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The Redemption Agreement states that it is to be governed by
and interpreted in accordance with the laws of the State of
Minnesota. Under Minnesota law, “The cardinal purpose of
construing a contract is to give effect to the intention of the
parties as expressed in the language they used in drafting the
whole contract.” Art Goebel, Inc. v. N. Suburban Agencies, Inc.,
567 N.W.2d 511, 515 (Minn. 1997). Furthermore, “When parties
reduce their agreement to writing, parol evidence is ordinarily
inadmissible to vary, contradict, or alter the written agreement.
But parol evidence is admissible when the written agreement is
incomplete or ambiguous to explain the meaning of its terms.”
Flynn v. Sawyer, 272 N.W.2d 904, 907-908 (Minn. 1978).
The Minnesota Supreme Court has also instructed that “A
contract is ambiguous if, based upon its language alone, it is
reasonably susceptible of more than one interpretation.” Art
Goebel, Inc. v. N. Suburban Agencies, Inc., supra at 515; see
also Metro Office Parks Co. v. Control Data Corp., 205 N.W.2d
121, 123 (Minn. 1973). A determination of ambiguity is a
question of law and “depends, not upon words or phrases read in
isolation, but rather upon the meaning assigned to the words or
phrases in accordance with the apparent purpose of the contract
as a whole.” Art Goebel, Inc. v. N. Suburban Agencies, Inc.,
supra.
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