Minnesota Vikings Football Stadium, LLC v. Wells Fargo Bank, National Ass'n

193 F. Supp. 3d 1002, 2016 U.S. Dist. LEXIS 82430, 2016 WL 3527248
CourtDistrict Court, D. Minnesota
DecidedJune 23, 2016
DocketCivil No. 15-4502 (DWF/JSM)
StatusPublished
Cited by8 cases

This text of 193 F. Supp. 3d 1002 (Minnesota Vikings Football Stadium, LLC v. Wells Fargo Bank, National Ass'n) 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, National Ass'n, 193 F. Supp. 3d 1002, 2016 U.S. Dist. LEXIS 82430, 2016 WL 3527248 (mnd 2016).

Opinion

MEMORANDUM OPINION AND ORDER

DONOVAN W. FRANK, United States District Judge

INTRODUCTION

Plaintiff Minnesota Vikings ■ Football Stadium, LLC (“MVFS”) sued Defendant Wells Fargo Bank, National Association (“Wells Fargo”) after Wells Fargo began installing roof-top signs on two 17-story office towers (the “Wells Fargo Towers”) located next to U.S. Bank Stadium (the “Stadium”) in Minneapolis. MVFS claims that Wells Fargo’s mounted and illuminated 1 roof-top signs violate the parties’ contract, which permits only flat, painted rooftop signs. Asserting that Wells Fargo’s roof-top signs adversely affect the Stadium’s “image,” MVFS seeks a permanent injunction requiring Wells Fargo to remove the signs and prohibiting Wells Fargo from installing or maintaining any other mounted or illuminated roof-top signs on the Wells Fargo Towers. MVFS also seeks an order rescinding Wells Fargo’s rights to install any roof-top signage of any kind, and it seeks attorneys’ fees and costs.

Nearly five months ago, the Court denied MVFS’s motion for a preliminary injunction requiring Wells Fargo to disassemble or cover the roof-top signs that it was in the process of installing on the Wells Fargo Towers. One basis for that decision was the speculative nature of the injury MVFS claimed it would suffer if the Court did not enjoin Wells Fargo prior to deciding the merits of the case. Now, Wells Fargo has completed the installation of the roof-top signs, and the parties have [1007]*1007completed discovery and submitted cross-motions for summary judgment.

Considering the evidence and arguments of counsel, the- Court holds that because the parties’ contract unambiguously prohibits the roof-top signs that Wells Fargo has installed on the Wells Fargo Towers, Wells Fargo is liable for breach of contract. Further, the balance of equities supports a permanent .injunction requiring Wells Fargo to remove its current- roof-top signs and prohibiting Wells Fargo- from installing or maintaining any other mounted or illuminated roof-top signs. The Court finds no basis for an order rescinding Wells Fargo’s contractual rights to install non-mounted, non-illuminated roof-top signs. Still, MVFS is the prevailing party and, pursuant to the parties’ contract, is entitled to attorneys’ fees and costs.

BACKGROUND2

1. The Stadium and the Wells Fargo Towers

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, the future home of the Minnesota Vikings, a football team in the National Football League. 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 are parties to a Stadium Use Agreement and a Stadium Development Agreement. (Doc. No. 15 (“Becker Deck”) ¶¶2-3.) The Stadium Use Agreement gives MVFS the right to control the branding and image of the Stadium. (Id. ¶ 2, Ex. 1 at Arts. 11, 23; see also Doc. No. 47 (“Coan Deck”) ¶5, Ex. D (“Hanson Dep.”) at 31-32.) The Stadium Development Agreement establishes a Stadium Design and Construction Group, which includes representatives from both MSFA and MVFS, and gives it responsibility for the Stadium’s design and construction. (Becker Deck ¶ 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 redevelopment project in Downtown East, the neighborhood where the Stadium is located. (Doc. No. 23 (“Hanson Deck”) ¶¶ 3-4.) The project includes construction of the Wells Fargo Towers, which will house offices for over 5,000 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.)

II. The Signage Agreement

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”).) Three provisions of the Signage Agreement are of particular relevance to this case:

First, paragraph 1(a) restricts the rooftop signs that Wells Fargo may install and maintain on the Wells Fargo Towers:

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 [1008]*1008(56’ x 56’) and utility on the attached Downtown East Master Signage Plan Revision 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).) The Master Signage Plan, attached as Exhibit D to the Signage Agreement, is a sixteen-page document with multiple diagrams showing exterior signs on the Wells Fargo Towers. (Signage Agreement, Ex. D (“Master Signage Plan”).) One of these diagrams shows roof-top signs. (Master Signage Plan at D-9.) According to the diagram, each sign is identical to the other and features yellow letters spelling “Wells Fargo” on a red background measuring 56 feet in height and 56 feet in width. (Id.) The diagram shows the signs’ location and orientation on the roofs of the two Wells Fargo Towers, and it includes the following text:

Non-Mounted Skyview Graphic (Qty. 2)
Painted Roof Sign, Custom
Additional street level signage to be further defined at a later date.

(Id.) The diagram also appears to represent the Wells Fargo Towers in daylight and does not address illumination of the roof-top signs. (Id.)

. Second, paragraph 2 states MVFS’s promise to refrain from interfering .with Wells Fargo’s efforts to gain approval for its signs from the City of Minneapolis:

2. Covenants of [MVFS]. [MVFS] and its Affiliates will discontinue opposition to and will 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.) At the time the parties entered into the Signage Agreement, the City of Minneapolis Sign Ordinance prohibited most roof-top signs, including the signs that Wells Fargo sought to install on the Wells Fargo -Towers. (Hanson Decl. ¶ 9.)

Third, paragraph 5 provides that violation of the Signage Agreement, by either party, will cause irreparable harm:

5. Remedies. The’ parties acknowledge and agree that if Wells Fargo ...' or if [MVFS] ...

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193 F. Supp. 3d 1002, 2016 U.S. Dist. LEXIS 82430, 2016 WL 3527248, Counsel Stack Legal Research, https://law.counselstack.com/opinion/minnesota-vikings-football-stadium-llc-v-wells-fargo-bank-national-assn-mnd-2016.