912 N.W.2d 330
N.D.2018Background
- In Feb 2012 Flaten and defendants (A&M Structuring entities and Edward Couture) executed near-identical written purchase agreements for two parcels: the Williston ("Williston property") and the Dore (three lots, "Dore property"). Flaten signed the Williston agreement where the seller was listed as "Flaten Trucking, LLC," an entity that did not exist. Warranty deed later conveyed the Williston property to defendants after a $50,000 payment; the remaining $225,000 was unpaid.
- Flaten sued in Sept 2012 for breach of contract, unjust enrichment, and fraud; defendants counterclaimed. Defendants asserted various defenses, including that the Dore sale terms offset the Williston price.
- The district court denied defendants’ summary judgment but granted Flaten partial summary judgment on the Williston contract (holding it unambiguous and breached) and found factual issues remained about the Dore contract.
- A jury resolved the Dore-related issues, awarding Flaten damages; final judgments were entered for amounts related to both properties.
- Defendants filed post-judgment motions (Rule 59(j) and 60(b)) seeking to remove Couture’s personal liability and to recover levied funds from related series LLC accounts; the court denied relief. Defendants appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1) Was summary judgment appropriate on the Williston purchase agreement? | Flaten: the written agreement unambiguously set a $275,000 cash price and defendants paid only $50,000, so breach and $225,000 owed. | Defs: agreement ambiguous (seller identity unclear), extrinsic evidence should show parties intended payment via $50k cash + discounted Dore lots. | Affirmed: Williston agreement unambiguous as to price/cash sale; summary judgment for Flaten proper; extrinsic evidence not admissible to vary price. |
| 2) Did the seller identity (Flaten Trucking, LLC vs. Lynn Flaten) create a genuine issue preventing summary judgment? | Flaten: he signed and conveyed property personally; Flaten sued individually; contract enforceable against defendants. | Defs: name discrepancy means party identity ambiguous and agreement may be unenforceable. | Held: Even if the listing created ambiguity, the entity did not exist and Flaten signed and conveyed—contract enforceable and defendants had ample opportunity to litigate; not a bar to summary judgment. |
| 3) Should judgments be amended/relieved to remove Couture individually (piercing veil)? | Flaten: Couture was properly named and tried; jury found him individually liable. | Defs: Couture signed only as manager/agent of A&M Structuring 7; no evidence or finding to pierce corporate veil so Couture should not be personally liable. | Denied: Rule 59(j)/60(b) relief denied; defendants failed to timely raise defenses; no extraordinary circumstances; jury instructions and verdict treated defendants as liable. |
| 4) Must levied funds from other A&M Structuring series LLCs be returned (recognition of Nevada series LLC separateness)? | Flaten: sued A&M Structuring, LLC (parent/registered entity) and levy on its accounts was proper; other series not named/registered in ND. | Defs: Nevada series members (A&M Structuring 7) are separate LLCs; only A&M Structuring 7 (the contracting series) is liable; funds from other series must be returned. | Denied: Court found A&M Structuring, LLC was the named defendant and registered in ND; defendants failed to raise issue earlier; no abuse of discretion in denying relief. |
Key Cases Cited
- Snider v. Dickinson Elks Bldg., LLC, 2018 ND 55, 907 N.W.2d 397 (standard of review for summary judgment)
- In re Estate of Dionne, 2009 ND 172, 772 N.W.2d 891 (contract interpretation principles; parol evidence rule)
- Pamida, Inc. v. Meide, 526 N.W.2d 487 (N.D. 1995) (use of writing to ascertain parties’ intent)
- Burk v. State, 2017 ND 25, 890 N.W.2d 535 (parol/extrinsic evidence inadmissible when contract unambiguous)
- Limberg v. Sanford Med. Ctr. Fargo, 2016 ND 140, 881 N.W.2d 658 (no room for extrinsic evidence when contract clear)
- Moen v. Meidinger, 547 N.W.2d 544 (N.D. 1996) (ambiguity is question of law; extrinsic evidence resolves factual questions)
- Bohn v. Johnson, 371 N.W.2d 781 (N.D. 1985) (ambiguity and role of extrinsic evidence)
- Wachter Dev., L.L.C. v. Gomke, 544 N.W.2d 127 (N.D. 1996) (when ambiguous, intent becomes question of fact)
- Werven v. Werven, 2016 ND 60, 877 N.W.2d 9 (abuse-of-discretion standard for Rule 59/60 relief)
- Kautzman v. Doll, 2018 ND 23, 905 N.W.2d 744 (Rule 60(b)(6) is extraordinary relief; not a substitute for appeal)