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West Lakes Properties, L.C. v. Greenspon Property Management, Inc.

Court of Appeals of Iowa

September 27, 2017

WEST LAKES PROPERTIES, L.C., Plaintiff-Appellee,
v.
GREENSPON PROPERTY MANAGEMENT, INC., Defendant-Appellant.

         Appeal from the Iowa District Court for Polk County, Robert J. Blink, Judge.

         Greenspon Property Management, Inc., appeals from a district court order on summary judgment finding its right of first refusal unenforceable under Iowa Code section 614.17A (2016).

          Timothy C. Hogan and Courtney I. Schultz of Hogan Law Office, Des Moines, for appellant.

          Nathan J. Barber and Stephen H. Locher of Belin McCormick, P.C., Des Moines, for appellee.

          Considered by Potterfield, P.J., and Tabor and McDonald, JJ.

          TABOR, JUDGE.

         Nearly twenty years after granting Greenspon Property Management, Inc., a right of first refusal to purchase real estate in Urbandale, property owner West Lakes Properties, L.C., initiated an action to quiet title, asking the district court to declare Greenspon's right void under Iowa Code section 614.17A (2016). The district court granted West Lakes' motion for summary judgment, reasoning the right of first refusal was no longer enforceable because Greenspon failed to follow the statutory recording requirements. Greenspon challenges the district court's order on two grounds, contending: (1) section 614.17A applies only to claims against real estate and cannot invalidate a claim arising under contract and (2) inequities result from applying section 614.17A to the facts of this case. Because the right of first refusal is an interest in real estate within the meaning of section 614.17A and we may not overlook the language of the governing statute, we affirm the ruling of the district court.

         I. Facts and Prior Proceedings

         The relevant facts are not in dispute. In early 1997, Greenspon entered into an agreement to purchase an undeveloped parcel of land in Urbandale from West Lakes. An addendum to the purchase agreement provided Greenspon with the right of first refusal to purchase a portion of an adjacent lot. Greenspon recorded notice of both the sale and the right of first refusal with the Polk County Recorder's Office shortly thereafter. The right-of-first-refusal notice provided that upon receiving and accepting "a bona fide offer for the sale of any or all" of the subject property, West Lakes would be required to present the offer to Greenspon, which would have twenty days to purchase the property under the same terms.

         In the ensuing years, West Lakes remained the record title holder to the adjacent lot, and Greenspon had no opportunity to exercise its right of first refusal.

         On April 11, 2016, West Lakes filed a petition in equity to quiet title to the adjacent lot, alleging Greenspon had not filed a verified claim under Iowa Code section 614.17A on or before ten years after the original filing of the right-of-first-refusal notice and asking the district court to find Greenspon "is forever barred and estopped from having or claiming any right, title, or interest to or in" the property. In an answer filed on May 24, Greenspon admitted it had not filed a verified claim under section 614.17A, but it denied its right of first refusal was void or unenforceable.

         Just over two weeks later, West Lakes filed a motion for summary judgment. While Greenspon did not file its own motion for summary judgment, its counsel asserted at the summary judgment hearing: "Both sides really feel it's a legal issue." Following the hearing, the district court granted West Lakes' motion. Greenspon now appeals.

         II. Scope and Standard of Review

         Because actions for quiet title lie in equity, our review is generally de novo. See Garrett v. Huster, 684 N.W.2d 250, 253 (Iowa 2004). But "[r]eview of a case in equity resulting in summary judgment is for correction of errors at law." Keokuk ...


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