                   IN THE COURT OF APPEALS OF IOWA

                                 No. 13-1119
                             Filed June 11, 2014

ROBERT MCFADDEN,
    Plaintiff-Appellant,

vs.

CENTRAL IOWA TRUCK AND
TRAILER, INC.,
     Defendant-Appellee.
________________________________________________________________

      Appeal from the Iowa District Court for Boone County, Dale E. Ruigh,

Judge.



      Robert McFadden appeals the district court’s dismissal of his claims for

breach of an oral contract. AFFIRMED.



      Benjamin T. Doran of Doran Law Firm, Boone, for appellant.

      John D. Jordan of Jordan & Mahoney Law Firm, P.C., Boone, for appellee.



      Heard by Vaitheswaran, P.J., and Tabor and Bower, JJ.
                                          2



TABOR, J.

       This appeal involves a customer who is unhappy with the engine installed

in his classic car. The customer, Bob McFadden, sued his mechanic’s shop for

breach of an oral contract. McFadden alleged he wanted a “totally stock” GM

engine and received an engine containing aftermarket parts instead. He also

expressed dissatisfaction with the engine’s warranty.     McFadden sought to

rescind the contract.

       The district court found no breach and, alternatively, ruled McFadden was

not entitled to rescission. McFadden challenges those conclusions on appeal.

Because the district court did not err in ruling McFadden failed to establish a

breach of the oral contract, we affirm.

I.     Background Facts and Proceedings

       McFadden owns a 1970 Chevrolet SS Chevelle. When the car needed

repairs, McFadden took his cousin’s recommendation to have the engine work

done by Dave Shank at Central Iowa Truck and Trailer, Inc. (Central Iowa) in

Boone. Shank worked as a mechanic for twenty-five years and was the manager

and sole employee of Central Iowa. Shank pulled out the Chevelle’s 396-cubic-

inch engine and delivered it to Arnold Motor Supply for an estimate on the repair

cost. Because the Arnold machinist advised that rebuilding would cost more than

the value of the engine, McFadden decided to replace the old engine with a new

502-cubic-inch engine.

       McFadden found an advertisement for a “General Motors ZZ502 big block

deluxe crate engine” in a Summit Racing Equipment catalog. He ripped out that
                                         3



page and showed it to Shank. McFadden recalls telling Shank: “[T]his is the

motor I want.”

       Shank said he could buy the engine for McFadden using his discount at

Arnold Motor Supply to save McFadden several hundred dollars. McFadden

agreed. Shank called Gary Kemp at Arnold and asked him to order the engine

model requested by McFadden. Kemp did not order from Summit; he instead

ordered the engine from Motorville, a wholesale company in Kansas City.

McFadden gave Arnold an $8000 down payment on the engine.

       When the engine was shipped to Shank, he called McFadden to have him

inspect it before installation.   During his inspection McFadden noticed the

cylinder heads and high rise intake manifolds were aftermarket products

manufactured by Edelbrock rather than “genuine GM parts.” McFadden said

when he asked about those parts, Shank “got kind of mad” and said Chevy did

not make their own intakes and heads. As Shank remembered the conversation,

he told McFadden: “General Motors farms out a lot of their engine work,” and he

was not sure whether “they possibly had Edelbrock make those heads for them.”

McFadden testified he was “naïve” at that time and took Shank’s word that GM

did not manufacture its own heads and manifolds.1 Despite his reservations,

McFadden told Shank to go ahead with the installation.

       McFadden received a receipt from Central Iowa dated August 5, 2011.

The receipt reflected his down payment of $8000 and an additional amount due


1
 McFadden testified, after purchasing the engine, he did research and learned GM does
manufacture its own heads and intakes.
                                        4



of $4,602.94. In addition, McFadden paid Shank $500 for “after hours” labor and

tipped Shank $300. The receipt noted at the bottom: “ENGINE HAS 24 MONTH

WARRANTY OR 50,000 MILES, WHICHEVER COMES FIRST.”

      The engine did not run properly.2 A week or two after installation, the

distributor gear needed to be replaced.       Then two or three weeks later,

McFadden contacted Shank to say he thought the “motor was blown up.” Shank

removed the engine and took it to Arnold for inspection.       Arnold employees

shipped the engine back to Motorville for major repairs covered under the

warranty. Before the fully assembled engine was returned to Shank, he received

correspondence from McFadden’s attorney. At the time of the trial, the repaired

engine was sitting in Shank’s shop. Shank testified he would install it back into

McFadden’s car at no charge under the warranty if McFadden asked him to do

so.

      On April 23, 2012, McFadden filed a petition at law alleging he had a

verbal agreement with defendant Central Iowa to install a “genuine GM ZZ502

big block engine” into his Chevelle. According to the petition, it was “important”

to McFadden the engine contain “genuine GM parts” and carry a “GM warranty.”

The petition alleged McFadden did not receive the engine he intended to

purchase, and stated McFadden did not want Central Iowa to reinstall the engine

in its possession. Plaintiff McFadden asked for “the agreement between the

parties to be rescinded, cancelled, and terminated due to the Defendant’s

breach,” and he sought the return of his $13,402.94 in payments.


2
  McFadden does not allege the aftermarket parts are responsible for the engine
problems.
                                           5



       On May 21, 2012, Central Iowa filed an answer and a cross-petition

naming Arnold as a third-party defendant.         Central Iowa admitted entering a

verbal agreement with McFadden to install the block engine but denied selling

the engine to him. Central Iowa affirmatively alleged McFadden purchased the

engine from Arnold. Arnold, as third-party defendant, filed an answer, stating:

“[T]he Third Party Plaintiff [Central Iowa] purchased an engine from Arnold Motor

Supply, LLP, for a purchase price of $8,950.00.”

       The district court held a trial on April 24, 2013. Plaintiff McFadden testified

for himself; Shank testified for Central Iowa; and Gary Kemp testified for Arnold.

On June 20, 2013, the district court entered its “Findings of Fact, Conclusions of

Law, and Order.” The court determined “a preponderance of the evidence fails to

show that any of the parts of the engine installed in Mr. McFadden’s Chevelle

were other than ‘genuine GM parts.’” The court also concluded the record did

not support McFadden’s allegation the agreement was to install an engine with

only parts manufactured directly by General Motors rather than by a supplier to

General Motors. The court pointed out McFadden accepted the engine ordered

through Arnold3 “knowing that Edelbrock may have manufactured certain parts of

the engine.”

       Regarding the warranty complaint, the court found it significant that the

invoice from Central Iowa included a twenty-four month, 50,000-mile guarantee.




3
  The court also ruled its dismissal of McFadden’s claim against Central Iowa resulted in
Central Iowa’s claim for indemnity against Arnold becoming moot. Arnold is not a party
to this appeal.
                                        6



The court decided McFadden had not proved the warranty was inconsistent with

the agreement of the parties. The court concluded:

             Because Mr. McFadden has failed to show Central Iowa’s
      breach of their agreement, his claim for rescission of the contract
      must be dismissed. Even if the evidence showed a breach, the
      circumstances of this case would not support the rescission of the
      entire contract and return of all monies spent by Mr. McFadden on
      the engine, as opposed to an award of damages caused by the
      breach.

      McFadden appeals.

II.   Standard of Review

      The parties disagree on the appropriate standard of review. Citing Gouge

v. McNamara, 586 N.W.2d 710, 712 (Iowa Ct. App. 1998), McFadden advocates

for de novo review because his request for rescission of the contract is an

equitable remedy. Central Iowa argues our review is for errors at law, not de

novo, because McFadden captioned his petition “at law,” and the district court

issued findings of fact and conclusions of law.      The parties stipulated to the

admission of all the exhibits and no objections were made during the trial.

      Because we do not reach the question of rescission, we conclude our

review is for errors at law. See Empl. Benefits Plus, Inc. v. Des Moines Gen.

Hosp., 535 N.W.2d 149, 153 (Iowa Ct. App. 1995) (applying “at law” review to

district court’s findings of fact concerning breach of oral contract). The district

court’s findings of fact are binding on appeal if supported by substantial

evidence. Id.
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III.   Analysis

       McFadden advances a two-fold challenge to the district court’s ruling.

First, he contends the court was mistaken in deciding Central Iowa did not

breach the oral agreement to install a deluxe GM engine in his classic car.

McFadden believes he proved broken promises concerning both the engine’s

parts and the warranty. Second, McFadden claims the court erred in finding he

was not entitled to the remedy of rescission for Central Iowa’s breach of contract.

Because we affirm the district court’s ruling that Central Iowa did not breach the

oral contract, we need not address McFadden’s second appellate claim.

       As the complaining party in this breach-of-contract case, McFadden must

show (1) the existence of a contract, (2) its terms and conditions, (3) his own

performance under the contract, (4) the defendant’s breach of the contract in a

particular way, as well as (5) damages resulting from the breach. See Molo Oil

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

parties agree an oral contract existed, but they disagree on the contract’s precise

terms and the defendant’s alleged breach.

       McFadden contends their oral agreement required Shank to install a

“genuine GM ZZ502 engine” bearing the same parts number as the engine

shown in the Summit catalog. He asserts the engine ordered by Arnold and

installed by Central Iowa was not “the motor he wanted or thought he was

getting.” He alleges the Edelbrock parts affect his “desire to have a totally stock

Chevelle Classic that would increase its value.”
                                        8



      McFadden also argues the engine he wanted came with a warranty “that

would let him go to a GM dealer anywhere to get the work done and the warranty

honored, since it came from GM.” Although the warranty from Central Iowa

covered the same number of years and miles, McFadden was worried he would

have to consult with Shank before having repairs completed at another shop.

      Central Iowa counters that despite the “importance” McFadden now

places on the idea of “genuine GM parts” and “having a GM warranty”—he did

not meet his burden to prove those terms were part of the oral agreement.

Central Iowa argues the district court correctly found McFadden did not show the

inclusion of Edelbrock parts meant Shank failed to install a “genuine GM ZZ502

engine.” Defendant further argues the only mutually agreed-to warranty was the

one prominently displayed at the bottom of its invoice, the invoice paid by

McFadden.

      A binding contract exists if the parties reach a meeting of minds on the

material terms. Pavone v. Kirke, 801 N.W.2d 477, 487 (Iowa 2011). Terms are

material if they are significant to the contract.    Id.   A binding contract also

requires an offer and acceptance.      Id. at 488.    “Acceptance of the offer is

indicated by a manifestation of assent to the terms of the offer made by the party

to whom it is addressed in a manner invited or required by the offer.”         Id.

Importantly, mutual assent is based on objective evidence, not the hidden intent

of the parties. Id. A breach occurs when, without legal excuse, a party fails to

perform any promise which forms a whole or a part of the contract. Molo Oil, 578

N.W.2d at 224.
                                           9



       This record contains objective evidence showing the parties’ mutual

assent to Shank’s installation of the engine ordered from Motorville.            Shank

sought McFadden’s approval before installing the engine. Despite McFadden’s

reservations about the aftermarket parts, it is undisputed he gave Shank the go-

ahead.   As the district court aptly emphasized: “Mr. McFadden accepted the

engine ordered through Arnold Motor Supply for installation in his Chevelle

knowing that Edelbrock may have manufactured certain parts of the engine.”

Thus, even if McFadden harbored an unspoken desire to have all GM-

manufactured parts, he did not express that intent to Shank at the time of their

mutual assent to proceed with the installation of the Motorville engine.4 Because

Shank installed the engine approved by McFadden, Central Iowa did not breach

a term of the oral contract.

       Objective evidence also supports the district court’s conclusion on the

warranty issue.     The district court pointed to the invoice documenting the

installation of a “GM ZZ502 big block crate engine” and accompanied by the

statement: “Engine has 24 month warranty or 50,000 miles, whichever comes

first.” The court noted Central Iowa “has honored that warranty by doing all of its

repair work and securing a repaired engine through Arnold Motor Supply without

charge” to McFadden, and stood ready to continue honoring the warranty by

reinstalling the repaired engine. The court stated:

       Nevertheless, Mr. McFadden asserts that his warranty does not
       comply with the parties’ claimed agreement that the engine would
       have a “GM warranty.” Certainly, both Mr. McFadden and Central


4
 We also find it significant that McFadden agreed to have the engine sent back to
Motorville for repairs after he was aware of the aftermarket parts and Shank’s warranty.
                                          10



       lowa contemplated that the engine installed in the Chevelle would
       have a warranty of some type. Central Iowa’s invoice refers to the
       warranty and Mr. McFadden, after receiving the invoice, made no
       complaints about the warranty until the pending dispute arose.

Not only did McFadden not complain, he paid the entire amount invoiced and

voluntarily added a handsome tip for Shank’s good work.               On this record,

McFadden did not carry his burden to prove the warranty provided by Shank was

inconsistent with the parties’ agreement on the material terms of the contract.5

       We find no error in the district court’s conclusion Central Iowa did not

breach any material terms of the oral contract to install the GM engine in

McFadden’s car.

       AFFIRMED.




5
 The district court further concluded McFadden did not prove the Central Iowa warranty
was less convenient than a GM warranty because it required prior approval for repairs.
We agree with the district court’s assessment that the warranty provided by Central Iowa
did not breach a material term of its contract with McFadden.
