Lounsbury & Lounsbury, an Iowa Partnership, d/b/a Lounsbury Landscaping, Sand & Gravel v. Garry Lee Mattix Jr.

IN THE COURT OF APPEALS OF IOWA
_______________

No. 24-2000
Filed January 7, 2026
_______________

Lounsbury & Lounsbury, an Iowa Partnership, d/b/a Lounsbury
Landscaping, Sand & Gravel,
Plaintiff–Appellee,
v.
Garry Lee Mattix Jr.,
Defendant–Appellant.
_______________

Appeal from the Iowa District Court for Polk County,
The Honorable Lawrence P. McLellan, Judge.
_______________

AFFIRMED
_______________

Billy J. Mallory and Trevor A. Jordison of Mallory Law, Urbandale,
attorneys for appellant.

William P. Lounsbury, West Des Moines, attorney for appellee.
_______________

Considered without oral argument
by Tabor, C.J., and Ahlers and Langholz, JJ.
Opinion by Ahlers, J.

1
AHLERS, Judge.

Lounsbury and Lounsbury is a landscaping business. One aspect of its
business is selling sand, gravel, topsoil, and other landscaping materials.
Garry Mattix Jr. ran a trucking business. As part of that business, Mattix
bought landscaping materials from Lounsbury. When Mattix failed to pay for
those materials, Lounsbury brought this collection action against Mattix.
Mattix defended, primarily by claiming the outstanding debt to Lounsbury
was owed by a limited liability company (LLC) he owned rather than by
Mattix personally. Following a bench trial, the district court ruled in
Lounsbury’s favor and entered judgment against Mattix for the amount
claimed, plus interest and costs.

Mattix appeals. He contends the district court erred in three ways:
(1) by finding him personally liable for the debt; (2) by permitting Lounsbury
to unilaterally modify the credit agreement; and (3) by considering a course
of dealing as changing the terms of the credit agreement.

I. Standard of Review

We review a district court’s judgment in a nonjury case for correction
of errors at law. Metro. Prop. and Cas. Ins. Co. v. Auto-Owners Mut. Ins. Co.,
924 N.W.2d 833, 839 (Iowa 2019). In nonjury cases, the district court’s fact
findings have the effect of a special verdict and are binding if supported by
substantial evidence. Id. Substantial evidence exists if “a reasonable mind
would accept it as adequate to reach a conclusion.” Lucas v. Warhol, 23
N.W.3d 19, 26 (Iowa 2025) (quoting Crall v. Davis, 714 N.W.2d 616, 619
(Iowa 2006)).

2
II. Analysis

We address each of Mattix’s challenges in turn.

A. Mattix’s Personal Liability

The relationship between Lounsbury and Mattix started in May 2008
when Mattix personally submitted a credit application to Lounsbury.
Lounsbury accepted the application, and Mattix began purchasing goods
from Lounsbury pursuant to their agreement. About one and one-half
months later, Mattix formed a limited liability company (LLC). Mattix
contends that the LLC is liable for all purchases made after the LLC was
formed, including those made in 2021 and 2022 upon which this suit is based.

Mattix’s argument is based entirely on the premise that the LLC is the
party to the credit agreement. But this is refuted by the credit application.
Although the application references “GNA Trucking” (with no reference to
an LLC), Mattix was given the option of submitting the application as an
individual, partnership, or corporation. Mattix chose to submit the
application as an individual. Plus, in the space provided for the applicant’s
federal tax identification number, Mattix provided his social security number.
On its face, the credit application was submitted by Mattix as a sole
proprietorship doing business as “GNA Trucking.” And there is no evidence
that Lounsbury was informed when Mattix created the LLC or that
Lounsbury thought it was selling materials to anyone other than Mattix as a
sole proprietor doing business as GNA Trucking.

The conclusion that Lounsbury did not know it was purportedly
dealing with an LLC is supported by the invoices it sent to Mattix. Those
invoices were addressed to “GNA Trucking”—the name Mattix gave for the
sole proprietorship when he submitted the credit application—with no

3
reference to an LLC. And, when Mattix was asked at trial what would tell
Lounsbury that it was doing business with anyone other than Mattix
personally, Mattix responded, “Good question.” It is a good question. But
it is also one for which Mattix had no answer. The evidence is clear that
Lounsbury supplied materials to Mattix with the understanding—consistent
with the information provided on the credit application Mattix submitted—
that it was dealing with Mattix as a sole proprietor.

In essence, Mattix argues he was an agent for an LLC that he created
after he reached the agreement for the extension of credit with Lounsbury.
Besides the fact that the LLC did not exist when the agreement was reached,
the evidence does not show that Mattix disclosed the existence of the LLC
to Lounsbury such that Lounsbury knew that it was dealing with the LLC
rather than the sole proprietorship being operated by Mattix. If Mattix was
acting as an agent for his LLC, as he now seems to claim, his failure to disclose
the agency relationship defeats his claim. This is because “an agent who
enters into a contract or purchases merchandise from another without
disclosing his principal is held personally liable for it.” Alsco Iowa, Inc. v.
Jackson, 118 N.W.2d 565, 567 (Iowa 1962).

Mattix’s contention that his LLC—rather than Mattix personally—is
liable for the debt owed to Lounsbury is defeated by the terms of the credit
application and by Mattix’s failure to disclose to Lounsbury the existence of
the LLC. Mattix is personally liable for the debt.

B. Claimed Modification of the Credit Agreement

Next, Mattix argues Lounsbury unilaterally modified the terms of the
credit application he signed by (1) extending credit for more than the $3,000

4
requested in the application; and (2) not enforcing the “cash on delivery”
requirement once the account became past due. We reject both arguments.

As to the first argument, the district court found that the reference to
$3,000 in the credit application “does not limit the credit amount to $3,000”
but “was simply the amount Mattix requested initially.” Its finding was based
on the plain language of the application, which asked for the “[a]mount of
credit requested.” Mattix wrote in “3,000.” Therefore, the court’s finding
is supported by substantial evidence. There is no evidence that the parties
agreed to a credit limit. As such, there was no modification of the agreement
by Lounsbury, and Mattix’s claim to the contrary fails.

As to the second argument, we decline to address it because Mattix did
not preserve error for our review.1 Although it is not clear whether Mattix
raised this issue at trial, even assuming he did, the district court did not rule
on it. Given the district court’s failure to address the issue, Mattix was
required to file a motion—pursuant to Iowa Rule of Civil Procedure 1.904(2)
or otherwise—calling that failure to the court’s attention to preserve error.
See Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002) (“When a district
court fails to rule on an issue properly raised by a party, the party who raised
the issue must file a motion requesting a ruling in order to preserve error for
appeal.”). Mattix did not file such a motion, so the issue is not preserved for
our review on appeal.

C. Course of Dealing Changing Terms of Credit Agreement

1
It is not clear whether Lounsbury’s claims that Mattix failed to preserve error on
various issues covers this issue. But, even if Lounsbury did not claim Mattix failed to
preserve error on this issue, we independently consider whether error was preserved. See
Top of Iowa Coop. v. Sime Farms, Inc., 608 N.W.2d 454, 470 (Iowa 2000).

5
Finally, Mattix attempts to advance his arguments addressed in the
prior subsection of this opinion—that Lounsbury exceeded the “credit
limit” of $3,000 and failed to enforce the “cash on delivery” requirement
once the account became delinquent—from a different angle. He repackages
those arguments to assert that Mattix could not waive those terms of the
credit agreement because he was not a party to the agreement.

We question whether error is preserved on this claim. But, even if it
were, the claim fails because it is built on a faulty premise. Mattix’s claim is
based on the assertion that the original credit agreement was between GNA
Trucking and Lounsbury, and Mattix was only a guarantor of GNA
Trucking’s debt. But, as previously discussed, Mattix was the party to the
original credit agreement as a sole proprietorship doing business as GNA
Trucking. GNA Trucking was not a separate legal entity at that time. See
5 Matthew Doré, Iowa Practice Series: Business Organizations § 1:4
(November 2025) (“A sole proprietorship is a business owned and operated
by one person. Since that person owns and operates the business in the
person’s individual capacity, the sole proprietorship is not, technically
speaking, a business ‘organization,’ ‘association,’ or ‘entity’ that exists
separately from the owner. Indeed, in the eyes of the law, the sole
proprietorship is nothing more than an extension of the owner.”). And, as
previously discussed, Mattix never informed Lounsbury when he formed the
LLC. As such, Mattix was a party to the credit agreement. And, as Mattix’s
repackaged arguments are based entirely on his faulty claim that he was not a
party, his repackaged arguments fail.

III. Conclusion

Based on the terms of the credit agreement and Mattix’s failure to
inform Lounsbury of the formation of an LLC, Mattix is personally liable for

6
the goods purchased in pursuit of his business. There was no improper
modification of the agreement by extending more than $3,000 in credit, as
$3,000 was only the initial requested amount of credit, not an agreed-upon
credit limit. And, because Mattix was a party to the credit agreement, his
arguments based on him not being a party fail. Accordingly, we affirm.

AFFIRMED.

7