This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2014). STATE OF MINNESOTA IN COURT OF APPEALS A16-0298 Todd Johnson,

Respondent,

vs. Britta K. Anderson, as Personal Representative of the Es tate of Donnabelle M. Johnson, decedent, Appellant. Filed August 22, 2016 Affirmed Reyes, Judge Cass County District Court File No. 11CV151744 Andrew M. Shaw, Shaw & Shaw, P.A., Deer River, Mi nnesota (for respondent) Matthew J. Schaap, Robert B. Bauer, Dougherty, Molenda, Solfest, Hills & Bauer, P.A., Apple Valley, Minnesota (for appellant) Considered and decided by Bratvold, Presid ing Judge; Schellhas, Judge; and Reyes, Judge. U N P U B L I S H E D O P I N I O N REYES , Judge Respondent brought a declaratory-judg ment claim against appellant for a determination that an option to purchase real property descri bed within a lease agreement between respondent and his father and step-m other was valid and enforceable. Appellant2 challenges the district court’s order grantin g partial summary judgment in respondent’s favor, arguing that the option to purchase is unenforceable because the description of the real property in the agreement does not satisfy the statute of frauds, and, if it is enforceable, that the co st-of-living-adjustment provision applies to the purchase price. We affirm. FACTS On November 20, 1993, Le Roy Johnson and his wife, Donnabelle Johnson, entered into an agreement to lease their resort on Woma n Lake in Cass County to respondent Todd Johnson, LeRoy’s 1 son. The agreement describe s the real property to be leased according to th e following provision: Government Lots Two and Three Section 24, Township 140, Range 29, Cass County Minnesota, less sold. It is the intention of the parties to in clude all of the real property comprising Johnsons Evergreen Lodge. The Lessors shall provide an accurate legal description and this lease shall be amended to reflect the same. 2 (Emphasis added). The agreement “grant[s To dd] the irrevocable op tion to purchase the resort operation on the terms and conditions se t forth [in] exhibit B . . . upon . . . [t]he death of both [LeRoy and Donn abelle].” In addition, the agreement contains a merger clause, which provides that the agreement and the exhibits “represent the entire

1 Because all of the parties share the same la st name, we will refer to them by first name in this opinion. 2 At the time the agreement wa s executed, LeRoy was termina lly ill with cancer. Due to the circumstances, certain details, including the complete legal description, were not included in the agreement be fore it was executed.3 agreement between the parties” and that “[ t]he terms of [the] agreement may not be modified except by a wr itten memorandum signed by the parties.” Exhibit B to the agreement is an unexecuted contract for deed between the parties. It describes the real property to be sold the same as the agreement. Exhibit B states a purchase price of $400,000 for the real and personal resort property and sets forth a payment schedule. Four days later, Leroy died. Shortly th ereafter, Todd commenced operation of the resort and has done so continuously since then. In April 1996, Donnabelle signed and executed a document titled “Amendmen t to Lease.” The amendment states that it is “the parties [sic] desire . . . to clarify the term s of the agreement existing between them” and that the 1993 agreement is “amended as follows: . . . [t]he legal description as set forth in the original lease is hereby deleted. In its stead is hereby inserted the following legal description, to-wit.” The ame ndment then provides a more co mplete legal description of the real property. Todd did not sign this document. On July 30, 2015, Donnabelle died. In September 2015, Todd sent a letter to appellant Britta K. Anderson, as personal representative of Donnabelle’s estate, stating his intent to exercise the optio n to purchase the resort. After Donnabelle’s estate disputed the validity and enforceability of the option to purchase, Todd brought a declaratoryjudgment claim. The parties brought cro ss motions for summary judgment. After a hearing, the district court granted partial su mmary judgment in favor of Todd, concluding that the real and personal resort property is subject to an irrevocable option to purchase4 for $400,000, the option to pu rchase is valid and binding on Donnabelle’s estate, and Todd has met the conditions to exercise the option to purchase. This appeal follows. D E C I S I O N “We review a district court’s summary j udgment decision de novo. In doing so, we determine whether the district court prop erly applied the law and whether there are genuine issues of material fact that preclude summary judgment.” Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC , 790 N.W.2d 167, 170 (Minn. 2010) (citation omitted). “[W]e view the evidence in th e light most favorable to the nonmoving party . . . and resolve all doubts and factual inferences against the moving part[y].” Rochester City Lines, Co. v. City of Rochester , 868 N.W.2d 655, 661 (Minn. 2015), cert. denied , 136 S. Ct. 849 (2016). A genuine issue of material fact exists if reasonable persons might draw different conclusions based on the evidence presented. DLH, Inc. v.
Russ , 566 N.W.2d 60, 70 (Minn. 1997). Contract interpretation is a quest ion of law reviewed de novo. Caldas v. Affordable Granite & Stone, Inc. , 820 N.W.2d 826, 832 (Minn. 2012). “[T]he primary goal of contract interpretation is to determin e and enforce the intent of the parties.” Motorsports Racing Plus, Inc. v. Arctic Cat Sales, Inc. , 666 N.W.2d 320, 323 (Minn. 2003). If “a contract is unambiguous, a court gives effect to the parties’ intentions as expressed in the four corners of the instru ment, and clear, plain, and unambiguous terms are conclusive of that intent.” Knudsen v. Transport Leasing/Contract, Inc. , 672 N.W.2d 221, 223 (Minn. App. 2003), review denied (Minn. Feb. 25, 2004).5 I. The description of real property contained in the agreement and exhibit B satisfies the statute of frauds. Appellant argues that the option to purchase is not valid and enforceable because it does not satisfy the statute of frauds. Spec ifically, appellant argues that the agreement and exhibit B do not contain a valid legal description of the real property, and the amendment, which does contain a more complete legal description of the real property, does not modify the agreement or exhibit B. We disagree. As an initial matter, the parties do not ar gue that the agreement or exhibit B are ambiguous. We agree, and therefore apply th e plain and ordinary meaning of the terms of the agreement and exhibit B. See id. (“Absent ambiguity, the terms of a contract will be given their plain a nd ordinary meaning.”). An agreement or contract for a lease lasting longer than one year or for the sale of land is subject to the statute of frauds. Minn. Stat. § 513.05 (2014). Section 513.05 provides that such a contract “shall be void unless the contract, or some note or memorandum thereof, expressing the considera tion, is in writing and subscribed by the party by whom the lease or sale is to be made.” To satisfy the statute of frauds, “a written contract for the conveyance of land . . . need only provide that degree of certainty which is reasonably necessary to iden tify . . . the land to be conveyed.” Doyle v. Wohlrabe , 243 Minn. 107, 110, 66 N. W.2d 757, 761 (1954). The statute of frauds is not to be applied “in a rigid manner whereby it becomes a technical shield behind which nonperformance may be justif ied when the description c ontained in the executed memorandum, by itself or as amplified by othe r instruments or papers with which the6 memorandum is expressly or impliedly connect ed, provides an adequate guide to locate and identify the property in the light of the surrounding circumstances.” Id. at 111, 66 N.W.2d at 761 (emphasis omitted). We conclude that the description of the real property contained in the agreement and exhibit B satisfies the statute of frauds. The agreement and exhibit B both state that “[i]t is the intention of the pa rties to include all of the real property comprising Johnson’s Evergreen Lodge.” This descri ption of the real property “pr ovides an adequate guide to locate and identify the proper ty in the light of the su rrounding circumstances.” See id. (emphasis omitted). Further, we note that bot h parties to the agreement were familiar with the resort and the real property that comprised it. Therefore, they would have understood what was meant by th is description of the real property and wo uld have only needed to provide the complete legal descript ion at a later date consistent with this understanding. By its explicit and clear terms, the agreem ent and exhibit B allow the real property description to be amended w ith a subsequent legal descri ption, further satisfying the statute of frauds. The agre ement and exhibit B both dir ect LeRoy and Donnabelle to “provide an accurate legal description” at a later date and state that, once provided, the documents “shall be amended to reflect the” description. The amendment executed by Donnabelle simply provides a more complete legal descri ption of the real property comprising Johnson’s Evergree n Lodge. Therefore, the agreement and exhibit B were amended with this description of the propert y when Donnabe lle executed the amendment.7 Appellant argues that the amendment did not modify the agreement or exhibit B because (1) the amendment was never signed or accepted by Todd; (2) the agreement contains a merger clause; and (3) exhibit B was not referenced in the amendment. We are not persuaded. As an initial matter, w e note that the party who does not sign, approve, or execute an agreement is typically the party who invokes the statute of frauds or a merger clause as a defense. See, e.g., Olson v. Ronhovde , 446 N.W.2d 690, 692 (M inn. App. 1989) (“The statute [of frauds] properly applies to shield a party from liability by voiding a contract in a situation where a party did not sign the agre ement raises the statute as a defense.”). Here, despite Donnabelle signing both document s, Donnabelle’s estate is challenging the agreement and amendment. In short, it is unclear whethe r Donnabelle’s estate may even raise the statute of frauds. In addition, Todd was not required to execute or accept the amendment. The agreement and exhibit B only direct LeRoy a nd Donnabelle to provide an “accurate legal description.” They do not re quire Todd to accept the lega l description once provided. Moreover, the merger clause contained in the agreement does not render the amendment ineffective. As stated earlie r, the parties were in agreem ent as to what property the option to purchase referred to when they ex ecuted the agreement. The amendment only supplemented the existing terms of the agreement pursuant to the express language in the agreement; it did not add any additional terms. Finally, because th e agreement grants Todd an option to purchase “ on the terms and conditions set forth [in] exhibit B,” the8 reference in the amendment to “original leas e” refers to both the agreement and exhibit
B.
II. The cost-of-living adjustment provision does not apply to the purchase price. Appellant next argues that, even if the ag reement is valid and enforceable, exhibit B requires a cost-of-living adjustment to the $400,000 purchase price. We disagree. We conclude that the cost-of-living increase only a pplies to the regular payments to be made to LeRoy and Donnabelle by Todd. Exhibit B states a purchase price of $400 ,000 and provides that “[t]he parties acknowledge that the . . . purchase price is less than the actual market value of the property being sold and purchased” and that “[t]o the extent that the true value exceeds the purchase price the parties agree that said difference represents a gift from [LeRoy] to his son, [Todd].” The parties agreed that the purchase price would be set at $400,000 and
less than actual ma rket value. Exhibit B further explains how th e purchase price is to be paid: A payment equal to the sum of $60 00.00 if the same were paid on January 1, 1994 shall be due on June 15 th in the year this contract is signed and an equal payment on the 15 th of July, August, September, October, and No vember of said year. The exact payment [is] to be adjusted for inflation annuall y in order to maintain a level standa rd of income to [LeRoy and Donnabelle] based on 1994 dollars. (Emphasis added). By its clear language, the annual inflation adjustment is only to be applied to the regular payments and not the to tal purchase price. The clear intent of the annual inflation adjustment is to provide a continued income stream to LeRoy and Donnabelle until their death, which it is undisputed they rece ived from Todd.9 III. There are no genuine issues of material fact as to the price and property terms. Finally, appellant argues that “the dis pute that existed at [Donnabelle’s] death regarding the 1) price and 2) property terms present[ed] an additional question of fact.” We disagree. Although the r ecord indicates that the partie s disputed the price and the property terms, the dispute centers around th e interpretation of an unambiguous contract, which is a question of law. See Caldas , 820 N.W.2d at 832. Therefore, these are not genuine issues of material fact. In sum, the district court properly gran ted partial summary ju dgment in favor of Todd. Affirmed.