Northwest Bank & Trust Company
v.
Pershing Hill Lofts, LLC, John M. Carroll, and John G. Ruhl
Appellant
Northwest Bank & Trust Company
Appellee
Pershing Hill Lofts, LLC, John M. Carroll, and John G. Ruhl
Attorneys for the Appellant
David T. Bower
Candy K. Pastrnak
Attorney for the Appellee
Ian J. Russell
Court of Appeals
Court of Appeals Opinion
Opinion Number:
Date Published:
Summary
Appeal from the Iowa District Court for Scott County, Tom Reidel and Meghan Corbin, Judges. REVERSED AND REMANDED. Heard by Bower, C.J., and Schumacher and Langholz, JJ., but decided by Schumacher, P.J., Langholz, J., and Bower, S.J. Opinion by Langholz, J. (14 pages)
Northwest Bank & Trust Company appeals the district court’s grant of summary judgment on its breach-of-contract claim and the court’s denial of its motion for a new trial after an adverse jury verdict on its fraudulent-misrepresentation claims. OPINION HOLDS: Pershing Hill Lofts, LLC’s agreement to seek financing exclusively from Northwest Bank in return for Northwest expending its resources on due diligence on the loan is not an agreement to agreement. And the mutual obligations of this exclusivity agreement do not become unenforceable merely because they were included in a longer document that describes the tentative financing terms that everyone agrees cannot be enforced. Neither does this exclusivity clause have any condition precedent. Nor is it too indefinite to be enforced. We thus reverse the district court’s grant of summary judgment and remand for further proceedings on Northwest Bank’s breach-of-contract claim. Because the district court excluded any reference to the exclusivity agreement in the jury trial on Northwest Bank’s fraudulent-misrepresentation claims based on the erroneous summary-judgment ruling, we agree that Northwest Bank is entitled to a new trial on those claims as well.
