(dissenting):
I respectfully dissent. While I agree the first refusal statute applies to the PCA’s assignment of its interest to Carlson, I disagree with the majority’s conclusion that Travelers cannot be the “immediately preceding former owner.”
When Carlson acquired the PCA’s interest in the property in April 1987, the statute provided in pertinent part:
Disposal of land. A state or federal agency or a corporation, other than a family farm corporation or an authorized farm corporation, when leasing or selling farm land or a farm homestead, must offer or make a good faith effort to offer land for sale or lease to the immediately preceding former owner at a price no higher than the highest price offered by a third party that is acceptable to the seller or lessor. * * * This subdivision does not apply if the former owner is a bankruptcy estate.
Minn.Stat. § 500.24, subd. 6 (1986) (emphasis added).
In 1988, the language of the statute was changed substantially. See 1988 Minn. Laws ch. 700, § 1. In particular, the following definitional subsection was added:
An immediately preceding former owner is the entity with record legal title to the agricultural land or farm homestead before acquisition of the state or federal agency or corporation except: if the immediately preceding former owner is a bankruptcy estate, the debtor in bankruptcy is the immediately preceding former owner; and if the agricultural land or farm homestead was acquired by termination of a contract for deed or deed in lieu of termination of a contract for deed, the immediately preceding former owner is the purchaser under the contract for deed.
Minn.Stat. § 500.24, subd. 6(b) (1988).
Subdivision 6(b) was changed again in 1989 by the addition of the following sentence: “For purposes of this subdivision, only a family farm, family farm corporation, or family farm partnership can be an immediately preceding former owner.” See 1989 Minn.Laws ch. 350, art. 16, § 1.
The majority concludes because this 1989 amendment was only a clarification of the statute, retrospective application is proper. I disagree for several reasons.
1. The 1986 version of the statute contains no definition of “immediately preceding former owner,” other than to make an exception if the former owner is a bankruptcy estate. Its language is clear and unambiguous, and merely requires notice be given to the immediately preceding former owner. At the time it assigned its interests to Carlson, the PCA was thus under no obligation to extend a right of first refusal to anyone other than Travelers.
The necessity for a clarification implies the original version of the statute was somehow unclear or ambiguous. As noted above, however, the language of the 1986 statute is unambiguous. Any subsequent amendment must therefore be viewed as a change in the statute, not a clarification.
2. The majority contends prefatory language labeling an amendment as a “clarifying act” is not essential to a determination the amendment is a clarification. In support of this proposition, the majority cites two cases involving amendments which did not include preambles designating the act as a clarification. Its reliance on those cases, however, is misplaced.
The majority first cites State by Spannaus v. Coin Wholesalers, Inc., 311 Minn. 346, 250 N.W.2d 583 (1976). In Spannaus, the supreme court reasoned
the inclusion of the term ‘investment metal contract’ [by the 1975 legislature] *194in the comprehensive definition of security’ contained in [the 1974 version of the statute in question], was more likely intended as a legislative clarification than as a subsequent addition.-
Id. at 354, 250 N.W.2d at 588 (emphasis added). The 1974 definition of “security” included in its long list “investment contract.” Thus, the term “investment metal contract” would have arguably fit even under that original definition. The subsequent inclusion of that term within the definition of “security” merely confirmed or clarified this type of document as intended by the legislature to have been a “security” all along.
Moreover, Spannaus involved interpretation of a subsequent amendment which broadened a statutory definition. In this case, we are dealing with interpretation of an amendment which narrows a statutory term. The 1989 amendment to the first refusal statute excludes entities from the statute’s ambit by limiting the phrase “immediately preceding former owners” to farm entities. This exclusionary language effectively imposes a new duty upon a party to notify the “immediately preceding former owner” who is also a farm entity. Statutory amendments which attach a new obligation to a transaction or affect substantial rights should not be deemed retroactive. See Minn.Stat. § 645.21 (1986) (presumption exists against giving laws retroactive effect).
The majority also cites Hoben v. City of Minneapolis, 324 N.W.2d 161 (Minn.1982). Hoben dealt with interpretation of a 1980 amendment preventing stacking of no-fault and workers’ compensation benefits in excess of $200 a week. As the majority here emphasizes, the supreme court concluded the amendment was “more nearly akin to a clarification” rather than a change in the law. Id. at 163. The supreme court did so, however, to reach the conclusion that it was the intent of the 1980 legislature to deal prospectively with future benefit payments, regardless of when the injury occurred. Thus, the court held the 1980 amendment preventing stacking of benefits was applicable only to benefits received after the effective date of that amendment. The court did not retroactively apply the amendment to payments received before that date.
3. After retrospectively applying the 1989 version of the statute, the majority concludes Travelers could not have been the immediately preceding former owner in this action. The majority then goes on, however, to find the transaction subject to the 1986 version of the statute; as such, it concludes the statute is inapplicable if the immediately preceding former owner was a bankruptcy estate.
These two conclusions are internally inconsistent. The majority appears to advocate selective retroactive application of statutory amendments. All of the amendments at issue here involve portions of the statute dealing with the definition of “immediately preceding former owner.” The majority’s attempt to apply one version of the statute for one purpose and another version for another purpose is incongruous.
4. I would follow the reasoning of Judge Murphy in Travelers Insurance Co. v. Norwest Bank Rochester, 706 F.Supp. 695, 697 (D.Minn.1989), and conclude the 1986 version of the first refusal statute is unambiguous and requires “notice to the immediately preceding former owner, not the last family farmer.”