Plaintiff partnership, Holiday Acres No. 8 (“Holiday Acres”) appeals from the order and judgment of Dakota County District Court dismissing its declaratory judgment action for lack of an “actual justifiable controversy.” We reverse, finding the important issue presented by the Holiday Acres’ complaint to be capable of resolution on the existing facts. Accordingly, the ease is remanded for thorough consideration of the issue raised by the complaint. Holiday Acres and the defendant Midwest Federal Savings and Loan Association of Minneapolis (“Midwest Federal”) are parties to a 1969 mortgage agreement on an apartment complex. The mortgage deed contains a standard acceleration clause, commonly0 referred to as a “due-on-sale” clause:
“In the event that the mortgagors convey the title, (legal, equitable or both) to all or any portion of said premises or in the event that such title becomes vested in a person other than the mortgagors in any manner whatsoever except under the power of eminent domain, then in any such case the entire unpaid principal of the note secured hereby with all accrued interest thereon shall, at the option of the mortgagee at any time thereafter, become immediately due and payable without notice.”
On January 26, 1976, the Holiday Acres entered into an earnest money contract to sell the property to a third-party purchaser. The contract provided that either party could terminate if Midwest Federal did not provide an acceptable consent to the sale. Midwest Federal was advised of the terms of the prospective purchase and,, in turn, notified Holiday Acres that it would require the purchaser to refinance, at a higher interest rate, callable after 10 years. This was unacceptable to the purchaser, who terminated the purchase agreement on April 15, 1976.
On September 1, 1976, Holiday Acres sued Midwest Federal, requesting declaratory judgment invalidating the due-on-sale clause as “an unlawful restraint on the alienation of property.” Holiday Acres moved for summary judgment on June 8, 1977, upon which motion the district court ordered the action dismissed for want of a justiciable controversy.
The single and important issue for our determination is whether the facts alleged in the complaint in this case present a justi-ciable controversy under the Uniform Declaratory Judgment Act, Minn.St. 555.01, et seq.
*447 Since the issue presented is one of justiciability, we need not reach the merits of the underlying controversy at this time. 1 Holiday Acres contends that a declaratory determination is appropriate in that the issue is narrow, the parties adverse and fully represented. The Uniform Declaratory Judgment Act, Minn.St. 555.01, et seq., is designed to settle uncertainties prior to full-blown development. To require an actual consummated or conditional sale is unnecessary, they urge, as well as being unfair to plaintiffs and unrealistic in today’s real estate market.
Midwest Federal counters that not only is the controversy contingent on actual sale and acceleration, but judicial analysis of the reasonableness or conscionability of the exercise of the clause, the lender’s claim of an impairment of security, and the effect on real estate sales will all depend upon the existence and characteristics of a purchaser and a transaction. The interests of purchasers, real or prospective, are nowhere represented in this litigation. Finally, they argue, this case represents an unwarranted extension of declaratory judgment actions to hypothetical facts, would not finally settle the controversy (if a rule or reasonableness, etc. were adopted), and is unnecessary in view of alternative actions available.
The concept of justiciability comprehends the fundamental requirements for judicial action. As we stated in
Seiz v. Citizens Pure Ice Co.,
“* * * The controversy must be justi-ciable in the sense that it involves definite and concrete assertions of right and the contest thereof touching the legal relations of parties having adverse interests in the matter with respect to which the declaration is sought, and must admit of specific relief by a decree or judgment of a specific character as distinguished from an opinion advising what the law would be upon a hypothetical state of facts. * * *”
There is, however, a notable tension between the “present controversy” required for justiciability and the latitude permitted under our declaratory judgment provisions, Minn.St. 555.01, et seq. 2
“The difference between an abstract question and a ‘controversy’ contemplated by the Declaratory Judgment Act is nec *448 essarily one of degree, and it would be difficult, if it would be possible, to fashion a precise test for determining in every case whether there is such a controversy. Basically, the question in each case is whether the facts alleged, under all the circumstances, show that there is a substantial controversy, between parties having adverse legal interests, of sufficient immediacy and reality to warrant the issue of a declaratory judgment.” Maryland Casualty Co. v. Pacific Coal & Oil Co.,312 U.S. 270 , 273,61 S.Ct. 510 , 512,85 L.Ed. 826 , 828-29 (1941).
The required immediacy or imminence is not subject to any mechanical test. In
Harrington
v.
Fairchild,
The issue in the instant case is significant and well-defined by the parties. One attempted conveyance has already been frustrated by the dispute over the due-on-sale clause. To require a second transaction, frozen in factual context for full judicial determination, would be unwarranted and unrealistic in today’s real estate market. As Holiday Acres pointed out, prospective purchasers wish to buy real estate, not lawsuits. Even pronouncement of a rule of reasonableness, for example, upholding acceleration clauses where reasonably related to continued security, would provide the parties with a commercial and legal framework for subsequent decisions.
Other jurisdictions have consistently found that challenges to due-on-sale clauses present justiciable issues. See, e.
g., Wellenkamp v. Bank of America Nat. T. and S. Ass’n.,
“Further, these facts present an ideal situation for use of declaratory judgment proceedings prior to execution of the proposed agreement. Plaintiff claims the right to assign its interest in the trust. This claim is countered by defendant’s asserted right to foreclosure under the ‘due on conveyance’ clause. To require plaintiff to enter into a contract with the buyer as a condition precedent to judicial *449 review would, in our opinion, place plaintiff in the untenable position of being obliged to choose between foreclosure by defendant and a potential action for breach of contract by the buyer. Surely the modern remedy of declaratory judgment should be available to assist litigants to avoid this type of Scylla-Charybdis situation. In addition, the prospect of lengthy litigation over the conflict between assignment and foreclosure, if left unresolved, would tend to hamper any future negotiations plaintiff might undertake.”47 Ill.App.3d 646 ,7 Ill.Dec. 775 ,365 N.E.2d 60 .
We find this reasoning persuasive and, accordingly, reverse and remand for full consideration of Holiday Acres’ complaint.
Reversed and remanded.
Notes
. The validity of due-on-sale clauses is a complex issue, important to borrowers and lenders alike. Other jurisdictions have considered challenges to similar clauses and either recognized their continued validity or announced rules of conscionability or reasonableness applicable to residential and/or commercial conveyances. See, e.
g., First Southern Federal Savings and Loan Association of Mobile v. Britton,
Ala.Civ.App.,
. The Declaratory Judgment Act is remedial, intended to settle and to afford relief from uncertainty with respect to rights, status, and other legal relations. Minn.St. 555.12. It broadly authorizes courts to resolve such uncertainties “whether or not further relief is or could be claimed,” Minn.St. 555.01, and provides that “[a]ny person interested under a deed, will, written contract or other writings constituting a contract, * * * may have determined any question of construction or validity arising under the instrument. * * *” Minn.St. 555.02.
. “ * * * Clearly, in order to constitute a justiciable controversy, there need not be such an actual right of action in one party against the other as would justify a granting of consequential relief but only a right on the part of the complainant to be relieved of an uncertainty and insecurity arising out of an actual controversy with respect to his rights, status, and other legal relations with an adversary party. Jurisdiction exists to declare the rights, status, and other legal relations of the parties if the complainant is possessed of a judicially pro-tectable right or status which is placed in jeopardy by the ripe or ripening seeds of an actual controversy with an adversary party, and such jurisdiction exists although the
status quo
between the parties has not yet been destroyed or impaired and even though no relief is or can be claimed or afforded beyond that of merely declaring the complainant’s rights so as to relieve him from a present uncertainty and insecurity.”