dissenting.
[¶ 20] I respectfully dissent because the non-claim statute does not apply to the stockholder’s agreement (“Agreement”). I would affirm the District Court’s conclusion on that issue but would remand for trial because of material issues of disputed fact regarding availability of the specific performance remedy and regarding the amount due under the Agreement.
[¶ 21] The estate argues the non-claim statute applies and that judicial decisions from other jurisdictions support the position. See Wunschel v. Ida Holding Co., Inc., 407 N.W.2d 341 (Iowa 1987); Estate of Penzenik v. Penz Prods., Inc., 749 N.E.2d 61 (Ind.Ct.App.2001); Spaceway Distribution & Storage Co., Inc. v. Williamson, 41 Ohio App.3d 187, 535 N.E.2d 321 (1987). The Company responds that the Uniform Probate Code (“UPC”) does not apply because this case does not involve liabilities or a debt as necessary for a claim against the estate envisioned by the UPC, and because this Court held in Matter of Estate of Powers, 552 N.W.2d 785, 787 (N.D.1996), that the non-claim statute only applies to claims reducing the corpus of the estate or the amount of property otherwise subject to division.
[¶ 22] Both parties interpret the statute differently, but neither directly argues the statute is ambiguous. Yet the clear *93import of their arguments, taken together, is that ambiguity exists. See Phipps v. N.D. Dept. of Transp., 2002 ND 112, ¶¶ 15-16, 646 N.W.2d 704 (concluding that when each party argued for a different, but rational, interpretation of a word within a statute, an ambiguity existed). If a statute is ambiguous, “a court may resort to extrinsic aids, including legislative history, to interpret the statute.” In re G.R.H., 2006 ND 56, ¶ 15, 711 N.W.2d 587. The majority fails to perform proper statutory analysis to ascertain the meaning of North Dakota’s statute and instead embarks on a lengthy discussion of cases from foreign jurisdictions with laws different than North Dakota’s UPC. Doing so, this Court has failed to follow its own well-established precedent providing:
Statutory interpretation is a question of law subject to full review upon appeal. Words used in any statute are to be understood in their ordinary sense, unless a contrary intention plainly appears, but any words explained in [the Century Code] are to be understood as thus explained. When the wording of a statute is clear and free of all ambiguity, the letter of it is not to be disregarded under the pretext of pursuing its spirit. In construing a statute, our duty is to ascertain the Legislature’s intent, which initially must be sought from the statutory language itself, giving its plain, ordinary, and commonly understood meaning. We construe statutes as a whole and harmonize them to give meaning to related provisions.
In re Estate of Kimbrell, 2005 ND 107, ¶ 9, 697 N.W.2d 315 (citations and quotations omitted).
[¶ 23] Our non-claim statute provides:
All claims against a decedent’s estate which arise at or after the death of the decedent, including claims of the state and any subdivision thereof, whether due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, are barred against the estate, the personal representative, and the heirs and devisees of the decedent, unless presented as foliotes:
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b. Any other claim, within three months after it arises.
N.D.C.C. § 30.1-19-03(2) (emphasis added). The term “claims” is defined for purposes of the non-claim statute:
“Claims”, in respect to estates of decedents and protected persons, includes liabilities of the decedent or protected person whether arising in contract, in tort, or otherwise, and liabilities of the estate which arise at or after the death of the decedent or after the appointment of a conservator, including funeral expenses and expenses of administration. The term does not include estate or inheritance taxes, or demands or disputes regarding title of a decedent or protected person to specific assets alleged to be included in the estate.
N.D.C.C. § 30.1-01-06(7).
[¶ 24] First turning as we must to language of the statute, “claims” include liabilities of the decedent. The Company argues payment to the estate exceeding $160,000 cannot be rationally considered a “liability” of the estate. The estate responds that the Company’s tender of the sum due under the Agreement provides inadequate compensation for the asset taken and, therefore, the alleged underpayment constitutes a liability in the sense the corpus of the estate will be reduced.
[If 25] “Liability” is not defined in the UPC. We therefore use the ordinary, usual and commonly accepted definition of the word to interpret the statute. N.D.C.C. § 1-02-02. Liability is defined as “the *94quality or state of being liable,” “something for which one is liable; [especially] pecuniary obligation” and “one that acts as a disadvantage.” Merriam-Webster’s Collegiate Dictionary 715 (11th ed.2003).
[¶ 26] A contract calling for payment to an estate is not a pecuniary obligation or a disadvantage of the estate. Therefore, the payment to the estate required by the Agreement appears to fall outside the bar of the non-claim statute. However, such a conclusion would be premature because a “claim” is defined not as a liability, but “includes liabilities of the decedent.” N.D.C.C. § 30.1-01-06(7) (emphasis added). This requires consideration of the effect that inclusion of the term “includes” has on the meaning of the definition. Tenets of statutory construction require that we examine the context of the provision in question: “ ‘Statutes must be construed as a whole and harmonized ... to give meaning and effect to every word, phrase, and sentence.’ ” Van Klootwyk v. Baptist Home, Inc., 2003 ND 112, ¶ 12, 665 N.W.2d 679 (quoting Public Serv. Comm’n v. Wimbledon Grain Co., 2003 ND 104, ¶ 21, 663 N.W.2d 186).
[¶ 27] North Dakota’s non-claim statute is part of the Century Code providing for administration of claims against an estate. Chapter 30.1-19, Creditors’ Claims, contains provisions controlling notice to creditors and the presentation, classification, allowance and payment of claims. These many provisions of chapter 30.1-19 plainly are oriented towards creditors, not debtors, of the estate and resolving claims against an estate where someone wants to obtain payment from the estate. Importantly, nothing in the wording of these sections evince legislative intent that these same sections were enacted for resolution of obligations resulting in payments to the estate. Therefore, I part company with the majority and would hold the Agreement in this case is not subject to the non-claim statute based on the language of the non-claim statute, the definitions of claims and liability, and the remaining statutes in chapter 30.1-19.
[¶ 28] My conclusion in this ease is consistent with the prior holding in Estate of Powers. 552 N.W.2d at 787. In Powers this Court held “non-claim statutes apply only to claims against the estate of a decedent which, if allowed, would reduce the corpus of the estate or the amount of property which would otherwise be subject to division or distribution.... ” Id. Although based on considerably different facts, the conclusion reached in Powers is clear on its face and is consistent with my conclusion. I reach here that chapter 30.1-19 is aimed at creditors’ claims and not situations where payments are made to an estate.
[¶ 29] I also note that the district court specifically relied on this Court’s unequivocal holding in Powers to conclude the Agreement was not subject to the non-claim statute of the UPC. Yet the majority would reject the district court’s reasonable — and required — reliance on Powers and reverse when the district court did not somehow divine that the explicit holding in Powers is not reliable precedent “because it relates to an alternative ruling of this Court.” Majority opinion at ¶ 11. If indeed Powers stands for the limited proposition cited by the majority, that part of Powers should be overruled and not just marginalized as useless and confusing judicial debris.
[¶ 30] Daniel J. Crothers
Mary Muehlen Maring