John P. Pavone and Signature Management Group, L.L.C. Vs. Gerald M. Kirke and Wild Rose Clinton, L.L.C.
807 N.W.2d 828
| Iowa | 2011Background
- Oct. 22, 2004 agreement between SMG and Wild Rose outlined future casino development/management rights and a 5A/3A framework
- May 11, 2005 IRGC license awarded to Wild Rose for Ottumwa/Emmetsburg project; later contingencies not satisfied
- May 24, 2005 termination letter purportedly terminating the October agreement and invoking final invoicing through May 11, 2005
- June 2006 Clinton license awarded; SMG did not negotiate Clinton management despite repudiation
- March 31, 2006 SMG filed Emmetsburg action alleging breach; August 2008 SMG filed Clinton action; August 2007 jury awarded $10 million in Emmetsburg action
- District court granted summary judgment on claim preclusion; appeals court affirmed; Supreme Court affirmed dismissal of Clinton action
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Repudiation exists for October agreement | SMG argues termination letter is ambiguous | Wild Rose says letter unambiguously repudiates contract | Unambiguous repudiation established |
| Whether repudiation was total and terminated all obligations | repudiation as to all rights including Clinton | termination letter targeted entire agreement | Total repudiation found as a matter of law |
| Whether there was a retraction of repudiation | SMG argues Wild Rose later expressed willingness to negotiate | Email did not retract repudiation, only conditional negotiations | No valid retraction shown |
| Claim preclusion bars Clinton action | Clinton action should not be barred since different entity; new damages | Same contract; same damages; split of action barred | Barred by claim preclusion |
| Whether §611.19 allows Clinton action post-Emmetsburg action | Section 611.19 applies to new causes arising after former action | No new cause; damages stem from breach of original contract | Inapplicable; Clinton action barred |
Key Cases Cited
- Pavone v. Kirke, 801 N.W.2d 477 (Iowa 2011) (affirmed $10 million Emmetsburg damages; relevant to repudiation/merger concepts)
- Lane v. Crescent Beach Lodge & Resort, Inc., 199 N.W.2d 78 (Iowa 1972) (anticipatory breach requires definite repudiation)
- Conrad Bros. v. John Deere Ins. Co., 640 N.W.2d 231 (Iowa 2001) (repudiation must be sufficiently positive to show breach will occur)
- Bennett v. MC #619, Inc., 586 N.W.2d 512 (Iowa 1998) (claim preclusion; final judgment bars later actions on adjudicated claim)
- Arnevik v. Univ. of Minn. Bd. of Regents, 642 N.W.2d 315 (Iowa 2002) (elements of claim preclusion; privity and final judgment required)
- Iowa Coal Mining Co. v. Monroe County, 555 N.W.2d 418 (Iowa 1996) (same cause of action and overlap of evidence; test for preclusion)
- Penn v. Iowa State Bd. of Regents, 577 N.W.2d 393 (Iowa 1998) (scope of claim preclusion; all issues arising from the claim must be litigated)