Minnesota Vikings Football Stadium, LLC v. Wells Fargo Bank

157 F. Supp. 3d 834, 2016 U.S. Dist. LEXIS 10352, 2016 WL 355070
CourtDistrict Court, D. Minnesota
DecidedJanuary 28, 2016
DocketCivil No. 15-4502 (DWF/JSM)
StatusPublished
Cited by1 cases

This text of 157 F. Supp. 3d 834 (Minnesota Vikings Football Stadium, LLC v. Wells Fargo Bank) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Minnesota Vikings Football Stadium, LLC v. Wells Fargo Bank, 157 F. Supp. 3d 834, 2016 U.S. Dist. LEXIS 10352, 2016 WL 355070 (mnd 2016).

Opinion

MEMORANDUM OPINION AND ORDER

DONOVAN W. FRANK, United States District Judge

INTRODUCTION

Plaintiff Minnesota Vikings Football Stadium, LLC (“MVFS”) is involved in the [837]*837construction and promotion of U.S. Bank Stadium (the “Stadium”), the future home of the Minnesota Vikings, a.team in the National Football League (“NFL”). The Stadium, which is currently under construction, is located in the Downtown East area of Minneapolis. Defendant Wells Fargo Bank, National Association (“Wells Fargo”) is a national bank that owns two 17-story office towers (the ‘Wells Fargo Towers”) that, like the Stadium, are currently under construction and located in Downtown East. In this action, MVFS claims that Wells Fargo breached its contract with MVFS by installing mounted and illuminated signs on the roof-tops of the Wells Fargo Towers when the parties’ contract allows orily non-mounted, non-illuminated roof-top signs.1

This matter is before the Court on MVFS’s Motion for' Mandatory Preliminary Injunction (Doe. No. 10). MVFS asks the Court to require Wells Fargo to disassemble or cover the roof-top signs on the Wells Fargo Towers. For the reasons stated below, MVFS’s motion is denied. •

BACKGROUND

■In 2012, the Minnesota legislature enacted Minn. Stat. §§ 473J.01-473J.27 (the “Stadium Legislation”) “to provide for the construction, financing, and long-term use” of the Stadium. Minn. Stat. § 473J.01; see also 2012 Minn. Sess. Law Serv: Ch. 299 (H.F. 2958) (West). The Stadium Legislation established the Minnesota Sports Facilities Authority (“MSFA”), a public body consisting of three members appointed by the Governor of Minnesota and two members appointed by the Mayor of Minneapolis. Minn. Stat. § 473J.07. MSFA and MVFS entered into a Stadium Use Agreement and a Stadium Development Agreement. (Doc. No. 15 (“Becker Deck”) ¶¶ 2-3.) The Stadium Use Agreement gave MVFS the right to control the branding and image of the Stadium. (Id. ¶ 2, Ex. 1.) The Stadium Development Agreement established a Stadium Design and Construction Group, which included representatives from both MSFA and MVFS, and gave it responsibility for the Stadium’s design and construction. (Id. ¶ 3, Ex. 2.)

After the enactment of the Stadium Legislation, Wells Fargo partnered with Ryan Companies (“Ryan”) and the City of Minneapolis (the “City”) on a Downtown East mixed-use redevelopment project. (Doe. No. 23 (“Hanson Deel.”) ¶¶ 3-4.) The project includes construction of the Wells Fargo Towers, which will house offices for over 6,000 Wells Fargo employees. (Id. ¶4.) On November 12, 2013, the Minneapolis City Planning Commission approved Ryan’s design for the Wells Fargo Towers. (Becker Deck ¶¶ 5-6, Exs. 3-4.)

On February 10, 2014, MVFS and Wells Fargo entered into-an Agreement Regarding-Signage (the “Signage Agreement”), which relates to the, exterior signs ,-that Wells Fargo may install on the Wells Fargo Towers. (Id. ¶ 9, Ex. 6 (“Signage Agreement”).) The Signage Agreement states, in relevant part:

1. Signage Restrictions. The following types of exterior signs ... are prohibited on the [Wells Fargo Towers]:
(a) roof-mounted or roof-applied signs of any kind other than (i) those depicted in terms 'of image, location, scale, size (56’ x 56’) and utility on the attached Downtown East Master Signage Plan [838]*838Revision dated January 22, 2014 and attached as Exhibit D (the “Master Signage Plan”); provided that roof top signs of the same image and in the same location as the 56’ x 56’ signs depicted on the Master Signage Plan may be smaller in size, scale and utility.

(Signage Agreement ¶ 1(a).) Exhibit D, the Master Signage Plan, is a sixteen-page document with multiple diagrams showing exterior signs on the Wells Fargo Towers. (Id., Ex. D) The diagram at issue shows one 56-foot by 56-foot sign on each of the two Towers. (Id., Ex. D at D-9.) It includes the following text: “Non-Mounted Sky-view Graphic (Qty. 2) Painted Roof Sign, Custom.” (Id.) The Master Signage Plan also includes plans for, among other signs, four 58-foot by 5-foot illuminated signs near the top of four faces of the Wells Fargo Towers. (Id., Ex. D at D-4, D-8.) Only the roof-top signs are disputed in this lawsuit.

At the time the parties entered into the Signage Agreement, the City of Minneapolis Sign Ordinance prohibited certain roof-top signs, including the signs that Wells Fargo sought to install on the Wells Fargo Towers. (Hanson Decl. ¶ 9.) In this context, 'MVFS agreed that it would:

discontinue opposition to and w[ould] not oppose Wells Fargo’s efforts now or in the future to obtain approval from the City of Minneapolis for the Roof Top signs, wall mounted signs and ground mounted monuments depicted in terms of image, location, scale, size (or smaller) and utility on the Master Signage Plan, or substitute signage in conformance with this Agreement.

(Signage Agreement ¶ 2.) The parties also agreed that violation of the Signage Agreement, by either party, would cause irreparable harm:

5. Remedies. The parties acknowledge and agree that if Wells Fargo ... or if [MVFS] ... fails to observe one or more of the restrictions set forth in this Agreement or fails to perform one or more of the covenants to which such person or entity is subject ... the persons or entities benefited by the covenant or restriction would suffer irreparable harm for which a recovery of money damages would not be an inadequate [sic] remedy.

(Id. ¶ 5.) In the same provision, the parties agreed that a person or entity benefitting from the Signage Agreement’s restrictions could file a lawsuit seeking temporary or permanent injunctive relief. (Id.)

In early 2014, Wells Fargo promoted an amendment to the City of Minneapolis Sign Ordinance that would permit the roof-top signs that Wells Fargo wanted to install on the Wells Fargo Towers. (Hanson Decl. ¶ 9, Ex. A.) MVFS did not oppose the amendment, and on March 28, 2014, the Minneapolis City Council passed it.2 (Id. ¶ 10; see also Doc. No. 12 (“Pl.’s Memo”) at 9.)

On August 8, 2014, Wells Fargo presented MVFS with a document depicting Wells Fargo’s plan for signs on the Wells Fargo Towers (the “Proposed Signage Document”). (Becker Decl. ¶ 16, Ex. 12.) Like the Master Signage Plan attached to the Signage Agreement, the Proposed Signage Document shows one 56-foot by 56-foot rooftop sign on each of the two Wells Fargo Towers. (See id. at 8.) Unlike the Master Signage Plan, the Proposed Signage Document includes details about the [839]*839construction of signs on the Wells Fargo Towers, including that the roof-top signs will feature illuminated lettering, mounted on I-beams, on a painted background. (See id. at 17-18.) On August 13, 2014, MVFS sent a letter to Wells Fargo stating its position that the Signage Agreement did not permit Wells Fargo to install the mounted, illuminated rooftop signs featured in the Proposed Signage Document. (Becker Decl. ¶ 18, Ex. 13.)

Nonetheless, Wells Fargo indicated its intention to install roof-top signs with mounted, illuminated lettering on at least three occasions.

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157 F. Supp. 3d 834, 2016 U.S. Dist. LEXIS 10352, 2016 WL 355070, Counsel Stack Legal Research, https://law.counselstack.com/opinion/minnesota-vikings-football-stadium-llc-v-wells-fargo-bank-mnd-2016.