Rural American Bank of Greenwald v. Herickhoff

485 N.W.2d 702, 1992 Minn. LEXIS 154, 1992 WL 118976
CourtSupreme Court of Minnesota
DecidedJune 5, 1992
DocketCX-90-2341
StatusPublished
Cited by33 cases

This text of 485 N.W.2d 702 (Rural American Bank of Greenwald v. Herickhoff) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rural American Bank of Greenwald v. Herickhoff, 485 N.W.2d 702, 1992 Minn. LEXIS 154, 1992 WL 118976 (Mich. 1992).

Opinions

KEITH, Chief Justice.

This ease involves the interpretation of Minnesota’s credit agreement statute, Minn.Stat. § 513.33 (1990 & Supp.1991),1 and its application to agriculture operational loans made to a retired farmer and his son and daughter-in-law.

Appellant, Rural American Bank of Greenwald (Bank), commenced this action against respondent, Ben Herickhoff, seeking to recover on a promissory note for $175,000, interest and attorney fees. Respondent asserted, as defenses, fraud and breach of the contractual provisions of the Loan Agreement underlying the note. Two weeks before trial, the Bank amended its complaint to assert, as a defense to respondent’s breach of contract claim, the Minnesota credit agreement statute which requires credit agreements to be in writing and signed by the parties. Minn.Stat. § 513.33, subd. 2 (1990).

A jury trial was held and the jury, by special interrogatory, returned a verdict in favor of Ben Herickhoff finding that the Bank had breached the Loan Agreement underlying the Promissory Note. One month later, the court granted judgment in favor of the Bank finding that respondent was barred from asserting breach of contract as a defense because the Loan Agreement was signed only by Mark and Donna Herickhoff and not by the Bank and thus failed to meet the requirements of section 513.33, subd. 2.

[704]*704The Court of Appeals reversed the trial court’s post-verdict judgment and ordered reinstatement of the jury verdict. Rural American Bank v. Herickhoff, 473 N.W.2d 361 (Minn.App.1991). The Bank petitioned for further review. We affirm.

I.

Mark and Donna Herickhoff farm 2,300 acres in rural Minnesota. Some of their farm land was part of the Herickhoff family farm which had been farmed since the 1930s by Mark’s parents, Ben Herickhoff and his wife, Anna, now in their eighties and retired. Mark and Donna’s operation requires large amounts of cash yearly to purchase inputs to plant such acreage. In the spring of 1986 the Herickhoffs needed more cash than their bank, the State Bank of Greenwald (State Bank), could lend to them. A solution to the State Bank’s lending limit was devised, whereby the State Bank agreed to lend $175,000 to Mark and Donna Herickhoff and, separately lend, $175,000 to Ben Herickhoff. The Herick-hoffs had been one of the State Bank’s largest farm customers for many years. Ben was initially hesitant to be involved in this loan, but agreed, on the condition that the proceeds from the sale of the crops be applied to first pay off his loan.

All of the documents related to these transactions were executed in the State Bank on May 1, 1986. Bernard Sunder-man, then a loan officer and currently President of the Rural American Bank of Greenwald, Doug Winter, then Vice President, Ben and Mark Herickhoff met at the State Bank’s board room to finalize the loans. Mark signed a promissory note for $175,000. Ben also signed a promissory note for $175,000. Security agreements and lines of credit were also signed by the parties.

A final document entitled “Loan Agreement for Mark and Donna Herickhoff” (Loan Agreement) wafe drafted and typed on the State Bank’s letterhead by the State Bank’s Vice President, Doug Winter. This Loan Agreement contained the arrangement regarding the priority repayment of Ben’s loan. It was dated May 1, 1986 and signed by both Mark and Donna. This document, which is at the heart of this action, states, in part:

Mark and Donna Herickhoff ... agree to use the funds that are borrowed from Ben Herickhoff to be used for the sole purpose of the 1986 inputs for crops.... We agree that all income from crops ... shall be applied to the principal amount oweing (sic), First to the Loan of Ben Herickhoff.

Doug Winter testified that “according to the loan agreement that was signed, it was the understanding that Ben would have priority to Mark.” The entire transaction was reviewed and approved by the State Bank’s Loan Committee and all documentation, including the Loan Agreement, was placed in the Herickhoff loan file.

The 1986 crop yield was disastrous and the loans could not be repaid. Both Ben’s and Mark’s notes were renewed in December of 1986 and in July of 1987. No additional loan agreements were executed at either renewal date nor were any loan terms changed.

The 1987 crop yield was better and the Herickhoffs were able to apply over $233,-000 to the debt. Despite the priority repayment plan of the Loan Agreement, the proceeds from the sale of the crops were not applied to Ben’s loan but rather were applied to pay off the entirety of Mark’s loan. In response to the Herickhoffs questioning regarding the handling of the loans, Bernard Sunderman, the State Bank’s Loan Officer, told the Herickhoffs that “the Bank comes first.”

On October 2, 1987, the Commissioner of Commerce of the State of Minnesota determined that the State Bank of Greenwald was insolvent, closed it, took possession of its assets and appointed the FDIC as receiver. Deposit obligations and assets, including the Herickhoff loans, were transferred to the Rural American Bank of Greenwald. Bernard Sunderman' became the president of the new bank.

Shortly thereafter, the Bank informed Ben that his loan was due and demanded payment in full. When he refused to pay, the Bank commenced suit against Ben. [705]*705The parties engaged in extensive discovery and numerous motions were made by both sides. Shortly before trial, the Bank brought a motion to amend its pleadings so that it could formally invoke the Minnesota credit agreement statute, Minn.Stat. § 513.33 (1990). The Bank’s motion to amend was granted by the court two weeks before trial.

On the first day of the jury trial, the Bank brought a motion in limine seeking to prohibit introduction of the Loan Agreement and evidence of oral promises regarding the Loan Agreement. They also brought a motion for a directed verdict alleging that section 513.33, subdivision 2, barred Ben’s defense. The court allowed the admission of the Loan Agreement and any related oral evidence and took the motion for a directed verdict under advisement.

The jury returned a special verdict for Ben Herickhoff finding, among other things, that the Bank had breached its contract with Ben, that Ben had not waived the breach, and that the Bank had not fraudulently induced Ben to enter into the loan. One month later, the court reversed the jury verdict. The court concluded that the Loan Agreement was a “financial accommodation” within the meaning of the credit agreement statute but that the signature of the Bank could not be inferred from the use of the letterhead stationery and therefore the signature requirement of the statute was not met.

The Herickhoffs appealed the trial court’s ruling. The Court of Appeals reversed and reinstated the jury verdict upon their conclusion that the Loan Agreement signed by Mark and Donna Herickhoff was neither a credit agreement nor a financial accommodation within the meaning of section 513.33. Rural American Bank of Greenwald v. Herickhoff, 473 N.W.2d at 363.

During the pendency of the appeal, the Herickhoffs took their legal problem to their State Representative, Sylvester Uphus.

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Bluebook (online)
485 N.W.2d 702, 1992 Minn. LEXIS 154, 1992 WL 118976, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rural-american-bank-of-greenwald-v-herickhoff-minn-1992.