Life Investors Ins. Co. of Am. v. Estate of Corrado, 13–0102.

• Decision Date: 18 October 2013
• Docket Number: No. 13–0102.,13–0102.
• Citation: 838 N.W.2d 640
• Parties: LIFE INVESTORS INSURANCE COMPANY OF AMERICA, Appellant, v. ESTATE OF John M. CORRADO and Federal City Region, Inc., Appellees.
• Court: Iowa Supreme Court

838 N.W.2d 640

LIFE INVESTORS INSURANCE COMPANY OF AMERICA, Appellant,
v.
ESTATE OF John M. CORRADO and Federal City Region, Inc., Appellees.

No. 13–0102.

Supreme Court of Iowa.

Oct. 18, 2013.

[838 N.W.2d 642]

David R. Levin of Drinker Biddle & Reath LLP, Washington, D.C., Wilford H. Stone and Amy L. Reasner of Lynch Dallas, P.C., Cedar Rapids, for appellant.

Robert R. Rush of Rush & Nicholson, P.L.C., Cedar Rapids, and Louis P. Malone III of O'Donoghue & O'Donoghue LLP, Washington, D.C., for appellees.

WIGGINS, Justice.

A federal court certified two questions to this court pursuant to Iowa Code section 684A (2013). The questions certified are as follows:

1. If a party receives a copy of an executed contract with that party's signature thereon, even where it is not known who applied the party's signature to the contract or whether the signature was authorized, and the party (a) does not challenge the signature or otherwise object to the contract, and (b) accepts benefits and obligations under the contract for at least six years, then has the party ratified the contract and is the party, therefore, bound by the terms of the contract?

2. If a party receives a copy of an executed contract with that party's signature thereon, even where it is not known who applied the party's signature thereto, and the party (a) does not challenge the signature and (b) accepts benefits and obligations under the contract for at least six years, then is the party estopped from challenging the signature as a basis for asserting that he is not bound by the contract?

We answer the first question in the affirmative. As the first question is determinative of the outcome in the certifying court, we find it unnecessary to answer the second question.

I. Federal Court Proceedings.

On June 3, 2010, the United States District Court for the Northern District of Iowa granted summary judgment to plaintiff Life Investors Insurance Company of America (LICA) and determined that defendants John Corrado ¹ and his company Federal City Region (collectively, Corrado) ratified a contract between Corrado and LICA. The contract was a settlement agreement resolving a dispute between the parties. On August 10, 2012, the United States Court of Appeals for the Eighth Circuit reversed the grant of summary judgment and concluded the district court erred for two reasons. Life Investors Ins. Co. of Am. v. Fed. City Region, Inc., 687 F.3d 1117, 1122 (8th Cir.2012). The district court first erred in considering unauthenticated evidence, and second, in extending the doctrine of ratification in its order based on inapplicable Iowa caselaw and Restatement sections. Id. at 1121–22. The Eighth Circuit remanded the case to the district court for consideration of these issues. Id. at 1122–23.

On remand, the district court directed the parties to brief the issues of authentication and ratification, and subsequently entered an order on November 26, finding the settlement agreement authenticated. The district court determined that it was

[838 N.W.2d 643]

prudent to certify the ratification question to the Supreme Court of Iowa.

On November 29, Corrado filed a notice of appeal and a petition for writ of mandamus with the Eighth Circuit, arguing the district court violated the Eighth Circuit decision. The Eighth Circuit denied the motion. On January 11, 2013, the district court certified to our court the two questions previously set out in this opinion. The district court also provided us with a statement of facts pursuant to Iowa Code section 684A.3.

The statement of facts provides:

Beginning in 1977, John Corrado and his company, Federal City Region (FCR), collectively Corrado, marketed insurance products underwritten by Life Investors Insurance Company of America (LICA) ². Corrado received advances upon commissions, and in exchange therefor, executed promissory notes and assigned certain liens to LICA. Following disputes over the amount owed LICA by Corrado, they met in February, 1993, in an effort to reach agreement on the dispute. On June 9, 1993, LICA provided Corrado with a copy of the [settlement agreement], stating that Corrado was to sign the [settlement agreement] and return it to LICA. On June 22, 1993, LICA came into possession of a copy of the [settlement agreement] purporting to bear Corrado's signature, and LICA promptly thereafter sent a copy of that signed [settlement agreement] to Corrado. The [settlement agreement] provided that its purpose was to resolve a financial dispute between the parties, and it provided for a series of advances and payments between LICA and Corrado. The disputed pre-settlement debt exceeded $1,400,000, and was reduced to $993,010 by the [settlement agreement]. From 1993 to 2000, the parties operated under the [settlement agreement], with commissions paid to Corrado and credits made as though no debt existed other than under the [settlement agreement]. From 1993 to 2000, Corrado did not challenge the signatures on the [settlement agreement]. Beginning in 2001, when the terms of the [settlement agreement] required Corrado to pay larger sums, he challenged the validity of the signatures on the [settlement agreement].

II. Standard of Review.

It is within our discretion to answer certified questions from a United States district court. Iowa Code § 684A.1 (stating the court “may” answer a certified question). We may answer a question certified to us when (1) a proper court certified the question, (2) the question involves a matter of Iowa law, (3) the question “may be determinative of the cause ... pending in the certifying court,” and (4) it appears to the certifying court that there is no controlling Iowa precedent. Id.

III. Legal Impediments to Answering the Questions.

Corrado asserts that we should decline to answer the certified questions because we lack specific factual findings on three issues: (1) whether Corrado and LICA formed a contract based on additional facts not contained in the certification order, (2) whether the doctrine of laches applies to bar the underlying claim, and (3) whether the contract is illegal.

We may decline to answer the certified questions if the court lacks specific findings of fact or finds the factual record

[838 N.W.2d 644]

to be unclear. See Eley v. Pizza Hut of Am., Inc., 500 N.W.2d 61, 63 (Iowa 1993). We should not answer “questions which admit of one answer under one set of circumstances and a different answer under another, neither of which is inconsistent with the certificate.” Atlas Life Ins. Co. v. W.I. S., Inc., 306 U.S. 563, 573, 59 S.Ct. 657, 662, 83 L.Ed. 987, 994 (1939). Finally, we restrict our answer to the facts provided by the certifying court when answering a certified question. Willow Tree Invs., Inc. v. Wilhelm, 465 N.W.2d 849, 849 (Iowa 1991).

A. Whether Corrado and LICA Formed a Contract Based on Additional Facts Not Contained in the Certification Order. Corrado contends we need to consider additional facts to determine if the parties formed a contract before we can answer the certified questions. We disagree.

Additional facts are not necessary to answer the first certified question concerning ratification of a contract. Corrado argues the parties never formed a contract, based on his experience and communication with LICA. Corrado identifies various facts to show the parties never formed a contract from his viewpoint.

However, it is not necessary for us to consider additional facts to determine whether Corrado ratified the contract signed by an unidentified party. As we explain later in this opinion, Corrado could subsequently ratify the contract even without having initially known the terms or without an initial meeting of the minds between him and LICA.

Further, whether Corrado expressly or implicitly authorized a person to sign on his behalf is not a necessary fact to determine whether Corrado ratified the contract. A principal may ratify the unauthorized act of an agent. See Abodeely v. Cavras, 221 N.W.2d 494, 502 (Iowa 1974) (stating a factor to determine whether a contract is ratified often is whether a principal accepted benefits from an agent's unauthorized act). Even if the actor who signed the contract was not Corrado's agent at the time of signing, “[a] person may ratify the act of an actor who was not an agent at the time of acting,” providing the actor purports to be the person's agent or assumed to be the person's agent. Restatement (Third) of Agency ch. 4, intro. note, at 304 (2006). Therefore, we do not need additional...