IN THE COURT OF APPEALS OF IOWA

No. 18-1513

Filed April 3, 2019

MODERN PIPING, INC.,

Petitioner-Appellee/Cross-Appellant,

vs.

BOARD OF REGENTS, STATE OF IOWA ON BEHALF OF THE UNIVERSITY 

OF IOWA,

Respondent-Appellant/Cross-Appellee.

BOARD OF REGENTS, STATE OF IOWA ON BEHALF OF THE UNIVERSITY 

OF IOWA,

Petitioner-Appellant/Cross-Appellee,

vs.

MODERN PIPING, INC.,

Respondent-Appellee/Cross-Appellant.

________________________________________________________________

Appeal from the Iowa District Court for Johnson County, Ian K. Thornhill, 

Judge.

The University of Iowa, Board of Regents, and State of Iowa appeal from 

the district court order confirming an arbitration award. AFFIRMED.

Thomas J. Miller, Attorney General, and George A. Carroll, Assistant 

Attorney General, for appellants.

Jeffrey A. Stone and Roger W. Stone of Simmons Perrine Moyer Bergman 

PLC, Cedar Rapids, for appellee.

Considered by Vogel, C.J., and Doyle and Mullins, JJ.
2

DOYLE, Judge.

The University of Iowa, Board of Regents, and State of Iowa (appellants) 

appeal from the district court order granting Modern Piping, Inc.’s motion to confirm 

an arbitration award. They contend they did not consent to arbitration. They also 

contend that the addition of a second issue to the arbitration significantly altered 

the substantive issues to be decided. We review the district court’s judgment for 

errors at law. See Bartlett Grain Co., LP v. Sheeder, 829 N.W.2d 18, 23 (Iowa 

2013).

In 2013, Modern Piping contracted to perform work on two building projects 

at the University of Iowa. One contract was for work on the Hancher Auditorium 

Replacement Facility and the other was for work on the University of Iowa 

Children’s Hospital. The contracts contain identical arbitration clauses. 

In 2015, Modern Piping moved to compel arbitration following a dispute 

arising from the Hancher Auditorium building project. The district court granted the 

motion after determining arbitration was mandatory under the contract.1 Modern 

Piping later moved to amend its demand for arbitration to add a claim regarding a 

performance dispute that had arisen on the Children’s Hospital project. Finding 

both claims came under the same contract provisions and that the amendment did 

not substantially change the issues before the AAA, the district court granted the 

amendment in the interest of judicial economy. 

The matter proceeded to arbitration before the American Arbitration 

Association, which ultimately awarded Modern Piping a total of $21,493,129.81 

 

1 The Iowa Supreme Court denied the appellants’ interlocutory appeal of this order.
3

plus interest for the two projects in March 2018. The appellants moved to vacate 

the arbitration award, and Modern Piping moved the district court to confirm the 

award. In August 2018, the district court granted Modern Piping’s motion to 

confirm the arbitration award, and this appeal followed. 

The appellants contend the district court erred in confirming the arbitration 

award because they never consented to arbitration. Their argument is one of 

contract interpretation.

Generally, when we interpret contracts, we look to the 

language contained within the four corners of the document. “In the 

construction of written contracts, the cardinal principle is that the 

intent of the parties must control, and except in cases of ambiguity, 

this is determined by what the contract itself says.” If the intent of 

the parties is clear and unambiguous from the words of the contract 

itself, we will enforce the contract as written. 

DuTrac Cmty. Credit Union v. Radiology Grp. Real Estate, L.C., 891 N.W.2d 210, 

216 (Iowa 2017) (internal citations omitted). “Cases interpreting language in 

statutes are persuasive authority in interpreting contractual language.” Thomas v. 

Progressive Cas. Ins. Co., 749 N.W.2d 678, 684 n.5 (Iowa 2008)

Both contracts provide identical clauses regarding arbitration. The first 

clause concerns disputes submitted to a design professional, who the contract 

designates to judge interpretation and performance of the contract. Paragraph 

4.2.5.4 states that

any claim, dispute or other matter in question between the Contractor 

and the Owner referred to the Design Professional, except those 

which have been waived by the making or acceptance or final 

payment as provided in the Uniform General Conditions of the 

Contract, shall be subject to arbitration in accordance with the 

provisions of the Uniform General Conditions of the Contract.
4

The second clause concerns decisions of the owner, which paragraph 4.4.1 states 

“may be submitted to arbitration by mutual agreement of the parties.” 

In granting Modern Piping’s motion to compel arbitration, the district court 

noted that the contract states disputes regarding decisions of the design 

professional shall be subject to arbitration, whereas disputes concerning a decision 

of the owner may be submitted to arbitration by mutual agreement. Based on the 

language used in the contract, the court concluded that the arbitration clause 

relating to disputes referred to the design professional is mandatory while the 

clause relating to disputes referred to the owner is permissive. The district court 

affirmed this ruling in its order confirming the arbitration award. 

We find no error in the district court’s determination that the contract clauses 

regarding arbitration are mandatory with regard to disputes referred to the design 

professional. The use of the word “shall” in the clause regarding disputes directed 

to the design professional indicates arbitration is mandatory. Cf. Willett v. Cerro 

Gordo Cty. Zoning Bd. of Adjustment, 490 N.W.2d 556, 559 (Iowa 1992) 

(discussing use of the word “shall” in matters of statutory construction). By signing 

the contract, the appellants consented to mandatory arbitration of those disputes. 

Modern Piping directed both disputes to the design professional. Therefore, 

arbitration of the disputes was mandatory. On this basis, we affirm the order 

confirming the arbitration award.2 

AFFIRMED.

 

2 Because we affirm the district court, we need not address Modern Piping’s alternative 

argument concerning enforcement of a settlement agreement.