Mark Peak v. Ellis Adams and Rachel Adams , 799 N.W.2d 535 ( 2011 )

IN THE SUPREME COURT OF IOWA
No. 09–1471
Filed July 1, 2011
MARK PEAK,
Appellant,
vs.
ELLIS ADAMS and RACHEL ADAMS,
Appellees.
On review from the Iowa Court of Appeals.
Appeal from the Iowa District Court for Muscatine County,
James E. Kelly, Judge.
DECISION OF COURT OF APPEALS VACATED; DISTRICT
COURT JUDGMENT AFFIRMED IN PART AND REVERSED IN PART.
Stephen T. Fieweger of Katz, Huntoon & Fieweger, P.C., Moline,
Illinois, for appellant.
Robert T. Park of Snyder, Park & Nelson, P.C., Rock Island, Illinois,
for appellees.
2
WATERMAN, Justice.
Iowa has a strong public policy favoring settlements. This appeal
decides the enforceability of a “Release of All Claims” that plaintiff, Mark
Peak, signed on the advice of his attorney. Peak broke his leg while
helping defendants, Ellis and Rachel Adams, move furniture using a
rented U-Haul truck. The liability insurer for U-Haul paid its policy
limits of $20,000 to Peak and his attorney in exchange for a release that
specifically named Ellis and arguably covered Rachel. When Peak sought
additional compensation from another insurer for the Adamses, it denied
coverage based on the release. Peak responded that the release was
intended only to release U-Haul and its insurer, not Ellis or Rachel
personally. Peak sued Ellis and Rachel, and the district court granted
their motion for summary judgment, concluding the release, as written,
barred Peak’s claims against both. The court of appeals reversed,
concluding that fact questions as to the intent of the parties precluded
summary judgment. On further review, we determine the district court
correctly granted summary judgment for Ellis based on the release, while
fact questions preclude summary judgment for Rachel.
I. Background Facts and Proceedings.
The summary judgment record establishes the following facts as
undisputed. Ellis and Rachel Adams are married to each other. On
February 22, 2008, Peak, age thirty-six, was helping Ellis and Rachel
move furniture into their new home in Muscatine, Iowa. A U-Haul rental
truck was used to transport belongings from the Adams’ old house. Peak
had gone with Ellis and Rachel to pick up the rental truck and waited in
the car while the two of them went into the rental office together. Peak’s
petition alleged:
3
4. That the defendants jointly and severely [sic] rented
a moving truck in which to move their furniture from the
previous residence to the new residence. On February 22,
2008, the defendants failed to remove accumulated snow in
their driveway. As a result of their failure to remove the
accumulated snow, the moving rental truck became stuck.
The defendants’ answer admitted that “Ellis Adams rented a truck for
use in moving to defendants’ new residence and that the truck became
stuck in the snow” and otherwise denied paragraph 4. We assume from
the pleadings that the U-Haul rental agreement was signed by Ellis, but
not Rachel. Peak admitted both Ellis and Rachel were “in a big hurry” to
return the truck that afternoon to avoid being charged a second day for
its use.
To help extricate the truck stuck on the snowy driveway, Peak
placed a plywood board under a tire. Ellis was behind the wheel with
Rachel nearby. Ellis accelerated, which shot the board into Peak’s leg,
causing severe bone fractures that required surgery. Peak’s medical
expenses ultimately exceeded $50,000, and he spent several months
convalescing at the Adams’ home.
In June 2008, Peak hired an attorney, Stephen Fieweger, to
represent him. Fieweger had over twenty years experience practicing law
in Illinois and Iowa. He had handled personal injury claims through trial
for both plaintiffs and defendants, but by 2008 usually represented
plaintiffs in personal injury claims. Most of his cases had been
concluded through settlements that involved signing releases, including,
at times, partial releases. Fieweger began negotiating on behalf of Peak
with Country Mutual Insurance Company, which provided premises
liability coverage to the Adamses under their homeowner’s policy, as well
as auto liability coverage. Country Mutual’s adjuster informed Fieweger
by letter dated July 8, 2008, that she was “dealing with U-Haul on ‘their
4
right of reimbursement’ letter for their $20,000.00 limit.” Fieweger
received a letter dated July 21, 2008, from Jessica Brau of Republic
Western Insurance Company, stating that it is the “claims administrator
for U-Haul.” Brau asked Fieweger to provide more information regarding
the accident and told him “our coverage is provided on an excess basis.
At this early stage in our investigation, we are unaware if Mr. Adams had
other insurance at the time of this accident.”
Brau wrote Fieweger again on October 9, 2008. The letter stated:
Please be advised that our liability limits in Iowa are $20,000
for bodily injury. Therefore, we are willing to offer our limits
of $20,000.00 for Mr. Peak’s claim.
I have enclosed a release in the amount of $20,000.00.
Please have Mr. Peak sign and date the enclosed release and
return it to me via fax or mail along with a completed W-9 for
your law firm. I will then issue the check to you and
Mr. Peak.
The document entitled “RELEASE OF ALL CLAIMS” transmitted in
this letter stated in part:
The Undersigned Mark Peak, being of lawful age for
the sole consideration of Twenty Thousand and xx/100
Dollars ($20,000.00) to the undersigned in hand paid,
receipt whereof is hereby acknowledged, do/does, . . . hereby
release, acquit and forever discharge Ellis Adams, U-Haul
Company of Iowa, Inc., . . . Republic Western Insurance
Company, its parent and affiliated companies, employees,
and agents, each of the independent U-Haul dealers, and all
the employees, agents, principals, servants, successors,
heirs, executors, administrators of each of those hereby
released, and all other persons, firms, corporations,
associations or partnerships and any other persons, firms,
or corporations involved in the design, manufacture,
maintenance, ownership and any and all aspects of the
rental or sale of the U-Haul equipment involved of and from
any and all claims, actions, causes of action, . . . which the
undersigned now has or which may hereafter accrue . . .
resulting or to result from the incident, casualty or event(s)
which occurred on or about the 22nd day of February, 2008
at Muscatine, IA or during the investigation or settlement of
this matter.
5
Fieweger mailed the Republic Western release to Peak and asked Peak to
sign and return it to him. Peak had not graduated from high school and
has difficulty reading. Fieweger did not explain the release to Peak. A
friend showed Peak where to sign the release and would have read it to
Peak if he had asked. Peak signed and dated the release October 17,
2008, and returned it to Fieweger. Fieweger signed an “ATTORNEY’S
ACKNOWLEDGEMENT” at the bottom of the one-page release. His
acknowledgement, also dated October 17, 2008, stated:
I, s/Stephen T. Fieweger, attorney for s/Mark Peak hereby
represent and declare that I have fully explained the
foregoing Release to said persons, and they have
acknowledged to me that they understand said Release and
the legal effect thereof, and I have advised them to sign it.
Furthermore, in consideration of my fee, I agree to abide by
the confidentiality provision above.
Fieweger returned the executed release by mail to Brau. His
transmittal letter dated October 21, 2008, stated, “I am enclosing the
Release of All Claims and W-9 form signed by Mark Peak. Please issue a
$20,000 check payable to ‘Stephen T. Fieweger, attorney for Mark Peak.’
Thank you for your cooperation in bringing this claim to a conclusion.”
Republic Western forwarded a check dated October 22, 2008, in
the amount of $20,000 payable to “Mark Peak and Stephen T. Fieweger,
his attorney.” The check stated it was in “FULL AND FINAL
SETTLEMENT OF ANY AND ALL CLAIMS.” Peak endorsed the check,
which was cashed, and the proceeds were disbursed with Peak receiving
$6000 after deductions for a medical lien and Fieweger’s fee.
At this point, Fieweger had not disclosed to Republic Western that
he intended to reserve any claim to proceed against Ellis or Rachel
personally or Country Mutual to obtain additional compensation.
Meanwhile, by letter dated October 16, Fieweger informed Country
6
Mutual that Republic Western had tendered its $20,000 policy limit and
that he was “in the process of resolving the claim with that company.”
Fieweger asserted Country Mutual’s auto liability insurance policy
provided coverage for this accident under its “nonowned vehicle”
provision and asked Country Mutual to disclose its policy limits. This
letter was sent the day before Fieweger and Peak signed the Republic
Western release and five days before Fieweger mailed that executed
release back to Brau. It appears Fieweger overlooked the language in the
release naming Ellis Adams as a released party and believed only U-Haul
and Republic Western were discharged. The consequences of that
oversight came to light in the weeks that followed.
Country Mutual obtained a copy of the release and denied coverage
on grounds that the release discharged the liability of Ellis and Rachel.
On December 19, 2008—two months after Peak and Fieweger had signed
the October 17 release—Fieweger wrote Brau, stating:
In September, you tendered to my client a Release and
payment of $20,000 under your insured’s, U-Haul,
insurance policy. Unbeknownst to us you put language in
the Release of All Claims that released Ellis Adams from any
and all claims.
As you are aware, Mr. Adams has additional insurance
coverage with Country Mutual Insurance Company. I
understand that someone from your company has forwarded
a copy of the executed Release to Country Mutual. Country
Mutual is now denying liability under its own insurance
policy based on the executed Release. In my negotiations
and discussions with you of this claim, we only intended to
release U-Haul and Mr. Adams to the extent of coverage
under the U-Haul policy of $20,000. At no time did you
insist that Mr. Adams, individually, be released from any and
all claims over and above the $20,000 available under this
policy.
Therefore, I am sending to you by way of fax and
regular mail an Amended Release of All Claims executed by
my client. This only releases Mr. Adams to the extent of his
coverage of $20,000 under the U-Haul contract. It does not
release him from any and all claims individually. Please
7
acknowledge in writing that this was the intent of the parties
at the time in which we negotiated the settlement. Also
please acknowledge in writing that the Amended Release of
All Claims is accepted by Old Republic Insurance Company,
Republic Western Insurance Company, U-Haul Company of
Iowa, Amerco, and Nevada Corporation and each of its
subsidiaries. If you will not acknowledge this in writing, I
will tender back the $20,000 paid on the claim and will
simply proceed to file suit against Mr. Adams, Mrs. Adams
and U-Haul Company.
Please advise immediately.
The “amended” release Fieweger sent Brau with this letter put a
line through Ellis’ printed name and added in handwriting “Ellis Adams
is released under his contract with U-Haul Company of Iowa, Inc., to the
extent of his coverage under his contract of $20,000, Ellis Adams is not
individually released for claims against him in Iowa.” Republic Western
refused to accept the amendment. Fieweger never returned any of the
$20,000 settlement proceeds.
On January 5, 2009, Peak filed a common law negligence action
against Ellis and Rachel Adams in the District Court for Muscatine
County, alleging they were jointly and severally liable for negligence in
their operation of the U-Haul rental truck and their failure to remove
snow from their driveway. The Adamses denied liability in their answer
and raised Peak’s release as an affirmative defense. Ellis and Rachel
filed a motion for summary judgment. The district court determined that
“[t]he release is unambiguous, and therefore its terms are to be
enforced.” The district court granted defendants’ motion for summary
judgment and dismissed Peak’s petition.
Peak appealed, and his appeal was transferred to the court of
appeals. The court of appeals reversed, concluding that the
circumstances surrounding the execution of the release raised questions
of fact as to the parties’ intent to release Ellis and Rachel.
8
We granted defendants’ application for further review.
II. Standard of Review.
Our review of a summary judgment is for correction of errors at
law. Huber v. Hovey, 501 N.W.2d 53, 55 (Iowa 1993).
[W]e ask whether the moving party has demonstrated the
absence of any genuine issue of material fact and is entitled
to judgment as a matter of law. The resisting party must set
forth specific facts showing that a genuine factual issue
exists. Summary judgment is proper if the only issue is the
legal consequences flowing from undisputed facts.
Id. (citations omitted). Moreover, a “factual issue is ‘material’ only if ‘the
dispute is over facts that might affect the outcome of the suit.’ ” Phillips
v. Covenant Clinic, 625 N.W.2d 714, 717 (Iowa 2001) (quoting Fouts
ex rel. Jensen v. Mason, 592 N.W.2d 33, 35 (Iowa 1999)). As we
elaborated in Covenant Clinic:
In ruling on a summary judgment motion, the court
must look at the facts in a light most favorable to the party
resisting the motion. The court must also consider on behalf
of the nonmoving party every legitimate inference that can be
reasonably deduced from the record. An inference is
legitimate if it is “rational, reasonable, and otherwise
permissible under the governing substantive law.” On the
other hand, an inference is not legitimate if it is “based upon
speculation or conjecture.” If reasonable minds may differ
on the resolution of an issue, a genuine issue of material fact
exists.
Id. at 717–18 (citations omitted) (quoting Butler v. Hoover Nature Trail,
Inc., 530 N.W.2d 85, 88 (Iowa Ct. App. 1994)).
III. Did the District Court Correctly Grant Summary
Judgment on Grounds the Release Discharged Peak’s Claims?
The release Peak signed is a contract, and its enforcement is
governed by principles of contract law. Huber, 501 N.W.2d at 55.
Although Peak did not read the release, “[i]t is well-settled that failure to
read a contract before signing it will not invalidate the contract.” Id.
9
Peak had the opportunity to have a friend read the contract to him. His
attorney had the opportunity to review the contract and, indeed, signed
an acknowledgement that he had explained it to Peak. The other party to
the contract, Republic Western, had no information to the contrary.
Interpretation involves ascertaining the meaning of
contractual words; construction refers to deciding their legal
effect. Interpretation is reviewed as a legal issue unless it
depended at the trial level on extrinsic evidence.
Construction is always reviewed as a law issue.
Fashion Fabrics of Iowa, Inc. v. Retail Investors Corp., 266 N.W.2d 22, 25
(Iowa 1978). “In the construction of written contracts, the cardinal
principle is that the intent of the parties must control, and except in
cases of ambiguity, this is determined by what the contract itself says.”
Iowa R. App. P. 6.904(3)(n). In Waechter v. Aluminum Co. of America, we
summarized the law regarding postaccident settlement agreements as
follows:
“The law favors settlement of controversies. A
settlement agreement is essentially contractual in nature.
The typical settlement resolves uncertain claims and
defenses, and the settlement obviates the necessity of further
legal proceedings between the settling parties. We have long
held that voluntary settlements of legal disputes should be
encouraged, with the terms of settlements not inordinately
scrutinized.”
454 N.W.2d 565, 568 (Iowa 1990) (quoting Wright v. Scott, 410 N.W.2d
247, 249 (Iowa 1987) (citations omitted)). 1
A. Ellis Adams. Looking within the four corners of the release, we
agree with the district court that the operative language by its terms
1By contrast, preaccident exculpatory clauses and liability waivers are frequently
construed strictly against the party seeking the benefit. See, e.g., Sweeney v. City of
Bettendorf, 762 N.W.2d 873, 879–80 (Iowa 2009) (requiring clear and unequivocal
language to effectively waive liability claims for future acts or omissions of negligence);
Maxim Techs., Inc. v. City of Dubuque, 690 N.W.2d 896, 901–02 (Iowa 2005) (narrowly
construing scope of indemnification agreement for future environmental liability claims
and reviewing authorities).
10
unambiguously discharges Peak’s claims against Ellis Adams. The
October 17 release states:
The Undersigned Mark Peak, . . . for the sole
consideration of Twenty Thousand and xx/100 Dollars
($20,000.00) does, . . . hereby release, acquit and forever
discharge Ellis Adams . . . from any and all claims, . . .
which the undersigned now has . . . resulting . . . from the
incident . . . on or about the 22nd day of February, 2008 at
Muscatine, IA . . . .
Peak cannot show that the release is facially ambiguous as to Ellis
Adams, but contends the surrounding circumstances generate a genuine
issue of material fact as to whether the intent of the parties was to
release only claims against U-Haul and its insurer, while reserving Peak’s
claims against Ellis Adams personally.
When interpreting contracts, we may look to extrinsic evidence,
including “ ‘the situation and relations of the parties, the subject matter
of the transaction, preliminary negotiations and statements made
therein, usages of trade, and the course of dealing between the parties.’ ”
NevadaCare, Inc. v. Dep’t of Human Servs., 783 N.W.2d 459, 466 (Iowa
2010) (quoting Fausel v. JRJ Enters., Inc., 603 N.W.2d 612, 618 (Iowa
1999)). The cardinal rule of contract interpretation is to determine the
intent of the parties at the time they entered into the contract. Id. The
most important evidence of the parties’ intentions at the time of
contracting is the words of the contract. Id. “When the interpretation of
a contract depends on the credibility of extrinsic evidence or on a choice
among reasonable inferences that can be drawn from the extrinsic
evidence, the question of interpretation is determined by the finder of
fact.” Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430, 436 (Iowa 2008).
The key is to ascertain the mutual intent of the two parties to the
release—Republic Western and Peak. A contract requires a meeting of
11
the minds. See Shaer v. Webster Cnty., 644 N.W.2d 327, 338 (Iowa
2002). The problem with Peak’s position is that none of the extrinsic
evidence raises an inference that Republic Western agreed the release did
not mean what it said. Rather, Peak at most merely shows that, at the
time he signed the release, he had an undisclosed, unilateral intent to
reserve his right to sue Ellis personally to collect from Country Mutual.
Such extrinsic evidence cannot alter the legal effect of the unambiguous
contract language discharging Ellis from liability.
In Waechter, we reiterated that, “[w]hen we do interpret settlement
agreements, our primary concern is to ascertain the intention of the
parties.” 454 N.W.2d at 568. Evidence of the parties’ mutual intent is
what matters:
In searching for that intention, we look to what the
parties did and said, rather than to some secret, undisclosed
intention they may have had in mind, or which occurred to
them later. In addition we are guided by another sound
principle that has particular application to settlements: in
the absence of an express reservation of rights, a settlement
agreement disposes of all claims between the parties arising
out of the event to which the agreement related.
Id. at 568–69 (citation omitted). It is undisputed that Fieweger never
disclosed to Republic Western any intent to reserve Peak’s claim against
Ellis or Rachel Adams personally before the release was executed.
The context of Fieweger’s negotiations with Republic Western does
not help Peak. Under Iowa law, Peak’s only cause of action was against
Ellis or Rachel Adams personally. Peak never claimed the U-Haul truck
was defective. Peak had no right to sue U-Haul because the vehicle
owner liability statute does not impose liability on rental companies.
Iowa Code § 321.493(1)(a) (2009) (“[I]f the vehicle is leased, ‘owner’ means
the person to whom the vehicle is leased, not the [titleholder].”). Nor did
Peak have a right to sue Republic Western directly. See Iowa Code
12
§ 516.1 (allowing direct action against liability insurer only after
obtaining a judgment against the insured that remains unsatisfied); see
also O’Kelley v. Lochner, 259 Iowa 710, 717–18, 145 N.W.2d 626, 630–31
(1966) (direct action against liability insurer presupposes an unsatisfied
judgment against its insured). From Republic Western’s standpoint, a
purpose of the settlement was to extinguish the liability of its insured,
Ellis Adams, the U-Haul customer, who it specifically named in the
release.
Republic Western paid its limits promptly because Peak’s medical
expenses of just over $50,000 were roughly two and half times the policy
limits of $20,000. The size of the settlement did not signal a mistake as
to the scope of the release because liability was disputed and a jury
could have found defendants were not negligent or that Peak was more
than fifty percent at fault for his accident, preventing any recovery. U-
Haul itself had no liability exposure to Peak; nor did Republic Western
itself have liability unless and until Peak obtained a judgment against its
insured, Adams. Under these circumstances, it would make little
economic sense for Republic Western to pay its full policy limits without
obtaining a release of Peak’s claim against Adams. Republic Western
never told Fieweger it was only buying peace for U-Haul and itself, not
the rental customer involved in the accident.
Peak’s attempt to unilaterally “amend” that release two months
later is ineffective and cannot show a mutual intent shared by Republic
Western at the time it paid its limits. Iowa law permits reformation of a
written agreement that fails to reflect the “true agreement” between the
parties. See Sun Valley Iowa Lake Ass’n v. Anderson, 551 N.W.2d 621,
636 (Iowa 1996) (quoting Kufer v. Carson, 230 N.W.2d 500, 504 (Iowa
1975)). Reformation requires
13
a definite intention or agreement on which the minds of the
parties had met must have preexisted the instrument in
question. There can be no reformation unless there is a
preliminary or prior agreement, either written or verbal,
between the parties, furnishing the basis for rectification or
to which the instrument can be conformed.
Id. (quoting 66 Am. Jur. 2d Reformation of Instruments § 4, at 529
(1973)). Here, Peak is not entitled to reform the agreement because there
is no evidence that Republic Western truly intended to pay its limits
without a release of Ellis Adams personally.
The same failure of proof precludes relief under a theory of mutual
mistake—the mistake here was unilateral on the part of Peak and his
counsel. Iowa law permits a party to avoid a release only upon proof that
both parties were mistaken about an essential fact. Pathology
Consultants v. Gratton, 343 N.W.2d 428, 437 (Iowa 1984); see also State
ex rel. Palmer v. Unisys Corp., 637 N.W.2d 142, 150 (Iowa 2001) (noting a
unilateral mistake does not avoid the contract absent fraud,
misrepresentation, or other misconduct); Wright, 410 N.W.2d at 249–50
(requiring mutual mistake and finding the plaintiffs’ “confusion after the
settlement was made about how it might affect their claims against other
parties was insufficient as a matter of law to vitiate the settlement
agreement”). There is no evidence Republic Western misled Fieweger.
To allow a party to avoid a signed release based on a unilateral
mistake would undermine the finality of settlements. We decline to do
so. The district court correctly granted defendants’ motion for summary
judgment as to Ellis Adams.
B. Rachel Adams. We next determine whether Rachel Adams was
entitled to summary judgment. She is not identified by name in the
release. The release, however, expressly discharges the liability of
persons who are “agents [or] principals . . . of those hereby released” and
14
persons “involved in . . . any and all aspects of the rental of the U-Haul
equipment.” Peak protests that he did not intend to release Rachel. Of
course, he asserts he did not intend to release Ellis Adams either, and
his failure to read the release does not avoid its effect, as we have noted
earlier.
Whether the release sufficiently identified Rachel by description is
governed by the Iowa Comparative Fault Act, Iowa Code section 668.7,
which provides “[a] release . . . entered into by a claimant and a person
liable discharges that person from all liability . . . but it does not
discharge any other persons liable upon the same claim unless it so
provides.” (Emphasis added.) We have previously construed the
language “unless it so provides” to require the release to “include some
specific identification of the tortfeasors to be released in order for them to
be discharged.” Aid Ins. Co. v. Davis Cnty., 426 N.W.2d 631, 632–33
(Iowa 1988). We noted that,
[w]hile the easier course would require naming these parties,
we would not require such a rigid rule if they are otherwise
sufficiently indentified in a manner that the parties to the
release would know who was to be benefitted. Such
designations might include classes as “employees,”
“partners” or “officers.” While this rule may at times require
evidentiary hearings to determine the members of the class,
it provides needed flexibility. Under this rule, a general
designation such as “any other person, firm or corporation”
would not sufficiently identify the tortfeasor to be
discharged.
Id. at 633–34; see also Britt-Tech Corp. v. Am. Magnetics Corp., 463
N.W.2d 26, 29 (Iowa 1990) (same). Thus, Iowa law permits the release to
discharge Rachel’s liability without naming her so long as she is
“sufficiently identified” so that the parties to the release would know she
is included. Something more than saying “any other person, firm or
corporation” is required. Aid Ins. Co., 426 N.W.2d at 634. Accordingly,
15
the “catch all” reference in the release to “all other persons” is ineffective
to discharge Rachel’s liability. The fighting issue is whether Rachel is
covered by the more descriptive language in the release that purports to
discharge the liability of (1) “agents [or] principals . . . of those hereby
released,” or (2) “all other persons . . . involved in . . . any and all aspects
of the rental . . . of the U-Haul equipment.” Defendants moved for
summary judgment in Rachel’s favor on both grounds; the district court
granted her summary judgment on the agency theory. We address each
argument in turn.
1. Did the defense establish an agency relationship between Ellis
and Rachel as a matter of law? The district court noted a “potential
ambiguity” as to whether Rachel is released “as principal for her
husband Ellis Adams.” The district court relied on Peak’s allegation Ellis
and Rachel jointly rented the truck to conclude Rachel was covered by
the release. We disagree that the issue can be resolved by summary
judgment.
Agency is generally a question of fact. 2 See Wilkins v.
Marshalltown Med. & Surgical Ctr., 758 N.W.2d 232, 236 (Iowa 2008)
(noting existence of agency is question of fact); see also Spencer Concrete
Prods. Co. v. City of Spencer, 254 Iowa 87, 93, 116 N.W.2d 455, 459
2“The party asserting an agency relationship must prove its existence by a
preponderance of the evidence.” Soults Farms, Inc. v. Schafer, 797 N.W.2d 92, 100
(Iowa 2011). “Agency . . . results from (1) manifestation of consent by one person, the
principal, that another, the agent, shall act on the former’s behalf and subject to the
former’s control and, (2) consent by the latter to so act.” Pillsbury Co. v. Ward, 250
N.W.2d 35, 38 (Iowa 1977). To establish agency, the agent must have actual or
apparent authority to act on the principal’s behalf. Fed. Land Bank of Omaha v. Union
Bank & Trust Co. of Ottumwa, 228 Iowa 205, 209–10, 290 N.W. 512, 514–15 (1940).
The Restatement (Third) of Agency states agency as arising “when one person (a
‘principal’) manifests assent to another person (an ‘agent’) that the agent shall act on
the principal’s behalf and subject to the principal’s control, and the agent manifests
assent or otherwise consents so to act.” Restatement (Third) of Agency § 1.01, at 17
(2006).
16
(1962) (“It is also settled that agency is generally a fact question . . . .”).
Rachel’s marriage to Ellis is a factor to consider in determining if an
agency relationship existed regarding the U-Haul rental, but it is not
determinative. See 41 C.J.S. Husband & Wife § 87, at 464–65 (2006).
It is undisputed that Rachel accompanied Ellis when they picked
up the U-Haul truck and joined him in the rental office. They used the
U-Haul truck together on their joint marital endeavor to move shared
belongings from their old residence to their new home. Peak testified
that both Rachel and Ellis were in “a big hurry” to return the rental truck
to avoid another day’s rental charge. However, defendants’ answer
denied the allegation that Ellis and Rachel “jointly” rented the U-Haul.
The pleadings thus left in dispute Peak’s claim that Rachel “jointly”
rented the U-Haul. There is no evidence Rachel signed the U-Haul
agreement with Ellis.
On summary judgment, the court must view the facts in the light
most favorable to the resisting party who is allowed every legitimate
inference that can be reasonably deduced from the record. Covenant
Clinic, 625 N.W.2d at 717–18. We conclude there is a genuine issue of
material fact whether Ellis and Rachel were in an agency relationship
within the meaning of the release. The district court erred in granting
summary judgment on the basis of an agency relationship between Ellis
and Rachel. The agency issue may be decided by the trier of fact on
remand.
2. Did the defense establish as a matter of law Rachel was
“involved in . . . any and all aspects of the rental” of the U-Haul?
Alternatively, defendants contend that Rachel is released because she is
a person “involved in . . . any and all aspects of the rental or sale of the
U-Haul equipment.”
17
We first examine whether this release language applies only to the
U-Haul side of the rental counter or may include customers. Neither side
offered extrinsic evidence on the meaning of this language. This issue
therefore is for the court to decide. Fashion Fabrics, 266 N.W.2d at 25.
Guidance is provided by a canon of construction, noscitur a sociis,
which “summarizes the rule of both language and law that the meanings
of particular words may be indicated or controlled by associated words.”
11 Richard A. Lord, Williston on Contracts § 32:6, at 432 (4th ed. 1999)
[hereinafter Williston]; see also Fleur de Lis Motor Inns, Inc. v. Bair, 301
N.W.2d 685, 690 (Iowa 1981) (“ ‘The rule of noscitur a sociis and the rule
of ejusdem generis produce identical results in most situations.’ ”
(quoting 2A Sutherland, Statutes & Statutory Construction §§ 47.16,
47.17 (4th ed. 1973)). “ ‘The maxim noscitur a sociis, that a word is
known by the company it keeps, while not an inescapable rule, is often
wisely applied where a word is capable of many meanings.’ ” Williston,
§ 32:6, at 433–34 (quoting Jarecki v. G.D. Searle & Co., 367 U.S. 303,
307, 81 S. Ct. 1579, 1582, 6 L. Ed. 2d 859, 863 (1961)).
The phrase at issue, “any and all aspects of the rental,” follows a
list of U-Haul-related parties and a series of terms that, until “rental or
sale” refer to persons exclusively on the U-Haul side of the counter: “all
other persons . . . involved in the design, manufacture, maintenance,
ownership, and any and all aspects of the rental or sale of the U-Haul
equipment . . . .” U-Haul’s customers would not be involved in the
“design, manufacture, maintenance, or ownership” of the equipment.
Placement of the term “rental” after a series of terms applicable only to
persons on the U-Haul side of the counter suggests “rental” belongs in
the same class and does not refer to customers.
18
Perhaps the best evidence of the parties’ intent is the fact the
release names Ellis Adams, but not his wife, Rachel. Another rule of
construction bearing a Latin name comes into play: expressio unius est
exclusio alterius—“[T]he expression of one thing of a class implies the
exclusion of others not expressed.” Maytag Co. v. Alward, 253 Iowa 455,
460, 112 N.W.2d 654, 656 (1962) (noting this rule applies in the
construction of contracts as well as statutes). Under this rule, the
express mention of Ellis Adams by name, with Rachel omitted, raises an
inference that the drafter did not intend to discharge Rachel’s liability.
We are also troubled by the vague nature of the language “involved
in . . . any and all aspects of the rental.” The scope of this class of
persons is unclear. Presumably, the persons signing the rental contract
are included. Perhaps spouses accompanying the renter who share in
the use of the equipment, such as Rachel, would be included as well, but
once the drafter named Ellis without naming Rachel, it is ambiguous at
best whether Rachel’s liability is discharged. We generally construe
ambiguous boilerplate language against the drafter. See Village Supply
Co. v. Iowa Fund, Inc., 312 N.W.2d 551, 555 (Iowa 1981) (citing Rector v.
Alcorn, 241 N.W.2d 196, 202 (Iowa 1976) (resolving doubts concerning
the meaning of the agreement against its drafter); see also Huber, 501
N.W.2d at 57–58 (reversing summary judgment for insurance broker who
was not named in the release and rejecting argument that “the release
should apply to all parties associated with the race”). U-Haul or its
insurer as the drafter of the release was in a position to avoid any doubt
whether it discharged Rachel’s liability, simply by naming her along with
Ellis as a released party.
Defendants are on the losing side of these rules of construction.
We determine as a matter of law an unnamed person on the customer
19
side of the rental such as Rachel is not released by this language.
Accordingly, we reject Rachel’s alternative ground for summary judgment
based upon her involvement in the rental.
IV. Summary and Disposition.
We conclude the district court correctly granted summary
judgment in favor of Ellis Adams, and we affirm the judgment in his
favor. The district court, however, erred in granting summary judgment
in favor of Rachel Adams. A genuine issue of material fact exists whether
the release discharged Rachel Adams as an agent or principal of Ellis
Adams. Accordingly, we reverse the district court’s summary judgment
as to Rachel Adams and remand for further proceedings consistent with
this opinion.
DECISION OF COURT OF APPEALS VACATED; DISTRICT
COURT JUDGMENT AFFIRMED IN PART AND REVERSED IN PART.
Costs of the appeal shall be taxed equally to the plaintiff and the
defendants.
All justices concur except Mansfield, J., who takes no part.