IN THE COURT OF APPEALS OF IOWA

No. 19-0739

Filed May 13, 2020

ALEXANDER SHCHARANSKY and TATIANA SHCHARANSKY,

Petitioners-Appellees/Cross-Appellants,

vs.

VADIM SHAPIRO, BORIS PUSIN, ILYA MARKEVICH, ALEX KOMM and 

DMITRY KHOTS,

Respondents-Appellants/Cross-Appellees.

________________________________

VADIM SHAPIRO, BORIS PUSIN, ILYA MARKEVICH, ALEX KOMM and 

DMITRY KHOTS,

Cross-Petition Plaintiffs/Appellants,

vs.

BORIS SHCHARANSKY, ZOYA STAROSELSKY, LEONID SHCHARANSKY, 

and SLAVA STAROSELSKY,

Cross-Petition Defendants/Appellees.

________________________________

VADIM SHAPIRO, BORIS PUSIN, ILYA MARKEVICH, ALEX KOMM and 

DMITRY KHOTS,

Third-Party Petition Plaintiffs/Appellants,

vs.

CONTINUOUS CONTROL SOLUTIONS, LLC,

Third-Party Defendant/Appellee.

________________________________________________________________

Appeal from the Iowa District Court for Polk County, Scott J. Beattie, Judge.

The cross-petition plaintiffs and third-party petition plaintiffs appeal from jury 

verdicts finding against their claims for breach of contract and reimbursement. As 

respondents, they also challenge the scope of the trial as to the contribution claim 
2

against them, arguing they should have been allowed to present affirmative 

defenses. The petitioners cross-appeal, challenging the district court’s ruling they 

were not entitled to prejudgment interest on their contribution claim. AFFIRMED 

ON APPEAL; REVERSED AND REMANDED WITH DIRECTIONS ON CROSSAPPEAL.

Jaki K. Samuelson and Anna E. Mallen of Whitfield & Eddy, P.L.C., Des 

Moines, for appellants.

Mark E. Weinhardt and Danielle M. Shelton of The Weinhardt Law Firm, 

Des Moines, for appellees.

Considered by Bower, C.J., Ahlers, J., and Potterfield, S.J.* Blane, S.J., 

takes no part.

*Senior judge assigned by order pursuant to Iowa Code section 602.9206 

(2020).
3

POTTERFIELD, Senior Judge.

Together, the Shapiro Group1 and members of the Shcharansky Group2

owned and operated Continuous Control Solutions, Inc. (CCS). Then in 2007, the 

Shcharansky Group purchased the Shapiro Group’s shares of CCS through the 

execution of a stock purchase agreement—ending the Shapiro Group’s part in the 

business.3 That agreement, and what followed, have been the focus of nearly a 

decade of litigation. 

In this third appeal, we are asked to determine if the district court properly 

limited the scope of the 2018 trial, based on the ruling of our supreme court in 

Shcharansky v. Shapiro, 905 N.W.2d 579, 588 (Iowa 2017), so as not to include 

evidence of the Shapiro Group’s alleged affirmative defenses to Alexander and 

Tatiana Shcharansky’s contribution claim against them. Additionally, regarding 

their cross-claims for breach of contract and reimbursement, the Shapiro Group 

maintains the district court should have granted their motions for directed verdict,

judgment notwithstanding verdict (JNOV), or new trial. Alexander and Tatiana 

Shcharansky cross-appeal, arguing the district court erred in its determination they 

were not entitled to prejudgment interest for their contribution claim; they otherwise 

ask that we affirm. 

 

1 The Shapiro Group includes Vadim Shapiro, Boris Pusin, Ilya Markvich, Alex 

Komm, and Dmitry Khots. 

2 The Shcharansky Group includes Alexander, Tatiana, Boris, and Leonid 

Shcharansky and Zoya and Slava Staroselsky. Alexander and Tatiana are 

married. Boris and Alexander are brothers; they are the sons of Leonid 

Shcharansky. Slava and Zoya Staroselsky are husband and wife. 

3 Alexander and Boris Shcharansky and Zoya Staroselsky were the buyermembers of the Shcharansky Group; only these three members of the 

Shcharansky Group signed the stock purchase agreement. Leonid Shcharansky 

and Slava Staroselsky were then appointed to the board of directors of CCS.
4

I. Background Facts and Proceedings.

Prior to September 2007, while both the Shapiro Group and members of the 

Shcharansky Group owned and operated CCS, the company borrowed $900,000 

from Wells Fargo Bank.4 Individual members of the Shapiro and Shcharansky 

Groups personally guaranteed the debt.5

The Shapiro Group decided to sell their shares of CCS and get out of the 

business. In September 2007, the two groups—with the Shapiro Group as the 

sellers and Alexander and Boris Shcharansky and Zoya Staroselsky of the 

Shcharansky Group as the buyers—executed a stock purchase agreement. The 

agreement contained this provision:

7.1 Buyers’ Covenants. In connection with the transfer of the 

Shares to the Buyers pursuant to this Agreement, the Buyers hereby 

covenant that as the controlling shareholders of the Corporation, the

Buyers will cause the Corporation to:

(a) Use best efforts to, and prior to the payment of any existing 

or new debt obligations payable by the Corporation to any Buyer or 

any Buyer's immediate relative or any entity affiliated with any Buyer 

or any Buyer's immediate relative, satisfy and repay in full all debt 

obligations of the Corporation owed to Wells Fargo Bank.

After the execution of the stock purchase agreement, Leonid Shcharansky and 

Slava Staroselsky—other members of the Shcharansky Group—were appointed 

to CCS’s Board of Directors. 

 

4 CCS took out two separate loans; one for $150,000 and the other for $750,000. 

As it is unnecessary for the basis of this appeal, we do not distinguish between the 

two.

5 Originally all members of the Shapiro Group and the three buyer-members of the 

Shcharansky Group guaranteed the loans. Tatiana Shcharansky later became a 

guarantor as well, making nine individual guarantors in total.
5

From the time the Shcharansky Group became the sole owners and 

operators of CCS through May 30, 2009, CCS made no payments toward the Wells 

Fargo debt. 

In April 2009, Wells Fargo obtained judgment against CCS and the 

individual guarantors for the principal amount, late fees, accrued interest, and 

attorney fees. The judgment was for more than $960,000.

On June 1, 2009, CCS and Alexander Shcharansky entered into a 

forbearance agreement with Wells Fargo. In exchange for the bank’s agreement 

to forgo execution of the judgment, CCS agreed to pay $400,000 upon the 

execution of the forbearance agreement and deliver additional collateral in the form 

of a mortgage and security agreement for property in New York owned by Tatiana

Shcharansky, who is married to Alexander.

6

 Additionally, CCS and Alexander 

agreed to make “eight equal quarterly installments of principal and accrued 

interest, each in the amount of $76,022.11, commencing on the first day of 

September, 2009 and on the first day of each December, March and June 

thereafter” with “all unpaid principal and accrued interest on the Indebtedness . . . 

fully due and payable on June 1, 2011.”

CCS made the initial $400,000 payment and the first three quarterly 

payments of $76,022.11. Alexander Shcharansky personally made the June 2010 

payment and Tatiana personally made the September payment—though not until 

September 10. In December, rather than making the next payment of $76,022.11, 

Tatiana paid off the remaining judgment—$241,935.92. 

 

6 Tatiana had not previously personally guaranteed the CCS debt, but she 

executed a guaranty at this point. 
6

In January 2011, Alexander and Tatiana Shcharansky filed a petition for 

contribution against the Shapiro Group, claiming Alexander and Tatiana paid more 

than their equitable share of the judgment against CCS. They sought 5/9 of the 

total they personally paid, or $218,877.7

The Shapiro Group responded, filing their answer, affirmative defenses, 

counterclaims, and cross-claims. The Shapiro group maintained Alexander’s 

claimed breach of the stock purchase agreement to cause CCS to repay the Wells 

Fargo loans precluded his and Tatiana’s right and ability to seek equitable 

contribution. They asserted it was Alexander’s conduct that caused any injury or 

damage he sustained and that the claims were barred “in whole or in part by the 

doctrines of waiver, estoppel and unclean hands.” In their counterclaims and 

cross-claims, the Shapiro Group alleged the buyer-members of Shcharansky 

Group breached the stock purchase agreement by failing to use their best efforts 

to have CCS repay its debt obligations to Wells Fargo and causing CCS to make 

payments to members of the Shcharansky Group before paying the Wells Fargo 

debt.8 The Shapiro Group also raised a counterclaim of tortious interference with 

a contract, alleging Leonid Shcharansky and Slava Staroselsky (CCS board 

members) caused CCS to make improper and excessive payments to parties and 

party relatives rather than satisfying the debt owed to Wells Fargo.

 

7 Alexander and Tatiana paid $393,980.14 of CCS’s Wells Fargo debt, which was 

guaranteed by nine individuals. They sought 5/9 of that total in contribution from 

the five Shapiro Group members.

8 The Shapiro Group also raised a claim of fraudulent misrepresentation, which 

they later asked the court to dismiss. 
7

In May 2012, the Shapiro Group moved for partial summary judgment. They 

asserted there was no genuine issue of material fact pertaining to either Alexander 

and Tatiana Shcharansky’s contribution claim or the Shapiro Group’s breach-ofcontract counterclaim. The Shapiro Group claimed Alexander and Tatiana 

Shcharansky’s claim for contribution failed as a matter of law because the money 

Alexander and Tatiana used to pay CCS’s debt was not their own money. 

Additionally, the Shapiro Group argued the undisputed facts showed Alexander, 

as president of CCS, had chosen to use CCS’s money to repay loans to the 

company from family and other members of the Shcharansky Group rather than 

using those company funds in payment of the Wells Fargo debt. The Shapiro 

Group maintained this was a clear breach of the stock purchase agreement. 

Alexander and Tatiana Shcharansky resisted, arguing their contribution claim was 

not precluded because they used funds that were loaned to them in order to pay 

the Wells Fargo debt. They maintained the Shapiro group had received a benefit 

when the Wells Fargo debt was paid off since the members of the Shapiro Group 

had personally guaranteed the loan, and they asserted CCS had been unable to 

pay the loan. 

In August, the district court granted the Shapiro Group’s motion for partial 

summary judgment. The court ruled that Alexander and Tatiana Shcharansky did 

not use their own money in paying CCS’s debt to Wells Fargo; “[i]nstead, Alex and 

Tatiana were mere conduits for their parents’ money that was transferred to them 

specifically for the purpose of paying” the obligation. The court determined this 

precluded their claim for contribution from the Shapiro group. Additionally, the 

court concluded “that the Shapiro Group established its breach of contract 
8

counterclaim as a matter of law.” It concluded the buyers’ covenant of the stock 

purchase agreement “clearly and unambiguously provides both a requirement of 

best efforts and that prior to the payment of any existing or new debt obligations 

payable by [CCS] to any buyer or buyer’s immediate relative.” Noting the 

undisputed facts that before the Wells Fargo debt was discharged in December 

2010 (with non-CCS funds), CCS paid $90,000 on a loan obligation to an entity 

owned by three members of the Shcharansky Group, $172,000 to Leonid 

Shcharansky, $95,000 to Alexander Shcharansky, and $25,000 to Tatiana 

Shcharansky, the court concluded the buyer-members of the Shcharansky Group 

breached the stock purchase agreement. 

The Shcharanskys appealed. In Shcharansky v. Shapiro, No. 13-0151, 

2013 WL 6116883 (Iowa Ct. App. Nov. 20, 2013), this court reversed the ruling 

that Alexander and Tatiana Shcharansky were not entitled to contribution as a 

matter of law, ruling there were genuine issues of material fact that must be 

decided by a fact finder, including whether members of the Shapiro Group were 

co-guarantors and whether the funds Alexander and Tatiana used to discharge 

CCS’s Wells Fargo debt were loans or gifts. Additionally, the court ruled, “In light 

of our determination that genuine issues of material fact exist on the Shcharansky 

Group’s contribution claim, it necessarily follows that the Shapiro Group is unable 

to establish a breach of contract claim predicated on damages stemming from the 

contribution claim at the summary judgment stage.” Shcharansky, 2013 WL 

6116883. The case was remanded to the district court for further proceedings. Id.

Back at the district court on remand, the Shapiro Group requested leave to 

file a third-party claim against CCS for reimbursement, asserting that if the Shapiro 
9

Group was found liable to the Alexander and Tatiana Shcharansky for contribution, 

the Shapiro Group had a claim for reimbursement from CCS. The district court 

granted the motion.

The court bifurcated Alexander and Tatiana Shcharansky’s claim for 

contribution from the Shapiro Group’s counterclaim, cross-claim, and third-party 

claim, noting the second part of the trial would be unnecessary if Alexander and 

Tatiana could not prove their right to contribution from the Shapiro Group.

The first part of the bifurcated proceedings was tried to the bench in 

December 2015. In its written ruling, the court found “the evidence clearly 

demonstrated that [Alexander’s and Tatiana’s] parents actually made the

payments to Wells Fargo and that the monies simply passed through [Alexander’s

and Tatiana’s] bank accounts on their way to Wells Fargo.” Finding the money 

given to Alexander and Tatiana by their parents were not loans with any legal 

obligations to return the money, the court ruled the Alexander and Tatiana’s claim 

for contribution was not yet ripe, as they had not personally made more than their 

share of repayment on CCS’s Wells Fargo loan. Based on this ruling, the court 

dismissed as moot the Shapiro Group’s counterclaims, cross-claims, and thirdparty claims. The Shcharanskys again appealed.

In Sharansky v. Komm, No. 16-1265, 2017 WL 2875690, at *5 (Iowa Ct. 

App. July 6, 2017), this court affirmed the district court ruling, stating, “Although 

the money used to discharge the joint debt came from [Alexander’s and Tatiana’s] 

accounts, they have been unable to establish that they personally were forced to 

bear more than their just share of the debt. Thus, we affirm the district court’s 

dismissal of their action for contribution.” 
10

The Shcharanskys sought further review, which our supreme court granted. 

In Shcharansky v. Shapiro, 905 N.W.2d 579, 580 (Iowa 2017), the supreme court 

vacated the 2017 court of appeals ruling and reversed the judgment of the district 

court. The court decided that the sources of the funds used to pay the underlying 

debt were inapposite, noting “there is no evidence supporting the conclusion that 

the transfer of funds from the parents to [Alexander and Tatiana] was artificial or 

the subject of a scheme to defraud the Shapiro Group.” Shcharansky, 905 N.W.2d 

at 588. The court remanded the case to the district court, instructing:

While the issues were bifurcated for purposes of separate trials, the 

claims, counterclaims, and cross-claims remain part of a single 

court case. Further, the counterclaims, cross-claims, and third-party 

claims of the Shapiro Group appear to be intertwined with the 

Shcharanskys’ contribution claim. The Shapiro Group may be 

entitled to recover on their theories against various cross and thirdparty defendants only to the extent that it is liable to the 

Shcharanskys for contribution.

We therefore hold only that the Shcharanskys are entitled to 

contribution from the Shapiro Group on the undisputed facts of this 

case. We remand the case to the district court for further 

proceedings on the Shapiro Group’s claims against the 

Shcharanskys.

Id. 

Before the district court for the third time, on October 22, 2018, Shapiro 

Group filed a motion asking the court to establish the scope of the trial. The 

Shapiro Group argued the supreme court’s 2017 decision in favor of Alexander

and Tatiana Shcharansky’s contribution claim did not consider or rule upon the 

Shapiro Group’s affirmative defenses to the claim, leaving those issues for the jury 

to decide in the upcoming trial. 
11

In a written ruling, the district court concluded the Shapiro Group’s 

affirmative defenses to the contribution claim were no longer viable. Focusing on 

the supreme court’s “instructions on remand,” the district court ruled:

The supreme court stated that “the Shcharanskys are entitled to 

contribution from the Shapiro Group on the undisputed facts of this 

case” and that it is to conduct further proceedings “on ShapiroGroup’s claims against the Shcharanskys.” The court does not 

state that the district court should conduct proceedings on whether 

the Shcharanskys may prevail in light of the affirmative defenses 

to the claim for contribution. It is the duty of this court to honor and 

respect the ruling and mandate by the appellate court in this case. 

As such, because the supreme court’s ruling does not address the 

affirmative defenses to the contribution claim, this court must follow 

the direction of the supreme court and address only the Shapiro 

Group’s claims against the Shcharanskys.

Deciding Alexander and Tatiana Shcharansky had already won their contribution 

claim, the district court limited the scope of the trial to the Shapiro Groups’ claim 

of breach of contract against the buyer-members of the Shcharansky Group 

(Alexander and Boris Shcharansky and Zoya Staroselsky), tortious interference 

with a contract against Leonid Shcharansky and Slava Staroselsky of the 

Shcharansky Group, and their cross-claim for reimbursement from CCS. 

A multiple-day jury trial began on October 29, 2018. At the parties’ 

agreement, the court gave the jury a preliminary instruction before trial began that 

summarized the case. It said:

This is a lawsuit about a business contract. On one side of the 

dispute are members of a group called the Shapiro Group. . . . On

the other side of the dispute are members of a group called the 

Shcharansky Group. . . .

A number of years ago members of both groups co-owned a 

company called Continuous Control Solutions, LLC, which we will 

call “CCS” in this trial. Members of the Shapiro Group had majority 

control of CCS. CCS borrowed $900,000 from Wells Fargo Bank. 

Members of both the Shapiro Group and the Shcharansky Group 

personally guaranteed that CCS would pay the debt to Wells Fargo. 
12

In 2007, a dispute developed between the Shapiro Group and the 

Shcharansky Group concerning the financial difficulites of CCS.

At this time the Shapiro Group transferred its shares of the 

CCS stock to three members of the Shcharansky Group, Alexander 

Shcharansky, Boris Shcharansky, and Zoya Staroselsky. That 

transfer is called the Stock Purchase Agreement. This is the 

business contract at issue in this lawsuit. The Stock Purchase 

Agreement had a clause in it called the “best efforts” clause. Under 

that clause, Alexander Shcharansky, Boris Shcharansky, and Zoya 

Staroselsky, the “Buyers,” promised to cause CCS to use best efforts 

to, and prior to the payment of any existing or new debt obligations 

payable by [CCS] to any Buyer or any Buyer’s immediate relative or 

any entity affiliated with any Buyer or any Buyer’s immediate relative, 

satisfy and repay in full all debt obligations of [CCS] owed to Wells 

Fargo Bank.

When CCS could not pay the debt to Wells Fargo, Wells Fargo 

sued all of the members of the Shapiro Group and the Shcharansky 

Group who gave personal guarantees that they would pay the debt. 

Alexander Shcharansky then entered into an agreement with Wells 

Fargo to give CCS additional time to pay the debt. In 2010, after 

CCS had paid over half of the Wells Fargo debt, Alexander 

Shcharansky and his wife Tatiana Shcharansky repaid all of the 

remaining outstanding debt themselves. They then filed this lawsuit 

to have the members of the Shapiro Group reimburse them for their 

proportional shares of those payments. This court has already 

determined that Alexander and Tatiana are entitled to contribution 

from the members of the Shapiro Group, meaning that their claim for 

reimbursement has been established.

Now, the members of the Shapiro Group claim that they are 

entitled to damages for breach of the “best efforts” clause. First, they 

allege that Alexander, Boris, and Zoya breached that clause. 

Second, they allege that two other members of the Shcharansky 

Group, Leonid Shcharansky and Slava Staroselsky, intentionally 

interfered with the performance of the “best efforts” clause. Third, 

they allege that CCS is obligated to reimburse them for any amounts 

for which they must reimburse Alexander and Tatiana. Your job will 

be to decide those claims.

Little evidence was in dispute at trial. Alexander Shcharansky, the president of 

CCS and one of the buyers, agreed that CCS paid back loans from Shcharansky 

Group members and their families before paying the Wells Fargo debt. The 

amount paid back was in excess of $380,000. This occurred before Alexander 

and Tatiana Shcharansky personally paid approximately $394,000 of CCS’s debt 
13

to Wells Fargo. Each side had an expert testify—an accountant who had reviewed 

CCS’s financials. Each was asked about various payments CCS made to 

members of the Shcharansky Group and their opinion of the financial health or 

capacity of the company. 

In closing, the two sides focused on the meaning of the “best efforts” 

language in the buyers’ covenants of the stock purchase agreement. The Shapiro 

Group urged the jury to conclude that the contract imposed two separate 

obligations on the buyers—to cause CCS to use its best efforts to repay the Wells 

Fargo debt and to not make any payments “to any Buyer or any Buyer’s immediate

relative or any entity affiliated with any Buyer or any Buyer’s immediate relative” 

before the Wells Fargo debt was paid off. The Shapiro Group maintained that it 

was not contesting CCS’s need to take loans from Shcharasnky Group members 

to “keep the doors open”—they were arguing the choice to pay back those loans 

before or instead of paying off the Wells Fargo debt breached the contract. In 

contrast, the Shcharansky Group urged the jurors to conclude the relevant 

language of the stock purchase agreement created only one obligation: that the 

buyers use their best efforts to have CCS repay the Wells Fargo debt prior to 

paying debts to related parties. Additionally, the Shcharansky Group urged that 

even if their reading of the contract was wrong—even if it imposed two 

obligations—that the Shapiro Group had failed to show a link between the buyers’ 

breach and the remaining Wells Fargo debt that Tatiana and Alexander paid (as 

opposed to CCS). 

With the verdict form, the jury was asked if the Shapiro Group proved 

Alexander or Boris Shcharansky or Zoya Staroselsky breached the stock purchase 
14

agreement; the jury marked “no” as to each of the three. The jury was asked 

whether the Shapiro Group proved either Leonid Shcharansky or Slava

Staroselsky intentionally interfered with the “best efforts” clause of the stock 

purchase agreement, and the jury answered “no” to each. As directed, because 

the jury answered “no” to the first five questions, it did not answer question 6—the 

amount of damages incurred by the Shapiro Group as a result of any of the 

preceding. In question 7, the jury was asked whether the Shapiro Group proved 

they were entitled to reimbursement from CCS for the amounts they were 

compelled to pay on the Wells Fargo debt, and the jury marked “no.” In question 

8, the jury wrote “0” on the line for the amount of damages proved. 

A few days later, Alexander and Tatiana Shcharansky moved the court to 

enter judgment and asked the court to order “interest at the statutory rate from the 

filing of the [contribution] claim on January 10, 2011.” The Shcharansky Group 

also asked the court to enter judgment in their favor on the Shapiro Group’s claims 

and to order the Shapiro Group to pay costs. 

The Shapiro Group filed a motion for JNOV or, in the alternative, requested 

a new trial on both the breach-of-contract and the reimbursement claim pursuant 

to Iowa Rule of Civil Procedure 1.1004(6). The Shcharansky Group resisted.

In one written ruling, the court denied the Shapiro Group’s motions for JNOV 

and new trial. Additionally, the court denied Alexander and Tatiana Shcharansky’s 

request for prejudgment interest, concluding they were not entitled to it on their 

contribution claim “[b]ased upon the plain language of Iowa Code [section] 625.21.” 

The court later entered a final judgment order, entering judgment in favor of 

Alexander Shcharansky in the amount of $8446.90 against each of the Shapiro 
15

Group members and judgment in favor of Tatiana Shcharansky in the amount of 

$35,328.69 against each of the Shapiro Group members. 

The Shapiro Group appeals,9 and Alexander and Tatiana Shcharansky 

cross-appeal. 

II. Discussion.

A. Breach-of-Contract Claim.

The Shapiro Group urges that the buyers’ covenant of the stock purchase 

agreement is unambiguous and allows for only one reasonable interpretation—

that the contract required the buyers (1) to cause CCS to use its best efforts to 

repay the Wells Fargo debt and (2) to not make any payments “to any Buyer or 

any Buyer’s immediate relative or any entity affiliated with any Buyer or any Buyer’s 

immediate relative” before the Wells Fargo debt was paid off. The Shapiro Group 

maintains the court should have interpreted the relevant language of the stock 

purchase agreement rather than allowing the jury to do so. And, because it is 

undisputed that the buyers caused CCS to pay back the buyers and their families 

before paying off the Wells Fargo debt, the Shapiro Group argues the court should 

have determined as a matter of law that the buyers breached the stock purchase 

agreement and entered judgment in favor of the Shapiro Group. 

They purportedly moved for directed verdict, JNOV, and new trial under this 

theory and urge us to consider and reverse each of the district court’s rulings.

1. Motions for Directed Verdict and JNOV. The Shapiro Group argues

the district court erred in denying their motions for directed verdict and for JNOV

 

9 On appeal, the Shapiro Group has not raised any issues regarding the tortiousinterference claim against Leonid Shcharansky and Slava Staroselsky.
16

on the breach-of-contract claim. While the Shcharansky Group does not challenge 

error preservation, we conclude this issue has not been preserved for our review. 

“On appeal, an appellate court’s review is limited to those grounds raised in the 

defendant’s motion for a directed verdict.” Royal Indem. Co. v. Factory Mut. Ins. 

Co., 786 N.W.2d 839, 844 (Iowa 2010). “A motion for judgment notwithstanding 

the verdict must stand on grounds raised in the directed verdict motion.” Id. at 845. 

And “[e]rror must be raised with some specificity in a directed verdict motion.” Id. 

When the Shapiro Group moved for directed verdict on the breach-ofcontract claim, they stated, “Just for the reasons that I previously stated we believe

that all elements of breach of contract and [tortious] interference have been—have 

been developed as a matter of law.” It is unclear what “reasons previously stated” 

the Shapiro Group referred to.10 Their statements immediately before—in 

response to the Shcharansky Group’s motion for directed verdict—were 

arguments that the breach-of-contract claim was not foreclosed by the Iowa 

Supreme Court’s 2017 ruling. In their pretrial brief, filed approximately ten days 

before they moved for directed verdict, the Shapiro Group alluded to their 

understanding of the meaning of the stock purchase agreement, claiming, “In the 

Stock Purchase Agreement, Alexander Shcharansky promised to cause CCS to 

use its best efforts to repay the Wells Fargo loans in full, and to do so prior to the

repayment of any existing or new debt obligation to any buyer or any buyer’s 

 

10 In their later motion for JNOV, the Shapiro Group claimed that in making their 

motion for directed verdict, they “further relied upon the arguments and authorities 

provided to the Court in its Scope of Trial submission and Trial Brief.” We assume 

their reliance on “reasons previously stated” is a request to incorporate arguments 

in prior filings, but the content was not clear at the time of the motion for directed 

verdict. 
17

relatives or affiliated entities.” This is not enough to preserve this issue for our 

review. Especially as it is not clear the trial court understood the Shapiro Group’s 

reference; it did not rule on the motion for directed verdict with any specificity, 

stating only, “And again, [the court] believe[s] that there are sufficient matters in 

dispute taking the reasonable inferences for the nonmoving party, in this case the 

Shcharansky Group. There are sufficient—there is sufficient evidence that a 

reasonable jury could find on those matters and the Court would as a result deny 

the Shapiro Group's motion for directed verdict.”

2. Motion for New Trial. The Shapiro Group raised the same argument in

their motion for new trial, claiming the jury’s verdict “is not sustained by sufficient 

evidence, or is contrary to the law.” Iowa R. Civ. P. 1.1004(6). “We review the 

denial of a motion for new trial based on the grounds asserted in the motion.” Fry 

v. Blauvelt, 818 N.W.2d 123, 128 (Iowa 2012) (citation omitted). We review 

motions based on rule 1.1004(6) for errors at law. See id. 

Assuming without deciding that the stock purchase agreement is 

unambiguous and permits only the Shapiro Group’s interpretation, they

established the buyers breached the contract by causing CCS to make payments 

to themselves and family members before CCS’s Wells Fargo debt was paid off. 

But in viewing the evidence in the light most favorable to the Shcharansky Group, 

the Shapiro Group did not prove damages related to that breach. See, e.g., Molo 

Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224 (Iowa 1998) 

(providing as an element of breach of contract that the complaining party must 

prove “that plaintiff has suffered damages as a result of the breach”); see also 

Estate v. Pearson ex rel. Latta v Interstate Power and Light Co., 700 N.W.2d 333, 
18

345 (Iowa 2005) (“In reviewing the motion for new trial, ‘[w]e view the evidence in 

the light most favorable to the verdict and need only consider the evidence 

favorable to [the verdict] whether it is contradicted or not.’” (alteration in original) 

(citation omitted)). 

The evidence presented at trial could show CCS was in financial trouble 

and close to shuttering in 2007 when the Shapiro Group left the company in the 

hands of the Shcharansky Group. How the Wells Fargo debt would be handled 

was the key focus in negotiating the stock purchase agreement, as it was the only 

debt of the company the members of the two groups had individually guaranteed 

and Wells Fargo was allowed to pursue any and all of them if CCS failed to repay 

the debt.

CCS began taking and repaying short-term loans from its owners (the 

buyers) and members of the owners’ families in order to keep the company’s doors 

open while it obtained new contracts and waited on payment for others. These 

loans were only given because CCS promised to repay the money quickly—for 

example, before a family member incurred a penalty for taking money out of their 

retirement account prematurely. By taking these loans, the company was able to 

stay afloat and, in doing so, paid approximately $640,000 on the Wells Fargo debt

in 2009 and 2010, before Alexander and Tatiana personally repaid the remaining 

$394,000 debt in the second half of 2010.

Even the Shapiro Group’s expert did not unequivocally opine CCS could 

have paid more of the Wells Fargo debt. The expert testified that in looking at the 

gross revenue minus all of the expenses of CCS from November 2010 to May 

2011—a period the Shapiro Group asked him to look at specifically—the company 
19

had a “net income” of $1.4 million. During direct examination, the expert was then 

asked, “Would the company have the net income available to make payments on 

that Wells Fargo debt?” He responded:

It would depend somewhat on the mix of the income and whether the 

receivables increase and so forth. If all that, if in a perfect world all 

this converted to cash and it was cash coming in the door minus the

expenses going out, yes, they would have 1.[4] million dollars worth 

of profit.

On cross-examination, the Shapiro Group’s expert agreed that showing $1.4 

million profits on the financial statements did not mean that much cash came into 

the business during that period. Specifically, part of the $1.4 million net income 

was based on the fact that a Shcharansky-family owned company forgave 

$425,000 in debt CCS owed it during that period. The expert also agreed there 

could be other noncash transactions affecting what he reported as the net income. 

The Shcharansky Group expert testified he “reviewed party loan activities 

to determine whether or not any of that activity impaired the company’s ability to 

make payments to Wells Fargo Bank.” He opined a better metric to measure 

CCS’s ability to pay more of the Wells Fargo debt was “net working capital,” which 

he described calculating by

look[ing] at what’s called current assets. And current assets are,

essentially, cash and things that are expected to become cash within 

the next twelve months, and so you could look at that as a closer 

measure of a company’s ability to come up with cash to make 

payments. And you could compare that to current liabilities and 

current liabilities are, essentially, obligations that are expected to 

come due within the next twelve months. 

He further explained that “[a] company with negative net working capital, it says 

that they have more obligations coming due than they have resources on hand 

right now. And so a negative working capital balance . . . would indicate that a 
20

company does not have the ability to make cash payments.” Generally using 

CCS’s yearly balance sheets from their tax returns, the Shcharansky Group expert 

indicated CCS had a negative net working capital every year between 2007 and 

May 2018—the last point at which the expert was asked to consider leading up to 

trial. He went further, opining that while he had not reviewed the balance sheet for 

every single day over the decade-long period, he had “a high degree of confidence 

that the company has just never dug themselves out of the hole they’ve been in 

since 2007, 2008.” He testified that companies with cash-flow issues, like CCS, 

would need short-term loans in order to not go out of the business “because if you 

can’t pay your employees and you can’t pay your vendors, you just can’t stay in 

business.” When asked what would have happened to the Wells Fargo debt if 

CCS shuttered rather than taking short-term loans from related parties, the expert 

testified:

Wells Fargo would not have been paid in full, for sure. I mean, since 

the beginning balance sheet that we looked at earlier in this 

testimony, the company’s net equity balance has been negative, and 

the company never had the ability to pay off all of its liabilities. And

so the Wells Fargo debt certainly would have been unpaid at least in 

part at any point in time in the last decade.

. . . .

I would say the short-term loans increased the probability that 

Wells Fargo can be paid back. If the company had not borrowed 

these funds, then they could have gone out of business a long time 

ago. The fact that they are able to stay in business allowed the

company to pay . . . over $600,000 back to Wells Fargo. And they 

would not have been able to do that had the company gone bankrupt 

prior to 2009.

Even if we assume the buyers breached the stock purchase agreement, there is 

not substantial evidence in the record to support the Shapiro Group’s claimed 
21

damages are related to the breach. Thus, the district court did not err in denying 

the motion for new trial. 

B. Reimbursement Claim. The Shapiro Group sued CCS as a third-party 

defendant for reimbursement of the amount of their liability for contribution. The 

Shapiro Group maintained that if they had to contribute to Alexander and Tatiana 

for the part of CCS’s obligation to Wells Fargo that Alexander and Tatiana paid 

personally, then CCS was required to reimburse the Shapiro Group members for 

that amount. See Hills Bank & Trust Co. v. Converse, 772 N.W.2d 764, 772 (Iowa 

2009) (adopting the Restatement (Third) of Suretyship and Guaranty and stating, 

“Under the Restatement, when a principal obligor has notice of the secondary 

obligation, the principal obligor has the duty to reimburse the secondary obligor to 

the extent the secondary obligor is called upon to perform, or if the secondary 

obligor settles with the obligee”). 

The parties agreed that in order for the Shapiro Group to be successful on 

their reimbursement claim against CCS, the Shapiro Group needed to prove all of 

the following:

1. As between CCS and the Shapiro Group, CCS was the 

principal obligor to Wells Fargo.

2. CCS and the Shapiro Group[11] did not make an express 

agreement regarding the obligations of CCS should the Shapiro 

Group pay or be compelled to pay the debt owed to Wells Fargo 

pursuant to the personal guarantees.

 

11 We note this is not the instruction given to the jury. While discussing the jury 

instructions before closing arguments, the Shapiro Group asked the court to 

change the second element from “The parties did not make an express 

agreement . . .” to “CCS and the Shapiro Group did not make an express 

agreement . . .” for purposes of clarity. The Shcharansky Group did not resist the 

change, and the court agreed to do so. However, the final instructions given to the 

jury did not include the edit. 
22

3. The Shapiro Group has been ordered to make payments 

on the debt owed to Wells Fargo pursuant to the personal 

guarantees.

4. The Shapiro Group has been damaged by CCS’s failure to 

make payments on the debt owed to Wells Fargo.

At the close of the evidence, it had been established that CCS was the primary 

obligor on the Wells Fargo debt while the members of the Shapiro Group were 

secondary obligors; Alexander and Tatiana Shcharansky had already won their 

contribution claim against the Shapiro Group members and the Shapiro Group 

would be ordered to make payments on that claim; and the Shapiro Group had 

been damaged by CCS’s failure to pay the debt. 

That left only the second element at issue. Under the Restatement (Third) 

of Suretyship and Guaranty, the default rule is that the primary obligor owes the 

secondary obligors if the secondary obligors settle the debt. See § 22 cmt. a (Oct. 

2019 Update) (“Just as the principal obligor impliedly agrees that it will perform the 

underlying obligation so that the secondary obligor will not have to perform, the 

principal obligor also agrees that it will reimburse the secondary obligor to the 

extent that the secondary obligor does perform, thereby fulfilling all or part of the 

underlying obligation.”). This default can be overcome by an express agreement 

limiting or foreclosing the secondary obligors’ right to reimbursement. See Hills 

Bank, 772 N.W.2d at 773 (noting the primary obligor has a duty to reimburse a 

secondary obligor because “the law raises an implied promise, unless there is an 

express one”). More specifically, the question at issue here was whether the stock 

purchase agreement relieved CCS of its implied promise to reimburse the Shapiro 

Group if they were forced to pay the Wells Fargo debt. 
23

1. Motions for Directed Verdict and JNOV. As with their motion for 

directed verdict on the breach-of-contract claim, the Shapiro Group’s motion 

regarding the reimbursement claim was not presented with enough specificity for 

us to review the issue on appeal.12 The Shapiro Group noted the element in 

dispute was whether a contractual obligation controlled CCS’s duty to reimburse,

but, when making their motion for directed verdict, they did not make any argument 

based on the evidence presented at trial nor offer legal analysis regarding why the 

stock purchase agreement was not an express agreement controlling the issue of

reimbursement. They stated:

[M]oreover your Honor, we as I said earlier we disagree, but there is

[not] a contractual obligation that takes this out of the realm of that. 

And I would draw the Court’s attention to comment A section 22 of 

that restatement section that’s been accepted by this Court. And it 

discusses the underlying obligation that this is—that this legal 

contribution claim is necessary to—because when a secondary 

obligor satisfies the obligation of a primary obligor that the primary

obligor is enriched considering that it is—it receives its money which

it should not, or receives its benefit and which it should not have. 

And at the expense of the secondary obligor and that is consistent

with what [the Shcharansky expert witness] testified today that 

Tatiana paying off the loan was considered debt forgiveness. It was 

considered on the income category of CCS.

Again, CCS got a benefit from the secondary obligor paying 

off this debt. And for those reasons we would request that the Court 

find that the elements of the legal—legal reimbursement claim have 

been established as a matter of law and grant a directed verdict on 

that claim as well as the other two claims presented by the Shapiro 

Group.

In their motion for JNOV, the Shapiro Group addressed the issue with more 

specificity, stating:

During closing argument, the Shcharansky Group’s counsel 

suggested the Stock Purchase Agreement was an express 

agreement that superseded CCS’s legal obligation to reimburse the

 

12 The Shcharansky Group contests error preservation on this issue.
24

Shapiro Group. This argument is illogical and unfounded based on 

the plain language of the Stock Purchase Agreement.

While CCS, the entity, was a signatory to the Stock Purchase 

Agreement [(SPA)], it was only because a lawsuit currently pending 

against CCS was being dismissed as part of the SPA, and the

Shapiro Group was resigning as shareholders, resignations that 

needed to be formally accepted CCS. The relevant language of 

Section 7.1 was a covenant between the Buyers, the individual 

members of the Shcharansky Group, and the Sellers, the individual

members of the Shapiro Group. CCS made no promises as part of 

Section 7.1. Moreover, no part of Section 7.1, nor the SPA in 

general, a fully integrated agreement, speaks to a separate

arrangement between CCS and the members of the Shapiro Group 

(or the Shcharansky Group) should those members be compelled to 

pay pursuant to their Wells Fargo personal guaranties. Moreover, 

there was no testimony from any witness nor any document 

presented at trial that addressed any sort of separate agreement on 

that issue. Accordingly, even taking the evidence in a light most 

favorable to the Shcharansky Group, all four elements of the legal 

reimbursement against CCS were established at trial, and no 

reasonable juror could find otherwise.

But, as we noted before, the motion for JNOV must stand on the grounds raised in 

the motion for directed verdict.13

We give no further consideration to the Shapiro Group’s claims the district 

court erred in denying their motions for directed verdict and for JNOV on the 

reimbursement claim. See Konicek v. Lommis Bros., Inc., 457 N.W.2d 614, 617 

(Iowa 1990) (“A judgment notwithstanding verdict must stand or fall on the grounds 

stated in the motion for directed verdict. On appeal, our review is limited to those 

grounds.”). 

2. Motion for New Trial. In the their motion for new trial, the Shapiro Group 

generally argued there was not sufficient evidence to sustain the jury’s conclusion 

that the stock purchase agreement constituted an express agreement that relieved 

 

13 While we recognize the district court rejected the reimbursement claim in its 

JNOV ruling, we are limited to the motion for directed verdict in our review.
25

CCS of its implied promise to reimburse the Shapiro Group for the Wells Fargo 

debt. The district court denied their motion, and we find no error in that decision.

While the stock purchase agreement does not explicitly discuss the issue 

of reimbursement between CCS as the primary obligor and the Shapiro Group

members as the secondary obligors, the evidence at trial could be found to show 

that this agreement was CCS’s and the Shapiro Group’s comprehensive 

agreement regarding the Wells Fargo debt—supplanting any implied promise. 

CCS had little, if any, money at the time the stock purchase agreement was 

executed, and the company was on the verge of bankruptcy. Meanwhile, the 

Shapiro Group members were each on the hook for the nearly $1 million CCS 

owed to Wells Fargo. Any implied promise to repay them had little to no value if 

CCS went bankrupt or became judgment proof. 

The Shapiro Group members were very concerned about the outstanding 

debt and made it the focus of their negotiations regarding the stock purchase

agreement. They wanted the buyers and CCS to guarantee the Shapiro Group 

members would not have to be responsible for discharging CCS’s debt 

personally—suggesting they recognized the lack of value of an implied promise for 

reimbursement in this situation. But the buyers knew the company was in a 

precarious financial situation and may not be able to discharge the whole amount, 

and they refused to include in the stock purchase agreement language that would 

hold the Shapiro Group harmless in case Wells Fargo sought to enforce the 

personal guarantees. The “best efforts” clause was the compromise the two sides 

reached in allocating the risk regarding the unpaid Wells Fargo debt. 
26

Next, the Shapiro Group also argues the stock purchase agreement cannot 

be an express agreement between them and CCS that overrides the implied 

promise to reimburse because the buyers’ covenant involves the Shapiro Group

and the buyers—not CCS. As stated before, the relevant contract language is:

7.1 Buyers’ Covenants. In connection with the transfer of the 

Shares to the Buyers pursuant to this Agreement, the Buyers hereby 

covenant that as the controlling shareholders of the Corporation, the 

Buyers will cause the Corporation to:

(a) Use best efforts to, and prior to the payment of any existing 

or new debt obligations payable by the Corporation to any Buyer or 

any Buyer’s immediate relative or any entity affiliated with any Buyer 

or any Buyer’s immediate relative, satisfy and repay in full all debt 

obligations of the Corporation owed to Wells Fargo Bank.

We agree that “Buyers’ Covenants” suggests duties or obligations taken on by the 

buyers rather than CCS. But the language of the section involves what the buyers 

promise—“as the controlling shareholders of” CCS—to cause CCS to do in the 

future. Moreover, CCS is a party to the stock purchase agreement. The first 

paragraph of the agreement states:

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) 

is made and entered, effective as of the 16th day of September 2007, 

by and among, Alex Shcharansky, Boris Shcharansky and Zoya 

Staroselsky (the “Buyers”), those individuals listed on Schedule A 

[the Shapiro Group], and Continuous Control Solutions, Inc., an Iowa 

corporation (the “Corporation”). 

And Vadim Shapiro signed the contract for the company as its president. 

Because the jury’s verdict in favor of CCS on the reimbursement claim is 

sustained by sufficient evidence, the district court did not err in denying the Shapiro 

Group’s motion for new trial. 
27

C. Scope of Trial.

The Shapiro Group maintains the district court erred in limiting the scope of 

the 2018 trial to the Shapiro Group’s cross-claims and counterclaims, preventing 

them from trying their affirmative defenses to Alexander and Tatiana 

Shcharansky’s contribution claim. They moved for new trial based on this alleged 

error. Because the motion for new trial was “based on a legal question,” we review 

for errors at law. Clinton Physical Therapy Servs P.C. v. John Deere Health Care, 

Inc., 714 N.W.2d 603, 609 (Iowa 2006) (citation omitted). 

The Shapiro Group maintains the 2017 ruling of the Iowa Supreme Court in 

Shcharansky v. Shapiro, 905 N.W.2d 579, 588 (Iowa 2017), should not have been 

understood to foreclose the litigation of their affirmative defenses to the 

Shcharanskys’ contribution claim. They argue that because the Shapiro Group 

prevailed on the issue of the contribution claim before the district court and this 

court, it was not “procedurally possible for the affirmative defenses to be 

considered.” They understand the supreme court’s lack of mention of the 

affirmative defenses to mean the court did not consider them—leaving them viable 

on remand. 

We recognize the supreme court’s opinion did not mention the Shapiro 

Group’s affirmative defenses. But the Shapiro Group admit in their appellate briefs 

that they did not “raise[] the affirmative defenses in their briefs for the prior appeal.” 

They assert it would have been improper for them to do so without a trial record or 

ruling regarding the affirmative defenses from the district court. But the affirmative 

defenses were tried as part of the 2015 trial to the bench on Alexander and Tatiana 

Shcharansky’s contribution claim. And “[i]t is well-settled law that a prevailing party 
28

can raise an alternative ground for affirmance on appeal without filing a notice of 

cross-appeal, as long as the prevailing party raised the alternative ground in the 

district court.” Duck Creek Tire Serv., Inc. v. Goodyear Corners, L.C., 7496 N.W.2d 

886, 893 (Iowa 2011). “A successful party, without appealing, may attempt to save 

a judgment on appeal based on grounds urged in the district court but not 

considered by that court.” Moyer v. City of Des Moines, 505 N.W.2d 191, 193 

(Iowa 1993). Their initial success on the contribution claim at the district court and 

the court of appeals did not prevent the Shapiro Group from pursuing their 

affirmative defenses as alternative grounds for affirmance before the supreme 

court. Their failure to do so waived having those affirmative defenses considered. 

See Shcharansky, 905 N.W.2d at 588 (concluding “the Shcharanskys are entitled 

to contribution from the Shapiro Group on the undisputed facts” and remanding to 

the district court only “for further proceedings on the Shapiro Group’s claims 

against the Shcharanskys”); Ostrem v. Prideco Secure Loan Fund, LP, 841 

N.W.2d 882, 904 (Iowa 2014) (“If we disagree with the basis for the court’s ruling, 

we may still affirm if there is an alternative ground, raised in the district court and 

urged on appeal, that can support the court’s decision.” (emphasis added)); In re 

E.S., No. 19-0944, 2019 WL 4678217, at *2 n.3 (Iowa Ct. App. Sept. 25, 2019) 

(noting that while there were other possible grounds upon which to affirm that were 

raised in the original petition, the State did “not venture to resurrect any of the other 

grounds pled in its petition” so those grounds would not be considered). 

D. Prejudgment Interest.

Alexander and Tatiana Shcharansky cross-appeal. They argue the district 

court erred in ruling against their motion asking the court to enter judgment in their 
29

favor “with interest at the statutory rate from the filing of the claim on January 10, 

2011.” We review for errors at law on the award (or lack thereof) of prejudgment 

interest. See Gosch v. Juelfs, 701 N.W.2d 90, 91 (Iowa 2005). 

Here, the district court determined that Iowa Code section 625.21 prevented 

the Shcharanskys from being awarded prejudgment interest. The statute says, 

“Except for an action brought pursuant to chapter 668, when the judgment is for 

the recovery of money, interest from the time of the verdict or report until judgment 

is finally entered shall be added to the costs of the party entitled to the costs.” Iowa 

Code § 625.21. 

The district court relied on section 625.21 in denying prejudgment interest 

without distinguishing between an interest award dating from a verdict and an 

interest award dating from filing a lawsuit. Section 625.21 allows for an award of 

interest from the time of the verdict—not waiting until the entry of the judgment—

for cases not brought pursuant to chapter 668. Here, it is undisputed the 

Shcharanskys did not bring their suit under the comparative fault act of chapter 

668. See Mulhern v. Catholic Health Initiatives, 799 N.W.2d 104, 113 (Iowa 2011) 

(noting the legislature created the comparative fault act of Iowa Code chapter 668 

in 1994 and “[b]y its terms, the purposes of the comparative fault act is to establish 

‘comparative fault as the basis for liability in relation to claims for damages arising 

from injury to or death of a person or harm to property’” (alteration in original) 

(citation omitted)). If anything, this statute supported the entry of interest from the 

date of the verdict in November 2018, rather than the April 2019 date when the 

court entered judgment—which the district court did not do. Additionally, section 
30

625.21 does not control the request for interest from the date of the 

commencement of an action. 

The Shcharanskys offer two “pathways” to an award of prejudgment interest

from the commencement of their action. First, they argue section 668.13(1) allows 

for it. That section provides, “Interest shall be allowed on all money due on 

judgments and decrees on actions brought pursuant to this chapter, subject to the 

following: 1. Interest . . . shall accrue from the date of the commencement of the 

action.” Iowa Code § 668.13(1). But as we stated, it is undisputed the 

Shcharanskys did not bring their contribution claim pursuant to the chapter 668 

comparative fault act. And, on its face, the section is limited to “actions brought 

pursuant to this chapter.” See id. Baumler v. Hemesath, 534 N.W.2d 650, 655–

56) (Iowa 1995), supports this understanding; in it, our supreme court rejected the 

party’s claim that interest should be governed by section 668.13 rather than 

chapter 535, noting the case was not tried pursuant to chapter 668 and therefore 

those interest provisions did not govern apply. This pathway fails. 

Second, the Shcharanskys argue section 535.2(1)(b) allows them to receive 

prejudgment interest. It provides, “[T]he rate of interest shall be five cents on the 

hundred by the year in the following cases . . . . Money after the same becomes 

due.” Iowa Code § 535.2(1)(b). The Shcharanskys maintain this section arguably 

allows them to receive interest from the date they discharged the Wells Fargo debt

in 2010 but, as they did at the district court, they ask that we award interest from 

the date they filed suit in January 2011.

“Generally, interest runs ‘from the time money becomes due and payable 

and, in the case of unliquidated claims, from the date they become liquidated.’” 
31

Hughes v. Burlington N. R.R. Co., 545 N.W.2d 318, 321 (Iowa 1996) (citation 

omitted). “Unliquidated damages normally become liquidated on the date of the 

judgment.” Id. “Iowa courts, however, have recognized an exception to the 

unliquidated claims rule when the damage is complete at a specified time.” 

Brenton Nat’l Bank v. Ross, 492 N.W.2d 441, 443 (Iowa Ct. App. 1992). “In such 

a situation, interest runs from the time the damage is complete even though the 

damage has not been fixed in a specific sum.” Id. 

Here, the damage was complete at the time Alexander and Tatiana 

discharged the Wells Fargo debt. Therefore, the district court erred in denying 

their request for interest from the day they filed their contribution claim. We reverse 

the district court’s ruling on prejudgment interest and remand for the court to 

correct the entry of judgment. 

IV. Conclusion.

We affirm the district court ruling as to all the issues raised by the Shapiro 

Group on appeal. However, on cross-appeal, we reverse the district court’s ruling 

as to Alexander and Tatiana Shcharansky’s request for interest from the day they 

filed their contribution claim. We remand for the limited purpose of correction of 

the judgment order.

AFFIRMED ON APPEAL; REVERSED AND REMANDED WITH 

DIRECTIONS ON CROSS-APPEAL.