Alta Vista Properties, LLC v. Mauer Vision Center, Pc
2014 Iowa Sup. LEXIS 95
| Iowa | 2014Background
- Lease (2003) between Mauer Vision Center (tenant) and I4NI (landlord) for commercial building; 15.5-year term. Landlord interest later assigned to Alta Vista (2006).
- Lease provisions at issue: para.12 (SIGNS) permits landlord to post “For Rent/For Sale” signs and requires tenant to permit prospective entrants during last 90 days; para.18 grants tenant "non-exclusive" use; paras.13, 19, 27 authorize landlord to assign, mortgage, or sell the property and give tenant a right of first refusal.
- Alta Vista sought declaratory judgment (2012) that it may show the property to prospective buyers during the lease term; Mauer refused access and moved for summary judgment arguing para.12 limits showings to the final 90 days.
- District court and Iowa Court of Appeals granted summary judgment to Mauer, interpreting para.12 as an exclusive time-limited grant of access; Alta Vista sought further review.
- Iowa Supreme Court reversed: held lease read as a whole implies landlord may show property to prospective buyers at reasonable times during the lease term, subject to minimal interference with tenant’s possession (and HIPAA considerations).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether landlord may enter/show premises to prospective buyers during lease term | Alta Vista: lease (read as whole) implies reasonable right to show property because landlord has express rights to sell, assign, mortgage, and tenant has only "non-exclusive" use | Mauer: para.12 unambiguously limits landlord/ prospective buyer access to the last 90 days only | Held for Alta Vista: para.12 is narrow (signs/marketing near lease end); lease implies landlord may show property at reasonable times during term |
| Whether para.12’s 90‑day clause excludes all other landlord access to show property | Alta Vista: clause addresses signage/marketing near lease end, does not expressly bar other reasonable access | Mauer: expressio unius excludes other times; clause is clear and controlling | Held: expressio unius not dispositive here; context and other clauses limit reading of para.12 as exclusive restriction |
| Whether implied right conflicts with integration clause or requires extrinsic evidence | Mauer: integration clause prevents implying new rights; Alta Vista did not preserve implied-right argument | Alta Vista: implied right is necessary corollary to express sale/mortgage rights; argument preserved | Held: interpretation is permissible as matter of law; implied corollary to express terms allowed despite integration clause; preservation adequate |
| Scope/limits of landlord’s right to show premises | Alta Vista: right is reasonable, temporary, and must accommodate tenant’s occupancy | Mauer: feared harassment and interference with business; emphasized exclusive possession provisions elsewhere | Held: access allowed only at reasonable times, minimally intrusive, subject to tenant’s possession and HIPAA protections where applicable |
Key Cases Cited
- Peak v. Adams, 799 N.W.2d 535 (Iowa 2011) (summary-judgment/contract-interpretation standards)
- Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430 (Iowa 2008) (integrated contract and when interpretation depends on extrinsic evidence)
- Fashion Fabrics of Iowa, Inc. v. Retail Investors Corp., 266 N.W.2d 22 (Iowa 1978) (prefer interpretation giving effect to all contract terms)
- Bagelmann v. First Nat’l Bank, 823 N.W.2d 18 (Iowa 2012) (limits of implied covenant/good-faith claims absent contract term)
- Nat’l Metro. Bank of Wash. v. Judge, 37 A.2d 446 (D.C. 1944) (right to sell includes reasonable right to show premises to buyers)
- Magliocco v. Olson, 762 P.2d 681 (Colo. App. 1987) (landlord’s agent may enter to show premises to prospective tenants without trespass)
- Dromy v. Lukovsky, 161 Cal. Rptr. 3d 665 (Ct. App. 2013) (balancing landlord’s alienability interest and tenant’s quiet enjoyment)