from the Iowa District Court for Polk County, Jeffrey D.
corporation appeals and landowners cross-appeal, from a
district court order on claims related to an alleged breach
of a real estate option agreement. AFFIRMED.
A. Critelli of Critelli Law Firm, P.C., Urbandale, for
Michael P. Holzworth, Des Moines, for appellees.
by Vogel, P.J., and Doyle and Bower, JJ.
Homes, Inc., owned and operated by James Postma, appeals a
district court decision denying its breach-of-contract claim.
Antonia and Tom Manolidis cross-appeal the district
court's decision denying their counterclaim for earnest
money. Both Galway and the Manolidises assert the district
court should have awarded attorney's fees. Because Galway
did not make a timely and unqualified manifestation of its
desire to exercise the option agreement, the district court
was correct in finding no breach of the agreement by the
Manolidises. Further, because the option agreement did not
contain language regarding the earnest money if the closing
did not occur, we affirm the district court's ruling
denying the Manolidises' claim. As such, we agree with
the district court's denial of any award of attorney
Background Facts and Proceedings
30, 2013, Galway and the Manolidises entered into an option
agreement for the purchase of approximately nine acres of
undeveloped land that the Manolidises owned in Johnston. The
agreement included the purchase price of $235, 000 and,
pursuant to an addendum, a requirement for Galway to place
$5000 of earnest money into its attorney's trust account.
The addendum also gave Galway a period of ninety days
"following the date of full execution of the purchase
agreement" to perform and complete due diligence on the
property. If Galway had not "purchased all of the
Land" on or by August 30, at 5:00 p.m. the agreement
would automatically terminate. Specifically, the agreement
In the event Purchaser has not purchased all
of the Land on or before at 5:00 p.m., then this agreement
will automatically be extended for one year. In the
event Purchaser has not purchased all of the Land on or by
August 30, at 5:00 p.m., then this Agreement will
automatically terminate and Purchaser will
purchase any remaining Land from Seller at the Purchase
(Strikethrough included in agreement).
Due Diligence: Purchaser shall have a period of
120 90 days following the date of
full execution of the purchase agreement during which to
perform and complete its due diligence on the Property. Such
due diligence shall include but not be limited to:
a) Purchaser obtaining zoning for its intended use of the
Property which is the development of single family
residential lots with a minimum frontage of . . . .
e) Purchaser being satisfied that its intended use is
On or before the expiration of the due diligence period,
Purchaser will have the option to terminate the transaction
and all earnest money then held on deposit shall be returned
sought to amend the Johnston zoning plan for the parcel of
undeveloped land. The current zoning plan required three-acre
lots and, because the undeveloped parcel was only nine acres,
Galway did not consider the development economically feasible
without the amendment. Because of the ongoing rezoning
negotiations between Galway and the City of Johnston, the
Manolidises agreed to extend the option agreement four times.
On October 30, 2013, the parties extended the option to
November 21; on November 19 the option extended to December