from the Iowa District Court for Black Hawk County, Bradley
J. Harris, Judge.
Vista Properties appeals from an adverse judgment in its
breach-of-contract action against Mauer Vision Center.
D. Ahrenholz of Beecher, Field, Walker, Morris, Hoffman &
Johnson, P.C., Waterloo, for appellant.
L. Zaiger and Kristymarie Shipley of Shuttleworth &
Ingersoll, P.L.C., Cedar Rapids, for appellee.
Considered by Danilson, C.J., and Potterfield and Bower, JJ.
DANILSON, Chief Judge.
Vista Properties, L.C. (Alta Vista) appeals from an adverse
judgment in its breach-of-contract action against Mauer
Vision Center, P.C. (Mauer Vision). Because there is
substantial evidence supporting the fact findings of the
district court and we find no error of law, we affirm.
2006, Alta Vista, owned by Ben Stroh, purchased property
located at 124 Second Street NE, in Waverly, Iowa, for $900,
000. The seller of the property was I4NI, L.L.C., an entity
owned by Dr. Richard Mauer. At the time of the sale in 2006,
the property was subject to a fifteen-year lease with a
remaining guaranteed rental income of $1.1 million from the
tenant, Mauer Vision. The lease was assigned to Alta Vista at
the time of purchase. Mauer Vision retained the right of first
refusal to purchase the building.
February 2012, Alta Vista sought to sell the property through
Sulentic-Fischels Commercial Group (Sulentic). The original
asking price was a little over $1 million, but eventually the
asking price was reduced to $960, 000. In 2011, the property
had an assessed value of $438, 330. However, the remaining
guaranteed lease payments from Mauer Vision would have been
about $650, 000.
in May 2012, Sulentic and a representative from Alta Vista
requested the property be made available for persons
interested in touring the property. Karen Stubbe, the
administrator for Dr. Mauer's practice, communicated to
Alta Vista the public areas of the business could be viewed
but the property was not available for touring and referred Alta
Vista to Mauer Vision's legal counsel. Mauer Vision
asserted that under the lease, access was not permitted until
ninety days before the end of the lease term. Alta Vista
asserted it had the right to sell the property and,
therefore, to show the property to potential buyers.
27, 2012, Alta Vista filed a declaratory-judgment action
seeking an interpretation of the commercial lease.
25, 2012, more than six years into the guaranteed
thirteen-year income stream, Brent Dahlstrom and Alta Vista
entered into a purchase agreement for the sale of the
property for $950, 000. The following day, Alta Vista's
attorney provided Mauer Vision documentation of the offer in
connection with the right of first refusal to purchase the
property. Mauer Vision declined to purchase the property for
$950, 000. Dahlstrom took no further action to pursue the
property, including failing to request access to the property
or visit the portions of the building open to the public, and
the transaction did not go forward.
Alta Vista and Mauer Vision filed motions for summary
judgment in the declaratory-judgment action. On February
2013, the district court found the commercial lease
unambiguous and granted summary judgment to Mauer Vision.
21, 2013, Alta Vista agreed to sell the property at issue as
part of a "package deal" to Kyle Hawthorne. Alta
Vista allocated $600, 000 of the total purchase price to the
Mauer Vision property. Alta Vista presented the offer to
Mauer Vision, ...