IN THE SUPREME COURT OF IOWA 

No. 06–0557 

Filed December 12, 2008 

IN RE THE MARRIAGE OF RANDALL J. SHANKS 

AND TERESA E. SHANKS 

Upon the Petition of 

RANDALL J. SHANKS, 

 Appellant, 

And Concerning 

TERESA E. SHANKS, 

 Appellee. 

 On review from the Iowa Court of Appeals. 

 Appeal from the Iowa District Court for Pottawattamie County, 

Ronald H. Schechtman (validity of prenuptial agreement) and Joel E. 

Swanson (dissolution decree), Judges. 

 Spouse seeks further review of a decision of the court of appeals 

refusing to enforce a premarital agreement. COURT OF APPEALS 

DECISION VACATED; DISTRICT COURT JUDGMENT AFFIRMED IN 

PART AND REVERSED IN PART, AND CASE REMANDED WITH 

INSTRUCTIONS. 

 John M. French of Peters Law Firm, P.C., Council Bluffs, for 

appellant. 

James C. Hanks of Ahlers & Cooney, P.C., Des Moines, for 

appellee. 
2

HECHT, Justice. 

 This case provides the first occasion for this court to determine the 

validity of a premarital agreement under Iowa Code section 596.8. Upon 

further review of the court of appeals’ affirmance of the district court’s 

order denying a request for specific performance of a premarital 

agreement, we conclude the agreement was voluntarily executed, 

conscionable, and enforceable. Accordingly, we vacate the decision of the 

court of appeals, affirm in part and reverse in part the district court’s 

judgment, and remand this case for further proceedings. 

I. Background Facts and Proceedings. 

 Randall Shanks is an attorney with a successful personal injury 

and workers’ compensation practice in Council Bluffs. Teresa Shanks 

holds an associate degree in court reporting and a Bachelor of Science 

degree in marketing management. She has been employed in various 

roles, including a position in the marketing department of a casino, and 

employment as a bookkeeper, secretary, and office manager in Randall’s 

law office. 

Randall and Teresa were married in Jamaica on April 23, 1998. 

This was a second marriage for both parties. Randall had two children 

and Teresa had three children from prior marriages. While 

contemplating marriage, Randall and Teresa discussed Randall’s goal of 

preserving his current and future assets for his children in the event 

their marriage were to end by his death or a divorce. Randall suggested 

they enter a premarital agreement, and Teresa agreed, stating she was 

not marrying Randall for his money. 

In late March or early April 1998, Randall drafted a premarital 

agreement and presented it to Teresa by April 13, ten days before their 

wedding. The first draft proposed the parties would maintain separate 
3

ownership of their assets acquired before and during the marriage, and 

provided the parties did not intend to hold jointly-owned property except 

a marital home and a joint checking account. The draft included a 

mutual waiver of alimony and provided for the equitable division of only 

jointly-owned property in the event of a divorce. The draft further 

contemplated Randall would maintain $500,000 in life insurance 

coverage on his life, and name Teresa as the beneficiary. 

Upon receiving the draft, Teresa asked Randall several questions. 

He responded to them, but insisted Teresa should seek independent legal 

advice as to the meaning and legal effect of the proposed agreement. 

Teresa consulted a friend, who referred her to Edith Peebles, an attorney 

licensed only in Nebraska. Randall did not know Peebles, but when her 

office requested a copy of the draft, he revised the document to identify 

Peebles as the lawyer advising Teresa in the matter. 

Peebles requested Lisa Line, an associate in her law firm, review 

the draft on April 16. Line made several handwritten notations on the 

document, including an exclamation that the proposed agreement would 

force Teresa to “waive all rights as spouse!” in Randy’s pension assets. 

When Line realized the prenuptial agreement was between two Iowa 

residents who planned to reside in Iowa, she suggested Peebles should 

advise Teresa to have an Iowa-licensed attorney review the document. 

When they met on April 16, Peebles advised Teresa to seek Iowa-licensed 

counsel. Peebles’s firm charged ninety dollars for the legal services 

rendered to Teresa. 

After her meeting with Peebles on the 16th, Teresa returned the 

document to Randall and requested he make the changes and 
4

clarifications suggested in Line’s handwritten notes.1 She did not heed 

Peebles’s advice to seek Iowa counsel. Randall made some revisions, 

gave the new draft to Teresa, and again told her to review it with her 

lawyer.2 

Despite Randall’s urging that she have her lawyer review the 

revised draft, Teresa did not seek further counsel from Peebles or any 

other attorney.3 Randall attached to the revised agreement separate 

schedules listing the assets of each party, the parties signed the 

agreement on April 17, and they departed for Jamaica the next day. As 

we have already noted, Randall and Teresa were married in Jamaica on 

April 23, 1998. 

The marriage later failed, and Randall filed a petition requesting its 

dissolution on November 23, 2004. Randall sought, and Teresa opposed, 

enforcement of the premarital agreement. The district court bifurcated 

the trial, first taking up the question of the enforceability of the 

premarital agreement. After a trial of that matter, the court found 

 1Attorney Lines had written “must change” in the margin at paragraph 59 of the 

proposed agreement which identified Peebles as the attorney advising Teresa in 

connection with the premarital agreement. 

2Among the notable revisions were (1) an acknowledgement that Randall’s net 

worth “may increase as much as twenty-fold during the next twenty years,” rather than 

ten-fold in the coming decade as indicated in the first draft; (2) a disclosure that 

Randall’s law practice included “several significant negligence cases” that were expected 

to “provide him with fees in excess of $2 million dollars”; (3) inclusion of a more detailed 

version of a formula allocating between the parties the net value of the marital home in 

the event of a dissolution or the death of either party; and (4) the addition of a schedule 

controlling the division of the value of “property purchased by [the parties] after the 

marriage with funds earned after the marriage,” and allocating to Teresa 15% of such 

value after five years of marriage, 20% after ten years of marriage, 25% after fifteen 

years of marriage, and 30% after twenty years of marriage. These revisions authored by 

Randall responded to some, but certainly not all, of the comments and questions noted 

by Attorney Line on the first draft of the proposed agreement. Notably, the revised draft 

did not delete the name of Edith Peebles as the attorney advising Teresa in the matter. 

3Teresa chose not to seek counsel from the Iowa-licensed lawyer who 

represented her in her prior dissolution. 
5

Teresa’s execution of the agreement was involuntary, and therefore 

concluded the accord was unenforceable under Iowa Code section 

596.8(1) (providing a premarital agreement is not enforceable if the 

person against whom enforcement is sought proves the agreement was 

not executed voluntarily). 

Following a subsequent trial on property division, spousal support, 

and attorney fees, district court dissolved the parties’ marriage, divided 

the marital assets, and awarded Teresa spousal support for a term of 

only two months. The decree allocated to Teresa assets valued at 

$86,755 and ordered Randall to pay Teresa a total of $150,000 in three 

equal installments payable on April 1, 2006, September 1, 2006, and 

January 1, 2007. The decree made no award for attorney fees beyond 

the judgment entered earlier against Randall for temporary attorney fees. 

Randall appealed, challenging both the ruling denying his request 

for enforcement of the premarital agreement and the property division 

ordered in the dissolution decree. Teresa cross-appealed, claiming equity 

requires for her a more favorable property division, more substantial 

spousal support, and an additional award for attorney fees. The court of 

appeals affirmed the district court’s decisions in all respects. We granted 

further review to address the validity of the premarital agreement. 

II. Scope of Review. 

Citing our statement in In re Marriage of Spiegel, 553 N.W.2d 309, 

313 (Iowa 1996), that premarital agreements are construed in the same 

manner as ordinary contracts, the parties contend our review should be 

for errors of law as in other contract cases. There was some confusion in 

the district court as to whether the bifurcated trial on the enforceability 

of the parties’ premarital agreement should be heard in equity or at law. 

The trial court initially concluded the proceeding would be tried at law, 
6

and therefore ruled on objections lodged by the parties. At the beginning 

of the second day of the proceeding, however, the district court reversed 

course, having concluded that at least some of the issues under Iowa 

Code section 596.8 should be tried in equity. The district court therefore 

tried the remainder of the proceedings in equity, receiving the evidence 

subject to the parties’ objections. 

Dissolution proceedings are equitable actions, which we review de 

novo. Iowa R. App. P. 6.4. Although in Spiegel we noted premarital 

agreements are construed in the same manner as ordinary contracts, we 

exercised de novo review of the validity of the agreement at issue in that 

case. Spiegel, 553 N.W.2d at 316 (“On our de novo review we conclude 

Sara has not carried her burden to show the agreement is unfair.”). 

Thus, the general rule is that issues concerning the validity and 

construction of premarital agreements are equitable matters subject to 

our de novo review.4

The fact that, at the outset, the district court viewed the 

enforceability of the premarital agreement as a matter to be tried at law 

does not control the scope of our review. Although the court ruled on 

several objections during the first day of the trial, we conclude we will 

have no difficulty conducting de novo review of the record in this case. 

 4Randall cites Iowa Code section 596.9 for the proposition our review is for 

errors of law. This section provides “[i]n any action under this chapter to revoke or 

enforce a premarital agreement the issue of unconscionability shall be determined by 

the court as a matter of law.” Iowa Code § 596.9. We do not believe the legislature 

intended with this language to transform a trial in an otherwise equitable dissolution 

proceeding into one at law. A court sitting in equity is required to make all necessary 

factual and legal conclusions, and the requirement that the court determine 

unconscionability “as a matter of law” does not alter the trial court’s traditional role or 

our scope of review. Cf. Dennis I. Belcher & Laura O. Pomeroy, A Practitioner’s Guide 

for Negotiating, Drafting and Enforcing Premarital Agreements, 37 Real Prop. Prob. & Tr. 

J. 1, 14 (2002) (noting section 6(c) of the Uniform Premarital Agreement Act (1983) (after 

which section 596.9 is modeled) was included in the Uniform Act “because the 

determination of unconscionability by the court avoids a jury issue”). 
7

In only a few instances did the district court’s rulings exclude evidence, 

and in each of them we agree with the court’s ruling. As the court 

reserved ruling on objections after the first day of the trial, we shall 

review the entire matter de novo. Sille v. Shaffer, 297 N.W.2d 379, 381 

(Iowa 1980) (concluding claims of title by acquiescence, normally tried in 

equity, and adverse possession, normally tried in equity, would be 

reviewed de novo notwithstanding the district court’s rulings excluding 

certain evidence where we were able to review the rulings and agreed 

with them). We give weight to fact findings of the district court, 

particularly as to witness credibility, but are not bound by them. Iowa R. 

App. P. 6.14(6)(g). 

III. Discussion. 

In Iowa, premarital agreements executed on or after January 1, 

1992, are subject to the requirements of the Iowa Uniform Premarital 

Agreement Act (IUPAA), codified in Iowa Code chapter 596. Iowa Code 

§ 596.12. The IUPAA provides three independent bases for finding a 

premarital agreement unenforceable: 

A premarital agreement is not enforceable if the person 

against whom enforcement is sought proves any of the 

following: 

(1) The person did not execute the agreement voluntarily. 

(2) The agreement was unconscionable when it was 

executed. 

(3) Before the execution of the agreement the person was 

not provided a fair and reasonable disclosure of the 

property or financial obligations of the other spouse; 

and the person did not have, or reasonably could not 

have had, an adequate knowledge of the property or 

financial obligations of the other spouse. . . . 

Id. § 596.8. The IUPAA is modeled after the Uniform Premarital 

Agreement Act (UPAA), which was drafted by the National Conference of 
8

Commissioners on Uniform State Laws in 1983. See Unif. Premarital 

Agreement Act, 9B U.L.A. 369 (1983). A primary goal of the UPAA was to 

increase the certainty of enforceability of premarital agreements. See id. 

Prefatory Note at 369. In the absence of instructive Iowa legislative 

history, we look to the comments and statements of purpose contained in 

the Uniform Act to guide our interpretation of the comparable provisions 

of the IUPAA. 

A. Voluntariness. The district court found the premarital 

agreement in this case was not executed voluntarily because Randall, as 

an attorney, had substantially greater power under the circumstances 

and Teresa did not receive the advice of independent Iowa counsel. In 

making that finding, the district court relied on our decision in Spiegel, 

which established that waivers of rights in premarital agreements 

executed prior to the adoption of the IUPAA are not enforceable if they 

were not “knowing and voluntary.” Spiegel, 553 N.W.2d at 315. In 

Spiegel, we undertook a “procedural fairness” analysis to determine 

whether the agreement was “fairly, freely and understandingly entered 

into” by the parties. Id. 

 While broad notions of procedural fairness were relevant to our 

determination of voluntariness challenges to premarital agreements 

executed prior to January 1, 1992, the IUPAA has significantly altered 

and clarified the voluntariness inquiry for agreements executed after that 

date. In contrast to the “knowing and voluntary” test of “procedural 

fairness” applied in Spiegel, section 596.8(1) requires only that the 

agreement be executed voluntarily.5 Neither the IUPAA nor the UPAA 

 5Although we conclude section 596.8’s “voluntariness” requirement does not 

incorporate the concept of “knowing” execution, this concept is not irrelevant to the 

determination of enforceability of a premarital agreement under the IUPAA. As we 

discuss below, under the IUPAA a party’s knowing and understanding execution of a 

premarital agreement is a factor in the procedural unconscionability determination. 
9

defines the term “voluntarily.” Black’s Law Dictionary defines 

“voluntarily” as “[i]ntentionally; without coercion.” Black’s Law 

Dictionary 1605 (8th ed. 2004). In Spiegel, we intimated that a 

voluntarily executed premarital agreement was one free from duress and 

undue influence. Spiegel, 553 N.W.2d at 317 (“As we discuss more fully 

below in the divisions dealing with duress and undue influence, Sara 

signed the agreement voluntarily, albeit reluctantly.”). We believe this is 

the appropriate formulation of the voluntariness inquiry under IUPAA as 

well. We therefore hold proof of duress or undue influence is required 

under section 596.8(1) to establish a premarital agreement was 

involuntarily executed. 

Teresa testified she executed the agreement voluntarily. Upon our 

de novo review, we conclude Teresa failed to establish duress or undue 

influence. 

 1. Duress. There are two essential elements to a claim of 

duress in the execution of a contract: (1) one party issues a wrongful or 

unlawful threat and (2) the other party had no reasonable alternative to 

entering the contract. Spiegel, 553 N.W.2d at 318 (citing Turner v. Low 

Rent Hous. Agency, 387 N.W.2d 596, 598 (Iowa 1986); In re C.K., 315 

N.W.2d 37, 43–44 (Iowa 1982)). Here, Randall informed Teresa he would 

not get married again without a premarital agreement. We rejected the 

argument that such an ultimatum was wrongful or unlawful in Spiegel. 

Additionally, similar to the bride-to-be in Spiegel, Teresa had the 

reasonable alternative of cancelling the wedding in the face of such a 

threat. These facts fall far short of a showing of duress sufficient to 

support a finding that Teresa involuntarily executed the agreement. 

2. Undue influence. We stated the standard for undue 

influence in Spiegel: 
10

Undue influence is influence that deprives one person of his 

or her freedom of choice and substitutes the will of another 

in its place. “[M]ere importunity that does not go to the 

extent of controlling the will of the grantor does not establish 

undue influence.” Freedom from undue influence is 

presumed. 

Spiegel, 553 N.W.2d at 318 (citations omitted). The district court found 

Randall’s position as a lawyer, and his status as Teresa’s fiancée and 

employer, put Randall in such a position of power over Teresa that she 

was willing to put her full faith in his judgment in drafting the 

agreement. Despite the potential for abuse inherent in the parties’ 

complex relationship, we find the evidence presented was insufficient to 

establish undue influence. Although Teresa testified that Randall subtly 

encouraged her not to take the second draft to an attorney, the district 

court found this testimony incredible. We credit the district court’s 

credibility determination and find Randall encouraged Teresa to seek the 

advice of counsel as to both drafts of the agreement. The facts presented 

here simply do not demonstrate the “improper or wrongful constraint, 

machination, or urgency of persuasion” required for a finding of undue 

influence. Stetzel, 174 N.W.2d at 443. We are not persuaded that 

Randall’s will was substituted for Teresa’s own judgment in deciding to 

sign the agreement. Spiegel, 553 N.W.2d at 319. 

Having found the premarital agreement was not a product of 

duress or undue influence, we conclude Teresa has failed to prove she 

executed the agreement involuntarily. We next consider whether the 

agreement is unconscionable and therefore unenforceable. 

B. Unconscionability. While the IUPAA largely adopts the 

provisions of the UPAA verbatim, section 596.8(1) of the IUPAA differs 

from the UPAA in two important particulars. First, the UPAA allows a 

party to modify or eliminate spousal support in a premarital agreement, 
11

as long as the modification or elimination does not cause the other party 

to be eligible for public assistance at the time of enforcement. Unif. 

Premarital Agreement Act § 6(a)(2), 9B U.L.A. at 376. The IUPAA, on the 

other hand, prohibits premarital agreements from adversely affecting 

spousal support. Iowa Code § 596.5(2). Thus, the district court correctly 

concluded the purported alimony waiver in this premarital agreement is 

invalid and unenforceable.6

Second, under UPAA section 6(a)(2), a court may not consider the 

alleged unconscionability of the agreement unless it first finds there was 

no fair and reasonable financial disclosure, voluntary waiver of such 

disclosure, and the challenging party did not have, or reasonably could 

not have had an adequate knowledge of the other party’s property and 

financial obligations. Unif. Premarital Agreement Act § 6(a)(2), 9B U.L.A. 

at 376. As noted by the Supreme Court of California, section 6 of the 

UPAA was intended to 

enhance the enforceability of premarital agreements and to 

convey the sense that an agreement voluntarily entered into 

would be enforced without regard to the apparent unfairness 

of its terms, as long as the objecting party knew or should 

have known of the other party’s assets, or voluntarily had 

waived disclosure. 

In re Marriage of Bonds, 5 P.3d 815, 824 (Cal. 2000) (citing National 

Conference of Commissioners on Uniform State Laws, Proceedings in 

Committee of the Whole, Unif. Premarital Agreement Act (July 23–26, 

1983) at 49–97). 

In contrast to the UPAA approach, unconscionability alone is 

sufficient to render a premarital agreement unenforceable under the 

 6As our disposition of this appeal includes a reversal and a remand to the 

district court for the enforcement of the parties’ premarital agreement, the district court 

shall revisit the subject of spousal support and enter an appropriate order under the 

circumstances. 
12

IUPAA, notwithstanding fair and reasonable financial disclosure. Iowa 

Code § 596.8(2). By bifurcating the unconscionability and disclosure 

considerations, we believe the Iowa General Assembly rejected the choice 

made by the UPAA’s drafters to permit challenges based on 

unconscionability only if appropriate financial disclosures are not made 

and the other spouse lacked such knowledge. Under the IUPAA, courts 

may address unconscionability claims whether or not appropriate 

financial disclosures are made. One commentator has described Iowa’s 

modification of the UPAA’s enforcement provision as being a “less 

rigorous” approach to enforceability of premarital agreements. Barbara 

Ann Atwood, Ten Years Later: Lingering Concerns About the Uniform 

Premarital Agreement Act, 19 J. Legis. 127, 154 n.130 (1993). While 

section 596.8(2) grants Iowa courts somewhat greater latitude to conduct 

a “fairness review” of a premarital agreement than the UPAA, we believe 

the review contemplated by section 596.8(2) is not as searching as that 

performed by the district court in this case. Review of premarital 

agreements for “unconscionability” is substantially more circumscribed 

than review for mere inequity. 

Neither the IUPAA nor the UPAA attempts to define 

“unconscionability” in the context of premarital agreements. The 

comment to UPAA section 6 indicates the concept is patterned after 

section 306 of the Uniform Marriage and Divorce Act (UMDA), which 

states: 

. . . The standard of unconscionability is used in commercial 

law, where its meaning includes protection against onesidedness, oppression, or unfair surprise, and in contract 

law. . . . In the context of negotiations between spouses as 

to the financial incidents of their marriage, the standard 

includes protection against overreaching, concealment of 

assets, and sharp dealing not consistent with the obligations 

of marital partners to deal fairly with each other. 
13

In order to determine whether the agreement is 

unconscionable, the court may look to the economic 

circumstances of the parties resulting from the agreement, 

and any other relevant evidence such as the conditions 

under which the agreement was made, including the 

knowledge of the other party. . . . 

Unif. Marriage & Divorce Act § 306, Comm’r Note (1973) (citations 

omitted). The UPAA and IUPAA narrow the temporal focus of the 

unconscionability analysis to the time “when [the agreement] was 

executed.” See Unif. Premarital Agreement Act § 6(a)(2), 9B U.L.A. at 

376; Iowa Code § 596.8(2). 

In the commercial context, we have noted a “bargain is said to be 

unconscionable at law if it is ‘such as no man in his senses and not 

under delusion would make on the one hand, and as no honest and fair 

man would accept on the other.’ ” Casey v. Lupkes, 286 N.W.2d 204, 

207 (Iowa 1979) (citing Hume v. United States, 132 U.S. 406, 411, 10 

S. Ct. 134, 136, 33 L. Ed. 393, 396 (1889)). Neither this court nor the 

legislature has attempted to precisely define the term “unconscionable” 

in the context of commercial contracts. Smith v. Harrison, 325 N.W.2d 

92, 94 (Iowa 1982) (citing 15 S. Williston, A Treatise on the Law of 

Contracts § 1763A (3d ed. W. Jaeger 1972)). In considering claims of 

contractual unconscionability, we examine the factors of “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). It is not sufficient that a party made an imprudent 

bargain: 

People should be entitled to contract on their own terms 

without the indulgence of paternalism by courts in the 

alleviation of one side or another from the effects of a bad 

bargain. Also, they should be permitted to enter into 

contracts that actually may be unreasonable or which may 

lead to hardship on one side. It is only where it turns out 

that one side or the other is to be penalized by the 
14

enforcement of the terms of a contract so unconscionable 

that no decent, fair-minded person would view the ensuing 

result without being possessed of a profound sense of 

injustice, that equity will deny the use of its good offices in 

the enforcement of such unconscionability. 

Smith, 325 N.W.2d at 94 (citing Carlson v. Hamilton, 332 P.2d 989, 990–

91 (Utah 1958)). The Restatement (Second) of Contracts provides further 

explanation of the concept of unconscionability: 

A bargain is not unconscionable merely because the parties 

to it are unequal in bargaining position, nor even because 

the inequality results in an allocation of risks to the weaker 

party. But gross inequality of bargaining power, together with 

terms unreasonably favorable to the stronger party, may 

confirm indications that the transaction involved elements of 

deception or compulsion, or may show that the weaker party 

had no meaningful choice, no real alternative, or did not in 

fact assent or appear to assent to the unfair terms. Factors 

which may contribute to a finding of unconscionability in the 

bargaining process include the following: belief by the 

stronger party that there is no reasonable probability that 

the weaker party will fully perform the contract; knowledge 

of the stronger party that the weaker party will be unable to 

receive substantial benefits from the contract; knowledge of 

the stronger party that the weaker party is unable 

reasonably to protect his interests by reason of physical or 

mental infirmities, ignorance, illiteracy or inability to 

understand the language of the agreement, or similar 

factors. 

Restatement (Second) of Contracts § 208 cmt. d (1981) (emphasis added); 

accord C & J Fertilizer, Inc., 227 N.W.2d at 180 (quoting similar language 

from Restatement (Second) of Contracts § 234 cmt. d (Student Ed., 

Tentative Drafts Nos. 1–7, 1973)). 

The concept of unconscionability includes both procedural and 

substantive elements. C & J Fertilizer, Inc., 227 N.W.2d at 181; accord

Rite Color Chem. Co. v. Velvet Textile Co., 411 S.E.2d 645, 648–49 (N.C. 

Ct. App. 1992). Procedural unconscionability generally involves 

employment of “sharp practices[,] the use of fine print and convoluted 

language,” as well as “a lack of understanding and an inequality of 
15

bargaining power.” Rite Color Chem. Co., 411 S.E.2d at 648. A 

substantive unconscionability analysis focuses on the “harsh, 

oppressive, and one-sided terms” of a contract. Id. 

Although we have not adopted a precise definition of 

“unconscionability,” the foregoing discussion illustrates the concept is 

not a means by which a party may escape the requirements of an 

unfavorable contract after experiencing buyer’s remorse. Thus, absent 

an unconscionable bargaining process, a court should be hesitant to 

impose its own after-the-fact morality judgment on the terms of a 

voluntarily executed premarital agreement. 

Before examining the procedural circumstances surrounding the 

execution of the agreement at issue in this case, we first look to whether 

the terms of the agreement are so harsh or oppressive “such as no 

[person] in [their] senses and not under delusion would make” such a 

bargain. Casey, 286 N.W.2d at 207. 

1. Substantive unconscionability. At the outset, we 

acknowledge premarital agreements are typically financially one-sided in 

order to protect the assets of one prospective spouse. Courts must resist 

the temptation to view disparity between the parties’ financial 

circumstances as requiring a finding of substantive unconscionability. 

Spiegel, 553 N.W.2d at 316 (noting this court’s refusal to interfere with 

the parties’ freedom of contract by declaring a one-sided premarital 

agreement void per se); accord Adams v. Adams, 603 S.E.2d 273, 275 

(Ga. 2004) (“That the antenuptial agreement may have perpetuated the 

already existing disparity between the parties’ estates does not in and of 

itself render the agreement unconscionable when, as here, there was full 

and fair disclosure of the assets of the parties prior to the execution of 

the agreement, and Wife entered into the agreement fully, voluntarily, 
16

and with full understanding of its terms after being offered the 

opportunity to consult with independent counsel.”). As in our prechapter 596 jurisprudence, the focus of the substantive 

unconscionability analysis is upon whether “the provisions of the 

contract are mutual or the division of property is consistent with the 

financial condition of the parties at the time of execution.” Spiegel, 553 

N.W.2d at 316. 

The district court found the agreement executed by Randall and 

Teresa was not substantively unconscionable. We agree. Most, but not 

all, of the provisions of the agreement are mutual in scope. The 

agreement basically sought to maintain the parties’ premarital assets as 

separate property and to perpetuate their premarital financial conditions 

throughout the marriage. The parties agreed to maintain separate 

property during the marriage, with the exceptions of a marital home and 

a joint checking account. Any property acquired by either party in their 

sole name during the marriage was to remain separate property. The 

parties’ earnings during the marriage were to remain separate, except to 

the extent they were deposited in the joint checking account. 

The agreement specifically provides for the allocation of any jointlyowned property in the event of a dissolution. The accord dictates such 

property will be allocated between the parties in different percentages 

depending on the nature of the property and the length of the marriage. 

As we have noted, the marital home was among the assets the parties 

expected to own jointly.7 The agreement establishes a formula to allocate 

 7The record discloses the real estate which became the marital home was owned 

by Randall at the time of the marriage. We understand the title to that asset remained 

in Randall’s name at the time of the trial of this matter. The premarital agreement 

contains no express provision requiring the marital home to be titled in both parties’ 

names. The district court declined to enforce the premarital agreement, and therefore 

made no attempt to allocate the value of this asset. As our decision remands this case 
17

eighty percent of the net value of the home to Randall and the remaining 

twenty percent to Teresa in the event of a dissolution.8 Other property 

purchased with marital funds is to be distributed consistent with a 

schedule that is based on the duration of the marriage (e.g., Teresa 

would receive fifteen percent of such property after five years, twenty 

percent after ten years, and thirty percent after twenty years). While 

these provisions clearly contemplated the allocation of a greater portion 

of the marital assets to Randall than Teresa, we believe they were at least 

consistent with the parties’ financial conditions at the time of the 

marriage, and were not so oppressive to Teresa as to justify a finding of 

unconscionability. 

Additionally, although Teresa unilaterally waived any marital 

interest in certain assets (such as Randall’s retirement assets), she also 

derived some potential benefits under the agreement. First, she received 

a potential benefit under the provision that required her to provide as 

little as six percent of the total initial investment in the home, but 

entitled her to receive twenty percent of any net proceeds in the event of 

a dissolution. The agreement also required Randall to purchase and 

maintain $500,000 of life insurance, with Teresa named as beneficiary 

______________________________ 

for enforcement of the agreement, the district court shall adjudicate any dispute as to 

the parties’ respective legal and equitable interests in the real estate or in the proceeds 

from its sale under the agreement. 

8

This allocation specifically applies only to that portion of the value, if any, of the 

home in excess of each party’s contribution to the cost of the construction of the home. 

Prior to the marriage, Randall invested more than $100,000 in the construction of the 

home. The premarital agreement expressly contemplated that Randall would invest up 

to $150,000 of additional funds and Teresa would contribute $15,000 from the sale of 

her premarital home to complete the initial improvements and financing on the 

structure. In the event of a dissolution, the premarital agreement provided the parties 

would first recoup these initial financial investments in the construction and financing 

of the home before the allocation to the parties of any excess value. Teresa also 

committed in the premarital agreement to pay $500 a month as her share of the home 

mortgage payments. 
18

during the marriage. Finally, although she waived any right to Randall’s 

estate including the elective share of a surviving spouse, the premarital 

agreement provided that upon Randall’s death during the marriage, 

Teresa would be involved in the wind-up of Randall’s law practice, and 

she would receive a percentage of the value of the practice at the time of 

its liquidation. Because the agreement contemplated leaving both parties 

substantially in the same financial condition as they were before the 

marriage, included primarily mutual covenants and obligations, and 

provided for some potential financial benefits to Teresa, we conclude the 

agreement was not unduly harsh or oppressive, and therefore was not 

substantively unconscionable. 

2. Procedural unconscionability. As previously noted, the 

primary focus of the procedural unconscionability inquiry is the 

advantaged party’s exploitation of the disadvantaged party’s lack of 

understanding or unequal bargaining power. Courts have found the 

following factors, among others, are relevant to procedural 

unconscionability: the disadvantaged party’s opportunity to seek 

independent counsel, Friezo v. Friezo, 914 A.2d 533, 551–57 (Conn. 

2007); the relative sophistication of the parties in legal and financial 

matters, id. at 555–57; the temporal proximity between the introduction 

of the premarital agreement and the wedding date, Lutgert v. Lutgert, 338 

So. 2d 1111, 1114–16 (Fla. Dist. Ct. App. 1976); the use of highly 

technical or confusing language or fine print, Rite Color Chem. Co., 411 

S.E.2d at 648; and the use of fraudulent or deceptive practices to 

procure the disadvantaged party’s assent to the agreement, Marsh v. 

Marsh, 949 S.W.2d 734, 741 (Tex. Ct. App. 1997). 

In holding the agreement procedurally unconscionable, the district 

court stressed the fact that Randall is an attorney and therefore was in a 
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vastly superior bargaining position to Teresa. It appears the district 

court believed there are no circumstances under which an attorney could 

enter into an enforceable premarital agreement with a spouse who is not 

represented by independent legal counsel. Although any doubt as to the 

conscionability of the agreement at issue in this case could have likely 

been avoided if both parties had been represented by competent Iowalicensed counsel, we conclude such legal representation is not a 

condition of enforceability under section 596.8(2). While Randall 

certainly had greater inherent bargaining power as both the party whose 

assets were primarily protected by the agreement and as an attorney, he 

twice insisted Teresa should seek the advice of counsel in connection 

with the agreement. Attorney Peebles also urged Teresa to do so. The 

anti-paternalistic notions underlying the IUPAA lead us to conclude 

Teresa’s decision to forego her opportunity to seek further legal advice 

after her conference with attorney Peebles is a choice that emasculates 

her unconscionability claim. Equitable principles will not permit a party 

to eschew an opportunity to consult counsel as to the legal effect of a 

proposed contract, execute the contract, and then challenge the 

enforceability of the agreement on the ground she did not have adequate 

legal advice. 

Temporal considerations can in some instances support a finding 

of unconscionability. Although Randall presented the agreement only 

ten days before the wedding date, Teresa had sufficient time to consider 

the implications of the agreement and an opportunity to seek advice of 

counsel. Indeed, Teresa actually sought, and to some extent received, 

legal advice from Edith Peebles as to the implications of the first draft of 

the agreement. Despite Randall’s urging, she unilaterally declined to 

seek additional advice on the revised draft. 
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The district court found Teresa is not an unsophisticated party: 

Teresa is an intelligent lady. She knew the blight caused by 

divorce as she had experienced it. She was a college 

graduate with extraordinarily good marks. Teresa was a 

court reporter by training and conversant with legalese. She 

had been a paralegal. Though she had not been exposed to 

the subject of premarital agreements, she was familiar with 

people contracting, waiving, and releasing their rights, 

particularly in the bodily injury field. 

Teresa’s failure to obtain legal counsel was a product of her own refusal 

to do so despite serial encouragements from both Randall and attorney 

Peebles. Teresa’s failure to heed the recommendations of others to 

consult counsel was not a result of impropriety on Randall’s part, and 

does not weigh in favor of a finding of unconscionability. See In re 

Marriage of Pownall, 5 P.3d 911, 915 (Ariz. Ct. App. 2001) (“[Wife] should 

not be permitted to decline the opportunity to protect herself then later 

claim that the parties were not on equal bargaining terms. Nor was it 

Husband’s attorney’s duty to explain the nature or value of the rights 

Wife was relinquishing. He explained that he was not her attorney and 

that he represented only Husband’s interest.”). 

Finally, Randall communicated to Teresa his desire for a 

premarital agreement to protect his assets for his children. Teresa 

responded that she was not marrying Randall for his money, and acted 

accordingly by acquiescing, without thorough investigation or objection, 

to a premarital agreement that facilitated her marriage. Teresa’s words 

and actions demonstrate she placed higher value on marriage and 

Randall’s companionship than the opportunity for greater financial 

security. “Buyer’s remorse” will not excuse Teresa’s voluntary 

relinquishment of her marital property rights. 

Although Randall’s vastly superior legal knowledge and stronger 

financial position posed a danger that such advantages would be abused, 
21

we find no abuse occurred in this case. Randall insisted that Teresa 

consult her own counsel. Although she ultimately chose not to seek the 

advice of a lawyer licensed to practice law in the state of Iowa, we cannot 

say this choice or her assent to the premarital agreement were the 

products of any unconscionable conduct or tactic of Randall. We find 

Teresa has failed to demonstrate the agreement was unconscionable. 

C. Financial Disclosure. When the parties executed the 

agreement, schedules listing the parties’ respective assets and their 

approximate value were attached. Teresa nonetheless contends the 

agreement is unenforceable under Iowa Code section 596.8(3) because 

Randall failed to provide her with fair and reasonable disclosure of his 

property and financial obligations. The district court rejected this 

assertion, finding Teresa was sufficiently knowledgeable about Randall’s 

financial circumstances to satisfy the IUPAA. We agree. Section 596.8(3) 

requires only “fair and reasonable” disclosure, or that the party could 

have had “adequate knowledge” of the other party’s property and 

financial obligations. This statutory standard is consistent with Iowa law 

extant at the time of the adoption of the IUPAA. See Spiegel, 553 N.W.2d 

at 317 (“We have never required that a party have precise valuations of 

the other’s assets; a general knowledge of the true nature and extent of 

the other’s properties is sufficient.”). In addition to the knowledge she 

derived from the property schedules attached to the agreement, Teresa 

learned generally of Randall’s properties and his earning capacity 

through her employment as Randall’s paralegal and secretary. 

Teresa contends Randall’s disclosure was inadequate because she 

was not provided full access to his personal bank account and pension 

information. Section 596.8(3) does not impose such an exacting 

standard. We agree with the district court that Randall’s financial 
22

disclosure was fair and reasonable and that Teresa had sufficient 

knowledge of Randall’s financial situation to understand the 

consequences of her waiver of a marital interest in Randall’s property. 

IV. Conclusion. 

Teresa has failed to carry her burden to prove the premarital 

agreement is unenforceable under Iowa Code section 596.8. Accordingly, 

we vacate the decision of the court of appeals, affirm the dissolution of 

the parties’ marriage, reverse the district court’s order denying 

enforcement of the premarital agreement, and remand this case for 

further proceedings consistent with this opinion. 

COURT OF APPEALS DECISION VACATED; DISTRICT COURT 

JUDGMENT AFFIRMED IN PART AND REVERSED IN PART, AND 

CASE REMANDED WITH INSTRUCTIONS. 

All justices concur except Baker, J., who takes no part.