Opinion
No. 2-258 / 01-1691
Filed October 30, 2002
Appeal from the Iowa District Court for Polk County, Artis Reis, Judge.
The plaintiff appeals from the district court's ruling dismissing his petition for failure to state a claim with prejudice in his action for breach of contract and interference with prospective business advantage. AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.
David L. Leitner of Leitner Law Office, Johnston, for appellant.
Charles J. Kalinoski and Margaret M. Chaplinsky of Kalinoski Chaplinsky, Des Moines, and Paul D. Snyder of Polsinelli Shalton Welte, P.C., Kansas City, Missouri, for appellee.
Heard by Huitink, P.J., and Zimmer and Miller, JJ.
James Woodsmall appeals from the district court's ruling dismissing his petition with prejudice for failure to state a claim upon which relief can be granted. He contends (1) his petition states a cause of action; (2) the court erred in considering other evidence, including the parties' affidavits, that were not part of the petition; and (3) the court erred in dismissing this case with prejudice and ruling on the merits. We affirm in part, reverse in part, and remand.
I. BACKGROUND FACTS.
Woodsmall is a member of the Kansas City Barbeque Society (Society), the defendant. The Society regularly sanctions, oversees, and runs barbeque contests in various states, including Iowa. Woodsmall has participated in various contests sponsored by or sanctioned by the Society. The ranking from the contests is an important factor in the marketing of the barbeque business.
In his petition Woodsmall alleges that he complied with all conditions of the oral, written, and implied contracts made with the Society regarding fair, evenhanded judging of contests and annual rankings, but that the Society breached the contracts by "failing to fairly and impartially judge and rank the participants in the various contests as well as the annual ranking in each of the various categories." Woodsmall also alleges the Society "breached the above referenced contract in failing to follow a uniform set of consistently applied rules for the judging of submissions at each of the contests and for compilations of annual standings and in other ways." In addition to this claim for breach of contract (Count I), Woodsmall has included counts for breach of the implied covenant of good faith incorporated in the parties' contracts (Count II) and interference with prospective business advantage (Count III).
The Society filed a motion to dismiss, alleging (1) failure to state a claim upon which any relief may be granted, (2) lack of personal jurisdiction, and (3) insufficiency of service. The insufficiency of service allegation has been abandoned. The Society filed a "Memorandum and Statement of Uncontroverted Facts in Support of Motion to Dismiss and Rule 80(a) Complaint," and a "Memorandum in Support of Memorandum." It then attached affidavits of two individuals. Woodsmall filed a resistance to the Society's motion, and he included an affidavit. After a hearing, the court granted the Society's motion to dismiss with prejudice on the ground that Woodsmall failed to state a claim upon which relief could be granted. It further determined there was no contract between Woodsmall and the Society. Woodsmall appeals.
II. SCOPE OF REVIEW.
We review the district court's ruling on a motion to dismiss for the correction of errors at law. Henry v. Shober, 566 N.W.2d 190, 191 (Iowa 1997). Review is closely circumscribed on appeal from dismissal for failure to state a claim. Holsapple v. McGrath, 521 N.W.2d 711, 712 (Iowa 1994). We must assess the petition in the light most favorable to the claimant and resolve all doubts and ambiguities in claimant's favor. Id. We look to the pleadings to determine if they were so deficient that the opposing party was deprived of notice of the claims made. Haupt v. Miller, 514 N.W.2d 905, 909 (Iowa 1994).
A motion to dismiss is generally based on the claim that the pleader has failed to state a claim upon which any relief may be granted. Iowa R.Civ.P. 1.421(1)( f). The thrust of the motion to dismiss is directed at the pleadings and, consequently, facts outside the pleadings will not generally be considered. Troester v. Sisters of Mercy Health Corp., 328 N.W.2d 308, 310 (Iowa 1982). There are limited situations in which a party may rely on facts outside the pleadings in support of a motion to dismiss, and then the proper procedure is to treat the motion as one for summary judgment. Id. at 311 (noting the motion to dismiss was not directed at deficiencies in the pleadings, but instead it was founded on facts that arose after the pleadings had been filed); see Tigges v. City of Ames, 356 N.W.2d 503, 510 (Iowa 1984) (stating that on the issue of subject matter jurisdiction, form must give way to substance, and a motion to dismiss may be treated as a motion for summary judgment). Cf. In re Marriage of Glade, 501 N.W.2d 563, 566 (Iowa Ct.App. 1993) (holding that where motion to dismiss alleges failure to state a cause of action, the motion should not be considered one for summary judgment, and the court did not consider the motion to dismiss as a motion for summary judgment). With these principles in mind, we turn to the record in this case.
III. MERITS.
In a breach-of-contract claim, the claimant must prove (1) the existence of a contract, (2) the terms and conditions of the contract, (3) he has performed all the terms and conditions required under the contract, (4) the defendant's breach of the contract in some particular way, and (5) damages as a result of the breach. Molo Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224 (Iowa 1998). We conclude Woodsmall has set forth the elements of a contract claim in his petition. His pleading alleged written, oral, and implied contracts between the parties. He set forth the terms and conditions of the contracts. Woodsmall also claimed he complied with all the contractual terms and conditions, and that the Society breached the contracts. He alleged damages resulting from said breach. Accordingly, we conclude the pleadings were not so deficient as to deprive the Society of notice of Counts I and II.
Woodsmall has failed to argue or to cite authority in support of whether the trial court erred in dismissing Count III, interference with prospective business advantage. We deem this issue waived, Iowa R.App.P. 6.14(1)( c), and thus we do not address it.
IV. CONCLUSION.
We have considered all the arguments raised by the parties. We determine the trial court erred in granting the Society's motion to dismiss for failure to state a claim with respect to Counts I and II. Thus, we reverse as to Counts I and II, and we affirm the dismissal as to Count III.