In The Matter Of The Estate Of Glenn W. Woodroffe, Randolph W. Woodroffe And Janice M. Woodroffe Vs. The Estate Of Glenn W. Woodroffe, Elda H. Woodroffe, Jeanne A. Woodroffe, Reginald Woodroffe, Kerwin Woodroffe, And Anita L. Erickson ( 2007 )


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  •                     IN THE SUPREME COURT OF IOWA
    No. 13 / 05-0135
    Filed December 7, 2007
    IN THE MATTER OF THE ESTATE OF
    GLENN W. WOODROFFE, Deceased
    RANDOLPH W. WOODROFFE
    and JANICE M. WOODROFFE,
    Appellants,
    vs.
    THE ESTATE OF GLENN W.
    WOODROFFE, ELDA H. WOODROFFE,
    JEANNE A. WOODROFFE, REGINALD
    WOODROFFE, KERWIN WOODROFFE,
    and ANITA L. ERICKSON,
    Appellees.
    ----------------------------------------------------------------------
    THE ESTATE OF GLENN W.
    WOODROFFE and RANDOLPH
    WOODROFFE, a/k/a RANDY
    WOODROFFE,
    Appellants,
    vs.
    KERWIN WOODROFFE, ANITA
    ERICKSON, and THE UNBORN OR
    ADOPTED CHILDREN OF GLENN
    W. WOODROFFE,
    Appellees.
    Appeal from the Iowa District Court for Lee County, James Q.
    Blomgren, Judge.
    2                 April 15, 2008 (3:10PM)
    Plaintiffs appeal, and defendants cross-appeal, from the district
    court’s adjudication resolving the parties’ competing claims to real and
    personal property. AFFIRMED.
    Robert S. Hatala of Crawford, Sullivan, Read & Roemerman, P.C.,
    Cedar Rapids, for appellants.
    William H. Napier of Napier, Wolf & Napier, Fort Madison, for appellee
    Elda H. Woodroffe.
    John H. Smith of Smith, Kultala & Boddicker, LLP, Keokuk, for
    appellee Kerwin Woodroffe.
    M. Carl McMurray, Keokuk, for appellee Estate of Glenn W.
    Woodroffe.
    3
    HECHT, Justice.
    This case presents a saga covering three generations of the Woodroffe
    family. The family created a profitable sawmill business due in large part to
    the industry and hard work of Glenn Woodroffe. After about thirty years in
    the business, Glenn attempted during his lifetime to ensure the
    continuation of the family enterprise beyond his lifetime. By the time of his
    death in 2002, however, Glenn had failed to establish business and
    testamentary arrangements necessary to avoid family conflicts over the
    future ownership of the mill and related assets. Those conflicts survived
    Glenn and fostered this litigation.
    I. Background Facts and Proceedings.
    We find the following facts from the record. Glenn started the family
    business with a portable sawmill. He incorporated the company, Glenn
    Woodroffe Sawmill, Inc. (GWSM), in 1957.1 Although he started the
    company with a portable mill, Glenn eventually had the opportunity to
    locate the business on real estate located in rural Lee County. In 1959,
    Charles Woodroffe, Glenn’s father, conveyed that real estate to Glenn, for
    life, with the remainder interest in equal shares to Glenn’s children living at
    the time of Glenn’s death.
    Glenn and his wife, Elda, raised five children: Randolph, Jeanne,
    Reginald, Kerwin, and Anita. Randolph, the eldest child, was active in the
    family business from an early age. After achieving a college degree in
    industrial engineering, he returned to work full-time at the mill in 1974. In
    addition to his long hours of work in the day-to-day operations of the mill,
    Randolph drove the truck that delivered to customers loads of pallets
    manufactured by GWSM.
    1 The articles of incorporation identified Glenn as the sole officer and director of the
    company.
    4
    The other Woodroffe family members were involved to a lesser degree
    in the day-to-day operations of the company. Elda was at times identified
    in GWSM records as the company’s corporate secretary, but she was unable
    at trial to recall the duration of her service as an officer. Her role in the
    company’s operations was clearly insubstantial compared to Glenn’s and
    Randolph’s. Although Jeanne, Reginald, Kerwin, and Anita performed tasks
    around the mill during their youth, the record does not provide much detail
    as to their involvement in the operation.
    Although Glenn worked incredibly long hours at the mill and devoted
    great energy to the business, he was less than fastidious about compliance
    with corporate formalities. Although corporate tax returns consistently
    identified Glenn as the sole owner of the company, no stock certificates were
    ever issued by the company. No records of an initial organizational meeting
    or subsequent annual corporate meetings were maintained. No assets were
    transferred to GWSM to capitalize the company when it was organized.
    Little, if any, effort was made to segregate the company’s assets from the
    Woodroffe family’s assets. Although almost all of the income-producing
    machinery, equipment, and building improvements were purchased with
    funds from GWSM’s bank account, tax deductions for the depreciation of
    those assets were taken on the personal tax returns of Glenn and Elda, and
    Randolph and his wife, Janice.2            Although GWSM paid rent to those
    individuals for the use of such assets, no corporate records evidence the
    company ever transferred ownership of the assets to the family members.3
    2This was consistently true until 1994 when the company’s tax return claimed some
    depreciation expense.
    3Glenn  and Randolph received rent payments in lieu of W-2 earnings from GWSM to
    avoid tax withholding. Randolph also received income from GWSM for the trucking services
    he provided for the enterprise.
    5
    Organized under Iowa Code chapter 491 (1954), the corporate
    existence of GWSM was to terminate after twenty years unless renewed. In
    1976, the Secretary of State notified Glenn and his attorneys that the
    corporation’s existence would expire on January 14, 1977, if a certificate of
    renewal and renewed articles of incorporation were not filed. Although
    Glenn delivered the notice of impending expiration to his attorney who
    prepared a draft of the necessary renewal documents, there is no evidence
    that the documents were ever signed by Glenn and forwarded to the
    Secretary of State. Consequently, the corporate existence of GWSM expired
    on January 14, 1977. No annual corporate reports were filed by GWSM
    after 1976.
    Although the de jure existence of GWSM expired in January of 1977,
    the sawmill business’s operations continued as before. Corporate income
    tax returns were filed under the name and tax identification number of
    GWSM; machinery and equipment were purchased and building
    improvements were constructed with funds from the GWSM bank account;
    and workers’ compensation and unemployment claims lodged against
    GWSM were defended as though the corporation still existed.
    By the late 1980s, Glenn had begun thinking about how ownership of
    the business could be transferred, upon his death, to Randolph.                     He
    realized he only held a life estate, and that Randolph’s siblings owned a
    four-fifths remainder interest, in the Lee County real estate upon which the
    machinery, equipment, and extensive building improvements used by the
    business, and a home built for Randolph and his wife, Janice, were
    situated.4    Because Glenn and Randolph believed it was economically
    infeasible to move the mill improvements and the home to another location,
    4 The funds used to pay for the home were derived from mill revenues, and much of
    the labor was performed by mill employees, including Randolph.
    6
    Randolph sought to acquire his siblings’ remainder interests.             In
    furtherance of this objective, an appraisal of the real estate was undertaken
    in 1988.
    The appraiser was specifically instructed to value the real estate
    assuming the existence of no mill or residential improvements.           The
    resulting valuation of $42,500 was used by Randolph as the basis for his
    offers to purchase the remainder interests of his siblings.        Although
    Reginald and Jeanne each conveyed their remainder interests to Randolph
    for $10,000, Kerwin and Anita did not. Unable to amicably complete the
    consolidation of the ownership of all of the remainder interests in Randolph,
    Glenn and Randolph filed a partition action in July of 1991 naming Kerwin
    and Anita as respondents. In their petition, Glenn and Randolph alleged
    they had made substantial improvements to the property in good faith; and
    they requested the court to order the sale of the property, and to award to
    them the value of the improvements from the sale proceeds.
    On August 5, 1992, a consent decree was entered by the district
    court. It noted the parties had reached an agreement to (1) sell the Lee
    County real estate at public auction, (2) allocate to Glenn and Randolph
    from the sale proceeds “the enhanced value due to improvements made to
    the land by [them] in good faith,” and (3) deposit the balance of the net
    proceeds in trust for the benefit of Glenn and the remaindermen.          To
    ascertain the “enhanced value” occasioned by the improvements, the parties
    agreed and the court decreed that two appraisals of the property be
    undertaken by a specified appraiser: one including the value of the
    improvements made by Glenn and Randolph; and another disregarding the
    value of those improvements.
    The appraisals contemplated in the August 5 order were not
    undertaken, however, and the public auction was not held. The petitioners
    7
    filed an application on August 28, 1992, alleging the appraiser identified in
    the August 5 order believed he was unqualified to conduct the appraisals,
    and asserting there was “an affordable and alternate procedure” that was
    likely “to produce greater partition proceeds.”
    On October 22, 1992, a new order was entered by the court
    confirming yet another agreement to resolve the parties’ controversy. This
    order contemplated that the property would be divided by the parties into
    five parcels. One of these parcels identified as “Tract A” was “to include the
    sawmill, the house in which Randolph Woodroffe resides, and all other
    physical improvements to the land in question.” The other four parcels,
    denominated “tracts 1, 2, 3, and 4,” and consisting of essentially
    unimproved land, were to be sold at a private auction at which only the
    parties could bid. The average price per acre obtained at the auction for
    tracts 1, 2, 3, and 4 would be the price that Randolph would pay for Tract
    A. Glenn’s life estate was “not to be affected” by the partition agreement
    and sale.
    The auction was never held, and Glenn and Randolph continued to
    operate GWSM just as they had before. Kerwin, who had no interest in
    operating the sawmill, farmed rent-free the unimproved portions of the Lee
    County real estate.    Glenn generally disapproved of Kerwin’s farming
    practices, and the relationship between Glenn and Kerwin was strained at
    best.
    GWSM owned a wooded tract of real estate in Des Moines County.
    On September 25, 2000, purporting to act as the president of GWSM, Glenn
    executed a warranty deed conveying this property to Randolph and Janice.
    In 2001, a bank requested documentary evidence of the corporate existence
    of GWSM. Glenn’s counsel contacted the Secretary of State and discovered
    the company’s corporate charter had expired in 1977. Having learned that
    8
    the name “Glenn Woodroffe Sawmill, Inc.” was still available, Randolph
    caused new articles of incorporation for a corporation with that name to be
    filed in July of 2001.       The new articles designated Randolph as the
    incorporator, registered agent, and sole director of GWSM.5
    During his last illness, Glenn contacted his attorney and discussed
    the preparation of a will. Elda subsequently typed and Glenn signed a last
    will and testament on January 18, 2002. The will, in relevant part, named
    Elda as executor and bequeathed property to Elda and Randolph:
    I give all of my household furnishings, articles of personal use,
    Certificates of Deposit and automobiles for non-business use to
    my wife Elda. Also, all machinery, equipment and inventory
    owned by me at the time of my death, I leave to my wife Elda.
    As sole owner of the Glenn Woodroffe Sawmill, Inc. I give all
    my stock in that business or corporation to my son Randolph
    W. Woodroffe, who may continue the business after my death.
    The will did not include a residuary clause.
    Glenn died on April 22, 2002. On July 24, 2002, the district court
    admitted Glenn’s last will and testament to probate. On January 27, 2003,
    Elda filed a probate report and inventory listing the Des Moines County real
    estate, the home in which Randolph and Janice lived, the buildings,
    machinery, and equipment used in the sawmill operation, and the sawmill
    inventory among the assets of Glenn’s estate.
    On May 8, 2003, Randolph filed an application requesting the
    appointment of a referee to assist with enforcement of the October 1992
    order. Elda resisted the application, contending she had an interest in the
    improvements on the property and was not bound by the 1992 order as she
    was not a party to the partition action in which it was entered. Kerwin also
    resisted the appointment of a referee and asserted the boundaries to tracts
    5 Randolph handled the incorporation of GWSM in July of 2001 because Glenn was
    then in poor health. It is undisputed that Glenn was the sole owner of the newly-
    incorporated GWSM.
    9
    A, 1, 2, 3, and 4 had never been agreed to. Kerwin further contended the
    sawmill improvements were assets of Glenn’s estate because they were not
    part of the property subject to the private auction contemplated in the
    October 1992 order. The district court denied Randolph’s application for
    the appointment of a receiver because the matter involved “too many
    disputes and questions [that] must be resolved” before an auction could be
    held.
    Randolph and Janice filed a petition for declaratory judgment on
    October 20, 2003, requesting the court to declare: (1) the Des Moines
    County property6 is not an asset of Glenn’s estate because Glenn executed a
    deed conveying the land from Glenn Woodroffe Sawmill, Inc. to Randolph
    and Janice on September 25, 2000; (2) the dwelling in which Randolph and
    Janice reside and the improvements used in the sawmill operation and
    located on the Lee County property are not assets of Glenn’s estate because
    they are permanently affixed to “Tract A” which Randolph is entitled to
    acquire by private auction under the October 1992 order; and (3) the
    sawmill machinery, equipment, and inventory are not assets of Glenn’s
    estate because they were owned by GWSM at the time of Glenn’s death, and
    were bequeathed to Randolph as a consequence of Glenn’s bequest of the
    GWSM stock. Elda and Kerwin filed separate answers substantially denying
    the allegations and claiming the October 1992 order is unenforceable.7
    6The parties agree Janice’s only interest in this litigation is her alleged entitlement
    to the Des Moines County property.
    7Elda contended the order is unenforceable as to her because she was not a party
    to the partition action. Kerwin challenged the enforceability of the order because it
    contemplated the private auction and partition would occur only if the parties reached an
    agreement as to the boundaries of the several tracts identified in the order; and because
    the parties were unable to reach such an agreement, the contemplated partition was
    aborted and cannot be completed. Anita, Reginald, and Jeanne defaulted and are not
    parties to this appeal.
    10
    Because of the close connection between the legal consequences of
    the October 1992 order filed in the partition action and the appropriate
    disposition in the declaratory judgment action filed within Glenn’s probate,
    the matters were consolidated for trial. During the trial, Randolph and
    Janice offered in evidence exhibits 23, 24, 25, 26, and 26A, consisting of
    typewritten documents allegedly authored by Glenn.8 Randolph and Janice
    claimed the documents evidenced Glenn’s testamentary intent to ensure
    that Randolph would receive Tract A and the GWSM machinery, equipment,
    and inventory. The district court sustained Elda’s hearsay objections and
    the exhibits were not received in evidence.
    On November 15, 2004, the district court filed its ruling holding the
    Des Moines County real estate is an asset of Glenn’s Estate. The court
    reasoned that the attempted conveyance of that property from GWSM to
    Randolph and Janice failed because GWSM’s corporate existence expired in
    January 1977, before the deed was drawn and delivered. The court further
    concluded the sawmill machinery, equipment, and inventory listed on the
    probate inventory are also assets of the estate because they were owned by
    Glenn at the time of his death. The court concluded, however, that the
    improvements (buildings used in the sawmill operation and the residence in
    which Randolph and Janice reside) that are permanently affixed to the Lee
    County real estate are not assets of the estate because their disposition is
    controlled by the October 1992 order in the partition action.
    Randolph, Janice, and Kerwin filed motions to enlarge or amend the
    district court’s findings, conclusions, and ruling. Randolph and Janice
    urged the court to (1) rule on their claim that the deed to the Des Moines
    County real estate should be reformed; (2) conclude the business inventory
    8  Although the documents were not signed by Glenn, the proponents of the exhibits
    did offer evidence tending to prove the exhibits, which were found after Glenn’s death in
    the GWSM business office, were typed on the typewriter commonly used by Glenn.
    11
    is an asset of GWSM, and not an asset of the estate; and (3) address the
    question whether certain grain bins are located on Tract A, and whether
    their disposition is controlled by the October 1992 order. Kerwin urged the
    district court to amend its conclusion that the disposition of the
    improvements located on Tract A must be controlled by the October 1992
    order, and joined in the post-trial request of Randolph and Janice that the
    court should decide the dispute as to the ownership of the grain bins. In its
    ruling on the respective motions to enlarge or amend the November 15,
    2004 findings, conclusions, and ruling, the district court held the deed from
    Woodroffe Sawmill, Inc. to Randolph and Janice cannot be reformed
    because any mistake of the parties to the deed was a mistake in the
    formation of the transaction, not in its expression. The district court also
    denied relief on the other aspects of the post-trial motions, reasoning that
    (1) the October 1992 order should be enforced because it accurately
    memorialized the understanding and intent of the parties to permit
    Randolph to purchase Tract A which included the improvements
    permanently affixed to it; (2) the inventory was owned by Glenn at the time
    of his death because GWSM’s corporate existence expired in 1977, and the
    inventory was never transferred from Glenn to the new corporation formed
    in 2001; and (3) the evidence supports the court’s finding that the grain
    bins were purchased by Glenn, not by Kerwin, and placed on Tract A, the
    disposition of which was adjudicated in the October 1992 order.
    Randolph and Janice appeal from the district court’s determination
    that the Des Moines County property and the sawmill machinery,
    equipment, and inventory listed in the probate inventory are assets of the
    estate.9 Kerwin and Elda cross-appeal from the court’s conclusion that the
    9The parties agree Janice’s only interest in this litigation is her alleged entitlement
    to the Des Moines County property.
    12
    disposition of the improvements located on Tract A is controlled by the
    October 1992 order.
    II.    Scope of Review.
    Partition actions are equitable actions which we review de novo. See
    Iowa R. Civ. P. 1.1201(1). The declaratory judgment action brought in
    Glenn’s estate is a matter “tried by the probate court as a proceeding in
    equity,” Iowa Code § 633.33 (2007), and our review in such cases is de
    novo. Iowa R. App. P. 6.4. Although the district court made several rulings
    on evidentiary objections, a procedure typically followed in actions at law,
    “the pleadings, relief sought, and nature of the case” lead us to conclude the
    proceedings in the district court were equitable proceedings. Passehl Estate
    v. Passehl, 
    712 N.W.2d 408
    , 414 (Iowa 2006) (noting that while a court’s
    rulings on evidentiary objections is an important test of whether an action
    was tried in law or equity, it is not dispositive). All of the parties agree our
    standard of review is de novo.
    III.   Analysis.
    A.     Machinery, Equipment, and Inventory. Randolph contends
    the district court erred in holding the sawmill machinery, equipment, and
    inventory listed on the estate’s probate inventory were owned by Glenn at
    the time of his death. Randolph alleges those assets were, at the time of
    Glenn’s death, assets of GWSM, and that they follow the GWSM stock
    bequeathed to Randolph.           Notwithstanding the expiration of the
    corporation’s de jure existence in 1977, Randolph contends GWSM lived on
    for purposes relevant to the case as a de facto corporation.            In the
    alternative, he contends GWSM’s corporate existence should be deemed to
    extend beyond the expiration of its de jure existence under the doctrine of
    corporation by estoppel.       Elda and Kerwin contend the machinery,
    equipment and inventory were properly listed in the probate inventory as
    13
    assets of the estate because, upon the termination of the corporation’s
    existence in 1977, their ownership passed to Glenn who owned them at the
    time of his death.
    For reasons discussed below, we conclude the only type of
    corporation Iowa law recognizes is one created pursuant to law—a de jure
    corporation. Consequently, GWSM’s existence as a corporate entity ended
    in 1977 when the company failed to file a certificate of renewal and renewal
    of the articles of incorporation. The inventory, machinery and equipment
    listed on the estate’s probate inventory were therefore owned by Glenn at
    the time of his death, and they pass to Elda under Glenn’s will.
    At common law, once a de jure corporation’s term of existence ended
    pursuant to its charter, it could not continue to exist as a de facto
    corporation or corporation by estoppel. See M. H. McCarthy Co. v. Dubuque
    Dist. Ct., 
    201 Iowa 912
    , 916, 
    208 N.W. 505
    , 507–08 (1926) (holding a
    corporation with an expired charter could only continue to act for purposes
    of winding up business); accord In re Booth’s Drug Store, 
    19 F. Supp. 95
    , 96
    (W. D. Va. 1937) (“The doctrine of the common law was that upon expiration
    of its charter, a corporation at once lost its identity and its powers; its life
    was instantly terminated.”); Merges v. Altenbrand, 
    123 P. 21
    , 22 (Mont.
    1912) (holding a corporation failing to follow statutory steps for continued
    existence was dissolved); 19 Am. Jur. 2d Corporations § 2352, at 457 (2007)
    (“The general rule is that after the expiration of the period of existence
    specified in its charter, a corporation is ipso facto dissolved and no longer
    has any existence at all, either de jure or de facto.” (citing Eagle Pass Realty
    Co. v. Esparza, 
    474 S.W.2d 624
    , 625 (Tex. Civ. App. 1971))). The legislature
    did not repeal this common law rule through its enactment in 1989 of the
    Iowa Business Corporation Act (IBCA). See Atwood v. Vilsack, 
    725 N.W.2d 641
    , 644–45 (Iowa 2006) (“The common law may be repealed by implication
    14
    in a statute that plainly expresses the legislature’s intent to do so.” (citing
    Iowa Civil Liberties Union v. Critelli, 
    244 N.W.2d 564
    , 568 (Iowa 1976);
    Wilson v. Iowa City, 
    165 N.W.2d 813
    , 822 (Iowa 1969))). Rather, the IBCA
    plainly evidences a legislative judgment that the only type of corporation
    that may exist in Iowa is a de jure corporation.
    First, the IBCA states, “Unless a delayed or effective date or time is
    specified, the corporate existence begins when the articles of incorporation
    are filed.”   Iowa Code § 490.203(1); see also 5 Matthew G. Doré, Iowa
    Practice Series, Business Corporations § 16:9 (2007) (stating IBCA section
    490.203 supersedes the de facto corporation and corporation by estoppel
    concepts).    We acknowledge this provision does not speak directly to
    whether a de facto corporation or corporation by estoppel may exist after a
    de jure corporation has expired.       It does, however, indicate de facto
    corporations and corporations by estoppel may not exist prior to the
    formation of a de jure corporation. The parties do not suggest any reason
    why, under the IBCA, the period prior to de jure incorporation should be
    treated differently than the period after the expiration of de jure
    incorporation.
    Second, the IBCA provides for personal liability for transactions that
    occur in the absence of de jure incorporation: “All persons purporting to act
    as or on behalf of a corporation, knowing there was no incorporation under
    this Act, are jointly and severally liable for all liabilities created while so
    acting.” Iowa Code § 490.204 (emphasis added); see 5 Doré, Iowa Practice
    Series, Business Corporations § 16:9 (stating IBCA section 490.204
    supersedes the de facto corporation and corporation by estoppel concepts).
    Personal liability in the absence of the existence of a de jure corporation
    plainly implies neither a de facto corporation nor a corporation by estoppel
    is recognized in Iowa.
    15
    Our decision is influenced by the historical background of the 1984
    Model Business Corporation Act (MBCA), upon which the IBCA is patterned.
    The MBCA drafters observe the de facto corporation and corporation by
    estoppel doctrines have been “ ‘widely criticized as being confusing, result-
    oriented, overlapping, and involving legal conceptualism that tended to hide
    the true basis for the decision.’ ” 5 Doré, Iowa Practice Series, Business
    Corporations § 16:9 (citing Model Bus. Corp. Act Ann. § 2.04, Historical
    Background (3d ed. 1985 & Supp.)). The drafters expressly state they
    intended to do away with the de facto corporation concept through
    provisions mirroring the IBCA provisions cited above. 
    Id. (citing Model
    Bus.
    Corp. Act Ann. § 2.04, Historical Background (3d ed. 1985 & Supp.)).
    Our decision that the IBCA reflects disfavor toward the doctrines of de
    facto corporation and corporation by estoppel is consistent with the
    approach of most other jurisdictions with statutes patterned after the
    MBCA. See, e.g., Swindel v. Kelly, 
    499 P.2d 291
    , 299 n.28 (Alaska 1972)
    (“The concept of de facto corporations has been increasingly disfavored, and
    Alaska is among the states whose corporation statutes are designed to
    eliminate the concept.”); Booker Custom Packing Co. v. Sallomi, 
    716 P.2d 1061
    , 1063 (Ariz. Ct. App. 1986) (finding the Arizona Business Corporation
    Act was “inconsistent” with the defendant’s claim that he should not be
    individually liable because the plaintiffs thought they were dealing with a
    corporation); Robertson v. Levy, 
    197 A.2d 443
    , 447 (D.C. 1964) (holding the
    Business Corporation Act of the District of Columbia “eliminate[s] the
    concepts of estoppel and de facto corporateness”); Warthan v. Midwest
    Consol. Ins. Agencies, Inc., 
    450 N.W.2d 145
    , 148 (Minn. Ct. App. 1990)
    (“[T]he doctrine of de facto corporations is inapplicable in this state after
    enactment of [the Minnesota Business Corporation Act].”); Smith v.
    Halliburton Co., 
    879 P.2d 1198
    , 1207 (N.M. Ct. App. 1994) (finding the New
    16
    Mexico Business Corporation Act was “intended to abolish the doctrine of de
    facto corporations”); Timberline Equip. Co. v. Davenport, 
    514 P.2d 1109
    ,
    1110–12 (Or. 1973) (finding, as a result of the Oregon Business Corporation
    Act, the doctrine of de facto corporations no longer exists in Oregon);
    Mobridge Cmty. Indus. v. Toure, Ltd., 
    273 N.W.2d 128
    , 131 (S.D. 1978)
    (finding a South Dakota law “has the effect of negating the possibility of a de
    facto corporation”); Thompson & Green Mach. Co. v. Music City Lumber Co.,
    
    683 S.W.2d 340
    , 344 (Tenn. Ct. App. 1984) (“We hold that the Tennessee
    General Assembly, by passage of the Tennessee General Corporations Act of
    1968, abolished the concept of de facto incorporation in Tennessee.”); Miller
    v. Celebration Mining Co., 
    29 P.3d 1231
    , 1237 (Utah 2001) (“[T]he common
    law doctrine of de facto corporations was specifically preempted by [two
    Utah Business Corporation Act provisions] because of its inconsistent
    application.”); Equipto Div. Aurora Equip. Co. v. Yarmouth, 
    950 P.2d 451
    , 456
    (Wash. 1998) (concluding that the Washington Business and Corporation
    Act “abolish[ed]” the doctrines of de facto corporation and corporation by
    estoppel).
    GWSM’s articles of incorporation expressly contemplated that the
    corporation would “terminate” on January 9, 1977, if the corporation’s
    existence was not renewed. The corporation did not continue to exist after
    the expiration of its de jure existence as a de facto corporation or under the
    doctrine of corporation by estoppel. The corporation’s existence continued
    after the January 1977 expiration date only to the extent necessary to wind
    up its business. We next turn to the question of who succeeded to the
    ownership of GWSM’s machinery, equipment, and inventory, when the
    corporation’s existence expired.
    17
    GWSM’s articles of incorporation filed in 1957 expressly provided for
    the distribution of assets to shareholders upon dissolution of the
    corporation:
    In the event of dissolution or winding up of the affairs of this
    corporation . . . the assets of the Corporation shall be first
    applied to the payment of the first preferred stock at par, with
    all unpaid accumulated dividends thereon and before any
    payment is made to the holders of the common stock. The
    remaining assets of the Corporation shall be paid to the
    holders of the common stock according to their respective
    shares.
    Although GWSM never issued stock, the company’s tax returns consistently
    identified Glenn as the company’s sole “shareholder.” In addition, it is
    undisputed in this case that Glenn was the sole owner of the company.
    Therefore, we conclude Glenn was the owner of the machinery, equipment,
    and inventory listed on the probate inventory.
    Randolph next contends the new corporation organized by him in
    2001 under the same name succeeded to the ownership of the expired
    corporation’s assets. This contention, too, must fail because Randolph
    failed to establish that any of the assets owned by Glenn were transferred to
    the new corporation. Therefore, the machinery, equipment, and inventory
    listed on the estate’s probate inventory were owned by Glenn at the time of
    his death.
    Randolph contends that the district court’s decision that the
    machinery, equipment, and inventory are assets of Glenn’s estate is
    inconsistent with Glenn’s clearly expressed intent.      In support of this
    contention, Randolph points to a typewritten note from Glenn to his
    attorney expressing his testamentary intent that Randolph should receive
    all of the sawmill machinery except any machinery owned by Reginald.
    Randolph also points in this context to the language of an unsigned will
    drafted by Glenn’s attorney after he received the typewritten note from
    18
    Glenn. Randolph’s reliance upon Glenn’s note and the unsigned will is
    unavailing, however, because those documents antedated the will executed
    by Glenn and admitted in probate. “It is well settled in this jurisdiction that
    if the language of the will is plain, certain and unambiguous, the intention
    of the testator must be ascertained from the will itself . . . .”        In re
    Thompson’s Estate, 
    164 N.W.2d 141
    , 146 (Iowa 1969). Because the will
    signed in 2002 is unambiguous, Glenn’s intent must be ascertained from
    within its four corners. That will clearly bequeaths to Elda the machinery,
    equipment and inventory listed in the probate inventory.
    B.      Des Moines County Property. The timber land located in Des
    Moines County was conveyed to GWSM in 1957. Randolph and Janice
    contend the September 25, 2000 deed executed by Glenn as president of
    GWSM was a valid conveyance. Alternatively, they assert that if the deed
    does not constitute a valid conveyance, it should be reformed because the
    parties to the deed mistakenly believed GWSM existed when the deed was
    drawn and delivered. Elda and Kerwin contend the real estate is an asset of
    Glenn’s estate because GWSM did not exist at the time of the attempted
    conveyance, and the deed is therefore void.        Elda and Kerwin oppose
    reformation of the deed on the ground that the deed, if void, may not be
    reformed to relinquish Elda’s rights under Iowa Code section 633.211
    (2001).    Alternatively, they contend the deed, if valid, was nonetheless
    subject to Elda’s rights under section 633.211.
    For the reasons explained in our discussion of the disposition of the
    sawmill machinery, equipment, and inventory, we conclude GWSM did not
    exist on September 25, 2000. A deed executed on behalf of a corporation
    that does not exist is void. See N.H. Fire Ins. Co. v. Virgil & Frank’s Locker
    Serv., Inc., 
    302 F.2d 780
    , 783 (8th Cir. 1962) (“A [corporate] deed, executed
    while the corporation has no legal existence, is a worthless thing.”).
    19
    We now turn to Randolph and Janice’s assertion that the parties
    made a mutual mistake regarding the existence of the corporation, and this
    mistake merits reformation of their deed. We decline to reform the deed
    because we lack authority to reform void contracts. Casady v. Woodbury
    County, 
    13 Iowa 113
    , 115 (1862) (refusing to “modify” a void contract, due
    to lack of authority to do so); see also Springer v. Kuhns, 
    571 N.W.2d 323
    ,
    329 (Neb. Ct. App. 1997) (“When the parties are asserting rights founded in
    an illegal and void contract, the court leaves the parties just where they
    placed themselves . . . .”); 66 Am. Jur. 2d Reformation of Instruments § 29, at
    253 (2007) (“Neither a void contract nor a parol contract can be reformed.”).
    Because GWSM did not exist at the time of the conveyance of the Des
    Moines County property, no two parties reached a mutual agreement with
    regard to the conveyance. We cannot reform the deed to correspond with
    the contracting parties’ intentions when one of those parties did not even
    exist; to do so would constitute creation of a contract, not reformation of a
    contract.
    As previously stated, when GWSM dissolved in 1977, Glenn, as the
    sole shareholder of that corporation, became the owner of the corporate
    assets. The Des Moines County property was therefore owned by Glenn in
    2000 when the ill-fated conveyance was attempted, and at the time of his
    death. Accordingly, the real estate is an asset of Glenn’s estate, and it is
    properly listed on the probate inventory.
    C.     Sawmill Improvements. Elda and Kerwin assert the district
    court erred in holding the disposition of the numerous sawmill buildings
    located on the Lee County property shall be controlled by the October 1992
    consent ruling. They contend those improvements were not a subject of the
    ruling, and they should therefore pass to Elda as intestate property
    pursuant to Iowa Code section 633.211.
    20
    Resolution of this claim requires us to interpret the October 1992
    consent ruling. Because a consent ruling is viewed as a contract, the rules
    of contract interpretation apply. Fed. Land Bank of Omaha v. Bollin, 
    408 N.W.2d 56
    , 60 (Iowa 1987) (citing World Teacher Seminar, Inc. v. Iowa Dist.
    Ct., 
    406 N.W.2d 173
    , 176 (Iowa 1987)).        The intent of the parties is
    controlling, and intent is to be determined from the language of the
    contract, when possible. 
    Id. (“The objective
    is to ascertain the meaning and
    intention of the parties as expressed in the language used. It is the court’s
    duty to give effect to the language of the contract in accordance with its
    plain and ordinary meaning and not make a new contract for the parties by
    arbitrary judicial construction.”). Only if we find the contract ambiguous
    may we resort to extrinsic evidence to ascertain the contract’s meaning. See
    Clinton Physical Therapy Servs., P.C. v. John Deere, 
    714 N.W.2d 603
    , 615–16
    (Iowa 2006).
    The language of the October 1992 consent decree plainly indicates the
    parties intended for the improvements to pass as part of Tract A to
    Randolph.      The October 1992 decree states Tract A is to “include the
    sawmill, the house in which Randolph Woodroffe resides, and all other
    physical improvements to the land in question,” and it also states that
    Randolph is to receive Tract A at a price determined by the average of the
    sale prices received for tracts 1, 2, 3, and 4. The district court found it
    reasonable to believe, and we find it highly probable, Glenn was willing to
    forgo any personal remuneration for the value of the improvements to
    achieve what was clearly his goal for the last fifteen years of his life: to
    assure that Randolph would succeed him as the owner of the sawmill
    business and the improvements used to generate its income. The October
    1992 consent ruling not only advanced that goal, but it avoided the public
    auction of the property contemplated by the August 1992 ruling and
    21
    thereby assured Glenn’s right to use of the sawmill property for the
    remainder of his lifetime.
    Kerwin claims the October 1992 consent decree lacks the definiteness
    essential for validity because: (1) it states the parties must agree on tract
    boundaries, but the parties never agreed on these boundaries, and (2) it
    does not clearly state whether the August decree remains effective. “[A]
    judgment must be certain and in intelligible form so the parties understand
    the adjudication.”   Wolf v. Murrane, 
    199 N.W.2d 90
    , 95 (Iowa 1972)
    (citations omitted). A judgment may be so indefinite and uncertain that it is
    void. See Lynch v. Uhlenhopp, 
    248 Iowa 68
    , 74–75, 
    78 N.W.2d 491
    , 495–96
    (1956) (finding that a provision in a divorce decree was void and that an
    alleged violation of the provision was not contempt).
    Whether or not the parties agreed on the precise metes and bounds of
    the tracts referred to in the October 1992 consent ruling, the decree clearly
    brings the improvements in question within the boundaries of Tract A. The
    decree states that Tract A is to include “the sawmill, the house in which
    Randolph Woodroffe resides, and all other physical improvements to the
    land in question” and provides Randolph will buy the tract at a price
    determined by a specific formula. We conclude the language of the ruling is
    sufficiently definite to constitute a valid, binding judgment with regard to
    the allocation of ownership of the improvements.
    The October 1992 ruling was clearly intended to supersede the
    August 1992 ruling.      This is in part clear because the two rulings
    contemplated vastly different solutions to the parties’ conflicts.       For
    example, the August ruling would have required appraisals of the property,
    while the October decree does not; the August ruling contemplated a public
    auction, but the October ruling mandates a private auction; and the August
    ruling would have required Glenn to convey his life estate to a purchaser,
    22
    but the October ruling states Glenn’s life estate “will not be affected” by the
    private auction.    Because of these differences, it would obviously be
    impossible for the parties to comply with and for the court to enforce both
    the August and October 1992 decrees.
    Other evidence also amply supports our conclusion the parties
    intended for the October consent ruling to supersede the earlier ruling. The
    application that precipitated the October 1992 ruling states the parties
    viewed the August decree as “unworkable,” due to their inability to locate a
    qualified appraiser. The application further states the parties desired an
    “alternate procedure [that] w[ould] likely produce greater partition sale
    proceeds.” Greg Johnson, Randolph and Glenn’s attorney in the partition
    action, testified the October decree was intended to supersede the earlier
    decree.
    Kerwin asserts the parties to the October consent ruling agreed the
    improvements in question were not part of Tract A; instead, he claims the
    improvements were intended to remain “severed” from the property and to
    remain the personal property of Glenn. In support of this assertion, Kerwin
    argues: (1) the Iowa law of “implied license” suggests the improvements
    retained their character as personal property; (2) under Cornell College v.
    Crain, 
    211 Iowa 1343
    , 
    235 N.W. 731
    (1931), the improvements retained
    their character as personal property; (3) all the parties to the partition
    action agreed that the improvements were to remain Glenn’s separate
    property; and (4) Glenn, individually or through his business, paid for all of
    the improvements.
    Kerwin’s implied license argument need not be addressed because it
    was not made before or ruled upon by the district court. See State v.
    Jefferson, 
    574 N.W.2d 268
    , 278 (Iowa 1997) (observing that “ ‘issues must
    be presented to and passed upon by the district court before they can be
    23
    raised and decided on appeal’ ” (citing State v. Eames, 
    565 N.W.2d 323
    , 326
    (Iowa 1997))).   The remaining arguments lack merit in light of our
    interpretation of the October consent ruling. The consent ruling reflects the
    parties’ intent for Tract A to include improvements. Regardless of whether
    Glenn paid for the improvements or the improvements could be classified as
    Glenn’s personal property under Crain, Glenn could, and did, forgo any
    ownership interest he may have had in the improvements when he agreed to
    the terms of the October consent ruling.
    The Lee County real estate and the improvements permanently
    attached to it pass to the remaindermen-children pursuant to the October
    ruling, not to Elda. The ruling requires the sale of Tract A, including the
    improvements located upon it, to Randolph. Elda, as Glenn’s surviving
    spouse, has no interest in the life estate of Glenn under section 633.211, as
    Glenn’s interest in the real estate was extinguished at the time of his death.
    D.    Hearsay Rulings. Randolph contends the district court erred
    in excluding exhibits 23, 24, 25, 26, and 26A, which were offered to prove
    Glenn’s intent as to the disposition of his assets. He asserts the typewritten
    exhibits were admissible under Iowa Rules of Evidence 5.803(24) (residual
    hearsay exception) and 5.803(3) (then existing mental, emotional, or
    physical condition). The writings bear no signature, but Randolph claims
    they were authored by Glenn because they “sound like” something he would
    have written, and they appear to have been written on Glenn’s typewriter.
    Some are dated, while others are not. One of the documents was found
    shredded in a wastebasket in the company’s business office.
    Even assuming these documents were admissible, the district court’s
    ruling excluding them from evidence did not prejudice Randolph and Janice
    and no reversible error resulted from their exclusion. See Crane v. Cedar
    Rapids & Iowa City Ry., 
    160 N.W.2d 838
    , 846 (Iowa 1968) (concluding
    24
    exclusion of evidence did not prejudice plaintiff). The exhibits in question
    would have no impact upon our reasoning or conclusions regarding the
    disposition of Glenn’s assets. Because Glenn’s will is unambiguous as to
    his intent regarding the disposition of the machinery, equipment, and
    inventory, we need not look beyond its express terms to discern his
    testamentary intent. See In re Thompson’s 
    Estate, 164 N.W.2d at 146
    (“It is
    well settled in this jurisdiction that if the language of the will is plain,
    certain and unambiguous, the intention of the testator must be ascertained
    from the will itself . . . .”).
    IV.     Conclusion.
    We conclude the corporate existence of GWSM expired in 1977. As a
    result, the machinery, equipment, and inventory of the sawmill business
    were owned by Glenn at the time of his death and are therefore properly
    included as assets of his estate.    The deed of the Des Moines County
    property is void and cannot be reformed. Accordingly, that real estate is
    also an asset of Glenn’s estate. Tract A, which is to be sold to Randolph
    pursuant to the October 1992 consent ruling, includes the improvements
    located on that property. The district court’s exclusion of hearsay, if error,
    was harmless.
    AFFIRMED.