              IN THE SUPREME COURT OF IOWA
                               No. 18–0599

                            Filed April 12, 2019


WELLS FARGO EQUIPMENT FINANCE, INC.,

      Appellee,

vs.

JASON RETTERATH and ANALIA RETTERATH,

      Appellants.



      Appeal from the Iowa District Court for Chickasaw County,

Richard D. Stochl, Judge.



      A judgment debtor and his wife appeal from a district court ruling

dismissing their petition to vacate a charging order. AFFIRMED.



      Jason W. Miller of Patterson Law Firm, L.L.P., Des Moines, for

appellants.


      G. Mark Rice and Johannes H. Moorlach of Whitfield & Eddy, P.L.C.,

Des Moines, for appellee.
                                     2

CHRISTENSEN, Justice.

        A judgment creditor filed foreign judgments and obtained a charging

order to execute these foreign judgments in Iowa district court against the

judgment debtor’s membership interests in an Iowa limited liability

company (LLC). The judgment debtor and his wife filed a petition to vacate

the charging order based on their claim that the creditor could not attach

these interests since the debtor and his wife owned them as a tenancy by

the entireties in their domicile of Florida. The creditor filed a motion for

summary judgment, maintaining Iowa law governs and the legal doctrine

of tenancy by the entireties does not exempt the debtor’s membership

interest in the Iowa LLC since Iowa does not recognize tenancy by the

entireties. The district court granted the creditor’s motion for summary

judgment and dismissed the couple’s petition to vacate the charging order.

        On appeal, the couple presents multiple claims. First, they argue

the district court erred by applying Iowa law instead of Florida law.

Second, they contend the district court erred in determining the couple

did not own their membership units in a tenancy by the entireties. Third,

the couple claims the foreign judgments were not properly registered, nor

was the charging order properly issued. Finally, they challenge the district

court’s ruling that there were no due process grounds to vacate the

charging order. For the reasons set forth below, we affirm the district court

judgment.

        I. Background Facts and Proceedings.

        Jason and Analia Retterath are Florida citizens and residents of

Palm Beach County, Florida, who have been married since February 13,

1999.     Wells Fargo Equipment Finance, Inc. (WFEFI) is a Minnesota

corporation with its principal office in Minneapolis, Minnesota, that is the

owner and holder of two Florida judgments against Jason arising from its
                                     3

suit against Jason in Broward County, Florida. The litigation that led to

these judgments began in November 2009, and the judgments were

entered on August 22, 2011, and January 23, 2012.

      On December 22, 2015, WFEFI caused these judgments to be filed

in the Iowa District Court for Chickasaw County alongside an affidavit in

support of foreign judgment, listing Jason’s name and last known address.

The clerk of court did not make a note of the mailing notice of the filing of

WFEFI’s foreign judgments to Jason in the docket. On January 6, 2016,

WFEFI filed its application for charging order pursuant to Iowa Code

section 489.503 in Iowa district court.     WFEFI sought to execute the

Florida judgments against Jason’s membership interest in Homeland

Energy Solutions, LLC, (Homeland), an Iowa limited liability company that

has its home offices in Lawler, Iowa.     Counsel for WFEFI certified the

application, which was mailed to Jason in conjunction with its filing.

Jason stated in an affidavit that he did not “receive service of process or

otherwise receive notice of the proceedings that resulted in the Charging

Order.”

      Homeland owns and operates ethanol production and by-product

production facilities, and it also markets and processes ethanol and

related by-products. Though it is located in Iowa, Homeland began selling

membership units in the state of Florida in 2006. Its affairs are governed

by its operating agreement, which is entered into between Homeland and

“each of the Persons identified as Members on the Company’s Unit holder

Register and any other Persons that may from time-to-time be admitted as

Members of the Company in accordance with the terms” of the agreement.

According to the agreement, “[t]he laws of the State of Iowa shall govern

the validity of this Agreement, the construction of its terms, and the

interpretation of the rights and duties arising thereunder.”
                                    4

      Jason acquired his membership interest in Homeland in his

individual capacity on October 29, 2007, when he purchased 2000 units

at a price of $1000 per unit. He acquired an additional 250 units in his

individual capacity by means of a corporate transfer of assets agreement

on May 14, 2010, which was after WFEFI commenced its Florida action

against Jason.   On December 15, 2010, Jason transferred all of his

individual membership units in Homeland to himself and Analia through

a unit transfer application. The transfer application required Jason to

choose one of the following forms of ownership: individual, joint tenants

with right of survivorship, corporation on partnership, trust, or other.

Jason marked the “Joint Tenants with Right of Survivorship” box to

indicate the form of ownership. The Retteraths file tax returns in Iowa to,

among other things, report the income they receive from Homeland. Prior

to the charging order, Homeland made distribution payments directly to

the Retteraths’ personal joint banking account in Florida.

      On January 8, 2016, WFEFI filed an affidavit regarding the amounts

due on the Florida judgments, which was served on Jason.           Shortly

thereafter, the district court entered a charging order on January 12,

which stated,

             IT IS, THEREFORE, ORDERED that WFEFI is hereby
      granted a charging order against the entire membership
      interest of [Jason] Retterath in Homeland pursuant to Iowa
      Code section 489.503. Any amount to be distributed to
      [Jason] Retterath up to and including the amount to fully
      satisfy WFEFI shall be remitted payable to Wells Fargo
      Equipment Finance, Inc. . . . Any amount so received by
      WFEFI shall be satisfied, and WFEFI shall submit a partial or
      full satisfaction as appropriate to indicate the status of the
      Charging Order. In the event of full satisfaction, any surplus
      shall be paid to Retterath.

The charging order was served on Jason through the mail to his correct

address.
                                     5

      On July 13, Jason and Analia Retterath filed a petition to vacate the

charging order, claiming they took possession of the Homeland

membership units simultaneously as tenants by the entireties under

Florida law.    The Retteraths maintained Florida law governs their

ownership of the Homeland units and Florida law prohibits making

property owned as a tenancy by the entireties available to answer for the

judgment debts of one of the tenants individually.      The petition noted

Analia was never served with process or otherwise provided notice of the

application for charging and claimed this lack of notice violated Analia’s

due process rights under the Federal and Iowa Constitutions.            The

Retteraths also claimed the statutory scheme of Iowa Code chapter 626A

violates their right to procedural due process.

      WFEFI filed its answer to the petition to vacate on August 5,

asserting Iowa law governs the parties’ dispute and the legal doctrine of

tenancy by the entireties does not exempt Jason’s membership interest in

Homeland from the judgment.       Thus, WFEFI argued as an affirmative

defense that the Retteraths failed to state a claim for which relief may be

granted. WFEFI and the Retteraths filed motions for summary judgment

on March 3, 2017, and the parties filed a resistance to the opposing party’s

respective motion for summary judgment on March 24.

      On February 8, 2018, the district court granted WFEFI’s motion for

summary judgment and denied the Retteraths’ motion for summary

judgment. The district court also dismissed the Retteraths’ petition to

vacate the charging order.      Though the district court found it was

unnecessary to determine whether Florida or Iowa law applied, it still

addressed the issue and determined Iowa law applied since “Iowa has the

most significant contacts with this dispute.”     Nevertheless, the district

court concluded a tenancy by the entireties did not exist even if Florida
                                     6

law applied since they did not receive title from the same conveyance. The

district court explained Jason received his membership interest from

Homeland, while Analia later received her membership interest from

Jason.   Finally, the district court addressed WFEFI’s claim from its

supplemental brief, which accused Jason of fraudulent conversion for

transferring his Homeland membership units to avoid creditors to the

underlying lawsuit. The district court concluded additional findings of fact

were required and denied summary judgment on the fraudulent

conversion issue.

      On February 23, the Retteraths filed a motion to enlarge and modify

pursuant to Iowa Rule of Civil Procedure 1.904(2), requesting the district

court rule upon their claims that the charging order is void because it was

issued without jurisdiction over the Retteraths, the statutory scheme of

Iowa Code chapter 626A violates their right to procedural due process, and

the charging order violated Analia’s right to due process. The district court

entered an addendum to its ruling on the motions for summary judgment

on March 7. The district court denied the Retteraths’ request to set aside

the charging order on due process grounds because Analia was not

entitled to notice since she was not a judgment debtor of WFEFI and the

order did not direct any collection against her interest. The Retteraths

filed their notice of appeal on April 2.    We subsequently granted and

retained the appeal.

      II. Standard of Review.

      We review the district court’s ruling on a motion to vacate for the

“correction of errors at law, not de novo.” State ex rel. Goettsch v. Diacide

Distribs., Inc., 596 N.W.2d 532, 537 (Iowa 1999).       The district court’s

factual “findings are binding on us if there is substantial evidence to

support them.” In re Tr. of Killian, 494 N.W.2d 672, 675 (Iowa 1993)
                                      7

(quoting Mishler v. Stouwie, 301 N.W.2d 744, 747 (Iowa 1981)). We also

“review a district court ruling on a motion for summary judgment for

correction of errors at law.” Jahnke v. Deere & Co., 912 N.W.2d 136, 141

(Iowa 2018) (quoting Homan v. Branstad, 887 N.W.2d 153, 163 (Iowa

2016)).   “When the summary judgment was on a constitutional issue,

however, our review is de novo.”      Weizberg v. City of Des Moines, 923

N.W.2d 200, 211 (Iowa 2018). Summary judgment is appropriate “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.’ ”

Jahnke, 912 N.W.2d at 141 (quoting Homan, 887 N.W.2d at 163).

      III. Analysis.

      On appeal, the Retteraths present a number of challenges to the

district court’s ruling. First, they challenge the district court’s conclusion

that Iowa law applied to the dispute instead of Florida law. Second, the

Retteraths claim the district court erred in determining they failed to show

the necessary “unity of time” element of a tenancy by the entireties under

Florida law when Jason transferred ownership of his Homeland units to

Jason and Analia.      Third, they contend the district court erred in

concluding the foreign judgments were properly registered and the

charging order was properly issued in order for the district court to obtain

jurisdiction over the Retteraths. Finally, the Retteraths argue the district

court erred in denying their due process challenge.

      A. Choice of Law. The Retteraths challenge the district court’s

conclusion that Iowa law applies to their dispute with WFEFI. The district

court reached this decision based on its application of the Restatement

(Second) of Conflict of Laws sections 222 and 6, which the Retteraths

maintain was inappropriate because Iowa has not applied general choice

of law principles in the past. Instead of general choice of law principles,
                                         8

the Retteraths argue Iowa law governing personal property applies to their

membership interests in Homeland. Thus, the Retteraths claim the situs

of their Homeland membership units is the Retteraths’ domicile, which is

Florida. The Retteraths also contend the district court erred in relying on

the choice-of-law clause in Homeland’s operating agreement.

       Courts are divided in determining where the intangible property

interest in an LLC lies, and this is an issue of first impression in Iowa. See

JPMorgan Chase Bank, N.A. v. McClure, 393 P.3d 955, 958–59 (Colo. 2017)

(en banc). We have previously held the situs of similar forms of intangible

personal property, such as corporate stock, “is governed by the law of [the

owner’s] domicile, and not by the law of the corporate domicile.” 1 Judy v.

Beckwith, 137 Iowa 24, 30, 114 N.W. 565, 567 (1908); see, e.g., City of

Dubuque v. Ill. Cent. R.R., 39 Iowa 56, 84, (1874) (“As a rule of law, the

situs of [railroad rolling stock] is determined by the domicile of the owner.

This is true as to questions affecting the sale, distribution, and right of

possession thereof.”). However, an individual’s interest in an LLC is unlike

other forms of intangible personal property since the typical levying

procedures available to creditors for similar forms of intangible personal

property are unavailable to creditors seeking to levy an individual’s
interest in an LLC.      Iowa and Florida both have adopted forms of the

Revised Uniform Limited Liability Company Act (RULLCA). See Iowa Code

§ 489.101 (2017); Fla. Stat. Ann. § 605.0101 (West, Westlaw through 2019

1st Reg. Sess. through Mar. 18, 2019). Under the RULLCA in Iowa, a

charging order is “the exclusive remedy by which a person seeking to

enforce a judgment against a member or transferee may, in the capacity



       1An individual’s interest in an LLC is considered personal property under Iowa
law. Iowa Code § 489.501 (“A transferable interest is personal property.”).
                                     9

of judgment creditor, satisfy the judgment from the judgment debtor’s

transferable interest.” Iowa Code § 489.503(7). Likewise, in Florida,

      a charging order is the sole and exclusive remedy by which a
      judgment creditor of a member or member’s transferee may
      satisfy a judgment from the judgment debtor’s interest in a
      limited liability company or rights to distributions from the
      limited liability company

unless the limited liability has only one member.           Fla. Stat. Ann.

§ 605.0503(3).

      Charging orders provide a judgment creditor with the ability to

satisfy a judgment from the judgment debtor’s transferable interest in an

LLC while simultaneously allowing the LLC to protect its other members’

interests and continue operating.        51 Am. Jur. 2d Limited Liability

Companies § 23, at 858–59 (2011). A charging order allows a judgment

creditor to obtain “a lien on a judgment debtor’s transferable interest and

requires the limited liability company to pay over to the person to which

the charging order was issued any distribution that would otherwise be

paid to the judgment debtor.” Iowa Code § 489.503(1); see also Fla. Stat.

Ann. § 605.0503(1) (“[A] charging order constitutes a lien upon a judgment

debtor’s transferable interest and requires the limited liability company to

pay over to the judgment creditor a distribution that would otherwise be

paid to the judgment debtor.”). This remedy is unique to an interest in an

LLC, as it is premised upon the distinct ability to separate the individual’s

economic interest in an LLC from the LLC’s operations and the interests

of its other members. See 51 Am. Jur. 2d Limited Liability Companies § 23,

at 858–59.

      Charging orders are not available for other forms of intangible

personal property.   Moreover, both Iowa and Florida law concerning a

“transferable interest” in an LLC characterizes the LLC as the core of the
                                      10

interest. Specifically, Iowa law defines a “transferable interest” in an LLC

as
      the right, as originally associated with a person’s capacity as
      a member, to receive distributions from a limited liability
      company in accordance with the operating agreement,
      whether or not the person remains a member or continues to
      own any part of the right.
Iowa Code § 489.102(24) (emphasis added). Florida similarly defines a

“transferable interest” as

      the right, as initially owned by a person in the person’s
      capacity as a member, to receive distributions from a limited
      liability in accordance with the operating agreement, whether
      the person remains a member or continues to own a part of
      the right.

Fla. Stat. Ann. § 605.0102(66). The individual LLC member, and thus the

location of the member, is secondary to the member’s transferable interest

in the LLC.     See Iowa Code § 489.102(24); see also Fla. Stat. Ann.

§ 605.0102(66). Consequently, while the Retteraths are correct to note

their Homeland interests are personal property under the law, there are

unique attributes of a membership interest in an LLC that render our
traditional debtor-domicile analysis applied to other forms of intangible

personal property inadequate with regard to the situs of a membership

interest in an LLC.

      For the purposes of determining the enforceability of a charging

order, we hold that a member’s membership interest is located where the

LLC was formed. Our holding aligns with the anomalous characteristics

of a membership interest in an LLC, particularly because a charging order

is directed to the LLC rather than the individual member since it requires

the LLC to redirect the debtor-member’s distributions to the creditor. See

Iowa Code § 489.503(1); see also Fla. Stat. Ann. § 605.0503(1).

Additionally, Iowa law governs an LLC’s “internal affairs” and “[t]he liability

of a member as member and a manager as manager for the debts,
                                     11

obligations, or other liabilities” of the LLC. Iowa Code § 489.106. Locating

the membership interest in the state in which the LLC was formed

recognizes this authority and promotes uniformity.            “To conclude

otherwise (i.e., that the interest lies wherever the debtor happens to be

domiciled) could result in substantial uncertainty and confusion,” as an

LLC could become subject to various and competing charging orders from

differing foreign jurisdictions. JPMorgan Chase Bank, N.A., 393 P.3d at

959.   Likewise, our holding creates certainty for creditors because it

provides them with a fixed jurisdiction to pursue charging orders.

       In this case, the Retteraths’ interests in Homeland exist under Iowa

law, and their creditor’s remedies are also limited by Iowa law.

Accordingly, we hold membership interests in an LLC are located in the

state where the LLC is formed. The district court correctly concluded Iowa

law applies to this case. Further, the district court correctly dismissed the

Retteraths’ petition to vacate the charging order since Iowa law does not

recognize the ownership of property by a married couple as tenants in the

entireties. See Fay v. Smiley, 201 Iowa 1290, 1294, 207 N.W. 369, 371

(Iowa 1926) (“Assuming for the purpose of this division of this opinion, that

this deed, in the eyes of the common-law rule, would create an estate in

entirety, we have to say that such a construction has never been

recognized under the Iowa practice; and, when attempts have been made

to induce the court to make such construction, it has refused to do so.”).

Given this lack of recognition of the doctrine of tenants in the entireties,

the district court also correctly found the foreign judgments were properly

registered and the charging order was properly issued. Similarly, we need

not address Analia’s due process claim since Iowa does not recognize her

right to own Homeland interests jointly with her husband as a tenancy by
                                       12

the entireties. She was not entitled to notice since she is not a judgment

debtor of WFEFI.

      B. Registration of Foreign Judgments. The Retteraths contend

the district court erred in concluding the foreign judgments were properly

registered and the charging order was properly issued. When a judgment

creditor files a foreign judgment, “the judgment creditor or the creditor’s

lawyer shall make and file with the clerk of court an affidavit setting forth

the name and last known post office address of the judgment debtor, and

the judgment creditor.” Iowa Code § 626A.3(1). Additionally,

      [p]romptly upon the filing of the foreign judgment and the
      affidavit as provided in subsection 1, the clerk shall mail
      notice of the filing of the foreign judgment to the judgment
      debtor at the address given and shall make a note of the
      mailing in the docket. The notice shall include the name and
      post office address of the judgment creditor and the judgment
      creditor’s lawyer, if any, in this state.

Id. § 626A.3(2).

      When WFEFI filed its foreign judgment in district court on December

22, 2015, it also filed an affidavit in support of the foreign judgment that
listed Jason’s name and last known address pursuant to section

626A.3(1). WFEFI also mailed a copy of its application for charging order

on January 6, 2016, which included notice of the filing of the Florida

judgments. Further, WFEFI mailed Jason a copy of its vice president’s

affidavit of the amounts due on the judgment on January 8. However, the

clerk of court never made a note of the mailing of the filing of the foreign

judgment    in     the   docket   as   required   under   section   626A.3(2).

Consequently, the Retteraths maintain the foreign judgments were not

properly registered and the district court acted in excess of its jurisdiction

by issuing the charging order.
                                      13

      “[N]ot all departures from the literal language of [a] rule have been

held to be fatal.” Gordon v. Doden, 261 Iowa 285, 288, 154 N.W.2d 146,

147 (1967). “[M]ere irregularities relating principally to the form of the

notice or to technical or clerical errors will not be fatal to the jurisdiction

of the court[.]” Id. at 288, 147–48. For example, in Buena Vista Manor v.

Century Manufacturing Co., we held the plaintiff sufficiently complied with

a statute to establish jurisdiction over a nonresident of Iowa even though

plaintiff did not comply with all of the statutory notice requirements. 221

N.W.2d 286, 288 (Iowa 1974). There, the statute required the plaintiff to

make original notice by mailing the original notice to the defendant within

ten days after filing the notice with the secretary of state.        Id.   The

defendant received the notice more than ten days after it was filed with the

secretary of state because the plaintiff’s letter was returned and marked

“unclaimed” the first time it was sent to the defendants. Id. The plaintiff

sent an identical notice to an updated address the day after its first notice

was returned, and the defendant received this notice. Id.

      In concluding the plaintiff adequately provided the defendant with

notice in order for the Iowa district court to secure jurisdiction over the

nonresident defendant, we explained that the plaintiff fulfilled the

legislature’s intent for the defendant to receive the notice. Id. We also

noted the plaintiff “gave defendant notice of when, where and what to

defend,” and “[t]he only reason defendant failed to receive notice was

beyond the control of plaintiff.” Id. Similarly, regardless of whether the

clerk of court noted the mailing of the filing of the foreign judgment, WFEFI

provided Jason with notice of the filing and application for charging order.

      Although the Retteraths argue the district court was incorrect when

it found Jason was provided notice of the filing of the foreign judgment and

Jason’s affidavit stated he did not “receive service of process or otherwise
                                      14

receive notice of the proceedings that resulted in the Charging Order,”

there is substantial evidence to support the district court’s finding. See In

re Tr. of Killian, 494 N.W.2d at 675. “Proof that a document was properly

mailed raises a presumption that it was received.” Montgomery Ward, Inc.

v. Davis, 398 N.W.2d 869, 870 (Iowa 1987). Here, WFEFI offered the proofs

of service contained in both the application for the charging order and the

affidavit regarding the amounts due, which were sent on different dates.

WFEFI also properly registered its foreign judgments in Iowa. Based on

this evidence, there was substantial evidence to support the district court’s

conclusion that Jason had adequate notice of the filing of the foreign

judgment. Thus, the clerical error was not fatal to the district court’s

jurisdiction to issue the charging order. See Gordon, 261 Iowa at 288, 154

N.W.2d at 147 (“[M]ere irregularities relating principally to the form of the

notice or to technical or clerical errors will not be fatal to the jurisdiction

of the court[.]”). We affirm the district court decision to uphold the validity

of the charging order on jurisdictional grounds.

      C. Due Process. The Retteraths argue the district court erred in

concluding there were no state or federal due process grounds to vacate

the charging order because the statutory scheme of Iowa Code chapter

626A, the Uniform Enforcement of Foreign Judgments Act (UEFJA),

violates their right to procedural due process. As we have already noted,

Iowa Code section 626A.3(2) requires the clerk of court to “mail notice of

the filing of the foreign judgment to the judgment debtor at the address

given,” and this “notice shall include the name and post office address of

the judgment creditor and the judgment creditor’s lawyer, if any, in this

state.”   Iowa Code § 626A.3(2).        The Retteraths argue the notice

requirements of chapter 626A are unconstitutional because they only

require service by regular mail and mandate that service is complete upon
                                      15

mailing and entry of the mailing in the docket without any certification of

where the mailing went.

      The Iowa Constitution’s due process provision establishes that “no

person shall be deprived of life, liberty, or property, without due process

of law.” Iowa Const. art. I, § 9. Similarly, the Fourteenth Amendment to

the United States Constitution provides that “[n]o state shall . . . deprive

any person of life, liberty, or property, without due process of law.” U.S.

Const. amend. XIV, § 1. Neither party argues the alleged due process

violation should be analyzed differently under the Iowa Constitution than

under the United States Constitution, so “we will rely on the principles

developed in the federal case law in analyzing [the Retteraths’] state due

process claim.” War Eagle Vill. Apartments v. Plummer, 775 N.W.2d 714,

719 (Iowa 2009).     Due process entitles an individual whose property

interests are at stake “to adequate notice and a reasonable opportunity to

be heard.” Id. We apply a two-step analysis “[t]o determine whether the

individual is entitled to these protections,” asking first whether “the

individual has been deprived of a protected liberty interest or property

interest,” and “[i]f so, . . . what process is due for that specific interest.”

Id.

      The Retteraths rely on our holding in War Eagle Village Apartments

in which we held the service of original notice of a forcible entry and

detainer by certified mail without requiring a signed return receipt violated

the Due Process Clauses of the Iowa Constitution and the United States

Constitution. Id. at 720–21. In doing so, we proclaimed, “[D]ropping a

letter in a mailbox is not notice . . . . It is mere lip service to meaningful

notice.” Id. at 721. Nevertheless, the Retteraths’ reliance on War Eagle

Village Apartments is misplaced because the mailing of original notice of a
                                      16

forcible entry and detainer in War Eagle Village Apartments is different

from the postjudgment collections procedure at issue in this case.

      Although the Retteraths are similarly being deprived of a property

interest through the filing of the foreign judgments and subsequent

charging order, the basic due process requirements of notice and a hearing

were already met by the Florida court when it entered the judgments.

WFEFI is merely seeking to enforce these judgments against Jason.

“[W]hen the creditor’s interest in collecting a valid judgment is balanced

against the debtor’s interest in keeping his property, which has already

been protected by prior notice and hearing,” due process is satisfied under

the State and Federal Constitutions by the procedures of the UEFJA.

Gedeon v. Gedeon, 630 P.2d 579, 583 (Colo. 1981). Therefore, we affirm

the judgment of the district court.

      IV. Conclusion.

      We affirm the judgment of the district court for the aforementioned

reasons.

      AFFIRMED.

      All justices concur except Waterman and Mansfield, JJ., who take

no part.
