                            This opinion will be unpublished and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
                                       A14-1655

                     In re the Estate of: Barbara Jean LaPoint, Deceased.

                                      Filed July 6, 2015
                                          Affirmed
                                       Hudson, Judge

                               Otter Tail County District Court
                                   File No. 56-PR-13-1016

Steven R. Peloquin, Peloquin Law Office, P.A., Perham, Minnesota (for appellants Kevin
LaPoint and Monica LaPoint)

Graham Butler, Graham Butler Legal Services, P.A., Roseville, Minnesota (for
respondent Darrin LaPoint)

         Considered and decided by Hudson, Presiding Judge; Kirk, Judge; and Smith,

Judge.

                           UNPUBLISHED OPINION

HUDSON, Judge

         In this probate appeal, appellants challenge the district court’s order denying their

claim against an estate for satisfaction of a promissory note signed only by the decedent

in connection with a mortgage on appellants’ home. They argue that they were third-

party beneficiaries of the note and therefore entitled to enforce the note against the estate;

that any agreement that they pay the mortgage following the decedent’s death was not
enforceable based on the credit-agreement statute of frauds; and that they should be

indemnified for their payment of the mortgage after her death. We affirm.

                                             FACTS

         In May 1985, decedent Barbara LaPoint executed a will, leaving her estate in three

equal shares to her three sons, Darrin, Kevin, and Kurtis.1 In December 2005, Barbara,

Kevin, and Kevin’s wife, Monica, as listed mortgagors, executed a $52,000 mortgage to

refinance Kevin and Monica’s home in Lake Park. At the same time, by warranty deed,

Barbara received one-half interest in the property; Kevin and Monica received one-half

interest as joint tenants.       Barbara alone, however, signed the note relating to the

mortgage.

         By agreement, during Barbara’s life, Kevin paid the mortgage on the property.

But after Barbara died in 2012, appellants Kevin and Monica petitioned the district court

for a claim against her estate to pay the $46,096 balance remaining on the mortgage, as

well as to reimburse them for $11,773 they paid on the note after Barbara’s death. They

maintained that Barbara, the only named borrower on the note, intended that the balance

of the note be paid from her estate on her death. They argued that the mortgage did not

personally obligate them to pay the secured sum, that the purpose of the warranty deed

was to give the lender security in the home refinanced by the note, and that the lender had

required Barbara to become an owner of the property for refinancing purposes. They

alleged that Barbara had informed them that she wished to treat all of her sons equally

and that paying the balance of the note from her estate would equalize this contribution,

1
    For clarity, the parties are referenced by their first names.

                                                 2
particularly because she had paid for basement remodeling at Kurtis’s home, where she

lived for several years before her death.

       The estate, by respondent Darrin as personal representative, argued in response

that Barbara had expected repayment of loans that she made to all three sons and that

appellants had produced no evidence to prove that she intended the mortgage payments to

be a gift to them. They also argued that appellants’ and Barbara’s subsequent conduct

supported the existence of an equitable mortgage in favor of Barbara’s estate.

       Without objection, the district court notified the parties that it would be

considering the matter on written submissions.          After reviewing memoranda and

affidavits, the district court issued its order denying appellants’ claim. The district court

concluded that, because the joint debt of Barbara and appellants benefitted property

belonging to appellants, they had no right to contribution from Barbara’s estate unless

they could establish, by another independent basis, that the balance on the note was part

of Barbara’s fair share of that obligation. Acting as fact-finder, the district court found

that appellants had failed to sustain their burden to show that Barbara made a definite

promise to them for purposes of establishing promissory estoppel or an equitable claim

for contribution.     The district court declined to reach respondent’s argument on an

equitable mortgage.

       Appellants requested reconsideration, arguing that the district court had

mischaracterized their petition as seeking contribution, rather than indemnity.          The

district court denied reconsideration, concluding that, whether the claim was




                                             3
characterized as one for contribution, indemnity, or equitable subrogation, based on the

facts previously found, it would reach the same result. This appeal follows.

                                     DECISION

       A district court exercises its discretion when considering claims made against a

decedent’s estate. In re Estate of Hoppke, 388 N.W.2d 754, 756 (Minn. App. 1986).

This court will not overturn the district court’s findings on claims against an estate

unless, on a review of the entire record, we are “left with a definite and firm conviction

that a mistake has been made.” In re Estate of Beecham, 378 N.W.2d 800, 802 (Minn.

1985). “If there is reasonable evidence to support the district court’s findings, we will

not disturb them.” Rogers v. Moore, 603 N.W.2d 650, 656 (Minn. 1999). When a

district court’s decision is based on equitable considerations, we review that decision for

an abuse of discretion. Krmpotich v. City of Duluth, 483 N.W.2d 55, 57 (Minn. 1992).

       Appellants argue for the first time on appeal that they were entitled to have the

debt underlying the mortgage paid by Barbara’s estate because they were intended third-

party beneficiaries on the note between Barbara and the lender bank. See Caldas v.

Affordable Granite & Stone, Inc., 820 N.W.2d 826, 833 (Minn. 2012) (providing that it is

appropriate to recognize a party’s rights as a third-party beneficiary if that party was an

intended beneficiary of another’s contract under the duty-owed or intent-to-benefit test).

They argue that, based on the language of the note and mortgage, the district court should

have determined as a matter of law that they had third-party-beneficiary rights.

       Generally, this court does not review issues not raised before and considered by

the district court. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988). “[O]n rare


                                             4
occasions,” we will exercise discretion to allow a party to proceed on a theory not raised

before the district court.   Roth v. Weir, 690 N.W.2d 410, 413 (Minn. App. 2005)

(quotation omitted); see also Minn. R. Civ. App. P. 103.04 (stating that appellate courts

“may” review “any” matter “as the interest of justice may require”). Appellants assert

that their argument falls within a “well-established” exception to the general rule, which

applies when “the question raised for the first time on appeal is plainly decisive of the

entire controversy on its merits and where, as in [cases] involving undisputed facts, there

is no possible advantage or disadvantage to either party in not having had a prior ruling

by the [district] court on the question.” Roth, 690 N.W.2d at 413 (quoting Watson v.

United Servs. Auto Ass’n., 566 N.W.2d 683, 687–88 (Minn. 1997)). This court is more

likely to exercise its discretion to review the issue if it is “a novel issue of first

impression,” it “was raised prominently in briefing,” it was “implicit in or closely akin to

the arguments below,” and “the issue is not dependent on any new or controverted facts.”

Watson, 566 N.W.2d at 688 (quotations omitted).

       We conclude that appellants’ third-party beneficiary argument does not meet the

requirements for the exception under Watson. It does not present a novel issue for this

court’s review. See id. And we reject appellants’ contention that the issue could have

been determined as a matter of law without reference to disputed facts. The district court

first examined the note, warranty deed, and mortgage to discern Barbara’s intent relating

to the refinancing transaction.2 Cf. In re Estate and Trust of Anderson, 654 N.W.2d 682,


2
  When attempting to ascertain Barbara’s intent, the district court did not consider the
language in her will directing that her executor “pay all [her] legal debts.” The

                                             5
687 (Minn. App. 2002) (construing documents together as part of an estate plan), review

denied (Minn. Feb. 26, 2003). Because these documents are inconsistent with each other,

they are ambiguous, and the district court properly admitted extrinsic evidence to assist in

reviewing appellants’ claim against the estate. See In re Estate of Arend, 373 N.W.2d

338, 342 (Minn. App. 1985) (stating that a document is ambiguous if it suggests more

than one reasonable interpretation); In re Estate of Rock, 612 N.W.2d 891, 894 (Minn.

App. 2000) (“If a writing is ambiguous, . . . extrinsic evidence may be admitted to resolve

the ambiguity.”).   In doing so, the district court considered the parties’ numerous

affidavits reciting different versions of events, which supported opposing inferences as to

Barbara’s intent. Therefore, resolution of the matter was dependent on controverted

facts, Watson, 566 N.W.2d at 688, and this is not the “rare occasion[]” on which we will

address an issue not presented to the district court. Roth, 690 N.W.2d at 413.

       Similarly, we decline to consider appellants’ additional argument, also raised for

the first time on appeal, that any agreement for them to pay the mortgage following

Barbara’s death was unenforceable because it did not meet the requirements of the credit

agreement statute of frauds. See Minn. Stat. § 513.33, subd. 2 (2014) (precluding an

action on a credit agreement unless that agreement is in writing, sets forth relevant terms

and conditions, and is signed by both parties).         Although that issue was raised

Minnesota Supreme Court has held that when used in a will or trust document, the phrase
“pay . . . my legal debts” has a “well-understood technical meaning” and “does not
authorize a testator’s personal representative or executor to pay the testator’s secured
obligations.” In re Pamela Andreas Stisser Grantor Trust, 818 N.W.2d 495, 503 (Minn.
2012). We also note that the district court did not consider the issue of Barbara’s estate
acquiring an interest in the subject property by warranty deed at the time of refinancing.
We therefore do not address or comment on this issue. See Thiele, 425 N.W.2d at 582.

                                             6
prominently in briefing before this court and does not depend on disputed facts, it does

not present an issue of first impression, is not “plainly decisive of the entire controversy

on its merits,” and was not “implicit in” or “closely akin” to arguments raised before the

district court. Watson, 566 N.W.2d at 688 (quotations omitted).

       Appellants argue that a remand is necessary for the district court to consider these

issues and, if necessary, to conduct an evidentiary hearing to elicit testimony on

Barbara’s intent. But appellants have failed to cite any authority for the proposition that

the district court must hold an evidentiary hearing on a claim against a decedent’s estate.

See Minn. Stat. § 524.3-804 (2014) (stating requirements for presentation of claims

against a decedent’s estate); Minn. Stat. § 524.3-806 (2014) (stating procedure for

allowance or disallowance of claim). Appellants neither requested such a hearing nor

objected to the district court’s procedure of submitting written arguments with supporting

affidavits. The district court was not required sua sponte to order an evidentiary hearing.

       When documents are ambiguous and the district court relies on extrinsic evidence,

we defer to the district court’s findings of fact unless they are clearly erroneous. In re

Trust of Hill, 499 N.W.2d 475, 482 (Minn. App. 1993), review denied (Minn. July 15,

1993) (citing Minn. R. Civ. P. 52.01). Here, the district court made extensive findings,

including that respondent was more credible than appellants. We decline to disturb the

district court’s assessment of credibility. In re Estate of Opsahl, 448 N.W.2d 96, 102

(Minn. App. 1989). In rejecting appellants’ claim, the district court found that it was not

clear that Barbara would have understood the loan documents to have the effect of

causing her estate to pay off the mortgage balance on her death and that it is more likely


                                             7
that she understood that appellants would continue to make payments on the note to

safeguard their equity in their property. In support of its determination, the district court

found that the record showed that Barbara did not question the effect of the note, nor did

she take other measures such as altering her will, documenting the existence of a gift in

writing, or informing all of her children of such an intent. The district court’s findings of

fact are supported by the record and are not clearly erroneous, and we conclude that the

district court did not abuse its discretion by rejecting appellants’ claims against Barbara’s

estate.

                                             II

      Appellants argue that they are entitled to indemnity from Barbara’s estate for the

payments that they made on the note after her death. The district court’s initial order

denied their claim of contribution, but did not address indemnity.              In denying

reconsideration, however, the district court concluded that neither theory would afford

appellants relief.

          “Contribution is an equitable remedy that allows one who has discharged more

than his fair share of a common liability or burden to recover from another who is also

liable the proportionate share which the other should pay or bear.” In re Individual 35W

Bridge Litig., 806 N.W.2d 811, 815 (Minn. 2011) (quotation omitted). Indemnity does

not require common liability, but secures a right to reimbursement when one party has

discharged the whole of a debt or burden that another party has a duty or liability to pay.

Hendrickson v. Minn. Power & Light Co., 258 Minn. 368, 371, 104 N.W.2d 843, 847

(1960), overruled in part on other grounds by Tolbert v. Gerber Indus. Inc., 255 N.W.2d


                                             8
362 (Minn. 1977). Indemnity can arise from a contractual obligation or may be awarded

in equity when a party’s obligation to indemnify arises from equitable principles. United

Prairie Bank v. Haugen Nutrition & Equip., LLC, 813 N.W.2d 49, 56 n.2 (Minn. 2012).

We afford a deferential standard of review to a district court’s balancing of the equities,

but review de novo the district court’s legal conclusion on whether a claim for equity or

contribution fails as a matter of law. Brown v. Lee, 859 N.W.2d 836, 839–40 (Minn.

App. 2015).

      The district court concluded that neither the doctrine of contribution nor indemnity

allowed appellants to recover their payments made on the mortgage from Barbara’s estate

because the mortgage obligation benefitted only their own property.            We agree.

Appellants presented no contract requiring Barbara or her estate to indemnify them for

paying the mortgage. And we have held, on equitable principles, that even though a

husband and wife co-signed promissory notes benefitting the husband’s business, his

estate was liable after his death on all of the notes because they benefitted only his

separate property. See In re Estate of Sjerven, 370 N.W.2d 66, 69 (Minn. App. 1985) (“It

would not be equitable, looking to the underlying facts, to require [the decedent’s] estate

to share in the legal liability, which benefited only [the survivor’s] property”), review

denied (Minn. Sept. 13, 1985). Appellants argue that, unlike in Sjerven, only Barbara

signed the promissory note. But that distinction does not negate the district court’s

application of equity, and the district court did not abuse its discretion by ruling that

Barbara’s estate had no equitable obligation to indemnify appellants for mortgage

payments made on their own property. See id.


                                            9
      Because we affirm the district court’s denial of appellants’ claim against Barbara’s

estate, we need not consider respondent’s additional argument that the transaction

between appellants and Barbara amounted to an equitable mortgage, which should be

satisfied by appellants’ immediate payment of the full remaining mortgage obligation to

the estate. See Thiele, 425 N.W.2d at 582.

      Affirmed.




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