Alta Vista Properties, L.C. v. Mauer Vision Center, P.C.
16-1897
| Iowa Ct. App. | Aug 16, 2017Background
- Alta Vista bought commercial property leased to Mauer Vision in 2006; the lease included a right of first refusal for Mauer Vision and substantial remaining guaranteed rent.
- Alta Vista listed the property for sale in 2012; broker Sulentic sought access to show the premises but Mauer Vision (through office administrator Stubbe) refused showings and directed inquiries to counsel, citing lease limits on access.
- On July 25, 2012 Alta Vista entered a purchase agreement with Dahlstrom for $950,000; Alta Vista notified Mauer Vision of the offer the next day under its right of first refusal; Mauer Vision declined.
- Dahlstrom did not pursue inspections and withdrew the offer; Alta Vista later sold the property as part of a package and allocated $600,000 to the Waverly property; Mauer Vision exercised its right of first refusal and bought it for $600,000.
- The Iowa Supreme Court later held the lease granted Alta Vista the right to temporary access at reasonable times to show prospective purchasers, but access must be exercised reasonably and minimize interference with Mauer Vision’s possession (including HIPAA concerns).
- Alta Vista sued for breach of contract for denial of access on July 25, 2012 and sought damages for lost sale; the district court found Alta Vista failed to prove Mauer Vision denied access after the Dahlstrom offer or that any denial caused Dahlstrom’s withdrawal, and entered judgment for Mauer Vision; the court of appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Mauer Vision breached the lease by denying access to prospective buyers on/after July 25, 2012 | Alta Vista: Supreme Court already determined access was denied; that establishes breach and causation for lost $950,000 sale | Mauer Vision: Any refusal occurred before the Dahlstrom offer; Alta Vista did not request access after the offer and presented no evidence of a post-offer denial or causation | Court: No breach proved — evidence shows refusal predated the signed offer and Alta Vista failed to show a post-offer denial that caused damages |
| Whether the Supreme Court’s prior interpretation precludes relitigation of breach here (issue preclusion) | Alta Vista: Supreme Court’s decision that access was denied conclusively establishes breach | Mauer Vision: Prior opinion merely interpreted lease rights; it did not decide breach or causation for this later claim | Court: No issue preclusion — prior opinion interpreted lease rights but did not resolve breach/cause-of-action here |
| Whether Alta Vista proved causation and damages (lost $950,000 sale vs. actual sale at $600,000) | Alta Vista: Denial of access caused Dahlstrom to withdraw, producing damages equal to the difference | Mauer Vision: Alta Vista produced no evidence that lack of access after signing caused withdrawal or that past refusals substitute for a new, damaging breach | Court: Alta Vista failed to prove causation; damages must flow naturally from an actionable breach occurring after the offer was made |
| Whether trial court findings are supported by substantial evidence | Alta Vista: Trial findings are erroneous and unsupported | Mauer Vision: Credibility and evidence support trial findings that no post-offer denial occurred and Alta Vista did not request access after referral to counsel | Court: Findings are supported by substantial evidence and entitled to deference; judgment affirmed |
Key Cases Cited
- Alta Vista Props., L.L.C. v. Mauer Vision Ctr., P.C., 855 N.W.2d 722 (Iowa 2014) (lease interpretation: landlord may show property to prospective buyers at reasonable times, subject to minimizing interference)
- Am. Family Mut. Ins. Co. v. Allied Mut. Ins. Co., 562 N.W.2d 159 (Iowa 1997) (factors for issue preclusion)
- Meyer v. Nottger, 241 N.W.2d 911 (Iowa 1976) (damages must naturally arise from the breach)
- Land O’Lakes, Inc. v. Hanig, 610 N.W.2d 518 (Iowa 2000) (standard: appellate deference to trial court fact findings supported by substantial evidence)
- Hills Bank & Tr. Co. v. Converse, 772 N.W.2d 764 (Iowa 2009) (effect of vacating an opinion on precedential weight)