First National Bank in Worthington v. State

406 N.W.2d 571, 1987 Minn. App. LEXIS 4424
CourtCourt of Appeals of Minnesota
DecidedJune 2, 1987
DocketNo. C5-86-1898
StatusPublished

This text of 406 N.W.2d 571 (First National Bank in Worthington v. State) 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
First National Bank in Worthington v. State, 406 N.W.2d 571, 1987 Minn. App. LEXIS 4424 (Mich. Ct. App. 1987).

Opinion

OPINION

HUSPENI, Judge.

The trial court determined that appellant, First National Bank in Worthington, was not entitled to recover from the State of Minnesota under the Family Farm Security Program. On appeal the Bank argues that the trial court erred in finding that the Bank’s cancellation of a preceding contract for deed precluded its recovery of the State’s guarantee on a subsequent contract for deed. We affirm.

FACTS

This case was submitted to the trial court on stipulated facts and arises from a series of transactions involving the same parcel of farm land. In July 1973, Albert and Arline Milbrath sold this land to Jerry and Joann Narber on a contract for deed. On April 11, 1975, the Narbers assigned their vendee’s interest under the contract to the First State Bank of Lakefield, which later merged with the First National Bank in Worthington. At the same time the Nar-bers also executed a quit claim deed to the Bank for the same parcel of land. Then in May 1978, while the Bank still held the assignment and quit claim deed, the Nar-[572]*572bers once again sold the land to David and Patricia Rentschler on a contract for deed.1

The Rentschlers in turn sold the land to Larry and Cynthia Koep on another contract for deed. In addition to the contract for deed the Koeps, the Rentschlers and the State of Minnesota entered into a seller-sponsored loan agreement under the Family Farm Security Program. The agreement provided in part that should the Koeps default on their payments, the Rentschlers could look to the State for fulfillment of the loan obligation.

The Koeps failed to make their contract for deed payment to the Rentschlers that was due December 5, 1983. The Rentsch-lers also defaulted on their payment under the contract with the Narbers that was due March 1, 1984. In April 1984 the Bank, as assignee of the Narbers, served notice of cancellation of the contract for deed between the Narbers and Rentschlers upon the Rentschlers. Subsequently the Bank made the payments due under the Mil-brath/Narber contract for deed and obtained a warranty deed to the property.

On May 7, 1984, the Rentschlers, through their attorney, sent a letter to the Attorney General asking for payment under the guarantee agreement. The letter indicated that the Rentschlers had received notice of cancellation of their contract for deed with the Narbers and that they had advised the Family Farm Security Program of the cancellation. A May 16, 1984, letter from the Attorney General’s office to the Bank stated that the guarantee had terminated due to the Rentschlers’ default on the underlying contract for deed.

On June 19, 1984, the Rentschlers entered into an agreement with the Bank wherein the Rentschlers agreed to surrender or sell certain collateral. The agreement also provided that the Rentschlers would cooperate in recovering on the contract for deed with the Koeps and collecting the State’s guaranteed payment. Subsequently on July 19, 1984, the Bank wrote to the Attorney General noting the statutory 180 day waiting period had ended and demanding the State pay the Bank according to the guarantee agreement with the Rentschlers and Koeps. The State refused, and the Bank brought suit to recover the Koeps’ outstanding obligation under the guarantee agreement.

ISSUE

Is appellant, which was not a party to the original seller-sponsored loan agreement, entitled to enforce the agreement against the State?

ANALYSIS

The trial court concluded that:

The bank elected to serve the cancellation notice rather than seeking to recover payment under the contract; therefore, the bank cannot seek to recover any payments due under the contract.

Although our analysis differs from the trial court’s, we do agree with the result and affirm on other grounds. See Cambern v. Hubbling, 307 Minn. 168, 238 N.W.2d 622 (1976).

The Bank argues that it only canceled the contract for deed between the Narbers and Rentschlers and not the Rentsch-ler/Koep contract for deed. Therefore, the Bank claims it acquired the Rentschlers’ rights in their contract with the Koeps and as a result has several remedies available [573]*573for the Koeps’ default, including statutory cancellation of the contract or a claim for the State’s guarantee under the Family Farm Security Program.

The agreement with the Bank states:

Rentschlers understand that Bank is cancelling a Contract for Deed running from Rentschlers to Larry and Cynthia Koep. Rentschlers further understand that the debt owed by Koeps to Rentsch-lers under the terms of the Contract for Deed has been guaranteed by the State of Minnesota under the provisions of the Young Farmers Security Program as such program is set forth in M.S.A. § 41.51-41.61. Rentschlers agree that they will cooperate with Bank in the cancellation of the Contract for Deed and in the process of making a claim for the portion of the debt guaranteed by the State of Minnesota.

The laws relating to transactions guaranteed under the Family Farm Security Program allow for assignment or transfer of the seller’s interest. However, there is no evidence in the record before us that constitutes an effective assignment of the Rentschlers’ vendor’s interest in the contract for deed with the Koeps or of their interest in the seller-sponsored loan agreement with the State.

While no particular language is required for an effective assignment, “an intent to transfer must be manifested and the assignor must not retain any control over the fund or any power of revocation.” Guaranty State Bank of St. Paul v. Lindquist, 304 N.W.2d 278, 281 (Minn.1980) (quoting Springer v. J.R. Clark Co., 46 F.Supp. 54, 58 (D.Minn.1942), rev’d on other grounds, 138 F.2d 722 (8th Cir.1943)).

While the language of the Bank’s agreement with the Rentschlers suggests cooperation between them, it also anticipates that the Rentschlers will remain active in the process, which negates a finding of assignment. Further, the agreement states that: “Bank is willing to accept the proceeds of the sale of the collateral in full payment of the debt owed by Rentschlers to Bank.” Apparently the parties did not intend an assignment of the Rentschlers’ rights in the seller-sponsored loan agreement to be necessary to the settlement agreement. This factor also negates a finding of an effective assignment because under the terms of the agreement, any assignment would have been without consideration and therefore gratuitous. Finally, the record shows that in an earlier transaction with the Narbers, the parties had executed a formal document entitled “Assignment of Contract for Deed.” Even though such a document was available and had been employed by the bank on other occasions, no such document accompanies the settlement agreement.

While not necessary to the resolution of this appeal, we note that the State contends that the loan guarantee was ineffective because the Rentschlers had violated Minn. Rule 1560.3000 by failing to give the State notice of the purported assignment and because they had defaulted on their underlying contract for deed. Rule 1560.3000 provides:

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cambern v. Hubbling
238 N.W.2d 622 (Supreme Court of Minnesota, 1976)
Guaranty State Bank of St. Paul v. Lindquist
304 N.W.2d 278 (Supreme Court of Minnesota, 1980)
Springer v. J. R. Clark Co.
138 F.2d 722 (Eighth Circuit, 1943)
Springer v. J. R. Clark Co.
46 F. Supp. 54 (D. Minnesota, 1942)

Cite This Page — Counsel Stack

Bluebook (online)
406 N.W.2d 571, 1987 Minn. App. LEXIS 4424, Counsel Stack Legal Research, https://law.counselstack.com/opinion/first-national-bank-in-worthington-v-state-minnctapp-1987.