Unbridled Spirits Thoroughbred Retirement Ranch, Inc. v. Carl J. Riechers and Elizabeth A. Riechers

IN THE COURT OF APPEALS OF IOWA

No. 24-0650
Filed July 23, 2025

UNBRIDLED SPIRITS THOROUGHBRED RETIREMENT RANCH, INC.,
Plaintiff-Appellant,

vs.

CARL J. RIECHERS and ELIZABETH A. RIECHERS,
Defendants-Appellees.
________________________________________________________________

Appeal from the Iowa District Court for Johnson County, Lars G. Anderson

(counterclaim default judgment, order regarding counsel) and Chad Kepros

(motion for exception, motion to dismiss, motion for additional time), Judges.

A nonprofit organization appeals the district court ruling dismissing its

claims. AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.

Webb L. Wassmer of Wassmer Law Office, PLC, Marion, for appellant.

Guy P. Booth, Cedar Rapids, for appellees.

Considered without oral argument by Greer, P.J., and Langholz and

Sandy, JJ.
2

SANDY, Judge.

We recently remarked that proceeding in a lawsuit “without the assistance

of an attorney is perilous.” Locher & Davis, PLC v. Ruth F. Woller Revocable Tr.,

No. 23-0944, 2024 WL 4761531, at *1 (Iowa Ct. App. Nov. 13, 2024). In the case

before us, proceeding without an attorney proved fatal to the appellant’s claims.

Unbridled Spirits Thoroughbred Retirement Ranch, Inc. (Unbridled) appeals

the district court ruling dismissing its claims brought against Carl and Elizabeth

Riechers for failure to obtain counsel. On appeal, Unbridled argues the district

court incorrectly concluded that a nonprofit corporation cannot be represented by

a non-attorney employee in a civil action. Thus, it argues its claims were

improperly dismissed. Additionally, Unbridled contends the district court erred by

dismissing its claims with prejudice.

Upon our review of the record, we affirm the district court’s ruling dismissing

Unbridled claims for failure to obtain counsel. However, we conclude the district

court erred by dismissing Unbridled’s claims with prejudice.

I. Background Facts and Proceedings

Unbridled is a 501(c)(3) nonprofit corporation that provides shelter and care

for retired thoroughbred racehorses. In November 2020, the organization agreed

to lease nearly twenty-five acres of land from the Riechers to house additional

retired racehorses. Under the purported terms of the lease agreement with the

Riechers, Unbridled agreed to make monthly rental payments of $1475, pay the

utilities for the property, suitably dispose of horse manure that accumulated on the

property, and be responsible for any damage to the property. Unbridled described

the lease agreement as a “lease-to-Purchase” agreement, while the Riechers
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contended the agreement only contained a right of first refusal to purchase the

property.

The relationship between Unbridled and the Riechers started off on a good

note but quickly began to deteriorate. Unbridled accused the Riechers of

consistently attempting to alter the terms of the lease agreement. Conversely, the

Riechers accused Unbridled of failing to make rental and utility payments and to

maintain the property in an appropriate fashion. In April 2021, the Riechers gave

Unbridled notice that it intended to terminate the lease—a decision motivated by

the Riechers’s desire to sell a portion of the property leased by Unbridled. The

notice of termination provided that the lease would terminate on March 1, 2022.

But according to the Riechers, Unbridled remained on the property following

the termination of the lease. The Riechers subsequently filed a forcible entry and

detainer (FED) action to remove Unbridled from the property. In an attempt to

prevent the FED action from moving forward, Unbridled filed a petition for an

injunction and relief pursuant to Iowa Code chapter 560 (2024) on March 16. See

Iowa Code § 560.1 (providing that “where an occupant of real estate has color of

title thereto and has in good faith made valuable improvements” to the property,

“no execution shall issue to put the owner of the land in possession of the

same . . . until the provisions of this chapter have been complied with”).

Unbridled’s petition asserted that the organization had made numerous

improvements to the Riechers’ property and had not been compensated for such

improvements. Additionally, the petition requested that the Riechers be enjoined

from removing Unbridled from the property “until a suitable property of equal value

[could] be obtained.”
4

Of relevance to this appeal, the petition was filed by Christina Norris—

Unbridled’s executive director—on behalf of the organization. Norris is not an

attorney. Within two weeks of the petition being filed, the Riechers filed a

combined answer and counterclaim. As a part of their counterclaim, the Riechers

asserted that Unbridled “committed injury to the real estate” by—among other

things—removing “a portion of [a] permanent fence” on the property, “fail[ing] to

remove manure in compliance with the terms of the lease and the Department of

Natural Resources state regulations,” and “fail[ing] to maintain the premises in a

safe and proper manner.” The Riechers requested a judgment against Unbridled

to compensate them for damage done to the property and for “past due and unpaid

rent and utility bills.”

On April 14, the district court sua sponte entered an order instructing

Unbridled to obtain counsel. In its order, the district court stated:

[T]he bigger problem at this time is that Ms. Norris is proceeding as
the Plaintiff’s representative in this matter. The Iowa Supreme Court
has adopted “the general rule that a corporation may not represent
itself through nonlawyer employees, officers, or shareholders.” The
Court has reviewed the database of attorneys maintained by the
Iowa Supreme Court and available for public review at
www.iowacourts.gov, and it does not appear Ms. Norris is licensed
to practice law in Iowa. Therefore, she may not represent Plaintiff in
this action. Within twenty (20) days of the date of this Order, Plaintiff
shall secure counsel to represent it in this action, with new counsel
to file an appearance within this twenty day time period. If no counsel
appears for Plaintiff within twenty (20) days of the date of this order,
the matter may be dismissed without prejudice, at Plaintiff’s cost, and
without further notice to the parties.

(Emphasis added) (citation omitted). In response to the district court’s order,

Unbridled filed a motion on May 3 for an extension of time to obtain counsel. Of

note, this motion was filed by Angela Buchhop—Unbridled’s executive chief
5

operations officer. Like Norris, Buchhop is not an attorney. The district court

denied Unbridled’s motion for an extension of time, writing:

The Court is made aware of the Plaintiff’s request for an extension
that is filed by Angela C. Buchhop. Ms. Buchhop is not an attorney
and is not allowed to file motions on behalf of the Plaintiff as a result.
Furthermore, this Petition was filed by Plaintiff and it appears was
done without having obtained counsel to pursue this action.
Consequently, the Court may not address the motion for extension
as a result.

In the same order, the district court warned Unbridled to obtain counsel as soon

as possible to avoid having its claims dismissed without prejudice. On May 4, the

day the district court’s twenty-day deadline was set to expire, attorney Stephanie

Hinz filed an appearance on behalf of Unbridled. Additionally, on June 13, attorney

Jennifer Zahradnik filed an appearance for Unbridled. Hinz subsequently withdrew

as counsel on September 6.

After Unbridled secured counsel, the case proceeded normally until

December 2023. However, on December 13, Zahradnik filed a motion to withdraw

as counsel. In her motion to withdraw, Zahradnik asserted Unbridled “breached

the attorney fee contract by nonpayment of attorney fees.” The district court

subsequently entered an order approving Zahradnik’s withdrawal. As part of the

order approving Zahradnik’s withdrawal, the district court directed Unbridled to

“secure alternate counsel within twenty (20) days of the date of this order.” A few

weeks later, the district court entered another order, writing:

On this date, the Clerk of the Court has referred this matter to the
undersigned for review, following entry of the Court’s December 13,
2023 Order. No alternate counsel has appeared for Plaintiff. As a
corporate entity, Plaintiff may not represent itself through nonlawyer
employees, officers, or shareholders. If no counsel appears for
Plaintiff on or before January 24, 2024, Defendants may move for
dismissal of the action, at Plaintiff’s cost.
6

(Citation omitted.) A day before the district court’s January 24 deadline,

Unbridled—through Norris—filed a motion to extend requesting additional time to

obtain counsel. In the motion to extend, Unbridled alleged it had made “due

diligence to obtain counsel before the required due date, but we have been met by

multiple denials either because the attorney’s case load’[s] are too heavy, no one

is experienced with this type of case, or they want an excessive retainer (upwards

of $25,000.00 or more).” The district court granted the motion and gave Unbridled

until February 13 to secure alternate counsel and have such counsel file an

appearance. Additionally, the district court wrote that, “[d]ue to the approaching

April 2, 2024 trial date, the Court is unlikely to grant any further extensions, absent

a showing of extraordinary circumstances by Plaintiff.”

However, Unbridled was unable to secure alternate counsel. On

February 10, Unbridled filed a request “for an exception to the General Rule and

[to] represent itself Pro SE by a nonlawyer officer.” The district court denied this

request, stating, “[n]o such exception is available under the law. As a corporate

entity, Plaintiff is not permitted to represent itself through nonlawyer employees,

officers, or shareholders.” On February 14, the Riechers filed a motion to dismiss

due to Unbridled’s failure to secure counsel. In their motion to dismiss, the

Riechers also requested that a separate hearing be set for their counterclaim.

In an order granting the Riechers’s motion to dismiss, the district court

wrote:

Plaintiff has been informed repeatedly that it must have counsel
represent it in this action due to its corporate status. No counsel has
appeared for Plaintiff, and on February 14, 2024, Defendants filed a
Motion to Dismiss Plaintiff’s claims on grounds that Plaintiff has not
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had counsel appear for it. On February 23, 2024, Plaintiff requested
additional time to secure counsel. Given that trial is only about a
month away, the Court finds that no further extensions should be
granted to Plaintiff to secure counsel. Plaintiff has had ample
opportunity to secure counsel, and has not done so. Plaintiff may
not proceed with its claim by representing itself. Therefore,
Defendants’ February 14, 2024 Motion to Dismiss should be and is
granted, and Plaintiff’s February 23, 2024 request for additional time
to secure counsel is denied. Plaintiff’s claims against Defendants
are dismissed with prejudice. Defendants’ Counterclaim remains set
for trial on April 2, 2024.

(Emphasis added.)

Following the dismissal of its claims, Unbridled did not secure counsel to

defend against the Riechers’s counterclaim. On March 29, the district court

entered an order rescheduling trial for April 4 on Riechers’s counterclaim. In the

order, the district court noted:

[T]here still is no attorney of record for Plaintiff. That being the case,
the Court finds that Plaintiff should be given a date certain by which
to have counsel file an appearance. If counsel does not file an
appearance by that date and time, Plaintiff will be found in default on
Defendants’ counterclaim and the matter will then proceed to a
default hearing to determine damages.

The district court set a deadline of April 2 for Unbridled to secure counsel.

Unbridled subsequently filed a motion to continue trial on the Riecher’s

counterclaim, but the district court took no action on this motion because it was

filed by Norris. Ultimately, Unbridled was unable to secure counsel by the district

court’s deadline, and the district court entered an order finding the organization in

default on the Riecher’s counterclaim. As the district court mentioned in its March

29 order, the scheduled trial for the Riechers’s claim was converted to a default

hearing to determine damages. Following the hearing, a judgment was entered in

favor of the Riechers for $184,682.
8

This appeal followed.

II. Standard of Review

“Our standard of review for a district court’s ruling on a motion to dismiss is

for correction of errors at law.” Hedlund v. State, 875 N.W.2d 720, 724

(Iowa 2016).

III. Analysis

A. Dismissal of Claims

In Hawkeye Bank and Trust, National Ass’n v. Baugh, our supreme court

held that a corporate entity generally may not be represented in a civil action by a

non-attorney employee. 463 N.W.2d 22, 25 (1990) (“We therefore adopt the

general rule that a corporation may not represent itself through nonlawyer

employees, officers, or shareholders.”). Unbridled does not challenge that holding

in this appeal. Instead, it argues the holding should not be extended to nonprofit

entities because of the inherent differences between such entities and

corporations. In other words, Unbridled contends the logic of the supreme court’s

reasoning in Hawkeye Bank is inapplicable to nonprofit entities. Thus, it asks us

to carve out an exception to the general rule announced in Hawkeye Bank and

permit nonprofit entities to be represented by non-attorney employees or officers.

And because the district court concluded that nonprofit entities could not be

represented by non-attorney employees or officers, it asserts its claims were

improperly dismissed. However, we concur with the district court and decline to

carve out an exception permitting nonprofit entities to be represented by non-

attorney employees, officers, or members.
9

In Hawkeye Bank, Terry Baugh—the president and shareholder of a closely

held corporation—attempted to represent a corporation in an action to set aside

alleged fraudulent conveyance made to the corporation. 463 N.W.2d at 23. In

denying Baugh—a non-attorney—the ability to represent the corporation, the

supreme court provided two primary justifications. Id. 24–25. First, the court noted

that courts have almost universally “striven to preserve the corporation as a legal

entity separate from its shareholders.” Id. at 24. Later on in its analysis, the

court’s reasoning crystallized the importance of recognizing the separate legal

statuses of the corporation and its shareholderds:

Given this record, Baugh cannot support a claim that only his
financial interests are at stake. Although he purports to speak for his
sister/shareholders in this matter, the record is devoid of any
suggestion that their views or financial interests mesh with either
Baugh’s or the corporation’s. This circumstance clearly
distinguishes the present case from those cases relied upon by
Baugh in which courts have carved out exceptions to the general
rule.
Moreover, the very nature of this litigation puts the status of
the shareholders and corporation at issue and, possibly, in conflict.
It is the transfer of assets between Baugh family members and the
corporation that Hawkeye Bank seeks to challenge.

Id. at 25.

Unbridled asserts “[t]his rationale, of a potential conflict between the

financial interests of the shareholders, does not apply in the context of a nonprofit

entity.” It contends a “nonprofit entity does not have shareholders or persons who

have an ownership interest in the entity.” Thus, it believes the reasoning

underpinning Hawkeye Bank does not apply to nonprofit entities.

It is true that a nonprofit employee does not have an equity interest in the

organization like a shareholder does in a corporation. But this does not necessarily
10

mean the financial interests of a nonprofit’s employees and officers are aligned

with the entity’s. Furthermore, we believe Unbridled’s argument on this point is too

tenuous. While the rationale of Hawkeye Bank on this point focused on potential

financial conflicts of interest between shareholders and the corporate entity, its

logic is not limited to only that type of conflict of interest. There are a variety of

conflicts of interest that may make it inappropriate for an employee or officer of a

corporate entity to represent it in court. As one of our sister jurisdictions put it:

A corporation must be represented by counsel in legal
proceedings. This rule arises from the fact that a corporation is an
artificial entity that must always act through agents and there may be
questions as to whether a particular person is an appropriate
representative. For example, while an officer of a corporation, i.e.,
an individual such as Van Tholen, may believe review of an
administrative decision is in the best interests of a company, it may,
in fact, not be. The interests of the corporate officers and that of the
corporation, a distinct legal entity, are separate. It is not every case
where the views or interests of a principal and the corporation mesh.
By requiring an attorney to represent a corporation in legal
proceedings, this problem is mitigated.

Downtown Disposal Servs., Inc. v. City of Chicago, 979 N.E.2d 50, 54 (Ill. 2012)

(internal citations omitted). We conclude this was the underlying rationale of

Hawkeye Bank, and we see no reason why it should not be extended to nonprofit

entities.

Second, the court in Hawkeye Bank also expressed concern about the

ethical and practical considerations of allowing non-attorney employees, officers,

or shareholders to represent corporations in civil actions. See 463 N.W.2d at 24

(“[I]t is thought that the rule protects the court and the public from ineptitude and

delay at the hands of persons who are unskilled as well as unlicensed in the
11

practice of law.”). As our neighbors to the north noted, the ethical considerations

of this issue are especially important:

Were it possible for corporations to prosecute or defend actions in
person, through their own officers, men unfit by character and
training, men, whose credo is that the end justifies the means,
disbarred lawyers or lawyers of other jurisdictions would soon create
opportunities for themselves as officers of certain classes of
corporations and then freely appear in our courts as a matter of pure
business not subject to the ethics of our profession or the supervision
of our bar associations and the discipline of our courts.

Nicollet Restoration, Inc. v. Turnham, 486 N.W.2d 753, 755 (Minn. 1992) (citation

omitted). To permit employees or officers of a corporation to represent corporate

entities would invite the unauthorized practice of law.

However, Unbridled contends these concerns can be mitigated. It contends

our courts have “tools to manage unprofessional behavior.” It asserts Iowa’s

district court judges are “excellent at redirecting non-lawyer litigants when they

stray into the irrelevant. When the other side is represented by a lawyer, that

lawyer can assist by making appropriate objections.” Additionally, Unbridled

claims, “[i]f matters get too far out of hand, the trial judge has the power to hold an

obstructive litigant in contempt of court.”

But we are not persuaded that the so-called “tools” Unbridled references

sufficiently mitigate important ethical and practical concerns of permitting

corporations or nonprofit organizations to be represented by non-attorney

employees or officers. The “tools” Unbridled refers to were available in 1990—the

year Hawkeye Bank was decided. If our supreme court believed such “tools”

adequately addressed the practical and ethical considerations on this issue, we

believe it would have stated so. But it did not. Thus, we see no reason why such
12

concerns are not also applicable to non-attorney nonprofit employees or officers

attempting to represent their organizations.

Furthermore, we note that numerous courts—both state and federal—have

concluded that nonprofit entities may not be represented by non-attorney

employees or officers in court. See Save Our Creeks v. City of Brooklyn Park, 699

N.W.2d 307, 309 (Minn. 2005) (noting nonprofit entities must be represented by

an attorney in legal proceedings); see also Brattman v. Sec’y of Commonwealth,

658 N.E.2d 159, 161 (Mass. 1995) (concluding a nonprofit officer who was not an

attorney could not represent the organization in a legal proceeding); People for

Cmty., Inc. v. City of Fort Wayne Neighborhood Code Compliance, 198 N.E.3d 19,

25 (Ind. Ct. App. 2022) (concluding the district court did not err in dismissing a

nonprofit’s claim where the nonprofit was represented by a non-attorney agent);

Free Church of Tonga-Kona v. Ekalesua Ho’ole Pope O Kekaha, No. CAAP-19-

0000005, 2019 WL 2285359, at *2 (Haw. Ct. App. May 28, 2019) (“The same laws

barring a non-attorney from representing another natural person, a corporation, a

partnership, a trust, or limited liability company would also bar a non-attorney from

representing a non-profit association.”); cf. Spirit of the Avenger Ministries v.

Commonwealth, 767 A.2d 1130, 1131 (Pa. Super. Ct. 2001); Graham v. Davis

Cnty. Solid Waste Mgmt. & Energy Recovery Special Serv. Dist., 979 P.2d 363,

369 (Utah Ct. App. 1999); Life Sci. Church, Bible Camp & Christian Liberty Acad.

v. Shawano Cnty., 585 N.W.2d 625, 333–34 (Wis. Ct. App. 1998); Nato Indian

Nation v. Utah, 76 F. App’x 854, 856 (10th Cir. 2003); Strong Delivery Ministry

Ass’n v. Bd. of App. of Cook Cnty., 543 F.2d 32, 34 (7th Cir. 1976).
13

For these reasons, we conclude the holding of Hawkeye Bank should be

applied equally to nonprofit entities.1 Accordingly, the district court did not err by

dismissing Unbridled’s claims for failure to obtain representation by a licensed

attorney.2 Nor did it err in refusing to allow Unbridled to be represented by a non-

attorney in the Riechers’s counterclaim that resulted in a default judgment. 3 We

1 We do not analyze the appellant’s argument analogizing tribal sovereignty to non-

profit status for two reasons: (1) because of the lack of any authority supporting
such analogy, 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.”), and (2) because of the
divergent nature of the two. To the latter, indigenous tribes are treated as
sovereign nations in most respects. See In re N.N.E., 752 N.W.2d 1, 12 (Iowa
2008) (“An Indian tribe’s status is a distinctive combination of sovereignty and
dependency—it is at once an independent nation and a ward of the state.”).
Meanwhile, the primary reason a non-profit entity is treated different than a for-
profit entity is for purposes of determining taxation as a result of their differing profit
motives, see Iowa Code § 422.34 (exempting entities “described in section 501 of
the Internal Revenue Code” from taxation), which is irrelevant when considering
the purposes of requiring attorney representation.
2 We believe the district court’s decision to dismiss Unbridled’s claims were

justified. The Iowa Rules of Civil Procedure provide that “[a] party may move for
dismissal of any action or claim against the party . . . if the party asserting it fails
to comply with the rules of this chapter or any order of the court.” Iowa R. Civ.
P. 1.945. Here, Unbridled repeatedly failed to comply with numerous district court
orders directing it to obtain counsel. Furthermore, this approach is consistent with
how we have treated this issue at the appellate level. See Timberline Builders,
Inc. v. Donald D. Payne Tr., No. 09-0168, 2010 WL 2383916, at *5 (Iowa Ct. App.
June 16, 2010) (striking an appellant corporation’s brief for failure to be
represented by counsel and granting additional time for the corporation to obtain
counsel).
3 In its appellate brief, Unbridled, in passing, requests that we reverse the district

court’s entry of a default judgment. But the only argument that Unbridled arguably
makes for reversal is that it should have been able to proceed represented by its
non-attorney employee. Because that argument fails and any other claim of error
is waived, we affirm the default judgment. See In re J.R., No. 22-1470, 2023 WL
2148760, at *3 (Iowa Ct. App. Feb. 22, 2023) (“We re-affirm that ‘random mention
of [an] issue, without elaboration or supportive authority, is insufficient to raise the
issue for our consideration.’” (alteration in original) (citation omitted)).
14

applaud the district court for its patience in giving Unbridled multiple opportunities

at various stages of the litigation to obtain counsel.4

B. Dismissal with Prejudice

Unbridled also argues that the district court erred by dismissing its claims

with prejudice. It asserts any dismissal should have been without prejudice. It

notes its claims were dismissed “solely because Unbridled . . . did not have an

attorney. It adds that this deficiency “could be readily corrected” by refiling its

claims through an attorney. We agree with Unbridled for two reasons.

To begin our analysis on this issue, we start with some basic principles. “A

dismissal with prejudice is a means of declaring that there has been an

adjudication on the merits.” Hammond v. Fla. Asset Fin. Corp., 695 N.W.2d 1, 8

(Iowa 2005). An adjudication on the merits of a claim will bar that claim from being

asserted against the same party in future litigation. Penn v. Iowa State Bd. of

Regents, 577 N.W.2d 393, 398 (Iowa 1998). And our rules of civil procedure

provide “all dismissals not governed by rule 1.943 or not for want of jurisdiction or

improper venue, shall operate as adjudications on the merits unless they specify

otherwise.” Iowa R. Civ. P. 1.946.5

At first blush, it may seem that the district court correctly dismissed

Unbridled’s claims with prejudice. After all, its claims were involuntarily dismissed.

Thus, arguably its claims should have been dismissed with prejudice. See id. But

4 See Hawkeye Bank, 463 N.W.2d at 26 (concluding the district court abused its

discretion when it did not afford a corporation an opportunity to secure licensed
counsel before proceeding with its case).
5 Iowa Rule of Civil Procedure 1.943 deals exclusively with voluntary dismissals.

Thus, it would be inapplicable in this case because Unbridled’s claims were
involuntarily dismissed.
15

as mentioned above, two reasons lead us to conclude that the dismissal of

Unbridled’s claims should have been without prejudice.

First, the defect in this case was that Unbridled filed a petition through a

non-attorney employee and was not subsequently represented by counsel

throughout most of the proceedings. However, this defect could easily be cured

by permitting Unbridled to refile a petition if it were to secure counsel in the future.

Litigants are typically given opportunities to remedy such defects. See 5B Charles

Alan Wright, Arthur R. Miller & A. Benjamin Spencer, Federal Practice and

Procedure § 1357, at 491 (4th ed. 2024) (noting it is “clear” that dismissals

pursuant to a motion to dismiss are “generally without prejudice . . . because the

district court normally will give the plaintiff leave to file an amended complaint to

see if the shortcomings of the original document can be corrected”).

Second, the district court warned Unbridled that its claims would be

dismissed without prejudice if it did not obtain counsel. It strikes us as

fundamentally unfair to impose a punishment inconsistent with that which the court

affirmatively and clearly articulated.

Accordingly, we reverse this portion of the district court’s ruling because we

conclude Unbridled’s claims should have been dismissed without prejudice.

IV. Conclusion

In sum, we affirm the district court’s ruling dismissing Unbridled’s claims for

failure to obtain counsel. We also affirm the district court’s entry of default

judgment on the Riecher’s counterclaim. However, we conclude the district court
16

erred in dismissing Unbridled’s claims with prejudice, so we remand for the district

court to enter judgment dismissing the claims without prejudice.

AFFIRMED PART, REVERSED IN PART, AND REMANDED.