IN THE COURT OF APPEALS OF IOWA
No. 15

- 1746 Filed July 27, 2016

BRIAN LIPHARDT AND TRACY LIPHARDT , Plaintiff

- Appell ants ,
vs. SCOTT RYAN SHAW, Individually, and INFINITY CONSTRUCTION, a sole proprietorship , Defendant

- Appell ees

.

________________________________________________________________ Appeal from the Iowa District Court for Clinton County, Mark J. Smith , Judge.

H omeowners appeal the district court’s dismissal of their breach of
contract claim. AFFIRMED.

David M. Pillers of Pillers and Richmond , Clinton , for appellant s

. Scott Ryan Shaw , DeWitt , appellee pro se

.

Considered by Danilson, C.J., and Vaitheswaran and Tabor, JJ.2

TABOR, Judge. Brian and Tracy Liphardt hired Scott Shaw, owner and sole proprietor of Infinity Construction, to renovate their home. After various problems throughout the construction, the Liphardts sued Shaw and his company 1 for breach of
contract and unjust enrichment. 2 On appeal, the Liphardts claim the district court erred in finding no written contract existed and also claim the court should have ruled Shaw was unjustly enriched. Because substantial evidence exists to
sustain the district court’s contract finding and because the Liphardts failed to preserve error on their unjust enrichment claim , we affirm.
I. Fact s and Prior Proceedings Expecting their fifth child, the Liphardts wanted to convert their existing garage into two bedrooms, an office , and a bathroom; build a new garage ; and make other improvements to their home. In October 2012, t hey communicated their goals to Shaw, who was Brian’s friend and distant cousin

. In the words of
the district court: “ As is true in a lot of situations inv olving tentative agreements between friends and relatives, the parties entered into a vague proposal that involved the remodeling of an existing garage and the construction of another
garage. ” Shaw provided the Liphardts with a document that the Liphardts later called a “contract” and the district court eventually characterized as a “tentative bid” to cover “some of the items the Liphardts wanted to be done.” Th e form

—

1 For convenience, we will refer to both Shaw , individually , and his company as “Shaw.” 2 T he Liphardts raised a negligence claim in their petition , but the district court did not rule on the basis of negligence , and the Liphardts do not argue that issue on appeal. Therefore, we do not address t he negligence claim

.3

on Shaw’s letterhead

— was entitled “Remodel and garage addition” and started off with Bri an’ s contact information. The first page of the four

- page document included a left

- hand column listing supplies and tasks for the construction project and a right

- hand column listing the estimated costs. On the first page of the form, Tracy jotted a hand written edit showing an increase d cost estimate to roof
the addition on the house. The second page was entitled , “ PROJECT: Brian’s
material list , ” and categorized how much of various supplies such as siding, house wrap , and facia would be needed for the p roject. T he third page had pre

printed lines for the customers and the contractor to sign and date, but the lines were left blank. The fourth page was headed Brian’s “list of materials to purchase” and itemized the tub, sink, mirrors, fans, doors, lighting , and cabinetry

. The total cost estimate was $45,520. As construction began in the fall of 2012 , it became apparent the parties ha rbore d different understandings o f Shaw’s role in the project. The L iphardts purchased all the materials for the project and directly paid the roofer and
excavator

— tasks they claim in the suit were Shaw’s responsibility. Shaw did the plumbing, heating, ductwork , and electric al installations

. The Liphardts knew Shaw was not licensed to perform those tasks, nor was he a licensed contractor

. The Liphardts paid Shaw $7,500 in three payments. In January 2013 , the Liphardts began paying Shaw’s employees directly. According to the Liphardts , they told Shaw several of the ta sks remained incomplete or had flaws , but Shaw failed to address their concerns

. Shaw stopped coming to the site in April 2013. T he Liphardts hire d other workers to complete the projects , and some of the construction remain ed incomplete.4
In July 2014 , the Liphardts filed a petition alleging they entered into a contract with Shaw and Shaw breached that contract by performing defective work and failing to complete the project

. In August 2014, Shaw filed a counterclaim, alleging the Liphardts failed to compensate him fully for his work before he left the project. Following a bench trial in September 2015, the district court found, “[a ] fter work ceased, Shaw was not aware of any defective workmanship alleged by [the Liphardts].” Rather, the first notice Shaw received “was when he was served with this lawsuit.” The court branded the alleged contract as “tentative agreements between friends and relatives,” a “vague proposal,” and a “tentative bid.” The court ruled the Liphardts “ failed to prove a specific contract agreemen t ”
existed. 3 The Liphardts now appeal that decision. The court also dismissed Shaw’s counterclaim for failure of proof , but Shaw did not file a cross appeal. Shaw also did not file an appellee’s brief.
II. Scope and Standard of Review An action for a money judgment based on breach of contract is at law. See Quigley v. Wilson , 474 N.W.2d 277, 279 (Iowa Ct. App. 1991). Our review, accordingly, is for correction of errors at law. Iowa R. Civ. P. 6.907. If supported by substantial evidence, “[ t ] he district court’s findings of fact have the effect of a special verdict ” and are binding on us

. NevadaCare, Inc. v.

3 The court also ruled it was “unable to determine whether the oral agreement was breached.” On appeal, the Liphardts allege “the parties entered into a specific contract” as shown by “their e xhibit one ”

— Shaw’s form

. They also note Shaw drafted the contract “on a form that he normally uses this very document as a contract for his customers.” But on appeal t he Liphardts do not challenge the court’s failure to find the existence of an oral cont ract . Thus, we confine our analysis to whether substantial evidence supports the court’s findings as to a written contract.5

Dep’t of Human Servs., 783 N.W.2d 459, 465 (Iowa 2010). “ We construe the district court's findings broadly and liberally. ” Hawkeye Land Co. v. Iowa Power
& Light Co ., 497 N.W.2d 480, 483 (Iowa Ct. App. 1993) . If we perceive ambiguity in the record, “ we construe the findings to uphold, rather than defeat, the dist rict court’ s judgment. ” Id.
III. Analysis
A. Breach of Contract The Liphardts challenge the district court’s ruling that they failed to prove the existence of a written contract with Shaw. The Liphardts claim the document on Shaw’s letterhead should be considered to be a contract because it was written on the form Shaw commonly used for construction contracts , its essential terms were reasonably certain , and the parties demonstrated their mutual agreement to the form by their subsequent actions. A party seeking to recover on a contract term has the burden to prove the contract’s existence. Anderson v. Douglas & Lomason Co. , 540 N.W.2d 277 , 283 (Iowa 1995). The contract ’s terms must be sufficiently definite to allow the
court to determine the conditions of performance and the duties of the parties. Royal Indem. Co. v. Factory Mut. Ins. Co. , 786 N.W.2d 839, 846 (Iowa 2010). The parties must reach a meeting of the minds, expressing mutual assent to the material terms. Schaer v. Webster Cty. , 644 N.W.2d 327, 338 (Iowa 2002). Iowa
court s appl y an objective standard to determine whether mutual assent existed by considering the language used, the situation and surrounding circumstances, and the inferences reachable by reasonable person s

. Royal Indem. Co., 786 N.W.2d at 846; McCarter v. Uban , 166 N.W.2d 910, 913 (Iowa 1969). A contract6

may be formed even without the parties’ signatures , so long as the parties manifest mutual assent

. Serv. Emp s

. Int’l v. Cedar Rapids Cm ty . Sch. Dist. , 222
N.W.2 d 403, 407 (Iowa 1974).
The district court concluded Shaw’s form listing estimated costs of the project supplies and labor was not sufficiently definite to determine the conditions of performance and what , if any, terms were breached. We find s ubstan tial evidence in the record supporting the district court’s conclusions. The document prepared by Shaw included no narrative to assign specific responsibilities to any party. “ It is axiomatic that understandable or ascertainable terms are necessary ingr edients for an enforceable contract. ” Air Host Cedar Rapids, Inc. v. Cedar Rapids Airport Comm ’ n , 464 N.W.2d 450, 453 (Iowa 1990)

. The uncertain responsibilities were reflected in Tracy’s testimony. She told the court that “initially the price was supp osed to include materials, but we ended up purchasing the materials ourselves.” Brian agreed the responsibility for purchasing the building supplies shift ed from the homeowners ’ original intent after reading Shaw’s cost estimates. 4 In its ruling, the court noted the alleged contract “was not followed from the beginning since the plaintiffs agreed to pay for the materials themselves to save money.”

4 Brian Liphardt testified:

Q. So why did you end up buying the materials? A. Because he showed up on a Sunday and said, “Let’s go.” . . . I said, “All right.” So he took my truck, my trailer, went to Menards, and we were going through all of it and getting everything, and towards the end . . . he goes, “Well, why don’t you just use your card to pay; you could save some money.” “I guess, fine.” Q. Was that originally your intent that you were going to . . . A. “Not at all.”7 Shaw testified the document he provided the Liphardts was “an estimate as to what [he] thought it would co st.” Shaw emphasized he did not purchase any of the materials for the project and did not pay any of the subcontractors; the Liphardts paid all of those costs directly. Shaw told the court: “I had no problem with that. They didn’t seem to have a problem with that.” While the document drafted by Shaw attempted to incorporate the scope of the remodeling project, it was not an exhaustive list. T he Liphardts testif ied they considered additional tasks not included on the form as part of the project.
While Shaw did work on some of the listed tasks, it is not clear from the form that
he alone was responsible for their completion. While Shaw and the Liphardts may have reached a “ tentative ” agreement regarding the remodeling project , substantial evidence supports the district court’s finding the Liphardts failed to show a meeting of the minds. See Schaer , 644 N.W. 2d at 338

. W e affirm the district court’s decision on th e contract issue

. 5
B. Unjust Enrichment The Liphardts claim the “district court erred in not holding [Shaw] had been unjustly enriched.” Issues must both be raised and decided by the district court before we will consider them on appeal. Meier , 641 N.W.2d at 538. When an issue is raised by a party , but the district court fails to provide a ruling, the

5 Within the breach of contract claim on appeal, th e Liphardts contend Shaw breached both an implied warranty that his work would be done in a workmanlike manner and an implied warranty of fitness for a particular purpose. The Liphardts failed to raise the i mplied warranty claims in dependent of the breach of contract claim in their petition , and the district court did not rule on either implied warranty claim. Therefore, we d o not consider these causes of action on ap peal

. Meier v. Senecaut , 641 N.W.2d 532, 538 (Iowa 2002).8

party raising the issue must “file a motion requesting a ruling in order to preserve error for appeal.” Id. In this case, the district court did not address the unjust
enrichment claim

. Thereafter, t he Liphardts did not file a motion seeking an expanded ruling. See Iowa R. Civ. P. 1.904(2). Accordingly, the Liphardts failed
to preserve the issue for our review

. AFFIRMED.