Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Urbandale Best, LLC v. R & R Real Estate Investors, LLC

Court of Appeals of Iowa

November 7, 2018

URBANDALE BEST, LLC, Plaintiff,
v.
R & R REAL ESTATE INVESTORS, LLC, Defendant-Appellee, and URBANDALE WEST, LLC, Plaintiff-Appellant, and R & R REALTY GROUP, LLC and PMR REALTY GROUP, LLC, Defendants.

          Appeal from the Iowa District Court for Polk County, Paul D. Scott, Judge.

         Plaintiff appeals from the district court's post-procedendo order and denial of its motion to file a supplemental pleading.

          Shari L. Klevens of Dentons U.S. LLP, Washington, D.C., Michael A. Dee and Haley R. Van Loon of Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, PLC, Des Moines, and Lisa Krigsten of Dentons U.S. LLP, Kansas City, Missouri, for appellant.

          George A. LaMarca and Ryan C. Nixon of LaMarca Law Group, PC, Des Moines, for appellee.

          Heard by Tabor, P.J., and Mullins and Bower, JJ.

          MULLINS, Judge.

         Urbandale West, LLC (Urbandale West) appeals the denial of its motion for entry of final judgment and, in the alternative, its motion to file a supplemental petition against R & R Real Estate Investors, LLC (REI). Urbandale West asserts the district court failed to order the enforcement of a default buy-out right as a remedy for REI's breach and abused its discretion in denying its request to file a supplemental petition to include the contractual remedy which allows Urbandale West to buy out REI's interest in the venture.

         I. Background Facts and Proceedings

         This case was previously before our court and we summarized the facts underlying this action as follows:

Since approximately 2006, the Urbandale entities have been joint owners of various real estate development companies with the R & R entities. Two jointly-owned entities are relevant to this matter: Paragon West, LLC and Paragon Best, LLC. Paragon West, formed in 2006, is jointly-owned by Urbandale West and REI with REI serving as the managing member. Paragon Best was also formed in 2006 and is jointly-owned by Urbandale Best and R & R with R & R serving as the managing member.
Paragon West owns real property at the corner of 128th Street and Meredith Drive in Urbandale. The land is divided into multiple parcels. Paragon West's predecessor, 128th Street LLC, sold a portion of one of the parcels, known as the "Dahl's Property" to Foods Inc., prior to the formation of Paragon West. Foods's purchase of the Dahl's Property was subject to a developer agreement that required the parcel to be developed as a grocery and convenience store and included a right of Paragon West to repurchase if Foods failed to do so. Urbandale West was aware of this agreement when it formed Paragon West with REI.
In 2012, Foods informed REI that it was not going to develop the land as a grocery and convenience store, and REI relayed the information to Urbandale West. Thereafter, Paragon West's potential repurchase of the Dahl's Property was discussed in Paragon West's quarterly meetings and listed in Paragon West's monthly marketing reports. In April 2014, Foods informed REI they needed to sell the Dahl's Property within the next thirty days. By this time, the relationship between the Urbandale entities and the R & R entities had deteriorated to the point the R & R entities no longer wanted to acquire land with the Urbandale entities unless they were legally required to.
In May 2014, PMR, an affiliate of REI, made an offer to Foods to purchase the Dahl's Property. PMR and Foods negotiated over the next couple of months, and in June 2014, Foods sold the Dahl's property to PMR. Along with a purchase agreement, the sale included a release, which relieved Foods and its successors and assigns, including PMR, from any obligation to provide Paragon West with a right to repurchase the Dahl's Property.
. . . . At no point prior to the sale did REI inform Urbandale West that another R & R affiliate was in negotiations to purchase the Dahl's Property. In the May and June 2014 monthly reports for Paragon West, REI included the potential Dahl's Property repurchase on the agenda. REI did not disclose that the property had been sold until the July ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.