Donald Newby Farms, Inc. v. Stoll

543 N.W.2d 289, 1995 Iowa App. LEXIS 145, 1995 WL 788197
CourtCourt of Appeals of Iowa
DecidedNovember 27, 1995
DocketNo. 94-922
StatusPublished
Cited by2 cases

This text of 543 N.W.2d 289 (Donald Newby Farms, Inc. v. Stoll) is published on Counsel Stack Legal Research, covering Court of Appeals of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Donald Newby Farms, Inc. v. Stoll, 543 N.W.2d 289, 1995 Iowa App. LEXIS 145, 1995 WL 788197 (iowactapp 1995).

Opinion

HABHAB, Judge.

On January 5, 1968, the parents of Roy and Lee Stoll gifted to them four parcels of farmland, known as parcels A, B, C, and D. At the time, Lee was married to Láveme and Roy was married to Chloris. The brothers entered into a business known as “The Stoll Brothers Cattle Operation.” Throughout the ensuing years the brothers secured loans against the property which were released as paid.

On May 9, 1974, Laverne filed for a divorce from Lee. They agreed to convey their one-half interest in parcel A to their children, Donald Stoll, Daniel Stoll, and Jacqueline Stueek, with Lee retaining a life interest in the property. The warranty deed conveying this interest was filed November 12, 1974. The brothers, however, continued to operate their cattle operation.

In July 1978, Roy and Lee sought a loan from the Farmers Home Administration (FmHA). As security for the loan the brothers and their wives, on July 26,1978, executed mortgages to the FmHA to parcels A, B, C, and D. A promissory note to the FmHA in the amount of $621,000 with interest at eight percent was executed.

With respect to parcel A only, a subordina-' tion agreement (agreed to by the FmHA) was entered into by the brothers and their wives as first parties, and the three children and their spouses as second parties. The subordination agreement noted Roy had an undivided one-half interest, Lee had a life estate in an undivided one-half interest, and the three children had a remainder interest in an undivided one-half interest in parcel A. As second parties to the subordination agreement, the three children agreed to subordinate their remainder interest to the mortgage in favor of the FmHA The agreement also provided the mortgage placed on parcel A would additionally be secured by the remaining three parcels.1 These additional parcels were required to be sold in satisfaction of the mortgage before parcel A could be sold. It is significant to note at this juncture the children’s remaining interest was subordinated to “a mortgage” and not to a specific amount.

On May 9, 1985, Lee and his new wife, Donna, conveyed their interest in all four parcels to Roy and Chloris. The three children, of course, still held their one-half remainder interest in parcel A. Shortly thereafter, the FmHA obtained a new note from an entity called “L & R Farms” (by this date, Roy was the sole owner of L & R Farms), with Roy and Chloris as signatories, in the amount of $745,789.60 plus eight percent interest. This new note was a mere reamorti-zation of the original July 1978 note of $631,-000 plus accrued and unpaid interest.

In 1987, the FmHA threatened Roy and Chloris with foreclosure due to delinquent payments. On February 29, 1988, Roy and Chloris entered into an agreement with New-by Farms, Inc., to sell their interest in some of the farmland2 for $450,500. The FmHA [291]*291assigned its mortgage, the note, and liabilities to Newby Farms. Roy and Chloris deeded to Newby Farms their interest in lieu of foreclosure.

On May 8, 1991, Newby Farms initiated foreclosure proceedings against the Stolls and the three children who owned the remainder interest in parcel A. On October 30, 1991, Newby Farms was awarded an in rem default judgment in the amount of $1,054,470 against Roy and Chloris. A sheriffs sale followed. The property sold at the October 1991 sheriffs sale included parcels C and D. After that sale, there yet remained a balance due on the judgment, including interest, of $864,163.31. On November 26, 1991, the interest of Roy and Chloris in Parcel B was sold at a sheriffs sale for $500,000. After the sale of parcels B, C, and D, there was a balance due of $367,763.17 on the judgment.

This action is brought to satisfy the balance due on the judgment of $367,763.17. The children resisted centering their argument, for the most part, on the ground the mortgage and note sued upon by Newby Farms was not the same to which the subordination agreement applied.

The matter was submitted to the trial court under a set of stipulated facts. The trial court found the controlling issue to be as follows:

The controlling issue in this case is whether the subordination agreement limits the subordination of Donald Stoll, Daniel Stoll, and Jacqueline Stueck’s remainder interest to the mortgage principal of $631,000 or whether the language subordinates the remainder interest to the mortgage principal of $631,000 plus interest.

The trial court essentially held the language of the subordination agreement subordinated the children’s remainder interest not only to the mortgage principal of $631,000, but also to the interest due thereon. The district court ruled Newby Farms’ judgment in rem for $367,763.17 had priority status over the remainder interest of the three children pursuant to the subordination agreement and ordered a special execution be issued placing parcel A for sale to satisfy the remainder of the judgment.

The three children appeal. We affirm.

As this ease was tried in equity, our review on appeal is de novo. Iowa R.App.P. 4. We have a duty to examine the entire record and adjudicate anew rights on the issues properly presented. In re Marriage of Steenhoek, 305 N.W.2d 448, 452 (Iowa 1981). We give weight to the fact findings of the trial court, especially when considering the credibility of witnesses, but are not bound by them. Iowa R.App.P. 14(f)(7).

I.

Appellants’ first contention is the district court erred in ordering parcel A sold since the terms of the subordination agreement had not been met. Specifically, they assert there is no evidence parcel D was ever sold.

As previously noted, this matter was submitted to the trial court under a set of stipulated facts. We have set forth the court’s determination as to the controlling issue. We note from the trial court’s ruling there is no mention of this issue. In addition, we do not find that a 179(b) motion was filed.

We question whether error was properly preserved as to this issue. However, since the subordination agreement specifically provided that parcels B, C, and D had to be sold before parcel A, we prefer to address this question. In doing so, we conclude this condition precedent was met.

There can be little, if any, dispute the first Sheriffs Certificate of Purchase reveals the real estate listed in that certificate was sold on October 10, 1991 for $240,000. A precise examination of the description of the property as contained in that Sheriffs Certificate of Purchase clearly includes parcels C and D. Likewise, the other Sheriffs Certificate of Purchase shows that parcel B was sold for the sum of $500,000. From these two certificates, we conclude that parcels B, C, and D were sold before moving against parcel A in this present action. We conclude the evidence does establish this condition precedent was met.3 In addition, the stipulated facts provide “after this sale” (which by stipulation included B and C and from stipulated Exhib[292]*292it 20 has to include D), there remains an unsatisfied judgment of $367,763.17.

II.

Appellants’ second argument is the sale of parcel A is not necessary because Newby Farms’ judgment in rem has already been satisfied in full. It is clear error was not preserved on this issue.

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543 N.W.2d 289, 1995 Iowa App. LEXIS 145, 1995 WL 788197, Counsel Stack Legal Research, https://law.counselstack.com/opinion/donald-newby-farms-inc-v-stoll-iowactapp-1995.