We have written detailed reviews of Iowa law impacting agricultural producers and landowners. Access these reviews by clicking on the tiles below. You can also review Iowa cases on a particular subject by searching our list of Iowa case law reviews at the bottom of this page.
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Here, the widow of the decedent disagreed with the decedent’s brother over the proper disposition of a 120-acre farm. The farm was deeded to the decedent and his brother in 1969 by their mother, as tenants in common. The brothers orally created a farm partnership. The brothers rented the land to a tenant on a crop-share basis, put the income into a partnership account, and annually filed a partnership tax return for federal income tax purposes.
Here, a father and two sons formed a farm partnership by a written agreement in 1985. In 1995, the father and sons also signed articles of incorporation, forming a woodworking business. The profits from both entities were to be divided equally between the three. In 2007, one brother filed suit, seeking dissolution of both entities. The father and other son countersued, seeking dismissal of the petition for dissolution and demanding an accounting of both entities and an order for the son seeking the dissolution to withdraw from both entities.
Here, two brothers formed a farm corporation in 1966.
Generally, an Iowa corporation may not represent itself through non-lawyer employees or representatives. Here, the sole question for the Iowa Court of Appeals was whether the president of a company (a non-lawyer) could represent the company’s interests in a mechanic’s lien foreclosure case. The company president argued that while he is not an attorney, he has a fiduciary duty to protect the interests of the company and to represent the company in disputes.
This case involves a stock purchase agreement (buy-sell) for a family-owned Iowa S-Corporation. The agreement provided that when the parents passed away, the son who was taking over the family business would acquire all outstanding shares of common stock. If the son exercised the option, the personal representative of the decedent was required to sell the decedent’s shares at the price established under the agreement. The agreement stated that the purchase price was to represent the “fair market value” of the shares.
In this case, the owner of a corporation sold at sheriff’s sale sought to have the sale set aside, arguing that the sale was unfairly and fraudulently conducted- namely that there was no just appraisal by disinterested parties and that the property sold for a “grossly inadequate price” in violation of Iowa Code §626.93. This is not the first time the Iowa appellate courts have dealt with these parties.
In this case, the limited partners of an Iowa limited liability partnership (LLP) that was engaged in farrowing and raising hogs, claimed that the buy-sell agreement that was incorporated into the limited partnership agreement required the partnership to repurchase their units once they issued a “dissociation notice” to the limited partnership- even if the partnership declared an “impairment circumstance.” However, the partnership argued that an “impairment circumstance” suspended the partnership’s obligation to purchase the limited partners ownership interests.
In this case, a father and son entered into a co-equal farming partnership. The purpose of the partnership was “to acquire, own, mortgage, lease, sell or otherwise dispose of farm real estate and engage in farming operations.” According to the written partnership agreement, any decision having a “substantial effect” on the partnership required the unanimous agreement of both partners. The written agreement did not allow any oral modifications, unless they were made in writing and agreed to by both parties.
This case involved the validity of mortgage agreements affecting an Iowa farming corporation’s real property. The court was asked to determine whether the corporation was liable for notes and mortgage agreements executed by those involved with the corporation and whether there was valid consideration for those documents. Further, the court was asked to determine the issue of attorney’s fees.
In 2004, the defendant in this case (owner of a mechanical contracting company) decided to expand his business and create a new electrical services contracting company. The plaintiff, a master electrician, approached the defendant about collaborating in the new business and using his electrical experience to manage the new company. The electrical company was incorporated in 2005 and financing was obtained. The defendant owned the land and the building containing the corporate office. The plaintiff was named president and director and was paid a yearly salary.
Iowa law (Iowa Code §504) allows the formation of “mutual-benefit corporations.” In this case, six individuals formed a hunting club “for the purpose of amusement and promotion of athletics, not for profit, among its members.” Basically, the object of the corporation was to promote hunting, fishing, trapping and related activities. The corporation acquired nearly 300 acres of bottom-ground since its formation to conduct its activities.
When a farmer files bankruptcy, farm equipment and implements may be claimed as exempt from creditors under Iowa law. Here, the debtors filed for Chapter 7 bankruptcy and claimed only a tractor and four-row planter as exempt even though they had numerous other items of farm equipment and implements. Their lawyer had mistakenly believed that they had quit farming, but when he realized that wasn’t correct he amended a schedule to claim all of the debtors’ farm equipment and implements as exempt and motioned to avoid liens against all of the equipment.
This case involved the question of whether, under Iowa law, a bankruptcy court’s order voiding a debtor’s transfer of real estate to a transferee automatically returns the property title to the debtor. The debtors were farmers. After getting hit with a $127,125 judgment in 1998 for breaking a grain contract, they began suffering financially. In 2001, they formed a limited liability company (LLC) and appointed themselves managers. They transferred all of the farm property to the LLC.
The Iowa Supreme Court has issued an important ruling concerning the scope of the Iowa competition (antitrust) law. The ruling narrows the pool of eligible parties that may sue for an antitrust violation, and has important implications for many Iowa consumers - including farmers.
Minority shareholders in a small, close-held farming corporation are in a precarious position. They have no control over management of the corporation and, for example, can’t force dividends to be paid or force a corporate liquidation. The majority shareholders owe the minority certain fiduciary duties such as acting in good faith, but the majority also has the right to operate the corporation as they see fit under the “business judgment rule.”