Can a Minnesota intermediate school district buy a closed elementary school from a member district by contract for deed, where the seller member district keeps title until the buyer finishes paying over five years?

Plain-English summary

SouthWest Metro Intermediate District No. 288 is an intermediate school district made up of 11 independent member districts. It provides special education and mental health services. A member district offered to sell SouthWest a recently closed elementary school for $1,517,000 through a contract for deed: $517,000 at closing, then two semi-annual payments of $100,000 a year over five years, with the member district holding title until paid in full.

Peter Martin of Kennedy & Graven, SouthWest's counsel, asked the AG whether the transaction was lawful. The catch was that AG opinions going back to 1909 (with later versions in 1946, 1958, 1959, 1961, 1963, 1971, and 1974) had said school districts could not purchase real property by contract for deed or installment purchase. The historical reasoning was that schools are subject to public-indebtedness statutes and the only authorized form of school district debt at the time was a bond issue (Op. Atty. Gen. 622i2, Apr. 9, 1958).

Assistant AG Susan Gretz wrote the opinion. SouthWest may buy through a contract for deed if it meets Minn. Stat. § 465.71's requirements and limitations. The AG said § 465.035 did not separately authorize this financing method. Counsel had indicated that an instrument under § 465.71 was not an option for the parties, so the opinion did not approve their proposed transaction as presented.

The reasoning runs in three pieces.

First, the historical no-installment-purchase rule was overtaken by the Legislature in 1982. That year, the Legislature added what became Minn. Stat. § 465.71. That statute now reads:

A home rule charter city, statutory city, county, town, or school district may purchase personal property under an installment contract, or lease real or personal property with an option to purchase under a lease-purchase agreement, by which contract or agreement title is retained by the seller or vendor or assigned to a third party as security for the purchase price, including interest, if any, but such purchases are subject to statutory and charter provisions applicable to the purchase of real or personal property.

For real property, § 465.71 authorizes installment contracts and lease-purchase agreements where title is retained by the seller (which is what a contract for deed is). It exempts the obligation from "net debt" calculations under § 475.53 if the contract amount is under $1 million, and exempts it from constituting "debt" under any other statutory provision. No election is required. The lease-purchase agreement (but not the installment contract for real property) must be terminable at the end of any fiscal year.

The AG explicitly overruled the long line of historical opinions to the extent they conflict with § 465.71. That overruling list: Op. Atty. Gen. 622-j-22 (Sept. 17, 1974); 622-j-5 (Apr. 30, 1971); 622-I-2 (Jan. 19, 1963); 622-I-2 (Dec. 8, 1961); 622-i-11 (Apr. 3, 1959); 622i2 (Apr. 9, 1958); 622-i-11 (Apr. 3, 1946); 622-I-11 (Jun. 7, 1909).

Second, Minn. Stat. § 123B.51, subd. 1 (school site acquisition statute) cross-references § 465.71: "According to section 126C.40, subdivision 1, or 465.71, when funds are available, the board may locate and acquire necessary sites of schoolhouses or enlargements, or additions to existing schoolhouse sites by lease, purchase or condemnation under the power of eminent domain." That cross-reference confirms § 465.71 applies to school district real property acquisitions.

Intermediate districts under Minn. Stat. § 136D.44 are granted the same powers as their participating school districts and no more. Since school districts can use § 465.71, so can SouthWest.

Third, the AG rejected the alternative theory that § 465.035 supplies authority. That older general statute lets any "county, town, city or other public corporation" lease or convey land "for a nominal consideration, without consideration or for such consideration as may be agreed upon" to another public corporation for public use. Martin's argument was that "such consideration as may be agreed upon" could mean any kind of consideration, including a contract for deed.

The AG said no, on two grounds. The specific-over-general canon (Minn. Stat. § 645.26, subd. 1) plus the later-enactment canon (subd. 4) means § 465.71 controls. And reading "consideration" in § 465.035 as meaning the financing method (rather than the dollar amount) does not fit the statutory context. In State v. Schouweiler (Minn. 2016), the Minnesota Supreme Court used dictionary definitions: "consideration" in ordinary speech means "payment given as compensation for a good or service," and as a contractual term of art means "act or forbearance that induces a contractually binding promise." The AG read the surrounding statutory text, which puts "such consideration as may be agreed upon" in series with "a nominal consideration" and "without consideration" (a gift), as pointing to the ordinary dollar-amount meaning. A gift cannot induce a contractually binding promise (per Barnier v. Wells), so the contractual-term-of-art reading does not fit the series.

Because § 465.71 controls and § 465.035 does not authorize a different financing method, the AG did not have to decide whether an intermediate school district is a "public corporation" within the meaning of § 465.035, and explicitly left that question to the Legislature, citing the type-distinctions in Minn. Stat. § 123A.55.

On the side question of a school district as seller, the AG said § 123B.51, subd. 1 authorizes a district to sell schoolhouses or sites and imposes no express limit on purchaser financing. The AG saw no reason to revisit older opinions allowing a district to sell a schoolhouse by contract for deed, citing Op. Atty. Gen. 622-i-8 (Sept. 9, 1983).

What this means for you

For school boards and intermediate school district administrators considering installment purchases of real estate: assess the purchase under § 465.71 and its requirements, including other statutes applicable to buying the property. A real property contract below $1 million receives the statute's net-debt exclusion. The opinion does not determine the net-debt treatment of SouthWest's $1,517,000 proposal. No election is required for an installment contract or lease-purchase agreement authorized by § 465.71.

For school district attorneys drafting the purchase documents: use installment contract language tracking § 465.71. Confirm in the documents that title is retained by the seller as security for the purchase price. If you instead use a lease-purchase structure, include the fiscal-year-end termination right that § 465.71 requires for lease-purchase agreements (the installment-contract version doesn't have that requirement). Cross-reference § 123B.51, subd. 1 if the property is a schoolhouse site.

For municipal-finance attorneys advising on transaction structure: § 465.71 is the operative authority. § 465.035 is a separate general statute for conveyances between public corporations, but it does not authorize installment financing on its own. If your client is trying to combine the two statutes (e.g., a sale by one school district to another for less than full price plus an installment for the remainder), § 465.71 controls the financing piece even if § 465.035 supplies authority for the public-corporation conveyance.

For intermediate school districts: § 136D.44 limits you to your member districts' powers. That works in your favor here because school districts under § 465.71 can use installment financing for real property, and that authority flows through.

For school facility planners: the opinion recognizes installment contracts and lease-purchase agreements as possible ways to acquire school property under § 465.71. Check the statute's conditions and the separate laws governing the proposed purchase. The quoted statute says no election is required for any agreement authorized by that section, regardless of the amount.

For public-finance advisors: the AG explicitly overrules the historical line of opinions limiting school financing to bond issuance. Modeling and policy documents that reference those older opinions need to be updated. The Minnesota Department of Education's Guide for Planning School Construction Projects (Nov. 8, 2018) is cited as the operative practical guidance.

Common questions

Q: Why was the historical rule so restrictive about contracts for deed? A: In 1958, the AG concluded that the only authorized form of school district debt was a bond issue, which required an election and statutory procedures designed to prevent uncontrolled school district indebtedness. A contract for deed creates a debt obligation, so the AG considered it equivalent to an unauthorized borrowing. The Legislature changed that in 1982 by enacting § 465.71 and explicitly allowing installment contracts with debt-limit exemptions.

Q: Does the $1 million net-debt-exemption ceiling apply per-project or cumulatively? A: The statute quoted in the opinion refers to "the amount of the contract for purchase of the real property" being less than $1 million. The opinion does not analyze multiple contracts or a district's total debt.

Q: Can a school district use a lease-purchase agreement instead of a contract for deed? A: Yes. § 465.71 authorizes both. The lease-purchase version has the additional requirement that the district can terminate at the end of any fiscal year. The installment-contract version does not have that requirement.

Q: Does the AG opinion bind future opinions about § 465.035? A: The opinion says § 465.71 controls the proposed financing method over § 465.035. It overrules earlier opinions only to the extent they conflict with § 465.71. It does not discuss whether future AG opinions are bound by this analysis.

Q: What about a school district selling property to a non-public entity? A: The opinion says § 123B.51, subd. 1 authorizes a district to sell schoolhouses or sites and notes older opinions allowing a school district to sell by contract for deed. It does not decide whether a particular sale to a private buyer is permissible.

Q: Does this overrule the historical opinion that said a school district could not sell to a non-profit hospital corporation by contract for deed? A: The requester argued that the 1952 opinion implied a contract for deed would have been allowed if the buyer were a public corporation. In footnote 2, the AG said it saw no basis in that opinion for the implication. This opinion does not decide a new sale to a nonprofit hospital.

Q: What happens if the seller defaults under a contract for deed where the school district is the buyer? A: The opinion does not address seller default or remedies under a particular contract for deed.

Background and statutory framework

Minnesota's school district finance regime treats school districts as governmental entities subject to public-indebtedness statutes (Minn. Stat. § 475.51, subd. 2). Historically, the only authorized form of school district debt was a bond issue. The AG enforced that rule in a long line of opinions from 1909 to 1974.

The Legislature changed the picture in 1982 by enacting what became Minn. Stat. § 465.71 (1982 Minn. Laws ch. 523 art. 15 § 4). That statute authorized installment contracts and lease-purchase agreements for cities, counties, towns, and school districts. The statute uses both "installment contract" and "lease-purchase agreement" as separate authorized forms. Real property purchases under installment contracts under $1 million are exempt from net-debt calculations and do not constitute "debt" under any other statute.

Minn. Stat. § 123B.51, subd. 1 ties § 465.71 to school district real property acquisition: "According to section 126C.40, subdivision 1, or 465.71, when funds are available, the board may locate and acquire necessary sites." Section 126C.40 is the other financing-related statute for school capital projects.

Intermediate school districts under Minn. Stat. § 136D.44 inherit the powers of participating school districts. SouthWest as an intermediate district can therefore use § 465.71.

The general public-corporation conveyance statute is Minn. Stat. § 465.035, which predates § 465.71 and is broader in scope. It authorizes conveyances "for a nominal consideration, without consideration or for such consideration as may be agreed upon" to another public corporation for public use.

The interpretive framework here uses two specific-over-general / later-enactment canons (Minn. Stat. § 645.26, subds. 1 and 4) and the State v. Schouweiler (Minn. 2016) approach to defining statutory terms by ordinary vs. technical legal meaning. Barnier v. Wells (Minn. App. 1991) supplies the rule that a gift cannot induce a contractually binding promise.

The opinion also cites page 8 of the Minnesota Department of Education's Guide for Planning School Construction Projects in Minnesota (Nov. 8, 2018).

Citations and references

Statutes:

• Minn. Stat. § 8.07
• Minn. Stat. § 123A.55 (types of school districts)
• Minn. Stat. § 123B.51, subd. 1 (school site acquisition)
• Minn. Stat. § 126C.40, subd. 1
• Minn. Stat. § 136D.44 (intermediate district powers)
• Minn. Stat. §§ 136D.41-136D.49 (intermediate district formation)
• Minn. Stat. § 465.035 (conveyance between public corporations)
• Minn. Stat. § 465.71 (installment contracts and lease-purchase)
• Minn. Stat. § 475.51, subd. 2 (governmental entity)
• Minn. Stat. § 475.53 (net debt limit)
• Minn. Stat. § 645.26, subds. 1 and 4 (specific-over-general; later-enactment)

Cases:

• In re Butler, 552 N.W.2d 226 (Minn. 1996)
• Nichols v. L & O, Inc., 196 N.W.2d 465 (Minn. 1972)
• Nolan v. Greeley, 185 N.W. 647 (Minn. 1921)
• Barnier v. Wells, 476 N.W.2d 795 (Minn. App. 1991)
• State v. Schouweiler, 887 N.W.2d 22 (Minn. 2016)

Prior AG opinions, overruled to the extent they conflict with § 465.71:

• Op. Atty. Gen. 622-j-22 (Sept. 17, 1974)
• Op. Atty. Gen. 622-j-5 (Apr. 30, 1971)
• Op. Atty. Gen. 622-I-2 (Jan. 19, 1963)
• Op. Atty. Gen. 622-I-2 (Dec. 8, 1961)
• Op. Atty. Gen. 622-i-11 (Apr. 3, 1959)
• Op. Atty. Gen. 622i2 (Apr. 9, 1958)
• Op. Atty. Gen. 622-i-11 (Apr. 3, 1946)
• Op. Atty. Gen. 622-I-11 (Jun. 7, 1909)

Other prior AG opinions discussed:

• Op. Atty. Gen. 622-i-8 (Sept. 9, 1983) (school district as seller via contract for deed)
• Op. Atty. Gen. 622-i-7 (Aug. 11, 1952) (sale to non-public-corporation buyer)

Source

• Landing page: https://www.ag.state.mn.us/Office/Opinions/
• Original PDF: https://www.ag.state.mn.us/Office/Opinions/622i11-20230217.pdf

Original opinion text

SCHOOL DISTRICTS: SCHOOL PROPERTY: PURCHASE OF REAL PROPERTY; SALE OF REAL PROPERTY: Intermediate school district’s purchase of property from a member district where the member district retains title as security for the purchase price is governed by Minn. Stat.
§ 465.71 and the limitations therein and is not authorized by Minn. Stat. § 465.035. Overruling prior Attorney General Opinions to the extent they conflict with Minn. Stat. § 465.71. See, e.g., Ops. Atty. Gen. 622-j-22 (Sept. 17, 1974); 622-j-5 (Apr. 30, 1971); 622-I-2 (Jan. 19, 1963); 622- I-2 (Dec. 8, 1961); 622-i-11 (Apr. 3, 1959); 622i2 (Apr. 9, 1958); 622-i-11 (Apr. 3, 1946); 622-I- 11 (Jun. 7, 1909) Minn. Stat. §§ 123B.51, 465.035 and 465.71.

Index No. 622-i-11

February 17, 2023

Peter A. Martin
Kennedy & Graven, Chartered
Fifth Street Towers
150 South Fifth Street, Suite 700
Minneapolis, MN 55402

Re: Opinion Request – Purchase of Schoolhouse Using Contract for Deed

Dear Mr. Martin:

You represent SouthWest Metro Intermediate District No. 288 (“SouthWest” or “District”) and pursuant to Minn. Stat. § 8.07 you request an interpretation of Minnesota law related to the purchase of a building for District purposes. Specifically, you ask whether SouthWest may purchase a school building from one of its member districts pursuant to a contract for deed or installment purchase contract.

In our opinion, the purchase of real or personal property by SouthWest from a member district where the member district retains title as security for the purchase price is governed by Minn. Stat. § 465.71 and the limitations therein and is not authorized by Minn. Stat. § 465.035.

BACKGROUND

SouthWest is an intermediate school district comprised of 11 independent districts. The District was formed pursuant to Minn. Stat. §§ 136D.41-136D.49. The District’s mission is to provide services that complement the educational services offered by its member districts. These services include mental health supports and special education. SouthWest owns and operates several buildings and sites to facilitate delivery of these services.

445 Minnesota Street, Suite 1400, St. Paul, MN 55101-2131 Office: (651) 296-3353 • Toll Free: (800) 657-3787 • Minnesota Relay: (800) 627-3529 An Equal Opportunity Employer Who Values Diversity

Peter A. Martin, Esq.
February 17, 2023
Page 2

You state that for several months SouthWest has been looking to acquire additional building space to expand the delivery of special education and much-needed mental health services to students with disabilities. A member school district has proposed selling to SouthWest, for $1,517,000, a recently closed elementary school owned by the member district. The member has proposed a sale by contract for deed, under which SouthWest would pay $517,000 at closing and the remainder through two semi-annual payments of $100,000 over five years.

QUESTIONS

1. Is an independent school district authorized to sell, and is SouthWest authorized to
  purchase, a schoolhouse site owned by the independent school district pursuant to a
  contract for deed or installment purchase contract?

2. Does Minn. Stat. § 465.035 authorize the transaction described above?

                         ANSWER AND LEGAL ANALYSIS
    We begin by acknowledging that in establishing Intermediate District No. 288 in 2015 the

Legislature granted to SouthWest all the powers granted by law to any or all of the participating school districts, and no more. Minn. Stat. § 136D.44. Thus, as you note, if a school district is not able to purchase property under a contract for deed, SouthWest will be similarly limited.

    We also begin by noting that a contract for deed is a financing arrangement under which

the buyer purchases property by borrowing the purchase money from the seller. In re Butler, 552 N.W.2d 226, 229 (Minn. 1996). During the contract term the seller holds legal title, and the purchaser holds equitable title. Nichols v. L & O, Inc., 196 N.W.2d 465, 468 n.7 (Minn. 1972). A contract for deed is sometimes referred to as an installment land contract because the buyer makes installment payments over time until the debt is paid. See, e.g., Nolan v. Greeley, 185 N.W. 647, 648 (Minn. 1921).

    School District Purchase by Contract for Deed or Installment Purchase. A school district

is among the governmental entities subject to laws regarding public indebtedness. Minn. Stat.
§ 475.51, subd. 2. As you acknowledge, opinions of this Office dating back many decades held that public school districts may not purchase real property pursuant to a contract for deed or installment purchase agreement. Ops. Atty. Gen. 622-j-22 (Sept. 17, 1974); 622-j-5 (Apr. 30, 1971); 622-I-2 (Jan. 19, 1963); 622-I-2 (Dec. 8, 1961); 622-i-11 (Apr. 3, 1959); 622-i-11 (Apr. 3, 1946); 622-I-11 (Jun. 7, 1909). In 1958, the analysis stated explicitly that the only method by which a district could become indebted was by bond issue. Op. Atty. Gen. 622i2 (Apr. 9, 1958), p. 3.

    In the intervening decades, the Legislature has established methods of financing school

capital projects in addition to a bond issue. Specific to the question posed, in 1982 the Legislature authorized school districts to acquire real or personal property through installment contracts or lease-purchase agreements if they meet specific requirements. 1982 Minn. Laws ch. 523 art. 15
§ 4. That law now provides:

Peter A. Martin, Esq.
February 17, 2023
Page 3

A home rule charter city, statutory city, county, town, or school district may purchase personal property under an installment contract, or lease real or personal property with an option to purchase under a lease-purchase agreement, by which contract or agreement title is retained by the seller or vendor or assigned to a third party as security for the purchase price, including interest, if any, but such purchases are subject to statutory and charter provisions applicable to the purchase of real or personal property. . . . The obligation created by an installment contract or a lease-purchase agreement for personal property, or an installment contract or a lease-purchase agreement for real property if the amount of the contract for purchase of the real property is less than $1,000,000, shall not be included in the calculation of net debt for purposes of section 475.53, and shall not constitute debt under any other statutory provision. No election shall be required in connection with the execution of an installment contract or a lease-purchase agreement authorized by this section. The city, county, town, or school district must have the right to terminate a lease-purchase agreement at the end of any fiscal year during its term.

Minn. Stat. § 465.71. See also, Minnesota Department of Education, Guide for Planning School Construction Projects in Minnesota (Nov. 8, 2018), p. 8. 1

Accordingly, it is no longer the case that the only method by which a district may become indebted is through a bond issue. Section 465.71 authorizes installment contracts and lease- purchase agreements in which title to the property is retained by the seller. However, the statute imposes additional requirements, including that the purchase is subject to other statutes applicable to the purchase of property by the governmental entity, and that the purchaser must have the right to terminate a lease-purchase agreement at the end of any fiscal year during the term of the agreement.

Section 465.71 is referenced in the statute that allows school districts to acquire sites for schoolhouses:

According to section 126C.40, subdivision 1, or 465.71, when funds are available, the board may locate and acquire necessary sites of schoolhouses or enlargements, or additions to existing schoolhouse sites by lease, purchase or condemnation under the power of eminent domain.

Minn. Stat. § 123B.51, subd. 1. This section allows such acquisitions by lease or purchase when funds are available. Therefore, a school district is authorized to use section 465.71 for the purpose of acquisition of a school site.

1 https://education.mn.gov/MDE/dse/schfin/fac/cons/index.htm

Peter A. Martin, Esq.
February 17, 2023
Page 4

In a telephone conversation you indicated that use of an instrument described in section 465.71 is not an option for the parties. However, to answer the question posed, SouthWest, having the powers of an independent district, may purchase property with the seller retaining title as security for the purchase if SouthWest meets the requirements of Minn. Stat. § 465.71. Accordingly, we hereby overrule our prior opinions on this subject to the extent they conflict with Minn. Stat. § 465.71. These opinions include Ops. Atty. Gen. 622-j-22 (Sept. 17, 1974); 622-j-5 (Apr. 30, 1971); 622-I-2 (Jan. 19, 1963); 622-I-2 (Dec. 8, 1961); 622-i-11 (Apr. 3, 1959); 622i2 (Apr. 9, 1958); 622-i-11 (Apr. 3, 1946); 622-I-11 (Jun. 7, 1909).

Your first question also asked whether a school district is authorized to sell pursuant to a contract for deed or installment purchase contract. Section 123B.51, subd. 1 authorizes a district to sell schoolhouses or sites. The statute imposes no express limitation on purchaser financing when a school district is the seller and not the purchaser. Id. Accordingly, we see no reason to revisit the opinions of this Office, cited in your letter, that hold a school district may sell a schoolhouse pursuant to contract for deed. See, e.g., Op. Atty. Gen., 622-i-8 (Sept. 9, 1983).

Sale to Public Corporation via “Such Consideration as May be Agreed Upon.” Despite the clear application of section 465.71 to school district real property acquisitions evidenced in Minn. Stat. § 123B.51, you also ask us to consider whether the proposed transaction would be permissible under Minn. Stat. § 465.035. That statute provides:

Any county, town, city or other public corporation may lease or convey its lands for a nominal consideration, without consideration or for such consideration as may be agreed upon to the state or to any governmental subdivision, to . . . another public corporation . . . for public use when authorized by its governing body.

We note that this statute predates and is significantly broader in scope than section 465.71. You argue that a school district is a public corporation and that the phrase “such consideration as may be agreed upon” affords the parties discretion to fashion any type of consideration including a contract for deed or installment purchase agreement. 2

However, reading “such consideration as may be agreed upon” in section 465.035 to authorize any contract for deed or installment purchase would conflict with the specific requirements in Minn. Stat. § 465.71 for the terms of such instruments. When a general provision in a law conflicts with a specific provision in another law, the specific provision controls. Minn. Stat. § 645.26, subd. 1. Likewise, a later enacted law controls over a conflicting prior enactment.

2
You assert that this interpretation is supported by an opinion from this Office that determined a school district could not sell property to a non-profit hospital corporation pursuant to a contract for deed because the non-profit was not a public corporation. Op. Atty. Gen. 622-i-j (Aug. 11, 1952). You claim the opinion implied that a contract for deed would have been authorized if the proposed transaction was with a public corporation. We see no basis in the opinion for this implication.

Peter A. Martin, Esq.
February 17, 2023
Page 5

Id. at subd. 4. Therefore, with respect to school district schoolhouse and site acquisition, section 465.71 would control over any inconsistent language in section 465.035.

To the extent further analysis is helpful, we also question whether the phrase “such consideration as may be agreed upon” is intended to reference the method of financing the purchase. In State v. Schouweiler, 887 N.W.2d 22, 25 (Minn. 2016) the Minnesota Supreme Court noted that in ordinary, nonlegal speech, “consideration” means “payment given as compensation for a good or service” (citing Webster’s Third New International Dictionary of the English Language Unabridged 484 (2002)), and as a contractual term of art means “act or forbearance that induces a contractually binding promise” (citing Consideration, Black's Law Dictionary (10th ed. 2014)). Schouweiler, 887 N.W.2d at 25.

As a method of financing and not the value per se, a contract for deed or installment purchase contract could be an “act or forbearance” which might be “such consideration” only if the Legislature intended to use the phrase not in its ordinary sense but as a contractual term of art.

To determine whether words in a statute have a technical or ordinary meaning, we look to the context in which the word appears. Schouweiler, 887 N.W.2d at 25. The “such consideration” phrase is one in a series – “a nominal consideration, without consideration, or for such consideration as may be agreed upon.” Minn. Stat. § 465.035. Nominal consideration is defined similarly in both legal and nonlegal contexts. In its legal sense it means “Consideration that is so insignificant as to bear no relationship to the value of what is being exchanged (e.g., $10 for a piece of real estate)” Nominal consideration, Black’s Law Dictionary (8th ed. 2004). In its ordinary nonlegal definition “nominal” means “existing in name only;” or “[I]nsignificantly small; trifling; a nominal sum.” The American Heritage Dictionary of the English Language (1997).

The statute authorizes conveyances where consideration is nominal – i.e., in name only or trifling – and gifts of land from one public entity to another. A gift cannot induce a contractually binding promise. Barnier v. Wells, 476 N.W.2d 795, 797 (Minn. App. 1991). Thus, the series in which “such consideration” appears directs us to the nonlegal meaning – the payment agreed upon – and not the method of financing as an act inducing a contractually binding promise. Reading “such consideration” to refer to the dollar amount agreed upon is more consistent with “nominal” as a statement of value, such as “ten dollars,” and “without” as indicating a gift.

Given our determinations that section 465.71 controls over section 465.035, and that the method of financing – by contract for deed – is not what is meant by “such consideration as may be agreed upon,” we need not decide whether an intermediate school district is a public corporation within the meaning of section 465.035. 3 Even if SouthWest was such a corporation, section 465.71 controls the proposed transaction over section 465.035.

3
We also believe, in light of the distinctions among types of school districts as public corporations reflected in Minn. Stat. § 123A.55, that this determination is best left to the Legislature.

Peter A. Martin, Esq.
February 17, 2023
Page 6

We hope this analysis is helpful to you.

Sincerely,

/s/ Susan Gretz
SUSAN C. GRETZ
Assistant Attorney General

Encl: Op. Atty. Gen., 622-i-8 (Sept. 9, 1983) Op. Atty. Gen. 622-i-7 (Aug. 11, 1952)