IN THE COURT OF APPEALS OF IOWA
No. 23-1742 Filed March 19, 2025
ADELINA SANCHEZ, Plaintiff-Appellant,
vs.
GILBERT RAFAEL PALOMARES, Defendant-Appellee. ________________________________________________________________
Appeal from the Iowa District Court for Buena Vista County, Charles Borth,
Judge.
A plaintiff appeals the denial of her breach-of-contract action. AFFIRMED.
Maria A. Vera of Vera Law Firm, Omaha, Nebraska, for appellant.
Wally Miller, Jr. of Miller, Miller, Miller P.C., Cherokee, for appellee.
Considered by Greer, P.J., and Buller and Langholz, JJ. 2
BULLER, Judge.
Adelina Sanchez appeals the district court order denying her
breach-of-contract petition relating to real estate brought against her son, Gilbert
Palomares. Because she attempted to modify the terms of the contract before
communicating acceptance, Sanchez rejected the offer and no contract was
formed. We affirm.
I. Background Facts and Proceedings
In 2019, Sanchez executed two quit claim deeds, transferring two properties
in Storm Lake to Palomares: one on Erie Street and one on West 6th Street.1 In
2020, Sanchez and Palomares began discussing transferring the Erie Street
property back to Sanchez. Palomares had his attorney, Josh Walsh, draft a written
agreement listing the conditions for the transfer; Palomares and his wife signed
the drafted agreement on September 24, 2020. According to Palomares, Walsh
was to provide a copy to Sanchez “for review purposes only” while Palomares
wanted to be called before anything was signed. At 3:09 that afternoon, Walsh’s
office emailed a signed copy to Palomares’s sister Isabel—who often served as
English-language interpreter for their mother Sanchez. The body of the email said:
“Attached you will find the Contract [Palomares and his wife] have signed. Please
look it over and sign in front of a notary and bring the originals back to us.” Isabel
gave Sanchez a printed copy and interpreted the terms for her, but Sanchez had
requests for the property.
1 Sanchez offered several inconsistent reasons for doing so, which are only relevant to the extent they impacted the district court’s determination Sanchez was not credible. 3
According to Sanchez, immediately after that they went to the notary’s
office, and she signed the contract. The notary testified Sanchez called sometime
after 1:30, and the signing would have occurred before she picked up her son from
school at 3:45 p.m. Isabel’s testimony on the timing of events the afternoon of the
24th was somewhat conflicting, but the evidence shows she called Walsh’s office
at 4:31 p.m. Isabel claimed the purpose of the conversation was “to return the
agreement to [Walsh],” and to communicate her “mother’s request for the
changes,” which she later agreed was “a modification I was requesting on behalf
of [Sanchez].” She spoke with the receptionist at Walsh’s office with a correction
and a request for additional conditions, including the house “should be fully
furnished” and be in “good condition: carpets clean, no holes in the walls or doors,
[and] no writing on the walls.”
According to Walsh, the call from Isabel and Sanchez did not include an
acceptance and instead was “a huge laundry list of demands . . . that were going
to be done and needed to be done before she would accept anything.” Walsh
called Palomares saying Sanchez had refused the agreement because she
wanted to add new terms. Walsh and Palomares considered the requested
changes to be substantial. Palomares refused the new terms and told his attorney
“the deal was off. I didn’t want a deal anymore. The only thing that I would be able
to do for her is deed her [the 6th Street house] and the deal was off.” When Walsh
was asked if the parties came to an agreement, he answered, “There was no
meeting of the minds. In fact, it was anything but that. It was a total disaster crap
show that devolved backwards twenty steps.” 4
Isabel was definite that neither Palomares nor Sanchez backed off from the
agreement on the 24th. According to Isabel, the next day she called to make an
appointment with Palomares’s attorney because Sanchez had signed the
agreement. Walsh said his office did not receive a call from Isabel or anyone else
to bring in the agreement with original signatures, and this was supported by the
records showing no calls to his office from Isabel in the following days. Walsh
noted he considered the agreement incomplete until the originals were returned to
him, further explaining this was really a gift instead of a sale because there was no
monetary consideration. As he pointed out, if it had been a sale, he would have
used a real estate contract or purchase agreement instead of the drafted
document.
On October 5, Sanchez and Isabel went to Walsh’s office, where Walsh
refused to accept the signed document, saying Palomares had changed his mind.
Walsh thought Sanchez was there to get the deed for the 6th Street house, and
Walsh told them Palomares was going to keep the Erie Street house and was only
signing over the 6th Street house to Sanchez. But Sanchez was upset, saying
both houses were hers. Isabel stayed behind and spoke with Walsh a bit,
eventually taking the deed to the 6th Street house for Sanchez when she left.
Walsh described his following interaction with Isabel, which we reproduce verbatim
rather than paraphrase:
So when they came back to pick that up, [Sanchez] stayed in the car. Her daughter Isabel comes into the office. And at that point, I said, “She’s sure that she wants this house?” “Yep. Yep. She’ll take that deed.” I said, “Okay. As long as she understands this agreement”— and I made a dramatic deal—I said, “This agreement”—because 5
[Sanchez] could see me through the window—“This agreement [for the Erie Street house] is off. It’s no more.” So struck the line through it because that’s over, and I never had the originals from—[Sanchez] never come back. So this was— I only had half of the completed idea of this thing. And then I struck the line through it because now it’s a—it was no more. Neither side were in agreement to this thing. So that’s why the line is there.
As Palomares explained, he transferred the 6th Street house to Sanchez
“because we did not reach an agreement” about the Erie Street house and he
wanted to avoid “further problems or arguments.”
Sanchez followed through with her duties under the agreement, including
paying the taxes on the Erie Street house and replacing carpets and repainting the
6th Street house.2 Sanchez did not seem to understand what holding title to the
Erie Street property meant aside from the contract, at first thinking she held title
and Palomares was simply not vacating the property.
Sanchez then filed a lawsuit asserting Palomares breached a contract.
After a bench trial, the district court denied her claim. The court found, at best,
Sanchez did not communicate her acceptance of the agreement until October 5,
and that it was possible Sanchez never delivered the signed agreement to Walsh.
Rather, Sanchez made demands for additional terms in the call to Walsh on
September 24 instead of communicating an acceptance. The court found
Palomares withdrew his offer and Sanchez could no longer communicate her
acceptance of the original terms, so no binding contract was formed. Sanchez
appeals.
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IN THE COURT OF APPEALS OF IOWA
No. 23-1742 Filed March 19, 2025
ADELINA SANCHEZ, Plaintiff-Appellant,
vs.
GILBERT RAFAEL PALOMARES, Defendant-Appellee. ________________________________________________________________
Appeal from the Iowa District Court for Buena Vista County, Charles Borth,
Judge.
A plaintiff appeals the denial of her breach-of-contract action. AFFIRMED.
Maria A. Vera of Vera Law Firm, Omaha, Nebraska, for appellant.
Wally Miller, Jr. of Miller, Miller, Miller P.C., Cherokee, for appellee.
Considered by Greer, P.J., and Buller and Langholz, JJ. 2
BULLER, Judge.
Adelina Sanchez appeals the district court order denying her
breach-of-contract petition relating to real estate brought against her son, Gilbert
Palomares. Because she attempted to modify the terms of the contract before
communicating acceptance, Sanchez rejected the offer and no contract was
formed. We affirm.
I. Background Facts and Proceedings
In 2019, Sanchez executed two quit claim deeds, transferring two properties
in Storm Lake to Palomares: one on Erie Street and one on West 6th Street.1 In
2020, Sanchez and Palomares began discussing transferring the Erie Street
property back to Sanchez. Palomares had his attorney, Josh Walsh, draft a written
agreement listing the conditions for the transfer; Palomares and his wife signed
the drafted agreement on September 24, 2020. According to Palomares, Walsh
was to provide a copy to Sanchez “for review purposes only” while Palomares
wanted to be called before anything was signed. At 3:09 that afternoon, Walsh’s
office emailed a signed copy to Palomares’s sister Isabel—who often served as
English-language interpreter for their mother Sanchez. The body of the email said:
“Attached you will find the Contract [Palomares and his wife] have signed. Please
look it over and sign in front of a notary and bring the originals back to us.” Isabel
gave Sanchez a printed copy and interpreted the terms for her, but Sanchez had
requests for the property.
1 Sanchez offered several inconsistent reasons for doing so, which are only relevant to the extent they impacted the district court’s determination Sanchez was not credible. 3
According to Sanchez, immediately after that they went to the notary’s
office, and she signed the contract. The notary testified Sanchez called sometime
after 1:30, and the signing would have occurred before she picked up her son from
school at 3:45 p.m. Isabel’s testimony on the timing of events the afternoon of the
24th was somewhat conflicting, but the evidence shows she called Walsh’s office
at 4:31 p.m. Isabel claimed the purpose of the conversation was “to return the
agreement to [Walsh],” and to communicate her “mother’s request for the
changes,” which she later agreed was “a modification I was requesting on behalf
of [Sanchez].” She spoke with the receptionist at Walsh’s office with a correction
and a request for additional conditions, including the house “should be fully
furnished” and be in “good condition: carpets clean, no holes in the walls or doors,
[and] no writing on the walls.”
According to Walsh, the call from Isabel and Sanchez did not include an
acceptance and instead was “a huge laundry list of demands . . . that were going
to be done and needed to be done before she would accept anything.” Walsh
called Palomares saying Sanchez had refused the agreement because she
wanted to add new terms. Walsh and Palomares considered the requested
changes to be substantial. Palomares refused the new terms and told his attorney
“the deal was off. I didn’t want a deal anymore. The only thing that I would be able
to do for her is deed her [the 6th Street house] and the deal was off.” When Walsh
was asked if the parties came to an agreement, he answered, “There was no
meeting of the minds. In fact, it was anything but that. It was a total disaster crap
show that devolved backwards twenty steps.” 4
Isabel was definite that neither Palomares nor Sanchez backed off from the
agreement on the 24th. According to Isabel, the next day she called to make an
appointment with Palomares’s attorney because Sanchez had signed the
agreement. Walsh said his office did not receive a call from Isabel or anyone else
to bring in the agreement with original signatures, and this was supported by the
records showing no calls to his office from Isabel in the following days. Walsh
noted he considered the agreement incomplete until the originals were returned to
him, further explaining this was really a gift instead of a sale because there was no
monetary consideration. As he pointed out, if it had been a sale, he would have
used a real estate contract or purchase agreement instead of the drafted
document.
On October 5, Sanchez and Isabel went to Walsh’s office, where Walsh
refused to accept the signed document, saying Palomares had changed his mind.
Walsh thought Sanchez was there to get the deed for the 6th Street house, and
Walsh told them Palomares was going to keep the Erie Street house and was only
signing over the 6th Street house to Sanchez. But Sanchez was upset, saying
both houses were hers. Isabel stayed behind and spoke with Walsh a bit,
eventually taking the deed to the 6th Street house for Sanchez when she left.
Walsh described his following interaction with Isabel, which we reproduce verbatim
rather than paraphrase:
So when they came back to pick that up, [Sanchez] stayed in the car. Her daughter Isabel comes into the office. And at that point, I said, “She’s sure that she wants this house?” “Yep. Yep. She’ll take that deed.” I said, “Okay. As long as she understands this agreement”— and I made a dramatic deal—I said, “This agreement”—because 5
[Sanchez] could see me through the window—“This agreement [for the Erie Street house] is off. It’s no more.” So struck the line through it because that’s over, and I never had the originals from—[Sanchez] never come back. So this was— I only had half of the completed idea of this thing. And then I struck the line through it because now it’s a—it was no more. Neither side were in agreement to this thing. So that’s why the line is there.
As Palomares explained, he transferred the 6th Street house to Sanchez
“because we did not reach an agreement” about the Erie Street house and he
wanted to avoid “further problems or arguments.”
Sanchez followed through with her duties under the agreement, including
paying the taxes on the Erie Street house and replacing carpets and repainting the
6th Street house.2 Sanchez did not seem to understand what holding title to the
Erie Street property meant aside from the contract, at first thinking she held title
and Palomares was simply not vacating the property.
Sanchez then filed a lawsuit asserting Palomares breached a contract.
After a bench trial, the district court denied her claim. The court found, at best,
Sanchez did not communicate her acceptance of the agreement until October 5,
and that it was possible Sanchez never delivered the signed agreement to Walsh.
Rather, Sanchez made demands for additional terms in the call to Walsh on
September 24 instead of communicating an acceptance. The court found
Palomares withdrew his offer and Sanchez could no longer communicate her
acceptance of the original terms, so no binding contract was formed. Sanchez
appeals.
2 Palomares testified he tried to pay the taxes but they had already been paid. 6
II. Standard of Review
We review equitable cases de novo. Iowa R. App. P. 6.907. We give weight
to the trial court’s fact-findings, especially as to credibility of the witnesses, but are
not bound by them. Iowa R. App. P. 6.904(3)(g).
III. Analysis
Sanchez argues that she signed the agreement between 3:09 and 3:45 p.m.
on September 24, which she claims was a binding acceptance, and the call to
Walsh at 4:30 p.m. “was an expression and delivery of acceptance and a mere
inquiry as to the possibility of adding some terms.” On our de novo review, and
giving some consideration to the district court’s fact- and credibility-findings, we
disagree. The testimony Sanchez claims “was a definite expression of acceptance
and delivery” actually conveyed a “request for the changes” and was “a
modification” of the agreement—not an acceptance.
Even if we accept Sanchez’s asserted timing regarding when she signed
the agreement, she did not convey that she had accepted. “A mere private
uncommunicated assent will not effect a contract.” Heartland Express, Inc. v.
Terry, 631 N.W.2d 260, 270 (Iowa 2001) (cleaned up); First Am. Bank v. Urbandale
Laser Wash, LLC, 874 N.W.2d 650, 655 (Iowa Ct. App. 2015) (“Acceptance must
be communicated or delivered.”). And the email providing the agreement to her
required Sanchez to “sign in front of a notary and bring the originals back to us.”
(Emphasis added.) Sanchez’s attempt to return signed documents to Walsh’s
office did not happen until October 5.
This delay in acceptance is critical. When Isabel called Walsh on
September 24, she provided a list of requested changes to the original 7
agreement—termed “conditions” on the memo to Walsh. This call was a rejection
or counter-offer, not an acceptance. See Flanagan v. Consol. Nutrition, L.C., 627
N.W.2d 573, 578 (Iowa Ct. App. 2001) (“[A]t common law an offer has to be
accepted exactly as is or the response amounts only to a counter-offer.” (cleaned
up)); Hayne v. Cook, 109 N.W.2d 188, 193 (Iowa 1961) (“[A] conditional
acceptance is not an acceptance at all, but is merely a counteroffer, and the
contract would not be binding until the new offer had been received and acted upon
by the original offer[o]r.”). Once Sanchez’s demands were communicated as the
response to the offer instead of acceptance, it terminated her ability to accept the
original offer. Est. of Cox v. Dunakey & Klatt, P.C., 893 N.W.2d 295, 302–03
(Iowa 2017); see also Rick v. Sprague, 706 N.W.2d 717, 724 (Iowa 2005) (“[T]he
acceptance must conform strictly to the offer in all its conditions, without any
deviation or condition whatever. Otherwise there is no mutual assent and therefore
no contract.” (cleaned up)); First Am. Bank, 874 N.W.2d at 656 (finding no contract
where accepting party agreed to most but not all of the terms).
Because Sanchez proposed conditions or additional terms for the contract,
she rejected Palomares’s offer, and Palomares did not have to formally withdraw
the offer or take any other action. And because Palomares did not accept the
conditions offered by Sanchez in her counter-offer, no contract was formed.
Because Sanchez’s statute of frauds argument was neither raised nor decided
below, we do not address it here. See Meier v. Senecaut, 641 N.W.2d 532, 537
(Iowa 2002) (“[I]ssues must ordinarily be both raised and decided by the district
court before we will decide them on appeal.”). We affirm.
AFFIRMED.