Andersen Const. Co. of Council Bluffs v. National Bank of Des Moines, 59973
| Decision Date | 22 February 1978 |
| Docket Number | No. 59973,59973 |
| Citation | 262 N.W.2d 563 |
| Parties | ANDERSEN CONSTRUCTION COMPANY OF COUNCIL BLUFFS, Appellant, v. NATIONAL BANK OF DES MOINES, Appellee. |
| Court | Iowa Supreme Court |
Peters, Campbell & Pearson, Council Bluffs, for appellant.
Nyemaster, Goode, McLaughlin, Emery & O'Brien by Jerry E. Williams and Gerald J. Newbrough, Des Moines, for appellee.
Considered by MOORE, C. J., and MASON, RAWLINGS, REES, and UHLENHOPP, JJ.
This appeal involves a ruling on a motion to adjudicate law points in an action concerning an alleged loan commitment by a bank. The ruling is appealable, as it disposes of the whole case. Rule 105, Rules of Civil Procedure.
The trial court questioned whether the parties intended the motion to be for summary judgment, so that the entire record could be considered, or to be for adjudication of law points, as denominated. Since the parties chose to consider the motion as one to adjudicate law points, the trial court so treated it. Under such a motion we apply the principle which is set out in Carter v. Jernigan, 227 N.W.2d 131, 133 (Iowa): "Such motions, authorized by rule 105, Rules of Civil Procedure, serve only to determine questions of law which arise on uncontroverted pleadings and may not be used to resolve fact disputes." Under this principle the initial inquiry is not whether a party asserts that only legal issues exist, but whether such is actually the situation. If the pleadings show fact issues with respect to the law points, the points are inappropriate for rule 105 disposition unless the parties stipulate the facts. Otherwise the court would be placed in the position of hypothesizing facts "facts" which, when the evidence is heard, might not turn out to be facts.
The parties did not enter into a stipulation of facts here. We thus turn to the pleadings to ascertain the uncontroverted facts. The relevant pleadings consist of the recast petition, the answer thereto, and the reply to the answer. From these we learn the following.
At the times in question plaintiff Andersen Construction Company of Council Bluffs engaged in general construction, defendant National Bank of Des Moines engaged in banking, and Gepada, Inc. owned real estate in Council Bluffs, Iowa. Andersen entered into a contract with Gepada to build a Ramada Inn in Council Bluffs for $1,015,017. Paragraph 14 of Article 8.2 of the contract states:
It is understood that the Owners (Gepada) will be required to submit documents suitable to the Contractor's Bonding Company showing proof of financing in the amount of this contract along with a letter from the financing institution stating that they have this money set aside and will disperse (sic) same based on approved monthly draws.
National Bank granted Gepada a loan for $1,450,000. Andersen alleges National Bank also wrote a letter, attached to the recast petition as Exhibit C, as follows:
(National Bank of Des Moines Letterhead)
September 25, 1972
Mr. Vernon Killion
Ohio Casualty Insurance Co.
704 2nd Ave.
Des Moines, Iowa
Re: Gepada, Inc. building
Re: loan for motel, Council
Re: Bluffs, Iowa
Dear Mr. Killion:
This is to advise you that we have granted a loan for interim financing on a Ramada Inn Motel to be constructed in Council Bluffs, Iowa. The amount of funds available is $1,450,000.00. Payment to the contractor from proceeds of this loan will be made as warranted by construction.
Sincerely,
(Signed) R. W. Horner
R. W. Horner
National Bank denied Exhibit C in its answer but failed to support its denial by its own affidavit that the signature on the letter is not its genuine or authorized signature. The signature is thus deemed genuine for all purposes in the case. Rule 100, R.C.P.
At various times National Bank paid Andersen amounts totaling $993,857 and paid other persons amounts totaling $178,835.42. Andersen demands an additional $67,317.75 from National Bank, which the bank refuses to pay.
The recast petition and the answer contain numerous other allegations, but these are denied by responsive pleadings.
In this state of the pleadings Andersen moved for adjudication of law points under rule 105, R.C.P. The motion dealt with two principal issues. One related to Andersen's various claimed legal bases for National Bank's liability: guaranty, letter of credit, estoppel, third-party beneficiary, and trust. The other issue related to Andersen's desired method of proving against National Bank the alleged balance of $67,317.75: by issue preclusion under a prior judgment against Gepada, a judgment pleaded in Andersen's recast petition and denied in National Bank's answer.
The trial court held a hearing on the motion. We do not have a transcribed report of the hearing, but the parties appear to have contended, as they do here, that the issues raised could be disposed of as a matter of law each contending, of course that the undisputed facts entitle it to a favorable ruling. The trial court agreed with National Bank's contention and entered an order adverse to Andersen on all the claimed legal bases of liability as well as on the claimed issue preclusion. Under rule 105, that ruling could not be questioned at subsequent trial.
Since the motion before the trial court was to adjudicate law points, when the court came to ruling on the merits of the motion it had to confine itself to the uncontroverted allegations of the pleadings. As stated in another case involving a rule 105 motion, Reynolds v. Nowotny, 213 N.W.2d 648, 651 (Iowa),
The pleadings contain paragraph 14 of the contract and Exhibit C attached to the recast petition. Andersen's bases of alleged liability, however, hang on more than skeletal paragraph 14 and Exhibit C. True, paragraph 14 is uncontroverted, and we may assume arguendo that Exhibit C is likewise uncontroverted by virtue of rule 100. But to comprehend what ...
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