[¶ 1] Kаren Doeden, doing business as High Impact Sign Company or A High Impact Sign, appeals from a judgment dismissing her action against Curtis Stubstad for conversion of property that she claimed belonged to her. We hold the district
I
[¶ 2] Stanley Knecht owned and operated an unincorporated portable sign rental business, High Impact Sign Company, which generally consisted of about 30 portable advertising signs and letters for the signs that Knecht rented to various business entities for placement near the entities’ business. Knecht employed his stepsons, Paul Fox and Kelly Fox, and Paul Fox’s girlfriend, Doeden, to help Knecht with the sign rental business.
[¶ 3] According to Doeden, Knecht decided to quit the sign rental business in 2004 and transfer the business to his stepsons. Doeden claimed Knecht offered the sign rental business to Kelly Fox, then to Paul Fox, and finally to her because of her better credit rating. Doeden claimed she took possession of most of the business’s personal property before October 1, 2004, including several portable signs and letters, through a verbal gift from Knecht that was later evidenced by a document that was notarized as signed by Knecht on September 17, 2004, in which he “HEREBY TRANSFER[ED] OWNERSHIP OF HIGH IMPACT SIGN COMPANY TO KAREN DOEDON [sic] DATED THIS FRIST [sic] DAY OF OCTOMBER [sic] 2004.” According to Doeden, she relocated the business’s аssets to her storage facility in Fargo in August and September 2004, and she used a Moorhead, Minnesota, address to begin doing business as “A High Impact Sign,” which was evidenced by her request for a reservation of that name filed with the Minnesota secretary of state on September 21, 2004.
[¶ 4] According to Knecht, he advised Paul Fox that Fox could use some of the signs and letters to rent to customers, or Knecht was going to sell the signs or otherwise dispose of them. According to Knecht, he did not give any portable signs and letters to Paul Fox or Doeden; rather, he decided to quit the sign rental business and he let Paul Fox and Doeden rent signs and letters to some customers and keep the income from those rentals, providеd they properly serviced their rentals and rented the signs “right.” Knecht testified that, during that time, Paul Fox and Doe-den were not obligated to rent any signs, and if Knecht rented any signs, he kept the income from those rentals. Knecht claimed he executed the transfer document on September 17, 2004, so Doeden could open a checking account, аnd Knecht testified that document did not transfer ownership of the signs and letters to Doeden. According to Knecht, he had several discussions with Stubstad in 2004 about selling the signs and letters to Stubstad. Stubstad testified he was interested in purchasing the signs for Spectrum Instant Signs, a business owned by Deb Barnett.
[¶ 5] Knecht testified he received complaints from some customers renting signs from Doeden and Paul Fox, and on the morning of November 24, 2004, he went to Doeden’s storage facility to advise them that they were no longer entitled to rent the signs and to take possession of the signs and letters because they had failed to properly rent the signs. Later that day, Knecht and Stubstad returned to Doeden’s storage facility, and they removed some signs and lеtters from the premises and those signs were delivered to Spectrum Instant Signs. Knecht signed an agreement, dated December 1, 2004, in which he transferred all mobile signs formerly known as High Impact Signs to Stubstad.
[¶ 7] After a bench trial, the district court found Doeden was not the owner of the signs and letters because her only right to the signs and letters was to rent them to customers. The court found Knecht did not give the portable signs and letters to Paul Fox or Doeden; rather, Knecht allowed Fox and Doeden to use the signs and keep the income from sign rentals if they rented the signs. The court decided the transfer document signed by Knecht on September 17, 2004, was not ambiguous and merely allowed Doeden to use the name of Knecht’s business without transferring ownership of any signs or letters to Doeden. The court decided even if the written transfеr document was ambiguous, extrinsic evidence established the document was not intended to give Doeden an ownership interest in the signs and letters. The court alternatively decided even if there was some type of agreement for Knecht to transfer ownership of the signs and letters to Doeden, the agreement was subject to a condition precedent that Doeden “rent [the signs] right” and she had failed to properly rent the signs. The court dismissed Doeden’s claim for conversion.
II
[¶ 8] Doeden argues the district court erred in deciding Stubstad did not convert her property, because she was the owner of the portable advertising signs and letters as a result of an oral gift from Knecht under N.D.C.C. chs. 47-09 and 47-II and the rationale of
Lenihan v. Meyer,
[¶ 9] In
Buri v. Ramsey,
“We have held the trial court’s determination about whether a conversion has been committed is a finding of fact which will not be overturned on appeal unless it is clearly erroneous.”....
Our Court has held that “[cjonversion consists of a tortious detention or destruction of personal property, or a wrongful exercise of dominion or control over the property inconsistent with or in defiance of the rights of the owner.”“The gist of a conversion is not in acquiring the complainant’s property, but in -wrongfully depriving him of it, whether temporarily or permanently, and it is of little relevance that the converter received no benefit from such deprivation.” Conversion does not require bad intent on the part of the converter, but only an intent to control or interfere with an owner’s rights to use to an actionable degree.
[¶ 10] The issue in this case is whether Doeden was the owner of the disputed signs and letters under an oral gift that was later evidenced by the written transfer document and implicates principles of property and contract law.
[¶ 11] Under N.D.C.C. § 47-09-01, a transfer of property occurs when a party’s actions result in a conveyance from one living person to another. A voluntary transfer constitutes an executed contract, subject to all rules of law concerning contracts except that consideration is not necessary for the transfer to be valid. N.D.C.C. § 47-09-03. A transfer may be made without a writing in any case when a writing is not expressly required by statute. N.D.C.C. § 47-09-04. See N.D.C.C. § 9-06-04 (listing contracts subject to requirement of writing). A transfer in writing is called a grant, a conveyance, or a bill of sale. N.D.C.C. § 47-09-05. A transfer vests in the transferee all the transferor’s title and incidents to the property unless a different intention is expressed оr is necessarily implied. N.D.C.C. § 47-09-16.
[¶ 12] A gift is a voluntary transfer of personal property made without consideration. N.D.C.C. § 47-11-06. A gift cannot be revoked by the giver. N.D.C.C. § 47-11-08. Under N.D.C.C. § 47-11-07, an oral gift is not valid unless the means of obtaining possession and control of the property are given, and if the property is capable of delivery, there is actual or symbolical delivery of the property to the donee. We have said a valid gift requires an intention by the donor to give property to the donee, coupled with an actual or constructive delivery of the property to the donee and acceptance of the property by the donee.
Makedonsky v. North Dakota Dep’t of Human Servs.,
[¶ 13] Our lаw also defines a “loan for use” as a “contract by which a lender gives to a borrower the temporary possession and use of personal property and the borrower agrees to return the identical personal property to the lender at a future time without reward for its use.” N.D.C.C. § 47-12-01. A “loan for use” does not transfer title to personal property. N.D.C.C. § 47-12-05.
[¶ 14] Written contracts are construed to give effect to the parties’ mutual intention when the contract was formed, and if possible, we look to the writing alone to determine the parties’ intent.
Fargo Foods, Inc. v. Bernabucci,
[¶ 15] In
Lenihan,
[¶ 16] Here, the parties have not argued that Knecht’s claimed gift was expressly required to be in writing. See N.D.C.C. §§ 9-06-04; 47-09-04. The district court initially found Knecht did not give any signs and letters to Doeden or to Paul Fox; rather, Knecht allowed Fox and Doeden to use the signs and letters, and if they did so, they could keep the income from the sign rentals. The court also analyzed the transfer document, which said Knecht “HEREBY TRANSFER[ED] OWNERSHIP OF HIGH IMPACT SIGN COMPANY TO KAREN DOEDON [sic] DATED THIS FRIST [sic] DAY OF OC-TOMBER [sic] 2004.” The court decided the transfer document was not ambiguous and did not transfer the signs or the letters to Doeden but merely allowed her to use the business’s name. The court alternatively concluded if the transfer doсument was ambiguous, extrinsic evidence admitted at trial established the intent of the document was not to provide Doeden with an ownership interest in Knecht’s signs and letters. The court also said the parties’ conduct after the effective date of the transfer document indicated the document was not intended to transfer an ownership interest in the signs and letters to Doeden, because Knecht continued to rent signs that Doeden claimed were transferred to her. The court found Knecht’s testimony, in which he repeatedly explained his intent was that Paul Fox and Doeden could only use the signs and letters, was compelling and consistent with the parties’ actions after the document was signed on Sеptember 17, 2004. The court said the purpose of the transfer document was to permit Doeden to open a checking account and found the parties did not intend for the document to transfer ownership of the signs and letters to Doeden.
[¶ 17] The law attaches consequences to unambiguous written documents regardless of the parties’ sеcret intent.
See Estate of Duemeland,
[¶ 18] The language of the transfer document could be construed to convey to Doeden everything associated with High Impact Sign Company; however, that general language does not explicitly address the assets or obligations of the business, and we believe that language is not clear and also could be construed to mеan the transfer of less than everything associated with the business. The language at issue in this case is not as specific as the written description in
Lenihan
of “all my personal property, whatever it may be,” which this Court nevertheless said required consideration of all the circumstances under which the written document was executed and delivered. Ill N.W.2d at 697-98.
See also Royal,
[¶ 19] Under both the interpretation of an ambiguous contract and a gift analysis, the determination of intent is a question of fact.
See Makedonsky,
[¶ 20] Although Doeden claims the district court erred in accepting “the singular, self-serving, and contradictory
III
[¶ 21] Because of our resolution of the conversion issue, it is not necessary to address Doeden’s argument about damages or attorney fees.
TV
[¶ 22] We affirm the district court judgment.