Robert F. Colwell Jr. v. MCNA Insurance Company and Managed Care of North America, Inc. d/b/a MCNA Dental and MCNA Dental Plans, 20-0545

Background

MCNA (Managed Care of North America) contracted with Dr. Robert Colwell to provide dental services to adult Iowa Medicaid participants as a network provider.
The provider contract (Article X) set an initial one-year term and provided for automatic one-year renewals; Article X, §2 enumerated specific termination rights (e.g., 90-day notice, 30-day cure for material breach, immediate termination for specified events).
After three years, MCNA sent Colwell a "notice of non-renewal." Colwell sued for a temporary injunction and asserted breach of contract, breach of the covenant of good faith and fair dealing, and tortious interference. The district court enjoined MCNA and later found MCNA breached the contract.
The crux of the dispute was contract interpretation: whether an unenumerated right of "non-renewal" exists apart from the termination mechanisms listed in Article X, §2.
MCNA argued the automatic-renewal language necessarily implies a right not to renew; Colwell argued the contract provided only the enumerated termination methods.
The Iowa Supreme Court affirmed the district court, concluding the contract did not authorize termination by non-renewal and therefore MCNA breached the contract; the Court did not reach the other statutory or regulatory issues.

Issues

Issue	Plaintiff's Argument (Colwell)	Defendant's Argument (MCNA)	Held
Whether the provider contract permits termination by a notice of non-renewal at the end of a term	No — the contract’s automatic-renewal plus the express termination provisions mean termination is only by the listed methods	Yes — automatic one-year renewals imply a reciprocal right to decline renewal; otherwise renewal language is meaningless	Held: No non-renewal right; termination only by §2 methods (court reads "notwithstanding the foregoing" as preserving termination provisions)
Whether other contract text (headings, clauses referencing "non-renewal," e.g., disparagement clause) creates or implies a non-renewal right	References do not create an affirmative non-renewal right; such language can mean "as applicable"	References to "non-renewal" in other sections show the parties contemplated non-renewal	Held: References do not supply a separate non-renewal right; headings cannot override parties’ stated interpretive rule
Whether public-policy or MCNA’s contract with the State requires implying a non-renewal right for network management	Implied right not necessary; parties’ contract controls	Public-policy and state contract duties (cost control, network management) require flexibility to non-renew providers	Held: Court refuses to rewrite contract on public-policy grounds; record doesn’t show compelling cost basis to imply such a right
Whether MCNA’s actions fit any enumerated termination ground in Article X, §2	Termination must comply with §2 (Colwell argued MCNA didn’t meet any §2 ground)	MCNA did not assert termination under §2 (relied on alleged non-renewal right)	Held: MCNA conceded it did not terminate under §2; court affirmed breach on non-renewal ground without reaching §2 application

Key Cases Cited

Krause v. Krause, 589 N.W.2d 721 (Iowa 1999) (standard for reviewing contract interpretation as a legal question)
Peak v. Adams, 799 N.W.2d 535 (Iowa 2011) (interpretation reviewed as a legal issue absent reliance on extrinsic evidence)
Martin v. Waterloo Cmty. Sch. Dist., 518 N.W.2d 381 (Iowa 1994) (distinguishing statutes/contracts that provide a single one-year renewal from those that automatically renew indefinitely)
Fed. Land Bank of Omaha v. Bollin, 408 N.W.2d 56 (Iowa 1987) (principle of giving effect to every contract term)
Alta Vista Props., LLC v. Mauer Vision Ctr., PC, 855 N.W.2d 722 (Iowa 2014) (when courts may imply contract terms from contract language)
Gansen v. Gansen, 874 N.W.2d 617 (Iowa 2016) (illustrating that contracts with non-renewal rights commonly specify notice deadlines)