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AgCountry Farm Credit Servicers v. Oelke8/16/2005
disputed that FCS has not sold the property.]
4. . . . one of the terms or conditions of this Agreement are intended to release such other guarantees or impair enforceability of the same and it is the intent of the parties hereto that all other individuals guaranteeing the Indebtedness shall remain fully liable on their guarantees.
The relevant passage of the quitclaim deed states that:
This deed is executed and delivered to herein in lieu of foreclosure against of the mortgages described above and acknowledges that such Deed is executed for valuable consideration, which consideration consists of, among other things, forbearance of legal action. further acknowledges that the present market value of the property does not exceed the present amount of the debt secured by the mortgages.
The Oelkes argue that the quitclaim deed should be read without reference to the forbearance agreement. But the quitclaim deed arose out of the forbearance agreement: the two documents are clearly one transaction necessitated by RRD's failure to make the payments on its loans from FCS. The forbearance agreement, by stating that the guarantors were to "remain fully liable on their guarantees" regardless of the quitclaim deed, prevents the issue of whether FCS has been repaid the amount lent to RRD and guaranteed by the Oelkes from being a genuine issue of fact material to the Oelkes' liability on their guaranty.
b. Accord and Satisfaction
The Oelkes argue, in the alternative, that genuine issues of material fact exist as to whether the quitclaim deed operated to eliminate their liability by the doctrine of accord and satisfaction. That doctrine requires (1) that the party asserting accord and satisfaction give the claimant an instrument in full satisfaction of the claim; (2) the instrument itself provides that it is tendered as full satisfaction of the claim, or an accompanying writing provides this; (3) the amount of the claim is unliquidated and subject to a bona fide dispute; and (4) the claimant obtains full payment of the instrument. Nelson v. Am. Family Ins. Group, 651 N.W.2d 499, 512 (Minn. 2002). All four elements must be met. Id. at 512-13. The first three elements are not satisfied here. First, the Oelkes are the party asserting the doctrine, and they have given no instrument to FCS. Second, the quitclaim deed says nothing to indicate that it is tendered in full satisfaction of FCS's claim, and the forbearance agreement explicitly states that, even if FCS acquires the property, the acquisition "shall not satisfy the Indebtedness other than with respect to the proceeds realized by upon sale of the Mortgaged Property, which proceeds will be applied to the Indebtedness." Third, the amount due to FCS was liquidated and undisputed. There is no genuine issue of material fact as to whether the quitclaim deed given by RRD to FCS was an accord and satisfaction of the Oelkes' guarantee of RRD's debt to FCS.
c. Fraudulent Conveyance
The Oelkes argue that genuine issues of material fact exist as to their claimed defense of fraudulent conveyance, brought under Minn. Stat. ยง 513.44 (2004). In relevant part, this statute provides:
(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation: (1) with actual intent to hinder, delay, or defraud any creditor of the debtor[.]
The Oelkes allege that RRD fraudulently conveyed its assets to FCS by delivering the quitclaim deed. But for purposes of this statute, an asset
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