829 N.W.2d 18
Iowa
2013

BARTLETT GRAIN COMPANY, LP, Appellant, v. Steven Carl SHEEDER and Maureen Jeanette Pace, Appellees.

No. 12-0790.

Supreme Court of Iowa.

April 5, 2013.

Rehearing Denied April 23, 2013.

MANSFIELD, Justice.

Erin C. Herbold, Mark C. Feldmann, and Eldon L. McAfee of Beving, Swanson & Forrest, P.C., Des Moines, for appellant. David L. Leitner of Leitner Law Office, West Des Moines, for appellees. Douglas E. Gross, Adam C. Gregg, and Jonathan M. Gallagher of Brown, Winick, Graves, Gross and Schoenebaum, P.L.C., Des Moines, for amicus curiae Agribusi￾ness Association of Iowa. Judd N. Kruse of Kruse & Dakin, L.L.P., Des Moines, and Marc L. Fleisc￾haker, Donald C. McLean, and Jennifer S. Allen of Arent Fox LLP, Washington, D.C., for amicus curiae National Grain and Feed Association. MANSFIELD, Justice. Is there an enforceable agreement to arbitrate if two parties agree over the phone to a sale of grain and later confirm that agreement with a signed, written doc￾ument containing an arbitration clause that was not part of the phone conversation? That is the question we must answer in this case. Bartlett Grain Co. (Bartlett) appeals the district court’s denial of its application to confirm an arbitration award against Steven Sheeder. Because the parties signed final, written documents that included arbitration claus￾es, we conclude valid agreements to arbi￾trate existed. Accordingly, we reverse the district court’s order with directions to confirm the arbitration award in favor of the grain buyer. I. Facts and Procedural Back- ground. In 2010, Steven Sheeder entered into eight oral agreements with Bartlett for the sale of a total of 155,000 bushels of corn to be delivered at various future dates. Sheeder stated in an affidavit that “[t]he only terms of the oral contract were price and quantity and anticipated delivery date. No other terms were discussed or agreed upon.” Following each of the oral agreements, Bartlett sent to Sheeder a two-page “Pur￾chase Confirmation” for both parties to sign. It is undisputed that both Sheeder and Bartlett signed the confirmations. All were identical, except for variations in price, quantity, and delivery dates. The quantity ranged from 10,000 to 45,000 bushels; the price from $8.77 to $4.26 per bushel. The delivery dates were in 2011, generally after the 2011 harvest. Each of these two-page documents contained the following statement on the first page: THE LAW RECOGNIZES TELE- PHONE TRANSACTIONS TO BE LE- GALLY BINDING. CONTRACTS ARE SENT TO CONFIRM PHONE CONVERSATIONS, ENSURING THAT BOTH PARTIES UNDER- STAND THE TERMS, AND AS A MATTER OF RECORD. PLEASE REVIEW THIS CONFIRMATION AND NOTIFY BARTLETT IF THERE ARE ANY TERMS YOU DO NOT UNDERSTAND OR THAT MAY BE IN ERROR. ... PLEASE SIGN AND RETURN ONE COPY IMMEDIATELY UPON RECEIPT. Just below that appeared the signatures of Sheeder and a Bartlett representative. Page two began with an introductory paragraph: Bartlett is sending you this document to confirm its Contract to purchase grain, feed or feed ingredients according to the terms set forth on both sides of this document. Failure to advise Bartlett immediately of any discrepancies, objec- tions to or disagreement with this confir- mation of the terms constitutes accep- tance of those terms. There then followed various terms, num- bered 1 through 16, relating to the sale of grain. The first term—the subject of this appeal— read as follows: 1. NGFA Trade and Arbitration Rules. Unless otherwise provided herein, this Contract is subject to the Trade Rules of the National Grain Feed Association (NGFA) current on the date of this Con- tract, which rules are incorporated here in by reference. All disputes RELAT- ING to Contract creation, performance and liability will be arbitrated according to the Arbitration Rules of the NGFA. The decision and award of the NGFA arbitrators will be final and binding on both parties. Judgment upon an NGFA arbitration award may be entered and enforced in any court of competent juris- diction. Copies of the NGFA Trade and Arbitration Rules are available from Buyer or from www.ngfa.org. The next term contained an integration clause that stated: “2. Final and Complete Agreement. This contract represents the final, complete and exclusive statement of agreement between the parties.” On or about April 19, 2011, Bartlett maintains that it discovered “reasonable grounds for insecurity” as to whether Sheeder was going to perform the con- tracts by delivering grain at the contracted prices. See Iowa Code § 554.2609(1) (2011); Top of Iowa Coop. v. Sime Farms, Inc., 608 N.W.2d 454, 466-68 (Iowa 2000) (discussing a grain buyer’s reasonable grounds for insecurity). Accordingly, Bartlett requested adequate assurance of performance. See Iowa Code § 554.2609(1). Allegedly, Sheeder did not provide such assurance and thereby repu- diated the contracts. See id. § 554.2609(4). Bartlett thereafter initi- ated an NGFA arbitration to recover dam- ages from Sheeder for breach of the con- tracts. When Sheeder failed to respond to this letter, the NGFA, on October 5, entered a default judgment for Bartlett in the May amount of $406,475, the sum calculated by Bartlett as due for breach of the eight contracts.2 Pursuant to NGFA arbitration rules, Bartlett filed a complaint with the NGFA against Steven Sheeder on May 19.1 The NGFA responded by sending Bartlett an arbitration services contract, which Bart- lett executed and returned with the re- quired arbitration fee. Meanwhile, the NGFA sent by certified mail a notice letter to Sheeder that included copies of Bart- lett’s complaint and attachments, the NGFA trade rules, and the NGFA arbitra- tion rules. Sheeder signed for this mailing on June 20. After receiving the signed arbitration services contract and fee from Bartlett, the NGFA sent the same contract by FedEx to Sheeder asking him to execute it and pay his fee within fifteen days as required by NGFA arbitration rules. Sheeder failed to respond to this letter. A follow- up FedEx mailing by the NGFA to Sheed- er in July also drew no response. Finally, on August 4, the NGFA sent Sheeder yet another FedEx letter asking him once more to sign the arbitration contract and pay the required fee within fifteen days. This letter warned, Based upon the lack of any response from you thus far, we must anticipate that you do not intend to respond. This is our last attempt to elicit a response from you. A default judgment may be entered against you at any time, which the Plaintiff may enforce in a court of law. Where a party fails to pay the arbitration service fee and/or fails to execute the con- tract for arbitration, the National Secretary may without further submissions by the parties enter a default judgment or such other relief as the National Secretary deems appropriate. NGFA Trade Rules & Arbitration Rules, Arbi- tration Rule § 5(e) (2011). On November 15, 2011, Bartlett filed an application with the Montgomery County District Court for confirmation of the arbi- tration award. Sheeder filed a resistance to the application on January 23, 2012. He argued there were no written agreements to arbitrate, and, alternatively, the pur- ported agreements to arbitrate were un- conscionable. After receiving the signed arbitration services contract and fee from the NGFA, the NGFA sent the same contract by FedEx to Sheeder asking him to execute it and pay his fee within fifteen days as required by NGFA arbitration rules. Sheed- er failed to respond to this letter. A follow- up FedEx mailing by the NGFA to Sheed- er in July also drew no response. Finally, on August 4, the NGFA sent Sheeder yet another FedEx letter asking him once more to sign the arbitration contract and pay the required fee within fifteen days. This letter warned, Where a party fails to pay the arbitration service fee and/or fails to execute the con- tract for arbitration, the National Secretary may without further submissions by the parties enter a default judgment or such other relief as the National Secretary deems appropriate. NGFA Trade Rules & Arbitration Rules, Arbi- tration Rule § 5(e) (2011). On November 15, 2011, Bartlett filed an application with the Montgomery County District Court for confirmation of the arbi- tration award. Sheeder filed a resistance to the application on January 23, 2012. He argued there were no written agreements to arbitrate, and, alternatively, the pur- ported agreements to arbitrate were un- conscionable. Following a hearing, the district court ordered on March 23, 2012, that Bartlett’s application for confirmation of the award be denied. The court concluded there was no enforceable agreement between the parties to arbitrate. Bartlett now appeals. It contends that Sheeder agreed to arbitrate when he exe- cuted the confirmations and that his agree- ments to arbitrate are not unconscionable. II. Scope of Review. This is an appeal from an order denying confirmation of an arbitration award. Iowa Code section 679A.17(2) pro- vides that such an “appeal shall be taken in the manner and to the same extent as from orders or judgments in a civil action.” Accordingly, we review the district court’s judgment here for errors at law. See $99 Down Payment, Inc. v. Garard, 592 N.W.2d 691, 693 (Iowa 1999). III. Legal Analysis. A. Was There an Agreement to Arbitrate? Iowa law favors arbitration. $99 Down Payment, 592 N.W.2d at 694. “Arbitration avoids the expense and delay generally associated with traditional civil litigation, and draws on experts in the specific area of the dispute to resolve the matter.” Id. Hence, “every reasonable presumption will be indulged in favor of the legality of an arbitration award.” Humphreys v. Joe Johnston Law Firm, P.C., 491 N.W.2d 513, 514 (Iowa 1992). Nonetheless, the court must make two threshold determinations before en- forcing an arbitration award: “whether there is a valid agreement to arbitrate and ... whether the controversy alleged is em- braced by that agreement.” Lewis Cent. Educ. Ass’n v. Lewis Cent. Cmty. Sch. Dist., 559 N.W.2d 19, 21 (Iowa 1997). Here, the dispute centers on the former determination. These elements are present in the written confirmations that contained the arbitra- tion clauses. Both parties signed the con- firmations, and they imposed reciprocal obligations on both parties. Hence, the basic prerequisites for an enforceable writ- ten agreement have been met. Sheeder argues that the original oral agreements were the only binding con- tracts and that the documents later signed by both parties were merely “confirma- tions” without legal effect.4 Yet, he has the law backwards. Iowa Code section 554.2202 states, in relevant part: Terms with respect to which the con- firmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evi- dence of any prior agreement or of a contemporaneous oral agreement.... Thus, section 554.2202 indicates that a pri- or oral agreement cannot be used to con- tradict terms “set forth in a writing in- tended by the parties as a final expression of their agreement with respect to such terms as are included therein.” Cf. Iowa Code § 554.2202(2) (excluding even “consistent additional terms” when the writing was “intended also as a complete and exclusive statement of the terms of the agree- ment“—i.e., a full integration). See also 1 James J. White, et al., Uniform Commer- cial Code § 3:14 (6th ed.2012) (stating that “even if the judge decides that the writing is not complete and exclusive, yet decides that it is a final written expression as to some terms, evidence of contradictory pri- or or contemporaneous terms may not be admitted“). We have no doubt this record shows that the confirmations were intended as a final expression of at least the terms contained therein. The second page began, “Bartlett is sending you this document to confirm its Contract to purchase grain, feed or feed ingredients according to the terms set forth on both sides of this document. Fail- ure to advise Bartlett immediately of any discrepancies, objections to or disagree- ment with this confirmation of the terms constitutes acceptance of those terms.” The first page also advised the seller to “REVIEW THIS CONFIRMATION AND NOTIFY BARTLETT IF THERE ARE ANY TERMS YOU DO NOT UNDER- STAND OR THAT MAY BE IN ER- ROR.” Although Sheeder contends the written confirmations “contained clauses and provisos not included within the [oral] contract,” he did not object to any of those clauses and provisos, but instead signed and returned each written confirmation. The only item in the record approaching “an unequivocal denial that the agree- ment to arbitrate was made” is T & R’s assertion that it believed the telephone conversations with Continental’s agent constituted the real contracts and that the subsequently exchanged signed con- firmation slips cannot modify or add es- sential terms. This argument is con- trary to the universally prevailing rule that, absent allegations of misrepresen- tation, fraud, or deceit, one who exe- cutes a written contract is bound by its terms. This court has expressly held that this principle applies to prevent a written party from avoiding the effect of his written acceptance of a contract which expressly, above his signature, on the face of the contract, incorporates the provisions on the reverse side including promises to arbitrate. Id. at 1278 (emphasis added). According- ly, the Fifth Circuit held, as a matter of law, that an enforceable agreement to par- ticipate in NGFA arbitration existed. In another instructive case, a farmer agreed to sales of corn over the phone while later signing purchase and confirma- tion forms that included NGFA arbitration clauses. Andersons, Inc. v. Horton Farms, Inc., 166 F.3d 308, 313 (6th Cir.1998). When the farmer later sought to avoid arbitration, the Sixth Circuit reject- ed the farmer’s argument that this was a “Battle of the Forms” issue. Id. at 326. Instead, it found that by signing each and every written “Pur- chase Contract and Confirmation,” Hor- ton Farms expressly assented to the additional terms, material or not. ... Mr. Horton received the document, sup- posedly read it, and signed it on behalf of Horton Farms, thereby affirmatively agreeing to the terms contained therein. Id. The Sixth Circuit also rejected the argument that the farmer could avoid the effect of the arbitration clause because it “did not read it or thought that its terms were different.” Id. at 326-27; see also Peak v. Adams, 799 N.W.2d 535, 543 (Iowa 2011) (noting that “[i]t is well-settled that failure to read a contract before signing it will not invalidate the contract” (citation and internal quotation marks omitted)). Citing McCubbin Seed Farm, Inc. v. Tri-Mor Sales, Inc., 257 N.W.2d 55 (Iowa 1977), Sheeder argues that written confir- mations are meant to satisfy the UCC statute of frauds and do not by themselves prove the existence of a contract. Howev- er, McCubbin is inapposite here. It in- volved a confirmatory memorandum sent by one party, and never answered by the other. See McCubbin, 257 N.W.2d at 56, 59. That scenario, we pointed out in McCubbin, is recognized in Iowa Code sec- tion 554.2201 as a potential exception to the statute of frauds. Id. at 58. Yet we noted, “Nothing in the section makes a written confirmation binding on either par- ty, simply because it is not responded to.” Id. We elaborated, “To be sure, the writing may be very useful evidence against its author, or against its recipient under the merchant rule; but the contract must nonetheless be proved by the one alleging it.” Id. McCubbin is simply not on point. This is not a case where a merchant sent a written confirmation and heard nothing back. Both parties signed the confirma- tion. The writing signed by both parties itself establishes the existence of a con- tract. Finally, the UCC rule on modifications leads us to the same conclusion that Bart- lett and Sheeder entered into written agreements to arbitrate. Assuming that the parties initially entered into binding oral agreements that did not include arbi- tration clauses, those agreements were modified by the later signed writings. See Iowa Code § 554.2209(1) (recognizing con- tract modifications and stating that “[a]n agreement modifying a contract within this Article needs no consideration to be bind- ing“). The Sixth Circuit addressed this issue on nearly identical facts in Andersons. As an initial matter, we note that un- der Michigan law, a sales contract may be modified without additional consider- ation. Thus, Horton Farms’ contention that the preexisting oral contracts did not include an agreement to arbitrate does not resolve this matter. Andersons, 166 F.3d at 326 (internal cita- tion omitted). B. Is the Agreement to Arbitrate Un- conscionable? Sheeder has also urged that even if an agreement to arbitrate existed, it was nonetheless unenforceable on account of its unconscionability. See Iowa Code § 679A.1(1) (stating that a writ- ten agreement to arbitrate shall not be enforced when “grounds exist at law or in equity for the revocation of the written agreement“); see also id. § 554.2302(1) (“If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remain- der of the contract without the unconscion- able clause, or it may so limit the applica- tion of any unconscionable clause as to avoid any unconscionable result.“). There are two generally recog- nized components of unconscionability: procedural and substantive. The former includes the existence of factors such as “sharp practices[,] the use of fine print and convoluted language, as well as a lack of understanding and an inequality of bar- gaining power.” C & J Vantage, 795 N.W.2d at 80 (quoting C & J Fertilizer, Inc. v. Allied Mut. Ins. Co., 227 N.W.2d 169, 181 (Iowa 1975)). “However, the doctrine of uncon- scionability does not exist to rescue parties from bad bargains.” Id.; see also Home Fed. Sav. & Loan Ass’n of Algona v. Campney, 357 N.W.2d 613, 619 (1984) (quoting com- ment 1 to this section of the UCC, which provides that “[t]he principle is one of the prevention of oppression and unfair sur- prise ... and not ... disturbance of allocation of risks because of superior bargaining pow- er“). There are two generally recog- nized components of unconscionability: procedural and substantive. The former includes the existence of factors such as “sharp practices[,] the use of fine print and convoluted language, as well as a lack of understanding and an inequality of bar- gaining power.” C & J Vantage, 795 N.W.2d at 80. In determining whether a contract is unconscionable, we examine factors of “assent, unfair surprise, notice, disparity of bargaining power, and substantive unfair- ness.” Id. (quoting C & J Fertilizer, Inc. v. Allied Mut. Ins. Co., 227 N.W.2d 169, 181 (Iowa 1975)). “However, the doctrine of unconscionability does not exist to rescue parties from bad bargains.” Id.; see also Home Fed. Sav. & Loan Ass’n of Algona v. Campney, 357 N.W.2d 613, 619 (1984) (quoting comment 1 to this section of the UCC, which provides that “[t]he principle is one of the prevention of oppression and unfair surprise ... and not ... disturbance of allocation of risks because of superior bar- gaining power“). Sheeder argued below that he had no bar- gaining power compared to the “corporate giant” Bartlett.5 But Sheeder did not deny he could have sought out other buy- ers. Grain is a commodity. See C & J Vantage, 795 N.W.2d at 81 (rejecting an unconscionability claim where “[t]here is no evidence of unequal bargaining power between the parties or a lack of under- standing on the part of Lake MacBride.“); see also Andersons, 166 F.3d at 324 (re- jecting a procedural unconscionability ar- gument, in part, because “Horton Farms has failed to present evidence that it searched for other alternatives and that there were none“). Sheeder further insist- ed, without evidentiary support, that “no negotiation was allowed.” Still, the confir- mations invited Sheeder to notify Bartlett of any disagreement, did not indicate that he did not understand any of them, or believed any of them were in error. See Andersons, 166 F.3d at 325 (noting a similar warning as support for its holding that there was no procedural unconscionability). Despite these invitations to alert Bartlett of any disagreement, no indication exists that Sheeder made any attempt to negotiate. Sheeder also argued the NGFA arbitration fee was unfair. The NGFA Arbitration Rules provide that “each dis- putant must pay an arbitration service fee” of $900, plus one-half percent of the claim. NGFA Trade Rules & Arbitration Rules, § 5(c). In this case, that would amount to a $2932.38 fee, on a claim of $406,475. We cannot conclude that this level of fee would preclude access to jus- tice in a commercial case where 155,000 bushels of corn and over $400,000 are at issue. See Andersons, 166 F.3d at 314 (rejecting unconscionability arguments in a NGFA arbitration clause case in which the grain seller’s fee was $1500 and the award was $271,030.44). Sheeder does not con- tend he could not afford the fee and has not provided any evidence, beyond the amount of the fee itself, to establish it was unconscionable. See Faber v. Menard, Inc., 367 F.3d 1048, 1053 (8th Cir.2004) (noting in an employment case that “[a] fee- splitting arrangement may be unconscion- able if information specific to the cir- cumstances indicates that fees are cost- prohibitive and preclude the vindication of statutory rights in an arbitral forum,” but “[t]he burden of showing that arbitrators’ fees will be cost-prohibitive falls on the party seeking to avoid arbitration” and must be “more than just a hypothetical inability to pay“); Harrington v. Pulte Home Corp., 211 Ariz. 241, 119 P.3d 1044, 1056 (Ct.App.2005) (rejecting an argument that fees were prohibitive and unconscion- able, despite plaintiffs’ claim that they could not afford arbitration, because “[t]he affidavits offer no specific facts regarding appellees’ financial situations, only conclu- sory statements“); Shamrock Foods Co. v. Munn & Assocs., Ltd., 392 S.W.3d 839, 848-50 (Tex.App. 2013) (rejecting a fee- based unconscionability claim because “ar- bitration agreements are enforceable in the absence of individualized evidence to establish that the costs of arbitration are prohibitive“). Finally, Sheeder argued that the NGFA arbitration process itself was bi- ased because the NGFA is Bartlett’s “sur- rogate” and Bartlett is a member of the NGFA whereas Sheeder is not. The NGFA’s rules appear to militate against the possibility of direct bias against Sheed- er, and he has not provided any evidence that such bias existed. The NGFA Arbitra- tion Rules state that arbitrators should be commercially disinterested with respect to the particular dispute intended to be presented to him for judgment. If an individual arbitrator changes employment or affiliation as an active partner, principal, officer or di- rector from one member firm to another member firm, the individual must con- tinue to be commercially disinterested or be replaced. NGFA Trade Rules & Arbitration Rules, Arbitration Rule § 4(b)(2). Sheeder has not pointed to any evidence that suggests such direct bias slipped through the cracks here. Instead, he ap- pears to advance an argument of systemic bias, stemming from Bartlett’s membership in the NGFA. A federal district court rejected a similar argument in a case concerning the issue of bias under the Federal Arbitration Act: [The Plaintiffs] do not mean by this that any of the arbitrators is biased in the sense that he has a stake in the out- come. The argument, rather, is that approximately half of the [NGFA]’s members use [similar] contracts, and the Association has filed amicus briefs argu- ing that these contracts comply with fed- eral law. It follows, plaintiffs insist, that the Association cannot conduct arbitra- tion impartially. This is functionally the same as arguing that because the United States depends on tax revenues, and has a mammoth bureaucracy (the IRS) de- voted to collecting hundreds of billions of dollars annually, federal judges can- not be impartial in tax cases. No sensi- ble person uses this definition of partial- ity, however. Nagel v. ADM Investor Servs. Inc., 65 F.Supp.2d 740, 745 (N.D.Ill.1999), aff’d, 217 F.3d 436 (7th Cir.2000). We agree with this observation and note that Sheed- er’s argument, if accepted, would call into question other alternative dispute resolu- tion forums such as the Financial Industry Regulatory Authority. We are not able to conclude that the arbitration clause was even a “bad bar- gain” for Sheeder. See C & J Vantage, 795 N.W.2d at 81 (finding an agreement not unconscionable even though it “ulti- mately amounted to a bad bargain“). For all we know, Sheeder had no viable de- fense on the merits and would have had the same final judgment entered against him—earlier—if sued in district court. Sheeder’s arguments are not new. In a number of cases from other jurisdictions, courts have declined to vacate NGFA arbi- tration awards based on assertions that the process is unconscionable, biased, or otherwise unfair. See Hoffman v. Cargill Inc., 236 F.3d 458, 463 (8th Cir.2001) (re- versing district court’s order vacating an NGFA arbitration award and noting that “[n]othing compels us to conclude that this process was fundamentally unfair“); Har- ter v. Iowa Grain Co., 220 F.3d 544, 557 (7th Cir.2000) (rejecting Federal Arbitra- tion Act-based assertion that NGFA arbi- tration involved bias against farmers); Andersons, 166 F.3d at 323-26 (rejecting procedural and substantive uneonscionabil- ity arguments against a contract calling for NGFA arbitration, and noting “the NGFA rules provide that the arbitrators may not themselves have a commercial interest in a particular dispute“); Nagel, 65 F.Supp.2d at 744-46 (upholding NGFA arbitration agreements under the Federal Arbitration Act and overruling the argument that NGFA arbitration would be biased because the arbitrators were grain merchants); In re Robinson, 256 B.R. 482, 487 (Bankr.- S.D.Ohio 2000) (rejecting a debtor’s objec- tion to an NGFA arbitration award based on concerns of systemic bias), aff’d, 265 B.R. 722 (B.A.P. 6th Cir.2001), aff’d on other grounds, 326 F.3d 767 (6th Cir.2003); Andersons, Inc. v. Crotser, 7 F.Supp.2d 931, 933 (W.D.Mich.1998) (holding that a contract is arbitrable, despite unconsciona- bility concerns, because “[t]he record shows that Crotser makes these allega- tions with regard to the entirety of the contracts at issue, rather than only with regard to the arbitration clauses contained in those contracts“); Bunge Corp. v. Williams, 45 Ill.App.3d 359, 4 Ill.Dec. 11, 359 N.E.2d 844, 847 (1977) (rejecting farm- ers’ argument that an NGFA arbitration clause was unconscionable because it was on the back and they did not consent to it); Cargill, Inc. v. Poeppelmeyer, 328 S.W.3d 774, 775-76 (Mo.Ct.App.2010) (rejecting a wheat seller’s adhesion argument regard- ing a NGFA arbitration clause because the seller failed to meet his burden to produce evidence that the agreement was invalid). Accordingly, after careful consideration of procedural and substantive factors, we conclude that the written agreements be- tween Sheeder and Bartlett were not un- conscionable. IV. Conclusion. For the foregoing reasons, we reverse the order below and remand this case to the district court with directions to confirm the arbitration award against Sheeder.6 REVERSED AND REMANDED WITH DIRECTIONS.

MANSFIELD

Justice

Notes

1
Bartlett also named Maureen Pace as a de- fendant in the arbitration proceeding and ob- tained an award against her. Pace is Sheed- er’s ex-wife. However, Pace did not sign the purchase confirmations, and Bartlett has abandoned further proceedings against her. To simplify matters, we will only discuss Bart- lett’s efforts to recover from Sheeder.
2
Section 5(e) of the NGFA Arbitration Rules states, in relevant part:
3
Our decision solely involves Iowa law. Nei- ther party has argued that the Federal Arbi- tration Act applies here or preempts Iowa law. See 9 U.S.C. §§ 1-16; see also Heaberlin Farms, Inc. v. IGF Ins. Co., 641 N.W.2d 816, 823 (Iowa 2002) (finding that Iowa Code sec- tion 679A.1(2)(a) was preempted by the FAA to the extent it does not enforce arbitration agreements in “adhesion contracts“).
4
Sheeder argues Bartlett did not preserve error on any argument relating to “the doc- trine of merger and the other issues arising from the Uniform Commercial Code” because it did not raise them before the district court. We disagree. Apart from unconscionability, Sheeder’s ar- gument below was that he had only entered into oral agreements and that the subsequent written confirmations did not amount to con- tracts in and of themselves. Bartlett disa- greed and insisted the written confirmations were valid written agreements to arbitrate. Both parties presented their written positions in a fairly conclusory fashion, and neither cited to specific provisions of the Uniform Commercial Code. Yet, it was not necessary for Bartlett to do so to alert the court of its essential claim that there was an enforceable written agreement to arbitrate. See Collister v. City Council Bluffs, 534 N.W.2d 453, 454-55 (Iowa 1995) (holding that the city preserved error on a statutory immunity argument by claiming at trial, without citing the statute, that there was no duty to warn the plaintiffs). On appeal, both parties have elab- orated their positions with UCCand addition- al case law citations. We can resolve the parties’ dispute as framed below with the benefit of the additional legal briefing they have provided in this court.
5
The record suggests that Sheeder’s farming operation is substantial, since he contracted to sell 155,000 bushels of corn, all but 10,000 of which was to be delivered at the conclusion of the 2011 crop year.
6
As noted above, Bartlett has abandoned its appeal as to Pace and we leave that part of the court’s order undisturbed.
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