Minnesota Supreme Court affirmed judgment that a shopping center purchaser's 1969 real estate tax liability was capped at $200,000 under the purchase agreement, entitling it to recover $7,123.91 in excess payments.
Outcome: Affirmed for appellee.
Midway Center Associates v. Midway Center, Inc.
What happened
The facts of the case, in plain language.
The 1969 real estate taxes were initially assessed at $214,247.82 but were reduced to $179,522.54 following an abatement petition, resulting in a refund of $34,725.28.
The purchaser paid the full initially assessed amount of $214,247.82 on April 6, 1970, as a precondition to recording its conveyance, before the abatement petition was resolved.
The purchase agreement capped the purchaser's liability for 1969 real estate taxes at $200,000 and required the seller to reimburse any excess, and separately allocated 50 percent of tax refunds to the purchaser.
The parties negotiated and executed the agreement with knowledge that an abatement petition challenging the assessed value of the property was pending.
What the court decided
A purchaser of a shopping center paid $214,247.82 in real estate taxes based on the initial assessment, intending to obtain reimbursement for amounts exceeding its $200,000 contractual liability. A pending abatement petition reduced the actual tax to $179,522.54. The purchase agreement allocated tax refunds and capped the purchaser's obligation at $200,000. The trial court awarded the purchaser $7,123.91. The sellers appealed, arguing the contract provisions meant the purchaser's obligation should be recalculated to exclude the purchaser's share of the abatement. The Minnesota Supreme Court affirmed, holding that the plain language of "refunds" meant monies already paid (not abatement reductions) and that the contract's cap applied to the full amount paid in excess of $200,000.
- When contractual provisions are susceptible of variant interpretations and resolution does not depend on controverted extrinsic evidence, the question of contract interpretation is one of law for the court. (*356)
- The term 'refunds' in a contract means the return of amounts already paid, not an abatement or reduction of an amount due; a contractual cap on a purchaser's real estate tax liability applies to the full assessed amount paid, not to an amount recalculated by subtracting a share of a pending abatement. (*357)
- Courts interpret disputed contract provisions by placing themselves in the position of the parties at the time of execution, considering the agreement as a whole, the plain meaning of the language used, and the surrounding circumstances, to ascertain what the parties must have reasonably contemplated. (*356)
- On appeal of a contract interpretation, the appellant bears the burden of affirmatively demonstrating both error and resulting prejudice and must show that its own interpretation most clearly reflects what the parties reasonably contemplated; error without prejudice is not grounds for reversal. (*356)
How the court reached its decision
The court's reasoning, step by step.
Whether the sellers' interpretation of the purchase agreement's tax provisions—that the purchaser's $200,000 liability cap applied to the original assessed amount less fifty percent of the abatement—most clearly reflected the parties' reasonable intention and demonstrated prejudicial error in the trial court's contrary interpretation. The sellers' interpretation required reading 'refunds' in paragraph 8(m) as meaning abatement or reduction of an amount due rather than return of amounts already paid; reading 'real estate taxes' in paragraph 10(c) as an artificial figure equal to the original assessment minus fifty percent of the abatement payable to no taxing authority; and giving no effect to the parenthetical language in paragraph 10(c). The court found no extrinsic evidence that the parties anticipated the abatement would be decided before the second tax installment fell due, and the parties' choice of the word 'refunds' itself implied they expected all taxes to have been paid before any return of monies occurred. The sellers relied on equitable considerations—that they had funded more than half the purchaser's tax burden through escrow—but the court found the escrow feature did not illuminate the parties' intent regarding the disputed language. Because the sellers presented no extrinsic evidence that the parties intended to disregard the literal meaning of their words, and because the sellers' interpretation was not clearly the most plausible, the court was not persuaded that the trial court's interpretation caused prejudicial error to the sellers, and affirmed the judgment of $7,123.91 for the purchaser.
Key quotes from the opinion
Notable passages from the opinion, in the court's own words.
Cases the court relied on
Earlier decisions the court cited as authority for its ruling.
Full opinion
The complete text of the court's opinion as published.
Opinion
This appeal challenges the trial court’s interpretation of provisions concerning liability for the payment of real estate taxes in a written agreement for the sale and purchase of a shopping center in St. Paul. The parties to the agreement are sellers- *354 defendants, Midway Center, Inc., and Ellerbe Architects, Inc. (of which Midway Center, Inc., is a wholly owned subsidiary), and purchaser, K-L-K Homes, Inc., to which plaintiff, Midway Center Associates, is successor. The purchaser paid the taxes as originally assessed and by this action sought reimbursement from the sellers of $14,247.82, an amount claimed to be in excess of plaintiff’s contractual liability. The trial court, upon stipulated facts and documents, awarded $7,123.91, and defendants appeal. Since we are not persuaded that the trial court’s interpretation reflects an error prejudicial to the sellers, we affirm.
On December 10, 1969, the parties executed the agreement, which included the following provisions:
“8. CLOSING — SELLER’S PERFORMANCE
“At the Closing, Seller shall deliver to Purchaser the following :
* * *
“(m) An assignment of 50 per cent of Seller’s rights and claims in respect of refunds on account of overassessment of real estate taxes in respect to the Center, for the 1969 real estate taxes payable in 1970.
* * * * *
“10. CLOSING — ADJUSTMENTS AND APPORTIONMENT
* * * *
“(c) The Purchaser shall assume and agree to pay the real estate taxes for the Center for the year 1969 in a sum not in excess of $200,000.00 (in the event the 1969 taxes are in excess of $200,000.00, the Seller shall remit to Purchaser the amount of such excess within ten (10) days after receipt of a copy of the tax statement), and the Seller shall assign to the Purchaser all of its right, title and interest in respect of all escrow deposits, which as of the date of closing shall include not less than $50,000.00 in real estate tax escrows, made pursuant to the provisions of the TIAA Mortgage. In addition thereto Seller shall pay *355 to Purchaser for and on behalf of the 1969 real estate taxes the sum of $6,250.00 each month commencing on the second day of January, 1970, until the sum of $56,250.00 has been so paid.”
At the time this agreement was negotiated and executed, the sellers, with the knowledge of the purchaser, had pending an abatement petition challenging the assessed value of the property for the purpose of seeking a reduction of 1969 real estate taxes. Based on the original assessed value and before a decision on the abatement petition, the tax authorities determined the 1969 taxes to be $214,247.82. Under Minn. St. 1969, § 279.01, half of this amount was payable prior to June 1, 1970, and the remainder prior to November 1, 1970. However, the purchaser paid the entire amount on April 6, 1970, as a precondition under Minn. St. 1969, § 272.12, to recording its conveyance of the property. Thereafter, the sellers’ abatement petition resulted in a reduction of $34,725.28 in the 1969 taxes, so that the total tax was $179,522.54 rather than $214,247.82 already paid by the purchaser. Pursuant to paragraph 8(m) of the agreement, half of the refund, or $17,362.64 was remitted by the sellers to the purchaser on August 7, 1970. The sellers refused a demand for additional reimbursement of $14,247.82, the purchaser claiming under paragraph 10(c) that this amount was paid in excess of its $200,000 commitment. The purchaser sued.
The trial court appears to have adopted the purchaser’s argument that when $214,247.82 was originally paid, the excess above $200,000 was an advance within the meaning of the parenthetical language in paragraph 10(c). However, it then held that the refund in which the purchaser obtained a 50-percent interest under paragraph 8 (m) was the amount by which the actual tax of $179,522.54 after abatement differed from the purchaser’s total undertaking of $200,000. Thus, the purchaser was entitled to the sum of $14,247.82 under paragraph 10(c) plus $10,238.73 under paragraph 8(m), or $24,486.55. Having already received $17,362.64, the purchaser was entitled to judgment in the amount of $7,123.91.
*356 Where contractual provisions are susceptible of variant interpretations and in no way dependent upon a resolution of controverted extrinsic evidence, the issue is one of law for the court to resolve. Town & Country Shopping Center v. Swenson Furniture Co. 261 Minn. 100, 104, 110 N. W. 2d 525, 528 (1961).
The objective of judicial interpretation of disputed provisions of a contract is to ascertain and give effect to the parties’ intention. Hartung v. Billmeier, 243 Minn. 148, 66 N. W. 2d 784 (1954). This, the courts, both trial and appellate in cases such as this, seek' to accomplish by placing themselves in the position of the parties at the time the agreement was negotiated and executed and, upon consideration of the agreement as a whole and the plain meaning of the language used, viewed in the light of the surrounding circumstances, endeavoring to arrive at what the parties must have reasonably contemplated. Donnay v. Boul-ware, 275 Minn. 37, 144 N. W. 2d 711 (1966).
Since the trial court has resolved the issue and the purchaser does not challenge its interpretation on this appeal, we necessarily limit our review to whether the sellers’ contended interpretation, when compared to all other plausible interpretations, most clearly reflects what the parties must have reasonably contemplated. Significantly, the sellers have the burden of persuasion described in Waters v. Fiebelkorn, 216 Minn. 489, 495, 13 N. W. 2d 461, 464 (1944):
“It is well to bear in mind that on appeal error is never presumed. It must be made to appear affirmatively before there can be reversal. Not only that, but the burden of showing error rests upon the one who relies upon it. And we do not reverse unless there is error causing harm to the appealing party. In other words, error without prejudice is not ground for reversal.” (Italics supplied.)
See, also, Loth v. Loth, 227 Minn. 387, 392, 35 N. W. 2d 542, 546, 6 A. L. R. 2d 176, 182 (1949).
In essence, the sellers’ interpretation is that the parties knew *357 an abatement petition was pending and anticipated that it would be decided before the second installment of the tax was payable on November 1, 1970, and, accordingly, that the “real estate taxes” which the purchaser agreed to pay in paragraph 10(c) up to a maximum liability of $200,000 referred to the difference between the original tax of $214,247.82 and 50 percent of the abatement, $17,362.64, or $196,885.18. By way of demonstrating the equities, the sellers emphasize that they paid over half of the purchaser’s tax burden under the escrow provisions of paragraph 10(c).
Regardless of the equities, we do not believe the escrow feature elucidates the intent of the parties as reflected by the plain meaning of the language in the disputed provisions viewed in the light of the surrounding circumstances. There is no extrinsic evidence of record that the parties anticipated that the abatement petition would be decided before the second installment was paid on November 1, 1970. Indeed, selection of the word “refunds” in paragraph 8(m) suggests that the parties expected all taxes to have been paid. The sellers’ interpretation depends upon reading the word “refunds” to mean abatement or reduction of an amount due rather than the return of an amount already paid. Similarly, it depends upon reading the phrase “real estate taxes” in paragraph 10(c) to mean neither the original tax assessment nor the actual tax after abatement but, instead, an artificial calculation payable to no taxing authority and equal to the original tax assessment less half the abatement. Finally, the sellers’ view gives no effect to the parenthetical language in paragraph 10(c).
The sellers have presented no extrinsic evidence which persuades us that the parties intended to disregard the literal meaning of their words. Whatever the shortcomings of the trial court’s interpretation, we are persuaded that it did not result in prejudicial error to the sellers and that the sellers’ view is not clearly the most plausible. Therefore, we are compelled to affirm the trial court.
Affirmed.
Continue your research
- Minnesota cases construing 'refund' versus 'abatement' in tax allocation provisions of real estate purchase agreements
- Later cases citing Donnay v. Boulware and Hartung v. Billmeier for the Minnesota contract interpretation methodology
- Secondary sources on allocation of real estate tax risk in commercial purchase agreements, including abatement and refund provisions
Case-law data current through December 31, 2025. Source: CourtListener bulk data.