S3 Development, LLC v. HGR Investments, Inc., 20-1321

S3 Development formed to acquire land and develop Starbucks locations; in Feb 2017 S3 entered a consulting contract with Todd Raufeisen (on "Raufeisen Development" letterhead) to secure tenants.
Raufeisen used an email signature showing "HGR Investments," but sent messages from an unrelated address and produced letters of intent purporting to be from Starbucks that later proved false.
After Raufeisen disclosed criminal charges and impending prison, he introduced S3 to HGR principals, who later told S3 they would try to secure tenants.
S3 paid fees to Raufeisen under the consulting contract; when leases never materialized S3 sued HGR for breach of contract and fraudulent misrepresentation, alleging Raufeisen was HGR’s agent or HGR ratified his acts.
HGR moved for summary judgment, asserting it was not a party, Raufeisen was not an HGR agent, and HGR did not ratify the contract; the district court granted summary judgment for HGR and S3 appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Raufeisen was HGR’s agent (actual/apparent authority)	Raufeisen’s communications and HGR-related signature block, plus later HGR involvement, create a genuine issue of agency	No evidence HGR conferred authority or held Raufeisen out as agent; contract and payments were to Raufeisen alone	No agency; summary judgment affirmed
Whether HGR ratified the consulting contract by later actions	HGR’s post-disclosure efforts to secure tenants and failure to repudiate imply ratification	Ratification requires knowledge of material facts and intent; no evidence HGR had either or accepted contract benefits	No ratification; summary judgment affirmed
Fraudulent misrepresentation claim predicated on agency/ratification	HGR is liable for fraud through Raufeisen or by ratifying him	Without agency or ratification, HGR cannot be liable for Raufeisen’s misrepresentations	Claim fails for lack of agency/ratification; summary judgment affirmed
Whether summary judgment decision was premature due to ongoing discovery	S3 sought continuance for additional discovery and depositions	S3 did not renew motion or specify needed discovery; did not preserve the issue on appeal	Not preserved; appellate review declined on prematurity argument

Peak v. Adams, 799 N.W.2d 535 (Iowa 2011) (summary judgment standard and drawing inferences for nonmoving party)
Frontier Leasing Corp. v. Links Eng’g, LLC, 781 N.W.2d 772 (Iowa 2010) (apparent authority depends on principal’s conduct toward third parties)
Hendricks v. Great Plains Supply Co., 609 N.W.2d 486 (Iowa 2000) (definitions of actual and apparent authority)
Magnusson Agency v. Pub. Entity Nat’l Co.-Midwest, 560 N.W.2d 20 (Iowa 1997) (apparent authority determined by principal’s actions)
Life Invs. Ins. Co. of Am. v. Estate of Corrado, 838 N.W.2d 640 (Iowa 2013) (elements and limits of ratification; acceptance of benefits factor)
Abodeely v. Cavras, 221 N.W.2d 494 (Iowa 1974) (requirements for ratification of agent’s unauthorized acts)
Fort Dodge Creamery Co. v. Commercial State Bank, 417 N.W.2d 245 (Iowa Ct. App. 1987) (failure to repudiate and knowledge required for agency-related assertions)
Meier v. Senecaut, 641 N.W.2d 532 (Iowa 2002) (preservation of issues for appellate review)