Genesis Equities, LLC v. Duffield

• Court: Court of Appeals of Iowa
• Decided: October 15, 2025
• Docket: 24-1105
• Status: Published

Opinion

IN THE COURT OF APPEALS OF IOWA

No. 24-1105 Filed October 15, 2025

GENESIS EQUITIES, LLC, Plaintiff/Counterclaim Defendant-Appellee,

vs.

MELISSA ANNE DUFFIELD and VOLLEYFROG IOWA, LLC, Defendants/Counterclaim Plaintiffs and Third-Party Plaintiffs/Counterclaim Defendants-Appellants,

ABODE CONSTRUCTION, INC., LUXAIR AVIATION, LLC, JEFFREY WITTER and HANNAH KUSTES, Third-Party Defendants/Counterclaim Plaintiffs-Appellees. ________________________________________________________________

Appeal from the Iowa District Court for Linn County, Valerie L. Clay, Judge.

The lessees in a lease-contract dispute and clients in a construction-

contract dispute appeal from the district court ruling concluding they materially

breached the relevant contracts first and owed the lessor $52,788.74 plus its

attorney fees and the contractor $199,681.96 plus accrued interest. AFFIRMED.

Angela Campbell (argued) of Dickey, Campbell & Sahag Law Firm, PLC,

Des Moines, for appellants.

Philip A. Burian (argued) and Matthew L. Roth of Simmons Perrine Moyer

Bergman PLC, Cedar Rapids, for appellees.

Heard at oral argument by Tabor, C.J., and Greer and Buller, JJ. 2

GREER, Judge.

Melissa Duffield dreamed of creating a volleyball oasis in Iowa. With the

goal of making that dream a reality, she formed a corporation1 and entered lease

and construction contracts. After the deal between these parties went bad, the

district court determined that Duffield materially breached both contracts. Duffield

appeals the district court ruling. Giving weight where it is due with the district

court’s factual findings, we find the district court analysis to be accurate and affirm

its decision.

I. Background Facts and Proceedings.

Duffield had a history of playing volleyball, both as a young athlete and at

the collegiate level, and she coached and was involved with several different

college volleyball programs before moving back to her hometown of Cedar Rapids.

Because of her experiences, Duffield had the goal of building a state-of-the-art

sand volleyball facility near her hometown. To achieve that dream, in 2017,

Duffield was the general contractor and construction manager for a multi-million

dollar indoor/outdoor sports facility. But that business arrangement soured in fall

2017.2

In January 2018, a mutual acquaintance introduced Duffield to Jeffrey

Witter, a land developer with more than forty years of experience. Witter has

developed over a thousand individual lots and maintains a strong relationship with

the City of Marion. He and his daughter, Hannah Kustes, own and have

1 We refer to Duffield and that corporation collectively as “Duffield” going forward. 2 This also resulted in litigation, which was ongoing as of the April 2023 trial in this

case. 3

management positions in Genesis Equities, LLC (Genesis), a real estate

investment company; LuxAir Aviation, LLC (LuxAir), an airport operations entity for

the Marion Airport; and Abode Construction, Inc. (Abode), a commercial contractor

and developer.3

Duffield wanted to build a facility that could compete against her former

business venture, so Witter drove Duffield around to various properties, including

land near the Marion Airport that Witter and Kustes were planning to eventually

develop (the Marion AirCom Park). At that point, the land near the Marion Airport

was still one large parcel—platting, infrastructure engineering, and city approvals

had not yet begun, which Witter told Duffield. He also told Duffield that if she

leased the land, she could either use his commercial contractor company, Abode,

or complete the work herself.

Almost immediately, Duffield and Witter began communicating regularly

about Duffield’s plan. Duffield told Witter she had a maximum of about $250,000

cash to put into the project and would be seeking investors, sponsors, and

financing. The two exchanged concept drawings while Witter continued to inquire

whether Duffield was having any luck with additional funding.

Sometime around March, Duffield created a project proposal projecting

completion in four phases. She estimated she would need $350,000 to complete

phase 1, which included nineteen outdoor sand courts with lights, a fully fenced in

3 Other family members also have roles in these businesses, but they were not

made parties to the case in their individual capacities and did not testify at trial. Although the precise structure of each business and the role of each family member is unclear, what’s important—and undisputed—is that Witter and Kustes each played hands-on roles. 4

area, a tiki hut, fountain koi pond, and concessions. Buildings with indoor courts

and a possible restaurant were not contemplated until phases 2 through 4. On

March 12, Duffield sent Witter an updated drawing, which detailed the layout of the

facility, including nineteen outdoor courts, portable restrooms, and water rinse

stations.

At the same time, Witter was moving forward on plans for the entire Marion

AirCom Park development. An engineering firm created a concept plan for the

subdivision, which estimated the layout for Duffield’s business, Oasis Sandbar and

Volleyball.4 It also showed that an existing pond, which Duffield wanted to make

into a decorative water feature, would be converted into a wet detention basin.

On March 19, Kustes sent Duffield a letter of intent for a commercial lease

with Genesis5 and another for a construction contract with Abode. Along with

terms related to the length of the lease and the lease payments, the Genesis letter

of intent outlined the intended used was “Outdoor Sand Volleyball Facility with

Parking and Vendor Concessions.” It also offered an option to purchase. The

tenant occupancy date was to be determined “following completion of

construction,” but they agreed to work toward an occupancy date of April 2018.

The letter of intent also outlined that sewer and other city services were not yet at

the property; Genesis would work with the local utilities to bring them to the

property but “[t]enant understands that sewer and other city services may[ ]be

4 This business venture is called many different names throughout the record. 5 Although Duffield initially entered the lease with LuxAir as the lessor, LuxAir

transferred ownership of the land and assigned the lease to Genesis in October 2018. For simplicity, we refer to Genesis as the lessor throughout—even before the transfer and assignment took place. 5

delayed due to timing and may require temporary services be used for a period of

no more than 1 year.” Duffield signed this letter of intent on March 23.

The Abode letter of intent stated that Abode would provide “site construction

permitting and reporting, labor, materials, [and] equipment” for the scope of work,

which was expected to include “19 outdoor sand volleyball courts, fences, patios,

paved facility entrance/vendor concessions area, private and public utility

connections within the site, and gravel parking.” Abode would have the scope of

work substantially completed as soon as possible, with the goal of providing at

least temporary use facilities for occupancy in April. Abode would be paid a fee

equal to 10% over total costs of the project, and it warned that some immediate

expenses would be incurred—for things related to site design and project

approvals, which Duffield would be responsible for even if the project failed.

Duffield also signed this letter of intent on March 23.6

Duffield sent both letters of intent to her attorney7, who was representing

her in the litigation surrounding the indoor/outdoor sports facility in Cedar Rapids.

He told her he does not practice in commercial transactions but advised her

“maybe you should walk away from it.” The attorney was worried about Duffield

because her business plan seemed unsustainable. He knew from personal

experience that construction projects, especially those involving dirt work, “have a

6 Duffield signed both letters of intent in her own name, doing business as Oasis

Sandbar and Volleyball. 7 While this project was being developed, Duffield engaged three different firms to

represent her and had a fourth lawyer, who represented Duffield in other litigation, review the letters of intent. Deposition testimony from three of the attorneys representing Duffield was offered at trial after the district court found that she had partially waived the attorney-client privilege with those attorneys by making their advice an issue in the case. 6

knack” for going over budget. He believed she did not have sufficient funding for

the project, and he was concerned that Duffield’s venture would be trying to

compete with local volleyball facilities already in operation. Duffield did not heed

the attorney’s advice.

Witter began moving dirt for Duffield’s project in anticipation of the signed

contracts; he knew that she wanted to be operational in April for the volleyball

season, and it was already late March. Meanwhile, Kustes was working on

creating formal contracts for Genesis and Abode, and Duffield continued setting

up future events and trying to obtain financing. Then, on March 28, the engineers

rendered a preliminary plat—the first step toward formalizing legal property

boundaries. The approximately seven acres contemplated by the letters of intent

and subsequent leases became “Lot 2.”8

Hannah emailed Duffield both contracts on April 11. In spite of the date

they were sent, the lease agreement for Lot 2 stated it began on April 1, 2018 and

expired on March 30, 2034. It required Genesis, as lessor,

at its sole cost and expense, procure and perform all work and materials necessary to bring the site to rough grade in preparation for Lessee’s work and provide at a minimum a gravel access drive to service the Premises along with coordination of applicable electric and water utility service installation.

While Duffield, as lessee, was required to,

at [her] sole cost and expense[,] construct all site improvements as needed for Lessee’s intended use, furnish and install the signage, furniture, and equipment necessary to conduct Lessee’s business in

8 The northern boundary of Lot 2 was farther north than it had been on the concept

plan finished a few weeks earlier. The concept plan had underestimated the area of seven acres. The new lot line crossed through an existing pond, which Duffield did not realize until several months later. 7

[its] entirety . . . . Lessee’s Work shall comprise the improvements upon the Leased Premises from the rough grade building pad.

The lease contemplated that the rent would be $18,000 for the first year and then

$85,000 for years two through sixteen. It was Genesis’s obligation to “keep any

private common area facilities and drives in good order and serviceable condition,”

while Duffield was required to pay a pro-rata share of the costs Genesis incurred

in maintaining and repairing those common areas. In section 7, “Utilities,” the

lease stated:

As of the Delivery Date, Lessor will cause the Leased Premises to be serviced, on a temporary basis at minimum, with electric and water utilities sufficient to meet Lessee’s requirements as set forth in the Exhibit B, during Lessee’s performance and pursuit of Lessee’s Work. Prior to May 1st, 2019, Lessor shall provide at minimum temporary sewer service to service the premises. Lessee shall pay all utility expenses that are separately metered or billed to the Leased Premises. Lessor shall not be liable for any damages incurred on account of the utility company’s failure at any time to supply the utilities.

In section 18, the lease listed several “events of default” that applied to the lessees

only, including the following:

A. Lessee’s failure to pay any installment of Base Rent or Additional Rent or delinquency charges when due or any payment with respect to operating expenses or any other payment or reimbursement to Lessor required under this Lease and such payment is not made within ten (10) days after Lessee received written notice of such failure from Lessor on more than two (2) occasions in any consecutive twelve (12) month period. .... C. Lessee becoming insolvent, making a transfer in fraud of creditors or an assignment for the benefit of creditors and the assignment is not dismissed within 30 days. .... F. Lessee failing to comply with any term, provision or covenant of this Lease other than subparagraph A of this paragraph 18 and the Lessee not curing such failure within thirty (30) days after Lessor provides written notice of such default to the Lessee, provided however, where the nature of such default is such 8

that it cannot be reasonably cured within said thirty (30) day period, Lessee shall not be deemed to be in default if Lessee commences to cure within said thirty (30) day period, thereafter diligently pursues such cure to completion.

As Duffield requested and as contemplated in the letter of intent, the lease

also provided the option for her to purchase Lot 2 for an initial purchase price of

$914,760 in year one (from April 1, 2018 until March 30, 2019) and then at future

prices that were reduced by the partial value of her rent payments.9 The lease

stated it “contain[ed] the entire understanding and agreement of the parties.” But

when Kustes sent it to Duffield, it did not contain any attached exhibits that the

lease itself contemplated. Kustes later testified she sent Duffield the document

expecting it to be a draft—not the final lease document. Knowing Duffield was

represented by counsel, Kustes thought they would come back with requests for

changes. But on April 23, Duffield returned the signed lease as it was, handwriting

in some information and then attaching an outdated site plan10 as “Exhibit A Site

9 As the lease contract put it:

Thereafter the initial purchase price value shall be used to calculate a reduced purchase price over time. Purchase price shall be calculated based upon an amortized table starting on April 1st, 2019 at a value of $914,760.00 and reduced by applying a variable interest rate of WSJ Prime plus a rate adjuster of +0.25% (with a minimum rate of no less than 5%) and amortized over 15 years. Purchase price shall be equal to what would be considered the then current principle balance, as of the date of closing, if applying what would be the regularly paid calculated payments (principle and interest) using a standard loan calculation as if such payments had been made monthly. Kustes emailed Duffield a “corrected amortization table showing correct calendar months and balances” after Duffield sent her a sample and asked how it compared to the contract language. 10 Duffield attached the March 15 site plan rather than the March 28 preliminary

plat. Kustes failed to catch that the outdated plan was attached; this caused needless confusion later. 9

Plan,” a copy of the March 12 drawing she sent Witter showing included nineteen

outdoor courts, portable restrooms, and water rinse stations as “Exhibit B Lessor’s

Work,” and a handwritten note on “Exhibit C Lessee’s Work” stating she had “not

received from Abode Construction.” And she paid the $18,000 owed for the first

year’s rent.

As for the construction contract, it required Abode to “construct [] 19 outdoor

sand volley ball courts, perimeter fencing, gravel parking, poured concrete

entrance/vendor concessions area and sidewalks, tiki structures, final grading and

landscaping as per Clients specifications (collectively “Facility”) on the Property in

substantial compliance with the Plans and Specifications described below and as

provided by Client.” The contract stated the plans were attached as exhibit A, but

the attachment was the March 28 preliminary plat—not plans that detailed things

like court placement, distance between volleyball poles, lighting needs, etc.

Duffield was required to “pay Contractor the total Costs incurred in connection with

construction of the Facility, including, for example, Costs incurred in connection

with selections and changes under this Agreement, plus 10% (of total Costs) for

Contractor’s overhead and profit.” And they were required to “make progress

payments to Contractor for work completed to date on a bi-weekly basis as

submitted by the Contractor within 10 days of application for payment.” Despite

Duffield and Witter each being aware that Duffield needed to find outside financing

to complete the project, the contract stated:

Owner will pay the Contract Price entirely from its personal funds and does not intend to obtain a construction loan. Owner warrants and represents that it has sufficient funds to pay the Contract Price without obtaining a construction loan. Prior to start of work by Contractor, Owner will provide Contractor evidence of its ability to 10

pay the Contract Price. In addition, upon request by Contractor, at any time prior to final payment, it is entitled to reasonable evidence of Owner’s continuing financial ability to fulfill its duties under this Agreement.

The construction contract required Duffield to provide a $10,000 deposit upon

approval of the agreement. If the contractor materially breached the contract, the

client could—after they gave the contractor written notice and ten days to cure—

terminate the agreement in writing. In contrast, Abode had the right to

“immediately terminate [the] Agreement with written notice to client” if Duffield

failed to timely make any payment that was contractually required. It is unclear

when Duffield signed the contract, as she did not date it, but she emailed the

signed document to Kustes on April 26.

Even before both contracts were signed, Witter began expressing concern

about Duffield’s ability to pay for the work that had already been completed. There

were a number of messages between Witter and Duffield concerning the pursuit

of financing. Duffield often offered assurances that she was pursuing good leads.

During this same time period, Abode began sending Duffield construction

bills. The first bill, dated April 27, was for $42,513.30. When Kustes sent Duffield

a text on May 8 prompting her to pay the bill, Duffield objected that the bill from the

electrician was incorrect. Kustes later responded that the bill was correct; though

Duffield continued to argue that the electrician “doesn’t have 15k in materials,” she

paid the full invoice the next day. Duffield continued to receive construction bills

from Abode—approximately $200,000 worth—through August 2018. She never

suggested the construction work should stop, and she never disputed any of the

bills she received. She also never paid them. 11

The volleyball facility was up and running in some capacity in June. The

planned nineteen courts were not completed—and, in fact, would never be

completed—but photographs and social media posts show that several courts

were open, and Duffield welcomed the public to the business as construction

continued. There was neither sewer nor regular water service on the property, so

customers used portable restrooms and cold-water rinse stations.

Around this same time, Abode announced it would not complete any more

work without payment. Duffield was upset; she had events scheduled to take place

and needed additional sand volleyball courts completed. Abode agreed it would

move forward with completing ten courts if Duffield paid $10,000 towards the

cost.11 According to the email Kustes sent Duffield memorializing their

conversation, the parties would “work towards a more permanent financing

situation [once the ten courts were finished] and no further work will proceed

without our mutual consent.” Duffield paid the $10,000, and Abode completed the

ten sand courts.

Duffield continued to operate the business throughout the 2018 season; the

business’s social media account posted photos of apparently successful events

through mid-October.

On March 7, 2019, Duffield announced signups for the 2019 season on

social media; she noted that the “[f]acility will be cleaned up and pristine from the

winter soon.” Duffield held league games, volleyball camps, and tournaments from

11 According to Kustes’s testimony, Duffield already owed Abode $154,034.88 at

the time they made the $10,000 payment. 12

April to October. It is undisputed that they made no payments to Genesis for lease

rent or for Abode on the outstanding construction bill in 2019.

In January 2020, Genesis sent Duffield two notices of non-payment of rent

via certified mail. But after negotiations, Genesis and Duffield entered into an

addendum to the lease agreement on March 19, 2020. According to Kustes’s trial

testimony, the goal was to give Duffield a chance to finalize financing to move the

project forward and also cover her unpaid bills and to allow her to operate during

the 2020 volleyball season to generate some income. According to the deposition

testimony of Duffield’s then-attorney, her objective—not disclosed to Genesis and

Abode—was to buy some time to get her own appraisal in an attempt to re-

negotiate the purchase price.

The addendum stated that “Lessee is currently in default pursuant to the

Lease terms” and “Lessee alleges that Lessor is in default pursuant to the Lease

terms due to its alleged failure to perform various obligations pursuant to the

lease.”12 The parties agreed:

Paragraph 5(B) of the Lease is deleted in its entirety, and in lieu thereof, the following Paragraph 5(B) is inserted: “Lessee shall be allowed to retain possession of the leased premises until 11:59 p.m. on October 10, 2020 upon the immediate payment of the sum of $25,000.00, which sum constitutes Lessee’s total case rent obligation from the date of this Agreement to 11:59 p.m. on October 10, 2020, and full performance of all duties and obligations of Lessee set forth in this Lease. . . . Unless the parties subsequently agree otherwise in writing, said payment shall not be applied to any amounts owed by Lessee now or in the future, including but not limited to past due rents, other past due amounts,

12 Despite the agreed-upon language stating Duffield was in default, paragraph 5

of the addendum stated that neither party “acknowledge[d], agree[d] to, or admit[ted] any claim the other party allegedly may possess against it or in any way waive or compromise any defenses thereto.” 13

future rents, or other amounts which will be due or may become due pursuant to the Lease.

They also agreed that Duffield would “vacate the premises on or before

October 10, 2020” without “notice or other action” from Genesis. And Genesis

would not pursue remedies for default before October 11.

Duffield paid the $25,000 due under the addendum and, she operated the

sand volleyball business in 2020. She advertised sign-ups in March 2020, and

photos from the business’s social media account show that events were held in at

least May through October 2020.

On October 7—three days before the addendum required Duffield to

vacate—her attorneys, sent a purchase offer to Genesis. Different from the offer

to purchase, the new $330,000 offer included approximately 11.82 acres; including

Lot 2 and two additional lots. In her trial testimony, Kustes explained that Genesis

did not respond to the offer because it was “a ridiculous offer.”

On October 10, the date to vacate under the addendum, Duffield was still

operating the business on Lot 2 and advertising events in the coming days. So, in

November, Genesis brought suit against Duffield, alleging breach of the sixteen-

year commercial lease she entered into with Genesis in April 2018. Pointing to

terms of the lease contract, Genesis also sought attorney fees. At the time,

Duffield continued to occupy Lot 2; Genesis sought to have the lease terminated

and Duffield ejected.

In response, Duffield requested an injunction prohibiting Genesis from

removing them and repossessing the premises before a final judgment. She filed

an “answer, affirmative defenses, counterclaims, and cross-petition.” Duffield 14

denied failing to pay money owed pursuant to the lease and raised six affirmative

defenses. Additionally, they brought counterclaims against Genesis, arguing

Genesis failed to fulfill the lessor’s obligations under the lease and it fraudulently

induced them to enter the lease by making untrue representations that utilities

would be provided to Lot 2 within the first year of the lease. Duffield also pointed

to a provision in the lease that allowed them to purchase the premises; she asked

the court to declare that the purchase price in the contract contemplated

completion of all required improvements, such as bringing water and sewer to the

property. Next, Duffield brought a cross-petition against LuxAir, Abode, Witter, and

Kustes. She argued that (1) Abode “failed and refused to complete the promised

construction,” which was a breach of construction contract; (2) all of the named

third-party defendants tortiously interfered with prospective business relationships.

They later amended their pleadings to include a claim of unjust enrichment.

In a separate action, the district court—sitting in small claims court—granted

Genesis’s petition for forcible entry and detainer on Lot 2 (FED) in March 2021.

Duffield appealed the FED ruling to the district court and then the Iowa Supreme

Court. The Iowa Supreme Court denied discretionary review in July.

In October, the third-party defendant Abode brought a counterclaim against

Duffield for breach of the construction agreement for failure to pay.

The case was tried to the bench over four days in April 2023. All of the

principals involved in the contracting process testified as well as various experts

with knowledge related to commercial real estate matters and the value of the

property. 15

On June 8, 2024, the district court issued its eighty-five-page ruling, which

contained extensive factual findings. The court noted that each party advanced

dueling breach-of-contract claims against the other side, so the issue boiled down

to who materially breached first. Genesis claimed Duffield breached the lease by

becoming insolvent, failing to install nineteen complete sand volleyball courts, and

by failing to pay rent. In response, Duffield claimed it was Genesis who breached

first—by failing to provide sufficient water utilities or sewer services, failing to

properly maintain the common areas, and failing to grant them quiet enjoyment of

the property. After distilling all of the various breaches raised, the court concluded

Duffield was in material breach of the lease in fall 2018 when she became

insolvent. The court relied on the facts that Duffield failed to pay her debts as they

came due from Abode as early as June 2018 even though she was not disputing

the work product or that the invoices were accurate. Additionally, Duffield

described her financial stress as of mid-2018, which included her failure to pay the

Linn County Rural Electric Cooperative electrical billings as they came due,

receiving a final disconnect notice in September 2018. The court rejected

Genesis’s argument that Duffield breached the lease by failing to construct

nineteen sand volleyball courts. The court also found Duffield breached the lease

by failing to pay rent, but that breach came in early 2020, after the expiration of ten

days following the second notice of non-payment of rent..

Regarding Genesis’s alleged breaches, the court concluded Genesis at

least minimally complied with its obligations to proceed with the required

subdivision and providing grading, a gravel road, and temporary electricity and

water services. Genesis’s one failure was failing to provide sewer services— 16

whether temporary or permanent—by April 1, 2019. The district court concluded

this was not a material breach, as the lease agreement required Duffield to give

written notice of default and twenty days to cure, which she never did. The court

also concluded the failure to provide sewer would have become a material breach

only if Genesis was given the chance to cure as contemplated by the contract and

failed to do so. Alternatively, the court found that even if Genesis’s failure to

provide sewer by April 1, 2019, was a material breach, it took place after Duffield

materially breached the lease by becoming insolvent, so Genesis’s noncompliance

was excused.

Regarding the breach-of-construction-contract claims involving Abode and

Duffield, the court concluded that she materially breached the contract while Abode

did not, stating:

Duffield agreed to pay Abode’s costs plus 10% for the work she asked Abode to do; she failed to do so. The Court finds that this was a per se material breach of the Contract, which sets forth specific remedies if a “client” fails to timely make payments “or otherwise materially breaches...” (Contract ¶24B). Abode reasonably exercised its contractual and common law right to suspend further work because Duffield was not paying for what was done and could not pay for more work. See Contract ¶24B and Van Oort [Construction Co. v. Nuckoll’s Concrete Service, Inc.], 599 N.W.2d [684,] 693 [(Iowa 1999)]. Duffield alleges in her post-trial submission that Abode Construction breached the Construction contract “by failing to, and refusing to, complete portions of the promised construction.” It is undisputed that Abode built only ten of the nineteen volleyball courts required under the Contract. However, the record is clear that Abode only stopped work on the courts after it became clear Duffield could not pay. Even then, Witter continued construction beyond the point where Duffield stopped paying in order to ensure at least a substantial number of courts were complete and available for [her business’s] use. With the work that was done, Duffield argued that it was not done in a workmanlike manner. Her primary concern was with the quality of the concrete. Duffield has worked in her mother’s concrete 17

business and clearly has very high standards with respect to concrete. Overall, Duffield’s construction defect claims are dubious at best. In any event, she clearly accepted and enjoyed the benefit of Abode’s work without injury from any alleged quality problems because [the business] successfully operated and grew for three summer seasons. Abode’s work satisfied AVP’s exceptionally high facility standards during each of those three years, suggesting that none of Duffield’s quality complaints were material even if true. Duffield also argued that Abode built her parking lot on property she was not even leasing. As discussed, this assertion was not proven, and could likely have been remedied by Genesis even if true.

Duffield claimed Genesis fraudulently induced her to enter the lease

agreement, pointing to claims that Genesis never intended to provide sewer to

Lot 2 by April 1, 2019, Genesis never intended to sell her Lot 2, and Witter misled

Duffield into believing they were working together toward her dream. The district

court ruled the claims failed because Genesis never made any pre-signing material

representations about the lease—it was Kustes, acting as LuxAir’s representative,

that made representations. Alternatively, the court rejected the claim because

“every alleged representation that Duffield claims was fraudulently made to her

was proven either to have never been made at all, or was true.”

The district court also rejected Duffield’s claim of unjust enrichment against

Genesis, Abode, LuxAir, Witter, and Kustes. Duffield claimed that Genesis was

unjustly enriched by keeping the rent payments ($18,000 for 2018 and $25,000

under the addendum in 2020). But she “had use of Lot 2 for three volleyball

seasons.” The $18,000 paid in 2018 was while the business was in operation and

the $25,000 was paid as part of the 2020 addendum negotiations was far less than

the lease contract required from April 1, 2019 until October 10, 2020. Thus, the

court found nothing unjust about the rent Genesis kept for the three years the

business operated. She also argued that Genesis was enriched by using the lease 18

agreement to obtain financing for its own large project, but the district court

concluded that even if that assertion was factually correct, Duffield failed to show

how the enrichment came at their expense—as required to prove the claim.

Regarding Duffield’s claim of interference with prospective business

advantage against Genesis, Abode, LuxAir, Witter, and Kustes, the court

concluded:

Duffield asserted that Abode et al’s failure to comply with the Construction Contract interfered with Duffield’s ability to meet her requirements under the Lease. Duffield further surmised that because her “fledgling business was destroyed by the actions of Genesis, Abode, LuxAir, Witter and Kustes,” she was prevented from continuing to build business relationships “with patrons, athletes, parents, and sponsors.” Given that Duffield materially breached both the Lease and Contract, there can be no improper interference with her business. Moreover, she offered no evidence that anyone declined to do business with her because of anything anyone other than she herself (and perhaps [her former business partner]) did. Duffield provided not a single witness on this issue, and her own testimony was vague, self-pitying, and largely lacking in credibility. Finally, Kustes designed these transactions to give Duffield one advantage after another so that she could succeed. Abode, Genesis, and LuxAir stood to lose considerable amounts of money if [the business] failed. It defies all logic to suggest that Kustes and Witter wanted to keep Duffield from paying rent, from paying Abode, and from making [her business] the flagship success at the gateway to Marion AirCom Park. As it turned out, Kustes and Witter continued giving Duffield the leeway she needed to continue doing business and succeed until they ran out of patience with her broken promises in October 2020.

Finally, the district court rejected each of Duffield’s affirmative defenses.

The court awarded Abode $199,681.96 in damages for unpaid construction

bills and accrued interest of $10,909.39. Applying its rationale that the “rent never

got beyond the initial rate of $18,000 per year” (since the entitlements that were

Genesis’s responsibility were never delivered) and that the addendum terminated 19

the lease as of October 10, 2020, the court awarded Genesis only $28,215 for

unpaid base rent and $24,573.74 for additional rent.

Duffield appeals.13

II. Standard and Scope of Review.

“A breach-of-contract claim tried at law to the district court is reviewed by

us for correction of errors at law.” NevadaCare, Inc. v. Dep’t of Human Servs., 783

N.W.2d 459, 465 (Iowa 2010). The district court’s “legal conclusions and

application of legal principles” do not bind us. Id. (citation omitted). “We will

reverse a district court’s judgment if we find the court has applied erroneous rules

of law, which materially affected its decision.” Id. “In contrast, the district court's

findings of fact are binding on us if they are supported by substantial evidence.”

Id. (noting the findings of fact have the “effect of a special verdict.”).

III. Discussion.

A. Contract with Genesis (Lease Contract): Who committed a material

breach first?

We start by recognizing the detailed work of the district court. While brevity

is often a lofty goal, here the factual history was complicated and critical to the

result. The factual findings, negative and positive for both sides, were set out in

over fifty-one pages of the eighty-five page ruling with citations to portions of the

record for support. That detail offers a clear picture into the parties’ motivations

and behavior. “The district court’s findings of fact are binding on us if they are

13After Duffield appealed, the district court awarded Genesis, Abode, LuxAir, Witter, and Kustes attorney fees in the amount of $229,646.25 and costs in the amount of $9910.43. Duffield filed a notice of appeal and sought to consolidate, but our supreme court concluded the notice was untimely and dismissed it. 20

supported by substantial evidence.” Dolly Invs., LLC v. MMG Sioux City, LLC, 984

N.W.2d 168, 173 (Iowa 2023) (cleaned up).

To that end, the district court concluded that both Genesis and Duffield

breached the Lease contract, but it found that Duffield materially breached the

contract first.14 That material breach involved Duffield’s failure to have financing

and the wherewith all to fund and complete the project as the contract anticipated.

In other words, Duffield was found to be insolvent, triggering the default provisions

of the lease contract. And as Genesis argues “her breach absolved Genesis[] of

its obligation to keep throwing good money after bad by providing sewer service to

a tenant who did not need it and who obviously was unable to pay for the

improvements that would need the sewer.” See Van Oort Constr. Co, 599 N.W.2d

at 693 (noting a party “was justified in suspending its performance under the

contract until” the breaching party performed).

We start with applying principles of contract interpretation to determine the

meaning of the words used in the lease contract. Pillsbury Co. v. Wells Dairy, Inc.,

752 N.W.2d 430, 435 (Iowa 2008). “Interpretation is the process for determining

the meaning of the words used by the parties in a contract.” Id.; see Fashion

Fabrics of Iowa, Inc. v. Retail Invs. Corp., 266 N.W.2d 22, 25 (Iowa 1978). This

involves a legal issue. Peak v. Adams, 799 N.W.2d 535, 543 (Iowa 2011)

(“Interpretation involves ascertaining the meaning of contractual words;

14 The district court also concluded that Duffield materially breached the lease by

failing to make the lease payments, but this breach did not take place until 2020— when Genesis followed the proper procedure to bill Duffield and then provide two default notices, to which Duffield did not make good. In the game of “who breached first,” this late breach doesn’t come into play. 21

construction refers to deciding their legal effect.”). “Words and other conduct are

interpreted in the light of all the circumstances, and if the principal purpose of the

parties is ascertainable it is given great weight.” Fausel v. JRJ Enters., Inc., 603

N.W.2d 612, 618 (Iowa 1999) (quoting Restatement (Second) of Conts. § 202(1)

(A.L.I. 1981)). One principle “of contract construction provides that while words

are to be given their ordinary meaning, particular words and phrases in a contract

are not to be interpreted in isolation.” See Iowa Fuel & Mins., Inc. v. Iowa State

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

The lease contract “deemed” that an “[e]vent of [d]efault” would include

“[l]essee becoming insolvent, making a transfer in fraud of creditors or an

assignment for the benefit of creditors and the assignment is not dismissed within

30 days. (emphasis added). Duffield argues this condition did not apply because

this default event required proof of all of the listed conditions, not just insolvency.

After reviewing the sentence structure, we disagree and find proof of any of the

three conditions would constitute an event of default.

So, because the lease contract did not define the term “insolvent,” we look

to the ordinary meaning. In Black’s Law Dictionary (12th ed. 2024) the term

“insolvent” means “having liabilities that exceed the value of assets; having

stopped paying debts in the ordinary course of business or being unable to pay

them as they fall due.” Duffield argues that the court’s conclusion she became

insolvent incorrectly considered the state of her finances in fall 2018, when her

next payment to Genesis was not due until April 1, 2019. And in the order of who

breached the lease contract first, Duffield asserts that Genesis’ breach, relating to

installation of the temporary sewer system, came into play on April 1, 2019, the 22

date in the contract that the sewer system had to be installed. As the court

summarized:

It is undisputed that Duffield failed to pay her debts to Abode as they came due, beginning with the Time & Materials Invoice dated June 6, 2018. Her failure to pay the debts was not due to any bona fide dispute with Abode; Duffield failed to dispute anything in that Invoice or any of the subsequent ones. Duffield repeatedly stated that she had only $250,000 total to complete the . . . project and that she would need to obtain financing or sponsors to pay for the remainder of it. She testified that she had spent her entire $250,000 cash by mid-2018 and was still attempting to obtain financing for the rest of the . . . project at that time. Duffield also failed to pay her debts to Linn County Rural Electric Cooperative (“REC”) as they came due. She received a final disconnect notice on September 2, 2018, advising that her service would be disconnected if she did not pay $157.23 by September 25, 2018. On October 17, 2018, REC issued her a “Notice of Disconnection for a Returned Check Due to a Closed Account.” The Notice advised her that, if payment of $230.43 in the form of cash or money order was not received by October 24, 2018, [her] service . . . would be disconnected on October 25, 2018. Again, her failure to pay these debts was not due to any bona fide dispute with REC. Duffield made no effort during the trial, or in her post-trial submissions, to refute that she was insolvent.

Evidence of Duffield’s inability to secure financing was extensive and of her

failure to pay her obligations in 2018 is clear. Before the lease contract was signed,

Duffield alluded to Witter she had multiple sponsors “on board,” that the Iowa

Games were “already talking about us hosting for 2019,” and that she had a great

meeting with a bank. But as Witter, Kustes and Duffield spoke over text message

often—about site progress, anticipated project costs, and how her pursuit of

financing was going, tensions started to grow. On April 17, 2018, Witter asked

Duffield, “How is the contract and financing coming along?” Duffield responded in

part, “[F]inancing will be settled it sounds like tomorrow.” Two days later, Witter

reminded Duffield, “Need to get paper[work] done. Lease/Financing.” On April 20,

he sent, “Good morning. Are you able to finalize contract today?” On April 23, 23

Duffield sent Witter a message that she “[d]ropped of[f] checks.” The next day,

Witter asked, “How’s it going on the finance front[?] A lot going on out here

spending money wise n work getting done wise. I’m getting very nervous.” Duffield

responded with a positive outlook, stating, “It’s going good—I have three banks

that are supposed to let me know tomorrow or Thursday and I have a lunch

Thursday with a friend who may consider putting in cash to use as more collateral.”

Over several messages, Witter responded,”

I’m going ready to rock the rest of the road tomorrow. About 35k. This rock is only needed for u this year [I] will pull it up and use under parking lot next year when paving gets done. So I’m nervous. Should I pull off job[?] Few days? Did you get contract signed? Can you assure me[?] I’ll try n hold off on rock one day. Hate to stop momentum. I’m rambling[15]

Duffield pushed Witter to continue the work, responded, “Yes and yes. I’m doing

the best I can, with the time I have. I’ve spent 60k so far in, less in full, deposits,

insurance and equipment, and have advertised all of this project already.” Witter

responded that they were “both spending tons” and that he would “keep er rolling.”

Over the next month, Witter continued to check in with Duffield about

financing, asking at various times if Duffield would be getting a check to Kustes

that day, if she had heard from the banker, and if she had any updates. On May 27,

Witter asked her, “So we have financing?” Duffield responded, “They are saying

so.” Witter replied, “Well sorry to say we need more than them saying so. We

need form comm[itment].” Duffield became defensive, responding, “Well I’m not

happy feet are being dragged when my butt is on the line. 200k I’m in and it was

15 This is not the order the messages appear in exhibit 2, but lining up the partial

words that end and begin each message suggests it is the order Witter sent them. 24

known it was going to take time to get financing. This project is a month over time.”

Financing did not come and Duffield did not secure a construction loan to help fund

the project. The inability to fund the project going forward evidenced by the

growing number of unpaid billings in 2018 represents a material breach of the

lease contract.

The district court found the factors related to proof of a material breach were

satisfied by Duffield’s insolvency breach. Those five factors are whether the

breach: “(1) deprive[d] an injured party of a reasonably expected benefit;

(2) cannot be adequately remedied; (3) produce[d] a forfeiture in the

nonperforming party; (4) are not likely to be cured by the nonperforming party; and

(5) result[ed] from the nonperforming party’s failure to comply with standards of

good faith and fair dealing.” See Dolly Investments, LLC, 984 N.W.2d at 174. And

the impact of that insolvency was aptly summarized by the court:

Duffield’s insolvency deprived Genesis both of a successful anchor tenant for the AirCom Park development and a direct stream of revenue under the Lease. Although Duffield tried repeatedly to gain financing and/or sponsors, she was unsuccessful. Absent a stroke of luck or a windfall in her lawsuit against [her former business partner], Duffield’s insolvency was not likely to be cured. Genesis did not suffer a forfeiture as a result of Duffield’s insolvency. Perhaps worst of all Duffield violated standards of good faith and fair dealing by repeatedly making false claims that financing was imminent in order to induce Kustes and Witter to delay terminating the Lease and evicting her.

As for the breach by Genesis, the district court did conclude that

Genesis/LuxAir breached the lease contract by failing to deliver sewer service by

April 1, 2019. But it determined this was not a material breach because the

contract required Duffield to give Genesis a chance to cure the breach and she did

not send the notice of default. Had Duffield provided contractually required written 25

notice of default with Genesis failing to cure the issue, the court noted that action

would have constituted a material breach. But that was not the case as Duffield

never provided a notice of default.16 But timing was everything. Thus, we agree

that even if the failure to provide sewer service by April 1, 2019, was a material

breach, Duffield’s material breach (becoming insolvent) occurred first, which

excused Genesis/LuxAir’s nonperformance. “It is a basic principle of contract law

that once one party to a contract breaches the agreement, the other party is no

longer obligated to continue performing his or her own contractual obligations.”

Kelly v. Iowa Mut. Ins. Co., 620 N.W.2d 637, 641 (Iowa 2000) (citation omitted).

And as Genesis argued, even if it was in breach, Duffield was not deprived of any

actual benefit as she never constructed a building that would use sewer service17

and her claims that she could not get financing without the sewer lines was

unsupported by any evidence other than her self-serving testimony.

B. Contract with Abode (Construction Contract): Who materially

breached contract first?

The district court concluded Duffield breached the contract with Abode

when she failed to pay the construction invoices; and we find this was a material

breach. Abode claims it stopped its work when it became clear Duffield could not

perform under the contract terms. Under the contract, the failure to make any

payment allowed Abode to “immediately terminate” the agreement after a written

16 Genesis maintains that Duffield first raised the issue regarding lack of sewer

services in 2020. 17 Kustes credibly testified that “if we were to provide her with the temporary sewer,

we can’t appropriately size that without knowing what size of building, where the locations are at, any of the things. All of those things would cost her more money if we did it wrong in the first place.” 26

termination notice was sent. Abode submitted multiple copies of notices of

Duffield’s nonpayment of the construction costs through email, text messaging and

on the billing statements. And the court noted that Abode had substantially

performed because Duffield opened the business by the contract deadline and

continued operating it for three years, boasting that a national association, with

extremely high standards for layout, construction and quality of sand volleyball

courts, held events there from 2018 until 2020.

As for Duffield’s claim that Abode materially breached the construction

contract, the district court disagreed. Duffield maintains that Abode completed

construction on land not leased by Duffield and charged her for construction items

in violation of the contract; and that these actions pre-dated Duffield’s failure to

pay. She also listed several issues with the work done and the pricing, but the

district court determined that “[t]he evidence showed that Abode did precisely the

work [Duffield] asked Abode to do; [Duffield] just lost track of all of the expenditures

and ultimately could not pay for it.” On several points, the district court did not find

Duffield’s testimony to be credible. “[T]he credibility of witnesses is peculiarly the

responsibility of the fact finder to assess.” Estate of Hagedorn ex rel. Hagedorn v.

Peterson, 690 N.W.2d 84, 88 (Iowa 2004).

We find that Duffield’s failure to pay was a material breach of contract that

allowed for immediate termination or cessation of work. See Van Oort, 599 N.W.2d

at 693. And even if Duffield’s claims that Abode violated the contract are accurate,

which the district court rejected as not being supported of facts or the law, we do

not find them to be material as either she didn’t complain or when she did Abode 27

attempted to fix the issues. In sum, Duffield materially breached the Abode

construction contract and the damages awarded were appropriate.

C. Duffield’s counterclaims.

1. Fraudulent Inducement.

The district court rejected Duffield’s claim of fraudulent inducement against

Genesis, concluding statements by Kustes—while acting as LuxAir’s

representative—could not be fraudulent inducement by Genesis, which was the

entity that Duffield made the claim against. To support its claim, Duffield argues

Genesis inherited the statements/inducements made by Kustes as the contracting

officer for LuxAir, the original lessor, through paragraph 19(B) of the lease contract.

Duffield contends that Genesis had no intention of ever providing sewer to the

property by April 1, 2019 or of ever wanting to sell the property to her.

The district court reached the merits of this claim and rejected all three of

Duffield’s theories of fraudulent inducement (that Genesis never intended to

provide sewer services by April 1, 2019, that Genesis never intended to sell her

the property, and that Witter was going to invest in the project). It concluded that

“every alleged representation that Duffield claims was fraudulently made to her

was proven either to have never been made at all, or was true.” On appeal,

Duffield only re-raises the claim that Genesis never intended to provide the sewer

services in accordance with the contract. Thus, we only address the claim

developed on appeal. As to the representations related to the sewer installation,

the district court concluded this claim was without merit “Genesis was fully

prepared to install sewer in the fall of 2018; Duffield’s insolvency was the only

reason sewer was delayed.” We agree with the district court’s conclusions. 28

First to show fraudulent inducement, Duffield had to prove by a

preponderance of clear, satisfactory and convincing evidence eight elements:

(1) [the] defendant made a representation to the plaintiff, (2) the representation was false, (3) the representation was material, (4) the defendant knew the representation was false, (5) the defendant intended to deceive the plaintiff, (6) the plaintiff acted in [justifiable] reliance on the truth of the representation . . . , (7) the representation was a proximate cause of [the] plaintiff’s damages, and (8) the amount of damages.

Spreitzer v. Hawkeye State Bank, 779 N.W.2d 726, 735 (Iowa 2009) (citing Gibson

v. ITT Hartford Ins. Co., 621 N.W.2d 388, 400 (Iowa 2001)). Here narrowing the

claim to that made on appeal—that Genesis never intended to provide a sewer

service—there was sufficient evidence to show that Genesis ever made

representations to Duffield it knew were false or intended to deceive her. First, the

letter of intent noted that sewer service might be delayed due to timing and need

to be on a temporary basis. The Lease provided that Genesis would provide “at

minimum temporary sewer services” and the ability to provide permanent sewer

services was hampered by city efforts to complete its end of the sewer service.

And finally, the district court said that Witter “credibly” testified that had Duffield

made the payments to Abode as required, Genesis would have installed the sewer

improvement. And on this note, a trial court is in a “markedly better position to

judge the credibility” of the witnesses than we can do from our vantage point. Van

Sloun v. Agans Bros., Inc., 778 N.W.2d 174, 182 (Iowa 2010).

Duffield failed to prove the elements of fraudulent inducement.

2. Unjust Enrichment/Third-Party Unjust Enrichment.

On appeal, Duffield claims unjust enrichment by Genesis who was “unjustly

enriched by the payments made by Duffield, and by their leveraging of the non- 29

performing, unconscionable lease to gain a loan . . . of $8 million.” The district

court concluded those claims “ha[d] no support in fact.” As our supreme court

recently said:

Unjust enrichment is a doctrine of restitution. It requires a plaintiff to prove the defendant received a benefit at the expense of the plaintiff under circumstances that make it unjust for the defendant to retain the benefit. The circumstances giving rise to an unjust enrichment cause of action might more appropriately be labeled “unjustified enrichment” seeing as our focus centers on whether there has been a “transfer of a benefit without adequate legal ground.”

Rilea v. State, 959 N.W.2d 392, 393–94 (Iowa 2021) (internal citations omitted).

Regarding the lease contract, Duffield paid only partial rent, while operating

a successful business on the property for three volleyball seasons. And while

Genesis might have used the written lease agreement to obtain its own financing

to complete other projects at the property, it is not clear how that was at Duffield’s

expense—a necessary element of unjust enrichment.

Duffield failed to prove a claim of unjust enrichment.

D. Duffield’s Affirmative Defenses

1. Breach of Good Faith and Fair Dealing.

On appeal Duffield argues that Genesis was not operating in good faith with

Duffield; as it never intended to provide sewer to the premises by the deadline.

Genesis asserts that this argument was never ruled on by the district court; so it is

not preserved for our review. We agree. A brief mention of the term good faith in

the ruling is not sufficient to establish that the district court ruled on that theory of

recovery. “It is a fundamental doctrine of appellate review that issues must

ordinarily be both raised and decided by the district court before we will decide

them on appeal.” Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002). 30

2. Impossibility/Impracticability

Here, Duffield asserts that she could not get financing because the sewer

system was not installed by April 2019. She argues it was impossible for her to

perform her contractual obligations, but it’s not clear what obligation(s) she means.

Presumably she means she could not pay her bills because she could not obtain

outside financing without the sewer installed. But the district court’s factual

findings established that it was Duffield’s own past financial problems and business

reputation18 that prevented banks from giving her any funding; which was

contrasted with evidence that banks do provide financing to people to start projects

even when no development has been done. And her inability to obtain financing

was foreseeable for all the same reasons she ultimately was unsuccessful in

getting the loans; even one of her own attorneys warned her she couldn’t fund the

project and advised against entering the contracts. Likewise, Duffield presented

no evidence from any banker supporting her theme that the reasons for her lack

of financing were as she stated.

Under the contract impossibility of performance theory, Duffield had to show

“there were extraordinary circumstances which: (1) prevent a person from carrying

out the terms of the contract; (2) cannot reasonably have been anticipated; and

(3) are not the fault of that party.” 8A Tom Riley & Peter C. Riley, Iowa Practice

Series: Civil Litigation Handbook § 45:11 (Aug. 2025 update); see Associated

Grocers of Iowa Co-op., Inc. v. West, 297 N.W.2d 103, 108 (Iowa 1980) (“Nothing

renders this contract impractical or impossible except [defendant's] bad

18 Duffield testified that her business partner in the earlier volleyball enterprise was

discrediting her reputation throughout the community. 31

judgment.”). As it turned out, the circumstances were that Duffield could not

leverage her volleyball expertise to gain financing and thus entered an

arrangement she was unable to sustain. Duffield failed to establish the elements

of this affirmative defense.

3. Unconscionability

Duffield attacked both the construction contract and lease contract under

this theory. “A contract is unconscionable where no person in his or her right

senses would make it on the one hand, and no honest and fair person would accept

it on the other hand.” Bartlett Grain Co. v. Sheeder, 829 N.W.2d 18, 27 (Iowa

2013) (citation omitted). And as the district court noted an unconscionability

defense cannot “rescue a party from an imprudent bargain or buyer’s remorse.”

Homeland Energy Solutions, LLC v. Retterath, 938 N.W.2d 664, 704 (Iowa 2020).

On this claim, Duffield points to the district court’s finding that the increase

in rent to $85,000 for the remaining sixteen years of the lease contract was

unconscionable until the entitlements, including the sewer installation, were

provided. In response, Genesis argued the lease rent was $18,000 the first year

and $85,000 the second, regardless of whether it delivered on its obligation to

provide water and sewer services by the start of the second year, and that was

how Genesis calculated its damages. Yet, the district court found that applying the

lease terms as Genesis argued—charging the increase in rent without the

entitlements— was “[not] sufficient to deem the Lease unenforceable” because the

court further concluded that the rent increase would not apply until the entitlements

were provided. In other words, the court did not enforce that increase to $85,000

but instead found that the lease rent should remain at $18,000 per year. But 32

Duffield argues the increase in rent from year 1 to year 2 is substantively

unconscionable and the court should not enforce the entire lease contract.

“Substantive unconscionability includes harsh, oppressive, and one-sided terms.”

R.J. Meyers Co. v. Reinke Mfg. Co., 885 N.W.2d 429, 439 (Iowa Ct. App. 2016)

(cleaned up).

But even with the district court’s modification of the rent terms, we do not

see how the actual terms of the lease make it unconscionable. The

unconscionability of a contract or clause is “determined at the time it was entered.”

C & J Vantage Leasing Co. v. Wolfe, 795 N.W.2d 65, 80–81 (Iowa 2011)

(examining factors of “assent, unfair surprise, notice, disparity of bargaining power,

and substantive unfairness” in determining if a contract is unconscionable). Here,

Duffield had the opportunity to have counsel review the lease contract, had

experience in the construction industry and had already involved herself in another

buildup of a volleyball enterprise. The application of the clause in the lease

contract may have seemed unfair in the end, but the doctrine of unconscionability

cannot operate here to save Duffield from what she now perceives is a bad

bargain. Id. at 81 (holding there was no procedural unconscionability or

substantive unconscionability when an intelligent business entity had an

opportunity to read the agreement, no unequal bargaining power existed, and

contract was not overly oppressive). 33

Under the construction contract, Duffield argues it was hard to understand

and inadequately defined.19 “[P]rocedural unconscionability includes the existence

of factors such as sharp practices, the use of fine print and convoluted language,

as well as a lack of understanding and inequality of bargaining power.’” R.J.

Meyers Co., 885 N.W.2d at 439 (cleaned up). But at the end of the day, the

doctrine of unconscionability does not rescue people from bad bargains and we,

as a reviewing court, cannot either. See Homeland Energy Solutions, 938 N.W.2d

at 704. Duffield had the opportunity to have the contracts reviewed by counsel,

was told by one attorney not to move forward and despite that, many of the terms

were favorable to Duffield.

In sum, Duffield failed to show that either of the contracts were

unconscionable.

4. Indefinite Construction Contract

Finally, Duffield argues that the contract with Abode contained ambiguous

terms that exposed her to “multimillion dollar liability, with no scope of work, no

building plans, no budget, no financing, no timeline and [made her a tenant that]

‘was on the hook.’” She asserts the vagueness of these terms makes the contract

unenforceable. See Gildea v. Kapenis, 402 N.W.2d 457, 459 (Iowa Ct. App. 1987)

(“Vagueness of expression, indefiniteness, or uncertainty as to any of the essential

terms of the agreement may prevent the creation of an enforceable contract.”).

Her argument sounds like someone who soured on the deal she made. Even so,

19 All parties acknowledge that the contract was generated from a template that

references shopping centers and had language that did not expressly apply to this particular buildout, but those terms are not part of this claim. 34

as the district court pointed out, the construction contract, based on a time and

materials clause, allowed Duffield to request quotes and then accept or reject them

at every step or do the work herself or with other contractors. She also testified to

her expertise and knowledge related to the building trades and thus, we do not find

she met her burden to show the contract was too ambiguous to enforce.

IV. Conclusion.

For the reasons outlined above, we affirm the ruling of the district court.

AFFIRMED.