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Davenport Development Group LLC v. Irrevocable Trust of Frantz

Court of Appeals of Iowa

September 25, 2019

DAVENPORT DEVELOPMENT GROUP LLC and RUHL COMMERCIAL COMPANY, LLC doing business as NAI RUHL COMMERCIAL CO., Plaintiffs-Appellants,
v.
IRREVOCABLE TRUST OF DONALD L. FRANTZ, DATED OCTOBER 22, 2010, Defendant-Appellee.

          Appeal from the Iowa District Court for Scott County, Marlita A. Greve, Judge.

         A developer appeals the ruling of the district court denying its claims. AFFIRMED.

          Bernard J. Hofmann and Matthew C. Holmer of Brooks Law Firm, P.C., Rock Island, Illinois, for appellants.

          Marc Gellerman, Bettendorf, for appellee.

          Considered by Vaitheswaran, P.J., and Tabor and May, JJ.

          VAITHESWARAN, Presiding Judge.

         A development company contends a seller breached certain real estate contracts.

         I. Background Facts and Proceedings

         Davenport Development Group, LLC (Davenport Development) agreed to purchase two commercial properties from companies owned by the Donald L. Frantz Trust (Trust). The purchase agreements were subject to various conditions, including "[c]ourt approval." Davenport Development did not seek or obtain court approval before the closing date, which was extended twice by agreement.

         Six weeks after the closing date, the Trust sold the companies that owned the real estate to Donald Frantz's son, Ronald D. Frantz. The agreement between the Trust and Ronald stipulated that Ronald would "consummate the sale" of the two commercial properties to Davenport Development, "provided that the buyers are still interested in consummating the transactions." The agreement also referred to "a new or amended offer to purchase said properties." The sales of the properties to Davenport Development were not consummated.

         In time, Davenport Development sued the Trust for breach of contract and negligent and fraudulent misrepresentation. Ronald agreed he would hold the trustee of the Trust harmless from Davenport Development's claims.[1] He affirmatively stated the real estate purchase agreements were "subject to Court approval" and there were "numerous defenses . . . that call[ed] into question whether the offers made by Davenport Development . . . [were] enforceable contracts."

         The district court declined to rule as a matter of law that Ronald was bound by his stipulation to "consummate the sales." Following trial, the court found "no breach of the contracts because the contingency of having court approval of the sales was never received." The court further concluded "all of [Davenport Development's] other theories of liability fail[ed.]"

         Davenport Development sought expanded findings and conclusions. The district court denied the motion in its entirety. The court reiterated,

[T]here was NO court approval of the sales prior to or on the day scheduled for the last closing . . . . In addition, there was no request . . . to postpone these sales and reschedule the closing dates to allow the court time to approve the sales. Clearly, [Davenport ...

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