This opinion will be unpublished and
                         may not be cited except as provided by
                         Minn. Stat. § 480A.08, subd. 3 (2014).

                               STATE OF MINNESOTA
                               IN COURT OF APPEALS
                                     A15-2048

                                  Corrine M. Fingalson,
                                        Appellant,

                                            vs.

                       George A. Carlson and Jeanette D. Carlson,
      individually and as trustees under the Carlson Family Revocable Living Trust
                                 Dated December 8, 2005,
                                       Respondents,

                               William R. Osterman, et al.,
                                      Respondents.

                                 Filed August 29, 2016
                                       Affirmed
                                  Muehlberg, Judge

                              Becker County District Court
                                File No. 03-CV-14-433

Corrine M. Fingalson, Frazee, Minnesota (pro se appellant)

George A. Carlson, Jeanette D. Carlson, Callaway, Minnesota (pro se respondents)

Samuel S. Rufer, Pemberton, Sorlie, Rufer & Kershner, P.L.L.P., Detroit Lakes, Minnesota
(for respondents William R. Osterman, et al.)

      Considered and decided by Peterson, Presiding Judge; Hooten, Judge; and

Muehlberg, Judge.



 Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by
appointment pursuant to Minn. Const. art. VI, § 10.
                        UNPUBLISHED OPINION

MUEHLBERG, Judge

      Appellant Corrine Fingalson challenges the district court’s rejection of her claims

related to real property located in Becker County. Fingalson asserted that she was a party

to a contract for deed to purchase the property. Because the record supports the district

court’s conclusion that no contract for deed or purchase agreement involving Fingalson

was ever formed, we affirm.

                                         FACTS

      Corinne Fingalson began negotiating in late 2011 or early 2012 with respondents

George and Jeannette Carlson to purchase approximately 50 acres on a contract for deed,

following her brother’s abandonment of a previous contract for deed with the Carlsons.

The property included a main house and a smaller cabin. Fingalson and the Carlsons

negotiated for about a year and a half, during which time Fingalson occupied the property.

From April 2012 through October 2013, she made monthly payments to the Carlsons in

the amount of $1,185.      Fingalson made some improvements to the property, paid

homeowner’s insurance, and had tenants of her own from whom she collected rent.

      Both parties proposed written contracts for deed, but they varied in some of the basic

terms. Fingalson and the Carlsons agree that they never executed a written contract for

deed, but they dispute whether there was an enforceable oral agreement. Fingalson and the

Carlsons agree that, under any of the proposed contracts, a down payment of $10,000 was

a term of the agreement, but they do not agree about when the payment was due or whether

it was a condition precedent to contract formation. George Carlson testified that he also


                                            2
insisted on other conditions—such as Fingalson paying back-taxes owed on the property

and Fingalson replacing the roof of the house—that were never satisfied. In June 2013,

George Carlson sent a letter to Fingalson expressing concern that she had not made

necessary improvements to the property, that she had not made the down payment, and that

the property was generally deteriorating. It seemed likely the parties would agree to a

purchase price of $165,000. Fingalson conceded she never made the down payment.

       In the summer of 2013, Fingalson began negotiations with respondents Bill and

Tonya Osterman to sell them a 31-acre parcel of the property that included the main house.

Fingalson intended to keep the 19-acre parcel and the smaller cabin for herself. Fingalson

presented herself as the owner of the property with full authority to sell, and she did not

disclose her dealings with the Carlsons to the Ostermans.

       Fingalson testified that, on October 8, 2013, the Carlsons notified her that their

lawyer had finished preparing a final contract for deed and that they were ready to sign.

Fingalson testified that, on the same date, she proposed to the Carlsons that the 31-acre

portion be transferred directly to the Ostermans, while Fingalson would purchase the 19-

acre portion.1 Fingalson testified that the Carlsons initially agreed to this arrangement.

The Carlsons, on the other hand, testified that they were not pleased with the contract

drafted by their lawyer in October 2013 and expected that they would soon be initiating an

eviction action based on their dissatisfaction with Fingalson’s maintenance of the property




1
 Fingalson saw this as a “work-around” for her plan to sell the 31 acres to the Ostermans,
because she had learned that if the property passed through her possession it would become
encumbered by several unresolved judgments against her.

                                            3
and her failure to make a down payment. Fingalson and the Carlsons did not sign the

proposed contract.

       On October 9, 2013, Fingalson executed a purchase agreement with the Ostermans

for the 31-acre parcel. Fingalson still had not made the Ostermans aware of her dealings

with the Carlsons.

       In late October 2013, the Ostermans began occupying the main house on the 31-

acre parcel. As they were waiting for proceeds from the sale of their previous home, they

agreed to pay rent to Fingalson and delay closing on the purchase. They paid $5,000 in

earnest money to Fingalson. The Ostermans also issued a check for half of the surveyor’s

fee to split the property into the 31-acre and 19-acre parcels and another check for $900 for

one month’s rent to Fingalson, but they later canceled the checks before Fingalson

deposited them.

       On December 1, 2013, Doug Carlson, the Carlsons’ son, approached Bill Osterman

and informed him that Fingalson did not own and was not authorized to sell the property.

Doug Carlson told Osterman that the Carlson family owned the property and gave

Osterman an ultimatum, saying, “you either buy it all or none” of it, and offered to sell all

50 acres for $180,000. Doug Carlson expressed to Osterman his concern that Fingalson

was trying to “screw over” his parents.2


2
  It appears the Carlsons realized that Fingalson’s proposed arrangement would result in
the loss of the anticipated benefit of Fingalson’s interest payments. The Carlsons had
hoped to collect six percent interest annually over 20 years at a purchase price of $165,000.
George Carlson lamented the substantial decrease in their profit if they went through with
an all-at-once sale at the same price. This, combined with their concern over Fingalson’s
failure to meet their conditions, seems to have motivated the Carlsons to terminate
negotiations with Fingalson and prefer to pursue a deal with the Ostermans.

                                             4
       On December 2, 2013, the Ostermans signed a purchase agreement to buy the 50-

acre property from the Carlsons for $180,000. The purchase closed on December 12, 2013.

Fingalson was not a party to the agreement.

       Fingalson sued the Carlsons and the Ostermans. Fingalson argued that her conduct

demonstrated partial performance on an oral contract for deed and that the deal between

the Carlsons and the Ostermans amounted to stealing. The Carlsons argued that, in the

absence of substantial agreement on the terms of a contract for deed, Fingalson’s

occupancy of the property and her monthly payments resulted in a landlord-tenant

relationship. In February 2015, the district court denied the Ostermans’ motion for

summary judgment. A court trial took place on May 18, 2015. Fingalson testified, as did

George and Jeanette Carlson and Bill Osterman. All parties were represented by counsel.

At the close of Fingalson’s case, the defendants moved for judgment as a matter of law

(JMOL). The district court denied the JMOL motions and proceeded with testimony and

admission of further evidence.

       In August 2015, the district court issued a written order ruling that the Ostermans

were the valid owners of the entire 50-acre property. The district court concluded that there

was no contract for deed or any other purchase agreement between the Carlsons and

Fingalson because there was no meeting of the minds beyond a monthly lease. The district

court additionally held that the statute of frauds applied to a transfer of real property and

reasoned that, because there was no writing, any oral agreement would have been

unenforceable. The district court rejected Fingalson’s partial-performance argument,




                                              5
concluding that her monthly payments reasonably reflected a “fair rental value” for the

property.

       The district court also held that the Carlsons were unjustly enriched by Fingalson’s

payment of homeowner’s insurance, because she was merely a tenant. The district court

entered judgment against the Carlsons in favor of Fingalson for ten months of homeowner’s

insurance payments. The district court also entered judgment against Fingalson in favor of

the Ostermans in the amount of $2,601, which was equal to their earnest money paid to her

($5,000) minus half of the surveying fee paid by Fingalson to have the parcel split ($2,399).

The district court found no negligent misrepresentation, conversion, fraud, or slander of

title, and rejected all claims on those bases. The district court also rejected all claims for

attorney fees.

       At the time of trial, the Ostermans occupied the 31-acre parcel and the main house,

and Fingalson occupied the 19-acre parcel and the cabin. An eviction action against

Fingalson related to her ongoing occupancy of the cabin and the 19-acre parcel was stayed

during the pendency of this case.

                                      DECISION

       Fingalson, appearing pro se in this appeal, asserts that the district court erred in

rejecting her claims that the Carlsons and the Ostermans breached contracts with her. She

seeks specific enforcement of a contract for deed with the Carlsons and of a purchase

agreement with the Ostermans.

       “In order to state a claim for breach of contract, the plaintiff must show (1) formation

of a contract, (2) performance by plaintiff of any conditions precedent to his right to


                                              6
demand performance by the defendant, and (3) breach of the contract by defendant.” Park

Nicollet Clinic v. Hamann, 

 (Minn. 2011). “The test of contractual

formation is an objective one, to be judged by the words and actions of the parties and not

by their subjective mental intent.” Hill v. Okay Constr. Co., 

, 

 (1977). Although the law does not require “that the parties agree on

every possible point,” specific enforcement demands “that the parties’ intent as to the

fundamental terms of the contract can be ascertained with reasonable certainty.” 

“Generally, the existence of a contract, as well as the terms of that contract, are questions

of fact to be determined by the fact-finder.” TNT Props., Ltd. v. Tri-Star Developers LLC,

 (Minn. App. 2004).

       The district court determined that the parties’ disagreement over the due date for the

down payment and the existence of various conditions precedent to contract formation

were “evidence of the absence of a meeting of the minds.” The record supports this

determination and we will not disturb it. Because no contract for deed was formed with

the Carlsons, Fingalson’s claims for specific enforcement of that contract for deed and her

purchase agreement with the Ostermans must fail.

       The district court also concluded that Minnesota’s statute of frauds would apply,

requiring that any agreement be memorialized in writing. See 

 (2014)

(applying writing requirement to every contract for the “for the sale of any lands”);

Crossroads Church of Prior Lake v. County of Dakota, 

 (Minn. 2011)

(stating that statute of frauds requires that any contract for the sale of land be made or

reflected in a signed writing). Fingalson argues that her partial performance on an oral


                                             7
contract for deed exempts the contract from the statute of frauds requirement. See

Shaughnessy v. Eidsmo, 

, 

 (1946) (noting that

partial performance in reliance on an oral contract may take a contract out of the statute of

frauds). But because the district court determined that there was no meeting of the minds

to form a contract for deed, and therefore that there was no oral contract, Fingalson’s

partial-performance argument fails. The district court properly applied the statute of frauds

as another bar to Fingalson’s claim.

       Finally, Fingalson mentions her rejected claims for unjust enrichment and

conversion, but does not adequately brief these issues. See Larson v. State, 

 (Minn. App. 2011) (holding that issues not adequately briefed on appeal are

waived), review denied (Minn. Aug. 7, 2012). Even if we overlook Fingalson’s failure to

adequately brief these issues, the claims hinge on factual and credibility determinations,

which are the sole province of the district court. Minn. R. Civ. P. 52.01; see JEM Acres,

LLC v. Bruno, 

 (Minn. App. 2009) (rejecting challenge to jury verdict

based on credibility and factual determinations). Fingalson’s claims for unjust enrichment

and conversion were properly handled by the district court.

       Affirmed.




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