Welker v. Langtry Farm Partnership

463 N.W.2d 97, 1990 Iowa App. LEXIS 432, 1990 WL 181569
CourtCourt of Appeals of Iowa
DecidedSeptember 26, 1990
DocketNo. 89-411
StatusPublished
Cited by1 cases

This text of 463 N.W.2d 97 (Welker v. Langtry Farm Partnership) is published on Counsel Stack Legal Research, covering Court of Appeals of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Welker v. Langtry Farm Partnership, 463 N.W.2d 97, 1990 Iowa App. LEXIS 432, 1990 WL 181569 (iowactapp 1990).

Opinion

HABHAB, Judge.

Chris Welker, John F. Langtry, and Norman Heath entered into a partnership to rent and farm certain land in Decatur County for the year 1987. The land was leased from Travelers Insurance Company, which had obtained the land in foreclosure proceedings against Welker in 1984. Welker had leased the land in 1985 and 1986, but financial difficulties prevented him from individually renting it in 1987.

Welker and Heath borrowed $65,000 from Langtry and this money was placed in the partnership and used for rental and start-up costs.1 Langtry was to have control of the income received and expense payments made by the partnership. Welker and Heath were to contribute their farming expertise and machinery, as well as perform the actual farm work. All profits and losses were to be divided equally.

In April 1987, Welker and Heath borrowed $24,960 from Langtry’s wife, Portia Langtry, to obtain a tractor and some discs. The promissory note made out to “Portia H. or John F. Langtry” as explained later was repaid with partnership funds though all of the parties considered Welker and Heath to be the sole owners of the equipment acquired. In fact, Heath and Welker eventually sold the machinery and kept the proceeds. They did not reimburse the partnership for the note repayment made on their behalf.

Just prior to the time of harvest, Welker’s bank repossessed the combine leased to him due to his failure to make required lease payments. Thus the partnership did not have a combine, and it was forced to hire Ray Reno to custom combine the crop. Welker dried the harvested grain and prepared it for storage. During this time Langtry and Welker had a falling out and Langtry informed Welker he could no longer have access to the grain. Langtry and Heath sealed the grain with the Commodity Credit Corporation (CCC) at a price of $1.74 per bushel. Langtry used the proceeds from the CCC loan to pay back the debt to Portia and part of the $65,000 debt to himself.2

In March 1988, Langtry and Heath decided to sell the grain to Cargill, Inc. at prices between $1.92 and $1.94 per bushel. Welker objected to the sale. From the proceeds Langtry repaid the CCC loan. He paid Reno $9,246 for transporting the grain. Langtry used the rest of the proceeds to pay himself back on the partnership loan. In October 1988 the partnership received government program payments. Langtry used this money to pay off the remainder of the partnership loan owed to him.

When Welker had leased the land in 1986, he entered into an arrangement to lease a grain storage building found on the property. The lease ran from November 1, 1986, to November 1, 1989. Payment of $8,000 was due on November 1 of each year. No dispute appears to exist regarding Welker’s right to retain the rental paid in November 1986, despite the fact that the partnership lease of the land began four months later on March 1, 1987. However, [99]*99there is disagreement about Welker’s right to keep the 1987 rental which he collected early in October 1987 at a reduced amount of $7,000. The parties appear to concede that the rental proceeds from residences located on the farm should be turned over to the partnership.

Welker instituted this suit for an accounting. He raised a number of contract and tort claims. Heath and Langtry counterclaimed and cross-claimed. The parties disputed the retention of the rental proceeds from the grain storage facility, the obligation for the combining costs, the propriety of selling the corn in March and whether the partnership was obligated to pay the $24,960 equipment note. At the time of trial, the partnership had only $1,175.41 in its bank account. It owed approximately $11,000 on a seed corn bill and $117.47 on a machine repair bill.

The district court determined the partnership should bear the cost of hiring someone to combine the crops. The court concluded the loan of $24,960 was not a partnership expense and should not have been paid from partnership funds. The trial court ordered Langtry to return the money to the partnership. The court found Welker was entitled to the rent from the grain storage facility, but the rental from the residences was partnership property. By offsetting the individual amounts owed to Langtry on the equipment note from the amounts each party was to return to the partnership, the court ordered Langtry to pay the outstanding seed corn bill and it entered judgment against Heath in favor of Langtry for $15,184.95. Judgment was entered against Langtry in favor of Welker for $766.69.

On appeal, Langtry claims the proceeds from the 1987 rental of the grain storage facility were partnership property. He claims Welker should be solely liable for the combining expense because it was his responsibility to provide the necessary equipment to do the work. Langtry claims it was an error to require him to return the partnership money used to pay off the $24,-960 note to his wife; he claims Welker and Heath should be required to reimburse the partnership for the money advanced on their behalf to pay off the note. Finally, Langtry argues the trial court should not have required him to pay the Gutwein seed bill.

Heath filed a cross-appeal. He joins the arguments of Langtry in his appeal except that he contends that the debt of $24,960 to Portia was a partnership debt and was properly paid with partnership funds. In the alternative, Heath states that if the debt was personal, then the machinery bought with the money is his, and the partnership should reimburse him for repairs made to the machinery while it was used by the partnership.

Welker filed a cross-appeal. He claims the court erred in failing to find Langtry liable for breach of contract, negligence, breach of fiduciary duty, wrongful dissolution, and the resulting loss of income to the partnership. Welker asserts Langtry should be responsible for damages because he sold the partnership grain without Welker’s consent. Welker asks for one-third of the income lost because of the premature sale. He calculates his one-third interest to be $5,895.22.

This proceeding was tried in equity and our review is de novo. Iowa R.App.P. 4. In equity cases, especially when considering the credibility of witnesses, the court gives weight to the fact-findings of the trial court, but is not bound by them. Iowa R.App.P. 14(f)(7). We have reviewed the record in this case and, with minor modifications addressed later in this opinion, we affirm the trial court’s decision.

I. 1987 Rental Proceeds

When Welker’s property was foreclosed in 1984, the decree specified the Commodity Credit Corporation (CCC) had a security interest in grain storage and drying equipment located on the real property. Both the security agreements and the stipulated decree characterized the structures as “personal property.” The decree provided the CCC had a purchase money priority security interest in the structures and the decree reserved to the CCC the right to enter the real property and remove them.

[100]*100Correspondence between the Agricultural Stabilization & Conservation Service (ASCS) and Travelers in 1987, indicates ASCS attempted to sell the grain storage structures located on the foreclosed Welker property. Travelers’ bid was not accepted, and the CCC eventually satisfied the debt owed to it by offsetting payments owed to Welker under the federal feed grain program. Final payments on Welker’s notes to the CCC were made on May 5, and July 11, 1986.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cooperative Finance Ass'n, Inc. v. Garst
917 F. Supp. 1356 (N.D. Iowa, 1996)

Cite This Page — Counsel Stack

Bluebook (online)
463 N.W.2d 97, 1990 Iowa App. LEXIS 432, 1990 WL 181569, Counsel Stack Legal Research, https://law.counselstack.com/opinion/welker-v-langtry-farm-partnership-iowactapp-1990.