Gayle B. Transgrud v. Michael David Leer ( 2020 )

IN THE COURT OF APPEALS OF IOWA
No. 19-0692
Filed September 23, 2020
GAYLE B. TRANSGRUD,
Plaintiff-Appellant,
vs.
MICHAEL DAVID LEER,
Defendant-Appellee.
________________________________________________________________
Appeal from the Iowa District Court for Linn County, Sean W. McPartland,
Judge.
Gayle Transgrud appeals the district court order granting defendant Michael
Leer’s motion for summary judgment and denying her own motion for summary
judgment in her suit brought in relation to injuries she sustained while riding in a
semi-tractor owned by Leer and operated by Transgrud’s spouse. AFFIRMED.
Steven J. Crowley, Edward J. Prill, and Andrew L. Mahoney of Crowley &
Prill, Burlington, for appellant.
Michael D. Matteuzzi and Matthew J. Brooker of Matteuzzi & Brooker, P.C.,
Overland Park, Kansas, for appellee.
Considered by Vaitheswaran, P.J., and Mullins and Ahlers, JJ.
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AHLERS, Judge.
This case arises out of a single-vehicle semi-tractor accident on interstate
380. On December 6, 2016, Gayle Transgrud’s husband, John Vee, was driving
a semi-tractor owned by appellee Michael Leer and designated by Leer as Unit
#388. Vee worked for Leer’s business (V&M Farms, a sole proprietorship) as a
truck driver, and he was operating Unit #388 in that capacity when the accident
occurred. According to the amended petition, Transgrud was the front seat
passenger in Unit #388 when the vehicle “suddenly stalled, went out of control, left
the highway and rolled over in the ditch.” Transgrud sustained injuries in the
collision.
Transgrud sued Leer, claiming her injuries were caused by Leer’s negligent
failure to properly maintain and service Unit #388 and train Vee to appropriately
handle the “unusual situation” that happened on December 6.1 In his answer, Leer
asserted the defense that Transgrud had signed a document before riding in the
truck that released Leer from all liability to Transgrud. The document was titled
“PASSENGER AUTHORIZATION AND RELEASES OF LIABILITY” and stated, in
pertinent part:
By signing below, Passenger acknowledges and agrees that
Passenger is not an employee of V&M or an independent contractor
providing goods or services to V&M. Passenger further
acknowledges and understands that V&M will not pay any amount of
any accident, injury, loss, or damage arising out of or related to
Passenger riding in the equipment and that V&M will not provide a
policy of insurance that provides coverage, including workers’
compensation coverage, for Passenger or Passenger’s property.
1 Transgrud initially filed her petition against V&M Farms LLC d/b/a V&M Farms
Trucking, but Transgrud amended the petition after learning Leer was the sole
proprietor of the business operating under the trade name V&M Farms.
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Later in the document, under the section title “RELEASES OF LIABILITY,” the
document states:
In consideration for V&M’s authorization to allow Passenger to ride
in the Equipment, Passenger . . . , by signing below, hereby releases
V&M, with respect to the authorized transportation, from any and all
claims, liability, rights, actions, suits, and demands . . . that
Passenger may have against V&M. . . . Moreover, this signed
Release may be pleaded by V&M as a counterclaim to or as a
defense in bar or abatement of any action of any kind whatsoever
brought, instituted, or taken by or on behalf of Passenger
The document was signed by Vee, Transgrud, and one of Leer’s employees. It
was dated April 16, 2012.
Leer filed a motion for summary judgment, arguing the release provided a
complete defense against Transgrud’s claims. Transgrud also filed a motion for
summary judgment, arguing the document was unenforceable as a release as a
matter of law. Following a hearing, the district court granted Leer’s motion and
denied Transgrud’s, ruling the release was a valid and binding contract and thus
released Leer from liability to Transgrud. As a result, Transgrud’s suit was
dismissed. Transgrud appeals.
I. Standard of Review
“We review a district court’s summary judgment ruling for correction of
errors at law.” Breese v. City of Burlington, 945 N.W.2d 12, 17 (Iowa 2020).
“Summary judgment is proper when the moving party has shown ‘there is no
genuine issue as to any material fact and the moving party is entitled to judgment
as a matter of law.’” Jahnke v. Deere & Co., 912 N.W.2d 136, 141 (Iowa 2018)
(quoting Homan v. Branstad, 887 N.W.2d 153, 163 (Iowa 2016)). “We view the
record in the light most favorable to the nonmoving party.” Deeds v. City of Marion,
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914 N.W.2d 330, 339 (Iowa 2018). “Summary judgment is properly granted where
the only controversy is the legal effect of the undisputed facts.” Fitzgerald v.
Salsbury Chem., Inc., 613 N.W.2d 275, 280 (Iowa 2000). “When the facts are not
in dispute, we will simply decide whether the district court correctly applied the law
to the undisputed facts before us.” Id.II. Scope and Effect of the Release
Transgrud challenges the district court’s grant of summary judgment to Leer
based on the release and also challenges the district court’s denial of summary
judgment to Transgrud on Transgrud’s request to strike the release defense as a
matter of law. Although framed in the briefs as two separate issues, it is one issue:
the scope and effectiveness of the release. If the document was an effective
release that covered Transgrud’s claims, Leer was entitled to summary judgment
and Transgrud’s motion for summary judgment necessarily fails. On the other
hand, if the document was not an effective release that covered Transgrud’s
claims, Transgrud was entitled to summary judgment and Leer’s motion for
summary judgment necessarily fails. If there are factual disputes as to whether
the release covered Transgrud’s claims, then neither party was entitled to
summary judgment. We address this issue in this light.
Releases from liability such as the release at issue in this case are
considered contracts and are governed by principles of contract law. Huber v.
Hovey, 501 N.W.23d 53, 55 (Iowa 1993). “Construing a contract—determining its
legal effect—is a matter of law to be resolved by the court.” Id. at 56. “The cardinal
rule of contract interpretation is to determine what the intent of the parties was at
the time they entered into the contract.” Pillsbury Co. v. Wells Dairy, Inc., 752
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N.W.2d 430, 436 (Iowa 2008). “The most important evidence of the parties’
intentions at the time of contracting is the words of the contract.” Peak v. Adams,
799 N.W.2d 535, 544 (Iowa 2011). Except in cases of ambiguity, the intent of the
parties is determined by what the contract itself says. Iowa R. App. P. 6.904(3)(n);
Huber, 501 N.W.2d at 56.
With these principles in mind, we consider the specific arguments
Transgrud raises to challenge the validity of the release.
A. Lapse in Employment
As noted, Transgrud signed the release in April 2012. One year later, Vee
ended his working relationship with V&M Farms to work for a different company.
Two months after quitting, Vee returned to V&M Farms and resumed his old
position. Transgrud argues this gap in Vee’s time working for V&M Farms negated
the release.
According to Transgrud, Vee was an employee of V&M Farms and
termination of his employment with V&M Farms terminated the release as well.
Transgrud asserts that ending an employment relationship severs all agreements
between an employer and an employee. In support of this legal conclusion,
Transgrud cites Bradshaw v. Cedar Rapids Airport Commission, 903 N.W.2d 355(Iowa Ct. App. 2017), a case cited by the district court for the same conclusion. As
a preliminary matter, we are not convinced that Bradshaw should be read as
broadly as claimed by Transgrud and the district court. However, we need not
quibble over the strength of the asserted legal conclusion, because, even if we
were to accept the conclusion, it has no bearing on the outcome. As the district
court noted in its ruling on the cross-motions for summary judgment, the provision
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of the release at issue reflects an agreement between Transgrud and Leer, not
between Vee and Leer. Therefore, even if Vee’s brief termination of employment
severed the terms of the release pertaining to Vee, it did not sever the terms of the
contract between Transgrud and Leer. By signing the release, Transgrud agreed
“that V&M w[ould] not pay any amount of any accident, injury, loss, or damage
arising out of or related to” her riding in Unit #388 and she released “any and all
claims, liability, rights, actions, suits, and demands” against Leer. The release
does not contain a termination or expiration date or in any way condition
Transgrud’s release of Leer on continuity of Vee’s employment. Because Vee’s
employment status with V&M Farms is irrelevant to the release’s effectiveness as
to Transgrud’s claims, Vee’s brief departure from V&M Farms did not invalidate
the release.
B. Public Policy
Transgrud argues the release is unenforceable as a matter of law because
it is against public policy. Transgrud claims it violates public policy because it
“curtails state and federal law” by allegedly circumventing federal regulations
requiring vehicle owners to carry liability insurance and Iowa state law making
vehicle owners vicariously liable for damage caused by negligent operation of their
vehicles. See 49 C.F.R. 387.303(b)(2) (2016); Iowa Code § 321.493 (2016).
We start by noting Transgrud’s claims in her amended petition are not
based on any claimed failure of Leer to carry liability insurance. The issue at hand
is whether Transgrud released her claims for negligence, not whether Leer failed
to carry insurance. Resolution of the relevant issue is not affected by whether Leer
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did or did not carry insurance or did or did not comply with federal or state law
regarding insurance coverage. In that sense, the issue of insurance is irrelevant.
Regarding the issue of whether the release violates public policy, our
supreme court has “repeatedly held that contracts exempting a party from its own
negligence are enforceable, and are not contrary to public policy.” Huber, 501
N.W.2d at 55. Further, we will not “curtail the liberty to contract by enabling parties
to escape their valid contractual obligation on the ground of public policy unless
the preservation of the general public welfare imperatively so demands.” Baker v.
Stewarts’ Inc., 433 N.W.2d 706, 707 (Iowa 1988) (quoting Tschirigi v. Merchants
Nat’l Bank of Cedar Rapids, 113 N.W.2d 226, 231 (Iowa 1962))). We do not
believe a party’s desire to accompany the party’s spouse while the spouse works
is of such great public importance as to justify an exception to the general rule.
C. Release Not Binding Because Leer Was Not a Party
Transgrud next argues the release is unenforceable as a matter of law
because Leer did not personally sign it and Leer’s employee who did sign it did not
have the authority to bind Leer personally because there “is no corporate authority
or structure wherein Leer has granted to his employees the ability to execute
binding contracts in his name.” For a number of reasons, however, this argument
is unpersuasive. First, the release does not require Leer’s signature to be binding.
The effect of a missing signature has been addressed by our supreme court as
follows:
In the absence of a statute requiring a signature, such as the statute
of frauds, or an agreement that the contract shall not be binding until
it is signed signatures of both parties are not essential for
establishment of a binding contract if manifestation of mutual
expressions of assent is otherwise shown. Even when neither party
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has signed a contract it still may be binding if there has been mutual
assent.
Serv. Employees Int’l, Local No. 55 v. Cedar Rapids Cmty. Sch. Dist., 222 N.W.2d
403, 407 (Iowa 1974). Here, there is no statute requiring a signature of Leer.
Additionally, the release does not contain language making the release’s
effectiveness conditional on Leer or any of his agents’ signatures. Instead, the
release states it shall be binding on the passenger when the passenger signs,
which she did. There is no genuine dispute that Leer manifested assent to the
terms of the release, as Leer prepared the document, provided it to Transgrud,
and complied with it by permitting Transgrud to ride with her husband.
Second, even if Leer’s signature was required, Transgrud’s signature was
sufficient to create a contract once she began riding in Unit #388. See Whitters &
Sons, Inc. v. Karr, 180 N.W.2d 444, 446 (Iowa 1970) (“Where a written agreement
signed by one party is accepted and adopted by the other, and acted upon, it
becomes their contract in the same sense as though both parties had signed.”
(quoting McDermott v. Mahoney, 115 N.W. 32, 35 (Iowa 1908))).
In short, Leer was a party to the release based on the circumstances and
actions surrounding the preparation and execution of it.
D. Unconscionability
Transgrud further argues the release is unenforceable as a matter of law
because it is both procedurally and substantively unconscionable. The district
court determined the release was a contract of adhesion but nevertheless
determined it was not unconscionable.
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On our review, we are not as confident as Transgrud and the district court
that the release is a contract of adhesion. It is debatable. However, we need not
and do not decide this issue, because, even if we assume for discussion purposes
that the release is a contract of adhesion, Transgrud’s claim that the release is
unconscionable is not persuasive.
Assuming without deciding that the release is a contract of adhesion, it
needs to be “carefully scrutinized by the courts for the purpose of avoiding
enforcement of ‘unconscionable’ clauses.” Gen. Conf. of Evangelical Methodist
Church v. Faith Evangelical Methodist Church, 809 N.W.2d 117, 123 (Iowa Ct.
App. 2011) (quoting Hofmeyer v. Iowa Dist. Ct., 640 N.W.2d 225, 230 (Iowa 2001)
(alteration in original)). However, a contract of adhesion is not necessarily
unconscionable. Home Fed. Sav. & Loan Ass’n of Algona v. Campney, 357
N.W.2d 613, 619 (Iowa 1984). The adhesion determination does not replace the
unconscionability determination but “merely alerts the court that the situation is one
in which such a finding may be justified.” Id.“A contract is unconscionable where no person in his or her right senses
would make it on the one hand, and no honest and fair person would accept it on
the other hand.” C & J Vantage Leasing Co. v. Wolfe, 795 N.W.2d 65, 80 (Iowa
2011). The doctrine encompasses both procedural and substantive aspects:
This doctrine encompasses both procedural abuses arising from the
contract’s formation and substantive abuses related to the contract’s
terms. Procedural unconscionability involves an advantaged party’s
exploitation of a disadvantaged party’s lack of understanding,
unequal bargaining power between the parties, as well as the use of
fine print and convoluted language. Substantive unconscionability
involves whether or not the substantive terms of the agreement are
so harsh or oppressive that no person in his or her right senses would
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make it. Finally, whether an agreement is unconscionable must be
determined at the time it was entered.
Id. at 81 (citations omitted). In assessing whether the release is unconscionable,
we consider several factors, including “assent, unfair surprise, notice, disparity of
bargaining power, and substantive unfairness.” C & J Fertilizer, Inc. v. Allied Mut.
Ins. Co., 227 N.W.2d 169, 181 (Iowa 1975). Finally, we are mindful that “the
doctrine of unconscionability does not exist to rescue parties from bad bargains.”
C & J Vantage Leasing Co., 795 N.W.2d at 80.
Procedurally, we see no exploitation by Leer in obtaining Transgrud’s
agreement to the terms of the lease. The release does not include fine print or
convoluted language and is confined to approximately one-half of a page. While
the record shows Transgrud did not read the release before signing it, our supreme
court has previously held that there is no unfair surprise where, as here, Transgrud
had the opportunity to read the proposed contract before signing. See Home Fed.
Sav. & Loan Ass’n of Algona, 357 N.W.2d at 619 (finding no unfair surprise where
the party asserting unconscionability had the opportunity to read the contract but
chose not to). Furthermore, the release at issue was at least the third such release
Transgrud signed within a period exceeding six months, so there had been ample
opportunity for Transgrud to familiarize herself with its terms. Finally, while the
release may have been presented in a “take-it-or-leave-it” fashion, there is no
indication that Leer had a dominant bargaining position or that Transgrud was
pressured into signing the release. Even if Leer had dominant bargaining power,
Leer was not gaining anything of discernible value by permitting Transgrud to ride
in Leer’s truck.
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Substantively, there are no harsh or oppressive terms in the release.
Transgrud was under no obligation to ride along with Vee as he drove Unit #388,
and Leer was under no obligation to allow her to do so. In granting Transgrud’s
request to ride along, there was nothing harsh or oppressive about Leer obtaining
a release of future liability in return. The terms agreed to by Transgrud in return
for authorization were not “so oppressive that no person in his or her right senses
would [agree to them].” C & J Vantage Leasing Co., 795 N.W.2d at 81.
E. Employee Handbook
Transgrud argues the district court erred in finding the employee handbook
provided to Vee by Leer had no bearing on the release. Transgrud claims the
employee handbook was relevant because, while she was not Leer’s employee,
the handbook constituted a binding contract between Leer and Vee, which did not
permit Leer’s other employees to enter into contracts on his behalf.
We conclude the district court properly determined the employee handbook
has no bearing on the validity of the release. There is no dispute Transgrud was
not Leer’s employee. Neither the record nor the release itself suggest the
employee handbook is incorporated into the release, and Transgrud expressly
affirmed that she was not an employee of V&M Farms by signing the release.
Similarly, Transgrud’s efforts to characterize the release as a waiver of some or all
of the provisions of the employee handbook fail because, by the handbook’s terms,
waivers permitted by it “appl[y] only to the employee for whom the waiver was
granted.”
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F. Ambiguity
Transgrud argues the district court erred by ruling the release was
unambiguous. Transgrud maintains the release is ambiguous as to its duration,
the party released, and the types of liability released.
Regarding the release’s duration, we conclude the release is unambiguous.
The release does not contain any language limiting its duration. It did not need
one, and Transgrud cites no authority suggesting it did. By its terms, Leer granted
permission to Transgrud and Transgrud released Leer from liability any time
Transgrud chose to ride in Unit #388.
Regarding the party released, Transgrud essentially concedes that, if the
release is otherwise enforceable, it applies to Leer even though Leer is not named
in it.2 We agree with the district court that Leer’s use of an unrecorded trade name
(i.e., V&M Farms) does not invalidate the release. See Thune v. Hoka Cheese
Co., 149 N.W.2d 176, 178 (Iowa 1967) (“Iowa has long recognized that a person
may sue or be sued under a trade name.”); Ambro Advert. Agency v. Speed-Way
Mfg. Co., 233 N.W. 499, 501 (Iowa 1930) (holding a contract is enforceable by a
party where the party has failed to record the trade name the contract was signed
under).
Transgrud’s final claim of ambiguity centers on whether the release applied
to her cause of action. In general, exculpatory contract terms such as the one at
issue here must contain “clear and unequivocal language that would notify a casual
2We reach this conclusion of concession by Transgrud based on the statement in
her brief, “Transgrud in large part does not dispute the finding of the District Court
and its well-reasoned analysis in regard to trade names and the enforcement of
contracts for trade names.”
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reader that by signing the document, a [signer] would be waiving all claims relating
to future acts or omissions of negligence.” Sweeney v. City of Bettendorf, 762
N.W.2d 873, 878–79 (Iowa 2009). But the contract at issue does not need to use
the word “negligence.” Id. at 879–80.
Transgrud relies heavily on Sweeney. In Sweeney, the document at issue
was a permission slip signed by a parent allowing the parent’s child to participate
in a field trip sponsored by the city’s parks and recreation department to attend a
baseball game. Id. at 875. The child was injured by a flying bat, and a lawsuit
against the city followed. Id. The city asserted the permission slip constituted a
release. Id. Our supreme court held that language in the permission slip did not
constitute an enforceable anticipatory release of claims against the city for its
negligent acts or omissions in connection with the field trip. Id. at 880.
We find Sweeney distinguishable. In reaching its decision in Sweeney, the
supreme court compared Baker v. Stewarts’ Inc., 433 N.W.2d 706 (Iowa 1988),3
with Huber v. Hovey, 501 N.W.2d 53, 56 (Iowa 1993).4 Sweeney, 762 N.W.2d at3 Baker involved a plaintiff claiming hair straightening products applied to her scalp
at a cosmetology school caused subsequent baldness. 433 N.W.2d at 707. The
document at issue stated, “I will not hold the Stewart School, its management,
owners, agents, or students liable for any damage or injury, should any result from
this service.” Id. The supreme court held this document did not constitute an
anticipatory release of future claims based upon negligence of the staff at the
school because a release of such claims would not be apparent to a casual reader,
as the intention to release the school was not “clearly and unequivocally
expressed.” Id. at 709.
4 Huber involved injuries to a spectator at an auto race, who brought suit to recover
damages for his injuries. Huber, 501 N.W.2d at 54. The injured spectator had
signed a document that emphasized it was a “covenant not to sue” and “releases”
various parties “from all liability . . . for any and all loss or damage, and any claim
. . . on account of injury . . . whether caused by the negligence of the releasees or
otherwise.” Id. The supreme court enforced the release, noting the document
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878. Finding the permission slip signed by the parent much closer to the
unenforceable document in Baker than the enforceable document in Huber, the
supreme court found the permission slip unenforceable as a release. Id. at 878–
79. The court noted the permission slip referred only to “accidents” and contained
no clear and unequivocal language that would notify a casual reader that it waived
potential claims for the city’s negligence. Id.Unlike the purported release in Sweeney, which was labeled “Permission
Slip,” the document at issue here was titled “PASSENGER AUTHORIZATION
AND RELEASES OF LIABILITY.” It is also stated that Leer “will not pay any
amount of any accident, injury, loss or damage arising out of or related to
Passenger’s riding in the equipment.” Later in the relatively short document, there
is a section labeled with the heading “RELEASES OF LIABILITY.” In that section,
the document states Transgrud “releases” Leer “from any and all claims, liability,
rights, actions, suit, and demands.” These provisions, including multiple titles in
all capital letters highlighting the document as a release, are clear and unequivocal
and would be apparent to a casual reader, unlike the documents in Baker and
Sweeney. Therefore, we find Transgrud’s reliance on Baker or Sweeney
unpersuasive.
In addition to concluding the document in this case is akin to the enforceable
release in Huber, we also conclude this case is similar to our court’s decision in
Cupps v. S & J Tube, Inc., No. 17-1922, 2019 WL 156583 (Iowa Ct. App. Jan. 9,
2019). In that case, we considered the phrase “any claim for damage” as used in
specifically covered personal injuries, including injuries caused by the negligence
of the released parties. Id. at 56.
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an employment application submitted to a temporary employment agency. Id. at
*1. Rejecting the argument that the phrase was ambiguous and distinguishing
Sweeney, our court ruled the phrase “clearly means that if the signer suffers a
work-related injury, the only remedy is [the temporary employment agency’s]
workers’ compensation and the remedies do not include any claim for damage,
including negligence.” Id. at *5. We find Cupps persuasive and conclude the
phrases “will not pay any amount of any accident, injury, loss or damage arising
out of or related to Passenger riding in the equipment” and “hereby releases [Leer]
from any and all claims, liability, rights, actions, suit, and demands” are
unambiguous. By signing the release, Transgrud acknowledged Leer would not
pay for any injuries she received while riding in Unit #388 as Vee’s passenger,
including injuries arising from allegedly negligent conduct. The district court
correctly concluded the release was not ambiguous.
III. Conclusion
The district court correctly concluded the release was a binding and
enforceable contract that released Transgrud’s claims against Leer. Because
there are no genuine issues of material fact and Leer is entitled to judgment as a
matter of law, the district court properly denied Transgrud’s motion for summary
judgment, granted Leer’s motion for summary judgment, and dismissed the suit.
AFFIRMED.