Iowa Waste Systems, Inc. v. Buchanan County

• Decision Date: 31 May 2000
• Docket Number: No. 99-751.,99-751.
• Citation: 617 N.W.2d 23
• Parties: IOWA WASTE SYSTEMS, INC., an Iowa Corporation, Plaintiff-Appellant, v. BUCHANAN COUNTY, Iowa, a Municipal Corporation and Governmental Subdivision of the State of Iowa, and Buchanan County Sanitary Landfill Commission, a Statutorily Created Governmental Entity, Defendants-Appellees.
• Court: Iowa Court of Appeals

617 N.W.2d 23

IOWA WASTE SYSTEMS, INC., an Iowa Corporation, Plaintiff-Appellant, v. BUCHANAN COUNTY, Iowa, a Municipal Corporation and Governmental Subdivision of the State of Iowa, and Buchanan County Sanitary Landfill Commission, a Statutorily Created Governmental Entity, Defendants-Appellees.

No. 99-751.

Court of Appeals of Iowa.

May 31, 2000.

Sean P. Conboy, Douglas E. Gross, and James L. Pray of Brown, Winick, Graves, Gross, Baskerville and Schoenbaum, P.L.C., Des Moines, for appellant.

James E. Brick of Brick, Gentry, Bowers, Swartz, Stoltze, Schuling & Levis, P.C., Des Moines, for appellee-Buchanan County Sanitary Landfill Commission.

Allen W. Vanderhart, County Attorney, for appellee-Buchanan County.

Heard by STREIT, P.J., and ZIMMER and HECHT, JJ.

STREIT, P.J.

English Jurist, John Selden, best expresses Iowa Waste Systems' dissatisfaction with the trial court's ruling regarding its numerous equitable claims in writing,

Equity is a rougish thing. For Law we have to measure, know what to trust to; Equity is according to the conscience of him that is Chancellor, and as that is larger or narrower, so is Equity. `Tis all one as if they should make the standard for the measure we call a "foot" a Chancellor's foot; what an uncertain measure would this be! One Chancellor has a long foot, another a short foot, a third an indifferent foot. `Tis the same thing in the Chancellor's conscience.

Richard Milward, Equity, in Table Talk of John Selden (Frederick Pollock ed.1927) (1689). However, as we find our feet to be roughly the same size as the trial court's, we affirm the trial court and deny all claims of error.

I. Background Facts.

In 1980 Buchanan County leased to Nishna Sanitary Service, Inc. a large plot of land in order to operate what was to be the Buchanan County Landfill. The lease was to continue on a year-to-year basis, unless notice was given on or before September 1 on any given year, whereupon the lease would terminate on March 1 of the following year. In 1994 the Buchanan County Sanitary Landfill Commission entered into an operating agreement with Nishna that delineated the responsibilities and expectations of both parties concerning the operation of the landfill. The operating agreement was effective for a three-year term and was to be extended automatically for an additional three years, unless notice was given on or before January 1 of the final year, whereupon the operating agreement would terminate on July 1 of that year. The operating agreement placed the day-to-day operational costs on Nishna and required the Landfill Commission to pay for leachate¹ control and other closure costs.

In 1996 Nishna sold its landfill operations to Iowa Waste Systems, Inc. As part of that sale, Iowa Waste signed an "Acknowledgment of Transfer" whereby Iowa Waste would be substituted as the party of interest under both the lease and the operating agreement. After it had been operating the landfill for a few months, the Landfill Commission informed Iowa Waste it would be terminating their operating agreement effective July 1, 1997. Iowa Waste expected the notice of termination, but believed a new long-term operating agreement would be agreed upon.

Three months after receiving the notice of termination, Iowa Waste and the Landfill Commission began negotiating for (1) the sale of the landfill to Iowa Waste, (2) a new twenty-five-year operating agreement between the parties, and (3) Iowa Waste to reimburse the Landfill Commission the $200,000 it spent on implementation of the leachate control plan. A few weeks later, the Landfill Commission voted to enter into a letter of intent with Iowa Waste in preparation for the final agreement, but also cautioned that the final agreement was subject to ultimate approval by both the Landfill Commission and the Buchanan County Board of Supervisors. Shortly thereafter, the Landfill Commission rescinded its letter of intent and voted to close the landfill. The County then exercised its right to terminate the lease and notified Iowa Waste.

The termination of the operation agreement became effective July 1, 1997, but the lease for the land did not expire until March 1, 1998. Iowa Waste could not accept additional waste after June 30, 1997, but did have the right to remain on the property for an additional eight months. Immediately following the termination date of the operating agreement, the Landfill Commission, on numerous occasions, requested access to the landfill in order to take over the leachate control measures and begin closure of the landfill. The Landfill Commission also notified Iowa Waste that in the event it failed to grant the Landfill Commission access, it would be solely responsible for the costs of continuing to perform leachate control activities. Iowa Waste refused to allow the Landfill Commission access to the site, continued to simply recirculate the leachate back through the landfill as a temporary measure², and continued to bill the Landfill Commission for the costs of those measures. The Landfill Commission refused to pay these bills.

Iowa Waste barred the Landfill Commission from the land for nearly seven months, during which time the Landfill Commission continued to reiterate its desires to gain access to the property and take over the leachate control measures. Finally on January 26, 1998, Iowa Waste granted the Landfill Commission access to the site in order to initiate permanent leachate control measures.

II. Procedure.

Iowa Waste filed suit against the County and the Landfill Commission in May of 1997, alleging: (1) the Landfill Commission breached the operating agreement when it refused to pay for the implementation of the approved leachate control measures, (2) it was entitled to declaratory judgment regarding its continued possession of the land until the expiration of the lease, the Landfill Commission's obligation to pay for the leachate control measures, and attorney fees (3) it was entitled to indemnification, under the terms of the operating agreement, for costs of implementing the leachate control plan and the attorney fees generated in litigating this claim, (4) the Landfill Commission should be made to specifically perform on the operating agreement, (5) the Landfill Commission should be estopped from revoking the letter of intent under a theory of promissory estoppel, and (6) the Landfill Commission's termination of the operating agreement constituted an unconstitutional taking as it rendered Iowa Waste's disposal permit worthless. The Landfill Commission answered the petition and counterclaimed alleging among other things, (1) Iowa Waste breached the operating agreement by not following all applicable Iowa Department of Natural Resources regulations, (2) Iowa Waste operated the landfill negligently, and (3) Iowa Waste breached the lease by failing to restore the land used to farmland. The County also answered the petition and filed a series of counterclaims.

On summary judgment, the district court: (1) ordered on the declaratory judgment claim that the Landfill Commission was, under the agreement, only responsible for all leachate control costs prior to the termination of the operating agreement, but permitted the claim for attorney fees to proceed to trial; (2) permitted Iowa Waste's indemnification claim to proceed only as to future claims of contamination; and (3) dismissed Iowa Waste's claims of promissory estoppel and unconstitutional taking. Based on the court's handling of the declaratory judgment claim, Iowa Waste amended its petition to include a claim of "quantum meruit/unjust enrichment" for services provided after the termination of the operating agreement. The surviving claims of both parties proceeded to a bench trial. The court ruled, relevant to the present appeal, (1) Iowa Waste was not entitled to recovery on its claim of quantum meruit/unjust enrichment, (2) Iowa Waste could not recover its attorney fees under the contract, (3) the Landfill Commission could recover under breach of contract and negligence for Iowa Waste's operation of the landfill, and (4) Iowa Waste breached the lease by not restoring the land subject to the lease to farmland.

Iowa Waste appeals claiming the trial court erred in: (1) denying recovery on the basis of quantum meruit/unjust enrichment, (2) finding it both negligent and in breach for its operation of the landfill, (3) awarding the County damages for restoration of the land, (4) ushering out its claims of indemnification, promissory estoppel, and unconstitutional taking on summary judgment, and (5) denying recovery of attorney fees.

III. Continued Leachate Recirculation.

Iowa Waste first claims it was denied equitable relief from the costs it incurred in continuing to perform certain leachate measures after the termination of the operating agreement. Iowa Waste blurs two distinct theories of recovery, quantum meruit and unjust enrichment, as its basis for recovery. However despite the years of inseparably connecting these two terms, the two terms are not only markedly different, but not even rooted in the same legal genre. See Bloomgarden v. Coyer, 479 F.2d 201, 208 (D.C.Cir.1973)

; H. Hugh McConnell, Distinguishing Quantum Meruit and Unjust Enrichment in the Construction Setting, 71 Fla. B.J. 88, 88 n. 2 (1997) [hereinafter Distinguishing Quantum Meruit]. In order to appropriately address both theories we must delve into their respective historical underpinnings and pinpoint where the two theories diverge.

The antiquated term quantum meruit literally means "as much as he deserved" and was historically employed in seeking compensation for agreed upon services under the common law writ of assumpsit (meaning "he undertook or promised"). Drake v. Block, 247 Iowa 517, 522, 74 N.W.2d 577, 580 (1956); Distinguishing Quantum Meruit, 71 Fla.B.J. at 88 n. 3. The common writ of assumpsit was not grounded in modern contract law but was simply a remedy designed to hold persons...