from the Iowa District Court for Linn County, Mitchell E.
L.L.C. appeals from an adverse summary judgment ruling.
Matthew L. Preston, Ann C. Gronlund, and David T. Meyers of
Brady Preston Gronlund PC, Cedar Rapids, for appellant.
Richard F. Mitvalsky and Thomas F. Ochs of Gray, Stefani,
& Mitvalsky, P.L.C., Cedar Rapids, for appellee.
by Vaitheswaran, P.J., Mullins, J., and Gamble, S.J. [*]
GAMBLE, SENIOR JUDGE.
L.L.C. (Chipokas) appeals from the district court's
summary judgment ruling in favor of Casey's Marketing
Company (Casey's) interpreting the terms of a lease. We
Facts and Prior Proceedings
is the owner of a parcel of land known as Lot 1 on the corner
of Highway 13 and Mount Vernon Road in Linn County, Iowa.
Chipokas divided Lot 1 into two adjoining parcels, Lot 1A for
development and Lot 1B consisting of undeveloped bare ground.
In 2001, Chipokas entered into a transaction with Nordstrom
Oil Company (Nordstrom) comprised of two separate leases, the
convenience store lease (CSL) and the bare ground lease
(BGL). The CSL provided Chipokas would lease Lot 1A to
Nordstrom for the construction of one of Nordstrom's
HandiMart Food Stores. Under the BGL, Chipokas leased the
adjoining undeveloped ground, Lot 1B, to Nordstrom. The term
of each lease ran to June 30, 2012, and allowed Nordstrom to
renew six times for five-year terms. Section 4.1 of the CSL
also contained the following renewal condition: "The
exercise of any renewal option hereunder shall require the
exercise of the option to renew the [BGL] as defined in
Exhibit D attached hereto."
2006, Casey's and Nordstrom entered into an asset
purchase agreement for thirty-three HandiMart stores,
including the store located on the CSL land. The asset
purchase agreement specifically stated Lot 1B, the subject of
Nordstrom's BGL, was excluded from the assets Casey's
acquired from Nordstrom. Nordstrom entered into an assignment
and assumption of the CSL with Casey's. Casey's did
not take an assignment of the BGL. Chipokas consented to the
assignment of the CSL to Casey's. Chipokas had no
discussions with Nordstrom about the assignment of the CSL.
There were no discussions concerning the BGL. Nordstrom
remained the lessee to the BGL.
2012, Casey's informed Chipokas it wished to exercise its
option to renew the CSL. Casey's clarified it had no
desire to lease the BGL land and believed it had no right to
exercise an option within the CSL to lease the BGL. Nordstrom
did not renew the BGL when it expired in 2012, and it
dissolved at the end of 2012. Ultimately, Chipokas permitted
Casey's to renew the CSL without also entering into the
BGL in 2012.
2016, Casey's again informed Chipokas it wished to
exercise its option to renew the CSL. It did not express any
intention to lease the BGL land. In 2017, Chipokas brought
the instant action for breach of contract and declaratory
judgment claiming Casey's was obligated to renew the BGL
upon renewal of the CSL.
Casey's and Chipokas sought summary judgment in their
favor. The district court initially denied both motions.
However, after Casey's clarified no additional facts
would be disclosed at trial, the district court granted
summary judgment in favor of Casey's. The district court
The court finds on the record before it, with no resistance
from [Chipokas], that there was no conversation between
Chipokas and Casey's in 2006 regarding the expectation of
whether Casey's or [Nordstrom] or neither would be
responsible for the lease of plot 1B. Based on the
court's interpretation of the contract language, as
previously discussed in the order denying summary judgment,
the court finds that BGL and the CSL were separated at the
time that Casey's took by assignment from Nordstrom. At
that point, Casey's had no obligation to renew the BGL
over plot 1B as they had never exercised control over that
plot, nor so intended. The court finds on the basis of the
record before it, taken as complete, summary judgment in
favor of the defendant, Casey's, is appropriate.
Chipokas moved the court to enlarge and amend its order
granting summary judgment. In response, the district court
provided additional analysis supporting its summary ...