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Legal Memorandum: Appellate Review of an Ambiguous Contract

Issue: Under Minnesota law, what is the standard of appellate review for a determination that a contract is ambiguous?

Area of Law: Business Organizations & Contracts, Litigation & Procedure
Keywords: Ambiguous agreement; Standard of appellate review
Jurisdiction: Minnesota
Cited Cases: 566 N.W.2d 357; 636 N.W.2d 352; 466 N.W.2d 8; 296 N.W.2d 859; 281 Minn. 253; 161 N.W.2d 546
Cited Statutes: None
Date: 11/01/2004

On review, the appellate court is not bound by and need not give any deference to the trial court’s decision on a purely legal issue.  Pine Valley Meats, Inc. v. Canal Capital Corp., 566 N.W.2d 357, 362 (Minn. Ct. App. 1997).  When the trial court is not required to make findings of fact, the appellate court is not bound by the lower court’s findings.  Firstar Eagan Bank, N.A. v. Marquette Bank Minneapolis, N.A., 466 N.W.2d 8, 11 (Minn. Ct. App. 1991).  Construction of a contract is a question of law, unless there are ambiguities in the contract.  Swanson v. Parkway Estates Townhouse Ass’n, 567 N.W.2d 767, 768 (Minn. Ct. App. 1997); Pine Valley Meats, 566 N.W.2d at 365.  The question whether a contract is ambiguous is a question of law for the trial court, and the appellate court is not bound by the trial court’s determination on this issue.  Lamb Plumbing & Heating Co. v. Kraus-Anderson of Minneapolis, Inc., 296 N.W.2d 859, 862 (Minn. 1980); Pine Valley Meats, 566 N.W.2d at 365.  The reviewing court corrects erroneous applications of law and accords the trial court discretion in its ultimate conclusions of law under an abuse of discretion standard.  Koes v. Advanced Design, Inc., 636 N.W.2d 352, 360 (Minn. Ct. App. 2001). 

The trial court’s findings of fact will be set aside only if they are clearly erroneous.  Kornberg v. Kornberg, 542 N.W.2d 379, 386 (Minn. […]

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