Eric Leffler, Brian Leffler and Leffler Acres, Inc. v. Parks Finishing C7, LLC and Parks Finishing C8, LLC

• Court: Court of Appeals of Iowa
• Decided: October 29, 2025
• Docket: 25-0441
• Status: Published

Opinion

IN THE COURT OF APPEALS OF IOWA

No. 25-0441 Filed October 29, 2025

ERIC LEFFLER, BRIAN LEFFLER and LEFFLER ACRES, INC., Plaintiffs-Appellees,

vs.

PARKS FINISHING C7, LLC and PARKS FINISHING C8, LLC, Defendants-Appellants. ________________________________________________________________

Appeal from the Iowa District Court for Monroe County, Michael Carpenter,

Judge.

Parties to a manure easement contract appeal the district court’s order

declaring the contract terminable upon eighteen-months written notice by the

opposing parties. AFFIRMED.

Megan E. Ball (argued) and Brant D. Kahler of Brown, Winick, Graves,

Gross and Baskerville, P.L.C., Des Moines, for appellant.

Eldon McAfee (argued), Julie Vyskocil, and Keegan Cassady of Brick

Gentry, PC, West Des Moines, for appellee.

Heard at oral argument by Greer, P.J., and Schumacher and Ahlers, JJ. 2

AHLERS, Judge.

Parks Finishing C7, LLC and Parks Finishing C8, LLC (collectively “Parks

Finishing”) entered two manure easement agreements with Eric Leffler, Brian

Leffler, and Leffler Acres, Inc. (collectively “the Lefflers”). Each easement

agreement contains this “Term and Termination” clause:

This Agreement shall continue in full force and effect for an initial term of twenty (20) years from the date hereof and shall continue thereafter for so long as the Hog Farm remains in operation, or until either party gives the other party at least eighteen (18) months prior written notice of termination. This Agreement may not be otherwise terminated except by written agreement, signed by the parties hereto, or their successors, assigns or personal representatives, as applicable.[1]

(emphasis added.) About ten years into the agreements, relying on the language

emphasized above, the Lefflers gave eighteen-months notice that they intended to

terminate the agreements. When Parks Finishing claimed the Lefflers could not

terminate without its consent because the emphasized language did not apply

during the initial twenty-year period of the agreements, the Lefflers brought this

declaratory judgment action. Ruling on cross motions for summary judgment, the

district court determined that the emphasized language applied during the initial

twenty years of the term of the agreements, so the Lefflers were permitted to

terminate the agreements by giving eighteen-months notice. Parks Finishing

appeals, contending the district court erred in its interpretation of the agreements.

When a district court’s contract interpretation does not depend on extrinsic

evidence, we review its ruling to correct legal errors. Colwell v. MCNA Ins., 960

1 The quoted clause contains boldfaced terms in the actual contracts, signifying

terms defined in the agreement. We have removed the bold type to avoid confusion, because those terms are not at issue in this appeal. 3

N.W.2d 675, 676–77 (Iowa 2021). The cardinal rule of contract interpretation is to

determine the parties’ intent at the time of contracting. Homeland Energy Sols.,

LLC v. Retterath, 938 N.W.2d 664, 687 (Iowa 2020). The language used in the

contract is the most important evidence of the parties’ intent. Id. Therefore, we

assume no part of the language is superfluous and will give preference to “an

interpretation that gives a reasonable, lawful, and effective meaning to all terms”

over one that “leaves a part unreasonable, unlawful, or of no effect.” RPC

Liquidation v. Iowa Dep’t of Transp., 717 N.W.2d 317, 322 (Iowa 2006)

(summarizing the holding of Iowa Fuel & Mins., Inc., v. Iowa State Bd. of Regents,

471 N.W.2d 859, 863 (Iowa 1991)).

There is no dispute over the facts. The dispute on appeal is how to interpret

the emphasized passage of the termination clause of the agreements. The district

court interpreted the emphasized passage to allow either party to terminate the

agreements during and after the initial twenty-year period by giving eighteen-

months written notice. In reaching its conclusion the court relied on the principles

stated above and the last preceding antecedent rule. Iowa precedent elaborates

on this rule:

Under the doctrine of last preceding antecedent, qualifying words and phrases refer only to the immediately preceding antecedent, unless a contrary legislative intent appears. Evidence of a contrary legislative intent can arise when a comma separates the qualifying phrase from the antecedent. In this circumstance, the qualifying phrase generally applies to all antecedents.

Mitchell v. City of Cedar Rapids, 926 N.W.2d 222, 231 (Iowa 2019) (citation

omitted); see Oberbillig v. W. Grand Towers Condo. Ass’n, 807 N.W.2d 143, 151

(Iowa 2011) (applying the doctrine of the last preceding antecedent to contract 4

interpretation). In applying this rule here, the district court determined that the

comma before the clause “or until either party gives the other party at least

eighteen (18) months prior written notice of termination” indicated the parties’ intent

to make this clause applicable to all preceding antecedents. In other words, the

clause applied during the initial twenty-year term and the continuing term

thereafter.

I. Issues on Appeal

On appeal, Parks Finishing contends the eighteen-month-termination

option only applies during the continuing term, not the initial twenty-year term.

Parks Finishing makes three arguments in support of its contention:

(1) The court should not have applied the last preceding antecedent rule

because the language was unambiguous;

(2) If the doctrine does apply, the court incorrectly applied it; and

(3) The court’s interpretation renders the twenty-year term superfluous

in contravention of well-established contract interpretation principles. See RPC

Liquidation, 717 N.W.2d at 322. Therefore, our preference in favor of an

interpretation that gives “reasonable, lawful, and effective meaning to all terms” of

the contract should outweigh the court’s interpretation. See id.

We address each argument in turn.

1. Whether the Last Preceding Antecedent Rule Can Apply

Parks Finishing contends that the parties agree that the termination clause

of the agreements is unambiguous, so it was improper for the district court to apply

the last preceding antecedent rule. We disagree with Parks Finishing’s notion that

applicability of the rule absolutely hinges on whether contract language being 5

interpreted is ambiguous. As a start, the rule is not absolute, and the rule can be

applied to make sense of the text as a matter of grammar. Barnhart v. Thomas,

540 U.S. 20, 26 (2003). Further, our supreme court has applied the rule even

when the text being interpreted is unambiguous. See Cairns v. Grinnell Mut.

Reins., 398 N.W.2d 821, 824–25 (Iowa 1987). In Cairns, the court concluded that

applying the rule to unambiguous contract language “produce[d] a contextually

sound interpretation which is also consistent with the very nature of [the insurance

contract being interpreted].” Id. at 825. We conclude that applying the rule here

serves the same laudable goal of producing a contextually sound interpretation of

the termination clause, so we reject Parks Finishing’s contention that the district

court erred by applying the rule.

2. Application of the Last Preceding Antecedent Rule

As noted, Parks Finishing also argues that, even if the last preceding

antecedent rule applies, the district court applied it incorrectly. The last preceding

antecedent here is the continuing term after the twenty-year initial term—that is the

language “shall continue thereafter for so long as the Hog Farm remains in

operation.” Parks Finishing argues that the last preceding antecedent rule results

in the eighteen-month termination language only applying to the continuing term.

But this argument ignores the exception to the last preceding antecedent rule. The

exception is that when a comma separates the qualifying phrase from the

antecedents the qualifying phrase applies to all antecedents. Mitchell, 926 N.W.2d

at 231. Here, a comma separates the eighteen-month termination option from both

the initial-term and the continuing-term antecedents. As such, we agree with the 6

district court that the eighteen-month termination option was intended to apply to

both the initial twenty-year term and the continuing term thereafter. See id.

3. Superfluous Language

Finally, Parks Finishing argues the district court’s interpretation renders the

twenty-year term superfluous because if either party can terminate by giving

eighteen-months notice during and after the initial term, there is no functional

distinction between the initial twenty-year term and the continuing term. See U.S.

Bank, Nat’l Ass’n v. Bittner, 986 N.W.2d 840, 848 (Iowa 2023) (confirming the

principle that courts prefer an interpretation of a contract that avoids making any

part of the contract superfluous). But Parks Finishing’s argument and its proposed

interpretation ignore other parts of the termination clause that give effect to the

twenty-year term.

Again, the last precedent antecedent rule sheds light on the issue. Under

that rule, the language “for so long as the Hog Farm remains in operation” is not

separated by a comma from the last preceding antecedent—that is, the continuing

term language. Thus, the “for so long as the Hog Farm remains in operation”

language only applies during the continuing term. So, if the hog farm ceased

operating during the initial twenty-year term, that cessation would not terminate the

agreements; mutual agreement or eighteen-months notice are the only ways the

agreements would terminate contractually during the initial twenty-year period. But

if the hog farm ceased operating after the initial twenty-year period, that cessation

would immediately terminate the agreements. Interpreted this way, the automatic-

termination option linked to the hog farm’s cessation of operation gives effect to

both the initial twenty-year term and the continuing term. As a result, the fact that 7

either term may be terminated by eighteen-months notice does not render the

initial twenty-year term superfluous.

II. Conclusion

We find no error in the district court’s conclusion that the agreements

permitted the Lefflers to terminate the manure easement agreements by giving

eighteen-months notice during the initial twenty-year term of the agreements. As

a result, we affirm the district court’s ruling.

AFFIRMED.