As a preliminary matter, the Court addresses defendants’ argument that Dordt need only "substantially comply" with its policies and procedures to evade a finding of breach. (Doc. 51, at 27) (citing SDG Macerich Props., L.P. v. Stanek, Inc. , 648 N.W.2d 581, 586 (Iowa 2002) ; Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co. , 477 F. Supp. 2d 980, 991 (N.D. Iowa 2007) ). Although defendants’ statement is correct, the Court finds it appropriate to provide a definition for "substantial compliance," also referred to as "substantial performance."
See Iowa Waste Sys., Inc. v. Buchanan Cnty., 617 N.W.2d 23, 29 (Iowa Ct. App. 2000). Of course, Iowa law permits a party to plead both "implied contract" and "express contract" claims, in the event the alleged express contract is found not to exist or is unenforceable. See, e.g., Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co., 477 F. Supp. 2d 980, 997 (N.D. Iowa 2007) (applying Iowa law); Great America Leasing Corp. v. Rohr-Tippe Motors, Inc., 387 F. Supp. 2d 992, 997 (N.D. Iowa 2005) (applying Iowa law). There is a difference between pleading alternative theories and recovering on alternative theories, however. Under Iowa law, "'[a]n express contract and an implied contract cannot coexist with respect to the same subject matter, and the law will not imply a contract where there is an express contract.
See Iowa Waste Sys., Inc. v. Buchanan Cnty., 617 N.W.2d 23, 29 (Iowa Ct.App.2000). Of course, Iowa law permits a party to plead both “implied contract” and “express contract” claims, in the event the alleged express contract is found not to exist or is unenforceable. See, e.g., Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co., 477 F.Supp.2d 980, 997 (N.D.Iowa 2007) (applying Iowa law); GreatAmerica Leasing Corp. v. Rohr–Tippe Motors, Inc., 387 F.Supp.2d 992, 997 (N.D.Iowa 2005) (applying Iowa law). There is a difference between pleading alternative theories and recovering on alternative theories, however. Under Iowa law, “ ‘[a]n express contract and an implied contract cannot coexist with respect to the same subject matter, and the law will not imply a contract where there is an express contract.
Iowa courts, including this one, have sometimes added a fourth element, that there must be no at-law remedy available to the plaintiffs. See Union Pac. R. Co. v. Cedar Rapids and Iowa City R. Co., 477 F. Supp. 2d 980, 1003 (N.D. Iowa 2007) (citing Iowa Waste Sys., Inc. v. Buchanan Cnty. , 617 N.W.2d 23, 30 (Iowa Ct. App. 2000)). However, the Iowa Supreme Court has explained,
Under Iowa law, a contract can be either express or implied, but an express contract and an implied contract cannot coexist with respect to the same subject matter, and the law, therefore, will not imply a contract where there is an express contract. See Union Pac. R. Co. v. Cedar Rapids and Iowa City R. Co., 477 F. Supp. 2d 980, 997 (N.D. Iowa 2007) (citing cases). In this case, Baber concedes that there was no express contract concerning "reasonable" commissions, so the court turns to whether or not Baber can show that there was an implied contract concerning "reasonable" commissions.
See, e.g., Legg v. West Bank, 873 N.W.2d 763, 771–72 (Iowa 2016) ("Although we have held there may be a contract implied in law on a point not covered by an express contract, there can be no such implied contract on a point fully covered by an express contract and in direct conflict therewith." (quoting Smith v. Stowell, 256 Iowa 165, 125 N.W.2d 795, 800 (1964) )); see also Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co., 477 F. Supp. 2d 980, 1001–03 (N.D. Iowa 2007) (applying Iowa law). Plaintiffs have pleaded the basic elements and factual support for an unjust enrichment claim, namely, that Register accepted and retained a benefit to which he was not fully entitled.
While the parties have not presented a case on point, the Court agrees with the district court out of the Northern District of Iowa that "a "promissory estoppel" theory cannot be used to escape conditions precedent stated in an express agreement, where a party asserts that an express agreement otherwise states the "clear and definite promise" upon which the "promissory estoppel" claim is based." Union Pac. R. Co. v. Cedar Rapids & Iowa City R. Co., 477 F. Supp. 2d 980, 1001-02 (N.D. Iowa 2007). The promise Blevins is relying on comes directly from the application for life insurance—that coverage would take effect when the policy was delivered and the first premium paid if at that time Dr. Richardson was alive and all answers in the application were still true and complete.
Under the doctrine of substantial performance, however, a party can fulfill its obligations under a contract with a performance that, "despite deviations from the contract requirements, provides the important and essential benefits of the contract to the promisee." SDG Macerich Props. , 648 N.W.2d at 586 (quoting an earlier edition of 17B C.J.S. Contracts § 801 (2019) ); see alsoUnion Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co. , 477 F. Supp. 2d 980, 991 (N.D. Iowa 2007) ("The Iowa Supreme Court has recognized that there may be situations in which substantial performance of a contract term will suffice."). Generally applied in disputes overs construction contracts, "[t]he doctrine ... excuses contractual deviations or deficiencies which do not severely impair the purpose underlying a contractual provision."
" Palmer, 637 N.W.2d at 154 n.2. See also Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co., 477 F. Supp. 2d 980, 1000 (N.D. Iowa 2007) (holding that an element of an unjust enrichment claim is that "there is no at-law remedy that can appropriately address the claim" (citations omitted)). The Iowa Supreme Court went on to agree that "[t]he adequacy of a legal remedy is a general limitation on the exercise of equity jurisdiction and is properly considered when restitution is sought in equity."
Further, SmartTruck contends that it has "established that there is in fact an enforceable contract between the parties," such that Hirschbach "may no longer recover under the theory of promissory estoppel." Id. at 19 (quoting Farm & Ranch Servs., Ltd. V. LT Farm & Ranch, LLC, 779 F. Supp. 2d 949, 966 (S.D. Iowa 2011); Union Pac. R.R. Co. v. Cedar Rapids & Iowa City Ry. Co., 477 F. Supp. 2d 980, 1001-02 (N.D. Iowa 2007). Hirschbach responds that its quasi-contract claims are not foreclosed by its express contract claims, because "a party may state as many separate claims or defenses as it has, regardless of consistency."