Finally, the forfeiture of a right of action through the operation of a condition ..., as in this case, will be enforced only where the right to such forfeiture is plain. 386 N.W.2d 822, 824 (Minn.App. 1986) (citations omitted). In Hideaway , this court reversed a district court ruling that a property buyer could retain a business worth $13,000, despite paying the seller only $500, after the seller trespassed on the property.
"The granting of an injunction generally rests within the sound discretion of the [district] court, and its action will not be disturbed on appeal unless, based upon the whole record, it appears that there has been an abuse of such discretion." Cherne Indus., Inc. v. Grounds & Assocs., Inc., 278 N.W.2d 81, 91 (Minn. 1979); see also Hideaway, Inc. v. Gambit Invs. Inc., 386 N.W.2d 822, 824 (Minn. App. 1986) (stating that "it is well established that the [district] court has discretion to grant or deny an injunction"). "The party seeking the injunction must establish that his legal remedy is not adequate, and that the injunction is necessary to prevent great and irreparable injury."
Moreover, "contracts should be construed to avoid a forfeiture." Hideaway, Inc. v. Gambit Invs., Inc., 386 N.W.2d 822, 824 (Minn.App. 1986) (citation omitted); see also Trollen v. City of Wabasha, 287 N.W.2d 645, 648 (Minn. 1979) (holding equity relieved the lessee from strict compliance with a lease provision requiring notice of renewal be given six months prior to expiration of the rental period); Kostakes v.Daly, 246 Minn. 312, 318, 75 N.W.2d 191, 195 (1956) (reversing judgment in favor of plaintiff in an unlawful detainer action when plaintiff "stood idly by while [defendant] invested a large sum of money in the property").
A jury could resolve this dispute either way without resorting to a tiebreaker, so Auge is not entitled to summary judgment.See id. (explaining that a jury instruction must direct the jury to attempt to "determine the parties’ intent" before construing ambiguous terms against the drafter). Nor does Auge's citation to Hideaway, Inc. v. Gambit Invs. Inc. get him very far. 386 N.W.2d 822, 824 (Minn. App. 1986). To be sure, Hideaway recognized that conditions requiring forfeiture should be stated unambiguously, because they are disfavored under Minnesota law.
NSP did not obtain ownership of any property as a result of termination. NSP therefore did not receive something for little or nothing. Cf. Hideaway, Inc. v. Gambit Invs. Inc., 386 N.W.2d 822, 824 (Minn.Ct.App.1986) (disproportionate-forfeiture doctrine applied where contract allowed non-breaching party to retain a business worth $13,000 after paying only $500). Notably, both enXco and NSP are sophisticated parties who have developed similar projects in the past.
"[T]he burden is on the moving party to establish the material allegations." Hideaway, Inc. v. Gambit Invs. Inc., 386 N.W.2d 822, 824 (Minn.Ct.App. 1986). Denying Hinz's motion for a permanent injunction, the district court stated: "The only injury Hinz has identified in this action is lost profits, which are obviously compensable with money damages.
"It is well established that forfeitures are not favored and will not be enforced when great injustice would be done and when the one seeking the forfeiture is adequately protected without the forfeiture." Hideaway, Inc. v. Gambit Investments Inc., 386 N.W.2d 822, 824 (Minn. Ct. App. 1986). Forfeiture may be "fair and just" where enforcing agreements reached when "able counsel represented sophisticated parties."
enXco further argues that its failure to obtain and transfer the CSC by the Long-Stop Date should be excused because enforcement of that requirement -and allowing NSP to terminate - will cause disproportionate hardship to enXco. Hideaway, Inc. v. Gambit Invs., Inc., 386 N.W.2d 822, 824 (Minn. Ct. App. 1986). See also Trollen v. City of Wabasha, 287 N.W.2d 645, 648 (Minn.
"[T]he burden is on the moving party to establish the material allegations."Hideaway, Inc. v. Gambit Invs. Inc., 386 N.W.2d 822, 824 (Minn. Ct. App. 1986).Hinz v. Neuroscience, Inc., 538 F.3d 979, 986 (8th Cir. 2008) (alterations in original).
And "[a]n injunction will not be granted to prevent a mere assumption of a possible result; rather, some irremediable damage must be shown." Hideaway, Inc. v. Gambit Invs. Inc., 386 N.W.2d 822, 824 (Minn.App. 1986) (citation omitted).