DAVENPORT DEVELOPMENT GROUP LLC and RUHL COMMERCIAL COMPANY, LLC doing business as NAI RUHL COMMERCIAL CO., Plaintiffs-Appellants,
IRREVOCABLE TRUST OF DONALD L. FRANTZ, DATED OCTOBER 22, 2010, Defendant-Appellee.
from the Iowa District Court for Scott County, Marlita 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.
Gellerman, Bettendorf, for appellee.
Considered by Vaitheswaran, P.J., and Tabor and May, JJ.
VAITHESWARAN, Presiding Judge.
development company contends a seller breached certain real
Background Facts and Proceedings
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.
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.
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. 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
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.]"
Development sought expanded findings and conclusions. The
district court denied the motion in its entirety. The court
[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 ...