2005-09-16 Answer to Defendant's Counterclaim
Michael C. Couri*
Andrew J. MacArthur
Robert T. Ruppe**
COURI, MACARTHUR &
RUPPE, P.L.L.P.
Attorneys at Law
705 Central Avenue East
PO Box 369
St. Michael, MN 55376-0369
(763) 497-1930
(763) 497-2599 (FAX)
courimacarthur@earthlink.net
. Also licensed in illinois
"Also licensed in California
September 16, 2005
Wright County Court Administrator
Wright County Government Center
10 N.W. 2nd Street
Buffalo, MN 55313
Re: City of Albertville vs. Edina Development Corporation
Court File No. C9-05-2481
Dear Court Administrator:
David R. Wendorf
Kristen H. Carr
Alison K. Marwitz
Enclosed for filing please find the City of Albertville's Answer to Defendant's
Counterclaim. Please file this document at your earliest convenience. If you have any
questions, please do not hesitate to call. Thank you.
Sincerely,
JJdjc ~
Michael C. Couri
Couri, MacArthur & Ruppe, P.L.L.P.
MCC/khb
Enclosure
cc: Kyle Hegna
City of Albertville
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· Also licensed in fllinois
COURl, MACARTHUR &
RUPPE, P.L.L.P.
Attorneys at Law
705 Central Avenue East
PO Box 369
St. Michael, MN 55376-0369
(763) 497-1930
(763) 497-2599 (FAX)
courimacarthur@earthlink.net
David R. Wendorf
Kristen H. Carr
Alison K. Manvitz
Michael C. Couri-
Andrew J. MacArthur
Robert T. Ruppe--
"Also licensed in California
September 16, 2005
VIA FACSIMILE AND U.S. MAIL
Mr. Kyle Hegna
Wilkerson & Hegna, P .L.L.P.
One Corporate Center III, Suite 300
7300 Metro Boulevard
Edina, MN 55439-2302
Re: City of Albertville v. Edina Development Corporation.
Dear Mr. Hegna:
Please find enclosed and served upon you the City of Albertville's Answer to
Edina Development Corporation's Counterclaim. I will be in touch with you next week
regarding a possible stipulation on scheduling issues. Thank you.
~(~
Michael C. Coun
Couri, MacArthur & Ruppe, P.L.L.P.
Enclosure
Cc: Larry Kruse
STATE OF MINNESOTA
COUNTY OF WRIGHT
DISTRICT COURT
TENTH JUDICIAL DISTRICT
Other Civil- Breach of Contract
City of Albertville, Minnesota,
Court File No. C9-05-2481
Plaintiff
vs.
CITY OF ALBERTVILLE'S
ANSWER TO DEFENDANT'S
COUNTERCLAIM
Edina Development Corporation
Defendant.
ANSWERS TO ALLEGATIONS
Plaintiff City of Albertville ("Plaintiff'), for its Answer to Defendant Edina Development
Corporation's Counterclaim states and alleges as follows (all paragraph references are to
paragraph numbers in Defendant's Counterclaim unless otherwise indicated):
1. Except as specifically admitted or qualified herein, Plaintiff denies each and every
allegation of Defendant's Counterclaim.
2. Plaintiff admits the allegations of paragraph 1.
3. Plaintiff admits the allegations of paragraph 2.
4. Plaintiff admits the allegations of paragraph 3.
5. Plaintiff denies that Defendant's claim is in any way based on the development
contracts between the Plaintiff and Defendant. Plaintiff admits the remaining
allegations of paragraph 4.
6. Plaintiff admits the allegations of paragraph 5.
7. Plaintiff admits the allegations of paragraph 6.
1
8. Plaintiff admits the allegations of paragraph 7.
9. Plaintiff admits that Defendant requested time sheets and work records from
Plaintiff. Plaintiff denies the remaining allegations of paragraph 8.
10. Plaintiff denies that it provided Defendant with sparse and incomplete time sheets,
and further states that Plaintiff provided Defendant with time sheets and other
work records which reasonably evidence the work performed which has given rise
to Plaintiff s claim against Defendant. Plaintiff admits that some of the time
sheets provided to Defendant evidenced work performed by the Plaintiff s
contractor in the year 2000 for which Defendant has failed to reimburse the
Plaintiff as required by the development contracts. Plaintiff denies the remaining
allegations of paragraph 9.
11. Plaintiff has no basis upon which to admit or deny the allegations of paragraph
10.
12. Plaintiff restates and realleges it answers in paragraphs 1-10.
13. Plaintiff denies that seven written contracts entitled "City of Albertville
Conditional UseIPlanned Unit Development Agreement Albert Villa's
("Development Agreements") were entered into and further states that only five
such Development Agreements were entered into between Plaintiff and
Defendant. Plaintiff admits the remaining allegations of paragraph 12.
14. Plaintiff admits the allegations of paragraph 13.
15. Plaintiff admits that Section 8 of the Development Agreements grants Developer
the right to request time sheets or work records to verify said billing prior to
payment by Defendant. Plaintiff denies the remaining allegations of paragraph 14.
2
16. Plaintiff admits the allegations of paragraph 15 and further states that Plaintiff
provided Defendant with time sheets and other work records which reasonably
evidence the work performed which has given rise to Plaintiff s claim against
Defendant.
17. Plaintiff denies that it has provided inadequate time sheets or records to justify the
billing, denies that it provided sparse and incomplete time sheets and/or work
records and denies that these were not adequate to substantiate the bill. Plaintiff
admits that it provided time sheets and work records in response to Defendant's
request and further states that Plaintiff provided Defendant with time sheets and
other work records which reasonably evidence the work performed which has
given rise to Plaintiff s claim against Defendant. Plaintiff denies the remaining
allegations of paragraph 16.
18. Plaintiff denies the allegations of paragraph 17.
19. Plaintiff denies the allegations of paragraph 18.
20. Plaintiff restates and realleges it answers to paragraphs 1-18 of Defendant's
Counterclaim.
21. Plaintiff denies that seven written contracts entitled "City of Albertville
Conditional Use/Planned Unit Development Agreement Albert Villa's
("Development Agreements") were entered into and further states that only five
such Development Agreements were entered into between Plaintiff and
Defendant. Plaintiff admits the remaining allegations of paragraph 20.
22. Plaintiff admits the allegations of paragraph 21.
3
23. Plaintiff admits that Section 8 of the Development Agreements grants Developer
the right to request time sheets or work records to verify said billing prior to
payment by Defendant. Plaintiff denies the remaining allegations of paragraph 22.
24. Plaintiff admits that Defendant received a bill from Plaintiff in the amount of
$378,935.77 and admits that Defendant exercised its right to verify the billing under
the Development Agreement prior to payment of the bill, but Plaintiff denies that
Plaintiffhas failed to comply with this request. Plaintiff further states that Plaintiff
provided Defendant with time sheets and other work records which reasonably
evidence the work performed which has given rise to Plaintiff s claim against
Defendant. Plaintiff denies the remaining allegations of paragraph 23.
25. Plaintiff denies the allegations of paragraph 24.
26. Plaintiff denies the allegations of paragraph 25.
AFFIRMATIVE DEFENSES
27. Defendant's claims against Plaintiff fail, in whole or in part, to state a claim upon
which relief may be granted.
28. Plaintiff alleges affirmatively that Defendant's alleged damages, if any, are the
result of conduct, actions, inactions or omissions of persons, parties or entities
over whom this Plaintiff has no control or right of control and for whom this
Plaintiff is not liable.
29. Plaintiff alleges that Defendant's counterclaims are barred and/or subject to offset
by Defendant's breach of the Developer's Agreements.
30. Plaintiff affirmatively alleges that Defendant's counterclaims are barred by
estoppel.
4
31. Plaintiff affirmatively alleges that Defendant's counterclaims are barred by
laches.
32. Plaintiff expressly reserves the right to assert additional affirmative defenses as
may arise or be discovered in the course of discovery or otherwise.
WHEREFORE, this answering Plaintiffprays that the Defendant take nothing by its
Counterclaim, that the same be dismissed with prejudice, and that this answering plaintiff
recover costs and disbursements.
Dated: September 16, 2005
&tIc~
Michael C. Couri, Attorney No. 214887
Couri, Macarthur & Ruppe, P .L.L.P.
P.O. Box 369
St. Michael, MN 55376
(763) 497-1930
5
ACKNOWLEDGEMENT
The undersigned hereby acknowledges that costs, disbursements, and reasonable
attorney and witness fees may be awarded should this pleading be found in violation of
Minnesota Statutes Section 549.21, subdivision 2.
Date: September 16, 2005
~LI (h,
Michael C. Couri, Attorney No. 214887
6
. ,
WILKERSON & HEGNA, P.L.L.P.
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
ATTORNEYS AT LAW
ONE CORPORATE CENTER III, SUITE 300
7300 METRO BOULEY ARD
EDINA, MN 55439-2302
TELEPHONE 952-897-1707
FAX 952-897-3534
EMAlL: CARNDT@WILKERSONHEGNA.COM
GARY C. Wll..KERSON, P.A.
KYLE J. HEGNA, P.A.
JEFFREY W. JACOBS
CHARLES W. ARNDT
KRJSTIN R. SANKOVITZ
VIA U.S. MAIL
Michael C. Couri
Couri, MacArthur & Ruppe, P .L.L.P.
705 Central Avenue East
P.O. Box 369
St. Michael, MN 55376-0369
OUR FILE NO. 24103
August 17,2005
RE: City of Albertville and Edina Development Corporation
Dear Mr. Couri:
AVG 182005
PARALEGALS:
JOANN K. BERG
JILL M. LINDSEY
JOAN N. YOUNG
Enclosed please fmd Defendant's Answer and Counterclaim, which is hereby served upon you
by mail.
CWNamr
Enclosure
Very truly yours,
WILKERSON & HEGNA, P .L.L.P.
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Cl18rleS W. Arndt
M:\DOCS\CW A\24103 Edina Devleopment - Albertville Fees\Letter to Opposing Counsel.doc
STATE OF MINNESOTA
DISTRICT COURT
COUNTY OF WRIGHT
TENTH JUDICIAL DISTRICT
CASETYFE: CONTRACT
Court File No.
City of Albertville, Minnesota,
Plaintiff,
vs.
DEFENDANT'S ANSWER &
COUNTERCLAIM
Edina Development Corporation,
Defendant.
Defendant Edina Development Corporation ("Defendant"), for its Answer to Plaintiff s
Complaint states and alleges as follows:
GENERAL DENIAL
Except as specifically admitted or qualified herein, Defendant denies each and every
allegation of Plaintiffs Complaint.
ANSWERS TO INDIVIDUAL ALLEGATIONS
1. Defendant admits that Plaintiff is a municipal corporation located in Wright County,
Minnesota.
2. Defendant admits that it is a corporation organized and existing under the laws of the
State of Minnesota. Defendant admits that its principal offices are located at 700 Industry Avenue,
in the City of Anoka, County of Anoka, State of Minnesota.
3. Defendant admits that it entered into written development contracts for the
development of certain parcels of land located in the City of Albertville. Defendant denies the
remaining allegations of paragraph 3 of Plaintiff's Complaint.
4. Upon information and belief, Defendant admits the allegations of paragraph 4 of
Plaintiff's Complaint.
5. Upon information and belief, Defendant admits the allegations contained within
paragraph 5 of Plaintiff's Complaint.
6. Upon information and belief, Defendant denies the allegations contained within
paragraph 6 of Plaintiffs Complaint.
7. Upon information and belief, Defendant admits the allegations contained within
paragraph 7 of Plaintiffs Complaint.
8. Defendant denies the allegations contained within paragraph 8 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
9. Defendant denies the allegations contained within paragraph 9 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
10. No response is required with respect to paragraph 10 ofPlaintifrs Complaint.
11. Defendant admits the allegations contained within paragraph 11 of Plaintiffs
Complaint.
12. With respect to paragraph 12 of Plaintiffs Complaint, Defendant denies any
characterization of the development contract as said document speaks for itself.
13. Defendant specifically denies the allegations contained within paragraph 13 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
14. With respect to paragraph 14 of Plaintiffs Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
15. With respect to paragraph 15 of Plaintiffs Complaint, Defendant denies any
characterization of the June 29, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement. Defendant
alleges affrrmatively that Plaintiff has breached said agreement.
16. Defendant specifically denies the allegations contained within paragraph 16 of
Plaintiff s Complaint and affrrmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
17. Defendant specifically denies the allegations contained within paragraph 17 of
Plaintiffs Complaint and affrrmatively alleges that Edina Development Corporation has reached a
2
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on Jillle 20, 2005.
18. With respect to paragraph 18 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
19. Defendant admits that it requested timesheets and invoices pursuant to Section 8 of
the development agreement. Defendant specifically denies the allegation contained in paragraph 19
of Plaintiff's Complaint that Plaintiff provided Defendant with reasonable documentation to justify
the billings.
20. Defendant denies the allegations contained within paragraph 20 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
21. Defendant denies the allegations contained within paragraph 21 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
22. Defendant denies the allegations contained within paragraph 22 of Plaintiffs
Complaint.
23. No response is required with respect to paragraph 23 of Plaintiffs Complaint.
24. Upon information and belief, Defendant admits the allegations contained within
paragraph 24 of Plaintiffs Complaint.
25. With respect to paragraph 25 of Plaintiffs Complaint, Defendant denies any
characterization of the development contract as said document speaks for itself.
26. Defendant specifically denies the allegations contained within paragraph 26 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
27. With respect to paragraph 27 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
28. With respect to paragraph 28 of Plaintiffs Complaint, Defendant denies any
characterization of the Jillle 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
3
29. With respect to paragraph 29 of Plaintiffs Complaint, Defendant
characterization of the July 29, 2004 letter as said document speaks for itself.
specifically denies the allegation that it failed to follow the developer's agreement.
30. Defendant specifically denies the allegations contained within paragraph 30 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
31. Defendant admits that it requested timesheets and invoices pursuant to Section 8 of
the development agreement. Defendant specifically denies the allegation contained in paragraph 31
of Plaintiff's Complaint that Plaintiff provided Defendant with reasonable documentation to justify
the billings.
32. With respect to paragraph 32 of Plaintiffs Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
33. Defendant denies the allegations contained within paragraph 33 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
34. Defendant denies the allegations contained within paragraph 34 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
35. Defendant denies the allegations contained within paragraph 35 of Plaintiffs
Complaint.
36. No response is required with respect to paragraph 36 of Plaintiffs Complaint.
37. Upon information and belief, Defendant admits the allegations contained within
paragraph 37 of Plaintiffs Complaint.
38. With respect to paragraph 38 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
39. With respect to paragraph 39 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
40. Defendant specifically denies the allegations contained within paragraph 40 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
denies any
Defendant
4
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
41. Defendant specifically denies the allegations contained within paragraph 41 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
42. Defendant specifically denies the allegations contained within paragraph 42 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
43. Defendant specifically denies the allegations contained within paragraph 43 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement. with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
44. Defendant specifically denies the allegations contained within paragraph 44 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
45. Defendant specifically denies the allegations contained within paragraph 45 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland. Mitigation
Agreement passed on June 20, 2005.
46. Defendant specifically denies the allegations contained within paragraph 46 . of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
47. Defendant specifically denies the allegations contained within paragraph 47 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
5
48. Defendant specifically denies the allegations contained within paragraph 48 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
49. Defendant specifically denies the allegations contained within paragraph 49 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
50. With respect to paragraph 50 of Plaintiffs Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
51. With respect to paragraph 51 of Plaintiffs Complaint, Defendant denies any
characterization of the July 29, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
52. Defendant admits that it requested time sheets and invoices pursuant to Section 8 of
the development agreement. Defendant specifically denies the allegation contained in paragraph 52
of Plaintiff s Complaint that Plaintiff provided Defendant with reasonable documentation to justify
the billings.
53. With respect to paragraph 53 of Plaintiffs Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
54. Defendant denies the allegations contained within paragraph 54 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
55. With respect to paragraph 55 of Plaintiffs Complaint, Defendant denies any
characterization of the April 5, 2005 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
56. Defendant denies the allegations contained within paragraph 56 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
57. Defendant denies the allegations contained within paragraph 57 of Plaintiff's
Complaint.
58. No response is required with respect to paragraph 58 of Plaintiffs Complaint.
'.
6
59. Upon information and belief, Defendant admits the allegations contained within
paragraph 59 of Plaintiffs Complaint.
60. With respect to paragraph 60 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
61. With respect to paragraph 61 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
62. Defendant specifically denies the allegations contained within paragraph 62 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
63. Defendant specifically denies the allegations contained within paragraph 63 of
Plaintiff's Complaint and affirmatively alleges. that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
64. Defendant specifically denies the allegations contained within paragraph 64 of
Plaintiff's Complaint and affrrmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland. Mitigation
Agreement passed on June 20, 2005.
65. Defendant specifically denies the allegations contained within paragraph 65 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
,
Agreement passed on June 20, 2005.
66. Defendant specifically denies the allegations contained within paragraph 66 of
Plaintiff s Complaint and affrrmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
67. Defendant specifically denies the allegations contained within paragraph 67 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
7
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
68. Defendant specifically denies the allegations contained within paragraph 68 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
69. Defendant specifically denies the allegations contained within paragraph 69 of
Plaintiff's Complaint and affIrmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
70. Defendant specifically denies the allegations contained within paragraph 70 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
71. Defendant specifically denies the allegations contained within paragraph 71 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
72. Defendant admits that it requested timesheets and invoices pursuant to Section 8 of
the development agreement. Defendant specifically denies the allegation contained in paragraph 72
of Plaintiff's Complaint that Plaintiff provided Defendant with reasonable documentation to justify
the billings.
73. With respect to paragraph 73 of Plaintiff's Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
74. Defendant denies the allegations contained within paragraph 74 of Plaintiff'slComplaint and puts Plaintiff to its strict burden of proof thereon.
75. With respect to paragraph 75 of Plaintiff's Complaint, Defendant denies any
characterization of the July 29, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
8
76. Defendant denies the allegations contained within paragraph 76 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
77. Defendant denies the allegations contained within paragraph 77 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
78. Defendant denies the allegations contained within paragraph 78 of Plaintiffs
Complaint.
79. No response is required with respect to paragraph 79 of Plaintiffs Complaint.
80. Upon information and belief, Defendant admits the allegations contained within
paragraph 80 of Plaintiffs Complaint.
81. With respect to paragraph 81 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
82. .With respect to paragraph 82 of Plaintiffs Complaint, Defendant denies any
characterization of the development agreement as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
83. Defendant specifically denies the allegations contained within paragraph 83 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
84. Defendant specifically denies the allegations contained within paragraph 84 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
85. Defendant specifically denies the allegations contained within paragraph 85 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
86. Defendant specifically denies the allegations. contained within paragraph 86 of
Plaintiff's Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
9
87. Defendant specifically denies the allegations contained within paragraph 87 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
88. Defendant specifically denies the allegations contained within paragraph 88 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
89. Defendant specifically denies the allegations contained within paragraph 89 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
90. Defendant specifically denies the allegations contained within paragraph 90 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20,2005.
91. Defendant specifically denies the allegations contained. within paragraph 91 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
92. Defendant specifically denies the allegations contained within paragraph 92 of
Plaintiff s Complaint and affirmatively alleges that Edina Development Corporation has reached a
complete agreement with the City of Albertville pursuant to the Amended Wetland Mitigation
Agreement passed on June 20, 2005.
93. Defendant admits that it requested timesheets and invoices pursuant to Section 8 of
the development agreement. Defendant specifically denies the allegation contained in paragraph 93
of Plaintiff s Complaint that Plaintiff provided Defendant with reasonable documentation to justify
the billings.
94. With respect to paragraph 94 of Plaintiffs Complaint, Defendant denies any
characterization of the June 15, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
10
95. Defendant denies the allegations contained within paragraph 95 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
96. With respect to paragraph 96 of Plaintiffs Complaint, Defendant denies any
characterization of the July 29, 2004 letter as said document speaks for itself Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
97. Defendant denies the allegations contained within paragraph 97 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
98. With respect to paragraph 98 of Plaintiffs Complaint, Defendant denies any
characterization of the July 29, 2004 letter as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the developer's agreement.
99. Defendant denies the allegations contained within paragraph 99 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
100. Defendant denies the allegations contained within paragraph 100 of Plaintiffs
Complaint.
101. No response is required with respect to paragraph 101 of Plaintiffs Complaint.
102. Upon information and belief, Defendant admits the allegations contained within
paragraph 102 of Plaintiffs Complaint.
103. With respect to paragraph 103 of Plaintiffs Complaint, Defendant denies any
characterization of the zoning request application as said document speaks for itself. Defendant
specifically denies the allegation that it failed to follow the zoning request application.
104. Defendant denies the allegations contained within paragraph 104 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
105. Defendant denies the allegations contained within paragraph 105 of Plaintiffs
Complaint and puts Plaintiff to its strict burden of proof thereon.
106. Defendant denies the allegations contained within paragraph 106 of Plaintiffs
Complaint.
11
AFFIRMATIVE DEFENSES
107. Plaintiff's claims against Defendant fail in whole, or in part, to state a claim upon
which relief may be granted.
108. Defendant alleges affirmatively that Plaintiff's alleged damages, if any, . are the result
of the conduct, actions, inactions or omissions of persons, parties or entities over whom this
Defendant has no control or right of control and for whom this Defendant is not liable.
109. Defendant alleges that Plaintiff's claims are barred and/or subject to offset by
Plaintiff s breach of the Developer's Agreement.
110. Defendant affrrmatively alleges that Plaintiff's claims are barred by estoppel.
111. Defendant affrrmatively alleges that Plaintiff's claims are barred by insufficiency of
service of process.
112. Defendant affirmatively alleges that Plaintiff's claims are barred by laches.
113. Defendant expressly reserves the right to assert additional affrrmative defenses as
may arise or be discovered in the course of discovery or otherwise.
DEFENDANT'S COUNTERCLAIMS AGAINST PLAINTIFF
Defendant Edina Development Corporation ("Defendant"), for its Counterclaims against the
City of Albertville ("Plaintiff") states and alleges as follows:
PARTIES. JURISDICTION AND VENUE
1. Defendant is a corporation existing under the laws of the State of Minnesota with its
principal offices located at 700 Industry Avenue, City of Anoka, County of Anoka.
2. Upon information and belief, Defendant is a municipal corporation located in Wright
County, Minnesota.
3. The Wright County District Court has jurisdiction over the claims asserted in this
Counterclaim as the subject matter of the dispute is located within Wright County. Venue is
likewise proper in the Wright County District Court as the subject matter of the dispute and the
events giving rise to the dispute all arose within Wright County.
FACTUAL BACKGROUND
12
4. The subject matter of this dispute and Counterclaim involve written development
contracts between Defendant and Plaintiff that set forth the terms and conditions for the
development of certain real property located in the City of Albertville.
5. Pursuant to these development contracts, Defendant agreed to pay Plaintiff's
reasonable administrative, legal, 'planning, engineering and other professional costs incurred in the
creation, administration, enforcement or execution of the agreements.
6. Each of the development contracts upon which this Counterclaim is based provides
Defendant with the right to request times sheets or work records in order to verify any billing by the
Plaintiff.
7. Plaintiff sent Defendant a bill for all alleged reasonable costs incurred under the
development agreements in the amount of $378,935.77.
8. Pursuant to the development agreements, Defendant repeatedly attempted to exercise
its right to request time sheets and work records in order to verify this billing by the Plaintiff.
9. Plaintiff provided Defendant with sparse and incomplete time sheets, some dating
back three years to 2000.
10. Defendant is now seeking to receive complete time sheets and work records to verify
the bill from Plaintiff in the amount of$378,935.77.
COUNT ONE
BREACH OF CONTRACT
11. Defendant restates and realleges paragraphs 1-10 of its Counterclaim.
12. Between August 11,2000, and May 30,2003, Defendant and Plaintiff entered into
seven written contracts entitled "City of Albertville Conditional Use/Planned Unit Development
Agreement Albert Villa's" ("Development Agreements").
13. Pursuant to Section 8 of the parties' Development Agreements, Defendant developer
was granted the right to request time sheets or work records to verify billing for any reasonable
administrative, legal, planning, engineering and other professional costs Plaintiff incurred in the
creation, administration, enforcement or execution of the Agreement.
14. Section 8 granted said right to request time sheets and work records to verify billing
prior to payment of any bill by Plaintiff.
15. Defendant received a bill from Plaintiff in the amount of$378,935.77. Defendant
exercised its right to verify billing under the Development Agreement prior to payment of the bill.
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16. Plaintiff has not provided adequate time sheets or records to justify the billing and
the sparse and incomplete time sheets and/or work records that were supplied contained
discrepancies, most dated back nearly three years, and these were not adequate to substantiate the
bill.
17. Defendant has repeatedly requested that Plaintiff supply the time sheets and work
records to verify the bill, but Plaintiff has failed to do so in breach of the Development Agreements.
18. As a result of Plaintiff s breach, the Defendant has been damaged in amount not yet
determined, but reasonably believed to be in excess of $50,000.00.
COUNT TWO
ACCOUNTING
19. Defendant restates and realleges paragraphs 1-18 of its Counterclaim.
20. Between August 11,2000, and May 30,2003, Defendant and Plaintiff entered into
seven written contracts entitled "City of Albertville Conditional UseIPlanned Unit Development
Agreement Albert Villa's" ("Development Agreements").
21. Pursuant to Section 8 of the parties' Development Agreements, Defendant developer
was granted the right to request time sheets or work records to verify billing for any reasonable
administrative, legal, planning, engineering and other professional costs Plaintiff incurred in the
creation, administration, enforcement or execution of the Agreement.
22. Section 8 granted said right to request time sheets and work records to verify billing
prior to payment of any bill by Plaintiff.
23. Defendant received a bill from Plaintiff in the amount of$378,935.77. Defendant
exercised its right to verify billing under the Development Agreement prior to payment of the bill.
Plaintiff has failed to comply with this request.
24. Prior to the commencement of this action, the Defendant duly demanded of the
Plaintiff an accounting for all monies billed by the Plaintiff to Defendant. Plaintiff has never
rendered an accounting for the money billed under the Development Agreements.
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25. Defendant is entitled to an accounting of all amounts Plaintiff alleges are owed from
Defendant.
WHEREFORE, Defendant prays for the following relief:
a. Judgment entered against the Plainti:tI, dismissing Plaintiffs Complaint as to this
Defendant with prejudice, and awarding Defendants its costs, disbursements and attorney fees
incurred herein;
b. Judgment in favor of Defendant on its counterclaims against Plaintiff;
c. Judgment that Plaintiff be required to account and that an accounting be taken of all
monies billed by the Plaintiff under the Development Agreements;
d. Any other such relief as the Court may deem just d e
Dated:
&//7/05
By:
Kyle J. Hegna 20240X
Charles W. Arndt #299431
7300 Metro Boulevard, Suite 300
Edina, MN 55439-2302
Telephone: (952) 897-1707
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ACKNOWLEDGEMENT
Defendant, by its Attorneys, acknowledges that costs, disbursements and reasonable attorney
and witness fees may be awarded to Plaintiff if Defendant acted in bad faith, asserted a claim or
defense that is frivolous and costly to the other party(s), asserted an unfounded position solely to
delay the ordinary course of the proceedings or to harass, or c:/J~7Ud upon the Court.
WILKERS70N"" A,P.
-/)
4
// /"1
/
&"' );7 /0/
By:
Dated:
e J. Hegna 20240X
Charles W. Arndt #299431
7300 Metro Boulevard, Suite 300
Edina, MN 55439-2302
Telephone: (952) 897-1707
ATTORNEYS FOR DEFENDANT
EDINA DEVELOPMENT CORPORATION
M:\DOCS\CW A\241 03 Edina Devleopment - Albertville Fees\24103 Answer &; Counterclaim.doc
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