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To: William A. Erhart <br />From: John M. Huberty <br />Subject: Contract between Landform and City of Ramsey <br />Date: January 1, 2013 <br />I. Introduction. <br />This memorandum discusses three main issues: (1) Did the parties contract around the <br />requirement of a realtor's license in Chapter 82 of the Minnesota Statutes through a <br />provision in the Landform contract stating that no one from Landform, or its consultants, <br />are real estate brokers or salespersons as defined by § 82.55, subd. 19(a)? (2) In the event <br />issues number 1 is answered in the negative, and Ramsey terminates the contract under <br />Section X thereof, are there any estoppel or other equitable legal rules that Landform <br />could rely on in seeking relief? (3) Are the conclusions reached in the memorandum <br />previously provided on issue number 1 correct? In evaluating these issues, this <br />memorandum will not reexamine in any detail the legal research presented in the <br />previous memorandum so long as the conclusions presented are well- founded and <br />supported by existing case law. <br />II. Facts. <br />MEMORANDUM <br />The facts are as stated in the previous memorandum. In addition, specific terms of the <br />contract in the March 22, 2010 letter that are relevant to the analysis presented herein <br />include the following: <br />Under Article II.: <br />"Initiate introductory meetings of the new Project with potential key users and <br />development partners. Advance and negotiate various team accepted disposition <br />strategies." <br />Under Article III.B.1.: <br />64 <br />... meeting with... perspective [sic] users...." <br />Under Article III.D.2 and 3: <br />"Project Marketing Strategy- Develop an overall marketing strategy, and <br />appropriate sub - strategies, necessary to bring the Project to several markets. This <br />will include the coordination of third party consultants to develop marketing <br />collateral (print, electronic, etc.) necessary to present the Project to potential <br />purchasers in the community, at trade shows, and /or industry events." <br />"Marketing Package Preparation - Prepare and maintain comprehensive Project site <br />marketing packages... for owner's use in disposition strategy." <br />Page 1 of 1 <br />