This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA

IN COURT OF APPEALS

A16-0998

Allen Battle, 

Respondent, 

vs. 

Auto Sales 1, Inc., 

Appellant

Filed February 21, 2017

Reversed

Worke, Judge

Ramsey County District Court

File No. 62-CV-15-4018

Allen Battle, Minneapolis, Minnesota (pro se respondent)

Konstandinos Nicklow, Meshbesher & Spence, Ltd., Minneapolis, Minnesota (for 

appellant)

Considered and decided by Halbrooks, Presiding Judge; Worke, Judge; and Jesson, 

Judge. 

U N P U B L I S H E D O P I N I O N

WORKE, Judge

Appellant auto-seller challenges judgment entered in favor of respondent purchaser

for the return of respondent’s down payment for a vehicle that he returned to appellant. 

Because respondent purchased the vehicle “as is,” we reverse. 
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FACTS

On December 4, 2014, respondent Allen Battle purchased a vehicle from appellant 

Auto Sales 1 Inc. This was the third vehicle Battle had purchased from Auto Sales 1. The 

purchase price was approximately $8,000, and Battle paid a down payment of $4,000. 

Battle purchased the vehicle “as is,” with the understanding that there was “no right to 

return” the vehicle. 

Battle picked up the vehicle on December 15, 2014. Sometime thereafter, Battle 

called Auto Sales 1 because the vehicle stalled while Battle was driving it. Auto Sales 1 

repaired the vehicle. Battle picked up the vehicle on January 2, 2015. Battle called Auto 

Sales 1 on January 6 because the vehicle would not start. Auto Sales 1 again repaired the 

vehicle. After the vehicle was repaired, Battle refused to pick it up. On March 4, 2015, 

Auto Sales 1 repossessed the vehicle after Battle failed to make any payments.

Battle filed a claim in conciliation court seeking return of his down payment. 

Judgment was entered in favor of Auto Sales 1 because Battle purchased the vehicle “as 

is.” Battle appealed to the district court and the judgment was vacated. Following a 

hearing, the district court entered judgment in favor of Battle, concluding that Auto Sales 

1 was unjustly enriched by retaining the down payment and repossessing the vehicle. 

Auto Sales 1 moved for a new trial, arguing that the district court ignored the parties’ 

contract. The district court denied Auto Sales 1’s posttrial motion. While the district court 

found that it had ignored the parties’ contract, it concluded that it could ignore the contract 

because Auto Sales 1 ignored the “as is” language in the contract when it repaired the 

vehicle. This appeal follows. 
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D E C I S I O N

Auto Sales 1 argues that the district court should not have ignored the clear and 

unambiguous language of the parties’ contract. “Contract interpretation is a question of 

law that [this court] review[s] de novo.” Valspar Refinish, Inc. v. Gaylord’s, Inc., 764 

N.W.2d 359, 364 (Minn. 2009) (quotation omitted). “The primary goal of contract 

interpretation is to ascertain and enforce the intent of the parties.” Id. “The plain and 

ordinary meaning of the contract language controls, unless the language is ambiguous.” 

Bus. Bank v. Hanson, 769 N.W.2d 285, 288 (Minn. 2009). Contractual language is 

ambiguous “if, judged by its language alone and without resort to parol evidence, it is 

reasonably susceptible of more than one meaning.” Metro Office Parks Co. v. Control Data 

Corp., 295 Minn. 348, 351, 205 N.W.2d 121, 123 (1973). When a contract is clear and 

unambiguous, courts should not rewrite or modify it. Valspar, 764 N.W.2d at 364-65. 

Here, the contract provided that the vehicle was “being sold ‘as is’ with all faults.”

The contract also provided that “[t]here is no right to return on this vehicle. The dealer has 

the option to repair an unknown defect at [the purchaser’s] expense. This is treated on an 

individual case[] by case [basis].” The contract is clear and unambiguous that the vehicle 

was sold “as is” with “all faults” and that Battle had no right to return the vehicle. 

The district court determined, however, that while it ignored the contract, it could 

do so because Auto Sales 1 repaired the vehicle and did not invoke the “as-is” provision. 

But an Auto Sales 1 representative testified that the repairs were done as part of its 

“customer service.” And the contract provides that Auto Sales 1 “has the option to repair 

an unknown defect” treated on a case-by-case basis. This provision indicates that Auto 
4

Sales 1 could elect to perform repairs at its own expense. The fact that the repairs were 

done for “customer service” for Battle, who had purchased vehicles from Auto Sales 1 

previously, does not present a situation in which Auto Sales 1 failed to invoke the “as-is” 

provision. Because the vehicle was sold “as is,” Battle had no right to return the vehicle

and expect return of his down payment. 

Auto Sales 1 also argues that the district court erred in concluding that it was 

unjustly enriched by keeping Battle’s down payment and repossessing the vehicle. Unjust 

enrichment is an equitable doctrine. Southtown Plumbing, Inc. v. Har-Ned Lumber Co., 

493 N.W.2d 137, 140 (Minn. App. 1992). A party succeeds on an unjust-enrichment claim 

when he establishes that (1) a party knowingly received something of value, (2) the 

recipient was not entitled to the thing of value, and (3) it would be unjust to allow the 

recipient to retain the benefit. Schumacher v. Schumacher, 627 N.W.2d 725, 729 (Minn.

App. 2001). “[I]t must be shown that a party was unjustly enriched in the sense that the 

term unjustly could mean illegally or unlawfully.” First Nat’l Bank of St. Paul v. Ramier, 

311 N.W.2d 502, 504 (Minn. 1981) (quotation omitted); see Park-Lake Car Wash, Inc. v. 

Springer, 394 N.W.2d 505, 514 (Minn. App. 1986) (stating that “unjust” can also mean 

“unconscionable by reason of a bad motive” (quotation omitted)). 

Here, Auto Sales 1 knowingly received the down payment. But it was entitled to 

receive the down payment because it sold the vehicle. Battle failed to fulfill his obligation 

to pay for the vehicle, and Auto Sales 1 repossessed the vehicle, receiving a second item 

of value, which it was also entitled to receive. Auto Sales 1 did not do anything illegal, 

fraudulent, or with bad motive. Battle cannot succeed on an unjust-enrichment claim 
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because he failed to show that Auto Sales 1 was not entitled to receive the things of value 

and that it would be unjust to allow Auto Sales 1 to retain the things of value. 

Lastly, Auto Sales 1 argues that Battle does not have standing to bring the action 

because he titled the vehicle in the name of his company. In denying Auto Sales 1’s request 

for posttrial relief, the district court determined that Auto Sales 1 waived the challenge 

because its objection was untimely. The district court is correct. 

Auto Sales 1’s representative testified that Battle requested that title be in his 

company’s name and that title was transferred to Battle’s company. Although this evidence 

was presented, no argument was made as to its relevance. Moreover, Battle did not file a 

claim seeking return of the vehicle. In that case, perhaps, the proper party would have been 

the holder of title. Instead, Battle sought return of his down payment. There is no dispute 

that Battle paid the down payment. Thus, as the individual who paid a down payment, 

regardless if it was to purchase a vehicle for himself or his company, Battle suffered an 

“injury-in-fact” and “has a sufficient stake in a justiciable controversy.” See State by 

Humphrey v. Philip Morris Inc., 551 N.W.2d 490, 493 (Minn. 1996) (quotation omitted). 

Reversed.