from the Iowa District Court for Polk County, Paul D. Scott,
appeals from the district court's post-procedendo order
and denial of its motion to file a supplemental pleading.
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
A. LaMarca and Ryan C. Nixon of LaMarca Law Group, PC, Des
Moines, for appellee.
by Tabor, P.J., and Mullins and Bower, JJ.
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.
Background Facts and Proceedings
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 ...