City of St. Paul ex rel. Housing & Redevelopment Authority v. St. Anthony Flats Ltd. Partnership

517 N.W.2d 58, 1994 Minn. App. LEXIS 495, 1994 WL 226970
CourtCourt of Appeals of Minnesota
DecidedMay 31, 1994
DocketNo. C0-93-2461
StatusPublished
Cited by9 cases

This text of 517 N.W.2d 58 (City of St. Paul ex rel. Housing & Redevelopment Authority v. St. Anthony Flats Ltd. Partnership) 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 St. Paul ex rel. Housing & Redevelopment Authority v. St. Anthony Flats Ltd. Partnership, 517 N.W.2d 58, 1994 Minn. App. LEXIS 495, 1994 WL 226970 (Mich. Ct. App. 1994).

Opinion

OPINION

CRIPPEN, Judge.

Appellant City of St. Paul Housing and Redevelopment Authority, a mortgagee, challenges the trial court’s summary judgment for respondent St. Anthony Flats Limited Partnership, the mortgagor, in an action initiated by appellant to collect on a $200,000 note. The trial court ordered judgment upon determining that appellant had elected the remedy of mortgage redemption and could not thereafter hold respondent personally liable on the note.

FACTS

St. Anthony owned a building in St. Paul encumbered by three mortgages. The first and third mortgages, in favor of Drovers First American Bank of South St. Paul, secured construction loans of $650,000 and $280,000, respectively. The second mortgage in favor of appellant HRA secured a con[60]*60struction loan of $200,000. As a condition of making the last construction loan and accepting the third mortgage, Drovers required St. Anthony and HRA to join the bank in a parity agreement.

The purpose of the parity agreement was to make the second and third mortgages “of equal rank and coordinate priority.” The agreement designated Drovers as the collection agent for the payments on all three loans. It provided that in the event that Drovers foreclosed on the first mortgage and purchased the property at the foreclosure sale, the following procedures for redemption were to be followed: To preserve its rights to redeem from the first mortgage, appellant would record and serve on Drovers a notice of intention to redeem from the first mortgage. Upon receipt of the notice, Drovers could record and serve on appellant a notice of intention to redeem from the first and second mortgages. The parties would then exchange certificates of redemption.

Following the exchange of notices and certificates of redemption under the parity agreement, Drovers would acquire title to the property and offer to sell it, either to appellant, who had a first right of refusal, or to a third party if appellant declined. If a third party purchased the property, then the proceeds of the sale would be applied against St. Anthony’s debts secured by the mortgages. In the event that the proceeds were insufficient, they would be distributed first to satisfy the note secured by the first mortgage, and the remainder distributed pro rata to satisfy the notes secured by the second and third mortgages.

Respondent defaulted on the mortgages and Drovers proceeded to foreclose the first mortgage by action. In January 1992, Drovers successfully bid $600,000 for the property at the foreclosure sale. In March, the sale was confirmed by court order. In May, pursuant to the terms of the parity agreement, HRA and Drovers exchanged notices of intention to redeem. In August, HRA initiated an action on the $200,000 note against St. Anthony.

In September, Drovers and HRA exchanged certificates of redemption, but in accord with the parity agreement neither paid cash to the other. In October, Drovers entered into a purchase agreement for sale of the property to St. Anthony for $636,000. Drovers offered the property for sale to HRA on the same terms. In November, the HRA declined the offer, and expressed its intention to proceed against St. Anthony personally for the amount due on the secured note.

In April 1993, St. Anthony moved for summary judgment. In October, the trial court granted the motion on grounds that HRA had “conclusively elected the remedy of foreclosure and redemption,” and was barred from pursuing an action on the note.

ISSUES

1. Did HRA actually redeem from the foreclosure sale when, pursuant to the terms of the parity agreement, it recorded and served on Drovers a notice of intention to redeem and subsequently received a certificate of redemption from Drovers indicating that appellant had “paid” the full amount due on the note secured by the first mortgage?

2. If HRA redeemed from the first mortgage and Drovers in turn redeemed from the first and second mortgages, then was HRA barred from seeking a deficiency judgment against St. Anthony for the difference between the debt owed to HRA by St. Anthony and the amount distributed to the HRA from the proceeds of the property sale?

ANALYSIS

This case involves construction and application of the mortgage foreclosure statutes and the parity agreement. A question of statutory interpretation is a question of law for de novo review. State v. Zacher, 504 N.W.2d 468, 470 (Minn.1993). Likewise, the construction and effect of contracts are questions of law. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn.1979).

1. Redemption

Redemption by a junior mortgagee or lienholder is the right to repurchase from the buyer property that was sold in satisfaction of a judgment or other claim against the debtor. See Sprague v. Martin, 29 Minn. [61]*61226, 231, 13 N.W. 34, 37 (1882); see also Minn.Stat. § 680.24 (1992) (redemption by creditor). Redemption is accomplished by paying “all liens prior to the lienholder’s own held by the person from whom redemption is made.” Minn.Stat. '§ 580.24.1 The redemp-tioner must pay “the amount required by law for such redemption,” Minn.Stat. § 580.25 (1992), which is defined as the amount that the buyer paid at the foreclosure sale, plus interest from the time of sale, together with any other taxes and costs as provided by law, plus the amounts due on all senior liens. Minn.Stat. §§ 580.24 (redemption by creditor), 582.03 (1992) (purchaser may pay taxes and other expenses due). Upon receipt of full payment, the person from whom the property is redeemed issues a certificate of redemption to the redemptioner. Minn.Stat. § 580.26 (1992). A certificate of redemption provides prima facie evidence that a redemption occurred and that all the facts recited in such a certificate relating to the act of redemption are true. Willis v. Jelineck, 27 Minn. 18, 24, 6 N.W. 373, 375 (1880).

The factual recitations contained in the certificates of redemption exchanged between St. Anthony and Drovers establish that on September 14, 1992, Drovers “received” from HRA the sum of $618,821.97 “in full redemption” of the property from the mortgage foreclosure sale.2 On September 30, 1992, HRA “received” from Drovers the sum of $806,226.06 “in full redemption” of the property from the mortgage foreclosure sale. These recitations create the presumption that HRA, as the senior lienholder on the property after the foreclosure sale, redeemed from the sale by paying Drovers the “amount required by law,” that is, the amount that Drovers had bid at the mortgage foreclosure sale, plus interest and costs. Drovers, as the junior lienholder, in turn redeemed from HRA by paying the amount bid at the mortgage foreclosure sale, plus the outstanding amount due on the second mortgage, plus interest and costs.

HRA argues that it did not in fact complete a redemption, because it “stopped short of the ultimate fulfillment of the terms of the Parity Agreement, which was to take title and possession of the foreclosed property, sell it, and apply the sales proceeds to its debt on a shared basis with the Bank.” But nothing in the terms of the parity agreement supports the notion that redemption would not be valid unless those events had occurred. Nor does Minnesota law impose such a requirement.

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Bluebook (online)
517 N.W.2d 58, 1994 Minn. App. LEXIS 495, 1994 WL 226970, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-st-paul-ex-rel-housing-redevelopment-authority-v-st-anthony-minnctapp-1994.