from the Iowa District Court for Polk County, Robert J.
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.
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.
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.
Facts and Prior Proceedings
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
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.
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.
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.
Scope and Standard of Review
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 ...