Chad Michael Reed v. Dean Edward Anderson

IN THE COURT OF APPEALS OF IOWA
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No. 24-1340
Filed April 1, 2026
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Chad Michael Reed,
Plaintiff–Appellee,
v.
Dean Edward Anderson,
Defendant–Appellant.
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Appeal from the Iowa District Court for Jefferson County,
The Honorable Crystal S. Cronk, Judge.
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AFFIRMED
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Steven E. Ort of Bell, Ort & Liechty, New London, attorney for appellant.

Matthew J. Adam, Nicholas Petersen, and Ryan C. Shellady (until withdrawal) of
Simmons Perrine Moyer Bergman PLC, Cedar Rapids, attorneys for appellee.
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Considered without oral argument
by Tabor, C.J., and Ahlers and Langholz, JJ.
Opinion by Ahlers, J.

1
AHLERS, Judge.

In 2016, Chad Reed and Dean Anderson entered a contract for the sale of
farmland that Reed had been renting from Anderson for several years. The
contract called for Reed to purchase the land by paying Anderson $165,200 in
exchange for a warranty deed. The agreement did not include a closing date. Reed
paid Anderson $50,000 in earnest money, as required by the contract. A title
opinion revealed multiple liens on the property. Anderson failed to clear the liens
and did not tender a warranty deed. Reed continued to farm the land while he
waited for Anderson to fulfill Anderson’s end of the bargain.

In 2020, Reed petitioned for specific performance to effectuate the transfer
of the property to him. Anderson filed a counterclaim based on unjust enrichment
seeking rent for Reed’s continued use of the land. Following a trial, the district
court concluded that the purchase contract was valid and Anderson was not
entitled to cash rent, rejecting his unjust enrichment claim. The court ordered
Anderson to allow Reed’s attorney to try to negotiate the release of the remaining
liens on the property and then deliver a warranty deed to Reed upon payment of
the remaining purchase price. It also provided a means for Reed to recover the
$50,000 in earnest money should Anderson fail to secure marketable title to
convey to Reed.1 Neither party appealed that order.

In 2024, Anderson filed a “petition for declaratory ruling.” He contended
that Reed owed cash rent for the period since the contract was signed and, since
Reed had not paid it, the unpaid balance should be credited against the $50,000
earnest money payment. According to Anderson, this left only $122 of the earnest
money to go toward the purchase price. He sought the court’s declaration that the

1
The order stated:
In the event that Defendant is unable to transfer the property by Warranty
Deed on or before September 1, 2025, the contract is cancelled. Pending final
closing or cancellation of the contract, Plaintiff is entitled to continue to farm the
real estate under the terms set forth in Exhibit B with credit for payments and
amortized therein.
2
amount owed to him on the contract was $165,018 2 and Reed owed him an
additional $6,675 for Reed’s continued use of the property.3 He also claimed Reed
had repudiated the contract by refusing to pay this theorized amount Anderson
calculated.

At Anderson’s request, the same judge who presided over the 2020
proceedings also presided over the hearing on his declaratory judgment petition.
At the end of that hearing, the judge noted that she had gone through the record
to familiarize herself with the case and clarified that the balance due is $115,200—
$165,200 minus the $50,000 earnest money already paid. In its written order, the
court made clear that Anderson “is not entitled to any cash rent from [Reed] from
the date the parties entered into the contract for the sale of the property going
forward.”

Anderson then filed an Iowa Rule of Civil Procedure 1.904(2) motion
arguing that Reed should be required to pay him interest on the $115,200 “that has
remained due since May 19, 2016,” and reimburse him for property taxes he paid
since they entered the contract. In total, he argued that Reed owed him an
additional $66,553 in interest and tax reimbursement. Reed resisted the motion,
and the district court denied it. Anderson appeals.

Because this appeal stems from the district court’s interpretation of its prior
order and the purchase contract, we review for legal error. See Van Sloun v. Agans
Bros., Inc., 778 N.W.2d 174, 178–79 (Iowa 2010) (recognizing our standard of
review in “a declaratory judgment action depends upon how the action was tried
to the district court”); Waters v. State, 784 N.W.2d 24, 27–28 (Iowa 2010)
(providing that a district court ruling interpreting a judgment is reviewed for legal

2
Anderson’s petition stated the purchase price was $165,200 reduced by a $122 credit
from the remaining earnest money for a total of $165,018. We note that $165,200 minus $122
is $165,078, not $165,018.
3
Anderson alternatively sought the court’s declaration that the contract is cancelled by
Reed’s refusal to tender the full purchase price and Anderson’s specific performance is nullified
by that.
3
error). “Under this standard of review, the trial court’s findings carry the force of
a special verdict and are binding if supported by substantial evidence. We are not,
however, bound by the trial court’s legal conclusions.” Van Sloun, 778 N.W.2d at
179 (internal citation omitted).

When interpreting a court order, we interpret it “like any other written
instrument,” and we look to the entirety of the order to determine the court’s
intent. See TSB Holdings, L.L.C. v. Bd. of Adjustment, 913 N.W.2d 1, 16 (Iowa
2018). “Moreover, we seek to give force to those matters that are clearly implied,
as well as expressed.” Id.

With respect to the district court’s interpretation of its prior order,
Anderson contends that the district court failed to account for the exhibit
referenced under the original order’s provision describing what would happen
should Anderson not be able to transfer the warranty deed to Reed by September
1, 2025. That provision stated:
In the event that [Anderson] is unable to transfer the property by
Warranty Deed on or before September 1, 2025, the contract is cancelled.
Pending final closing or cancellation of the contract, [Reed] is entitled to
continue to farm the real estate under the terms set forth in Exhibit B with credit
for payments and amortized therein.

Exhibit B is a letter that was admitted during the 2020 proceeding. It
contained an amortization table showing how Reed would be compensated for his
$50,000 earnest money payment should the sale not go through and he continued
to rent the property from Anderson.4 Anderson argues that by referencing this
exhibit, the district court’s order meant that unpaid annual rents chipped away at
the $50,000 earnest money each year that the transaction was not completed until

4
The amortization table included interest calculations at the rate of 5 percent per
annum. The district court later modified the interest rate that would apply from 5 percent to
2.08 percent per annum to comport with Iowa Code section 668.13 (2020) following a motion
to reconsider filed by Anderson.
4
essentially nothing remained of it, necessitating Reed’s payment of that money
again to complete the sale.

But Anderson fails to account for the fact that exhibit B amounted to a
contingency plan for Reed to be reimbursed should the sale not go through. It was
never intended that Anderson could delay the sale for years, devaluing the earnest
money payment under the schedule, and then seek payment of that money again
to complete the sale. Doing so would function as cash rent, which the court
rejected in its original order. 5 Moreover, under Anderson’s interpretation, he
could essentially drive up the purchase price by delaying the completion of the sale
for years because his interpretation would decrease the value of the earnest money
payment the longer he delayed the transaction and required Reed to make “rent”
payments to him.

On our review of the record, we find no legal error to correct. The district
court correctly interpreted its own prior order. It is clear that the only payment
that remained due was $115,200. The original order’s reference to exhibit B does
not permit Anderson to deduct annual rent from the $50,000 and complete the
sale.

Next, Anderson argues that the district court erred in denying his
rule 1.904(2) motion requesting the court order Reed to pay him interest on the
outstanding balance of $115,200 and reimburse him for property taxes he paid on
the property since they entered the contract. But Anderson failed to raise these
arguments to the district court earlier. Parties cannot raise an issue for the first
time in a rule 1.904(2) motion, and doing so does not preserve error on that issue.
Winger Contracting Co. v. Cargill, Inc., 926 N.W.2d 526, 543 (Iowa 2019); Mitchell
v. Cedar Rapids Cmty. Sch. Dist., 832 N.W.2d 689, 695 (Iowa 2013) (“It is well-
settled that a party fails to preserve error on new arguments or theories raised for

5
The order stated, “No agreement for payment of the cash rent was entered into by the
parties. This Court declines to retroactively develop one.”
5
the first time in a posttrial motion.”). So Anderson has failed to preserve this claim
for our review.6

Because there is no error before us to correct, we affirm.

AFFIRMED.

6
Moreover, the original order from the 2020 proceedings never ordered Reed to make
such payments. And Anderson never appealed from that order.
6