IN THE COURT OF APPEALS OF IOWA

No. 23-0565

Filed August 21, 2024

SCHEER AGRI-ENTERPRISES, INC.,

Plaintiff-Appellant,

vs.

NORSVIN USA, LLC d/b/a TOPIGS NORSVIN USA and LEDGER SWINE 

FARMS, INC.,

Defendants-Appellees.

________________________________________________________________

Appeal from the Iowa District Court for Iowa County, David M. Cox, Judge.

Scheer Agri-Enterprises, Inc., appeals the district court’s orders granting 

summary judgment in favor of defendants. AFFIRMED.

Brant D. Kahler of Brown, Winick, Graves, Gross & Baskerville, P.L.C., Des 

Moines, for appellant.

William H. Roemerman of Read & Roemerman, PLC, Cedar Rapids, for 

appellee Ledger Swine Farms, Inc.

Rick J. Halbur and Matthew C. Berger of Gislason & Hunter LLP, New Ulm, 

Minnesota, for appellee Norsvin USA, LLC d/b/a Topigs Norsvin USA.

Heard by Bower, C.J., and Tabor and Greer, JJ., but decided by Tabor, P.J., 

Greer, J., and Bower, S.J.*

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

(2024).
2

BOWER, Senior Judge.

Scheer Agri-Enterprises, Inc. (Scheer) appeals the district court’s orders 

granting summary judgment in favor of Ledger Swine Farms, Inc., and Norsvin 

USA, LLC, d/b/a Topigs Norsvin USA and dismissing Scheer’s claims of 

negligence, breach of contract, breach of implied warranty, and vicarious liability. 

Upon review, we affirm.

I. Background Facts and Proceedings

Scheer is a farming company in the business of raising pigs for commercial 

sale. In 2017, Scheer approached Norsvin USA, LLC, d/b/a Topigs Norsvin USA 

(Topigs) about purchasing approximately 1000 gilts to use as breeding stock.1 

Topigs outsourced Scheer’s request to Ledger Swine Farms, Inc., (Ledger), which

sold swine containing Topigs’ genetic material under a licensing agreement with 

Topigs. Scheer agreed to purchase several loads of gilts from Ledger, pursuant 

to the terms of a “Genetic Supply Agreement” (GSA). Scheer and Ledger also 

discussed testing the gilts for porcine pathogens and diseases, including Porcine 

Reproductive & Respiratory Syndrome (PRRS). Ledger agreed to conduct saliva 

tests on the gilts prior to each load “unless the shipment occurred following a 

scheduled monthly veterinarian visit,” and “[f]or the shipments following a 

veterinarian visit, the parties would rely on the blood test conducted by the 

veterinarian.” Scheer Agri-Enters., Inc., 2020 WL 7383789, at *2.

1 Topigs owns a “certain genetic strain of swine breeding stock.” Scheer AgriEnters., Inc. v. Ledger Swine Farms, Inc., No. 19-1799, 2020 WL 7383789, at *2 

(Iowa Ct. App. Dec. 16, 2020). “Gilts are young female pigs that have not yet been 

bred.” Id. at *2 n.3.
3

The first delivery of gilts took place without issue on December 16, 2017. 

The second delivery of gilts took place on December 21, but shortly after delivery, 

the parties learned the gilts were positive for PRRS.2 Scheer’s facility sustained a 

PRRS outbreak. 

Scheer filed a lawsuit against Ledger, raising claims of breach of oral 

contract, breach of implied warranty, and negligence. Ledger resisted Scheer’s 

claims and raised affirmative defenses. Ledger filed a motion for summary 

judgment, which the district court granted without hearing.3 

Scheer appealed. Our court reversed the district court’s ruling, finding the 

court “improperly concluded there could be no showing of an enforceable oral 

agreement.” Id. at *9. Specifically, our court noted, “Ledger did not move for 

2 We previously explained in detail the facts leading up to the outbreak:

On December 20, the Ledger facility had its monthly 

veterinarian visit. The veterinarian drew blood samples and 

collected the saliva samples for PRRS testing and forwarded the 

samples to the Iowa State lab.

On December 21, Scheer’s truck and driver were scheduled 

to be in Iowa to deliver weaned pigs raised at [Scheer’s] High Gate 

facility. Scheer proposed to Ledger the second set of gilts could be 

loaded onto Scheer’s truck after that delivery was complete. When 

Scheer’s truck arrived at the Ledger facility, the gilts were loaded and 

the truck left for Scheer’s Missouri facility. Later that day, Ledger’s 

veterinarian called Ledger and orally notified him that the 

December 20 sample had been read by the laboratory as positive for 

the presence of PRRS. Ledger called Scheer and told him the pigs 

had tested positive for PRRS. Scheer advised Ledger the pigs had 

just been unloaded. The pigs were reloaded onto the truck that same 

day and were hauled to an isolated area where they were left on the 

trailer.

The High Gate facility suffered a PRRS outbreak.

Id. at *2–3.

3 The court also denied Scheer’s motion to amend its petition to add Topigs as a 

party, finding the motion “moot” as “Scheer has no live claim against Ledger for 

which Topigs could be held liable on a vicarious liability theory.”
4

summary judgment on grounds that there was no consideration for the asserted 

oral contract. Because the court granted summary judgment on a ground not 

raised—and of which Scheer was given no notice—it erred.” Id. at *6. Although 

we “stress[ed] that we are not making any determination on the merits of Scheer’s 

claims,” we “agree[d] with Scheer that there remain genuine issues of material fact 

as to the existence of an oral agreement and whether Ledger breached that 

agreement,” and we remanded for further proceedings. Id. at *8–9.

Meanwhile, Scheer filed a separate lawsuit against Topigs, alleging 

vicarious liability for the acts of Ledger. That action was stayed, pending the 

resolution of Scheer’s appeal. Procedendo issued in Scheer’s appeal, and on 

remand, the district court granted Scheer’s motion to consolidate the two cases. 

Topigs resisted Scheer’s claims and raised affirmative defenses. Ledger amended 

its answer to raise an affirmative defense of lack of consideration for the oral 

contract alleged by Scheer. 

Over the next few years, extensive discovery took place between the 

parties. Eventually, Topigs filed a cross-petition against Ledger.4 Topigs also filed 

a motion for summary judgment, which Scheer resisted. In March 2022, the district 

court entered an order granting Topigs’ motion and dismissing Scheer’s claims 

against Topigs.5

4 Topigs raised claims against Ledger for breach of contract, express contractual 

indemnification, implied contractual indemnification, and equitable indemnification, 

which Ledger resisted.

5 The district court further noted “it appears that the court’s grant of Topigs’ motion 

for summary judgment may render moot the relief sought in Topigs’ cross-petition 

against Ledger.” Topigs later filed a notice of voluntary dismissal without prejudice 

of its claims against Ledger.
5

Ledger filed a second motion for summary judgment. In March 2023, the 

court granted the motion and dismissed Scheer’s claims against Ledger.6 Scheer 

appeals the court’s orders granting summary judgment to Topigs and Ledger. 

Additional facts will be set forth below as relevant to the issues raised on appeal.

II. Standard of Review 

Our review of a district court ruling granting summary judgment is for 

correction of errors at law. Albaugh v. The Reserve, 930 N.W.2d 676, 682 

(Iowa 2019). “Summary judgment is proper when the moving party has shown 

‘there is no genuine issue as to any material fact and the moving party is entitled 

to judgment as a matter of law.’” Id. (citation omitted).

III. Discussion

On appeal, Scheer challenges the court’s dismissal of its negligence, 

breach-of-oral-contract, and breach-of-implied-warranty claims against Ledger. 

Scheer also challenges the court’s dismissal of its vicarious-liability claim against 

Topigs. We address Scheer’s claims in turn.

A. Negligence

Scheer alleged Ledger owed Scheer “a duty to test the gilts for sale prior to 

allowing the gilts to be transported to [Scheer]’s farm”; Ledger “breached its duty 

to [Scheer] when it failed to obtain test results prior to allowing [Scheer] to transport 

the gilts to [Scheer]’s farm”; Ledger’s “breach constitutes negligence”; and “[a]s a 

result of [Ledger]’s aforesaid negligence, [Scheer] has suffered damage to its 

property.” Specifically, Scheer claimed Ledger was negligent “(a) [b]y failing to 

6 The court “incorporate[d] the content of the March 28, 2022 summary judgment 

ruling” relating to Topigs in its order. 
6

timely test the gilts prior to transport; (b) [b]y failing to timely obtain test results prior 

to transport[7]; (c) [b]y failing to warn [Scheer] that the test results had not been 

received; [or] (d) [b]y other negligent acts which may be proven.” 

Scheer later clarified its “claim for damages is based upon the injury done 

to [its] existing swine herd—property that is completely separate and distinct from 

the contracted-for gilts delivered by [Ledger].” According to Scheer, “[t]his is an 

important distinction because Scheer’s existing herd is in no way considered, 

covered, or contemplated by the waivers and limitations contained in the contract 

for the sale of [Ledger]’s gilts.” Ultimately, the district court found Scheer’s 

negligence claim barred by the economic loss doctrine as well as Section E and 

Section K of the GSA. Scheer challenges the court’s rulings on each of these 

issues.

1. GSA

It is undisputed Walter Scheer, “in his capacity as president of Scheer AgriEnterprises Inc.,” signed the GSA on December 16, 2017,8 prior to the first delivery 

of gilts. The following provisions are included in the GSA:

V. CONDITIONS OF SALE: The Conditions of Sale, set out 

below, govern all sales by LSF [(Ledger Swine Farms)] to Customer 

and Customer’s use of products purchased from LSF:

A. WARRANTIES OF LSF REGARDING THE SALE OF 

ANIMALS

7

Insofar as Scheer claims federal law prohibits the shipment of “infected swine,” 

because this claim was not raised or addressed below, we decline to consider it 

on appeal. See Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002) (“It is a 

fundamental doctrine of appellate review that issues must ordinarily be both raised 

and decided by the district court before we will decide them on appeal.”).

8 Scheer also signed a Ledger Customer & Sales Order Form (Ledger Order Form) 

that same day, which “specifie[d] the number of pigs to be sold, the price to be 

paid[,] and some details of the delivery.” Scheer Agri-Enters., Inc., 2020 

WL 7383789, at *3.
7

1. Animals supplied under these Conditions of Sale have 

been inspected and certified in accordance with applicable federal 

and state animal health regulations.

. . . .

C. ISOLATION AND ACCLIMATIZATION OF ANIMALS. 

1. Customer will completely isolate all animals in a clean 

facility, physically separate from other swine for at least thirty (30) 

days, will follow the recommendations of a licensed veterinarian for 

isolation and for release of animals after the isolation period, and will 

not begin acclimatization procedures for thirty (30) days after 

delivery. LSF encourages Customer to test animals, at Customer’s 

expense, for pathogens or disease that are of concern to Customer 

while animals are in isolation.

2. Customer will acclimatize animals in a separate facility 

alongside existing stock for at least thirty (30) days after isolation, 

and will follow the recommendations of a licensed veterinarian for the 

release of animals from acclimatization.

Customer agrees and understands that LSF will have no duty 

to credit Customer for animals due to the presence of infectious 

agents unless Customer complies with the isolation and 

acclimatization processes set forth herein.

. . . .

E. LIMITATION OF LIABILITY. LSF’s liability for losses due 

to economically significant infectious agents, whether transmitted by 

or through semen or otherwise, or due to advice and information 

given by LSF, whether oral or written, or due to LSF’s breach of any 

warranty, or due to any other cause in respect of Animals or Semen 

will be limited to the credit procedure in the manner provided in 

Section D (Credits and Procedure). LSF will not be liable for 

incidental or consequential damages, including, without 

limitation, veterinarian’s fees, lost profits, loss of anticipated 

savings, or other incidental or consequential damages of any 

nature.

. . . .

H. DISEASE STATEMENT. Customer is experienced in 

swine breeding, and knows that organisms which cause swine 

diseases (called pathogens) are present in virtually every swine 

herd, including LSF’s swine herds, and in semen. New or different 

pathogens or diseases may arise at any time (See also LSF’s 

Isolation and Acclimatization recommendations, which identify 

pathogens for which LSF administers vaccines). The outbreak of 

diseases however is caused by many factors in addition to the 

presence of pathogens within an animal, a swine herd, or semen.

Although LSF attempts to minimize the presence of pathogens and 

diseases in its her[d]s and in the swine breeding stock it sells, LSF 

CANNOT AND DOES NOT WARRANT THE ABSENCE OF ANY 

PATHOGENS OR DISEASE IN THE ANIMALS SOLD BY LSF. 
8

PATHOGENS OR DISEASES MAY BE PRESENT AT TIME OF 

SALE OR MAY APPEAR LATER.

I. DISCLAIMER OF OTHER WARRANTIES. This agreement 

contains all of the warranties made by LSF to Customer. No other 

warranties, expressed or implied are given. Except as otherwise set 

out in this Agreement, all animals sold under this Agreement are sold 

“AS IS”. LSF SPECIFICALLY GIVES NO WARRANTY TO 

MERCHANTABILITY, HEALTH, OR FITNESS FOR A 

PARTICULAR PURPOSE EXCEPT AS SPECIFICALLY STATED 

IN THIS AGREEMENT.

LSF specifically disclaims any warranty of the genetic makeup of animals, the performance of animals, or the characteristics or 

performance of the progeny of animals, except as otherwise set out 

in this Agreement. There are no warranties that extend beyond 

this Agreement.

. . . .

K. EXCLUSIVE REMEDY. CUSTOMER’S REMEDY OF 

CREDIT FOR THE INVOICED COST OF AN ANIMAL, LESS 

SLAUGHTER VALUE, AS PROVIDED IN SECTION D., “CREDITS 

AND PROCEDURES,” OF THIS AGREEMENT, IS THE 

EXCLUSIVE REMEDY AGAINST LSF AND TOPIGS NORSVIN 

FOR ANY CLAIM ARISING OUT OF THE PURCHASE OF 

ANIMALS FROM LSF BY CUSTOMER. ALL OTHER REMEDIES, 

WHETHER UNDER STATUTE, REGULATION, CONTRACT, 

TORT, WARRANTY, NEGLIGENCE, OR ANY OTHER LEGAL 

THEORY OF ANY NATURE, ARE EXPRESSLY WAIVED BY 

CUSTOMER. CUSTOMER IS AWARE OF THE RISKS OF SWINE 

PRODUCTION AND THEREFORE THIS WAIVER IS NEITHER 

UNREASONABLE NOR UNCONSCIONABLE.

. . . .

N. ENTIRE AGREEMENT. THIS AGREEMENT 

CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES 

REGARDING THE MATTERS CO[V]ERED BY THIS 

AGREEMENT, AND SUPERSEDES ALL OTHER AGREEMENTS, 

REPRESENTATIONS, OR NEGOTIATIONS BETWEEN OR BY 

THE PARTIES HERETO, WHETHER ORAL OR WRITTEN, 

REGARDING SUCH MATTERS. THIS AGREEMENT MAY NOT 

BE AMENDED EXCEPT BY A WRITTEN DOCUMENT SIGNED BY 

BOTH PARTIES. CUSTOMER ACKNOWLEDGES THAT 

CUSTOMER HAS READ AND UNDERSTANDS THIS 

AGREEMENT AND ANY SCHEDULES ATTACHED TO THIS 

AGREEMENT, AND THAT CUSTOMER IS ENTERING INTO THIS 

AGREEM[ENT] VOLUNTARILY AND NOT IN RELIANCE ON ANY 

REPRESENTATION OF LSF EXCEPT AS HEREIN PROVIDED.

CUSTOMER AGREES, BY SIGNING BELOW, THAT LSF 

HAS GIVEN CUSTOMER NO PROMISES, WARRANTIES, 

GUARANTEES, OR REPRESENTATIONS EXCEPT AS 
9

SPECIFICALLY STATE[D] IN THIS AGREEMENT. TOPIGS 

NORSVIN PROVIDES NO WARRANTIES FOR ANY TOPIGS 

NORSVIN GENETICS ACQUIRED BY CUSTOMER FROM LSF.

The district court found Scheer’s negligence claim barred by Section E and 

Section K of the GSA. Specifically, the court held:

Even if [Scheer] now is relying on “separate and distinct” damages 

caused by the delivery of the infected pigs, the Court agrees with 

Ledger that the GSA specifically contemplates the possibility of the 

animals being harmed by infectious agents [under Section E], and in 

such a case, the risk of damages is allocated to the buyer, [Scheer]. 

Section K of the agreement clearly provides that the contract is the 

exclusive remedy for any claim arising from the purchase of the pigs.

On appeal, Scheer argues these terms of the GSA are unenforceable and 

therefore “do not bar Scheer’s negligence claim.” Specifically, according to 

Scheer, interpreting Section K of the GSA as a waiver to any claim for damages to 

Scheer’s “barn or the animals contained therein” “would render the agreement 

unconscionable and therefore unenforceable.”9 “Under Iowa law, a court 

considering a claim of unconscionability should consider the factors of assent, 

unfair surprise, notice, disparity of bargaining power, and substantive unfairness.” 

Brunsman v. DeKalb Swine Breeders, Inc., 138 F.3d 358, 360 (8th Cir. 1998).

In Brunsman, the court considered a claim of unconscionability relating to a 

contract for the sale of breeding boars. Id. at 359. The contract contained 

provisions for limitations on warranties, remedies, and damages nearly identical to 

the provisions at issue here. Id. (noting the contract “disclaimed any warranty of 

merchantability, health, or fitness for a particular purpose and limited the buyer’s 

9 Scheer also claims Sections E and K “are unenforceable due to their failure of 

essential purpose.” However, because this contention was neither raised before 

nor addressed by the district court, we decline to consider it on appeal. See Meier, 

641 N.W.2d at 537.
10

remedy to replacement of the boars”). “The boars allegedly transmitted a virus to 

the Brunsmans’ and Nelsons’ sows, causing the sows to give birth to piglets that 

suffered from ‘Shaky Pig Syndrome.’” Id. On the plaintiffs’ claim of 

unconscionability, the court determined: 

The question is not a difficult one in this case, since the 

Brunsmans’ and Nelsons’ briefs concede that they agreed to the 

terms and that they were “free to go elsewhere for breeding stock.”[10]

Thus, the factors of assent and disparity of bargaining power do not 

help the buyers. There can be no plausible claim of unfair surprise 

or lack of notice, since the limitation of warranty was in plain 

language, intelligible to a layman, and was printed in the most 

emphatic typeface on the front of the contract. Moreover, the front 

of the contract alerted the buyer to a statement on pathogens 

expressly stating that DeKalb’s herd had been exposed to the virus 

that the boars were later found to carry. As for substantive 

unfairness, Iowa Code section 554.2316(2) (1995) permits parties to 

negate implied warranties if the exclusion meets certain standards, 

which the contracts in these cases met. The Brunsmans and the 

Nelsons have made no showing sufficient to establish that the 

limitations of warranties in their contracts were unconscionable as a 

matter of law.

Id. at 360. The court therefore affirmed the district court’s order granting summary 

judgment in favor of the defendant. Id.

Scheer claims the circumstances in Brunsman “are readily distinguishable 

from the case at hand.” We disagree. On this issue, the district court found:

Even when the facts are viewed in the light most favorable to 

[Scheer], the court finds no genuine issue of material fact on the 

question of whether the contract is unconscionable. As in Brunsman, 

the limitation of warranty was in plain language, was understandable 

by a layman, was printed in bold, and the contract itself listed 

numerous examples of the types of damages that were excluded by 

the agreement, including veterinarian’s fees, lost profits, and loss of

10 Similarly, here, Walter Scheer acknowledged Scheer could have purchased gilts 

from another source. As he stated, “I would say we were maybe 80 percent certain

that we wanted to go with Topigs, but we would have certainly been influenced by 

something negative that may have crept up, you know, in the health or

performance of the Topig animals that we received.”
11

anticipated savings. [Scheer] has not made a showing that would 

establish that these limitations are unconscionable as a matter of 

law, including as to questions of assent, unfair surprise, notice,

disparity of bargaining power, and substantive unfairness.

Finding no error in the court’s decision, we affirm on this issue.

2. Economic Loss Doctrine 

Scheer also challenges the district court’s holding that the economic loss 

doctrine bars Scheer’s negligence claim. This rule provides “a plaintiff who has 

suffered only economic loss due to another’s negligence has not been injured in a 

manner which is legally cognizable or compensable.” Annett Holdings, Inc. v. Kum 

& Go, L.C., 801 N.W.2d 499, 503 (Iowa 2011) (citation omitted). In other words, 

“there is no recovery in negligence for pure economic loss, that is, for economic 

loss unrelated to injury to the person or the property of the plaintiff.” Id. (citation 

omitted). The rule is meant to prevent parties litigating in tort what should be 

litigated in contract where, presumably, the parties “have allocated [expectations 

of the contractual relationship] between themselves in their contract.” Id.

The district court found Determan v. Johnson, 613 N.W.2d 259 (Iowa 2000) 

to be instructive on this issue. In Determan, defendant homesellers limited their

liability via contractual waivers. 613 N.W.2d at 260. The court applied the 

economic loss rule because there was no link between the defendants and a 

hazardous collapse; instead, “the plaintiff’s claim [wa]s based on her unfulfilled 

expectations with respect to the quality of the home she purchased.” Id. at 263. 

The court specified, “there has been no ‘sudden or accidental occurrence’; rather 

the harm for which the plaintiff seeks to recover ‘relates to [the plaintiff’s] 

disappointed expectations due to deterioration, internal breakdown or non-
12

accidental cause.’” Id. at 264 (quoting Nelson v. Todd’s Ltd., 426 

N.W.2d 120, 124–25 (Iowa 1988) (“When a buyer loses the benefit of his bargain 

because the goods are defective . . . he has his contract to look to for remedies. 

Tort law need not, and should not, enter the picture.”)). 

Here, the court found “this case is akin to Determan, in that only economic 

harm has been suffered due to Plaintiff’s unfulfilled expectations regarding the 

agreement to purchase the gilts. The case does not involve the types of damages 

that would support a negligence claim.” We find no error in the court’s conclusion. 

See also Ziel v. Energy Panel Structures, Inc., No. 19-0508, 2020 WL 4498064, 

at *6 (Iowa Ct. App. Aug. 5, 2020) (finding tort claims barred by the economic loss 

doctrine when there was physical harm to property other than the product itself);

Webb v. Midwest Storm Co., No. 19-0041, 2020 WL 1879702, at *2 (Iowa Ct. App. 

Apr. 15, 2020) (finding the plaintiffs’ claims “are contract claims, not negligence 

claims”). Although Scheer maintains its “claim for damages is based upon the 

injury done to [Scheer’s] existing swine herd—property that is completely separate 

and distinct from the contracted-for gilts delivered by [Ledger],” and Scheer 

persists “[t]his is an important distinction because Scheer’s existing herd is in no 

way considered, covered, or contemplated by the waivers and limitations 

contained in the contract for the sale of [Ledger]’s gilts,” the fact remains that 

Scheer’s loss resulted in consequential damages compensable in contract, not 

tort. See, e.g., Richards v. Midland Brick Sales Co., 551 N.W.2d 649, 651 (Iowa 

Ct. App. 1996).

Moreover, as we have determined above, the parties’ contract terms 

defeated Scheer’s tort claim. See Calabretto Bldg. Grp. v. Tradesmen Int’l, LLC., 
13

No. 22-1184, 2023 WL 7391670, at *6 (Iowa Ct. App. Nov. 8, 2023) (“As we 

reasoned above, . . . the relevant terms of the client services agreement [are 

enforceable]. . . . That agreement bars Calabretto’s tort claim alleging negligence

. . . . Thus, summary judgment for Tradesmen was proper.”). We affirm on this 

issue.

B. Breach of Oral Contract

Scheer alleged Ledger and Scheer “orally agreed [Ledger] would test the 

gilts [Ledger] was seeking to sell to [Scheer]”; “[b]oth parties understood [Ledger] 

was to test for porcine diseases including the PRRS disease”; “[b]oth parties 

understood [Ledger] was to test the gilts and obtain test results prior to the transfer 

of the gilts from [Ledger]’s possession to [Scheer]’s possession”; and “[b]oth 

parties understood [Scheer] had no desire to purchase gilt pigs that had not been 

tested for PRRS.” Scheer claimed Ledger breached the oral agreement by (a) 

“failing to timely test the gilts for diseases”; (b) “transferring gilt pigs to [Scheer]

without first obtaining the test results”; (c) “failing to tell [Scheer] that the gilts had 

not been timely tested”; [and/or] (d) “failing to tell [Scheer] that the gilts were being 

transferred prior to the receipt of the test results.” Scheer further claimed, “As a 

result of [Ledger]’s breach, [Scheer] has suffered and continues to suffer damages” 

and Scheer was “entitled to recover the full amount of consequential damages 

incurred as a result of [Ledger]’s breach.” The district court granted summary 

judgment on Scheer’s claim on two bases. The court found it was barred by 

Section N of the GSA and it failed for lack of consideration. Scheer challenges the 

court’s rulings on each of these issues.
14

1. Fully Integrated Agreement 

It is undisputed Scheer and Ledger signed two agreements: the GSA (set 

forth in relevant part above) and the Ledger Order Form (which was incorporated 

into the GSA). The Ledger Order Form provides as follows:
15

It is undisputed the parties understood Scheer was not going to isolate the 

gilts upon delivery per “protocol,” and therefore, the parties discussed the 

possibility of doing additional testing. Before the agreements were signed, Ledger 

stated he would “do[ ] oral fluids testing of the weeks that we were going to ship
16

gilts to Mr. Scheer if it was opposite of where we were not having the vet bleed.” 

Neither agreement contained provisions relating to oral fluids testing. Indeed, the 

Ledger Order Form has a space for “Pre-Transport Diagnostic Testing,” which was 

left blank.

The GSA, however, “contained strict language regarding limitations of 

liability, warranties, remedies, and, as noted, an integration clause.” Scheer AgriEnters., Inc., 2020 WL 7383789, at *10 (Greer, J., concurring in part and dissenting 

in part). The integration clause contained in Section N stated the GSA (and Ledger 

Order Form) “constitutes the entire agreement of the parties regarding the matters 

co[v]ered by this agreement” and it “supersedes all other agreements, 

representations, or negotiations between or by the parties hereto, whether oral or 

written, regarding such matters.” Cf. Cannon v. Bodensteiner Implement Co., 903 

N.W.2d 322, 328–29 (Iowa 2017) (“The presence of an integration clause is one 

factor we take into account in determining whether an agreement is fully 

integrated.” (citation omitted)).

Scheer testified he read and understood the agreements before he signed. 

Specifically, Scheer stated:

Q. All right. You agree you had a chance to read it? A. Uhhuh. Yes.

Q. All right. Since this dispute has come up, have you read 

it? A. Yes. It hasn’t changed.

Q. No, I understand that. I was going to ask you, when you 

read it at any time, was there any part of it that you read it and said I 

don’t know what that means? A. No.

Q. You feel like you understood it? A. Yeah, I understood it. 

It was standard. It was standard industry warble.

Q. When you say warble, did you understand you were 

agreeing to the terms of that when you took delivery of those pigs? 

A. Yes.

. . . .
17

Q. Just above your signature it says, quote, I, the 

undersigned, wish to purchase these animals subject to the terms 

and conditions of sale as has been presented to me by Ledger Swine 

Farms. Did you understand that the genetic supply agreement was 

part of the terms? A. Yes.

There is no question the parties were experienced in the pig breeding 

industry and aware of the risks associated with porcine pathogens and diseases. 

The Ledger Order Form set forth “herd health information” and provided details 

about delivery. “Despite the ‘standard industry warble,’” Scheer signed the 

agreements, “admitting he had to before Ledger would give him pigs.” Scheer 

Agri-Enters., Inc., 2020 WL 7383789, at *11 (Greer, J., concurring in part and 

dissenting in part). Moreover, as Ledger accurately points out, “Ledger agreed to 

test[, but t]he parties never agreed to withhold shipments until test results were in 

hand,” and the timing of the deliveries were up to Scheer. On this issue, the district 

court found “extensive discovery has taken place since the Court of Appeals

entered its opinion, and the record has been developed beyond what it was when 

[the district court] entered summary judgment.” We agree with the district court 

that Scheer “has offered no specific evidentiary fact to show a genuine issue of 

material fact on the question of integration.” Cf. Cannon, 903 N.W.2d at 328 

(“Determining whether an agreement is fully integrated is a question of fact, to be 

determined from the totality of the evidence.” (citation omitted)). 

In a fully integrated agreement, a party may not use extrinsic evidence, such 

as a prior oral agreement, “solely to vary, add to, or subtract from the agreement.”

C & J Vantage Leasing Co. v. Wolfe, 795 N.W.2d 65, 85 (Iowa 2011); see 

Montgomery Props. Corp. v. Econ. Forms Corp., 305 N.W.2d 470, 475–76 

(Iowa 1981) (holding “where the handcrafted contract contains an integration 
18

clause, where the parties were sophisticated business persons represented by 

counsel and of equal bargaining strength, and where terms of the alleged oral 

agreement reasonably would be expected to be included in the exchange 

agreement,” there was no error when court sustained a parol evidence rule 

objection and excluded evidence to vary the contract’s terms); see generally Iowa 

Code § 554.2202 (2017) (setting forth the parol evidence rule). 

As the district court found:

Even when the facts are considered in the light most favorable 

to [Scheer], the court concludes there are no genuine issues of fact 

on the question of whether the integration clause in the agreement 

prohibits [Scheer] from relying on any oral agreement to create 

additional contractual terms between the parties, and as to whether 

any consideration existed to create a verbal contract. . . .

. . . . The court is persuaded that the undisputed facts show 

that the GSA is a fully integrated document to which oral terms 

cannot be added to vary or subtract from the GSA. . . . The 

contractual language is clear regarding the full extent of the parties’ 

agreement, and prohibits [Scheer] from stating a claim based on any 

additional oral terms not included in the GSA.

Finding no error in the court’s ruling, we affirm on this issue.11

2. Lack of Consideration 

A valid contract requires an offer, acceptance, and consideration. 

Margeson v. Artis, 776 N.W.2d 652, 655 (Iowa 2009).

Generally, the element of consideration ensures the promise 

sought to be enforced was bargained for and given in exchange for 

a reciprocal promise or an act. Thus, a promise made by one party 

to a contract normally cannot be enforced by the other party to the 

contract unless the party to whom the promise was made provided 

some promise or performance in exchange for the promise sought to 

be enforced. In other words, if the promisor did not seek anything in 

exchange for the promise made or if the promisor sought something 

11 Insofar as Scheer claims the district court “failed to consider usage of trade” and 

“failed to consider course of performance” relating to this claim, we find Scheer 

failed to preserve error on these specific issues. See Meier, 641 N.W.2d at 537.
19

the law does not value as consideration, the promise made by the 

promisor is unenforceable due to the absence of consideration. 

Id. at 655–56 (internal citation omitted). “A lack of consideration means no contract 

is ever formed.” Johnson v. Dodgen, 451 N.W.2d 168, 172 (Iowa 1990). 

It is undisputed there was no consideration for Ledger’s oral agreement to 

conduct testing, but Scheer claims it “would not have signed the GSA but for 

Ledger’s offer to conduct additional testing.” In other words, Scheer claims there 

was no consideration because Ledger had a preexisting duty under the written 

agreements. However, “[w]e look for consideration from the language in the 

contract and by ‘what the parties contemplated at the time the instrument was 

executed.’” Margeson, 776 N.W.2d at 656 (citation omitted). On this issue, the 

district court found:

[E]ven when the facts are viewed in the light most favorable to 

[Scheer], there is no genuine issue of material fact on the question 

of whether there was any consideration for the contract [Scheer] 

claims exists. Mr. Ledger’s second deposition establishes that 

[Scheer] asked Ledger to test the gilts for PRRS before shipment, 

and Mr. Ledger said “okay.” ([“]Q: So he just asked you to do it and 

you said okay? A: Yes.”). There was no benefit or return promise to 

Ledger, and thus the contract claimed by [Scheer] is missing the 

essential element of consideration. [Scheer] has offered no specific 

evidentiary fact showing a genuine issue of material fact on the 

question of consideration for the contract. The court notes that 

[Scheer] has argued that consideration exists in the form of 

[Scheer]’s agreement to purchase the gilts, but, as Ledger has 

argued, this verbal agreement was not integrated into the parties’ 

written agreement. Further, the court does not view [Scheer]’s 

agreement that the additional testing would occur as consideration, 

since the undisputed facts show that [Scheer] asked for the 

additional testing, and Mr. Ledger responded “okay.” As compared 

to the appeal of [the district court’s prior summary judgment] ruling, 

Ledger now clearly has pled lack of consideration as an affirmative 

defense [and Scheer] has received adequate notice of Ledger’s 

reliance on the affirmative defense of lack of consideration, both in 

the pleadings and through the appeal process. Because there is a 
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lack of consideration, a verbal contract was not formed between 

[Scheer] and Ledger.

Finding no error in the court’s ruling, we affirm on this issue.

C. Breach of Implied Warranty

Scheer alleged, “By signaling to [Scheer] that the gilt pigs were available for 

pick up and transport on December 21, 2017, [Ledger] impliedly warranted that the 

gilts had been tested for PRRS and that the test results had confirmed the gilts did 

not contain porcine diseases, including b[ut] not limited to PRRS” and Ledger 

“breached the implied warranty made to [Scheer], causing [Scheer] to sustain 

damages.” Scheer claimed it therefore was “entitled to recover all actual, 

incidental, and consequential damages that flow directly and in a foreseeable 

fashion from [Ledger]’s breach.” 

In granting summary judgment in favor of the defendants, the district court 

did not expressly address this claim. On appeal, Scheer claims “the district court 

committed reversible error” by failing to “address Scheer’s breach of implied 

warranty claim.” “When a district court fails to rule on an issue properly raised by 

a party, the party who raised the issue must file a motion requesting a ruling in 

order to preserve error for appeal.” Meier, 641 N.W.2d at 537. Accordingly, this 

claim is not preserved.

D. Vicarious Liability

As noted above, Scheer filed a separate action against Topigs, alleging 

Topigs was vicariously liable for the same claims raised against Ledger. The 
21

district court entered summary judgment in favor of Topigs. On appeal, Scheer 

challenges the court’s findings that Ledger was not acting as Topigs’ agent.12 

At the outset, we observe our findings above essentially preclude Scheer’s 

claims against Topigs. See, e.g., Hook v. Trevino, 839 N.W.2d 434, 441 

(Iowa 2013) (noting “an adjudication that the agent was not negligent will preclude 

the principal’s vicarious liability”). We therefore affirm the court’s order granting 

summary judgment on those claims. However, we reiterate the following sound 

analysis by the court with respect to the alleged agency relationship between 

Ledger and Topigs: 

Even when the facts are viewed in the light most favorable to 

[Scheer], the court concludes there are no genuine issues of material 

fact on the question of whether Ledger was acting as Topigs’ agent 

with respect to the sale of the gilts. In his second deposition 

testimony, Mr. Scheer admitted that Ledger owned the gilts, and was 

selling them to [Scheer]. Mr. Ledger also admitted [Scheer] was

purchasing the gilts from Ledger, not Topigs. Thus, there was 

nothing for which Ledger could act on behalf of Topigs. Even if 

Ledger could have acted for Topigs, Mr. Ledger testified in his most 

recent deposition that he was acting on his own behalf in the sale of 

the gilts to [Scheer]. Further, [Scheer] has not set forth any specific 

evidentiary fact showing the existence of a genuine issue of material 

fact on the question of whether Topigs took any actions to utilize 

Ledger in an agency relationship. Rather, [Scheer] relies on mere 

allegations that Ledger was acting for Topigs, without identifying any 

specific actions or statements from Topigs that would create an 

agency relationship with Ledger. [Scheer] relies on a separate 

agreement between Topigs and Ledger, the “Agency and Topigs

Norsvin Genetics Grow-Out Agreement,” as a basis for the court to 

find a fact question on whether Ledger was acting as Topigs’ agent. 

However, as Topigs points out, [Scheer]’s own discovery responses 

indicate that [Scheer] was not aware of this agreement until after this 

action was filed. This negates any argument that [Scheer] believed 

12 Scheer also claims the court erred in finding its claims against Topigs were 

released by a January 2018 gilt purchase agreement and an October 2018 

settlement and challenges the court’s statement relating to the statute of limitations 

set forth in Iowa Code section 554.2719. In light of our review and disposition of 

the other issues raised on appeal, we need to reach these alternative claims.
22

Ledger to have apparent authority to act for Topigs at the time the 

transaction between [Scheer] and Ledger. Ledger was not acting as

Topigs’ agent with respect to the sale of the gilts, and [Scheer]

cannot succeed on its vicarious liability claim against Topigs.

IV. Conclusion

In sum, we affirm the district court’s orders granting summary judgment in 

favor of Ledger and Topigs and dismissing Scheer’s claims of negligence, breach 

of contract, breach of implied warranty, and vicarious liability. 

AFFIRMED.