Craig Bruggeman d/b/a Bruggeman Realty v. Narnus Property Management, LLC

IN THE COURT OF APPEALS OF IOWA
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No. 24-1486
Filed April 1, 2026
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Craig Bruggeman d/b/a Bruggeman Realty,
Plaintiff–Appellee,
v.
Narnus Property Management, LLC,
Defendant–Appellant.
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Appeal from the Iowa District Court for Lyon County,
The Honorable Nancy L. Whittenburg, Judge.
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AFFIRMED
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Marc Odgaard, Omaha, Nebraska, attorney for appellant.

Micah J. Schreurs of Woods, Fuller, Shultz & Smith, P.C., Sheldon,
attorney for appellee.
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Considered without oral argument
by Tabor, C.J., and Greer and Buller, JJ.
Opinion by Greer, J.

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GREER, Judge.

Narnus Property Management, LLC (Narnus) appeals an adverse
summary-judgment ruling dismissing Craig Bruggeman’s lawsuit against it.
The district court granted Bruggeman’s motion for summary judgment
because it found the parties had entered into an enforceable settlement
agreement. Based on the record made, we affirm the dismissal of the case as
Bruggeman was entitled to summary judgment as a matter of law as well as
the award of attorney fees and costs.

I. Background Facts and Proceedings.

In this litigation, Bruggeman sought payment from Narnus for a realty
commission he claimed he had earned. Eight days before the November 16,
2023 bench trial, Narnus initiated negotiations to settle the dispute. Through
emails, the parties floated different settlement amounts until, on November
10, Narnus indicated it “would be willing to agree to make the payment of
$X 1 to resolve this matter.” The email also referenced that “a strict and
comprehensive non-disclosure provision” would have to be involved. That
same day, Bruggeman responded that it “accepts the $X offer, subject to the
execution of a settlement agreement that includes a mutual release of all
claims and an appropriate non-disclosure provision. Please provide a draft
agreement at your earliest convenience.”

After seeking Narnus’s permission, Bruggeman updated the court that
“[t]he parties have reached a settlement, pending execution of a written

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The district court granted Bruggeman’s request for restricted access based upon
the “confidential settlement agreement reached between the parties.” So, we use “$X”
to reflect the amount the parties agreed would resolve the damages request and use
“$XX” to reflect the amount the parties agreed would be the liquidated damage award if
applicable.

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agreement. Trial thus should not be necessary.” Narnus was copied on this
email chain. The court then acknowledged the purported settlement and
thanked the parties for advanced notice of the settlement. It is assumed from
the district court’s response that the trial date was cancelled.

On this same date, Narnus offered to prepare a proposed settlement
agreement (PSA) and send it by Monday, November 13. Instead, Narnus sent
the first PSA (PSA 1) on the morning of November 15, the day before trial
was previously set to begin. Bruggeman responded mid-afternoon with a red-
lined version of the PSA (PSA 2). After reviewing the changes, Narnus
objected that the modifications were not “reasonable” and set out its
concerns. Several emails followed discussing their disagreements concerning
the scope of the nondisclosure agreement and whether it should include
liquidated damages in the event confidentiality was breached. Narnus sent
the last email of that day’s exchange in the late afternoon explaining his
position.

After not receiving a response to its last email, late that night, Narnus
emailed the court, copying Bruggeman, explaining the parties had not yet
reached a final agreement, Narnus had not received a response to its mid-
afternoon email, and Narnus was unsure if an agreement would take place.
No one responded to Narnus’s email that evening.

In the morning, without alerting the court or opposing counsel of this
plan, Narnus’s counsel started out to Lyon County, apparently believing trial
would still be held in the absence of a finalized settlement despite the parties’
previous correspondence with the court. Early that morning, continuing
negotiations unaware Narnus was heading to court, Bruggeman emailed a
new settlement proposal (PSA 3) to Narnus. At this point, Narnus’s counsel
informed Bruggeman he could not review the draft as he was “currently

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driving” but noted that his client “would agree to $XX as [liquidated]
damages to get this resolved.” Narnus’s counsel then suggested if
Bruggeman was “agreeable,” to bring the latest settlement draft to the
courthouse.

Meanwhile, around 9:37 a.m., the court confirmed by email to all
parties that it “presume[d] no counsel is present at the Lyon County
Courthouse for trial. I know that I am not based on [Bruggeman’s] previous
email.” The court instructed that if settlement is not reached to notify it and
a new trial would be set. Narnus’s counsel emailed Bruggeman’s counsel that
he was heading back to his office and would review PSA 3 at that time. Five
minutes later, Bruggeman expressed agreement to the $XX liquidated
damages amount over email and sent an updated red-lined and clean copy of
the PSA (PSA 4), suggesting they could get “signatures today by docusign.”
Narnus did not respond that day. The next day, Bruggeman inquired about
obtaining “final approval for client signatures.”

And here is where the wheels came off, so to speak, as Narnus did not
respond to the follow-up emails asking about the settlement that Bruggeman
sent on November 17 and 20. But on November 22, Narnus’s counsel wrote:
My client is deciding whether or not it wants to enter into this
agreement. Your email to the judge was that we had resolved it, subject to
there being an executed agreement. After my email to [Bruggeman’s
counsel] at 3:51 the day prior to trial, I received no response for the
remainder of the day. We did not have an executed agreement, and I
presumed that we were proceeding with trial. Accordingly, I prepped that
night and traveled early the next morning to appear for trial, and wasted six
hours on the road. I will get back to you next week.

Despite apparent agreement on the last outstanding issue over the liquidated
damage amount, Narnus disengaged from negotiations and failed to respond

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to several emails from Bruggeman. Negotiations over any of the PSA 4 terms
or any other issues never resumed.

Finally, on December 4, Narnus responded to Bruggeman’s request for
the signed agreement and indicated it would be sending “another proposal
this week.” To this response, Bruggeman gave an end-of-day deadline to sign
PSA 4. After Narnus emailed that no agreement was reached by the parties
and that those efforts ended the morning of trial, Bruggeman moved to
amend his petition to include a breach-of-contract claim and a request for
attorney fees. The court granted Bruggeman’s motion to amend after a
contested hearing.

Bruggeman then moved for summary judgment. The court granted
the motion, finding that the parties’ initial emails created an enforceable
contract and the subsequent correspondence on liquidated damages modified
that early agreement. And the court awarded attorney fees and costs to
Bruggeman, based on language in the proposed written contract. Narnus
appeals.

II. Standard of Review.

We review a ruling on a motion for summary judgment for correction
of errors at law. Slaughter v. Des Moines Univ. Coll. of Osteopathic Med.,
925 N.W.2d 793, 800 (Iowa 2019). “Summary judgment is proper when the
moving party has shown there is no genuine issue as to any material fact and
the moving party is entitled to judgment as a matter of law.” EMC Ins. Grp.
v. Shepard, 960 N.W.2d 661, 668 (Iowa 2021) (cleaned up). We review “the
record in the light most favorable to the nonmoving party.” Slaughter, 925
N.W.2d at 800 (citation omitted). On the question of whether a settlement
agreement was reached, “the burden of proof . . . is upon the party alleging

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same and such burden never shifts.” Atl. Veneer Corp. v. Sears, 232 N.W.2d
499, 504 (Iowa 1975).

Review of an award of attorney fees is for abuse of discretion. See
NevadaCare, Inc. v. Dep’t of Hum. Servs., 783 N.W.2d 459, 469 (Iowa 2010).

III. Analysis.

Narnus argues the district court erred in (1) finding the parties’ email
exchange was sufficient to create an enforceable settlement agreement and
(2) awarding attorney fees and costs based on that agreement. Specifically,
Narnus contends the parties never formed an enforceable settlement because
the terms were still disputed and they did not mutually intend to be bound
until after a written agreement was signed. Bruggeman contends the parties
agreed to the material terms of the agreement; there were writings, including
the final settlement agreement; and there was nothing left to negotiate.
Thus, a binding settlement occurred.

“Settlement agreements are contracts”; we apply contract law
principles when determining whether a settlement is formed and in
interpreting its provisions. Recio v. Fridley, 30 N.W.3d 532, 539 (Iowa 2025).
“For an agreement to be binding on the parties, they must manifest their
mutual assent to the terms of the agreement.” Id. Overall, “[t]he law favors
settlements.” McNeal v. Wapello Cnty., 985 N.W.2d 484, 491 (Iowa 2023).

At the summary judgment stage, Narnus focused its resistance on the
argument that there could only be a settlement if the parties reduced the
terms to a writing and that it never accepted the red-lined versions found in
PSA 4 so the parties were not yet done negotiating. We look to the record
made at the summary judgment stage, which included affidavits of the

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attorneys, the email negotiations, and proposed versions of the settlement
agreement.

1. Was an agreement reached? Taking each of Narnus’s arguments
separately, we start with the assertion that the parties did not have a meeting
of the minds, thus no agreement that could be enforced. We consider the
email exchanges and the various versions of the PSA. On that review, we find
that the emails exchanged between the parties established material terms of
the settlement: settlement amount, confidentiality, mutual releases, and the
liquidated damage amount. See Severson v. Elberon Elevator, Inc., 250 N.W.2d
417, 420 (Iowa 1977) (noting that an oral contract can exist even though the
parties’ intent is to reduce it to a writing later).

We disagree with Narnus that the last version, PSA 4, contained terms
yet to be negotiated as most of the language originated from Narnus’s own
draft language. After comparing the versions of PSA 1, drafted by Narnus,
with the final, red-lined version of PSA 4 sent the morning of trial, the
changes conformed with the parties’ email agreements, such as modifying
the release to be a mutual release. There were minor, non-substantive
changes to some of the paragraphs, but the main change related to the
parties’ agreement to be bound by a $XX liquidated damage provision.2 Thus
we view most of the red-line changes as terms that are “actually not essential
contract elements but are either optional or matters of implementation.” Id.;
see also Elkader Coop. v. Matt, 204 N.W.2d 873, 875 (Iowa 1973) (“It is
generally held an oral agreement may be enforceable, even though the parties

2
Bruggeman explained that the changes made in both PSA 3 and PSA 4 were non-
substantive, such as deleting that any parties not represented by counsel had the
opportunity to have legal counsel review the agreement since both sides were represented
and modifying language to include both Bruggeman as an individual and his business.

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contemplate that it be reduced to writing and signed, if it is complete as to its
terms and has been finally agreed to.”).

On appeal, Narnus further clarified that the term “an appropriate non-
disclosure agreement” as referenced in an email from Bruggeman, is
ambiguous and required further elaboration. We see that argument as a red
herring. As to what was left to negotiate here, Narnus provides no context.
This is “the put up or shut up moment in a lawsuit”; a nonmovant “must
show what evidence it has that would convince a trier of fact to accept its
version of the events.” Garrison v. New Fashion Pork LLP, 977 N.W.2d 67, 88
(Iowa 2022) (citation omitted). At the summary judgment hearing,
Bruggeman noted:
I think it’s telling opposing counsel hasn’t identified a single
material term still in dispute by the parties. That’s because to the extent
there was a dispute, that agreement was amended by their email we
accepted.

Likewise, the redline revisions . . . opposing counsel keeps pointing
out, oh, we had sent another redline revision on November 16 in the
morning and again with a subsequent email. I will point out to the court
that is misleading because the only substantive changes in those redline
revisions were the amount of liquidated damages.

We agree with this assessment. At the summary judgment hearing,
Narnus only vaguely pointed to PSA 4 calling it “different and ha[ving]
material terms that were changed from [the PSA 3 draft].” Contrary to that
view, Bruggeman argued,
we sent an updated formal document that included the exact number of
liquidated damages they proposed and we accepted and that was the
change made in the final document. The only reason it wasn’t signed is
because [Narnus] then refused to sign the document that included the
terms of their own offer.

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From our review, the final draft of the PSA, PSA 4, included
nondisclosure language taken from Narnus’s original draft, PSA 1, with these
non-substantive changes:

So, we reject Narnus’s contention that “[t]he redlined provisions were the
disagreement.”

On this record, we do not find that the terms of the settlement and the
corresponding conditions as set out in PSA 4, which in large part are
Narnus’s words, are ambiguous or require additional factual development as
it is clear that when read together, they are consistent with the settlement
negotiations. “An agreement to agree to enter into a contract is of no effect
unless all of the terms and conditions of the contract are agreed on and
nothing is left to future negotiations.” Scott v. Grinnell Mut. Reins. Co., 653
N.W.2d 556, 562 (Iowa 2002) (cleaned up). Narnus just refused to sign the
document. So we find that the parties formed an agreement as to the terms
set out in the settlement agreement, and we move to Narnus’s second issue.

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2. Were the parties only bound if they signed a written agreement? True,
the parties continued to negotiate the details of the agreement without ever
signing a final written agreement. Yet, looking at the settlement emails and
the assorted PSAs, there is competent, undisputed evidence the parties
shared an understanding of the settlement terms’ scope. See Royal Indem. Co.
v. Factory Mut. Ins., 786 N.W.2d 839, 846 (Iowa 2010) (“[C]ontract terms
must be sufficiently definite for the court to determine the duty of each party
and the conditions of performance.”). To that end, Bruggeman counters that
a settlement need not be in writing to be enforceable. See Wende v. Orv Rocker
Ford Lincoln Mercury, Inc., 530 N.W.2d 92, 95 (Iowa Ct. App. 1995) (“A
settlement agreement need not be reduced to a writing before it is enforceable
unless required by statute or court rule.”). But Narnus contends
Bruggeman’s own words referencing the agreement was “subject to” or
“pending” a writing meant the parties could only be bound by a signed
writing.

Narnus points to Emory Industrial Services, Inc. v. Stewart, 567 F.
Supp. 3d 1080 (S.D. Iowa 2021), a federal case, as support for the argument
that a signed written agreement was required to make any preliminary
negotiations enforceable. Emory, however, can be easily distinguished. See
567 F. Supp. 3d at 1086–89 (finding that the parties did not enter into a
binding and enforceable agreement as they still were negotiating new issues
and drafting several contracts after the alleged settlement). Unlike the
situation before us, in Emory, the parties traded documents after their email
negotiations, which included a settlement agreement, confession of
judgment, and consent decree. Id. at 1084. On top of that, these newly
drafted documents contained provisions that were never mentioned in the
email negotiations. Id. at 1087 (noting that after the email negotiations five
new issues, not mentioned earlier, were raised). And in a follow-up email

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after trading documents, one party characterized the negotiations as being
“close” to an agreement. Id. at 1085. Thus, the court reasoned that the
parties did not reach a binding and enforceable agreement after applying the
factors found in Recker v. Gustafson, 279 N.W.2d 744, 750–51 (Iowa 1979).
Emory, 567 F. Supp. 3d at 1086–89. And while we consider the
persuasiveness of federal precedent, we are by no means bound by it. State
v. Ochoa, 792 N.W.2d 260, 267 (Iowa 2010) (“The degree to which we follow
[federal] precedent, or any other precedent, depends solely upon its ability to
persuade us with the reasoning of the decision.”).

So we examine how Iowa authority has addressed the Recker factors as
they offer considerations to help determine whether parties intended to be
bound before execution of a written agreement and include:
whether the contract is of a class usually found to be in writing, whether it
is of a type needing a formal writing for its full expression, whether it has
few or many details, whether the amount is large or small, whether the
contract is common or unusual, whether all details have been agreed upon
or some remain unresolved, and whether the negotiations show a writing
was discussed or contemplated.

279 N.W.2d at 750–51 (citation omitted); see also id. (determining oral
negotiations resulted in a contract for sale even though contracts for sale of
land are usually found to be in writing).

While a formal writing was required for the nondisclosure agreement,
that and the settlement agreement were not unusual or complex, the
settlement amount was small, and all details were agreed upon. But, along
with those factors, when the totality of the circumstances is consistent with
the conclusion that the parties acted as if they had a binding agreement, the
agreement will be enforced. Id. at 751; see also McCarter v. Uban, 166 N.W.2d
910, 913–15 (Iowa 1969) (upholding a proposed lease that contained all

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essential agreed upon terms, from which one party backed out, after
considering that “[t]he existence of an agreement or meeting of the minds
should not alone be determined from the words used by the parties, but also
from the situation and surrounding circumstances and by the inferences
which mankind would ordinarily and reasonably draw therefrom”). Here,
the surrounding circumstances are that negotiations were complete, the
terms were confirmed, and PSA 4 was primarily in Narnus’s language. On
top of that, on the day of trial, Narnus emailed that it would “agree[] to $XX
as [liquidated] damages to get this resolved” and then instructed Bruggeman
to bring the agreement to the courthouse. Instead, Bruggeman offered the
use of Docusign to obtain signatures on that same day. These discussions
suggest that the agreement was complete and the signing of the document
was a formality, which would normally be the case in most settlement
negotiations that had finalized.

As we see it, the parties came to a meeting of the minds related to the
terms and those terms were formalized in a writing—by email. Finding that
no material facts were disputed regarding the agreed-upon terms and that
continued negotiations were unnecessary, one would expect that the next
step would be to simply sign the document formalizing those terms. See
Horsfield Constr. Inc. v. Dubuque Cnty., 653 N.W.2d 563, 570–71 (Iowa 2002)
(applying the tenets of Restatement (Second) of Contracts section 27 (A.L.I.
1981)). Given our findings, we apply the considerations contained in the
comments of section 27 of the Restatement (Second) of Contracts, which
provide:
a. Parties who plan to make a final written instrument as the
expression of their contract necessarily discuss the proposed terms of the
contract before they enter into it and often, before the final writing is made,
agree upon all the terms which they plan to incorporate therein. This they
may do orally or by exchange of several writings. It is possible thus to make

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a contract the terms of which include an obligation to execute subsequently
a final writing which shall contain certain provisions. If parties have
definitely agreed that they will do so, and that the final writing shall contain
these provisions and no others, they have then concluded the contract.

b. On the other hand, if either party knows or has reason to know
that the other party regards the agreement as incomplete and intends that
no obligation shall exist until other terms are assented to or until the whole
has been reduced to another written form, the preliminary negotiations
and agreements do not constitute a contract.

c. Among the circumstances which may be helpful in determining
whether a contract has been concluded are the following: the extent to
which express agreement has been reached on all the terms to be included,
whether the contract is of a type usually put in writing, whether it needs a
formal writing for its full expression, whether it has few or many details,
whether the amount involved is large or small, whether it is a common or
unusual contract, whether a standard form of contract is widely used in
similar transactions, and whether either party takes any action in
preparation for performance during the negotiations. Such circumstances
may be shown by oral testimony or by correspondence or other preliminary
or partially complete writings.

Restatement (Second) of Contracts § 27 cmts. a–c (A.L.I. 2024). We find
that comment a applies to these undisputed facts.

As a practical matter, in the record developed for summary judgment
consideration, we find the emails show standard settlement negotiations,
with agreements confirmed through email, that are traditionally
memorialized in a written document prior to the dismissal of the lawsuit.
The emails reflect the parties’ agreement over the specific monetary terms,
which have not been disputed by Narnus. For some reason, Narnus simply
refused to sign or to respond.

There were no further negotiations following the trial date. Narnus’s
emails after the trial date suggest irritation over having to travel to the

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courthouse, noting “those [settlement] efforts ended the morning of trial”
without any discussion over what was disputed in the previous negotiations.
At no time were there any subsequent discussions over any terms that
remained to be negotiated. It is also telling that, even after the district court
instructed if the parties had not yet settled they should ask for a new trial
setting conference, Narnus never responded to or acted on that direction.
While the parties contemplated that a writing would be needed to
memorialize their agreement before the dismissal was filed, it is not
legitimately disputed that the agreement was prepared and that it set out the
agreed-upon terms. As comment a contemplates, an exchange of writings
can include “an obligation to execute subsequently a final writing.” Id.
cmt. a. And, where the final writing does contain “these provisions and no
others, they then have concluded the contract.” Id. This is what happened
here.

Other than the position that Narnus could only be bound if it signed
the settlement agreement, it raises no specific contractual defense. And this
matter can be distinguished from cases more aptly fitting under comment b
where the courts have pointed to other terms that were in discussion or had
not yet been “assented to.” Id. cmt. b; see also Faught v. Budlong, 540 N.W.2d
33, 40 (Iowa 1995) (finding “[t]he parties’ prior dealings were simply
preliminary negotiations and expressions of terms to be formally
memorialized in a written agreement executed by the parties,” but no binding
agreement was reached in any event because the parties were still negotiating
terms); see also Bradley v. W. Sioux Cmty. Sch. Bd. of Educ., 510 N.W.2d 881,
884–85 (Iowa 1994) (finding oral negotiations not binding where matters
were still to be decided and considered by the board); Emp. Benefits Plus, Inc.
v. Des Moines Gen. Hosp., 535 N.W.2d 149, 153–54 (Iowa 1995) (finding that
even though both parties contemplated a written contract, the oral agreement

14
was enforceable given the parties’ intent to be bound based upon the
negotiations and actions). No case applying comment b deals directly with
this fact pattern where the parties agreed to the terms that were included in
a writing that was primarily drafted by the party who then refused to sign it.

We find that the parties had a final writing, with substantive terms
provided by Narnus, modified pursuant to conditions to which the parties
had assented, with the obligation to execute the writing subsequently. With
that agreement in place and because Narnus could not identify any term that
required further discussion at the summary judgment hearing, the district
court was correct, as a matter of law, to enforce its terms.

3. Award of attorney fees and costs. Narnus also disputes the award of
attorney fees and costs. Narnus first asserts that because there was no
binding and enforceable settlement agreement,3 Bruggeman cannot be
entitled to attorney fees. Narnus next argues that even if Bruggeman has
established an entitlement to attorney fees, the award was excessive. Narnus
has the burden to show the unreasonableness of the requested fee. See Boyle
v. Alum-Line, Inc., 773 N.W.2d 829, 832 (Iowa 2009) (“The party opposing
the fee award then has the burden to challenge, by affidavit or brief with
sufficient specificity to give fee applicants notice, the reasonableness of the
requested fee.” (cleaned up)).

First and foremost, Narnus gives us little to go on in its appellate
briefing by way of legal analysis. No authority is cited in the argument section
of the briefing on this issue. Still, we address the argument that had

3
We find this argument was waived as Narnus did not cite any authority for its
position related to the authority of the court to grant the fees once it established the parties
had a binding agreement. See Iowa R. App. P. 6.903(2)(a)(8)(3) (“Failure to cite authority
in support of an issue may be deemed waiver of that issue.”).

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Bruggeman just attended the trial and not filed summary judgment, this fee
award would be substantially less. We do not agree with that analysis or find
that the district court abused its discretion in the award of attorney fees and
costs. “A court abuses its discretion when the grounds or reasons for the
court’s decision are clearly untenable or when the court has exercised its
discretion to an extent that is clearly unreasonable.” Equity Control Assocs.,
Ltd. v. Root, 638 N.W.2d 664, 674 (Iowa 2001) (cleaned up).

Finding no abuse of discretion, we affirm the attorney fee and cost
award.

IV. Conclusion.

We therefore affirm the grant of summary judgment to Bruggeman,
including the award of attorney fees and costs.

AFFIRMED.

Tabor, C.J., concurs; Buller, J., dissents.

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BULLER, Judge (dissenting).

In this close case, I part ways with the majority primarily because of
the procedural posture. If everything about the district court’s ruling
remained the same, but it was entered after a bench trial, I would vote to
affirm. But because the decision was rendered at summary judgment, I
dissent and would reverse and remand for further proceedings.

At summary judgment, the district court had to view the record “in
the light most favorable to the nonmoving party.” Deeds v. City of Marion, 914
N.W.2d 330, 339 (Iowa 2018). And the court was only permitted to enter
summary judgment if the moving party showed there was no disputed
“genuine issue of material fact.” Id. (cleaned up).

As the majority notes, the summary-judgment record here consisted
of affidavits from counsel, emailed correspondence, and the various
settlement-agreement drafts (including redlines). From these documents, I
think there are disputed facts on whether there was a meeting of the minds
on all material terms and whether the parties intended to be bound before
reducing the agreements to writing.

On materiality, the settlement drafts demonstrate the parties lacked a
shared understanding of the term “appropriate non-disclosure agreement.”
I cannot say the term is unambiguous when reviewing the record in the light
most favorable to Narnus and considering Bruggeman’s burden. As to
whether the parties intended to be bound without a final written agreement,
I think the evidence is again equivocal, unless we resort to credibility
determinations regarding Narnus’s assent and the materiality of certain
redlined edits.

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There are perhaps fair questions about whether the protestations by
Narnus’s counsel were made in good faith or concerned material issues. And
I certainly understand the district court’s frustration below. But I think these
disputed fact questions had to be resolved adversely to Bruggeman at
summary judgment. E.g., id.

Fully recognizing I would likely to come to the same outcome as the
district court in resolving disputed fact and credibility questions if the matter
had been tried, I reluctantly conclude this case should be reversed based on
its procedural posture.

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