Curt Daniels Vs. John Holtz Wsh Properties Llc Navajo Associates, Llc, John Does And Jane Roes 1

Daniels appeals after the district court granted summary judgment upholding the sheriff’s sale of ICC stock.
Sale conducted under Iowa Code § 626.93 with three appraisals by householder-appraisers chosen for ICC.
ICC’s main asset was Lucas County farmland valued variously by appraisers (Sims, Henrichsen, Shelton) with tax considerations.
Holtz bid through Hunters Retreat; Branstad initially bid, then reduced bidding after purported discouragement and alleged partnership offer.
Daniels alleged fraud, unfairness, and collusion; court remanded on issues of sale irregularity and potential prejudice.
Court ultimately held no blanket rule mandating discounting capital gains tax but remanded for trial on possible interference effects.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Just appraisement validity under §626.93	Daniels argues tax-discounted value is unjust.	Defendants contend asset-based valuation with tax discount is proper.	No genuine issue; discounting tax liability permissible under asset-based approach.
Disinterested status of Shelton	Shelton lacked disinterestedness due to potential future purchase interest.	Shelton’s limited interest did not compel vacation of sale.	Shelton not shown to have disqualifying pecuniary interest; no basis to vacate sale.
Interference at the sale and prejudice	Holtz’s conduct chilled bidding and tainted the sale.	Price exceeded Sims appraisal; conduct not shown to prejudice sale.	Genuine issue of material fact; remand for trial on whether interference caused a lower sale price.
Motion to amend petition	Proposed counts allege deception/collusion and professional-responsibility violations.	Amendment would reiterate already-dismissed theories; court should deny.	District court did not abuse discretion; denial affirmed regarding the proposed counts.

Buter v. Slattery, 212 Iowa 677 (Iowa 1931) (sale set aside for oppression when price is grossly inadequate)
In re Food Barn Stores, Inc., 107 F.3d 558 (8th Cir. 1997) (fraud/unfairness or misstep can justify setting aside a sale)
In re Chung King, Inc., 753 F.2d 547 (7th Cir. 1985) (separate bases for setting aside sale: gross inadequacy or fraud/mistake)
Cocks v. Izard, 74 U.S. 559 (1868) (equity intervenes to protect fair sale price when interference depresses bidding)
Gelfert v. National City Bank of N.Y., 313 U.S. 221 (1941) (equity may set aside sale when bidding is chilled or unfair)
In re Marriage of Friedman, 466 N.W.2d 689 (Iowa 1991) (stock valuation in divorce should not automatically discount tax consequences absent sale imminent)
Estate of Jelke v. Comm’r, 507 F.3d 1317 (11th Cir. 2007) (asset-based valuation may account for capital gains tax; tax later realization considered)
Dunn v. Comm’r, 301 F.3d 339 (5th Cir. 2002) (asset-based valuation may discount capital gains tax liability)
National Oil & Gas, Inc. v. Gingrich, 716 N.E.2d 491 (Ind. Ct. App. 1999) (consideration of sale circumstances in evaluating sheriff’s sale outcome)