s agreements with Dingman Development, LLC to establish new subdivisions bearing the names Maple Creek Estates and The Preserve at Rush Creek. The developer’s agreements consisted of several parts, including requirements that Dingman complete and pay for certain improvements incident to the developments and procure and furnish to Maple Grove letters of credit, or other sureties, which Maple Grove could draw upon to pay any deficiencies in Dingman’s performance of its obligations.1

In 2009, pursuant to the developer’s agreements, appellant Marketline Construction Capital, LLC issued three documents to Maple Grove, each labeled a “letter of credit.” Each document had an expiration date of February 1, 2010, and identified Dingman as the applicant. In the aggregate, the three documents required Marketline to pay $228,930 if drawn upon by Maple Grove. The documents contained the following language identifying the procedure for drawing against Marketline’s obligation: credit number 06-713-DD of Marketline Construction Capital, LLC,” accompanied by the following document:

Available against drafts drawn at sight on Marketline Construction Capital, LLC, Edina, Minnesota bearing the clause: “Drawn under standby letter of
A certificate purportedly signed by the city administrator of the city of Maple Grove stating: “2 We are drawing under your standby letter of credit No. 06-713-DD as Dingman Development Mg, LLC has failed to install and pay for the petitioned items in to the approval of the plat relating to The Preserve at Rush Creek. The petitioned items are listed in Exhibit “B” under of the Developer’s Agreement between the city of Maple Grove and Dingman Development Mg, LLC. The city is entitled to the unreleased portion of this standby letter of credit which the city will hold until all installation of street and utility improvements relating to plat known as “The Preserve at Rush Creek”, have been installed, paid for, submitted to the city and approved....
We hereby engage with drawers and/or bona fide holders that drafts drawn and negotiated in conformity with the terms of this credit will be duly honored upon presentation.

(The italicized language is unique to one of the letters of credit; however, each letter has a parallel provision.) Jay H. Schoo, Marketline’s president, signed each document.

By the end of 2009, Dingman had relinquished his ownership interests in both Maple Creek Estates and The Preserve at Rush Creek. On January 20, 2010, Maple [814]*814Grove notified Marketline that it was making a demand on the three claimed letters of credit unless Marketline agreed to extend their expiration dates for another year. The notification included sight drafts and certificates meeting the requirements specified in the letters of credit. Marketline declined to extend the expiration dates and refused to honor the letters of credit.

In March 2010, Maple Grove sued Mar-ketline for wrongfully dishonoring the letters of credit. Marketline denied that the documents were letters of credit and that its actions were wrongful, and alleged multiple counterclaims against Maple Grove, including fraud, negligent misrepresentation, promissory estoppel, and unjust enrichment. Maple Grove served interrogatories and document requests, and received Marketline’s responses by the end of June. Marketline did not engage in discovery until August 2010, when it attempted to schedule depositions.

Also in August, Maple Grove moved for summary judgment on its wrongful-dishonor claim and dismissal of Marketline’s counterclaims. Maple Grove refused to submit to depositions pending a district court hearing on its motions. Marketline moved to continue consideration of Maple Grove’s motions until after it could conduct depositions. After a hearing, the district court denied the continuance and concluded that the documents were letters of credit, that further discovery would not provide information relevant to Market-line’s liability under the letters of credit, and that Marketline failed to establish the necessary elements of each of its counterclaims. Accordingly, the district court dismissed Marketline’s counterclaims and ordered entry of summary judgment for Maple Grove.

Maple Grove then moved the district court for attorney fees and costs and disbursements. Before the district court ruled on this motion, Marketline appealed the entry of summary judgment. Maple Grove challenged jurisdiction while the motion for attorney fees was pending. A special term panel determined that this court had jurisdiction over the appeal of summary judgment because the motion for attorney fees was collateral to the merits of the underlying action and did not prevent that entry of summary judgment from being an appealable final judgment.

In December, the district court awarded Maple Grove attorney fees and other expenses. Marketline appealed the award, and this court consolidated Marketline’s two appeals.

ISSUES

I. Did the district court err in determining that the documents in question are letters of credit that triggered Marketline’s obligations and were wrongfully dishonored?

II. Did Marketline sufficiently establish any of its counterclaims?

III. Did the district court abuse its discretion in denying Marketline’s motion for a continuance?

IV. Did the district court err in awarding attorney fees to Maple Grove?

ANALYSIS

I. Qualifying as Letters of Credit

The first issue is whether the district court erred in granting summary judgment to Maple Grove on its claim that Marketline wrongfully dishonored the letters of credit. On appeal from summary judgment, we review de novo (1) whether there are any genuine issues of material fact; and (2) whether the district court erred in its application of the law.

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802 N.W.2d 809, 75 U.C.C. Rep. Serv. 2d (West) 380, 2011 Minn. App. LEXIS 99, 2011 WL 3241845, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-maple-grove-v-marketline-construction-capital-llc-minnctapp-2011.