IN THE COURT OF APPEALS OF IOWA

No. 21-0893

Filed June 29, 2022

MILTNER INSURANCE SERVICES, LLC,

Plaintiff-Appellant,

vs.

CASEY M. ROBERTS,

Defendant-Appellee.

________________________________________________________________

Appeal from the Iowa District Court for Adams County, Bradley McCall, 

Judge.

An employer appeals a district court decision denying its breach-of-contract 

claim. REVERSED AND REMANDED.

Robert J. Engler of Cambridge Law Firm, P.L.C., Atlantic, for appellant.

Matthew M. Sahag of Dickey, Campbell & Sahag Law Firm, PLC, Des 

Moines, for appellee.

Considered by May, P.J., and Schumacher and Badding, JJ.
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BADDING, Judge.

An employee signed a non-piracy agreement requiring her to return all 

confidential documents to her employer upon her termination. But after she quit 

her job, the employee kept an electronic copy of the employer’s client list and then 

opened a competing business just down the street. The employer sued for breach 

of contract. On the claim relevant to this appeal, the district court found the 

employee’s “mere possession” of the client list after her termination was not a 

breach of the non-piracy agreement. Because we conclude mere possession was 

a breach, we reverse and remand. 

I. Background Facts and Proceedings

Casey Roberts began her employment with Miltner Insurance Services, 

LLC1(Miltner) in 2012 as a customer service representative. Long-time employees 

Jayne Templeton and Katrina Ogburn collectively own Miltner, having bought it in 

January 2018. Nearly all the purchase price—$1.42 million out of $1.50 million—

was attributable to the business’s goodwill and client list. Shortly after the 

purchase, Miltner and Roberts entered into a non-piracy and trade secret 

agreement. The agreement prohibited Roberts from soliciting any of Miltner’s 

accounts for two years after termination of her employment with Miltner. It also

stated that Roberts could not “divulge, disclose, or communicate” any information 

about Miltner, including Miltner’s customer list.

1 The entity was known as Miltner Insurance Agency, Inc. when Roberts began her 

employment. The business was sold as a going concern in 2018, and the name 

was changed. 
3

Roberts signed a second non-piracy agreement in December 2018. That 

agreement included, in part:

CONFIDENTIALITY AND NON-DISLCOSURE. Employee 

shall at no time divulge or disclose any information regarding the 

business of the Corporation, including, but not limited to customer 

lists, renewal lists, information concerning customers, any other 

matter connected with or pertaining to the business of the 

Corporation. It is understood and agreed by the parties hereto that 

all such information . . . shall, at all times, remain the sole and 

exclusive property of the Corporation. Upon termination, Employee 

will return to Corporation all records or documents of any kind or 

character which contain, evidence or pertain to information regarding 

the business of the Corporation. 

NON-COMPETE—BUSINESS. Employee agrees that [ ] she 

will not, within the period of three (3) years following the date of [her] 

termination of employment . . . , directly or indirectly, by or for [ ] 

herself, or as the agent of another, or through all others as his/her 

agent: (a) divulge the names of [Miltner’s] policy holders or accounts 

to any other person, firm or corporation; (b) in any way seek to 

induce, bring about, promote, facilitate, or encourage the 

discontinuance of or in any way solicit for on or behalf or [ ] herself 

or others, or in any way quote rates, accept, receive, write, bind, 

broker, or transfer any insurance business, policies, risk or accounts, 

written, issued, covered, obtained (whether through the efforts of the 

Employee or not) or carried by [Miltner].

The agreement provided for liquidated damages, injunctive relief, and legal 

expenses upon a breach. The liquidated-damages portion gave Miltner different 

remedies for breaches occurring in the first, second, and third years following 

termination of Roberts’s employment.

Roberts sent Miltner’s client list to her private email before she signed the 

second non-piracy agreement.2 Then, in January 2019, Roberts resigned from 

2 Roberts claims she was not planning to resign when she emailed the client list to 

herself but later kept it to make sure she was not soliciting Miltner’s clients. At trial, 

Roberts testified that she deleted the client list upon receipt of a cease and desist 

letter from Miltner’s counsel. Yet, a responsive letter sent from her counsel to 

Miltner in November 2019 suggested that Roberts still had the list since she offered

to delete it upon Miltner meeting certain demands.
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Miltner because she was upset the company hired a new employee who would be 

paid more than Roberts. She then accepted employment as an independent agent 

with a separate insurance group, where she sells insurance in the same fields as 

Miltner, from an office roughly two blocks away. Roberts conceded at trial that she 

was in direct competition with Miltner. But she testified that she has not solicited 

any of Miltner’s clients. At trial, Miltner could not show which, if any, clients they 

lost to Roberts.

Miltner launched this litigation against Roberts in May 2020. The petition 

alleged five counts. The first two were for breach of contract relating to Roberts 

seeking to solicit clients on Miltner’s client and renewal lists within the first and 

second years following termination of her employment, in violation of the noncompete provision of the agreement. Count three was for breach of contract for

Roberts’s retention of Miltner’s client and renewal lists, in violation of the 

confidentiality and non-disclosure provision of the agreement. Count four was for 

breach of contract stemming from Roberts’s retention of educational materials and 

an employee handbook, also in violation of the confidentiality and non-disclosure 

provision of the agreement. Count five sought injunctive relief.

The matter proceeded to trial. In its ruling, the district court found the 

December 2018 non-piracy agreement to be valid and enforceable, but the court

determined it only prohibited Roberts from using Miltner’s proprietary information 

to solicit clients from Miltner’s customer base and from servicing current clients of 

Miltner. The court found Roberts’s mere possession of the client list did not violate

the agreement, and Miltner did not prove she used the client list to steal clients. 

Even so, the court found the evidence undisputed that Roberts took training 
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materials valued at $140 when she ended employment with Miltner. So the court 

entered judgment against Roberts and in favor of Miltner in that amount. Miltner 

appeals.

II. Standard of Review

Because the answer to the question raised on appeal turns on contract 

interpretation and construction, our review is for errors at law. Colwell v. MCNA 

Ins. Co., 960 N.W.2d 675, 676–77 (Iowa 2021); Homeland Energy Sols., LLC v. 

Retterath, 938 N.W.2d 664, 683 (Iowa 2020). “We will reverse a district court’s 

judgment if we find the court has applied erroneous rules of law, which materially 

affected its decision. In contrast, the district court’s findings of fact are binding on 

us if they are supported by substantial evidence.” NevadaCare, Inc. v. Dep’t of 

Human Servs., 783 N.W.2d 459, 465 (Iowa 2010) (internal citation omitted). 

III. Analysis

On appeal, Miltner only challenges the district court’s determination under 

count three, that “[t]he mere possession by Roberts, for some period of time, of the 

Miltner . . . client list, was not a violation of the Non-Piracy Agreement” and “[o]nly 

the use of that client list to pirate clients from the agency was prohibited.” Miltner 

maintains Roberts’s post-termination possession of the client list was enough to 

amount to breach. 

As a refresher, the agreement provided:

Employee shall at no time divulge or disclose any information 

regarding the business of the Corporation, including, but not limited 

to customer lists, renewal lists, information concerning customers, 

any other matter connected with or pertaining to the business of the 

Corporation. It is understood and agreed by the parties hereto that 

all such information, customer lists, renewal lists, goodwill and 

information concerning customers shall, at all times, remain the sole 
6

and exclusive property of the Corporation. Upon termination, 

Employee will return to Corporation all records or documents of any 

kind of character which contain, evidence or pertain to information 

regarding the business of the Corporation.

Miltner readily agrees the first sentence requires disclosure and, under that 

provision, “mere possession” of the client list is not enough to breach the 

agreement. But the final two sentences, according to Miltner, do make “mere 

possession” of the list after termination of employment a breach. Roberts 

responds that, under the circumstances, the principal purpose of the agreement 

was to prohibit divulging or disclosing the client list. While Roberts acknowledges 

the agreement required her to return the client list upon termination, she submits 

there was no breach because that purpose was not violated.

It is true, as Roberts points out, that “[w]ords and other conduct are 

interpreted in the light of all the circumstances, and if the principal purpose of the 

parties is ascertainable it is given great weight.” Retterath, 938 N.W.2d at 683 

(alteration in original) (citation omitted). But this rule must yield to the foundational 

principle that “the most important evidence of the parties’ intentions at the time 

they entered into the contract is the words of the contract.” NevadaCare, 783 

N.W.2d at 466. When reviewing the words of a contract, “[c]ourts must strive to 

give effect to all the language of a contract.” Fashion Fabrics of Iowa, Inc. v. Retail 

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

Because an agreement is to be interpreted as a whole, it is assumed 

in the first instance that no part of it is superfluous; an 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. 
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Id. It is only when it is not possible to give effect to all parts of the contract that 

“the court will seek to interpret the contract in a way that will at least effectuate the 

principal or main apparent purpose of the parties.” 11 Williston on Contracts § 32:9 

(4th ed. May 2022 update). 

Here, it is possible to give effect to all parts of the contract, as Miltner did 

when laying out its breach-of-contract claims. By focusing on the “principal 

purpose” of the parties, rather than the language of the contract itself as Roberts 

does, parts of the contract would be rendered superfluous. The agreement 

provides two separate mandates. The first sentence prohibits disclosure of 

proprietary information, including the customer list, “at any time,” which would 

encompass both before and after termination. The final sentence requires Roberts 

to return any such proprietary information to Miltner upon termination. So the 

non-piracy agreement prohibits not just disclosure or use of the client list, but also 

possession of the list after employment ends.3 The latter restriction prohibits 

exactly what Roberts admittedly did, emailing herself Miltner’s client list and 

retaining—i.e., merely possessing—that list after terminating her employment with 

the company.4 This is consistent with the district court’s conclusion that Roberts 

3 This is not an anomalous concept. Cf. Basic Chems., Inc. v. Benson, 251 N.W.2d 

220, 230 (Iowa 1977) (finding a customer list can be a protected trade secret); 

Lemmon v. Hendrickson, 559 N.W.2d 278, 281 (Iowa 1997) (considering an 

employment agreement requiring an employee to return customer lists upon 

ending employment). 

4 We also note the principle that “when a contract contains both general and 

specific provisions on a particular issue, the specific provisions are controlling.” 

Retterath, 938 N.W.2d at 683 (citation omitted). But here, the provisions are 

speaking to different issues—disclosure of confidential information on the one 

hand, and retention of it following termination on the other. So there is no need to 

apply this rule.
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violated the same provision by retaining an educational manual following her 

termination, although she testified that she later threw it away.

IV. Conclusion

We find the district court’s denial of relief under count three of Miltner’s 

petition was error. We reverse and remand the case to the court to determine the 

damages and other relief to which Miltner is entitled. 

REVERSED AND REMANDED.