IN THE SUPREME COURT OF IOWA

No. 13–0496

Filed October 31, 2014

ALTA VISTA PROPERTIES, LLC,

Appellant,

vs.

MAUER VISION CENTER, PC,

Appellee.

On review from the Iowa Court of Appeals.

Appeal from the Iowa District Court for Black Hawk County, 

David F. Staudt, Judge.

A commercial landlord appeals a summary judgment ruling

interpreting the parties’ lease as prohibiting the landlord from showing 

the property to prospective purchasers until ninety days before the end 

of the lease term. DECISION OF COURT OF APPEALS VACATED; 

DISTRICT COURT JUDGMENT REVERSED AND CASE REMANDED 

WITH INSTRUCTIONS.

Corey R. Lorenzen and Kate B. Mitchell, Beecher, Field, Walker, 

Morris, Hoffman & Johnson, P.C., Waterloo, for appellant.

Diane Kutzko, Donald L. Johnson, and Scott M. Wadding, 

Shuttleworth & Ingersoll, PLC, Cedar Rapids, for appellee.
2

MANSFIELD, Justice.

This case requires us to interpret a commercial lease. Our task is 

to determine whether the landlord is authorized to enter the leased 

property to show it to potential buyers. The tenant argues that access is 

not permitted until ninety days before the end of the lease term. The 

tenant relies on a lease provision entitled “SIGNS,” which provides that 

the landlord may erect “For Rent” or “For Sale” signs during the last 

ninety days of the tenancy and that the tenant must permit prospective 

tenants or buyers to enter during that time. The tenant maintains this is 

the only time the landlord can access the property to show it to potential 

buyers.

The landlord disagrees. The landlord relies on lease provisions 

that make the tenant’s use of the premises “non-exclusive” and give the 

landlord the right to sell the property, mortgage it, or assign the lease 

interest at any time during the lease term. The landlord contends that 

the right to sell the property encompasses the right to show the property 

during the lease term at reasonable times to prospective buyers.

Upon our review, we agree with the landlord’s interpretation of the 

lease. Therefore, we vacate the decision of the court of appeals, reverse 

the judgment of the district court, and remand with instructions to the 

district court to enter summary judgment in favor of the landlord.

I. Background Facts and Proceedings.

On October 23, 2003, Mauer Vision Center, PC as tenant and I4NI, 

L.L.C. as landlord entered into a written lease for a building located at 

124 Second Street N.E. in Waverly, together with the use of the 

improvements thereon. The lease had a term of fifteen and one-half

years. The lease included the following provisions:
3

12. SIGNS.

A. Tenant shall have the right and privilege of attaching, 

affixing, painting or exhibiting signs on the Leased Premises,

provided only:

(1) Any and all signs shall comply with the 

ordinances of the [City of Waverly] and the laws 

of the State of Iowa;

(2) Such signs shall not change the structure of the 

building; and

(3) Such signs, if and when taken down, shall not 

damage the building.

B. Landlord, during the last ninety (90) days of this Lease, 

or any extension, shall have the right to maintain in the 

windows or on the building or on the premises a “For Rent” 

or “For Sale” sign, and Tenant will permit, at such time, 

prospective tenants or buyers to enter and examine the 

premises.

13. ASSIGNMENT AND SUBLETTING. Landlord may assign 

all or any part of its rights under this Lease to any grantee or 

mortgagee. . . . 

. . . .

18. COVENANT FOR QUIET ENJOYMENT. Landlord 

covenants that Landlord’s estate in said Premises is in fee 

simple; and that the Tenant on paying the rent herein 

reserved and performing all the agreements by the Tenant to 

be performed as provided in this Lease, shall and may 

peaceably have, hold and enjoy, the non-exclusive use of the 

Leased Premises for the term of this Lease.

19. RIGHT TO MORTGAGE. Landlord shall have the right to 

mortgage all of its right, title, and interest in said Premises 

at any time without notice, subject to this Lease.

. . . .

24. CHANGES TO BE IN WRITING. . . . This Lease contains 

the whole agreement of the parties.

. . . . 

27. RIGHT OF FIRST REFUSAL. In the event Landlord 

receives an offer to purchase the building that includes the 

Leased Premises during the term of this Lease or any 

renewal term which Landlord is willing to accept, Landlord 

shall first give notice of such offer to Tenant. Tenant shall 
4

have the right to elect to purchase the building that includes 

the Leased Premises on the same terms and conditions 

contained in such offer by giving written notice of its 

intention to exercise its right within five (5) days after receipt 

of written notice of such offer from Landlord. Tenant’s 

failure to give notice of its intention to exercise its right of 

first refusal within the five (5) day period shall cause this 

right of first refusal to lapse and Landlord shall then have 

the right to proceed to sell the building to the party which 

submitted the offer to purchase the same.

The lease also provided in paragraphs 5 and 7 respectively that the 

landlord had a right to regain possession on termination of the lease and,

during the lease term, the tenant and not the landlord was responsible 

for maintenance and repair of the building. Additionally, paragraph 16 

authorized the landlord to take possession of the premises in the event of 

certain defaults.

Dr. Richard Mauer was the president of Mauer and a member of 

I4NI at the time the lease was executed in 2003. He signed the lease for 

both entities.1

On June 15, 2006, I4NI transferred its interest in the lease to Alta 

Vista Properties, LLC. The parties agree that Alta Vista became Mauer’s 

landlord following the sale and assumed all the rights and 

responsibilities of the landlord under the lease. It is also undisputed 

that prior to the 2006 sale, I4NI had access to the premises to show it to 

prospective buyers, including Alta Vista.

In May 2012, Alta Vista became interested itself in selling the 

underlying real estate. Its representatives contacted representatives of 

Mauer, who refused to allow Alta Vista access to the building to show it 

to potential purchasers. On June 27, Alta Vista filed a petition for a 

declaratory judgment, seeking a ruling that it could have reasonable 

1Another individual also signed on behalf of I4NI as vice president.

 
5

access to the property to show it to prospective buyers. Mauer answered, 

disputing Alta Vista’s interpretation of the lease.

The parties both moved for summary judgment. Mauer relied on 

paragraph 12 of the lease. It said that this provision unambiguously 

limited the landlord’s access to the premises for purposes of showing it to 

potential buyers to the last ninety days of the lease term. Alta Vista, by 

contrast, argued that the lease taken as a whole—especially paragraphs 

13, 18, 19, and 27—gave it a reasonable right of access to show the 

premises to prospective buyers throughout the lease term.

The district court found the contract to be unambiguous and 

granted summary judgment to Mauer. The court reasoned,

In interpreting paragraph No. 12, the court finds no 

ambiguity to exist. . . . Paragraph 12(b) provides that the 

“tenant will permit prospective tenants or buyers to enter 

and examine the premises.” The time period allowed to 

permit entry relates back to the term “last 90 days of this 

lease.” Paragraph 12 provides a specific and determinative 

time, place, and setting that allows prospective buyers to 

view the property.

The court further views paragraph 18 as not 

ambiguous in nature. The portion of paragraph 18 cited by 

the plaintiff, “The nonexclusive use of the leased premises for 

the term of this lease” is not ambiguous. The term 

“nonexclusive use” may well be describing the effect of 

paragraph 12. The right of the landlord to show the property 

within the final 90 days of the lease term easily fits within a 

logical definition of “nonexclusive use.”

The court added,

The court does find the terms of the lease allowing the 

tenant the opportunity to prevent a landlord from allowing a 

[prospective] purchaser the opportunity to inspect the 

property to be rather onerous. However, the mere fact that a 

term to a commercial business lease is onerous does not 

make it ambiguous or unenforceable. It appears to the court 

that a standard lease term such as paragraph 12 entitled 

“signs” was inserted into this business lease that included 

an extremely lengthy lease term. In any event, sophisticated 

business entities such as Alta Vista may contract away any 
6

right or responsibility. . . . The court concludes that Mauer 

may exclude Alta Vista Properties . . . from showing the 

property until 90 days remain in the term of the lease.

Alta Vista appealed the ruling. We transferred the case to the 

court of appeals.

The court of appeals affirmed the district court’s grant of summary 

judgment in Mauer’s favor. It agreed with the district court that the 

lease unambiguously limits the landlord’s access to the property to show 

it to potential buyers to the last ninety days of the lease term.

We granted Alta Vista’s application for further review.

II. Standard of Review.

We review grants of summary judgment for correction of errors at 

law. Peak v. Adams, 799 N.W.2d 535, 542 (Iowa 2011). “Interpretation 

of a contract is a legal issue unless the interpretation of the contract 

depends on extrinsic evidence.” Pillsbury Co. v. Wells Dairy, Inc., 752 

N.W.2d 430, 435 (Iowa 2008); see also Hartig Drug Co. v. Hartig, 602 

N.W.2d 794, 797 (Iowa 1999) (“[W]hen no relevant extrinsic evidence 

exists, the resolution of any ambiguity in a written contract is a matter of 

law for the court.”).

III. Analysis.

This case requires us to determine whether the lease permits the 

lessor to enter the property at reasonable times to show it to prospective 

purchasers during the lease term. Mauer argues that because paragraph 

12 provides that “Tenant will permit, [during the last 90 days of the lease 

term], prospective tenants or buyers to enter and examine the premises,” 

it thereby denies access at other times. Alta Vista counters that 

paragraph 18 provides Mauer with only “non-exclusive use” of the 

premises, and paragraphs 13, 19, and 27 expressly give Alta Vista the 

rights to sell the property, mortgage the property, or assign the lease 
7

interest at any time—thus carrying along the right to show the property 

to such potential buyers or financiers.2

Because a lease is a contract, we apply ordinary contract principles

to determine its meaning and legal effect. See Walsh v. Nelson, 622 

N.W.2d 499, 503 (Iowa 2001). We thus consider the lease as a whole as 

well as any pertinent extrinsic evidence. See Fausel v. JRJ Enters., Inc., 

603 N.W.2d 612, 618 (Iowa 1999); Fashion Fabrics of Iowa, Inc. v. Retail 

Investors Corp., 266 N.W.2d 22, 26 (Iowa 1978).

“[A]ny determination of meaning or ambiguity should only be 

made in the light of relevant evidence of the situation and 

relations of the parties, the subject matter of the transaction, 

preliminary negotiations and statements made therein, 

usages of trade, and the course of dealing between the 

parties. But after the transaction has been shown in all its 

length and breadth, the words of an integrated agreement 

remain the most important evidence of intention.”

Pillsbury, 752 N.W.2d at 436 (quoting Fausel, 603 N.W.2d at 618)

(internal quotation marks omitted).

In this case, there is relatively little extrinsic evidence. We agree 

with Mauer that a conclusory sworn statement from a principal of I4NI

as to what was “understood” or “wanted” at the time the lease was signed 

brings little to the table. See Peak, 799 N.W.2d at 544 (declining to give 

weight to one party’s undisclosed unilateral intent); cf. Kroblin v. RDR 

2Mauer argues that Alta Vista did not preserve error on its contention that the 

lease terms by implication give Alta Vista a right of access to show the property at 

reasonable times to prospective purchasers. We disagree. In its petition, Alta Vista 

alleged that the “[l]ease infers a reasonable right of access to Alta Vista and/or Alta 

Vista’s agents to show Property to prospective buyer(s), in light of the explicit right given 

for Alta Vista to sell Property and assign Lease to such grantee.” Additionally, in its 

cross-motion for summary judgment, Alta Vista again urged, 

The explicit terms of the Lease, as well [as] what is necessarily 

implied from the terms of the Lease, show that I4NI and Mauer intended 

at the time the Lease was executed that the landlord be permitted access 

to the premises to show prospective buyers and mortgagees.

 
8

Motels, Inc., 347 N.W.2d 430, 432–33 (Iowa 1984) (authorizing 

consideration of written and oral communications between the parties as 

an aid to contract interpretation). However, the fact that Mauer

permitted I4NI to show the property to potential buyers before the 2006

sale to Alta Vista is some evidence of a relevant course of dealing. See

Restatement (Second) of Contracts § 202(5), at 86–87 (1981) (referring to 

the parties’ course of dealing as one interpretive tool). In any event, our 

primary focus will be on the language of the lease.

Several principles of interpretation are pertinent here. “[A]n 

interpretation which gives a reasonable, lawful, and effective meaning to 

all terms is preferred to an interpretation which leaves a part 

unreasonable, unlawful, or of no effect.” Fashion Fabrics, 266 N.W.2d at 

26 (citing Restatement (Second) of Contracts § 229 (Tentative Draft No.

1–7)). Additionally, a lease includes not only what is expressly stated by 

its terms but also what is necessarily implied to give effect to its express 

terms. See id. at 27 (“Contractual obligations may arise from implication 

as well as from the express writing of the parties.”). Courts imply 

contractual terms where the obligation “arise[s] from the language used 

or [is] indispensable to give effect to the intent of the parties.” Id.

Applying these principles here, we respectfully disagree with the 

district court’s and the court of appeals’ interpretation of the lease. In 

our view, paragraph 12 does not unambiguously bar the landlord’s 

access to the premises to show the property to potential buyers prior to 

the last ninety days of the lease term. True, it says the tenant must 

allow prospective tenants and buyers to enter and examine the premises 

during the last ninety days. Yet it does not say this is the only time they 

are permitted on the premises. Of course, we have the rule of contract 

interpretation that “expressio unius est exclusio alterius—‘[T]he 
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expression of one thing of a class implies the exclusion of others not 

expressed.’ ” Peak, 799 N.W.2d at 548 (quoting Maytag Co. v. Alward, 

253 Iowa 455, 460, 112 N.W.2d 654, 656 (1962)). But this is only one 

principle of interpretation, not necessarily a legal trump card.

Paragraph 12, as its heading indicates, deals primarily with the 

subject of “signs.” Several clauses in subparagraph A of that paragraph 

address the tenant’s right to put signs on the premises. Subparagraph B 

then confers on the landlord the right to put “For Rent” or “For Sale” 

signs on the premises during the last ninety days of the lease term, while 

requiring the tenant to permit prospective buyers or tenants to enter and 

examine the premises during that time. In context, one could conclude 

that subparagraph B is intended to address the landlord’s need to find a 

new occupant for the premises, either a lessee or a buyer, as the lease 

nears expiration. At the same time, one could conclude that the 

subparagraph is not intended to restrict the landlord’s ability to sell, 

finance, or refinance the property subject to the lease.

Moreover, paragraph 12 does not refer to the landlord’s ability to 

enter the building (conceivably with a prospective buyer in tow), but only 

to prospective tenants and buyers (potentially unaccompanied by the 

landlord) being able to enter and examine the premises. Once signs are 

displayed as permitted by paragraph 12, prospective tenants and buyers 

might see them and want to approach the tenant to look at the property,

even when the landlord or its representative is unavailable. Seemingly, 

paragraph 12 requires the tenant to admit them and thereby serves a 

significant purpose even if the landlord retains the right to show the 

property outside the ninety-day window.

The view that paragraph 12 is a relatively narrow provision dealing 

with marketing the property to new occupants during the final ninety 
10

days, as opposed to a broad ban on landlord access to show the 

underlying real estate to prospective buyers during the rest of the lease 

term, finds support in other lease provisions. Paragraph 18 states that 

Mauer’s use of the premises during the lease term is “non-exclusive.” 

While there are various ways of reconciling this provision with the rest of 

the lease, paragraph 18 undermines any presumption that Alta Vista can 

only enter the property when a paragraph of the lease expressly permits 

it to do so. Such a restriction on Alta Vista’s access would result in 

exclusive use for Mauer rather than the non-exclusive use described in 

paragraph 18.3

Moreover, as Alta Vista points out, paragraphs 19 and 27 give it 

the express right to sell and mortgage the underlying property (subject to 

the lease) during the lease term. Who would buy or finance something 

he or she could not look at? See Fashion Fabrics, 266 N.W.2d at 26 

(disfavoring lease interpretations that render a provision of “no effect”).

In addition, Mauer’s interpretation seemingly leads to an unfair

outcome. See id. at 26 (disfavoring interpretations that leave a part of 

the lease “unreasonable”). The inconvenience to Mauer if Alta Vista is 

allowed to show the property at a reasonable time to a prospective buyer 

is minimal. Yet the potential loss to Alta Vista if it cannot show the 

property is substantial: Alta Vista would likely be unable to sell the 

property to or finance the property with any bona fide third party. See 

Midwest Mgmt. Corp. v. Stephens, 291 N.W.2d 896, 913 (Iowa 1980) (“An 

3Notably, the district court’s interpretation of the “non-exclusive use” provision 

would make it redundant of paragraph 12, thereby violating the rule against 

interpreting contract provisions to have no independent effect. See Fashion Fabrics, 

266 N.W.2d at 26.

 
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agreement will not be given an interpretation which places one party at 

the mercy of another unless the contract clearly requires that result.”).

In effect, Mauer’s interpretation of the lease operates as a restraint 

on alienation. See Restatement (Second) of Prop.: Landlord & Tenant 

§ 15.1 & cmt. a, at 85–86 (1977) (noting “the undesirability of restraints 

on alienation” and indicating that a landlord’s interest in the leased 

property is “freely transferable, unless[] (1) a tenancy at will is involved;

(2) the lease requires significant personal services from either party and a 

transfer . . . would substantially impair the other party’s chances of 

obtaining those services; or (3) the parties . . . agree otherwise”).4

In sum, as we read the lease, the parties expressly contracted to 

limit the more intrusive aspects of advertising and resale to the last 

ninety days of the term, but the lease also allows Alta Vista to exhibit the 

building to prospective buyers of the underlying real estate at reasonable 

times outside that period. A sign advertising the property for sale could 

adversely affect Mauer’s business. Thus, paragraph 12 confines such 

signs to the final ninety days. But temporary, reasonable access to show 

the property to a potential buyer would not affect Mauer’s business and 

is a logical corollary to paragraphs 13, 19, and 27 of the lease.

It is true that the lease has a brief integration clause in paragraph 

24. That clause states, “This Lease contains the whole agreement of the 

parties.” Such clauses are “one factor we take into account in 

4Mauer further argues that paragraphs 5 and 16, authorizing Alta Vista to gain 

“possession” of the premises on the happening of certain events, impliedly foreclose Alta 

Vista from having access to the premises on other occasions. However, these provisions 

grant Alta Vista exclusive possession. We are talking here about something different—

temporary access. Mauer also invokes paragraph 7 concerning the duty of 

maintenance and repair, but again the issue here is a distinct one not related to 

maintenance or repair of the premises.

 
12

determining whether an agreement is fully integrated.” C & J Vantage 

Leasing Co. v. Wolfe, 795 N.W.2d 65, 85 (Iowa 2011). However, even if 

we assume the lease here is fully integrated, the present dispute is one of 

lease interpretation. See 5 Margaret N. Kniffin, Corbin on Contracts

§ 24.12, at 108 (Joseph M. Perillo, ed., rev. ed. 1998) (“[I]f the court seeks 

merely to interpret a contract term, which is to discern the meaning of a 

term already contained in the contract, the question of whether the 

parties intended their agreement to be integrated is not relevant.”). The 

issue, in other words, is how we should reconcile and give proper effect 

to arguably conflicting terms that (1) provide the tenant with “nonexclusive use” of the premises for the entire lease term, (2) require the 

tenant to allow access to prospective tenants and buyers during the last 

ninety days, and (3) authorize the landlord to sell or mortgage the 

premises or assign its lease interest at any time during the lease term.

Reading an existing contractual provision as having an essential 

corollary is different from adding a new implied term to a contract. The 

former is an interpretive exercise and is permissible even if the 

agreement is integrated. “An integrated contract can contain an implicit, 

unstated, but necessary term . . . .” Acoustic Processing Tech., Inc. v. 

KDH Elec. Sys. Inc., 697 F. Supp. 2d 146, 161 (D. Me. 2010). “The 

salutary purpose of [an integration clause] is to preclude consideration of 

matters extrinsic to the agreement. It is of no relevance if the promise, 

albeit imperfectly expressed, is implicit in the contract as written.” Havel 

v. Kelsey–Hayes Co., 445 N.Y.S.2d 333, 336 (App. Div. 1981); see also 

U.S. Gypsum Co. v. Schiavo Bros., Inc., 668 F.2d 172, 175 (3d Cir. 1981) 

(concluding that the presence of an integration clause did not negate any 

implied covenants contained in the lease agreement); Dorset Indus., Inc. 

v. Unified Grocers, Inc., 893 F. Supp. 2d 395, 407 (E.D.N.Y. 2012) (“While 
13

independent obligations beyond those stated in the contract will not be 

inferred, a plaintiff adequately states an implied covenant claim by 

alleging conduct that subverts the contract’s purpose without violating 

its express terms.” (Internal quotation marks omitted.)); Seashore 

Performing Arts Ctr., Inc. v. Town of Old Orchard Beach, 676 A.2d 482, 

484 (Me. 1996) (“Even an integrated contract, such as the purchase and 

sale agreement [here], may include an unwritten implied term.”).5

This principle is related to the implied duty of good faith and fair 

dealing, which inheres in all contracts and cannot be disclaimed through 

an integration clause or otherwise. See Fogel v. Trs. of Iowa Coll., 446 

N.W.2d 451, 456 (Iowa 1989) (noting that the duty is “recognized in all 

contracts”); Restatement (Second) of Contracts § 205, at 99 (1981)

(“Every contract imposes upon each party a duty of good faith and fair 

5We said in Fashion Fabrics that “an implied covenant cannot be found when the 

contract is fully integrated.” 266 N.W.2d at 28. We later quoted this statement in East 

Broadway Corp. v. Taco Bell Corp., 542 N.W.2d 816, 819 (Iowa 1996). We believe that 

as a categorical statement, this language may be too broad and inconsistent with the 

overall approach taken by the Second Restatement of Contracts. When a contract is 

integrated, terms may not be added to the contract, whether express or through a 

process of implication. See Restatement (Second) of Contracts § 212, at 125 (1981). 

However, even when a contract is integrated, its express terms may carry necessary 

implications, e.g., things that must be implied so a party does not lose the negotiated 

benefit of the express term. And even when a contract is integrated, a court may have 

to sort through and reconcile express terms that are seemingly inconsistent in order to 

determine the parties’ ultimate rights. Those are matters of interpretation that form the 

present dispute.

In Fashion Fabrics, the sublessee’s case for an implied covenant was weaker. 

The lease called for the sublessor to receive the greater of a flat rent or a percentage of 

the sublessee’s gross sales. 266 N.W.2d at 24. The sublessee sought to imply a 

covenant by the sublessor to continue operating its adjacent business. Id. at 26. In 

that situation, one could not say that the sublessor’s staying in business was necessary 

to give meaning to a provision in the sublease. The sublessee could operate its own 

business and make sales regardless. Hence, although we ultimately implied the 

covenant requested by the sublessee, we reasoned it made a difference whether the 

contract was integrated or not. Id. at 28–29. Here, the implied right to show the 

property is necessary to give effect to an express term authorizing sale. Additionally, in 

Fashion Fabrics there were no seemingly inconsistent provisions to reconcile.

 
14

dealing in its performance and its enforcement.”); see also Nw., Inc. v. 

Ginsberg, 572 U.S. __, __ & n.2 134 S. Ct. 1422, 1432 & n.2, 188 L. Ed. 

2d 538, 550 & n.2 (2014) (identifying ten jurisdictions that preclude a 

party from waiving the obligations of good faith and fair dealing). “ ‘The 

underlying principle is that there is an implied covenant that neither 

party will do anything which will have the effect of destroying or injuring 

the right of the other party to receive the fruits of the contract.’ ” Am.

Tower, L.P. v. Local TV Iowa, L.L.C., 809 N.W.2d 546, 550 (Iowa Ct. App. 

2011) (quoting 13 Richard A. Lord, Williston on Contracts § 38.15, at 437 

(4th ed. 2000)).

The Second Restatement of Contracts provides a helpful 

illustration: If A, the owner of a shopping center, were to lease part of the 

premises to B with the exclusive right to conduct a supermarket, it would 

be a breach of the implied duty of good faith and fair dealing for A to 

acquire the adjoining land and lease it to C to run a competing 

supermarket. Restatement (Second) of Contracts § 205, illus. 2, at 101. 

Although leasing the adjoining land to C would not literally violate the 

express terms of A’s lease with B, it would nevertheless constitute a 

breach of contract by implication for violating the obligation of good faith 

and fair dealing. See id. The point is: The express right to operate the 

only supermarket on the premises carries with it the implied right not to 

have the landlord go into competition next door.

The implied covenant of good faith and fair dealing, however, “does 

not give rise to new substantive terms that do not otherwise exist in the 

contract.” Bagelmann v. First Nat’l Bank, 823 N.W.2d 18, 34 (Iowa 2012) 

(internal quotation marks omitted). For example, in Bagelmann, we 

declined to find a breach of the implied good-faith-and-fair-dealing 

obligation when the mortgagee did not promptly provide the mortgagors 
15

with updated and more accurate flood zone information determinations. 

Id. at 22. The mortgage contained no promise the mortgagee would 

provide notification or otherwise guarantee the property’s flood hazard 

status and so we determined “any allegation of bad faith here lacks a 

contract term to which it can be attached.” Id. at 34.

The present case is analogous to the circumstances described

above in the Second Restatement of Contracts, and is distinguishable 

from Bagelmann. As in the Restatement example, the implied right in 

the present case follows logically from certain express terms of the 

agreement—i.e., the landlord’s right to sell or mortgage the property. 

And unlike in Bagelmann, the contract here contains an express term 

(the right to sell) to which the implied obligation (the right to show the 

property) can be attached. It would “destroy[] or injur[e] the right of [Alta 

Vista] to receive the fruits of the contract” if we were to decline to find an 

implied right to show the premises to prospective buyers. See Am.

Tower, 809 N.W.2d at 550.

Other courts have agreed that the right to sell property implicitly

includes the right to show it to prospective purchasers. See, e.g., 

Magliocco v. Olson, 762 P.2d 681, 685 (Colo. App. 1987) (holding the

landlord did not trespass when his agent entered the premises for the 

purpose of showing them to a potential tenant); Glenn v. Keyes, 154 P.2d 

642, 644 (Utah 1944) (stating a landlord has the right to show the 

premises to prospective buyers unless the landlord and tenant 

specifically agree to limit that right). In a case from the District of 

Columbia, a law gave the landlord the express right to sell the property. 

Nat’l Metro. Bank of Wash. v. Judge, 37 A.2d 446, 446–47 (D.C. 1944). 

The act did not explicitly grant a right to show the premises to 
16

prospective buyers, but the court nevertheless held the landlord should 

be able to do so:

We think it is beyond dispute that the tenant’s refusal 

to permit inspection seriously hampers sale of the 

property. . . . No argument is necessary to show that the 

great majority of prospective purchasers of improved real 

estate will not buy unless they are afforded a thorough 

inspection of the premises. . . .

. . . .

Our conclusion is that since the landlord has the right 

to sell and, because sale without inspection is impracticable 

and perhaps impossible, the right to sell includes the right to 

show the premises at reasonable times.

Id. at 447.

More recently, a California court framed a similar issue in terms of 

the balancing of tenants’ and landlords’ conflicting interests in rented

property. See Dromy v. Lukovsky, 161 Cal. Rptr. 3d 665, 669 (Ct. App. 

2013). It first recognized the importance of the tenant’s right to quiet 

enjoyment, but went on to explain that a landlord attempting to sell its

property also enjoyed a right worthy of protection:

[L]andlords have a strong interest in being able to sell their 

property if they choose to do so. The law generally favors 

free alienability of property. A landlord’s ability to sell his or 

her property may be negatively impacted if the landlord 

cannot exhibit the property to prospective buyers at 

reasonable times.

Id. at 669–70 (citations omitted).

The Uniform Residential Landlord and Tenant Act (URLTA), 

adopted in Iowa, also acknowledges the importance of the landlord’s 

ability to show property that he or she has the right to sell or finance. 

See Iowa Code § 562A.19(1) (2011). It provides, “The tenant shall not 

unreasonably withhold consent to the landlord to enter into the dwelling 

unit in order to . . . exhibit the dwelling unit to prospective or actual 
17

purchasers, mortgagees, [or] tenants . . . .” Id. Although the URLTA only 

governs residential leases, its underlying logic is no less applicable in a 

commercial context: Where a landlord has the right to sell the premises, 

he or she needs to be able to enter the property to show it to prospective 

purchasers. Without a clearer directive in the lease to the contrary, we 

should not read a commercial lease as denying this access to a landlord

who already possesses the underlying right to sell or mortgage the 

property.

In addition, courts have recognized a landlord’s right to show 

property to prospective tenants as well as prospective buyers. See, e.g., 

Eight W. Thirtieth St. Corp. v. Zelart Drug Co., 107 N.Y.S.2d 324, 324 

(Sup. Ct. 1951) (permitting a landlord to exhibit commercial property 

where a statute gave the landlord the right to seek a prospective tenant).

The Illinois Appellate Court held that a landlord had the 

reasonable right to show the premises to prospective tenants upon 

receiving notice that the current tenant was terminating his tenancy. 

Gronek v. Neuman, 201 N.E.2d 617, 618 (Ill. App. Ct. 1964). Because the 

lease apparently did not grant the landlord the right to re-let or sell the 

property at any time as does the lease here, the Gronek court limited the 

landlord’s right to show the property to the period after the tenant gave 

notice of his intent to vacate. See id. The court concluded the right to 

exhibit the property to potential tenants during this time was implicit in

the right to re-let the premises. See id. As the court put it,

We feel that the month’s notice the law requires would be a 

meaningless protection, in terms of the lessor, if it did not 

carry with it the right to reasonably exhibit the premises 

durin[g] that period. Were this not the case, the landlord 

would suffer a month’s loss in rental since no one would rent 

the property without the right to first examine the premises.

Id. The same principle applies in the present case.
18

For the foregoing reasons, we hold the lease gives Alta Vista the 

right to access the premises temporarily at reasonable times to show the 

property to prospective buyers.6 Because we have reached this 

conclusion without considering extrinsic evidence and the only available 

extrinsic evidence further supports Alta Vista’s interpretation, we can 

interpret the lease as a matter of law even though it is ambiguous. See 

Pillsbury Co., 752 N.W.2d at 435 (holding interpretation is a matter of law 

for the court when it does not depend on extrinsic evidence); Restatement 

(Second) of Contracts § 212, at 125 (indicating interpretation of an 

integrated agreement is a question of law unless it “depends on the 

credibility of extrinsic evidence or on a choice among reasonable 

inferences to be drawn from extrinsic evidence”). Accordingly, we reverse 

the district court’s judgment and remand the case with instructions to 

grant summary judgment in favor of Alta Vista. The decision of the court 

of appeals is vacated.

6We emphasize that access must be on reasonable terms so as not to interfere 

with Mauer’s rights of possession. The D.C. Municipal Court of Appeals recognized this 

principle when it stated, “The right of the landlord to show the premises must, of 

course, be exercised reasonably and in good faith and cannot be used to harass the 

tenant or unreasonably interfere with his enjoyment of possession.” Nat’l Metro. Bank 

of Wash., 37 A.2d at 447. The Gronek court stated that the landlord showing the 

property to prospective tenants did not breach the tenant’s right to enjoy the property 

when it was done at the tenant’s convenience. 201 N.E.2d at 618. Iowa’s URLTA 

requires the landlord to give “at least twenty-four hours’ notice . . . and enter only at 

reasonable times.” Iowa Code § 562A.19(3).

We agree that Alta Vista’s right to show the property to prospective purchasers 

should be exercised reasonably and with minimal interference with Mauer’s rights of 

possession and enjoyment of the property. In particular, because Mauer is a health 

care provider, the parties should work together to ensure that any showing of the 

property complies with the privacy provisions of the Health Insurance Portability and 

Accountability Act of 1996 (“HIPAA”). Pub. L. No. 104-191, 110 Stat. 1936 (1996) 

(codified as amended in scattered sections of 42 U.S.C.).

 
19

IV. Conclusion.

For the foregoing reasons, we reverse the summary judgment 

entered in favor of defendant Mauer Vision Center, PC and remand for 

the district court to enter summary judgment in favor of plaintiff Alta 

Vista Properties, LLC.

DECISION OF COURT OF APPEALS VACATED; DISTRICT 

COURT JUDGMENT REVERSED AND CASE REMANDED WITH 

INSTRUCTIONS.

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