VH-Minneapolis South Inc v. TGI Friday's Inc., Akaashaman LLC

• Court: Court of Appeals of Minnesota
• Decided: August 11, 2025
• Docket: a241820
• Status: Unpublished

Opinion

This opinion is nonprecedential except as provided by Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA IN COURT OF APPEALS A24-1820

VH-Minneapolis South Inc, Respondent,

vs.

TGI Friday’s Inc., Defendant,

Akaashaman LLC, Appellant.

Filed August 11, 2025 Affirmed Reyes, Judge

Hennepin County District Court File No. 27-CV-20-12600

Patrick J. Rooney, Anna M. Swiecichowski, Fafinski Mark & Johnson, PA, Eden Prairie, Minnesota (for respondent)

Jeffrey M. Markowitz, Arthur, Chapman, Kettering, Smetak & Pikala, PA, Minneapolis, Minnesota; and

Adam L. Massaro (pro hac vice), Reed Smith, Denver, Colorado (for appellant)

Considered and decided by Cochran, Presiding Judge; Reyes, Judge; and Schmidt,

Judge. NONPRECEDENTIAL OPINION

REYES, Judge

Appellant-easement holder challenges the district court’s award of monetary

damages to respondent-property owner for nonpayment of easement expenses, arguing that

respondent did not properly furnish expense invoices and failed to provide notice of default

as required by the easement agreement. We affirm.

FACTS

This case arises from the nonpayment of expenses associated with a parking-lot

easement. Appellant Akaashaman LLC owns a TGI Friday’s restaurant in Bloomington,

and respondent VH-Minneapolis South (VH) owns a neighboring DoubleTree by Hilton

hotel. VH’s property includes the parking lot immediately surrounding Akaashaman’s

restaurant (the common area). Without an easement, Akaashaman would lack access to

the parking lot.

The Easement

The prior owners of the properties entered into an easement agreement in 1989. The

agreement grants the restaurant owner an easement that gives its guests and employees

access to the entirety of the parking lot owned by the hotel owner. The easement is

perpetual and nonexclusive, runs with the land, and is binding upon successors in interest.

Under the agreement, the hotel owner is responsible for maintaining the common

area, which includes keeping it safe, landscaped, insured, properly surfaced, adequately lit,

and clean. In exchange, the restaurant owner must reimburse the hotel owner a pro rata

share of approximately 16% of the costs “reasonably and directly expended” by the hotel

2 owner. To be reimbursed, the hotel owner “shall furnish . . . a statement” detailing the

common-area expenses within 45 days of the end of “each one-half calendar period.” The

hotel owner must keep records of the common-area expenses for at least 12 months

following the delivery of each invoice. The restaurant owner, “subject to the right of

reasonable verification,” is required to “pay the invoice within twenty . . . days of receipt.”

Under paragraph seven of the agreement, a party is in default under the agreement

if it fails to comply with “any of its obligations under [the] [a]greement,” provided that the

noncompliance “continues for ten days after such party’s receipt of notice of default

pursuant to paragraph 14.” Paragraph 14 states that “[n]otice may be given by . . .

depositing written notice in the United States mail, certified mail” at the listed addresses

“or such other address as may be designated from time to time by any party for itself.”

(Emphasis added.)

Initial Payment of Costs

When Akaashaman, owned by Anil Yadav, purchased the restaurant property in

December 2015, Bloomington Hotel Investors LLC (BHI) owned the hotel property.

BHI’s director of finance, Russell Huhner, would send the biannual invoices to individuals

associated with Yadav, including Tejal Chokshi, Kevin Kevorkian, and Terry Sayles.

Chokshi is the controller and chief financial officer for Yadav Enterprises, owned by Anil

Yadav. Kevorkian is counsel for Yadav. Sayles is an employee of Yadav Enterprises and

the director of operations for a subsidiary of the company. Akaashaman initially made all

payments required under the agreement.

3 Nonpayment

Akaashaman failed to pay the common-area expenses for the first half of 2019 and

failed to make any additional payments. In August 2019, Huhner sent an invoice for the

first half of the year to Chokshi, Kevorkian, and Sayles. Huhner met with Sayles and Stacy

Franklin, an employee of Yadav Enterprises, to discuss the common-area expenses.

Franklin thought that the invoice overstated a fuel charge but otherwise did not dispute the

invoice. Akaashaman did not pay this invoice, nor the invoice for the second half of 2019.

BHI reached out about the status of payment in April 2020, and Franklin responded

that the restaurant was “prioritizing payments to food and payroll” given reduced restaurant

sales stemming from the COVID-19 pandemic. Huhner sent invoices for the common-area

expenses for the first half of 2020 in July 2020. He then emailed Chokshi and Sayles a

demand letter regarding the unpaid expenses, indicating that the letter was the company’s

“FINAL NOTICE to resolve [the] debt before legal action.” Chokshi acknowledged

receipt of the email. None of the individuals who received the invoices on behalf of

Akaashaman objected to this method of notice at any time.

Sale to VH and Litigation

VH purchased the hotel property from BHI in late July 2020. VH paid BHI

$140,064.13 for Akaashaman’s unpaid expenses. BHI informed VH that Chokshi and

Sayles were the proper individuals to whom VH should send the invoices. Jyoti Kapoor,

who worked for VH’s parent company, emailed Chokshi on August 19 that VH had

purchased the hotel, provided notice that VH sought to terminate the agreement, and

demanded payment for the unpaid common-area expenses. Kapoor sent a similar email to

4 Kevorkian and mentioned a previous phone call with him. She also had a phone call with

Yadav, the owner of Akaashaman. On September 1, Kapoor emailed Kevorkian, indicating

that VH would initiate legal proceedings if it did not receive a prompt response. About a

week later, counsel for VH emailed Kevorkian a demand letter and sent it to a California

address listed on the property deed as corresponding to Akaashaman.

VH filed a complaint on October 1, 2020, against TGI Friday’s Inc., amending it on

October 23 to add Akaashaman LLC as a defendant. It brought the following claims

against Akaashaman: (1) declaratory judgment that Akaashaman is enjoined from using

the common area until payment of all debts or, alternatively, declaratory judgment that the

easement agreement is terminated; (2) default under the agreement; (3) unjust enrichment;

and (4) account stated.

While the lawsuit was pending, Kapoor emailed Chokshi and Sayles an invoice for

the second half of 2020, and VH’s counsel sent a demand letter to Akaashaman’s counsel.

Kapoor subsequently sent invoices for the first and second half of 2021, 2022, and 2023.

Following a four-day court trial in January and February 2024, the district court

issued an order in which it dismissed VH’s declaratory-judgment, unjust-enrichment, and

account-stated claims, but granted relief on VH’s breach-of-contract claim in the amount

of $343,200.27. The district court denied Akaashaman’s motion for amended findings or

a new trial. This appeal follows. 1

1 The district court’s dismissal of claims against TGI Friday’s Inc. is not at issue in this appeal.

5 DECISION

Standards of Review

“In a bench trial, this court is limited to determining whether the district court’s

findings are clearly erroneous and whether the court erred in its conclusions of law.” River

City Mort. Corp. v. Baldus, 695 N.W.2d 375, 377 (Minn. App. 2005). This court reviews

a district court’s legal conclusions de novo. Id.

Appellate courts review a district court’s denial of posttrial motions for amended

findings or a new trial for an abuse of discretion. Est. of King, 992 N.W.2d 410, 420 (Minn.

App. 2023). A new trial may be granted if the decision “is not justified by the evidence[]

or is contrary to law.” Minn. R. Civ. P. 59.01(g).

I. VH properly furnished expense invoices for all but one of the six-month periods, and the one late invoice does not excuse Akaashaman’s payment obligations for that invoice.

Akaashaman argues that VH failed to fulfill a condition precedent to Akaashaman’s

performance by furnishing the invoices to individuals who were not employees of

Akaashaman, meaning it did not have proper notice to dispute the common-area expenses.

Akaashaman also argues that VH’s 37-day late submission of the invoice for the second

half of 2022 excused Akaashaman from paying this invoice. We are not persuaded.

A. VH properly furnished the invoices to Akaashaman.

Akaashaman’s primary argument with respect to the invoices is that the individuals

to whom VH or prior owner, BHI, provided the invoices do not work for Akaashaman,

indicating that VH did not provide proper notice. We disagree.

6 As explained above, the agreement requires that VH “furnish [Akaashaman] a

statement covering the period just expired” “within forty-five (45) days following the end

of each one-half calendar period.” In turn, “[s]ubject to the right of reasonable verification

by [Akaashaman], [Akaashaman] shall pay the invoice within twenty (20) days of receipt.”

Here, the district court found that VH emailed the invoices to Chokshi, Kevorkian,

Sayles, and Franklin. Akaashaman does not challenge this finding. The record supports

Akaashaman’s assertion that these individuals work for Yadav, the owner of Akaashaman,

in other capacities rather than being formally employed by Akaashaman. These capacities

include positions in Yadav’s other businesses, including Yadav Enterprises and Central

Florida Restaurants, and as Yadav’s counsel.

However, these facts do not indicate that these individuals were not also acting on

behalf of Akaashaman. As the district court noted, BHI and VH employees furnished the

previous invoices to these individuals the same way, and Akaashaman paid all common-

area expenses from December 2016 through 2018. Further, Sayles and Franklin held a

meeting with a BHI employee at which they disputed a fuel charge listed on an invoice,

which indicates that they were acting on behalf of Akaashaman. Akaashaman’s argument

that it did not have proper notice of these invoices is therefore unpersuasive.

Akaashaman relatedly argues that the district court impermissibly relied on extrinsic

evidence by considering its prior conduct in paying the common-area expenses when BHI

provided the relevant invoices to Chokshi, Kevorkian, Sayles, and Franklin. The parol-

evidence rule is a rule of contract interpretation that prevents “the admission of extrinsic

evidence” to explain the meaning of an unambiguous written contract. Danielson v.

7 Danielson, 721 N.W.2d 335, 338 (Minn. 2006). But “parol evidence is admissible to

explain the parties’ conduct subsequent to the written agreement.” Flynn v. Sawyer, 272

N.W.2d 904, 908 (Minn. 1978). As VH notes, the district court did not use the evidence

of the employees’ conduct to interpret a contractual term. Rather, Akaashaman’s payment

of the common-area expenses after receipt of the invoices by Chokshi, Sayles, and

Franklin, and Sayles’s and Franklin’s meeting with a BHI employee to discuss an invoice,

are relevant to determining whether Akaashaman received adequate notice under the

agreement. The district court therefore did not improperly consider extrinsic evidence.

B. VH’s late notice of the invoice for the second half of 2022 does not excuse Akaashaman’s payment obligation.

Akaashaman argues that, assuming VH furnished the invoices to the proper

individuals, VH’s 37-day late submission of the invoice for the second half of 2022 excused

Akaashaman from paying this invoice. VH concedes that it provided this invoice 37 days

late but argues that providing an invoice within 45 days of each six-month calendar period

is not a condition precedent to performance or a material contractual term.

We first address whether a timely invoice is a condition to performance. A

condition precedent is a contract term that only requires the obligor’s performance upon

the occurrence of “some act . . . or event.” Capistrant v. Lifetouch Nat’l Sch. Studios, Inc.,

916 N.W.2d 23, 27 (Minn. 2018). Although “a condition precedent will not be found

absent unequivocal language,” Mrozik Const., Inc. v. Lovering Assocs., Inc., 461 N.W.2d

49, 52 (Minn. App. 1990), a contract need not use “code words” to form a condition

8 precedent, Carl Bolander & Sons, Inc. v. United Stockyards Corp., 215 N.W.2d 473, 476

(Minn. 1974).

Paragraph four of the agreement provides that, “[w]ithin forty-five days following

the end of one half calendar period, [VH] shall furnish [Akaashaman] a statement covering

the period just expired.” It further states, “[s]ubject to the right of reasonable verification

by [Akaashaman], [Akaashaman] shall pay the invoice within twenty (20) days of receipt.”

The parties do not dispute that the receipt of an invoice at some point is a condition

precedent to performance, but VH argues that notice within 45 days is not a condition

precedent.

Because there is no “unequivocal language” delineating that a timely invoice is a

condition precedent to performance, strict compliance with the 45-day notice period is not

a condition precedent to performance. Rather, the broader purpose of this provision is to

give Akaashaman an opportunity to verify the invoices prior to paying. While 37 days late,

VH nevertheless gave Akaashaman the requisite opportunity to verify the invoice by

furnishing it. 2

We next address whether VH’s late furnishing of the invoice is a material breach of

the agreement. A material breach “goes to the root of the essence of the contract” and is

“significant enough to permit the aggrieved party to elect to treat the breach as total (rather

than partial), thus excusing that party from further performance and affording it the right

2 The situation might be different if VH provided the invoice after the 12-month record- retention period expired and Akaashaman was unable to inspect records to verify the accuracy of the common-area expenses.

9 to sue for damages.” BOB Acres, LLC v. Schumacher Farms, LLC, 797 N.W.2d 723, 728

(Minn. App. 2011), rev. dismissed (Minn. Aug. 12, 2011); see also Kuhn v. Dunn, 8

N.W.3d 633, 640 (Minn. 2024) (explaining what constitutes material breach). In BOB

Acres, this court concluded that failing to complete a property sale by the closing date was

not a material breach of the purchase agreement. 797 N.W.2d at 725, 728-29. Similarly

here, the late invoice is not a material breach of the agreement because it does not go to the

“root” of the agreement of providing the restaurant owner with an easement to the hotel

owner’s parking lot in exchange for paying a share of the maintenance expenses. Because

notice within 45 days is not a condition precedent to performance or a material contractual

term, the late invoice for the second half of 2022 does not excuse Akaashaman’s payment

obligation.

II. VH provided proper notice of default.

Akaashaman argues that VH failed to provide notice of default by certified mail and

did not provide any notice of default for the nonpayments that occurred after litigation

commenced. Akaashaman adds that, because proper notice of default was a condition

precedent to it being in default, VH is unable to recover Akaashaman’s unpaid easement

expenses. We are unconvinced.

A. The agreement does not require notice by certified mail.

Akaashaman argues that paragraph seven requires notice of default “pursuant to”

paragraph 14, and paragraph 14 states that a party can provide notice of default only

through certified mail. Akaashaman acknowledges that paragraph 14 includes the word

10 “may,” but nonetheless asserts that the “pursuant to” language means that a party cannot

give notice through a means not mentioned in paragraph 14. We are not persuaded.

Appellate courts review a district court’s contract interpretation de novo. Frandsen

v. Ford Motor Co., 801 N.W.2d 177, 181 (Minn. 2011). “If a contract is unambiguous, the

contract language must be given its plain and ordinary meaning, and shall be enforced by

the courts even if the result is harsh.” Trebelhorn v. Agrawal, 905 N.W.2d 237, 242 (Minn.

2017) (quotation omitted).

As explained above, a party defaults under the agreement by failing to comply with

“any of its obligations under [the] [a]greement,” provided that the noncompliance

“continues for ten days after such party’s receipt of notice of default pursuant to paragraph

14.” Paragraph seven requires that the nondefaulting party give notice of default “pursuant

to” paragraph 14. “Pursuant to” means “[i]n compliance with[,] in accordance with[,]” or

“[a]s authorized by.” Black’s Law Dictionary 1495 (12th ed. 2024). This language directs

us to look to the type of notice that paragraph 14 allows. Paragraph 14 provides that notice

of default “may be given by . . . certified mail.” (Emphasis added.) “[T]he word ‘may’ is

generally permissive.” Jundt v. Jundt, 12 N.W.3d 201, 205 (Minn. App. 2024), rev. denied

(Minn. Dec. 31, 2024). Therefore, although paragraph 14 only mentions notice by certified

mail, the use of “may” makes notice by certified mail permissive and not mandatory. The

agreement therefore does not require notice of default by certified mail.

B. VH provided adequate notice of default.

The record indicates that VH gave Akaashaman notice of default on several

occasions. In August 2020, VH emailed Choksi a “Notice to Terminate the Easement and

11 Operating Agreement.” This notice informed Chokshi that Akaashaman “has been

defaulting on [its] payment since 2019” and threatened legal action. Also, a representative

from VH had a phone call with Anil Yadav, the owner of Akaashaman, in which they

discussed the lack of payment. Akaashaman concedes that counsel for VH emailed a

demand letter for the invoice for the second half of 2020. VH therefore provided notice

that Akaashaman had defaulted under the agreement.

Akaashaman additionally argues that VH failed to provide any notice of default for

the nonpayments that occurred after VH filed the lawsuit in October 2020. The parties do

not dispute that VH did not provide separate notices of default for the unpaid expenses for

the second half of 2020 through the second half of 2023. However, the agreement merely

states that default occurs upon failing to comply with any obligation in the agreement and

continuing to default for ten days after receiving the notice. It does not require that separate

notice be given for continuing acts of default, particularly when they are the same as the

noticed acts of default.

Here, as evidenced by the demand letters and various communications, Akaashaman

knew that it had defaulted on its payment obligations. And in a letter that Akaashaman’s

counsel received in February 2021, counsel for VH wrote that VH “reserves all rights and

remedies, including the right to amend its complaint to include unpaid common area

expenses for the 2nd half of 2020 and any additional months/years [Akaashaman] fails to

pay common area expenses due under the easement agreement.” (Emphasis added.) By

referring to “additional months/years,” VH put Akaashaman on notice that future

nonpayment of the common-area expenses would constitute default, and the record does

12 not indicate that Akaashaman lacked the requisite opportunity to cure prior to being found

liable for nonpayment. VH therefore provided proper notice of default to Akaashaman.

Because VH properly furnished the requisite invoices and provided proper notice of

default, we conclude that the district court did not err by determining that Akaashaman is

liable for the unpaid easement expenses and accordingly acted within its discretion by

denying VH’s motion for amended findings or a new trial. 3

Affirmed.

3 Because we conclude that the district court did not err in its determinations regarding the invoices and notices of default, we do not reach Akaashaman’s argument regarding the disproportionate-forfeiture exception.