IN THE COURT OF APPEALS OF IOWA
No. 24-1844 Filed October 29, 2025
QUBE HOTEL IA, LLC, DHARMENDRA AMIN and DINA PATEL, Plaintiffs-Appellees/Cross-Appellants,
vs.
LOTUS HOTEL GROUP, LLC, and CHETAN PATEL, Defendants-Appellants/Cross-Appellees. ________________________________________________________________
Appeal from the Iowa District Court for Polk County, Coleman McAllister,
Judge.
Defendants appeal a bench trial ruling finding them liable for unjust
enrichment and the damage calculation. Plaintiffs cross-appeal a finding there
was no breach of contract and the unjust enrichment damage calculation.
AFFIRMED ON APPEAL AND CROSS APPEAL.
Abbey C. Furlong (argued) and Maegan M. Gorham of Lane & Waterman
LLP, Davenport, for appellants/cross-appellees.
Matthew G. Sease (argued) of Sease & Wadding, Des Moines, for
appellees/cross-appellants.
Heard at oral arguments by Chicchelly, P.J., and Buller and Langholz, JJ. 2
BULLER, Judge.
Lotus Hotel Group, LLC (Lotus) and Chetan Patel (Chetan) appeal a finding
of unjust enrichment following a bench trial. They argue an entity not party to this
lawsuit—Shree Hotel Group, LLC (Shree)—was enriched by Dharmendra Amin
(Dharm) and Dina Patel (Dina)’s management services. In the alternative, they
argue the court erred in reaching its damage calculation. Qube Hotel IA, LLC
(QHI), Dharm, and Dina cross-appeal the district court’s finding of no breach of
contract. They too argue the court erred in its unjust enrichment damage
calculation. Because we find substantial evidence supports the district court’s
ruling in all respects, and those findings are supported by detailed credibility
determinations, we affirm on the appeal and cross-appeal.
I. Standard of Review
The parties suggest the breach-of-contract and unjust-enrichment claims
have different standards of review. However, “our review of a decision by the
district court following a bench trial depends upon the manner in which the case
was tried to the court,” not necessarily the nature of the claim. Carroll Airport
Comm’n v. Danner, 927 N.W.2d 635, 642 (Iowa 2019) (citation omitted). Because
the case was tried at law, our review is for correction of errors at law. Id. “The
district court’s findings of fact are binding on us if they are supported by substantial
evidence.” Dolly Invs., LLC v. MMG Sioux City, LLC, 984 N.W.2d 168, 173 (Iowa
2023) (cleaned up). “[B]ecause the district court had the opportunity to assess the
credibility of the witnesses, we do give deference to those findings.” State v.
Bower, 725 N.W.2d 435, 440 (Iowa 2006) (citation omitted). 3
II. Background Facts and Proceedings
Our factual recitation is colored by the district court’s understandable
conclusion all of the litigants “each lacked credibility for different reasons.” The
court found some explanations “misleading at best,” observed some actions by
each side to be deceptive, and noted neither side was able to provide documentary
support for their wildly diverging claims. For these reasons, our review is guided
by the credibility findings from which the district court teased out facts from the
record.
Dina and Dharm are married United Kingdom citizens. Both are educated
professionals and enjoyed successful careers. Dina has a legal degree and
worked as a regional manager for a prominent petroleum company. Dharm has a
degree in electronic computer systems, and he worked as a chartered accountant
in the U.K. for five years and as an investment banker for seventeen years. As
U.K. citizens, they had visitor visas to travel to—but not work in—the United States.
Chetan has an ownership interest in approximately twenty business
entities, nine of which are hotel-related. One of his ventures is Lotus, which owns
a hotel in Polk City, Iowa; Lotus services the hotel’s mortgage and property taxes.
The hotel abuts a golf course and has forty-four rooms, with one converted to a
live-in manager suite. In 2018, Shree was the hotel’s operating company,
managing the hotel’s day-to-day revenue and expenses.
After Dina and Dharm’s daughter married an American, the couple started
looking for investment opportunities that would allow them to spend time near their
daughter’s family. In summer 2018, they learned that the Polk City hotel—by then
named Qube Hotel—was for sale. While on visitor visas, they traveled to the hotel 4
in August and stayed three nights to evaluate its business potential. Dina and
Dharm learned Chetan had only recently purchased the property and planned for
his brother-in-law’s family to run it. But that fell through when their visas were
denied, leaving Chetan without managing staff. Following their first visit, Dina and
Dharm expressed continued interest in the property. The parties disagree on
whether the premise of their ongoing negotiations was to purchase the hotel or
merely an ownership interest in Shree, but the district court found that the parties
had verbally agreed Dina and Dharm would purchase the hotel for $1.45 million.
Regardless, Dina and Dharm moved into the hotel in September and stayed
through October. During that time, they shadowed Chetan’s relatives and learned
how to manage the hotel. They did not pay for lodging during this time. And at
this point, they had not finalized any agreement regarding the hotel in writing.
In October, Dharm created a draft purchase agreement for the hotel based
on a template provided by Chetan. Dina and Dharm also created an Iowa limited
liability company, QHI, to operate the hotel and finalize the transaction with
Chetan. In November, the couple returned to the U.K. to apply for nonimmigrant
E-2 work visas, which require capital investment in a profitable enterprise in the
United States while creating jobs in the United States. In their visa applications,
Dina and Dharm claimed QHI purchased Qube Hotel for $1.45 million with a
$100,000 deposit paid to Lotus and the rest covered with a financing agreement.
Attached to the visa application was a signed purchase agreement dated
October 10 between QHI and Lotus. Also included was a seller financing
addendum, providing that Lotus would finance the remaining $1.35 million balance 5
for QHI, and it would pay Lotus $5,600 a month for 180 months. The application
also included two checks representing the $50,000 payments to be made to Lotus.
But the documents attached to the visa applications were not what they
seemed. The checks were never cashed. All the signatures on the submitted
2018 contract were signed by Dharm, though he claimed Chetan provided verbal
authorization to sign. For his part, Chetan testified he never had any knowledge
of the signed purchase agreement. Yet the couple sent the visa documents to
Chetan and his attorney (at Chetan’s behest) while they were in the process of
submitting them. And it remained disputed at trial whether a seller financing
agreement was ever reached.
In January of 2019, because of their represented purchase of the Qube
Hotel, both Dina and Dharm received their E-2 visas, which only permitted
employment by QHI. They started managing the hotel’s daily operations in
February. An April 2 promissory note was apparently drafted between QHI and
Lotus for the purchase of the hotel, crediting QHI $120,000 a year toward the
purchase for management services, another $100,000 for an outstanding invoice,
and $50,000 for management services rendered between September 2018 and
March 2019. But again, this promissory note was signed for Chetan by Dharm and
its validity was disputed.
These sorts of contracts and negotiations continued for the next two years.
Chetan claimed Dina and Dharm agreed to buy into Shree with sweat equity—
receiving ownership as their management services fee. But the parties also
worked together, including applying for government funds for Lotus and Shree to
cover payroll during COVID. In summer 2021, the parties’ negotiating efforts 6
intensified—seemingly due a visa issue—but no written agreement was reached.
On July 31, Lotus took over operations of Qube Hotel and locked Dharm and Dina
out of operations. In the end, it was undisputed that Dharm and Dina ran the hotel
from February 2019 through July 2021, and the record contains no evidence that
any entity paid them wages for their work.
In August of 2021, QHI brought suit against Lotus for breach of contract
based on the alleged October 2018 contract. The petition was amended a couple
months later to add Dharm and Dina as plaintiffs and Chetan as a defendant, along
with additional claims for wages, unjust enrichment, and fraud. Chetan and Lotus
counterclaimed seeking declaratory judgment that any purchase or sales
agreements were void and unenforceable, alleging conversion of a vehicle used
by the hotel, and claiming fraud by forgery of Chetan’s signature.1
The matter eventually was tried in spring 2024, and the court heard three
days of testimony including from Dharm, Dina, and Chetan. After trial, the court
found QHI, Dharm, and Dina failed to prove there was an enforceable contract,
dismissing their claim for breach. Similarly, the court found they failed to prove
their fraud claims because no formal contract was signed based on false
representations; for the same reason, the court denied a fraud claim by Lotus and
Chetan. The court also found that Dharm and Dina were not paid by any entity for
any management services they provided but, because their visas only permitted
QHI to pay them, the court dismissed the employee wage claims against Lotus
and Chetan. While Dharm and Dina had no claim for wages, the court found
1 Other claims alleged by each party were voluntarily dismissed before trial. 7
Chetan “essentially conceded that Plaintiffs have a valid unjust enrichment claim.”
The court concluded Chetan and Lotus had equally benefited and received a
windfall from QHI, Dharm, and Dina’s services without paying for them. The court
calculated a reasonable value for their services, offset with the value of housing
and the vehicle allegedly converted, to conclude they were owed $176,958.36 plus
interest.
Lotus and Chetan appeal; QHI, Dharm, and Dina cross-appeal.
III. Discussion
Lotus and Chetan challenge the district court’s finding of unjust enrichment,
the court’s dismissal of their conversion claim, and the court’s damages calculation
as too high. QHI, Dharm, and Dina challenge the court’s finding of no breach of
contract and the damages calculation as too low. We consider each.
A. Breach of Contract
To succeed on a breach-of-contract claim, a plaintiff must prove
(1) the existence of a contract; (2) the terms and conditions of the contract; (3) that it has performed all the terms and conditions required under the contract; (4) the defendant’s breach of the contract in some particular way; and (5) that plaintiff has suffered damages as a result of the breach.
Iowa Mortg. Ctr., L.L.C. v. Baccam, 841 N.W. 2d 107, 111 (Iowa 2013) (citation
omitted). Dharm, Dina, and QHI argue the court erred in finding that there wasn’t
agreement on the terms and conditions of the October 2018 contract. They
maintain that the October 2018 contract was binding because Chetan either
verbally gave Dharm authority to sign for him or Chetan’s subsequent actions
ratified the contract. Like the district court, we are unconvinced by either argument. 8
Dharm, Dina, and QHI point to Dharm and Dina’s testimony and instances
where Chetan authorized Dharm to sign on his behalf for support. But the district
court “did not find either Dina or Dharm to be credible sources on whether the
parties had entered into a contract.” The court arrived at that conclusion after
recounting evidence that diminished their credibility:
• The couple “took possession of a vehicle that they clearly had little, if any, legitimate claim to.” And “they offer no explanation as to why they would not, at a minimum, be responsible for repaying the downpayment for the vehicle which was made by Chetan, and which was in excess of $18,000.”
• Dina and Dharm’s assertions in their visa application about buying the Qube hotel “were misleading at best.” The couple “omitted that they signed Chetan’s name to the purchase agreement, and finance agreement, and . . . that the two checks they wrote which they included in their application were never cashed.”
• They claimed to have spent $160,000 on bar renovations for the hotel. However, “no receipts, invoices, bills, or proof of any kind to support their claim” were submitted in the nearly three years the litigation was pending.
• Separately, the couple claimed another $100,000 in reimbursement for hotel furnishings. But they provided no description, itemization, or even photos of any furnishings. The court further found the lack of photo evidence “jarring given that Dina testified the property was still at the hotel and [the couple] spent three or four months staying at the hotel following the filing of this lawsuit. In fact, [they] were even at the hotel on the eve of trial.”
As for instances where Chetan authorized Dharm to sign on his behalf, we believe
receiving verbal authority to sign vendor contracts and biannual reports in the
course of regular conduct as another’s agent is rather different from signing a
$1.45 million contract at arm’s length. And we see no basis on which we would
set aside the district court’ detailed credibility findings. 9
Turning to ratification, Dharm, Dina, and QHI assert Chetan acquiesced to
the contract. They argue that Lotus and Chetan had actual knowledge of the
contract and freely accepted almost thirty months of management services and
thereby ratified the agreement. In support, Dharm, Dina, and QHI cite
GreatAmerica Financial Servics Corp. v. Natalya Rodionova Medical Care, P.C.,
956 N.W.2d 148 (Iowa 2021). While we are skeptical of applying contract
ratification under these facts as a general proposition, we don’t need to—our
caselaw makes it clear that ratification is generally a “question [that] should be
submitted to the fact finder.” GreatAmerica Fin. Srvs. Corp., 956 N.W.2d at 155.
And, on this issue, the district court made several important findings: “[W]hatever
the parties’ original understanding or verbal agreement . . . evolved over time. . . .
[T]he only logical conclusion is that the parties’ negotiations never really ended
and there was no clear meeting of the minds on the terms of the contract.” This
conclusion is supported by substantial evidence. Both parties continued to
negotiate and make proposals throughout the nearly three years they worked
together, without ever referring to a valid, enforceable contract already in place or
providing documentary proof of any fixed contract terms. We affirm on this issue.
B. Unjust Enrichment
Both parties challenge portions of the district court’s ruling as to unjust
enrichment. Unjust enrichment requires a plaintiff to show “(1) enrichment of the
defendant, (2) at the expense of the plaintiff, (3) under circumstances that make it
unjust for the defendant to retain the benefit.” Livingood v. City of Des Moines,
991 N.W.2d 733, 749 (Iowa 2023) (citation omitted). We consider whether
substantial evidence supports each finding separately. 10
1. Third-party enrichment
Lotus and Chetan argue that the district court erred in not finding that
Shree—which was not party to this suit—was the only entity enriched by Dina,
Dharm, and QHI. However, Dina, Dharm, and QHI dispute whether this argument
is properly preserved for appellate review. Lotus and Chetan didn’t explicitly make
this argument until their post-trial brief. As we understand it, Lotus argues
(perhaps) that it paid Shree for management services—possibly including those
performed by QHI, Dharm, and Dina—and Shree should be the party liable for
unjust enrichment. Lotus and Chetan had years in which they could have pled in
Shree as the party receiving the services performed by QHI, Dharm, and Dina and
paid for by Lotus. But Lotus and Chetan did not name Shree as indispensable to
be pled in at any time before trial, and they did not file a cross-petition against
Shree as “liable for all or part of the plaintiff’s claim.” See Iowa Rs. Civ. P. 1.234(3),
1.246(2).
Following a bench trial, any “party, on appeal, may challenge the sufficiency
of the evidence to sustain any finding without having objected to it by motion or
otherwise.” Iowa R. Civ. P. 1.904. But “[e]rror preservation requires a final ruling
on a specific motion or request.” Halbur v. Larson, 14 N.W. 3d 363, 373
(Iowa 2024). The district court did not explicitly rule on whether Shree was an
enriched party. And at oral argument before our court, counsel for Lotus and
Chetan was unable to identify any express or explicit ruling on this issue—instead
suggesting the court must have impliedly done so. We cannot identify any ruling
below on this third-party question. And Lotus and Chetan did not move for the 11
court to enlarge or amend its findings on the question of Shree’s liability. As a
result, they failed to preserve error, and we have no ruling on this issue to review.
2. Lotus Hotel Group, LLC
Lotus and Chetan also argue that Lotus is merely a real estate holding
company and Shree was the management company responsible for the hotel’s
day-to-day operations. They claim the district court erred by finding Dina, Dharm,
and QHI proved unjust enrichment because Shree—not Lotus—was enriched
since it was responsible for providing the hotel’s daily operations. We, like the
district court, find this unconvincing.
It is undisputed that the parties’ relationship began with the understanding
that Dina and Dharm would purchase the hotel. The parties diverge on whether
the deal moved from an outright purchase into a sale of a minority interest. The
district court found Chetan wholly uncredible and his testimony on an alternative
partnership sale unsupported by any “contracts, memorandums of understanding,
or other documents . . . prepared or signed by the parties. . . .” While the parties
never finalized contract terms, there is substantial evidence to support the district
court’s finding that Lotus was enriched by QHI’s management services for nearly
thirty months.
3. Chetan
Lotus and Chetan argue that the district court erred in finding Chetan
personally liable for unjust enrichment. The district court found Chetan “tr[ied] to
pay Dina and Dharm for their work, and through his admission in his trial testimony
that he owes Plaintiffs money . . . essentially conceded that Plaintiffs have a valid
unjust enrichment claim.” They counter that Chetan’s actions and admission were 12
only in connection with his role as an agent of Shree and additionally that Chetan,
as a member of Lotus, is shielded from any personal liability to QHI under Iowa
Code sections 489.104 and 489.304(1) (2021). Because of Chetan’s blasé
attitude in conducting business, we find it unnecessary to reach the issue of
corporate liability shielding.
Throughout the record, Chetan regularly sent emails and text messages to
Dina and Dharm through a single email and doesn’t denote which role—member
of Lotus, “internal” member of Shree, or just as Chetan—he is carrying out at any
given time. Furthermore, as the district court found, “[i]t seems more likely that
Chetan simply, on his own, concocted and assigned ownership interests in [Shree]
as he saw fit, to serve whatever financial or tax need he had at the time he made
each wildly divergent representation.” Given Chetan’s extraordinary corporate
informality, and the resulting lack of corporate attribution to his misleading and
manipulative behavior with the never-ending contract negotiations with Dharm and
Dina, we find there is substantial evidence to support the district court’s finding that
Chetan conceded to the unjust enrichment.
C. Damage Calculation
Both parties contest the district court’s unjust enrichment calculation. The
court valued Dharm and Dina’s joint monthly contributions for hotel management
and bookkeeping at $8833.33 per month. Lotus and Chetan argue that Dharm did
not provide bookkeeping services beyond ordinary management services. Dina,
Dharm, and QHI argue the court erred in its enrichment calculation, and that the
offsets for lodging and the car should not have been included. We take each
challenge in turn. 13
1. Bookkeeping
Lotus and Chetan argue that Dharm’s services encompassed only general
management services and did not require further compensation for bookkeeping
in the amount found by the district court—$46,000 per year. They point to Lotus’s
retention of an accountant and emphasize that Dharm would provide summarized
payroll data to the accountant. But bookkeeping and accounting are two different
services. And the $46,000 figure reached by the court was provided by Lotus and
Chetan’s own expert witness. Furthermore, the court noted its chosen joint
valuation of services was approximately the same as what Chetan attempted to
claim in employee services for the federal Paycheck Protection Program loan,
where he claimed Dharm and Dina should each be paid $4500 per month (for a
joint total of $9000). There is substantial record evidence to support the court’s
valuation of Dharm and Dina’s services.
2. Damage Calculation
Dina, Dharm, and QHI argue the district court erred in crediting Lotus and
Chetan’s expert on the damage calculation. They point out that the hotel’s
previous owner reported more than $160,000 a year in management and
operational costs. But the court found Lotus and Chetan’s expert testimony more
convincing because it accounted for the seasonal nature of the hotel due to its
connection with a golf course. The district court’s conclusion was supported by
substantial evidence, and we decline to tinker with damages.
3. Lodging and the Car
As to Dina, Dharm, and QHI’s challenge of the lodging offset, they argue
that lodging was never a part of their business negotiations and was already 14
factored into the $120,000 salary. The court noted that the lodging was
nonetheless a benefit they enjoyed. It further noted that both experts valued the
lodging at $13,400 per year.
As for the car offset, Dina, Dharm, and QHI argue that Lotus and Chetan
have no greater interest than them in the car, and that Shree is the only entity with
a greater right to possess. The court found that Chetan provided a personal
vehicle to Shree for hospitality purposes. The district court also noted that the
down payment for the vehicle was paid for by Chetan.
On our review, we find there is substantial evidence to support the district
court’s offsets for both items, and we affirm.
IV. Conclusion
Given the wildly disparate tales told by the parties, we agree with the district
court the only proven claim was for unjust enrichment. Finding the court’s
calculations on that claim within the range of evidence, we affirm.
AFFIRMED ON APPEAL AND CROSS-APPEAL.