IN THE SUPREME COURT OF IOWA

No. 15–0806

Filed May 27, 2016

OYENS FEED & SUPPLY, INC.,

Appellant,

vs.

PRIMEBANK,

Appellee.

Certified questions of law from the United States District Court for 

the Northern District of Iowa, Donald E. O’Brien, United States Senior 

District Court Judge.

A federal district court certified two questions of law in a priority 

dispute between competing creditors of a bankrupt hog operation. 

CERTIFIED QUESTIONS ANSWERED.

Joel D. Vos and James W. Redmond of Heidman Law Firm, L.L.P., 

Sioux City, and A. Frank Baron of Baron, Sar, Goodwin, Gill & Lohr, 

Sioux City, for appellant.

Scott C. Sandberg and John O’Brien of Snell & Wilmer, L.L.P., 

Denver, Colorado, and Charles L. Smith and Nicole Hughes of Telpner, 

Peterson, Smith, Ruesch, Thomas & Simpson, L.L.P., Council Bluffs, for 

appellee.
2

Robert L. Hartwig, Johnston, for amicus curiae Iowa Bankers

Association.
3

HECHT, Justice.

Crooked Creek Corporation operated a farrow-to-finish hog facility 

where it bred gilts and sows and raised their litters for slaughter. See 

Ballard v. Amana Soc’y, Inc., 526 N.W.2d 558, 559 (Iowa 1995) (per 

curiam) (explaining the term “farrow-to-finish hog operation”); see also 

Iowa Code § 459.102(46) (2009) (defining “swine farrow-to-finish 

operation” for animal agriculture compliance purposes). After the 

company filed for bankruptcy, the hogs were sold, but the sale did not 

generate enough money to pay off competing liens asserted by two of 

Crooked Creek’s creditors—Oyens Feed & Supply, Inc. and Primebank. 

Today we determine the creditors’ relative priority in the remaining sales 

proceeds by answering two questions of law a federal district court 

certified to us. 

I. Background Facts and Proceedings.

This case is before us for a second time. See Oyens Feed & Supply, 

Inc. v. Primebank, 808 N.W.2d 186, 195 (Iowa 2011) (answering a 

previous certified question from the United States District Court for the 

Northern District of Iowa). Our previous decision sets forth the relevant 

facts:

This dispute between Oyens Feed and Primebank 

arises through Crooked Creek Corporation’s chapter 12 

bankruptcy in the United States Bankruptcy Court for the 

Northern District of Iowa. Crooked Creek is a farrow-tofinish hog producer located in Plymouth County, Iowa. Both 

Primebank and Oyens Feed claim liens on the proceeds of 

the sale of Crooked Creek’s hogs. Primebank had a perfected 

article 9 security interest in the hogs to secure two 

promissory notes predating Oyens Feed’s . . . section 

570A.5(3) agricultural supply dealer lien in the hogs. The 

proceeds from the sale of the approximately 7500 hogs are 

insufficient to satisfy both parties’ liens.
4

Id. at 187. Although the proceeds from the sale are insufficient to satisfy 

both parties’ liens, $342,371.78 remains in escrow pending our 

resolution of the parties’ competing claims.

Oyens Feed holds an agricultural supply dealer lien because it sold 

Crooked Creek feed “on credit . . . to fatten the hogs to market weight.” 

Id. Livestock feed is an agricultural supply, see Iowa Code § 570A.1(3), 

and “[a]n agricultural supply dealer who provides an agricultural supply 

to a farmer shall have an agricultural lien,” id. § 570A.3. In our 2011

decision, we concluded Oyens Feed was entitled to superpriority in at 

least some of the sales proceeds of Crooked Creek’s hogs even though it 

had not followed the statutory certified request procedure for notifying 

financial institutions of intent to provide a debtor with agricultural 

supplies on credit. Oyens Feed, 808 N.W.2d at 194–95. Because our 

decision did not resolve the amount of proceeds in which Oyens Feed had 

superpriority, the parties returned to the bankruptcy court for a trial to 

establish the extent of each party’s entitlement.

At trial, Oyens Feed claimed it was entitled to all of the escrowed 

funds because its agricultural supply dealer lien has superpriority over 

Primebank’s earlier perfected security interest. See Iowa Code 

§ 570A.5(3). However, Primebank contended Oyens Feed is not entitled 

to the entire escrow amount. 

First, Primebank asserted Oyens Feed had not properly perfected a 

lien for the entire amount of feed sold because it had not filed a financing 

statement “within thirty-one days after” each date Crooked Creek 

purchased feed. Id. § 570A.4(2); see id. § 570A.5 (granting priority to “an 

agricultural supply dealer lien that is perfected under section 570A.4”);

In re Shulista, 451 B.R. 867, 874 (Bankr. N.D. Iowa 2011) (“[S]uper 

priority is allowed . . . only insofar as the supply dealer has perfected its 
5

lien.”); James J. White & Robert S. Summers, Uniform Commercial Code

§ 21–8, at 738 (5th ed. 2000) [hereinafter White & Summers] (“[Article 9

of the Uniform Commercial Code] grants potential super priority only to a 

‘perfected agricultural lien.’ ”). Oyens Feed filed only two financing 

statements, one on May 28 and the other on August 14, 2009. Thus, 

Primebank contended Oyens Feed had only perfected its supply dealer 

lien for the thirty-one-day periods immediately preceding the filing of

each of its financing statements, meaning it only had priority in, at most, 

the amount of funds equaling the price of feed sold between April 27 and 

May 28 and between July 14 and August 14. 

Second, Primebank noted that under the statute, Oyens Feed only 

has priority “to the extent of the difference between the acquisition price 

of the livestock and the fair market value of the livestock at the time the 

lien attaches or the sale price of the livestock, whichever is greater.” 

Iowa Code § 570A.5(3); see Oyens Feed, 808 N.W.2d at 194. Although all 

of Crooked Creek’s pigs came from gilts and sows it raised from birth and

bred, Primebank asserted the acquisition price of the animals could not 

be zero because the acquisition price must include costs of feed, labor, 

transportation, facilities depreciation, utilities, and semen. As 

Primebank put it, “the pigs do not magically appear.”

The bankruptcy court concluded the plain meaning of section 

570A.4 creates a “discrete window of time,” beginning with the farmer’s 

purchase of feed and ending thirty-one days later, within which an 

agricultural supply dealer must file a financing statement to perfect its 

lien. Shulista, 451 B.R. at 876; accord In re Schley, 509 B.R. 901, 908 

(Bankr. N.D. Iowa 2014) (“[A]ny superpriority lien . . . would be limited 

under § 570A.4(2) to the 31 days before [the party asserting an

agricultural supply dealer lien] filed a financing statement.”); cf. Caster v. 
6

McClellan, 132 Iowa 502, 506–07, 109 N.W. 1020, 1021 (1906) (declining 

to “extend the force of the enactment beyond the field marked out by the 

language employed” because “[i]f . . . there should be an extension of the 

lien right, it is for the Legislature to make provision therefor in clear and 

unmistakable terms”). “If additional feed is sold after the . . . 31-day 

period, another financing statement must be filed within 31 days of sale 

to perfect the lien on that transaction.” Shulista, 451 B.R. at 877; see 

also In re Big Sky Farms Inc., 512 B.R. 212, 219–20 (Bankr. N.D. Iowa 

2014) (concluding Shulista remains good law after our previous Oyens 

Feed decision). Accordingly, the bankruptcy court concluded Oyens Feed 

had only perfected its lien as to amounts for feed delivered in the thirtyone days preceding the filing of each of its financing statements. See 

Schley, 509 B.R. at 908 (setting a maximum recovery under analogous 

circumstances of the “total amount of feed supplied during the 31 days 

prior to the first and second filings”). The court found Oyens Feed 

perfected its lien in $156,367.43 of the escrowed funds and the 

remainder of its lien was unsecured.

In reaching its decision on the extent of Oyens Feed’s lien in the 

escrowed funds, the bankruptcy court reasoned the acquisition price of 

the hogs was zero because Crooked Creek raised hogs from birth rather 

than purchasing them. The court concluded “the ‘purchase price’ 

comprises the vast majority, if not all of, the ‘acquisition price’ for . . . 

purposes of Iowa Code § 570A.5(3).” In adopting this formulation of 

“acquisition price,” the court rejected Primebank’s contention that 

acquisition price includes all expenses prorated per hog. Further, the 

court concluded that while chapter 570A imposes some important 

limitations on feed suppliers’ priority—for example, a thirty-one-day filing 

period—the legislature could not have intended to make feed suppliers 
7

engage in an elaborate accounting process to demonstrate the extent of 

their priority. Cf. Oyens Feed, 808 N.W.2d at 194 (declining to require 

feed suppliers to engage in an “impractical and cumbersome” certified 

request process because “[t]he legislature presumably sought to 

encourage a fluid feed market without burdening cooperatives and 

farmers”). The bankruptcy court awarded Oyens Feed $156,367.43 of 

the escrowed funds and awarded Primebank the remainder. 

Both parties appealed to the federal district court. See 28 U.S.C. 

§ 158(a)(1) (2012) (vesting federal district courts with jurisdiction to hear 

appeals from final judgments and orders in cases and proceedings 

referred to bankruptcy judges). Oyens Feed appealed the determination 

that chapter 570A requires agricultural supply dealers to file a new 

financing statement to perfect a lien for additional feed sold after filing 

the first financing statement. Primebank appealed the determination 

that the acquisition price for livestock born in Crooked Creek’s farrow-tofinish facility is zero. A federal magistrate recommended that the district 

court certify two questions of law to us. 

The United States District Court for the Northern District of Iowa 

adopted the magistrate’s recommendation and certified the following 

questions:

1. Pursuant to Iowa Code section 570A.4(2), is an 

agricultural supply dealer required to file a new financing 

statement every thirty-one (31) days in order to maintain 

perfection of its agricultural supply dealer’s lien as to feed 

supplied within the preceding thirty-one (31) day period?

2. Pursuant to Iowa Code section 570A.5(3), is the 

“acquisition price” zero when the livestock are born in the 

farmer’s facility?
8

II. The Parties’ Positions.

A. Oyens Feed. Oyens Feed asserts the answer to question one is 

“no” and the answer to question two is “yes.” It contends the word 

“within” in section 570A.4 is ambiguous and asserts we should resolve 

that ambiguity by holding once an agricultural supply dealer initially 

perfects its lien, the lien remains continuously perfected both as to the 

initial amount and as to any future amounts the feed supplier provides. 

Oyens Feed acknowledges the bankruptcy court reached a contrary 

conclusion in Shulista, but it asserts Shulista was wrongly decided. 

Oyens Feed’s quarrel with Shulista is multifaceted. First, it asserts 

Shulista ignores an express reference to prospective filing in the general 

provisions of chapter 554—Iowa’s version of the Uniform Commercial 

Code (UCC). See Iowa Code § 554.9308(2) (“An agricultural lien is 

perfected when it becomes effective if the applicable requirements are 

satisfied before the agricultural lien becomes effective.”). Second, Oyens 

Feed contends requiring a feed supplier to file serial financing statements 

is impractical and cumbersome, and we rejected an impractical and 

cumbersome process in our prior decision in this case. See Oyens Feed, 

808 N.W.2d at 194. But see Big Sky Farms, 512 B.R. at 220–21

(concluding the certified request process and the process of filing 

financing statements “are in fact very different” because a feed supplier 

filing a financing statement may act unilaterally).

Oyens Feed further contends Shulista wrongly attributed material 

significance to a 2003 amendment that removed forward-looking 

language from chapter 570A. See Shulista, 451 B.R. at 877; see also

2003 Iowa Acts ch. 82, § 5. Before the 2003 amendment, chapter 570A 

provided a method through which an agricultural supply dealer could 

perfect a lien for the amount of “the agricultural [supply] which has been 
9

or may be furnished.” Iowa Code § 570A.4(1)(b) (2001) (emphasis added). 

Oyens Feed points to the billbook explanation for the 2003 amendment, 

which states the amendment maintained agricultural liens’ priority 

status. S.F. 379, 80th G.A., 1st Sess. explanation (Iowa 2003); see 

Oyens Feed, 808 N.W.2d at 189 (referring to this explanation in tracing 

the history of chapter 570A). Asserting the bankruptcy court’s 

interpretation of current section 570A.4 diminishes the priority status of 

agricultural supply dealers’ liens by limiting the perfecting effect of a 

financing statement to a period of thirty-one days before filing, Oyens 

Feed contends the court misunderstood the legislative intent underlying 

the 2003 amendment.

Finally, Oyens Feed relies upon a 1945 probate case for a 

definition of “within” that suggests the word only sets an end date, not a 

start date, for determining whether a financing statement was timely 

filed. See Jensen v. Nelson, 236 Iowa 569, 572, 19 N.W.2d 596, 598 

(1945).

B. Primebank. Primebank asserts the answer to question one is 

“yes” and the answer to question two is “no.” On the first question, it 

contends the plain meaning of the phrase “within thirty-one days after” 

sets both a start and end date for the perfection period, and thus, there 

is no ambiguity and no need to delve into legislative history, apply rules 

of statutory construction, or interpret the word “within.” 

On the second question, Primebank contends the bankruptcy 

court erroneously ignored or diminished the significance of acquisition 

price in the agricultural lien scheme. Primebank distinguishes between 

the “purchase price” of Crooked Creek’s hogs, which it concedes is zero

under the circumstances presented here, and the “acquisition price,” the 

phrase in section 570A.5(3) (2009). In other words, Primebank asserts 
10

the word acquisition must mean something different from the word

purchase.

III. Power to Answer Certified Questions.

We may answer certified questions of law when a federal court or 

another state’s appellate court has before it a case in which questions of 

Iowa law may be determinative and the certifying court can find no 

controlling Iowa precedent. Iowa Code § 684A.1. As the bankruptcy 

court has noted, there is no controlling Iowa precedent on the questions 

presented in this case because we did not address the “within thirty-onedays” language of section 570A.4 in our prior Oyens Feed decision. Big 

Sky Farms, 512 B.R. at 219–20. Additionally, as before, the questions 

certified to us are “purely legal issue[s] on the interpretation of . . . Iowa 

statute[s] that will resolve the lien priority dispute.” Oyens Feed, 808 

N.W.2d at 188. “To resolve these issues, we are faced with the weighty 

task of determining the working relationship between . . . agricultural 

liens and Revised Article 9 of the UCC.” Stockman Bank of Mont. v. MonKota, Inc., 180 P.3d 1125, 1133 (Mont. 2008). Both parties urge us to 

answer the questions. Accordingly, we elect to do so. See Oyens Feed, 

808 N.W.2d at 188. 

IV. Analysis.

Oyens Feed holds an agricultural supply dealer lien—one of many 

types of agricultural liens that have caused “much confusion for those 

involved in agricultural financing.” Wyatt P. Peterson, Note, Revised 

Article 9 and Agricultural Liens: An Iowa Perspective, 8 Drake J. Agric. L. 

437, 447 (2003) [hereinafter Peterson]; see also Keith G. Meyer, A Garden 

Variety of UCC Issues Dealing with Agriculture, 58 U. Kan. L. Rev. 1119, 

1120 (2010) (“Producers, lenders, lawyers, and courts continue to 

grapple with problems connected with agriculture credit.”). Article 9 
11

security interests and agricultural liens are distinct devices protecting 

those who extend credit in different contexts. See Stockman Bank, 180 

P.3d at 1134. “A farm lender who acquires a ‘security interest’ through a 

‘security agreement’ . . . has a security interest, not an agricultural lien.” 

White & Summers § 21–8, at 737; accord In re Coastal Plains Pork, LLC, 

No. 09-08367-8-RDD, 2012 WL 6571102, at *9 n.15 (Bankr. E.D.N.C. 

Dec. 17, 2012) (applying Iowa Code chapter 570A and noting “the lien 

created is statutory, not consensual,” meaning “[n]o security agreement

is required”); Stockman Bank, 180 P.3d at 1134 (“Critical to an accurate 

reading of the agricultural lien provisions within Revised Article 9 is an 

understanding that agricultural liens are not security interests.”); see also 

Iowa Code § 554.9102(1)(e) (defining “agricultural lien” as an interest 

“other than a security interest”).

To answer the certified questions, we must interpret statutory 

provisions in Iowa Code chapter 570A. Our principles of statutory 

construction are well established:

When the plain language of a statute . . . is clear, we 

need not search for meaning beyond the statute’s express 

terms. We may presume the words contained within a 

statute have the meaning commonly attributed to them. We 

can resort to rules of statutory construction, however, when 

a statute’s meaning is ambiguous. “A statute is ambiguous 

if reasonable persons could disagree as to its meaning.”

Exceptional Persons, Inc. v. Iowa Dep’t of Human Servs., ___ N.W.2d ___, 

___ (Iowa 2016) (citations omitted) (quoting Remer v. Bd. of Med. Exam’rs, 

576 N.W.2d 598, 601 (Iowa 1998)).

A. Question One: Perfecting the Feed Supplier Lien. 

“[P]erfection is the process a creditor uses to establish its priority in 

relation to other creditors of the debtor in the same collateral by giving 

notice of its interest.” Stockman Bank, 180 P.3d at 1137. Iowa Code 
12

section 570A.4 sets forth the requirements for perfecting an agricultural 

supply dealer lien. The relevant provisions of section 570A.4 are as 

follows: 

Except as provided in this section, a financing 

statement filed to perfect an agricultural supply dealer lien 

shall be governed by chapter 554, article 9, part 5, in the 

same manner as any other financing statement.

1. The lien becomes effective at the time that the 

farmer purchases the agricultural supply.

2. In order to perfect the lien, the agricultural supply 

dealer must file a financing statement in the office of the 

secretary of state as provided in section 554.9308 within 

thirty-one days after the date that the farmer purchases the 

agricultural supply. . . . Filing a financing statement as 

provided in this subsection satisfies all requirements for 

perfection of an agricultural lien as provided in chapter 554, 

article 9.

Iowa Code § 570A.4.

Ambiguity arises “when reasonable persons could disagree as to [a 

statute’s] meaning. Naumann v. Iowa Prop. Assessment Appeal Bd., 791 

N.W.2d 258, 261 (Iowa 2010). As we recognized in Jensen, the word 

“within” “is fairly susceptible of different meanings.” Jensen, 236 Iowa at 

572, 19 N.W.2d at 598. Accordingly, we conclude section 570A.4(2) is 

ambiguous and proceed to apply our rules of statutory construction to 

resolve the ambiguity. 

1. Relationship between chapter 554 and chapter 570A. Oyens 

Feed contends section 570A.4’s express incorporation of section 

554.9308 compels the conclusion that it needed to file only one financing 

statement to perfect its lien for all of Crooked Creek’s feed purchases—

including those occurring after the first financing statement was filed on 

May 28, 2009. Section 554.9308(2) provides,

An agricultural lien is perfected if it has become effective and 

all of the applicable requirements for perfection in section 
13

554.9310 have been satisfied. An agricultural lien is 

perfected when it becomes effective if the applicable 

requirements are satisfied before the agricultural lien 

becomes effective.

Iowa Code § 554.9308(2). In turn, section 554.9310 simply states that, 

with some exceptions not applicable to agricultural liens, “a financing 

statement must be filed to perfect all security interests and agricultural 

liens.” Id. § 554.9310(1); see White & Summers § 21–8, at 738 (“With 

respect to perfection, section 9–310 makes no concessions to the 

agricultural lien.”). Thus, because chapter 554 contemplates agricultural 

liens that are perfected immediately when they become effective, and 

chapter 570A refers to that portion of chapter 554, Oyens Feed contends 

a single financing statement perfects an agricultural supply dealer’s lien 

for the value of any feed sold after the dealer files a financing statement. 

We disagree. 

Chapter 554 contains general provisions that act as default 

settings. But the legislature can supersede the general provisions with 

more specific guidelines or different rules in statutes with narrower 

scope—as it has in chapter 570A. See Iowa Code §§ 570A.4–.5 (applying 

some article 9 provisions to agricultural supply dealer liens “[e]xcept as 

provided in this section”). Commentators have noted that references to

agricultural liens within article 9 do not establish article 9 as the 

principal source of rules governing them. See Robert D’Agostino & Bruce 

Gordon Luna II, The U.C.C. and Perfection Issues Relating to Farm 

Products, 35 N. Ill. U. L. Rev. 169, 173 (2014) (“The governance and 

creation of agricultural liens . . . are still relegated to the related nonU.C.C. state statute that creates an agricultural lien.”); see also White & 

Summers § 21–8, at 738 (“[T]he agricultural lien has one foot in Article 9 

and one foot outside of it”). Instead, the reason for including agricultural 
14

liens among those that are perfected by filing a financing statement “was 

to eliminate secret liens by requiring a public filing.” Keith G. Meyer, A 

Potpourri of Article 9 Issues, 8 Drake J. Agric. L. 323, 333 (2003); see also 

Peterson, 8 Drake J. Agric. L. at 441–42 (noting the reason for including 

agricultural liens within article 9 was to eliminate uncertainty in lenders’ 

secured status). 

Thus, although chapter 570A incorporates some provisions of 

chapter 554, to the extent there is a conflict between them, chapter 570A 

prevails if it requires something more to perfect an agricultural supply 

dealer’s lien. See Iowa Code § 570A.4(2) (“Filing a financing statement as 

provided in this subsection satisfies all requirements for perfection of an 

agricultural lien as provided in chapter 554, article 9.” (Emphasis 

added.)); Shulista, 451 B.R. at 880 (giving chapter 570A’s terms “priority 

over the general UCC standards”); cf. Iowa Code § 554.9322(7) (“A 

perfected agricultural lien . . . has priority over a conflicting security 

interest in or agricultural lien on the same collateral if the statute 

creating the agricultural lien so provides.” (Emphasis added.)).

The language of section 570A.4 conflicts with the language of 

section 554.9308(2). Although section 570A.4(2) refers to the “perfected 

when effective” language of section 554.9308(2), that reference is followed 

by the limiting phrase requiring a supply dealer to file a financing 

statement “within thirty-one days after the date that the farmer 

purchases the agricultural supply.” Id. § 570A.4(2). We conclude the 

phrase “within thirty-one days after” creates a rule that is specific to 

agricultural supply dealer liens and that modifies the general agricultural 

lien rule. In other words, the phrase makes the second sentence of 

section 554.9308(2) inapplicable to agricultural supply dealer liens. 

Compare id., with id. § 554.9308(2). The context-specific rule defeats the 
15

general rule when a conflict arises. Id. § 4.7; Oyens Feed, 808 N.W.2d at 

194. 

2. Legislative history. Having clarified the relationship between 

Code chapters, we now turn to examine Oyens Feed’s assertion that the 

billbook explanation for the 2003 amendments to chapter 570A supports 

its position in this case. See Iowa Code § 4.6(3), (7) (permitting courts to 

consider “legislative history” and a statute’s “preamble or statement of 

policy” in resolving ambiguity). We conclude Oyens Feed’s reliance on

the explanation that states amendments to chapter 570A would 

“maintain” the prior law is misplaced. 

Removing potentially dispositive language from a statute through 

the amendment process is material even if the legislature does not 

expressly indicate that it is. See Orr v. Lewis Cent. Sch. Dist., 298 

N.W.2d 256, 260–61 (Iowa 1980) (concluding the legislature materially 

amended a statute despite no “indication that a substantive change in 

the law was intended” because it “removed the language which had been 

determinative” in a prior case). Here, the legislature clearly removed the 

phrase in the pre-2003 statute that authorized filings covering amounts 

for supplies that “may be furnished.” Compare Iowa Code § 570A.4(1)(b) 

(2001), with id. § 570A.4(2) (2009).

But even accepting as true Oyens Feed’s contention that the 

legislature intended the 2003 amendments merely to maintain the 

previous lien priority framework for agricultural supply dealers, the 

interpretation of section 570A.4 advanced by Oyens Feed is 

unpersuasive. Indeed, the interpretation advanced would in our view 

substantially expand the priority afforded such dealers under the pre2003 framework. Under Oyens Feed’s interpretation of the statute as 

amended, an agricultural supply dealer’s lien is transformed into a 
16

temporally unbounded and indefinite superpriority not only for a

farmer’s purchases of supplies from the dealer within thirty-one days 

before the dealer files a financing statement, but also for purchases made 

any time thereafter. 

Before the 2003 amendment of chapter 570A, agricultural supply 

dealers were not required to file financing statements to establish their 

liens. They were required instead to “file a verified lien statement” to 

perfect their liens. Iowa Code § 570A.4(1) (2001). All lien statements 

were required to include “[a]n itemized declaration of the . . . retail cost of 

the agricultural [supply] which has been or may be furnished” and note 

“[t]he last date through which the agricultural supply dealer . . . agreed 

to furnish agricultural” supplies. Id. § 570A.4(1)(b)–(c). Thus, 

agricultural supply dealers seeking superpriority over a previously 

perfected security interest, see id. § 570A.5(3), before the 2003 

amendment were required to disclose both the value and the clear 

temporal limits of their liens.

By contrast, a supply dealer filing a financing statement under 

current law need only disclose its own name, “the name of the debtor,” 

and a description of “the collateral covered by the financing statement.” 

Id. § 554.9502(1) (2009); see id. § 570A.4 (“[A] financing statement filed 

to perfect an agricultural supply dealer lien shall be governed by chapter 

554, article 9, part 5 . . . .”). Unlike the lien statements required before 

the 2003 amendment, financing statements required by current law do 

not disclose the amount of the claimed lien or the chronological period 

during which agricultural supplies were—or are in the future to be—sold. 

This significant change in the substance of the notice required of 

agricultural supply dealers is inconsistent with Oyens Feed’s assertion 

that the legislature intended the 2003 amendment merely to integrate 
17

chapter 554 and pre-2003 chapter 570A without making substantive 

changes—unless section 570A.4 as amended includes a filing 

requirement that maintains temporal and value limitations on supply 

dealers’ liens. Put another way, if we were to assume, as Oyens Feed 

urges, that the legislature intended the 2003 amendment would 

“maintain” the priority framework previously enjoyed by agricultural 

supply dealers, we conclude the assumption would augur in favor of 

Primebank’s interpretation of section 570A.4. See Iowa Code § 4.6(4) 

(permitting courts resolving statutory ambiguity to consider “former 

statutory provisions, including laws upon the same or similar subjects”).

“Chapter 570A is a compromise between the interests of 

agricultural supply dealers and financial institutions.” Thomas E. 

Salsbery & Gale E. Juhl, Chapter 570A Crop and Livestock Lien Law: A 

Panacea or Pandora’s Box, 34 Drake L. Rev. 361, 387 (1985) [hereinafter 

Salsbery & Juhl]; see also In re Crooked Creek Corp., 427 B.R. 500, 506 

(Bankr. N.D. Iowa 2010) (stating “the legislature tried to strike a balance 

among the various stakeholders,” protecting feed suppliers in some 

instances and financial institutions in others), overruled on other grounds 

by Oyens Feed, 808 N.W.2d at 195; Peterson, 8 Drake J. Agric. L. at 445 

(concluding the legislature intended to protect agricultural supply 

dealers but also enacted “more notice and filing requirements than had 

been previously required [for] agricultural liens”). We conclude the 

bankruptcy court’s decision in Shulista correctly balances this 

compromise. See Shulista, 451 B.R. at 876. In the agricultural supply 

dealer’s lien context, any increased burden arising from a requirement 

that agricultural supply dealers file serial financing statements is “fairly 

. . . considered as a reasonable exchange for the super-priority status the 

filing helps to acquire.” Id. at 881. 
18

3. The word “within.” As we have noted, Oyens Feed asserts the 

word “within” in section 570A.4 supports its contention that an 

agricultural supply dealer’s lien can be perfected by filing a financing 

statement either before or after a farmer purchases an agricultural 

supply so long as the filing occurs within thirty-one days after the initial 

purchase for which the lien is claimed. Although we do not resolve this 

case solely with “plain language” analysis, we conclude the sometimes 

elastic meaning of the word “within” would stretch beyond the breaking 

point if applied as Oyens Feed suggests. See Farmers Coop. Elevator Co. 

v. Union State Bank, 409 N.W.2d 178, 181 (Iowa 1987) (rejecting a 

creditor’s argument that, “although creative, stretches the [statutory] 

language . . . beyond our interpretation guideposts”).

In Jensen, we addressed a will’s charitable bequest of property to 

the county when the will specified the gift was to be made if the county 

built a new courthouse “within ten years after [the testator’s] death.” 

Jensen, 236 Iowa at 570, 19 N.W.2d at 597. The county in fact built a 

new courthouse, but it did so “between the making of the will and 

testator’s death.” Id. at 571, 19 N.W.2d at 597. The testator’s heirs 

contended the charitable bequest failed because the county had built the 

courthouse too early. See id.

We acknowledged the meaning of the word “within” was the “vital 

question.” Id. at 572, 19 N.W.2d at 598. We explored several definitions:

In fixing time, this word is fairly susceptible of different 

meanings. It may be taken to fix both the beginning and end 

of the period of time in which a specified act must be done. 

In this sense “within” means “during.”

However, “within” frequently means “not beyond, not 

later than, any time before, before the expiration of.” In this 

sense “within” fixes the end but not the beginning of a period 

of time. This meaning is neither unusual nor strained and is 

well recognized in law.
19

Id. (citation omitted). We chose to apply the latter meaning in Jensen

because courts favor charitable bequests and honoring the bequest

plainly carried out the testator’s intent. See id. at 571–72, 19 N.W.2d at 

598. Oyens Feed urges us to apply that meaning once again in this 

context. 

However, we recognized in Jensen that sometimes the word within 

“may be taken to fix both the beginning and end of the period of time.” 

Id. at 572, 19 N.W.2d at 598. Our decision in Johnson v. Brooks, 254 

Iowa 278, 286–87, 117 N.W.2d 457, 461–62 (1962), illustrates one 

example. In Johnson, the plaintiff mailed the defendant a notification of 

filing before actually filing their petition. Id. at 280, 117 N.W.2d at 458–

59. Yet the relevant statute required plaintiffs to send the notification 

“within ten days after” filing. Id. at 281–82, 117 N.W.2d at 459. The 

plaintiff served a second notification after filing the petition, but that 

notification was outside the prescribed limit of ten days. See id. at 280–

81, 117 N.W.2d at 458–59. The defendant raised a statute of limitations 

defense, contending the first notification was too early and the second 

was too late. Id. at 281, 117 N.W.2d at 459.

We agreed. We found no basis for holding that a notification “is 

sufficient if it states that a copy of the original notice will be filed . . . . If 

such was the intention of the legislature, it could have and would have 

so provided.” Id. at 284, 117 N.W.2d at 461. Although the plaintiff cited 

Jensen, we explained Jensen was not controlling because setting both a 

beginning and end of the temporal window for the timely filing of original 

notices was vital to protecting other parties under the circumstances. 

See id. at 286, 117 N.W.2d at 462 (“[A]s used in this statute, filing of the 

copy of the original notice is made a condition to the validity of the notice 

to defendant.”). We concluded,
20

The statute clearly requires the [plaintiff] to notify the 

defendants that the copy of the original notice has already 

been filed . . . , and from the time of that filing [plaintiff] had 

only ten days to properly notify the defendants. Thus we 

have a significant commencement date as well as terminus 

date fixed by the words of the statute, which is the polestar 

for its true meaning in such matters.

Id. at 286–87, 117 N.W.2d at 462. Our understanding of the word 

“within” in Johnson has persuasive force in this case as well. We 

conclude a feed supplier’s financing statement gives notice that the 

supplier’s lien has—not will—become effective. Cf. Lydick v. Smith, 266 

N.W.2d 208, 210 (Neb. 1978) (“[I]t is not . . . compliance with the statute 

to give notice of something which has not yet been done.”).

Furthermore, a meaning of “within” that fixes both the beginning 

and end of a period for filing agricultural supply dealer lien financing 

statements seems most appropriate when the language of section 570A.4 

is contrasted with other statutory language in chapter 554 governing

secured transactions in other contexts. Two provisions of chapter 554 

require action within a certain number of days after some event—but by 

necessity demarcate the event itself as a starting point. See Iowa Code 

§ 554.9317(5) (giving priority to a purchase-money security interest 

perfected with a financing statement filed “before or within twenty days 

after the debtor receives delivery of the collateral”); id. § 554.9507(3)(a) 

(providing a financing statement that becomes seriously misleading due 

to a debtor’s name change still perfects an interest “in collateral acquired 

by the debtor before, or within four months after, the change”).

These provisions from chapter 554 stand in stark contrast to the

phrase “within thirty-one days after the date that the farmer purchases 

the agricultural supply” in section 570A.4. In both section 554.9317(5)

and section 554.9507(3), the legislature used both the word “before” and 

the phrase “within . . . after.” This suggests only post-event occurrences 
21

take place within a certain amount of time after the event; if that were 

not the case, the word “before” would be superfluous. Put another way, 

these two provisions indicate the legislature knows how to include preevent occurrences when it wants to do so, and the word “within” does not 

alone effect such an inclusion. As we explained almost ninety years ago, 

when we interpret statutory language, even “indulgence in the doctrine of 

generous construction cannot be permitted to . . . extend[] the meaning 

of words so far that it amounts to the addition of new ones.” Peterson 

Co. v. Freeburn, 204 Iowa 644, 646, 215 N.W. 746, 748 (1927). Because 

section 570A.4 does not say “before or within thirty-one days after the 

date that the farmer purchases the agricultural supply,” we reject Oyens 

Feed’s contention that a financing statement filed under the section can 

perfect an agricultural supply lien for purchases of agricultural supplies 

occurring after the financing statement is filed.

4. Answer to question one. We answer “yes” to question one. We 

conclude an agricultural supply dealer’s financing statement cannot 

perfect a lien under section 570A.4 for quantities of feed sold on credit 

after the statement is filed. Instead, the agricultural supply dealer’s 

financing statement only perfects a lien for the feed purchases occurring 

during the thirty-one days preceding the filing of the financing 

statement.1 See Iowa Code § 570A.4(2). This interpretation of section 

570A.4(2) best accommodates the interrelationship between chapter 554 

and chapter 570A and the legislative compromise underlying the 2003 

amendments incorporating chapter 570A into article 9.

1We do not suggest every sale must generate a new financing statement. For 

example, a supply dealer who sells feed on credit every week—say, on May 1, 8, 15, 22, 

and 29—could perfect a lien as to all amounts sold in that month by filing a financing 

statement on the last day of the month.

 
22

B. Question Two: Acquisition Price. Section 570A.5(3) limits a 

feed supplier lien’s priority to “the difference between the acquisition 

price of the livestock and the fair market value of the livestock at the 

time the lien attaches or the sale price of the livestock, whichever is 

greater.” Iowa Code § 570A.5(3). Chapter 570A “provides no definition of 

the term acquisition price.” Coastal Plains Pork, 2012 WL 6571102, at *5 

(applying Iowa law). Commentators writing soon after the original 

enactment of chapter 570A suggested section 570A.5(3) “may cause 

consternation in the financial institution community” because “it appears 

that where there is existing livestock with no acquisition price, the 

secured creditor will stand behind a verified lien to the full extent of the 

value of the feed consumed.” Salsbery & Juhl, 34 Drake L. Rev. at 377–

78.

We agree with the commentators that section 570A.5(3) allows an 

agricultural supply dealer with a perfected lien on a farrow-to-finish 

producer’s herd to assert superpriority to the full extent of the value of 

feed purchased because we conclude animals born and raised in the 

farmer’s farrow-to-finish operation have no “acquisition price” as that 

term is used in section 570A.5(3). 

Primebank contends the legislature’s use of the term “acquisition” 

rather than the “purchase” or “sale” price means acquisition price 

necessarily includes a farmer’s overhead costs and costs of production 

such as transportation, labor, and semen. However, we conclude 

Primebank’s argument conflates acquisition price with acquisition cost. 

Cf. David Frisch, UCC Section 9-315: A Historical and Modern Perspective, 

70 Minn. L. Rev. 1, 55 (1985) (disputing that “cost was intended to mean 

acquisition price” because the UCC’s “drafters knew how to use the term 

price when they wished to do so”); William E. Hogan, Financing the 
23

Acquisition of New Goods Under the Uniform Commercial Code, 3 B.C. 

Indus. & Com. L. Rev. 115, 153 n.151 (1962) (noting the UCC generally 

does not define “costs,” but “an argument that the term includes more 

than acquisition price . . . may be made from the fact that elsewhere the 

Code uses terms clearly indicating ‘price’ ”). Furthermore, we conclude 

Primebank’s formulation of “acquisition price” would require detailed and 

elaborate recordkeeping and accounting of every conceivable cost—

including variable items like utility bills and facilities depreciation—

incurred by a farmer in raising a constantly changing group of animals 

and would frustrate the legislature’s intent “to encourage a fluid feed 

market without burdening cooperatives and farmers.” Oyens Feed, 808 

N.W.2d at 194.

Our resolution of this issue is also influenced by the notions that 

one can incur a cost unilaterally and that a price tends to involve two 

parties exchanging something. The Black’s Law Dictionary definition of 

“price” refers to a sales transaction and the amount of money that 

changes hands. Price, Black’s Law Dictionary (10th ed. 2014). The 

bankruptcy court here noted Crooked Creek’s pigs came into the farrowto-finish operation without a purchase, sale, or exchange.

The phrase “acquisition price” appears in one other chapter of the 

Iowa Code: chapter 6B, detailing the power of eminent domain. Section 

6B.59 provides that if an acquiring agency uses eminent domain power 

to acquire property and later sells that property “for more than the 

acquisition price paid to the landowner,” the agency must pay the 

landowner the difference between what it paid to acquire the land and 

what it received in the sale. Iowa Code § 6B.59. In the eminent domain 

context, the phrase “acquisition price” appears to refer only to the 

amount of money that exchanged hands, not that amount plus the 
24

acquiring agency’s other costs incurred for labor, inspectors’ services, 

surveyor fees, appraiser charges, and the like. We reach a similar 

conclusion with respect to the meaning of acquisition price in chapter 

570A.

Our conclusion does not write acquisition price out of the statute

or substitute the word “purchase” in place of “acquisition.” One can 

imagine a hypothetical transaction that does have an acquisition price

but no purchase price. In our hypothetical scenario, two farmers raise 

both cows and pigs, but each decides to focus prospectively on just one

or the other. One farmer trades his or her pigs for the other farmer’s 

cows, and vice versa. Neither farmer has purchased the other’s animals 

because no currency exchanged hands, but each farmer has acquired

new livestock. The acquisition price paid by each farmer could be 

established by proving the market value of the respective farmer’s 

animals at the time of the trade.

We answer “yes” to question two. Livestock born in Crooked 

Creek’s farrow-to-finish operation had a zero acquisition price for 

purposes of Iowa Code section 570A.5(3).

V. Conclusion.

We answer both certified questions in the affirmative. We return 

this case to the federal district court for further proceedings consistent 

with this opinion.

CERTIFIED QUESTIONS ANSWERED.