from the Iowa District Court for Kossuth County, David A.
limited liability company appeals the grant of summary
judgment to one of its members on a breach-of-warranty-deed
W. Lipps of Peterson & Lipps, Algona, for appellant.
T. Graham of Graham, Ervanian & Cacciatore, LLP, Des
Moines, and Philip J. Kaplan of Anthony Ostlund Baer &
Louwagie P.A., Minneapolis, Minnesota, for appellee.
Considered by Tabor, P.J., and Mullins and Bower, JJ.
case involves four siblings and the distribution of Kossuth
County farmland by WMG, L.C., their limited liability
company. A company resolution informed members the
distributions were subject to existing liens for real estate
taxes and special assessments. Member Joseph Goche sued WMG
because the warranty deed on his parcel mistakenly
characterized the land as unencumbered. Acknowledging the
inaccuracy, WMG sought reformation of the deed. The district
court refused to reform the deed and granted Joseph's
motion for summary judgment, concluding the resolution
language merged into the terms of the deed. On appeal, WMG
contends Joseph's membership in the company and the
company's clear intent to distribute the land subject to
existing liens calls for reformation of the deed. Finding
WMG's contention legally sound, we reverse the grant of
summary judgment and remand for further proceedings.
Facts and Prior Proceedings
and Mary Goche formed WMG in 1997. Twenty years later,
WMG's members were their four children: Joseph Goche,
Michael Goche, Jeanne Goche-Horihan, and Renee
Afshar. Until spring 2017, WMG owned five tracts
of farmland near Bancroft and Titonka.
February 2017, WMG announced a special meeting. The meeting
notice contained several proposed resolutions, including
removal of Joseph as a manager of the company and a pro rata
distribution of the company's real property to the four
members. The latter resolution proposed, "Members and
Managers acknowledge, consent, and agree that the Parcels
shall be distributed to the Members via warranty deed and
subject to existing liens for real estate taxes and special
assessments . . . ."
special meeting, three of the four members voted to remove
Joseph as a manager. Also during the meeting, three of four
members voted to distribute the farmland by warranty deed to
the members, effective March 2, 2017. Joseph cast the
dissenting vote in both instances.
as manager of WMG, executed the warranty deeds on February
25, 2017. His legal counsel recorded the deeds on March 2.
The warranty deed conveying property to Joseph included the
The grantor hereby coveimits with grantees, and suceessors in
interest, that it holds the real estate by title in fee
simple; that it hag good and lawful authority to sell and
convey the real estate; that the real estate is ftee and
clear of all hens and enjcumbraucefl, except as may be above
stated; and it covenants to Warrant and Defend the real
estate against the lawftil claims of all persons, except as
may be above stated,
grantor's promise that the real estate was "free and
clear of all liens and encumbrances" was inaccurate. The
parties do not dispute the property was actually encumbered
by unpaid property taxes in the amount of $1689 and unpaid
drainage assessments of $31, 572.59. In his ...