*1 OF SCHOOL DISTRICT COMMUNITY POSTVILLE, OF AL IN the COUNTIES al., LAMAKEE, Iowa, Plaintiff- et State Appellant,
v. INC., PETERSON, N.
GORDON Defendant-Appellee. Third-Party PETERSON, INC., N.
GORDON Plaintiff-Appellee,
v. RAFOTH, Rafoth Furnace L.
Russell d/b/a Third-Party Works, & Sheet Metal Defendant-Appellee. RAFOTH, & Rafoth Furnace
Russell L. d/b/a Fourth-Party Works, Sheet Metal Plaintiff-Appellee, Toenjes
The COMPANY and FLINTKOTE Partnership, composed Stenson, Stenson, Toenjes and Marvin L. David S. Toenjes Partners, David S. Individuals, Stenson, Fourth- L. Marvin Party Defendants-Appellees. STENSON, Partnership, AND
TOENJES Cross-Petitioner-Appellee, Fourth-Party COMPANY, Defendant FLINTKOTE Fourth-Party Cross-Peti tion-Appellee. Partnership STENSON,
TOENJES AND composed Toenjes of David S. Marvin Stenson, Toenjes Partners, L. David S. Individuals, Stenson, as and Marvin L. Fifth-Party Plaintiffs-Appellees, COMPANY, Corpo DOW CHEMICAL ration, Fifth-Party Defendant-Appellee.
No. 53819.
Supreme of Iowa. Court
April 1970. Jacobson, Bristol Jacobson,
Arthur H. Steele, Thomson, Waukon, Joseph B. & Postville, plaintiff-appellant. *2 Kenline, Roedell, Works, Reynolds, Breitbach & Rafoth Furnace & Sheet Metal Rafoth, Peter- McCarthy, Dubuque, for hereinafter called Gordon subcontrac- N. tor son, Inc., third-party plain- who furnished per- the materials and defendant formed work to install tiff-appellee. question, roof in asking complete indem- O’Connor, Thomas, of Marshall E. nity in plaintiff case he should be liable to Bertsch, Du- Thomas, Wright, Hammer & school district. Rafoth, Rafoth buque, for Russell L. d/b/a third-party Works, Metal Furnace Rafoth in & Sheet turn filed a party peti- fourth plaintiff-appel- fourth-party against tion defendant and Company, Flintkote here- Flintkote, inafter called alleging lee. if roof failed as alleged in plaintiff’s petition, Moines, for Austin, Sidney, Des & Grefe by failure was negligence caused Co., fourth-party defendant Flintkote of Flintkote in manufacturing dis- cross-petition- fourth-party defendant tributing materials and defective in other appellee. respects. He party also filed a peti- fourth against Stenson, Waterloo, Toenjes Cohrt, Toenjes part- for & Swisher nership company of Stenson, Toenjes David and Marvin L. S. partnership, Stenson, Marvin L. against Toenjes, individu- them as David Stenson and S. individuals, alleging specific certain and fourth- ally, fourth-party defendants acts of negligence on their plain- part. prayed, Rafoth fifth-party party cross-petitioner judgment the event a is obtained tiffs-appellees. action favor of the school district and Buckmaster, Beecher, Beecher, Holmes against Peterson, and in the further event Lindeman, Waterloo, for Dow Chemical & that Peterson judgment against obtains a Co., corporation, fifth-party defendant- Rafoth, that he (Rafoth) granted appellee. judgment against over Flintkote and Stenson, Toenjes and individually a partnership, amount which Ra- BECKER, Justice. foth is compelled pay on account of or arising out of this action. brought district this ac- Plaintiff school damages against tion for N. Peter- Gordon Thereafter, Toenjes and Stenson filed son, Peterson, Inc., al- hereinafter called their party fifth petition against The Dow leging express implied breach of both Chemical Company, a corporation, alleging warranties arising from for con- a contract that if the in question roof failed al- by high building struction of newa school leged plaintiff’s petition, proximate alleged Plaintiff roof defendant. cause of such failure was negligence building said in several defective of Dow in misrepresenting and making respects, installed, that a new roof must false warranties regarding products its plaintiff and that as a result district had used in the construction of the Fifth roof. $29,000. A damaged been amount of party plaintiffs pray for judgment over party petitions series third and cross- against Dow. petitions brought in the other An parties. application for adjudication points of law By an amendment answer, to his third adversely was determined party defendant Rafoth alleged as an af- sulting in dismissal of claim and firmative that on or defense about June effectively disposing party of all third 1966,which was several months after com- claims. appeals. Plaintiff We reverse action, mencement of this Flintkote and remand for trial. Company paid $5,640.00 the sum of
Defendant Peterson filed a third school district and that plaintiff petition against Rafoth, Russell executed L. fully a release to Flintkote which d/b/a language, copy of Flintkote and bondsman A discharged Rafoth. released and complete constituted a full and this amendment. is attached to such release dam- Flint- satisfaction of claim for releases The By expressly its terms ages, operation of law released Insurance Peerless Com- Company and kote alleged wrongdoers, includ- other associate pany. *3 ing disagree. the defendant Peterson. We Thereafter, Peterson defendant the amend- I. We assign- view second cross-petition defendants the other the ment error allege ap- to of as determinative respective answers of this ed their ; i.e., peal release, they ques- maintain the assertion in the release giving of this which satisfaction, from does not full by operation them of law released constitute.a was not so accepted intended and was plaintiff. the not further to as properly The trial such. court followed answer, reply to amendment to In its the Benda, the rule recognized Dungy in as three contentions plaintiff sets forth 176: follows: think, con- of “Basically, much the by it 1. That instrument executed the to realize failure from fusion arises to a covenant not to Flintkote constitutes effect of a considering in the sue. made, the the claim is against to one whom is plain- is that if the by payment governing principle 2. That received the thereby sat- it is the release tiff not constitute a full satisfaction as to satisfied all others pleaded law operation claims and of action by causes isfied liable be may intend- to by plaintiff petition, in its was not be claimed who be not com- It is then by injury. to a satis- plaintiff ed and Flintkote for the same thereof, by to accepted to intent as petent inquire faction and was to the law plaintiff because possible parties, in full satisfaction thereof. such other re- Admitting released. says they are 3'. That defendant Peterson is to whom discharge of lease maintaining receipt of such sat- runs, admitted the claimant $5,640.00 delivery from Flintkote and the only claim, can of his isfaction release, purported is the situation Such one satisfaction. discharged leased and Peterson defendant supplied.) (Emphasis here.” plaintiff. by from the claims made imports satisfaction as The above rule in- true intent of matter law. The On October the defendant and be immaterial. We strument held cross-petition herein to defendants filed light rule required reexamine application adjudication now for of law recent cases. Such points holdings more joined asking wherein of our holding us payment court reexamination convinces to determine whether the Benda, overruled. by $5,- supra, should be Dungy Flintkote to sum of the by plaintiff 640.00and release executed treat is whether we will central issue had releasing the effect of defendant and seek contracts do other releases we alleged damages Peterson from the contracting intent of to determine the prayed peti- in its building accepted Dungy parties. The alternative tion. a fixed a release give inquiry into excludes legal meaning hearing, After trial held the parties. contracting intent of the the true document entitled “Release” executed approach our recently reexamined Company and We The Flintkote have clari- interpretation contracts and Company Peerless Insurance was not am- parol limits to the evidence proper biguous, constituted full fied satisfaction Iowa, control; Wosepka, except must rule in Hamilton v. ambiguity, cases this is determined 164: says.” what the contract itself light “Extrinsic evidence throws Wosepka points then parties, the antecedent Hamilton v. out that of the the situation contracting parties since the negotiations, attendant circumstances intent objects they thereby striving paramount, and the were extrinsic evidence admis- vary necessarily regarded attain is to be sible the terms contradict interpret- significance relevant ascertain the actual a written instrument but to aid in proper legal meaning ing it. agreement. “' * ** preface “Professor in the “parol Corbin evidence rule” Vol- says: purports testimony “only ume 3 of work on contracts to exclude when *4 purpose is offered for ‘varying the “ justice purpose interpretation ‘The contradicting’ ‘integrated’ an terms of the requires always discovery the of actual contract; purport it does not exclude evi- to parties intention: —the if intentions of both purpose dence interpret- offered for the same, are the actual intention —the ing giving a meaning to those terms. party if the knew or one other had reason ’ ” * * (Loe. *.” page 154 at cit. was, to absolutely know what it never —but 170.) to give effect meaning that words party neither gave them, principles in fact The recognized in Hamilton v. however many Wosepka, people might supra, apply other given them releases which are ” (Loe. meaning.’ specific that type cit. 154 Atlantic North- N.W.2d at of contract. 168.) Schwimmer, page ern v. 12 Airlines N.J. principle 96 A.2d cases relied one Wosepka, Hamilton supra, v. examines upon interpretation deals with a release our Iowa cases and numerous outside au- as a contract. in depth. thorities It change does not the recognized by basic rules this court argue correctly Defendants that Pedersen addressing itself to interpreting the task of Bring, v. 254 Iowa N.E.2d agreement written but rather clar- seeks to approves Dungy the rule laid down in v. ify interpretation which, rules of through Benda, supra. It that should noted while years, the had point reached the of being supra, Pedersen Bring, approves v what contradictory. Dungy Benda, is said in v. the intent of contracting parties was held be a rele- “Professor Richard has col- S. Hudson question vant fact because the contract lected, analyzed and criticized our own cases ambiguity-on- said be ambiguous. with dealing problem since 1931 arti- rejected its-face doctrine was in Ham- later cles appearing 10 Drake 87 (1961) L.Rev. ilton Wosepka, supra. v. supplemented in 13 Drake L.Rev. (1964) again 15 Drake L.Rev. agree We not that v. Har do Johnson (1966). He suggests in his first article at nisch, 147 N.W.2d page a ‘reconciliation of cases Conn, (Iowa) 163 N.W.2d Smith during period under surveillance is not Dungy approved recognized in principles while, to be worth deemed possi- even contrary, both cases were v. Benda. On ” (Loe. ble.’ 154 N.W.2d page 171.) at cit. carefully distinguished and in the former question of the distinction between case
The rules laid down in Hamilton v. Wo-
specifically
release and satisfaction was
sepka, supra, presuppose knowledge
of our
factually differ
cases
Both
were
reserved.
Rules
Procedure,
of Civil
344(f)
No.
(14):
unnecessary
Dungy
It was
overrule
ent.
“In the
Both cases
construction of
result
contracts,
written
reached.
come to
the cardinal principle
Dungy
principles
at odds with
approved
the intent of
operate
into
inquire
tort-feasors will
to release the
Benda,
emphasized the need
maining wrongdoers
parties
should be
are:
contracting
intent of
(1)
intention of
of extrinsic evidence
approved admission
instrument,
and (2)
Be
whether
interpretation of the contracts.
aid in
party
injured
has in fact received
overrule
we find it
cause
compensation
injury.
full
for his
If we
review
Dungy v.
we should
rule,
apply
then,
joint
where
tort-
one
authorities
some
John
released,
feasor
Harnisch,
regardless
zvhat
supra.
son v.
form
take,
long
as it
does
first
Bolton
noted and discussed
We
constitute an accord and
satisfaction or
S16,
F.Supp.
(Iowa, Dist.Ct.),
Ziegler,
Ill
unqualified or absolute
and there
at
which reviews the earlier Iowa cases
no manifestation of
intention to
“
* *
length. Judge Graven concluded:
contrary
agreement,
injured
Supreme
clear that if
But it seems
the Iowa
should
denied his right
pursue
not be
applies
maxim “a
Court
wrongdoers until
remaining
he has received
all,
joint
at
tort-feasor releases all”
” (Loc.
full satisfaction.’
cit. 147 N.W.2d
only after it
so
has been determined
at page 16.)
person
satisfac-
injured
received
”
* *
then
(Loc.
following
noted the
annota-
injury.
tion for his
cit.
“
*
‘* *
tion at
at
73 A.L.R.2d
425:
page 16.)1
*5
rule;
11 Intention
cases. The
illustrative
§
federal
then
The
repudiates
modern view
the common-law
right
as an
extrinsic evidence
introduce
rule under which the release of one tort-
“* * *
interpretation:
As to
aid
automatically
liability
discharges
feasor
applicability
parol
of the
rule in
evidence
others,
of the
and makes the intention
satisfaction,
regard to the matter
see
parties
test of whether
Middaugh
Des
v.
Moines Ice
Cold it effects the release of other tortfeasors
N.W.;
Co.,
Storage
supra at page 400 of 169
”
parties
(Loc.
who are
cit.'
thereto.’
Becker,
Ryan
supra
page
v.
at
of 111
428
16,
pages
147
17.)
N.W.2d at
N.W.;
Townsend,
Perry
supra
Bell v.
&
* *
from,
Finally,
quote
noted but did not
at
372 of
page
(Loc.
43 Iowa.
228,
Austin,
F.Supp.
U.S.App.D.C.
“McKenna
77
page
cit. Ill
at
v.
526.)
659,
134
(opinion
F.2d
1. In of the used herein the also whether the torts are or sev terminology Corbin, Contracts, used 4 refers to tort-feasors. eral. 931 Of. §§ obligors seq., obligors broader term is more ac et the term where is used principles apply throughout. curate. whether the actions sound tort or contract and 174 Torts, Contracts, Harper James, pp. The Law Corbin on section ** “* 10.1, Prop- is harsher pp.
section 757-765 condemnation of 711-712: Dungy supra. rule followed in erly distinction should be speaking, clear quote extensively Rather than we note the a satisfaction made between Jersey summary New of the latter doesnot court’s in Breen v. existence since the Peck, A.2d necessarily indicate A.L.R.2d N.J. “ * * * Corbin, supra, injury, 397: compensation for received § * * * persuasively supports position e., i. satisfaction. parol preclude evidence rule does not oral factors, wheth- these “It is submitted that parties evidence that the to the release did compensated fully er has been thereto; discharge intend to strangers the re- intended whether points he purports out that the writing complete to be negotiations sult of their be nothing but a release of the named re- for all the from further freedom leasee purport integrate and does not tort-feasors, paramount deter- should parties; matters affecting third and he pur- any agreement mining the effect of stresses understanding oral ported operate as a should not contradict or vary the written document problem inquired into whenever but on contrary quite consistent with in a arises case.” * * it. Torts, Ed., Prosser, Law of Third § We also Supreme note the Minnesota courts, pos- pages American 268-273: “The acknowledgment Court’s of Corbin’s thesis sibly given effect because diminished in Couillard v. Charles Hospital, Miller T. seal, hopelessly have rather confused Inc., 253 Minn. 103: * * * satisfaction. with “Nor do we believe is sufficient rea- son holding, as we did in Smith v. only seem to be rule would “The desirable Mann, Minn. 223], su- *6 N.W. compelled [184 that never be to should pra, parol that is evidence not admissible to against any of action surrender cause show the true nature and extent the re- intentionally has done wrongdoer unless he lease, particularly light in of the fact so, that full com- or unless he received such has the subsequent joint tortfeasors this in- pensation longer that is no entitled to he stance, might who protection claim the taken into maintain it. If the statutes are rule, parties are neither account, release actually ap- this is the rule now they nor are named it. ‘The refusal plied in some of the American two-thirds let parties such third parol hide behind the jurisdictions. been such Where has rule, evidence when the documentary “re- satisfaction, agreed or where it is lease” was not in fact discharge intended to paid is so re- amount under claims against them and does not on its fact any no claim remain ceived should purport express intention, such an tortfeasor; is a questions other are but these thoroughly justified fact, Testimony refusal. normally by the be determined that is purpose offered for should never jury, is un- where the amount * * be excluded may whoever be the liquidated. suit Corbin, it is 4 offered.’ part: 24 states in Prosser’s footnote “See Contracts, 934, p. 760.” § opinion Rutledge, J., excellent It doubtful Austin, 1943, rule can now App.D.C. McKenna v. 77 termed a “majority rule.” Prosser *7 this time that it or desirable at is event obligation liquidated, payment the rule an- change to the well-established would, course, of the full amount of consti in by this court followed nounced and complete satisfaction tute bar and would 627, 102 N.W. Dungy 251 Iowa further long action no held relatively-recent was That 2d 170. decision recovery double will be If tolerated. the approved by a unanimous recognized and unliquidated debt is the of the intention Iowa Bring, in Petersen v. parties to the release controls. This intent and, although considered must by determined the be terms of the Harnisch, by aided extrinsic contract such evidence as Johnson specifically not it was overruled. properly be task offered aid and, so unnecessary I here find it do interpretation. proof of The burden of on of although may I favor some modification the issue upon who relies necessity that when the occasion of rule 344(f) affirmative of the issue. Rule upon arises, place I this decision prefer to (5), R.C.P. contention, “That defend- third maintaining estopped from ant alleged Peterson should note $5,640.00 from receipt of such at that part Peterson is least for release, or delivery of the Peterson’s Flintkote direct action. Where co- and release, purported discharged released hardships unsatisfactory result in and and some results, that, from made defendant Peterson claims but we concluded unless such by plaintiff.” releases, I the rule a was adopted, any If rule understand few if full here, adopted majority written, no by clearly which matter how could be re- only jurisdictions event, support upon. any pointed full lied In it six was legal publications, anything when a claim out that if some satisfaction but unliquidated, may be re- contemplated, extrinsic evidence was the instrument should parties so, say the intent of the ceived determine that a and it covenant matter unambiguous qualified no how clear not to sue or the use legal well-settled the terms are are that used was available release of other to avoid the no the written release. This means wrongdoers. involved was then It believed agreement of an of release or settlement such a rule well-established de- was unliquidated upon Except claim can as relied sirable. as to a modification involved, concluding extending the matter rule therein, subject majority pro- settlements will be to factual review I named feel settle, am not determination thereafter. I nouncement but unsettle would willing uncertain, go so far at this time. make all releases executed I hereafter. avoid issue here. would It
I. to draw be difficult would indeed expresses I clearly document which more find in at no ambiguity the case bar liquidated satisfy an intent to am the language convinced unliquidated than in it the one executed used leaves no doubt Flintkote released, fully The document entitled “Release” its bondsman herein. are which it concedes de- as them executed full satisfaction had been livered to acknowledged upon Flintkote Peerless In- payment by them of $5,640.00. surance as Company However, follows: sum I find the plaintiff has alleged sufficient ultimate “In consideration Five Thousand Six facts to establish its that Peter- contention Forty ($5,640.00) Hundred and Dollars son and Rafoth setting from paid to the POSTVILLE COMMUN- up the release to Flintkote a defense to Postville, DISTRICT, ITY SCHOOL their actions and that the trial court erred (hereinafter Postville), referred in dismissing petition pursuant COMPANY, THE FLINTKOTE hearing under Rule R.C.P. the return to Flint- consideration of kote Company Guaranty No. 20- Bond In its reply II. to defendant’s affirma- 03-A-1452; it- said Postville on behalf of tive operation defense full release self, hereby and assigns, successors plaintiff alleged law con- facts discharge release and forever the Flintkote good plead tends cause action for es- Company, Company Peerless Insurance toppel. Under pleading appellant ar- Keene, Hampshire; New and each gues that was entitled introduce evi- assigns, respective their successors and agreement dence as to the claimed between demands, claims, damages and all *8 it defendants Peterson and and the Rafoth or prop- any persons suits of kind and/or preceded which the settlement and release erty or result di- which have resulted Flintkote, of and trial that the court erred rectly ap- indirectly or sale and ruling on proceed- issue in a factual plication products of on the roof Flintkote ing to determine points. law I am inclined of high Post- building school of said agree. ville, Guaranty is subject which of 20-03-A-1452, Bond No. shall which Bond general, In equitable of doctrine be considered null void.” estoppel upon grounds pub- based of It in Dungy policy, good faith, lic fair dealing, v. supra, might justice, that our rather purpose technical is to rule forbid one
177 acts, representa- “D. on such fraudulent state- Reliance against his own speak commitments, party to whom tions, one ment or concealment injury of or resulting prejudice.” in his who rea- made whom were directed and a doctrine sonably relied thereon. Such In the first element of false considering in law or nor in disfavor neither odious representation of material or concealment 887, Coutant, 232 Iowa equity. v. Smith facts, the one “is citations; 891, 421, 424, 28 6 N.W.2d in sought had fraudulent be 28, Waiver, p. Am.Jur.2d, Estoppel and § if a fraudulent result It sufficient tent. 629. permitted if enforce follow he be would previous dec with his claim inconsistent estoppel, it is es- To raise the issue of classified have larations or We conduct.” upon sential that facts ultimate upon fraud a constructive such a result as the face appear must that claim arises Worthington, Hart injured person. v. pleadings. of Farmers & Mechanics 313, 306, 1219, 1205, 30 N.W.2d 238 Iowa 1238, Campbell, v. 258 Iowa Sav. Bank see Wetzstein therein. Also cases cited 922; 1247, 917, Halvorson v. 141 N.W.2d 1237, 1245, Dehrkoop, 241 44 N.W. v. Iowa 314, Decorah, 138 City 258 Iowa N.W.2d of therein; Ames 699, and cases cited 2d 856; Firestone Tire Rub- Paveglio v. Reichardt, 254 Savings Bank Trust v. Iowa, Co., 638. ber 204; 1272, 1280, Hel 121 Iowa N.W.2d 715, 723, 166 Iowa wig, Fogelsong, Admr. v. said, to constitute in order 994; Carey, v. 148 N.W. Blackman pais, equitable estoppel estoppel false 87, 89; 548, 552, Hainer 192 Iowa 185 N.W. representation or concealment material of Honor, Legion of v. Iowa exist, party facts must to whom 185, 187; Estoppel Am.Jur.2d, N.W. representation concealment was made Waiver, 43, pp. 650-651. § knowledge must have been without representation or facts, that such conceal- Honor, Legion In Hainer Iowa inten- ment must have been made with the estoppel is allowed said: supra, we “The upon, that it should be acted and that exists prevent injustice, fraud and party made must have whom was cannot, consci- good wherever a injury. prejudice relied thereon to his and' ** ence, gainsay his acts or assertions. said, if these elements We have also his declarations party, either where a clearly estoppel. can no lacking, conduct, person act has induced third Harbert, Axtell manner, not after- particular in a he will approval cited with N.W.2d deny the permitted truth ward Co., Paveglio v. Tire and Rubber Firestone admission, be to consequence would if the supra. person, or to injury work an to such third claiming one under him.” some generally-recognized The four essential Dehrkoop, In estoppel elements in Axtell Wetzstein we set out cases previous our reviewed several of approved Paveglio page at estoppel view that and reasserted the as follows: made one who upon the idea based representation “A. False or concealment there- representations should certain of material facts. posi- to alter his evident permitted after be has relied who prejudice tion to knowledge “B. Lack of true facts thereon. acted part person on the to whom the mis- representation or concealment is made. Savings Bank v. In Ames Trust and *9 “Equitable Reichardt, supra, the said: rep-
“C. Intent party making or fraudulent conduct estoppel is based on party resentation that it is to whom knowingly must made shall a fraudulent result. One rely thereon. position take that it upon with intention be act- purpose a based a fraudulent or a ” * * * upon, (emphasis supplied) ed fraudulent result.” appears when it the one to whom it is and course, well-pleaded Of unless the facts prejudice, relies thereon to his directed estop, are sufficient to pleading of mere a equitable estoppel is established. conclusions will supply the element or elements missing. City Halvorson v. Helwig-, Fogelsong, supra, In Admr. v. it Decorah, Randall, supra; posi- “A Alexander v. party who has taken one said: 422,427, 124, 127; Iowa expects Paveg tion to be which he benefited is lio Co., v. Firestone supra, Tire and Rubber estopped repudiating taking from that and citations; Armstrong, and Townsend position preju- another inconsistent 396, 398, 399, 18. N.W. dice another.” In the plaintiff pleaded case at bar it was Carey, supra, ap- In this Blackman v. believe, believe, led to and did that defend- pears “Equity permit person : will not ants Peterson Rafoth urged agreed guard through throw another his off to a settlement with Flintkote which would advantage. such means obtain an unfair A not amount ato satisfaction of claim person gainsay own as- cannot his acts and them, against but against would be setoff sertions or detri- mislead another to his any damages adjudged against later them in party ment. If a to a transac- contract or action, this inferring that were not upon induces another to act reason- concerned with the form of nec- rights able belief will waive certain he essary to obtain that settlement. It does terms, or estopped upon insist he will be seem obvious Flintkote and its bondsman rights to the injury of him who mis- pay would not penalty the entire bond with- * * * thereby. Equity requires led out a full a finder fact person enforcing refrain from a claim could reasonably determine that that was which he suppose has induced another to he in the minds of the agree- when the rely-upon.” would not ment was the settlement made and consum- mated. Waiver, Am.Jur.2d, In Estoppel discussing problem, it states: hand, On the other it if were otherwise instances, many however, “In it is and these defendants intended conceal
to extend the terms ‘fraud’ or ‘fraudulent’ purpose their to use that settlement and accurately situations which are more de- “Release” as a defense to the ‘inequitable’. scribed as ‘unconscionable’or later, them either at that time or gen- Neither actual faith is nor fraud bad states was not aware of that fact. erally considered essential But element. involving must be either actual fraud From by ap- the contentions now made deceive, an intent to pellees constructive fraud Peterson and Rafoth it clear those resulting gross negligence from from ad- representations agreements, whatever missions, declarations, or conduct intended they were, expectation with the were made calculated, might reasonably or such as intention would act there- expected, to influence the on, conduct abundantly is now clear that party, the other which have so misled plaintiff upon representations relied those prejudice him to his that it would work prior and under our decisions to his acted fraud true state of facts to allow the prejudice injury in consummating * * * proved. may, fraud settlement, the defendants Peterson unless does, frequently subsequent consist setting up Rafoth attempt representation controvert technical third defense. effects, get and to rid in- and thus to August From the we learn that jure the who has In other on relied record it. words, estoppel pais defendant Peterson doctrine amended *10 thereof; that on terson to a satisfaction and the allege herein to be answer filed plaintiff Exhibit ‘A’ the executed instrument attached to defend- about June which ant’s Amendment to Answer to Flintkote a release did and delivered fully discharge the defendant Peterson from discharged defendant and released and demands, claims, plaintiff. its any Peterson of and from damages resulting kind or suits of estopped the That Peterson is defendant building roof. the installation of the school maintaining such receipt from the 1968, $5,640.00 31, delivery the plaintiff from and October Flintkote Thereafter (Exhibit ‘A’ pleadings allege: such instrument attached de- amended its fendant’s released Answer) Amendment to September during period That the from discharged from defendant Peterson and 28, 15, September negotiations 1965to by claims and of action made causes plaintiff were conducted between and plaintiff petition, in defendant its and the plain- defendant Peterson between' asserting the de- Peterson from Rafoth, regarding tiff a Peterson and pleads paragraph (4) fense which it in possible settlement of claim I its Division Answer. against Peterson. defendant appellees’ It is ulti- contention that the during period That defendant such alleged support facts mate above would not requested Peterson Rafoth plaintiff estoppel plea an here fail- because plaintiff from should endeavor to collect agreed, to state that Peterson ed defendant Flintkote the of such bond and amount Flintkote, making that he settlement with agreed among it was such give complete could a full and by amount of such should be bond collected plaintiff’s pleading significant is more plaintiff persons it agreed by such was what it than allege does not what receipt plaintiff of such amount ground I allege. think this ais tenuous constitute a satisfaction would not upon plaintiff hearing upon deny which to Peterson, against claim defendant agreement the terms of the actual mitigate damages but operate to would leading resulting up transaction to and which plaintiff against Peterson claimed pleading I hold the given. would indemnity amount which Peter- and the permit testimony as was sufficient might against son turn Rafoth. claim time, parties’ generat- at the intentions plaintiff upon That the relied said rather question for fact-finder ed agreement with and did thereafter Peterson question a law for the than court. from Flintkote the undertake collect amount on or about bond did Decorah, supra, City of In Halvorson v. instrument, 7, copy 1966execute Iowa 138 N.W.2d June as Exhibit ‘A’ to which de- attached pleadings matter considered the of doubtful answer, fendant’s a few amendment to “If, however, petition does said: days The Flintkote later delivered upon plaintiff facts allege ultimate Company. under might recover states sup- introduced which evidence September That on or about thereof, port delayed, peti- or if attack is from Flintkote received Com- light in the most tion should construed pany $5,640.00. the sum of plaintiff with doubts favorable allegations ac- payment by plaintiff favor
That the received solved Anthes, true”, citing cepted Anthes v. Flintkote not constitute a full did 258; 503, 122 New- satisfaction of claims and causes of ac- Center, pleaded City by plaintiff petition Grundy ton v. Peterson, in- 162. No attack was not defendant pleading by before tended defendant Pe- at this motion directed *11 and, while joined were issues sufficient, I am alone conclusions were not facts and con- alleged
satisfied the ultimate estab- pleaded were sufficient to
clusions question to what
lish a fact as concluding not do or could
could Fair dealing and
settlement with Flintkote. by a full
justice best be served factual will intentions, understanding,
inquiry parties leading agreement between
up “Release.” to the execution of the my
In that the trial view conclusion petition with- dismissing
court erred this hearing
out a to determine factual issue plea estoppel, I
raised the matter for
would reverse and remand indicated herein. proceedings
further
MOORE, LeGRAND, J., J., join C. special concurrence. Iowa, Appellee,
STATE of Appellant. BROWN,
Andrew H.
No. 54052.
Supreme Iowa. Court of
April 7, 1970.
notes
134
which seems
148 A.L.R.
F.2d
that: 19 states
Also,
changed
have
rule
nothing
leave
said.
more to be
statute,
jurisdictions
13
Martin,
recognized
have
Black
88
292
Mont.
P.
releases,
reservations of
Olson, 1954,
rights in
577; Gronquist
and at
Minn.
* *
least six states
extrinsic
*.”
159.
is,
obligor
vicariously (that
con-
is liable
true intent of the
reach the
evidence to
Prosser,
Torts,
principal
agent),
for the
of his
addi-
Law of
acts
parties.
tracting
Ed., 46,
problems
number
tional
are raised when a release
The
pp. 271-272.
Third
§
given
agent
or
to sue is
rule or the
covenant not
recognizing one
jurisdictions
liability
or
insofar as vicari-
other source
not be determinative.
other should
rule,
change, are
ous
is concerned. We
or the
do
reasons for the
problems
opinion.
in this
Cf.
reasons were most
solve
important.
more
These
these
Annotations,
1044;
Rutledge
92 A.L.R.
A.L.R.2d
strongly articulated
Justice
1943,
Contracts,
Austin,
App.D.C.
2d
IV Corbin
McKenna
§§
seq.
et