Bahndorf v. Lemmons

525 N.W.2d 404, 1994 Iowa Sup. LEXIS 274, 1994 WL 719077
CourtSupreme Court of Iowa
DecidedDecember 21, 1994
DocketNo. 93-1048
StatusPublished
Cited by2 cases

This text of 525 N.W.2d 404 (Bahndorf v. Lemmons) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bahndorf v. Lemmons, 525 N.W.2d 404, 1994 Iowa Sup. LEXIS 274, 1994 WL 719077 (iowa 1994).

Opinion

LARSON, Justice.

The parties in this receivership action have separately appealed from the district court’s order approving the receiver’s final report and discharge. We affirm.

In March 1991, Darrell and Terrie Bahn-dorf formed a partnership with Lynn and Janet Lemmons to operate a Budget Inn Motel in Cedar Rapids. The motel was owned by Pravin Patel. It soon became apparent that the partners were totally incompatible. In January 1992, the Bahndorfs filed a petition for appointment of a receiver and requested that the district court supervise the dissolution of the partnership. The court appointed a nephew of the owner as receiver, but the Lemmons soon sought the nephew’s removal. The court removed the nephew on February 27, 1992, and appointed Janet Lemmons and Darrell Bahndorf as receivers.

Pursuant to a court order, the partnership hired Gordon R. Epping as its bookkeeper. The Bahndorfs petitioned to remove Lem-mons as one of the receivers. The court concluded that Bahndorf and Lemmons could no longer cooperate and would be incapable of winding down the business of the partnership. The court appointed Epping as receiver on November 5, 1992.

When the partners interfered with the operation of the motel and began to harass Epping, Epping requested that the court allow him to hire an attorney at the expense of the partnership. The court granted this request.

The Lemmons filed a motion to remove Epping as receiver on January 8, 1993, three days after the partnership failed to make its monthly payment to the owner. The Lem-mons complain that this default was the result of Epping’s mismanagement of the motel. Epping counters that the partnership [406]*406was insolvent when he took it over. This was the result, he maintains, of the partners’ poor management and excessive draws. He also contends that the partners’ refusal to put any of their own funds into the partnership speeded up its ultimate collapse.

On January 20, 1993, the district court declared the partnership in default on its agreement with the owner. It ordered Ep-ping to surrender possession of the motel, “as well as all records, revenues, accounts receivable, [and] bills.” He filed his final report as receiver on January 26, 1993.

In the meantime, the motel tax collected during the fourth quarter of 1992 and the sales tax collected during the first twenty days of January 1993 were accruing. They were not due, however, until January 31, 1993, which was after the date that Epping relinquished his receivership duties and the partnership assets.

On June 21, 1993, the district court approved Epping’s final report and discharged him, finding no wrongdoing in his management of the motel. The court, at Epping’s request, also found that Epping had no equitable or legal interest in the motel. See Iowa Code § 421.26 (1991) (liability for unpaid taxes imposed on party with “substantial legal or equitable interest in the ownership of the corporation or partnership”). The court also approved Epping’s payment from receivership assets of both his legal expenses and his own fees (to which the partners had previously agreed). The court ordered that any money remaining in the receivership be paid to the Department of Revenue.

The Lemmons, the Bahndorfs, and the Department of Revenue all appealed. The Lemmons and Bahndorfs appealed from the court’s approval of the receiver’s final report. They challenge the district court’s finding that Epping had no exposure to tax liability (because he was not a legal or equitable owner) and objected to the award of receiver’s fees.

The Department also challenges the court’s approval of Epping’s final report and contends that the court did not have subject matter jurisdiction to find that he had no ownership in the business. The Department contends further that Epping improperly paid other expenses out of the tax money.

I. The Receiver’s Management of the Motel.

The partners contend that Epping mismanaged the motel by paying “deferrable” expenses in preference to more critical payments, including the monthly payment to the owner and remittance to the Department of Revenue. They claim he was negligent in his day-to-day operation of the motel and improperly paid his own fees without prior authority.

Insufficient operating capital hampered Epping’s management of the motel from the beginning. The partnership was insolvent when Epping took over, remained insolvent throughout his three-month tenure, and was still insolvent when he relinquished control of the motel in January 1993.

When Epping took over, maintenance had been seriously neglected. Water covered the boiler room floor, the garage was run-down, and the sauna needed repairs. Pursuant to a court order, he requested and received from the owner a list of required repairs to be made. State law required Epping to install a surveillance system and to put nonslip matting in the motel bathrooms. He complied with these requirements and paid for them, as well as the repairs, from partnership funds.

Epping also paid overdue fees to the owner’s attorney for work done prior to the beginning of Epping’s receivership. He paid past due accounting fees that were the subject of a threatened collection action.

The partners now claim that these repairs and fees should have been deferred in favor of making the monthly payment to the owner. As to payment of the repairs, failure to comply with the contract’s requirement to make repairs could have been grounds for a default, and Epping was seeking to avoid a default. While Epping did pay his own fees without prior court approval, the fees had been approved by the partners at the beginning of his receivership, and the court ultimately approved them in approving Epping’s final report.

[407]*407The problem was simply that, regardless of what priority Epping chose for payment of expenses, fees, and taxes, he could not prevent a default without a contribution by the partners or infusion of loan capital.

When Epping attempted to get court approval to borrow money to prevent a default, the court denied the request. The court suggested instead that Epping request a cash infusion from the partners and that he ask the owner to accept a late payment. These efforts were unsuccessful. The owner’s attorneys advised Epping that no extension of time would be granted. Epping sent a letter to the partners and their attorneys by certified mail, advising them that he had insufficient funds to make the January payment to the owner and requesting a cash infusion from the partners. They refused.

When a default appeared to be imminent, Epping approached the bank where the partnership maintained its account and requested that the bank temporarily honor overdraft checks to make the January payment. The bank officers agreed, and the attorneys for the partners had no objections. However, when Epping delivered the payment checks to the owner and explained the arrangement, the owner went to the bank and demanded cash for the checks. The bank refused to honor them for cash, and the owner declared a default.

The district court, in approving Epping’s final report, aptly observed:

In this case the handwriting was on the wall from the very beginning. This business was in substantial trouble.

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525 N.W.2d 404, 1994 Iowa Sup. LEXIS 274, 1994 WL 719077, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bahndorf-v-lemmons-iowa-1994.