IN THE COURT OF APPEALS OF IOWA
No. 24-1163 Filed October 1, 2025
STEPHEN DIERICKX, Plaintiff-Appellant,
vs.
DREAMDIRT FARM AND RANCH REAL ESTATE, LLC d/b/a DREAM DIRT AUCTIONS, TOM BRADLEY, JASON SMITH, HARRY GATZIONIS, and VAIL HOLDINGS, LLC, Defendants-Appellees. ________________________________________________________________
Appeal from the Iowa District Court for Muscatine County, Stuart P. Werling,
Judge.
A plaintiff appeals the district court’s summary-judgment ruling dismissing
his breach-of-contract, negligent-misrepresentation, fraudulent-misrepresentation,
consumer-fraud, slander-of-title, and quiet-title claims. AFFIRMED.
Nicholas J. Huffmon (argued), Elliott R. McDonald, III, and Patrick L.
Woodward (until withdrawal) of Brooks Law Firm, P.C., Davenport, for appellant.
Joseph M. Borg (argued) and William B. Serangeli of Dickinson, Bradshaw,
Fowler & Hagen, P.C., Des Moines, for appellees DreamDirt Farm and Ranch Real
Estate, LLC d/b/a Dream Dirt Auctions, Tom Bradley, and Jason Smith.
Alexander Barnett (argued), Douglas R. Lindstrom Jr., and Jenny L.
Juehring of Lane & Waterman LLP, Davenport, for appellee Vail Holdings, LLC. 2
Robert H. Gallagher and Peter G. Gierut of Gallagher, Millage & Gallagher,
PLC, Bettendorf, for appellee Harry Gatzionis.
Heard at oral argument by Schumacher, P.J., and Badding and
Langholz, JJ. 3
LANGHOLZ, Judge.
Stephen Dierickx was the highest bidder on farmland put up for sale in an
online auction conducted by DreamDirt Farm and Ranch Real Estate, LLC. After
the bidding closed, DreamDirt emailed Dierickx congratulating him “on your auction
purchase” and providing “[a]n invoice for the items you won.” But the email also
said that earnest funds of “10%” were “due upon Seller’s acceptance of your bid.”
And it reiterated the terms and conditions also posted on the auction website,
including that the “[s]ellers reserve the right to take up to 4 hours after bidding ends
to accept the final bid” and “[b]eing the high bidder does not form a contract until
the auctioneer announces the property sold and you are notified the seller has
accepted your bid.” About two hours later, DreamDirt emailed again, telling him
that the landowner rejected his offer and made a counteroffer at a higher price. He
rejected the counteroffer. And the land was later sold to Vail Holdings LLC.
Dierickx then sued, asserting a host of claims against DreamDirt, two of its
employees, the landowner, and Vail Holdings and seeking title to the land and
damages. But the district court granted summary judgment and dismissed his
claims. Dierickx appeals. And we affirm.
Many of Dierickx’s claims rest on his theory that he entered a contract to
purchase the land when he bid and received the email informing him that he won
the auction. But applying longstanding contract law to this twenty-first-century
online auction defeats that theory—the undisputed facts showed that no valid
contract was formed because Dierickx’s bid was an offer that was never accepted
by the landowner. And Dierickx’s alternative claims based on fraud fail because
Dierickx points to no false statements on which he relied to his detriment. 4
I. Background Facts and Proceedings
The summary-judgment record shows the following undisputed material
facts. Harry Gatzionis hired DreamDirt to sell three parcels of farmland in
Muscatine County through an online auction. The agreement provided that the
land would “sell subject to Seller’s confirmation,” that he “has the right but not the
obligation to sell at the highest bid during the auction,” and that he “will consider
the highest bids and will respond within” two hours of the auction’s close if
observing the auction remotely.
The online auction was held on May 18, 2022. And when the auction
closed, Stephen Dierickx was the highest bidder on one of the three parcels of
land—a 55.16-acre parcel that was adjacent to land Dierickx already owned. His
final bid at about 2:34 p.m. was $7770 per acre—for a total price of $428,593.20.
Two minutes later, DreamDirt sent Dierickx an email that began:
“Congratulations on your auction purchase! An invoice for the items you won in
the 209.75 Acres Farmland, Muscatine County, IA auction is now ready at MY
INVOICE.” The email also provided the invoice details, calculating the “Sale Price”
of $428,593.20 and showing that amount that as the “Invoice Total” and “Balance
Due.” The email continued on, listing a “pickup location” and a closing date of “[n]o
later than 45 days post auction.” But it also said: “Earnest Funds: 10% due upon
Seller’s acceptance of your bid.”
The email then contained a long block of text setting forth the “Terms and
Conditions of this auction.” As relevant here, those terms included:
• “Immediately upon the conclusion of the auction the high bidder(s) will enter into a real estate purchase agreement which is a legally binding contract 5
and deposit with DreamDirt Farm and Ranch Real Estate LLC or other approved holding account the proper non-refundable earnest deposit.”
• “Buyer agrees to sign all documents immediately using electronic means and in a reasonable amount of time wire any necessary earnest funds using bank wire.”
• “All bids are legally binding offers for real estate.”
• “The seller reserves the right to accept or reject any and all bids.”
• “Sellers reserve the right to take up to 4 hours after bidding ends to accept the final bid.”
• “Being the high bidder does not form a contract until the auctioneer announces the property sold and you are notified the seller has accepted your bid.”
The same terms and conditions included in the email were also posted before the
auction on the section of DreamDirt’s website providing details about the sale of
Gatzionis’s farmland.1
A little less than two hours later, one of DreamDirt’s employees called
Dierickx to inform him that Gatzionis had rejected his offer to buy the land for
$428,593.20. But the employee relayed a counteroffer from Gatzionis for
$550,000. Dierickx rejected the counteroffer, informing DreamDirt that he was only
willing to pay what he bid and nothing more.
Vail Holdings also bid in the online auction for two of the three parcels of
farmland, including the 55.16-acre parcel that Dierickx had bid on. It was the high
bidder for the other parcel, and Gatzionis accepted its bid for that parcel.
DreamDirt eventually contacted Vail Holdings to see if it was also interested in
1 The parties dispute whether the website required all bidders in the auction to view
and accept the terms and conditions before making a bid. Because Dierickx agrees that the terms were posted on the website and that he received them in the email after the close of bidding, we do not find this dispute to be material. 6
buying the 55.16-acre parcel for $550,000. Vail Holdings rejected that offer but
ultimately agreed on a price of $500,000. And in late June 2022, Vail Holdings
closed on the purchase of both parcels of land.
In October 2022, Dierickx sued DreamDirt, two of DreamDirt’s employees
involved in the auction, Gatzionis, and Vail Holdings. First, he claimed that
DreamDirt, its employees, “and/or” Gatzionis breached a contract for the sale of
the land and sought “specific performance of the contract and/or monetary
damages.” He also claimed that the same defendants slandered his title to the
property by “denying or otherwise misrepresenting [his] equitable interest” in the
land. And he brought a quiet-title claim against Vail Holdings seeking an order
establishing his equitable interest in the land “and barring and forever estopping
Vail Holdings from having or claiming any right or title to the premises.”
Dierickx also asserted claims of negligent misrepresentation, fraudulent
misrepresentation, and consumer fraud against DreamDirt, its employees, and
Gatzionis. All three claims rest on the same allegation that the defendants
provided Dierickx “false” information “regarding the auction, the presence or
absence of a reserve price, and the acceptance of the winning bid.”
Vail Holdings moved for summary judgment on the quiet-title claim arguing
that it was a bona fide purchaser of the land without notice of Dierickx’s claim to
an equitable interest in the land and that Dierickx had no valid equitable interest.
DreamDirt and its two employees also moved for summary judgment on the other
claims. Among other arguments to defeat each claim, they argued that Dierickx’s
bid was not accepted, so no contract to purchase the land was formed and his
breach-of-contract and slander-of-title claims necessarily fail. And they argued 7
that they made no false statements about the auction or acceptance of Dierickx’s
bid on which he relied to his detriment, foreclosing his negligent-misrepresentation,
fraudulent-misrepresentation, and consumer-fraud claims. Although Gatzionis
appeared through counsel, answered Dierickx’s petition, and asserted a cross-
claim against DreamDirt and its two employees, he did not move for summary
judgment or file any other paper joining in DreamDirt’s motion that addressed all
the claims asserted against him.2
The district court granted both summary-judgment motions and dismissed
all Dierickx’s claims against all the defendants.3 The court first held that because
the undisputed facts showed that Gatzionis rejected Dierickx’s offer within four
hours of the close of the auction, “there was not a valid offer and acceptance” and
“a contract was never formed.” So the court concluded that Dierickx’s breach-of-
contract claim failed. And the court reasoned that without a binding contract for
the land, Dierickx had no equitable interest in the land and his slander-of-title claim
against DreamDirt, its employees, and Gatzionis and his quiet-title claim against
Vail Holdings both failed.
2 In their brief, DreamDirt and its two employees assert their “counsel’s recollection” that “Gatzionis’[s] counsel took part in the hearing on the motion for summary judgment” and “explicitly joined in the arguments in favor of summary judgment on behalf of his client and all of the defendants.” But no transcript of the summary-judgment hearing is in our record and the parties have not sought to provide an alternative record of the hearing under Iowa Rule of Appellate Procedure 6.806. We thus cannot consider this factual assertion from the briefing. See Iowa R. App. P. 6.801 (defining the record on appeal). 3 The district court did not separately discuss the claims against Gatzionis. But in
its analysis of each claim, it expressly stated that it was dismissing the claim against each of the defendants, including Gatzionis. And in reasoning that another pending motion was moot, the court explained “the case is being dismissed.” 8
As for the negligent-misrepresentation, fraudulent-misrepresentation, and
consumer-fraud claims, the court held that the falsity element could not be
established. The court reasoned in part that it was undisputed that Dierickx
received the terms and conditions in the email from DreamDirt, that the auction
was conducted consistent with these terms, and that the email did not say
Gatzionis had accepted Dierickx’s bid. And so, the court held that none of the
defendants falsely represented how the auction would be conducted or that
Gatzionis had accepted Dierickx’s winning bid.
Dierickx did not file a motion to reconsider or enlarge the district court’s
summary-judgment ruling under Iowa Rule of Civil Procedure 1.904(2). Instead,
he filed this appeal.
II. The Contract and Property-Interest-Based Claims
“The public sale of property to the highest bidder by a duly authorized
auctioneer is a form of commercial transaction of great antiquity, and still in
common use.” Kendall v. Boyer, 122 N.W. 941, 941 (Iowa 1909). More than a
century later—although the venue has sometimes moved from the physical world
to the online one—the same holds true. And that long historical tradition provides
much common-law precedent governing this twenty-first-century online auction.
An auctioneer has the right to set the terms for the auction—through “posted
terms or conditions” and any modifications or additions announced orally by the
auctioneer “at the beginning of the sale.” Id. at 941–42. And those terms and
conditions bind bidders and purchasers in the auction whether they are aware of
them or not. See id. at 941 (affirming jury verdict for damages against the high
bidder at a hay auction based on a condition of the auction orally announced by 9
the auctioneer “at the beginning of the sale” even though bidder “testified that he
was not present when such condition was announced, and knew nothing of it”).
By default, a bid by a potential purchaser in an auction “is nothing more than
an offer on one side, which is not binding on either side until it is assented to.”
Swortzell v. Martin, 16 Iowa 519, 527 (1864) (cleaned up). Yet “[i]f a bid is made
and accepted by the seller, this constitutes a contract, a valid and binding contract,
and one which can be enforced either by or against the purchaser.” Id. And a bid
is considered to be accepted by the seller upon the auctioneer’s “knocking down
the hammer” if the seller does not first reject the bid or withdraw the property from
sale. Id. (cleaned up). This default auction method is now known as an auction
“with reserve.” Breitbach v. Christenson, 541 N.W.2d 840, 844 (Iowa 1995); cf.
Iowa Code § 554.2328 (2022) (providing in the Uniform Commercial Code—Sales,
which does not apply to real estate, that “[i]n an auction with reserve the auctioneer
may withdraw the goods at any time until the auctioneer announces the completion
of the sale”); see also Marten v. Staab, 543 N.W.2d 436, 443 (Neb. 1996)
(adopting prevailing common-law rule “that ‘all auctions are presumed to be with
reserve’” absent contrary express terms (quoting Cuba v. Hudson & Marshall,
445 S.E.2d 386, 387 (Ga. Ct. App. 1994))); 1 Richard A. Lord, Williston on
Contracts § 4:12 (4th ed. 2009).
But these default rules can be modified by the terms and conditions of a
particular auction. See Kendall, 122 N.W. at 941. For example, the default auction
with reserve may be modified to make the auction “without reserve.” See Marten,
543 N.W.2d at 443. In an auction without reserve—also sometimes called an
absolute auction—the default contracting arrangement is flipped. See id. Placing 10
the property up for auction becomes an offer to sell at any price that can be revoked
only if no bid is received within a reasonable time. See id.; cf. Iowa Code
§ 554.2328 (providing—again in the inapplicable UCC—that “[i]n an auction
without reserve, after the auctioneer calls for bids on an article or lot, that article or
lot cannot be withdrawn unless no bid is made within a reasonable time”). This
means that in an auction without reserve, “the property will actually go to the bidder
offering the highest price, and the seller may not nullify this purpose by bidding
himself or through an agent, or by withdrawing the property from sale if he is not
pleased with the bids.” Marten, 543 N.W.2d at 444 (cleaned up).
Conversely, the seller may reserve even greater rights to reject any bids—
even the highest bid at the close of the auction. Many courts have held that when
“the seller explicitly reserves the right to reject or approve, the auctioneer is without
authority to accept for the seller” and so, “the fall of the hammer in such auctions
merely ends the bidding, and no contract is formed until the seller actually accepts
the high bid.”4 Cuba, 445 S.E.2d at 388; see also Young v. Hefton, 173 P.3d 671,
677 (Kan. Ct. App. 2007); East v. Brown, 986 P.2d 523, 525 (Okla. Civ. App. 1999);
Marten, 543 N.W.2d at 444–45; Rosin v. First Bank of Oak Park, 466 N.E.2d 1245,
4 Most courts consider auctions with such a term to be merely a variation of a with-
reserve auction. See, e.g., Cuba, 445 S.E.2d at 388 (considering such an auction to be with reserve but reasoning “that there is a distinction between auctions which are merely conducted with reserve and those in which the seller explicitly reserves the right to approve, confirm or reject the high bid”); Marten, 543 N.W.2d at 443–44 (same). At least one has considered it a third type of auction—distinct from either with-reserve or without-reserve auctions—called a “conditional” auction. Young, 173 P.3d at 676. This is merely a matter of terminology—not substance. But since these auctions add an additional reservation of rights for the seller, it seems most accurate to consider them a subset of with-reserve auctions rather than an entirely separate type of auction, like without-reserve auctions. 11
1249 (Ill. App. Ct. 1984); Eugene Stud & Veneer, Inc. v. State Bd. of Forestry,
469 P.2d 635, 637 (Or. Ct. App. 1970); Cont’l Can Co. v. Com. Waterway Dist.
No. 1, 347 P.2d 887, 888–89 (Wash. 1959); Moore v. Berry, 288 S.W.2d 465, 468
(Tenn. Ct. App. 1955); City of New York v. Union News Co., 118 N.E. 635, 636
(N.Y. 1918). In other words, when this additional reservation of rights is made a
part of the auction’s terms and conditions—unlike the default rule—a seller may
reject the high bid even “after the close of the bidding.” Young, 173 P.3d at 676.
Mindful of this governing Iowa authority and the persuasive common-law
precedents from other jurisdictions, we agree with the district court that the
undisputed facts show that Dierickx’s bid was not accepted by Gatzionis and thus
that no contract to purchase the land was ever formed. To start, we look to the
terms and conditions of this auction to decide whether any of the default common-
law rules were modified. See Kendall, 122 N.W. at 941. The summary-judgment
record shows that these terms and condition are undisputed—they were all written,
posted on the auction website in advance, and emailed again in identical form at
the close of the auction. And no term or condition governing this auction modified
the default rule to turn this into an absolute auction without reserve. Neither the
term “absolute auction” nor “without reserve” appears anywhere. And no term
limits the seller’s default right to withdraw its property from the auction while the
bidding is ongoing.
To the contrary, the seller’s reserved rights are expanded from the default
rules by three of the terms and conditions. First, consistent with the classic text
needed to ensure no contract is formed—even after the close of the auction—until
the seller accepts a bid, one term provides that “[t]he seller reserves the right to 12
accept or reject any and all bids.” See, e.g., Cuba, 445 S.E.2d at 388. Second,
another term goes even further by providing that “[s]ellers reserve the right to take
up to 4 hours after bidding ends to accept the final bid.” And third, to remove any
remaining doubt, a term expressly states: “Being the high bidder does not form a
contract until the auctioneer announces the property sold and you are notified the
seller has accepted your bid.” The terms and conditions of this auction thus
mandate—with even more force than the terms and conditions in any of the prior
persuasive cases—that no contract for the sale of the land was formed with
Dierickx when the bidding closed with him as the highest bidder—or ever—unless
Gatzionis accepted Dierickx’s bid.
The evidence in the summary-judgment record is also undisputed that
Gatzionis never accepted Dierickx’s bid. Dierickx argues that the email he
received from DreamDirt after the close of the online bidding was an acceptance
by Gatzionis. But even assuming that an email from DreamDirt—rather than
Gatzionis—could be an acceptance on Gatzionis’s behalf despite his reservation
of that right in the auction’s terms and conditions,5 that email cannot be objectively
read to communicate Gatzionis’s acceptance to Dierickx. See Anderson v.
Douglas & Lomason Co., 540 N.W.2d 277, 285–86 (Iowa 1995) (affirming grant of
summary judgment because no contract was formed, reasoning that the existence
of the required offer and acceptance must be analyzed “objectively” based on
5 But see Marten, 543 N.W.2d at 445 (reasoning that even if auctioneer accepted
the high bid, “his acceptance would not be enough to form a contract for the sale of the lands” where auction’s terms and conditions reserved right for approval by probate court); Cont’l Can Co., 347 P.2d at 889 (rejecting argument that auctioneer’s acceptance of bid was an exercise of the seller’s reservation of rights on the seller’s behalf). 13
“what a normally constituted person would have understood the words to mean,
when used in their actual setting” (cleaned up)).
True, read in isolation, the first lines congratulating Dierickx “on your auction
purchase” and providing “[a]n invoice for the items you won,” could suggest that
the sales contract was formed. So too might the terms included in the email
imposing a duty on the high bidder to “[i]mmediately upon the conclusion of the
auction” enter the contract and deposit the “proper earnest deposit.” But that
reading would conflict with other parts of the email, including its notification that
earnest funds of “10%” were “due upon Seller’s acceptance of your bid,” and its
reiteration of other terms and conditions that the “[s]ellers reserve the right to take
up to 4 hours after bidding ends to accept the final bid” and “[b]eing the high bidder
does not form a contract until the auctioneer announces the property sold and you
are notified the seller has accepted your bid.” And nothing in the email expressly
says that Gatzionis accepted Dierickx’s bid. So at best, perhaps the email was the
necessary announcement by DreamDirt that the property was sold. But it was not
the required notification that “the seller has accepted your bid.” And so, by the
express terms stated in the email and the governing common law, no contract to
buy the land was formed between Dierickx and Gatzionis.
Because Dierickx never entered a contract to buy the land with Gatzionis—
or anyone else—his breach-of-contract claim fails. See Anderson, 540 N.W.2d at
289 (affirming grant of summary judgment on breach-of-contract claim where
summary-judgment record showed that no contract existed). Similarly, without any
contract to purchase the land, Dierickx lacks any equitable interest in the land
based on that nonexistent contract. See H.L. Munn Lumber Co. v. City of Ames, 14
176 N.W.2d 813, 816 (Iowa 1970) (discussing equitable-conversion doctrine and
noting requirement “that the contract” for the sale of land “be enforceable”). So his
claim for slander of title based on that alleged equitable interest cannot stand. See
Davitt v. Smart, 449 N.W.2d 378, 379 (Iowa 1989) (including as one of the five
elements of a slander-of-title claim that the plaintiff have “an estate or interest . . .
in the property slandered”). Nor can he succeed on his quiet-title claim against
Vail Holdings seeking to establish that equitable interest. The district court
correctly granted summary judgment dismissing all of these claims.6
III. The Negligent-Misrepresentation and Fraud Claims
Dierickx’s final three claims—negligent misrepresentation, fraudulent
misrepresentation, and consumer fraud—do not depend on his mistaken theory
that he had a binding contract to buy the land. But despite their differing elements,
these claims all still rest on a different common theory: that DreamDirt, its
employees, or Gatzionis made the same two false representations. First, that they
falsely represented the auction was conducted without reserve—meaning that the
6 Dierickx also argues that the district court erred in dismissing his claims against
Gatzionis because—unlike DreamDirt and its two employees—Gatzionis did not move for summary judgment. While Dierickx mentioned this issue in a footnote of his summary-judgment resistance without any supporting authority, the district court did not analyze the issue in its ruling dismissing the claims against all the defendants, including Gatzionis. And after the district court ruling, Dierickx still did not bring the overlooked issue to the district court’s attention by filing a 1.904 motion. So Dierickx failed to preserve error on this issue, and we decline to consider it for the first time on appeal. See Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002). It matters not that DreamDirt does not contest error preservation and Gatzionis has chosen not to participate in this appeal because our error- preservation requirement protects interests beyond those “of the opposing party,” such as the conservation of limited “judicial resources,” and our rules do not require an appellee to file a brief. Top of Iowa Coop. v. Sime Farms, Inc., 608 N.W.2d 454, 470 (Iowa 2000); see also Iowa R. App. P. 6.903(3). 15
highest bidder would purchase without the seller reserving the option to reject the
bid. See Marten, 543 N.W.2d at 443. And second, that they falsely told Dierickx
his bid was accepted. We thus focus on whether Dierickx presented any evidence
generating a material factual dispute over whether either false representation was
made. See Bass v. J.C. Penney Co., 880 N.W.2d 751, 764 (Iowa 2016) (affirming
grant of summary judgment on negligent- and fraudulent-misrepresentation claims
where “the undisputed facts reveal that no materially false or deceptive
misrepresentation to support [either claim] occurred”); see also Bagelmann v. First
Nat’l Bank, 823 N.W.2d 18, 30 (Iowa 2012) (setting forth the elements for negligent
misrepresentation, including “suppl[ying] false information for the guidance of
others in their business transactions” (cleaned up)); Lloyd v. Drake Univ., 686
N.W.2d 225, 233 (Iowa 2004) (setting forth the seven elements of fraudulent
misrepresentation, including a “representation” and “falsity” of that representation
(cleaned up)); Iowa Code §§ 714H.3, 714H.5 (authorizing private-consumer-fraud
claim for, among other things and with other required elements, “the
misrepresentation, concealment, suppression, or omission of a material fact”).7
A false representation that the auction was without reserve? Dierickx first
argues that DreamDirt, its employees, and Gatzionis falsely represented that the
auction was without reserve by concealing that Gatzionis reserved the right to
reject the highest bid. But Dierickx does not identify any time that DreamDirt said
7 The consumer fraud statute sweeps in a broader range of conduct beyond just
misrepresentations. See Iowa Code § 714H.3. But in his pleadings and argument in the district court and on appeal, Dierickx has advanced only the same two false statements that he relies on for his negligent- and fraudulent-misrepresentation claims. So we do not consider whether the record could support other theories of consumer-fraud liability. 16
the auction was “absolute” or “without reserve.” Rather, he points to DreamDirt’s
marketing materials, criticizing that they did not say that the auction would be “with
reserve” or refer readers to review the terms and conditions. And he contends that
the auction website failed “to confirm that the bidder knew or consented to the
Terms and Conditions” of the auction. But none of this is a false representation or
omission sufficient to support a claim of negligent misrepresentation, fraudulent
misrepresentation, or consumer fraud.
For starters, Dierickx’s assumption that an auction is presumed to be
without reserve unless the auctioneer says that it is with reserve runs smack into
more than 160 years of Iowa precedent and the prevailing view nationally that the
default rule is the opposite—an auction bid “is nothing more than an offer on one
side, which is not binding on either side until it is assented to.” Swortzell v. Martin,
16 Iowa 519, 527 (1864) (cleaned up); see also Marten, 543 N.W.2d at 443 (“[A]ll
auctions are presumed to be with reserve unless they are expressly stated to be
without reserve.” (cleaned up)). So the absence of an announced change from the
default rule is not a concealment that falsely implies the auction would be without-
reserve—it would imply truthfully that the auction would be with-reserve. What’s
more, at least one of the marketing pamphlets Dierickx submitted into the
summary-judgment record prominently says, under a bold heading “Earnest
Money,” that “10% due upon Seller’s acceptance of your bid,” which only fits a
with-reserve auction since no acceptance by the seller would be needed in a
without-reserve auction.
Perhaps most importantly, Dierickx concedes that the terms and conditions
were posted publicly on the auction website’s listing for the land. Again, those 17
terms leave no doubt that the auction was with-reserve, and Dierickx makes no
attempt to argue that anything in them was false. This is fatal to a claim that
DreamDirt represented anything false about the conduct of the auction. See Bass,
880 N.W.2d at 764 (rejecting negligent- and fraudulent-misrepresentation claims
about company’s shipping and handling charges where website’s disclosures
accurately described the company’s charging practices). And Dierickx’s attempt
to resurrect it by blaming DreamDirt’s website design for not ensuring that he
“knew or consented” to the term is without merit. He fails to explain how the
absence of such functionality is a misrepresentation or cite any authority
supporting tort liability on such a basis. Plus, he again runs into more than a
century of auction precedent holding that it is a bidder’s obligation to make himself
aware of any terms or conditions—even those announced orally when he was not
present. See Kendall, 122 N.W. at 941–42.
Dierickx’s first theory of liability for his negligent-misrepresentation,
fraudulent-misrepresentation, and consumer-fraud claims thus cannot succeed.
A false representation that Dierickx’s bid was accepted? Dierickx
alternatively argues that DreamDirt, its employees, and Gatzionis falsely
represented that Dierickx purchased the land in DreamDirt’s email at the close of
the auction “when in fact through the eyes of [Gatzionis] they were merely identified
as the High Bidder and the sale was subject to [Gatzionis’s] confirmation.” But this
claim of falsity overlooks that the very same email also represented that “[s]ellers
reserve the right to take up to 4 hours after bidding ends to accept the final bid,”
“[b]eing the high bidder does not form a contract until the auctioneer announces
the property sold and you are notified the seller has accepted your bid,” and that 18
Dierickx’s earnest funds were “due upon Seller’s acceptance of your bid.” So read
in context with the rest of the email, the reference to “your auction purchase” could
not be reasonably read to mean anything more than the truthful representation that
he had won the auction as the highest bidder and would need to await Gatzionis’s
decision to accept or reject that bid. The email was not false.
But even if we were to accept Dierickx’s interpretation of the first sentence
as a false statement that he had a binding contract to purchase the land, this theory
of liability still fails for an alternative reason. Dierickx has failed to come forward
with any evidence that he relied on this allegedly false representation to his
detriment in the less than two hours between receiving the email and being told
that Gatzionis rejected his bid. See Gibson v. ITT Hartford Ins. Co.,
621 N.W.2d 388, 400 (Iowa 2001) (affirming judgment notwithstanding the verdict
on fraudulent-misrepresentation claims where record lacked any evidence that
representation was relied on); Bagelmann, 823 N.W.2d at 30 (noting justifiable
reliance is also an element of negligent misrepresentation); Poller v. Okoboji
Classic Cars, LLC, 960 N.W.2d 496, 522–24 (Iowa 2021) (discussing requirement
that consumer fraud cause “ascertainable loss” to the plaintiff to maintain private
action for damages). He argues that the alleged false representation “made him
feel committed to purchasing the property” and “creat[ed] a situation where it was
difficult for Dierickx to walk away” to “increase the price of the property.” But
Dierickx concedes he did not end up paying more for the property—he refused to
do so despite the alleged false representation. And we see no other evidence in
the record that Dierickx took any other actions in reliance on his belief that he
would be the purchaser of the land or suffered any loss because of it. For this 19
reason too, the second alleged false statement cannot support Dierickx’s
negligent-misrepresentation, fraudulent-misrepresentation, or consumer-fraud
claims.
Because the undisputed material facts show that DreamDirt, its employees,
and Gatzionis did not make any false statements on which Dierickx relied to his
detriment, Dierickx’s final three claims also fail. And so, the district court did not
err in granting summary judgment and dismissing his negligent-misrepresentation,
fraudulent-misrepresentation, and consumer-fraud claims.
AFFIRMED.