In Minnesota, “[t]he general rule is that contracts having no fixed term are terminable at will by either party.” Polk v. Mut. Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn.Ct.App.1984). There is no evidence that the exception to the rule—unilateral termination is unlawful when the contract provides for continued performance “as long as” one party performs satisfactorily—would apply. Minn. Deli Provisions, Inc. v. Boar's Head Provisions Co., Inc., 606 F.3d 544, 549 (8th Cir.2010) (interpreting Minnesota law).

In both Minnesota and Massachusetts, contracts having no fixed term generally are terminable at will by either party.See W.K.T. Distrib. Co. v. Sharp Elec. Corp., 746 F.2d 1333, 1335 (8th Cir. 1984) (Minnesota law); Polk v. Mutual Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn.Ct.App. 1984) (Minnesota law); Fall River Hous. Joint Tenants Council, Inc. v. Fall River Hous. Auth., 15 Mass. App. Ct. 992, 448 N.E.2d 70, 73 (1983) (Massachusetts law); cf. Jackson v. Action for Boston Community Dev., Inc., 403 Mass. 8, 525 N.E.2d 411, 412 (1988) (case involving Massachusetts employment law). Based on its determination that the oral contract contained no good cause termination clause, the court determines that New Balance properly terminated the parties' contract.

The definition is unambiguous. See Polk v. Mut. Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn. App. 1984) (a court will not read ambiguity into an unambiguous document in order to alter or vary its terms). The Deans also argue that the district court erred when it construed the bylaws' definition of "common expenses" in a manner that conflicts with the declaration's definition of "common expenses."

But a court will not read an ambiguity into an unambiguous document in order to alter or vary its terms. Polk v. Mut. Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn. App. 1984). Instead, the contract will be enforced even if the result is harsh.

This is consistent with prior interpretations of similar contracts as unambiguous and as allowing either party to terminate at will. See, e.g., Polk v. Mutual Serv. Life Ins. Co., 344 N.W.2d 427, 429-30 (Minn.App. 1984) (where employment contract provides both for termination at will by either party and for termination for cause by employer, employer may terminate employee under at-will provision); Martin v. Equitable Life Assurance Soc'y, 553 F.2d 573, 575 (8th Cir. 1977) (contract providing that party may terminate either at will or for cause unambiguously reflects an intent to reserve the right to terminate at will). Thus, the district court did not err in its interpretation of the parties' distributorship agreement.

The burden of proof is on the moving party. Polk v. Mutual Service Life Insurance Co., 344 N.W.2d 427, 429 (Minn.Ct.App. 1984). The evidence will be reviewed in the light most favorable to the nonmoving party and doubts and inferences will be resolved against the movant.

A contract is ambiguous when it is reasonably and fairly susceptible of more than one construction. Collins Truck Lines v. Metro Waste Control, 274 N.W.2d 123, 126 (Minn. 1979); Polk v. Mutual Service Life Ins. Co., 344 N.W.2d 427 (Minn.Ct.App. 1984). When a contract bears more than one reasonable interpretation, the ambiguity should be resolved against the party who drew the contract.