[¶1] Lyndon Fredericks appeals, and Bole Resources, LLC, and others (“Bole defendants”) cross-appeal from a judgment declaring the district court had subject-matter jurisdiction over the action, reforming a quit claim mineral deed, quieting title in the mineral interests in Paul Freder-icks, and ordering Lyndon Fredericks to pay the Bole defendants damages plus interest and their attorney fees. Because we conclude the district court correctly ruled it had subject-matter jurisdiction, its findings of fact are not clearly erroneous, and it. did not abuse its discretion, we affirm.
I
[¶ 2] Kenneth Fredericks was the father of Paul Fredericks, Lyndon Fredericks, and Kennеth Fredericks Jr. In 1985, Paul Fredericks and his wife executed a quit claim mineral deed transferring their interest in certain Dunn County minerals located in fee land on the Fort Berthold Indian Reservation to Kenneth Fredericks “as joint tenants and not as tenants in common, their heirs and assigns, the survivor of the Transferees, the heirs and assigns of the survivor.” The district court found Kenneth Fredericks and his sons, Paul and Lyndon Fredericks, were enrolled members of the Three Affiliated Tribes but did not reside on the reservation during the relevant period. After Kenneth Fredericks died in 1988, his estate was probated in tribal court, but the fee land mineral interest he had received in 1985 was not‘addressеd in those proceedings.
[¶ 3] In 2001, the remainder of Kenneth Fredericks’ estate, including the fee land mineral interest, was probated in state court. Kenneth Fredericks Jr. served as personal representative, and a personal representative’s deed was issued transferring the mineral interests to Lyndon Fred-ericks. Paul Fredericks was not given notice of the state court probate proceedings. In February 2012, Lyndon Fredericks sold the mineral interests through warranty
[¶ 4] In June 2012, Paul Fredericks sued Lyndon Fredericks and the Bole defendants in state court to quiet title to the minerаls in his name, claiming the 1985 mineral deed should be reformed because of a mutual mistake that he was supposed to be listed as the joint tenant with his father. The Bole defendants cross-claimed against Lyndon Fredericks for breach of warranty of title. After a bench trial, the district court reformed the deed and quieted title to the mineral interests in Paul Fredericks. The court also ordered Lyndon Fredericks to pay the Bole defendants $120,000 in damages plus interest for the breach of warranty claim and $56,728.44 for their attorney fees and costs in defending the action. Lyndon Fredericks filed a motion to vacate the judgment, claiming his status as a tribаl member deprived the court of jurisdiction because the underlying dispute involved title to minerals located on the reservation. The court denied the motion.
II
[¶ 5] Lyndon Fredericks argues the district court lacked subject-matter jurisdiction because he is a tribal member and “resident” of the reservation and “the dispute concerns title to minerals on the reservation.”
[¶ 6] Subject-matter jurisdiction cannot be conferred by agreement, consent, or waiver, and issues involving subject-matter jurisdiction can be raised by the court or a party at any time in a proceeding.
See State v. Lavallie,
[¶ 7] The district court made the following findings regarding the jurisdictional facts, Paul Fredericks, Lyndon Fredericks, and Kenneth Fredericks were enrolled members of the Three Affiliated Tribes, but none of them resided on the reservar tion during the relevant period. Although Lyndon Fredericks claims he “lives” on the reservation, he does not challenge the court’s finding he did not live there during the relevant time period. The property involved, although located on the reservation, is fee land rather than trust land. The 1985 deed at issue was executed off of the reservation. Although Kenneth Fredericks’ interests in trust property were probated in tribal court, his interest in the fee property was probated in state district court. At the time this action began, the Bole defendants, who are non-Indian, were the record title holdеrs of the fee land. Only as a result of this state court action does a tribal member, Paul Fredericks, have an ownership interest in the fee land mineral interests.
[¶ 8] In analyzing jurisdiction, the district court relied on the United States Supreme Court’s decision in
Plains Commerce Bank v. Long Family Land and Cattle Co., Inc.,
[¶ 9] In ruling the tribal court lacked jurisdiction to adjudicate the discrimination claim, the Supreme Court noted the general rule restricting tribal authority over nonmember activities is “particularly strong” when the nonmember activity occurs on land owned in fee simple by non-Indians and explained:
Our cases have made clear that once tribal land is converted into fee simple, the tribe loses plenary jurisdiction over it. See County of Yakima [v. Confederated Tribes and Bands of Yakima Nation,502 U.S. 251 , 267-268,112 S.Ct. 683 ,116 L.Ed.2d 687 (1992),] (General Allotment Act permits Yakima County to impose ad valorem tax on fee land located within the reservation); Goudy v. Meath,203 U.S. 146 , 149-50 [27 S.Ct. 48 ,51 L.Ed. 130 ] (1906) (by rendering allotted lands'alienable, General'Allotment Act exposed" them to state assessment and forced sale for taxes); In re Heff,197 U.S. 488 , 502-503 [25 S.Ct. 506 ,49 L.Ed. 848 ] (1905) (fee land subject to plenary state jurisdiction upon issuance of trust patent (superseded by the Burke Act, 34 Stat. 182, 25 U.S.C. § 349 (2000 ed.))). Among the powers lost is the authority to prevent the land’s sale, see County of Yakima, supra, at 263 [112 S.Ct. 683 ] (Generаl Allotment Act granted fee holders power of voluntary sale) — not surprisingly, as “free alien-ability” by the holder is a core attribute of the fee simple, C. Moynihan, Introduction to Law of Real Property § 3, p. 32 (2d ed. 1988). Moreover, when the tribe or tribal members convey a parcel of fee land “to non-Indians, [the tribe] loses any foimer right of absolute and exclusive use and occupation of the conveyed lands.” South Dakota v. Bourland,508 U.S. 679 , 689 [113 S.Ct. 2309 ,124 L.Ed.2d 606 ] (1993) (emphasis added). This necessarily entails “the loss of regulatory jurisdiction over the use of the land by others.” Ibid. As a general rule, then, “the tribe'has no authority itself, by way of tribal, ordinance or actions in the tribal courts, to regulate the usе of fee land.” Brendale v. Confederated Tribes and Banks [Bands] of Yakima Nation,492 U.S. 408 , 430 [109 S.Ct.2994, 106 L.Ed.2d 343 ] (1989) (opinion of White, J.).
We have recognized two exceptions to this principle, circumstances in which tribes may exercise “civil jurisdiction over non-Indians on their reservations, even on non-Indian fee lands.” Montana [v. United States], 450 U.S. [544,] 565 [101 S.Ct. 1245 ,67 L.Ed.2d 493 (1981)]. First, “[a] tribe may regulate, through taxation, licensing, or other means, the activities of nonmembers who enter consensual relationships with the tribe or its members, through commercial dealing, contracts, leases, or other arrangements.” Ibid. Second, a tribe may exercise “civil authority over the conduct of non-Indians on fee lands within the reservation when that cоnduct threatens or has some direct effect on the political integrity, the economic security, or the health or welfare of the tribe.” Id., at 566 [101 S.Ct. 1245 ]. These rules have become known as the Montana exceptions, after the case that elaborated them. By their terms, the exceptions concern regulation of “the activities of nonmembers” or “the conduct of non-Indians on fee land.”
Plains Commerce Bank,
[¶ 10] The Supreme Court held neither of the
Montana
exceptions applied.
Plains Commerce Bank,
Nor can regulation of fee land sales be justified by the tribe’s interests in protecting ■ internal relations and self-government. Any direct harm to its political integrity that the tribe sustains as a result of fee land sale is sustained at the point- the land -passes from Indian to non-Indian hands. It is at that point the tribe and its members lose the ability to use the land for their purposes. Once the land has been sold in fee simple to non-Indians and passed beyond the tribe’s immediate control, the mere resale of that land works no additional intrusion on tribal relations or self-government. Resale, by itself, causes no additional damage.
Plains Commerce Bank,
[¶ 11] The district court correctly relied upon
Plains Commerce Bank
in’ruling the
Montana
exceptions did not apply and the tribal court had no jurisdiction. The court noted the real property at issue was non-Indian fee land, Kenneth Fredericks acquired the property in 1965, and the record did not reflect whether he acquired the property from tribal members. Paul Fred-ericks and his wife acquired the property in 1979 and executed the 1985 quit claim deed to Kenneth Frеdericks “as joint tenants” off of the reservation. Kenneth Fred-ericks’ interest in trust property was probated in tribal court, but his interest in the fee land was probated in state court, which resulted in the personal representative’s deed transferring the property to Lyndon Fredericks. Lyndon Fredericks conveyed
[¶ 12] While
Montana
governs tribal court jurisdiction, state-court jurisdiction is determined under the test set forth in
Williams v.
Lee,
[¶ 13] Lyndon Fredericks argues the state court,lacks jurisdiction because North Dakota has disclaimed jurisdiction over • Indian reservation lands under N.D.C.C. ch. 27-19.
See Gustafson v. Estate of Poitra,
[¶ 14] The district court had jurisdiction under N.D. Const, art.- VI, § 8, and N.D.C.C. § 27-05-06. The appeal and the
Ill
[¶ 15] Lyndon Fredericks and the Bole defendants argue Paul Fredericks failed to prove he was entitled to reformation of the 1985 mineral deed. They argue the court erred in ruling the Bole defendants were not good-faith purchasers precluding reformation. They also argue the court erred in failing to rule Paul Fredericks’ lawsuit was barred by laches.
[¶ 16] Section 32-04-17, N.D.C.C., provides:
When, through fraud or mutual mistake of the parties, or a mistake of one party which the other at the time knew or suspected, a written contract does not truly express the intention of the parties, it may be revised on the application of a party aggrieved so as to express that intention so far as it can be done without prejudice to rights acquired by third persons in good faith and for value.
“The party seeking reformation of a written instrument must establish by clear and convincing evidence that the document does not state the parties’ intended agreement.”
See Johnson v. Hovland,
[¶ 17] The district court issued a 27-page memorandum opinion detailing the evidence and explaining its decision on the various issues, which is summarized by the court’s findings of fact and conclusions of law. The court found that in 1985, Kenneth Fredericks asked Paul Fredericks and his wife to convey the minerals to him so he could collect, oil. and. gas lease payments during his lifetime and have Paul Freder-icks own the minerals after his death, and in pursuance of that goal, they intended the conveyance to name them as joint tenants. However, the deed contained an error by creating a joint tenancy in a single grantee. Kenneth Fredericks’ will details his real and personal property, and his trust property devised to his children, but does not mention the fee property at issue here, which the court found created an inference that he believed this property would not pass ‘through his estate.
See Matter of Estate of
Pedersen,
[¶ 18] In July 2001, when Kennéth Fred-ericks’ will was probated in. state court, Paul Fredericks did not receive notice of the proceedings. The court found Lyndon Fredericks “sought to secrete information about the 2001 probate action” from Paul Fredericks, even though Lyndon Freder-icks knew about Paul Fredericks’ claim to the property. Paul Fredericks did not learn of the error in the deed until 2007. The court concluded the deed naming a single grantee “‘as joint tenants’ is an obvious error sufficient to put a prudent person on inquiry notice” and therefore Lyndon Fredericks and the Bole .defendants had constructive notice of the “obvious error” in the deed. The Bole , defendants failed to conduct any inquiry into the obvious error contained in the deed and “as a result are not good faith purchasers for value” under N.D.C.C. § 32-04-17. The court concluded, because Lyndon Freder-icks did not act in good faith, he was not entitled to invoke the equitable doctrine of laches. The court concluded reformation was appropriate based on, a mutual mistake of the parties to the 1985 deed.
[¶ 19] Lyndon Fredericks and the Bole defendants argue the district court erred in deciding Paul Fredericks provided clear and convincing evidence that a mutual mistake was made sufficient to provide him with ownership of the disputed mineral interests.
[¶ 20] The district court noted that during Paul Fredericks’ testimony, “he had difficulty articulating what was the intention of the parties in terms of which legal form the transfer ... should take,” but that “regardless of the legal scenarios or form of ownership, Paul was clear and consistent in his testimony that it was intended that he would be the owner of the minerals following his father’s death.” The court further noted Debra Entzel, Paul Fredericks’ former “common-law” wife who participated in the discussions during the early 1980s regarding the 1985 transfer, provided “unrebutted testimony that it was the intention of the parties that Paul would be a grantee as a joint tenant and that he was to become the owner of the minerals upon” his father’s death. The court also noted that Paul Fredericks’ wife and Lyndon Fredericks testified Lyndon Fredericks knew before 2001 that Paul Fredericks had been claiming ownership of the mineral interest “for a long time.” The court said:
The Court finds, on the basis of Lyndon’s- testimony, that Paul had been claiming for years thаt he was the owner of the minerals in question. The Court further finds that- those claims were made at times following the death of Kenneth J. Fredericks and before he learned that they had been deeded to Lyndon. The Court finds that Paul’s belief that he owned the minerals after his father’s death' and before the minerals were conveyed to Lyndon by Kenneth J. Fredericks [Jr.], Personal Representative is very strong evidence that it was the intention of the parties that Paul be a joint tenant. No other logical’ alternative except that Paul was intended to be a joint tenant owner of the minerals would explain that belief. That is especially truе when viewed in conjunction with facts that:
1. [1985 quit claim deed] references joint tenancy;
2. Debra Entzel, a party to the transaction, gave corroborative testimony, saying that it was intended that Paul was to be a joint tenant;
3. That no meaningful consideration was paid to Paul or Debra Entzel for the conveyance;
4. That Kenneth J. Fredericks’ rather detailed Will did not reference the minerals in question; and
5. No evidence of a contrary intention was presented.
Based upon a review of evidence as set forth herein above, the Court finds, based upon clear and convincing evidence ... that it was the intention of the parties to the quit claim deed ... that the mineral interests of Paul Fredericks and Debra Fredericks would convey the minerals at issue to Paul Fredericks and Kenneth J. Fredericks as joint tenants.
[¶21] The arguments of Lyndon Fredericks and the Bole defendants essentially attack Paul Fredericks’ credibility. “The task of weighing the evidence and judging the credibility of witnesses belongs exclusively to the trier of fact, and we do not reweigh credibility or resolve conflicts in the evidence.”
Greywind v. State,
[¶ 22] Lyndon Fredericks and the Bole defendants argue the district court erred in deciding the Bole defendants were not good-faith purchasers for value.
[¶ 23] Section 1-01-21, N.D.C.C., defines “good faith” as “an honest intention to abstain from taking any unconscientious advantage of another even through the forms or technicalities of law, together with an absence of all information or belief of facts which would render -the transaction unconscientious.” Whether a party acted in good faith is a question of fact.
See Farmers Union Oil Co. v. Smetana,
In Diocese of Bismarck Trust v. Ramada, Inc.,553 N.W.2d 760 , 768 (N.D. 1996) (citations omitted), this Court addressed the concepts of good faith and notice in the context of reformation of a deed under N.D.C.C. § 32-04-17:
Under N.D.C.C. § 32-04-17, a good faith purchaser must acquire rights without actual or constructive notice of another’s rights. Actual notice consists of express information of a fact, N.D.C.C. § 1-01-23, while constructive notice is notice imputed by law to a person having no actual notice. N.D.C.C. § 1-01-24.
Under N.D.C.C. § 1-01-25, a person who has actual notice of circumstances sufficient to put a prudent person upon inquiry as to a particular fact and who omits to make an inquiry with reasonable diligence, is deemed to have constructive notice of the fact itself. The issues of good faith and constructive notice are similar in that they both require an examination of the information possessed by a person. The information, howеver, need not be so detailed as to communicate a complete description of an opposing interest; instead, the information must be sufficient to assert the existence of an interest as a fact, which in turn gives rise to a duty to investigate. In making inquiry, a person must exercise reasonable diligence;' a superficial inquiry is not enough.
A party’s status as a good faith purchaser without notice of a competing interest is a mixed question of fact and law. The factual circumstances relating to events surrounding the transaction — the realities disclosed by the evidence as distingüished from their legal effect — constitute the findings of fact necessary to determine whether a party has attained the status of a good faith purchaser without notice. A court’s ultimate determination that a party is not a good faith purchaser for value is a conclusion of law, because that determination describes the legal effect of the underlying factual circumstances.
A purchaser who fails to make the requisite inquiry cannot claim good-faith purchaser status and will be charged with constructive notice of all facts that the inquiry would have revealed.
See Swanson v. Swanson,
[¶24] In this case, the district court noted the 1985 deed was duly recorded and the reference in the deed to joint tenants when only one grantee was named constituted an “obvious error” sufficient to put a prudent person upon inquiry under N.D.C.C. § 1-01-25. The court found that a landman was the only person to review the deed in the course of his title examination for the Bole defendants, and he did not reference the discrepancy in the title
[¶ 25] Lyndon Fredericks and the Bole defendants argue the district court erred in deciding they did not act in good faith because “[n]umerous attorneys and mineral title experts ha[d] reviewed, studied, and analyzed the subject 1985 deed” before their transactions occurred. A basic principle of property law, however, is that a joint tenancy must involve a conveyance to two or more persons.
See Renz v. Renz,
[¶ 26] Additionally, the Bole defendants cannot claim reasonable reliance on the landman’s title examination to secure good-faith purchaser status. In
Borth v. Gulf Oil Expl. & Prod. Co.,
[Under] NDCC § 47-19-19 the recording of a deed is notice of the contents of the deed as to all persons. In this instance Batts and Gulf Oil are chargeable with having notice of the contents of the record title of the property in question. Further, Gulf Oil received the title memorandum from Batts that set out the chain of title to the land, but the record reflects that Gulf Oil did not examine the title memorandum nor did it examine any of the original records on file. The district court made a finding of fact to that effect and that finding is not clearly erroneous. The testimony of Michael Smith, attorney for Gulf Oil, suggests that if Gulf Oil had examined the records available to them they would have been on notice that additional examination was required. Rather, the testimony of Don R. Fisher, lease rental supervisor for Gulf Oil, reflects that in situations such as this Gulf Oil “simply relies on the thoroughness of the assignor [Batts] who researched the chain of title at the county courthouse.” Although Gulf Oil asserts that it relied in good faith upon the, determination made by Batts concerning the title to the oil and gas estate, we believe that Batts’ conduct is chargeable to Gulf Oil and that Gulf Oil also should have examined the records available to them and that this conduct precipitated the insufficient delayed rental payments. .
[¶ 27] We conclude the district court did not err in concluding the Bole defendants were not good-faith purchasers for value.
C
[¶28] Lyndon Fredericks and the Bole defendants argue the district court erred in ruling Paul Fredericks’ action was not barred by laches.
[¶ 29] “The party against whom laches is sought to be invoked must be actually or presumptively aware of his rights and must fail to assert them against a party who in good faith permitted his position to becоme so changed that he could not be restored to his former state.”
Bakken,
[¶ 30] We conclude the district coürt did not err in’ rejecting the laches defense.
IV
[¶ 31] Lyndon Fredericks argues the district court erred in awarding attorney fees to the Bole defendants and erred in awarding interest on the damage- award.
A
[¶ 32] Under N.D.C.C. § 32-03-11(3), damages for breach of a warranty covenant in a grant of an estate in real property include “[a]ny expense properly incurred by the covenantee in defending the ■ covenantee’s possession.” Lyndon Fredericks argues the .Bole defendants’ attorney fees were not properly incurred because he “retained counsel and actively defended title throughout the case.”
[¶ 33] Attorney fee awards are matters addressed to the sound discretion of the district court.
See, e.g., Cassady v. Souris River Tel.
Coop.,
[¶ 34] Lyndon Fredericks warranted title to the mineral interests in the deed to Bole Resources, LLC, and agreed in that deed to defend title. This is not a case in which Lyndon .Fredericks offered to defend title and the Bole defendants rejected the offer.
See, e.g., Sorenson, v. Safety Flate, Inc.,
B
[¶ 35] Under N.D.C.C. § 32-03-11(2), damages for breach of a warranty deed include “[ijnterest ... for the time during which the grantee derived ho benefit from the propérty, not exceeding six years.” The district court awarded interest on the $120,000 damage award “at the legal rate from February 20, 2012 to the present date.” February 20, 2012, was the effective date of the warranty deed conveying the mineral interests to Bole Resources, LLC. Lyndon Fredericks argues the district court erred because the Bole defendants failed to show they derived no benefit from the property during that time period.
[¶ 36] We apply the abuse of discretion standard when reviеwing the district court’s decision when to commence an award of interest.
See PHI Fin. Servs., Inc. v. Johnston Law Office, P.C.,
V
[¶ 37] We do not address other arguments raised, because they are either unnecessary to the decision or are without merit. The judgment is- affirmed.