A key element of contract law is that the terms in a written agreement control. While limited situations can arise that allow for equitable arguments to be made that might allow conduct contrary to written contract terms, that’s the clear minority of situations. Those principles were involved in this case.
Here, the plaintiffs entered into an easement agreement with a hog producer that allowed the producer to deposit waste on the plaintiff’s property for ten years. The agreement did not require the producer to deposit waste on the property, but if the producer did spread hog waste on the plaintiff’s property, the landowners could specify the amount of waste to be deposited on their property. A year after the agreement was entered into, the landowners sold ten acres to the producer who intended to construct and operate hog confinement facilities on the property. The sale agreement reserved in the plaintiff’s the right to use all of the manure on their property. Both the deed for the land sale and the easements were properly recorded, and for the next three years the producer paid the plaintiff to haul the manure away and apply it to the plaintiff’s land.
In 2001, the parties entered into a new manure agreement. The agreements were to run for ten years, unless the producer stopped raising livestock at the specified location. Some months later, the plaintiffs entered into a contract to sell land near the hog facility to another individual. The sale contract included right for the plaintiffs to receive some of the manure rights under the manure easement agreement, and specified that it would terminate if the buyer ceased raising hogs. In 2002, the producer (the buyer under the 2001 contract) sold the company to a group of local hog farmers. The plaintiffs subsequently signed a document consenting to the assignment of the manure easement to the new company. The plaintiffs met with the new company owners and they worked out an arrangement for the plaintiffs to be compensated for hauling away the manure. The plaintiffs then entered into an arrangement to sell the remaining manure rights to the individual that had purchased the land near the hog facility. Meanwhile, the producer contracted away some rights to the manure to another individual.
In 2007, the plaintiffs sued the new producers, claiming that they had an agreement that entitled them to all of the manure produced at the hog facility and that the new producers had intentionally interfered with the contractual arrangements. The trial court dismissed the case, holding that the plaintiffs didn’t have any contractually enforceable agreement with the new producers. On appeal, the court agreed and reiterated that to succeed on their breach of contract claim, the plaintiffs had to prove that a contract with the new producers existed, that the plaintiffs had performed all of the required terms and conditions, that the new producers breached the contract and that the plaintiffs suffered damages as a consequence. The plaintiffs couldn’t satisfy those conditions – they sued based on the 1998 deed and no representative from the hog production company ever signed the deed. In addition, the 2001 agreement with the plaintiffs was set to terminate when the company quit raising hogs. Once the company sold out, the contract was no longer in effect. The fact that the successor company paid the plaintiffs for pumping and applying the manure did not reinstate the prior contracts. Jongma v. Grand Pork, Inc., No. 9-487/08-1640 (Iowa Ct. App., Oct. 21, 2009).