                IN THE SUPREME COURT OF IOWA
                              No. 09–0222

                         Filed December 9, 2011


JOHN P. PAVONE and SIGNATURE
MANAGEMENT GROUP, L.L.C.,

      Appellants,

vs.

GERALD M. KIRKE and WILD ROSE
CLINTON, L.L.C.,

      Appellees.


      On review from the Iowa Court of Appeals.



      Appeal from the Iowa District Court for Polk County, Eliza J.

Ovrom, Judge.



      A party to a contract appeals an adverse ruling on a motion for

summary judgment.        DECISION OF COURT OF APPEALS AND

JUDGMENT OF DISTRICT COURT AFFIRMED.


      Timothy S. Bottaro and Amanda Van Wyhe of Vriezelaar, Tigges,

Edgington, Bottaro, Boden & Ross, L.L.P., Sioux City, for appellants.



      Mark McCormick, David M. Swinton, and Margaret C. Callahan of

Belin McCormick, P.C., Des Moines, and Brent B. Green and Mariclare

Thinnes Culver of Duncan, Green, Brown & Langeness, Des Moines, for

appellees.
                                    2

WIGGINS, Justice.

      In this appeal, the parties to a contract contend the district court

erred when it granted the opposing parties’ motion for summary

judgment by finding the opposing parties repudiated the contract and

claim preclusion barred the bringing of this action. We transferred the

case to the court of appeals. The court of appeals affirmed the district

court’s ruling. We then granted further review. On further review, we

find the district court was correct in dismissing the action. Therefore, we

affirm the decision of the court of appeals and the judgment of the

district court.

      I. Background Facts and Proceedings.

      On October 22, 2004, John Pavone and Signature Management

Group, L.L.C. (hereinafter collectively referred to as SMG) and Gerald M.

Kirke and Wild Rose Entertainment, L.L.C. (hereinafter collectively

referred to as Wild Rose) executed a document entitled “Agreement,”

which, in part, attempted to delineate the parties’ relationship with

regard to future casino projects in Iowa. Paragraph five of the agreement

deals with future management opportunities and provides:

      5.     Future Casino Development Opportunities.

             A. First Look and Good Faith Negotiation as to Future
             Casino Development and Management Opportunities.

             i. If Wild Rose has the opportunity to develop or
             operate any other casino in Iowa, Wild Rose will use
             good faith best efforts to involve SMG when the
             opportunity is first known, and to negotiate in good
             faith a Management Agreement consistent with the
             terms outlined in Wild Rose’s gaming development
             agreement with the City of Ottumwa, Iowa. It being
             understood that the award of any management
             agreement must also be satisfactory to third party
             community and non-profit organizations. And it being
             further understood that any casino in the Central Iowa
             area will likely require the involvement of a
             management company, other than SMG.
                                    3
(Emphasis added.)

      On May 11, 2005, the Iowa Racing and Gaming Commission

(IRGC) awarded Wild Rose a gaming license to develop a casino in

Emmetsburg.    On May 24 Wild Rose sent a letter to SMG (hereinafter

referred to as the “termination letter”) allegedly terminating the October

agreement and any future relationship between the parties. This letter

stated:

      This letter is to formally notify you that the Agreement dated
      October 22, 2004 (the “Agreement”) between Signature
      Management Group, L.L.C. (“Signature”) and Wild Rose
      Entertainment, L.L.C., terminated pursuant to its terms
      effective May 11, 2005. Upon receipt of a final invoice from
      Signature, Wild Rose will pay the agreed consulting fees and
      expenses through May 11, 2005.

      Since the Iowa Racing and Gaming Commission did not
      award a license to Wild Rose for the Ottumwa project, and
      the referendums were defeated in Warren, Madison and
      Dallas counties last November, the contingencies set forth in
      the Agreement unfortunately were not satisfied.

      We thank you for the consulting services Signature provided
      to Wild Rose and sincerely regret we were unable to realize
      our respective expectations under the Agreement.

The attorney for Wild Rose, Jim Krambeck, also e-mailed a copy of the

termination letter to SMG’s attorney, Ryan Ross, that same day. Ross

responded via e-mail asking Krambeck, “Does this mean Wild Rose has

ended negotiations as to the Management Agreement/Buy-out, or are

you still waiting to talk with your client later this week? Please let me

know so that I can advise Signature accordingly.” Krambeck responded:
      Ryan, As reported in my e-mail message earlier today I will
      meet with my clients as soon as they are available to discuss
      their thoughts concerning the future relationship, if any,
      with John Pavone. Following that meeting I will be in
      contact with you.
      In response to your 12:10 p.m. e-mail, I strongly disagree
      with your characterization of the facts, the issues & the
                                       4
      position of Wild Rose in this matter. A point by point
      rebuttal is not appropriate at this time, however, to claim
      that Wild Rose “walked out of the negotiations” is simply not
      true. The fact is that we thought we were close to an
      agreement on the Ottumwa project when your client refused
      to agree after you told me you thought we had a deal & then
      sought to revisit issues that had been previously resolved.
      Unfortunately, the parties simply were unable to reach
      agreement. I am still willing to work on finding common
      ground but if this dispute is to be resolved, your adversarial
      & inflammatory e-mail messages will need to be curtailed.

The next day, Ross e-mailed Krambeck stating,
      Jim: Thank you for clarifying that negotiations continue. I
      will wait to hear back from you after you speak with your
      clients. Signature remains prepared to continue negotiating
      the terms of the Management Agreement as required by the
      October 22, 2004 agreement.

      There is no evidence Wild Rose responded to this last e-mail or

that any further negotiations occurred. On July 12, 2005, SMG sent a

proposed management agreement for the Emmetsburg casino to Wild

Rose, requesting that Wild Rose execute the agreement and return it to

SMG. There is no evidence Wild Rose responded, and the parties never

executed a management agreement for the Emmetsburg casino.

      On March 31, 2006, SMG filed a civil action against Wild Rose

(hereinafter referred to as the “Emmetsburg action”) alleging, in part,

Wild Rose breached the management agreement contained in paragraph

3A of the October agreement for the Emmetsburg casino and failed to

negotiate in good faith a management agreement for the Emmetsburg

casino in violation of paragraph 5A. On August 20, 2007, a jury trial

commenced, which resulted in a jury verdict finding Wild Rose breached

paragraphs 3A and 5A of the October agreement. The jury awarded SMG

$10 million in damages. In Pavone v. Kirke, 801 N.W.2d 477 (Iowa 2011)

(Pavone I), we affirmed the verdict.
                                             5

       During the course of the Emmetsburg action, on June 8, 2006, the

IRGC awarded Wild Rose a gaming license to develop a casino in Clinton.

Wild Rose did not contact or negotiate a management agreement with

SMG regarding management of the Clinton casino. On August 15, 2008,

SMG filed a separate action against Wild Rose Clinton, L.L.C., a wholly

owned subsidiary of Wild Rose Entertainment, L.L.C. (hereinafter

referred to as the “Clinton action”). 1 SMG alleged Wild Rose breached

paragraph 5A of the October agreement by failing to negotiate in good

faith with SMG for the management of the Clinton casino. Paragraph 5A

of the October agreement was litigated in the Emmetsburg action. Wild

Rose denied the allegations in the petition and asserted a number of

affirmative defenses.

       Wild Rose filed a motion for summary judgment, arguing the

doctrine of claim preclusion barred SMG’s current claim as a matter of

law.     The district court granted Wild Rose’s motion for summary

judgment, concluding the doctrine of claim preclusion barred SMG’s

current claim because both actions involved the same agreement and

provision, the parties were the same in both actions, and there was

ample time for SMG to seek damages relating to the Clinton casino in the

Emmetsburg action. Thus, the district court held, “Plaintiffs have split

their claim for breach of the agreement; therefore, this case is barred by

the doctrine of claim preclusion.”

       SMG filed a notice of appeal. We transferred the case to the court

of appeals.     The court of appeals affirmed the district court’s entry of

summary judgment in favor of Wild Rose.                        The court of appeals

       1At the district court, the parties agreed the fact that Wild Rose Clinton, L.L.C. is
technically a different entity from Wild Rose Entertainment, L.L.C. was not relevant to
the issues pertaining to Wild Rose’s summary judgment motion.
                                     6

concluded the termination letter was a definite and unequivocal

repudiation of the entire October agreement, which Wild Rose never

nullified or retracted. Thus, “the repudiation constituted a total breach

and required SMG to seek damages for all remaining rights of

performance under the contract in the first lawsuit.”        Accordingly, the

court of appeals held that because SMG had already brought the

Emmetsburg action, it was precluded from seeking damages for any

remaining   rights   of   performance    under   the   October    agreement.

Subsequently, SMG filed an application for further review, which we

granted.

      II. Scope of Review.

      “We review a district court decision granting or denying a motion

for summary judgment for correction of errors at law.”            Wallace v.

Des Moines Indep. Cmty. Sch. Dist. Bd. of Dirs., 754 N.W.2d 854, 857

(Iowa 2008) (citing Iowa R. App. P. 6.4, now rule 6.907). If there is no

genuine issue of material fact after a review of the entire record,

summary judgment is appropriate.         Stew-Mc Dev., Inc. v. Fischer, 770

N.W.2d 839, 844 (Iowa 2009).         Accordingly, “[t]his court reviews a

summary     judgment      to   determine    whether    the    moving   party

demonstrated the absence of any genuine issues of material fact and

established entitlement to judgment on the merits as a matter of law.”

C & J Vantage Leasing Co. v. Outlook Farm Golf Club, LLC, 784 N.W.2d

753, 756 (Iowa 2010). In performing this review, we examine the record

in a light most favorable to the nonmoving party to determine if the

moving party has met its burden. Id.; accord Wallace, 754 N.W.2d at 857

(stating the nonmoving party is afforded the benefit of every legitimate

inference that can be reasonably deduced from the record).
                                     7

      III. Discussion and Analysis.

      A. Repudiation.     SMG claims a genuine issue of material fact

exists as to whether Wild Rose repudiated the October agreement.          It

further claims if there is no genuine issue of fact as to repudiation, a

genuine issue of fact exists as to whether Wild Rose retracted its

repudiation.

      1. Repudiations generally. The Restatement (Second) of Contracts

defines a contractual repudiation as:

            (a) a statement by the obligor to the obligee indicating
      that the obligor will commit a breach that would of itself give
      the obligee a claim for damages for total breach under § 243,
      or

            (b) a voluntary affirmative act which renders the
      obligor unable or apparently unable to perform without such
      a breach.

Restatement (Second) of Contracts § 250, at 272 (1981).                 The

Restatement further explains that “[i]n order to constitute a repudiation,

a party’s language must be sufficiently positive to be reasonably

interpreted to mean that the party will not or cannot perform.” Id. § 250

cmt. b, at 273.

      Iowa law is consistent with section 250 of the Restatement. See,

e.g., Conrad Bros. v. John Deere Ins. Co., 640 N.W.2d 231, 241 (Iowa

2001) (recognizing, to constitute a repudiation, “[t]he statement must be

sufficiently positive to be reasonably understood . . . that the breach will

actually occur” (internal quotation marks omitted)); Lane v. Crescent

Beach Lodge & Resort, Inc., 199 N.W.2d 78, 82 (Iowa 1972) (“Anticipatory

breach requires a definite and unequivocal repudiation of the contract.”).

A repudiation is accomplished by words or acts before the time of

performance evidencing an intention to refuse to perform in the future.
                                    8

Lane, 199 N.W.2d at 82. Moreover, we have recognized a party does not

prove a repudiation by simply showing a party’s negative attitude, a

party’s attitude indicating more negotiations are sought, or that a party

may finally perform. Id.

      2. Repudiation analysis. SMG argues the termination letter does

not amount to a total repudiation of the October agreement because it is

ambiguous.     In response, Wild Rose argues the termination letter

unambiguously communicated Wild Rose’s intent not to perform further

under the October agreement and, therefore, constituted a total

repudiation of the October agreement.

      The termination letter definitely and unequivocally declared Wild

Rose’s belief that the October agreement “terminated pursuant to its

terms effective May 11, 2005.”     Wild Rose then thanked SMG for its

consulting services and expressed its regret that the parties’ expectations

under the October agreement were not realized.

      SMG argues the letter is ambiguous because it is unclear whether

the termination letter only applies to the counties specifically mentioned

in the letter (i.e., Warren, Madison, and Dallas, but not Clinton) or all

projects the parties were working on at the time (i.e., including Clinton).

However, the termination letter explicitly evinces Wild Rose’s intent to

terminate the entirety of the October agreement. Moreover, Wild Rose’s

expression of regret that the parties’ expectations under the October

agreement were not realized clearly indicates a total repudiation of any

obligations it had under the agreement, including any expectations the

parties had about any future projects, including Clinton.

      SMG also contends the October agreement required 120 days

written notice to terminate “pursuant to its terms.” Therefore, because

the termination letter attempted to terminate the October agreement
                                     9

retroactively, its intended effect is ambiguous. Simply because Wild Rose

failed to abide by the termination provisions of the October agreement

does   not   mean   the   termination    letter   was   not   an   unequivocal

repudiation.    Wild Rose correctly notes that “[t]he letter by definition

would not have been a ‘repudiation’ if Wild Rose had invoked the

voluntary termination provision and purported to give 120 days notice.”

The fact that Wild Rose did not give 120 days written notice before

terminating the October agreement reinforces that Wild Rose was in

breach of the October agreement due to its unequivocal repudiation.

       Additionally, SMG argues the termination letter was not an

unambiguous repudiation because SMG did not elect to treat it as such.

After the termination letter, SMG’s attorney appeared to believe

negotiations for the Emmetsburg management agreement were to

continue pursuant to the October agreement. Moreover, a few months

later, SMG sent Wild Rose a proposed management agreement for the

Emmetsburg casino to be executed between the parties. However, the

record does not contain any evidence that Wild Rose responded to the

proposed     management    agreement     or   participated    in   any   further

negotiations.    “The injured party does not change the effect of a

repudiation by urging the repudiator to perform in spite of his

repudiation or to retract his repudiation.”        Restatement (Second) of

Contracts § 257, at 296.     Therefore, SMG’s mistaken belief about the

effect of the termination letter and its urging of Wild Rose to execute a

management agreement pursuant to the October agreement cannot

change the effect of Wild Rose’s unequivocal repudiation of its obligations

under the October agreement.

       Finally, SMG knew Wild Rose repudiated the October agreement

because it filed suit in the Emmetsburg action to enforce the agreement.
                                    10

There would have been no reason for SMG to file the Emmetsburg action

if Wild Rose had not repudiated the October agreement.

      Accordingly, we hold the termination letter was sufficiently positive

to be reasonably interpreted to mean that Wild Rose intended not to

perform any more obligations it may have had under the October

agreement.    Therefore, as a matter of law, the termination letter

constituted a total repudiation of the October agreement. Consequently,

there is no genuine issue of material fact that the language of the

termination letter met this requirement.

      3. Retraction of the repudiation. SMG argues, even if there was an

unambiguous repudiation of the October agreement, Wild Rose nullified

the repudiation by e-mailing SMG after the termination letter and stating

that it was “still willing to work on finding common ground.”           In

response, Wild Rose argues this e-mail did not express a willingness by

Wild Rose to engage in further negotiations under the October

agreement. According to Wild Rose, the statement, “I am still willing to

work on finding common ground,” merely represented that its attorney

would see whether Wild Rose had any interest in dealing with SMG on

some other basis in the future, apart from the October agreement.

      A repudiation may be retracted “if notification of the retraction

comes to the attention of the injured party before he materially changes

his position in reliance on the repudiation or indicates to the other party

that he considers the repudiation to be final.”        Id. § 256, at 293.

However, as noted above, “[an] injured party does change the effect of a

repudiation by urging the repudiator to perform in spite of his

repudiation or to retract his repudiation.” Id. § 257, at 296.

      Upon receipt of the termination letter, SMG’s attorney responded

by e-mail urging Wild Rose to continue to negotiate. After receiving the
                                     11

e-mail from SMG urging Wild Rose to continue to negotiate, Wild Rose’s

attorney replied with a two-paragraph e-mail.         The first paragraph

responded directly to SMG’s request that Wild Rose continue to negotiate

a management agreement. This paragraph stated the attorney for Wild

Rose would meet with Wild Rose and discuss “the future relationship, if

any, with John Pavone.” The use of the phrase “if any” is consistent with

Wild Rose’s prior repudiation. The first paragraph of the e-mail makes it

clear that there will not be a future between the parties unless Wild Rose

agrees to continue to negotiate.

      The second paragraph of the e-mail responds to a 12:10 p.m. e-

mail not contained in the record.            This paragraph refers to the

negotiations prior to the receipt of the letter by Wild Rose repudiating the

contract. It contains the statement, “I am still willing to work on finding

common ground but if this dispute is to be resolved, your adversarial &

inflammatory e-mail messages will need to be curtailed.” This sentence

does not retract Wild Rose’s repudiation.      The sentence only indicates

that Wild Rose’s attorney will continue to negotiate as long as SMG’s

attorney curtails the tone of his e-mails.

      A further fact indicating Wild Rose did not retract the repudiation

is that Wild Rose did not communicate or negotiate further with SMG

after the exchange of e-mails on May 24. Even though SMG sent Wild

Rose a proposed management agreement for the Emmetsburg casino on

July 12, Wild Rose never responded to the proposal. SMG’s filing of the

Emmetsburg action confirmed SMG knew of Wild Rose’s repudiation.

      Wild Rose’s failure to get back to SMG after the exchange of e-

mails on May 24 and its failure to respond to the proposed management

agreement showed Wild Rose’s clear intent not to retract its repudiation.

SMG cannot claim Wild Rose retracted its repudiation by its unilateral
                                    12

acts urging Wild Rose to continue to perform. Id. SMG’s filing of the

Emmetsburg action shows SMG understood Wild Rose repudiated the

October agreement.

      Therefore, we agree with the district court that there is no genuine

issue of material fact as to whether Wild Rose retracted the repudiation.

      B. Claim Preclusion. Because there is no genuine issue of fact

concerning total repudiation of the October agreement, we must

determine if the repudiation required SMG to bring a single claim for

damages based on its remaining rights to performance under the October

agreement.

      1.     Claim preclusion generally.    The doctrine of res judicata

includes both claim preclusion and issue preclusion.       Bennett v. MC

#619, Inc., 586 N.W.2d 512, 516 (Iowa 1998). This case involves claim

preclusion. See, e.g., Iowa Coal Mining Co. v. Monroe Cnty., 555 N.W.2d

418, 441 (Iowa 1996) (“Res judicata in the sense of claim preclusion

means that further litigation on the claim is barred.”). The general rule

of claim preclusion holds that a valid and final judgment on a claim bars

a second action on the adjudicated claim or any part thereof. Arnevik v.

Univ. of Minn. Bd. of Regents, 642 N.W.2d 315, 319 (Iowa 2002).

“Therefore, a party must litigate all matters growing out of the claim, and

claim preclusion will apply ‘not only to matters actually determined in an

earlier action but to all relevant matters that could have been

determined.’ ” Penn v. Iowa State Bd. of Regents, 577 N.W.2d 393, 398

(Iowa 1998) (quoting Shumaker v. Iowa Dep’t of Transp., 541 N.W.2d 850,

852 (Iowa 1995)); accord Leuchtenmacher v. Farm Bureau Mut. Ins. Co.,

460 N.W.2d 858, 860 (Iowa 1990).           Claim preclusion may preclude

litigation on matters the parties never litigated in the first claim.

Arnevik, 642 N.W.2d at 319.
                                     13
      The policy of the law underlying claim preclusion is that a
      claim cannot be split or tried piecemeal. Thus, a party must
      try all issues growing out of the claim at one time and not in
      separate actions. An adjudication in a prior action between
      the same parties on the same claim is final as to all issues
      that could have been presented to the court for
      determination. Simply put, a party is not entitled to a
      “second bite” simply by alleging a new theory of recovery for
      the same wrong.

Bennett, 586 N.W.2d at 516–17 (emphasis and citation omitted); accord

Arnevik, 642 N.W.2d at 319; Penn, 577 N.W.2d at 398; Iowa Coal Mining

Co., 555 N.W.2d at 441; Barron G. Collier, Inc. v. Rawson, 202 Iowa 1159,

1161, 211 N.W. 704, 704 (1927).

      Claim preclusion does not apply “unless the party against whom

preclusion is asserted had a ‘full and fair opportunity’ to litigate the

claim or issue in the first action.” Arnevik, 642 N.W.2d at 319 (quoting

Whalen v. Connelly, 621 N.W.2d 681, 685 (Iowa 2000)). “A second claim

is likely to be barred by claim preclusion where the ‘acts complained of,

and the recovery demanded are the same or where the same evidence will

support both actions.’ ”      Id. (quoting Whalen, 621 N.W.2d at 685

(citations omitted)).   To establish claim preclusion a party must show:

(1) the parties in the first and second action are the same parties or

parties in privity, (2) there was a final judgment on the merits in the first

action, and (3) the claim in the second suit could have been fully and

fairly adjudicated in the prior case (i.e., both suits involve the same

cause of action).   Arnevik, 642 N.W.2d at 319; see also Bennett, 586

N.W.2d at 516; Iowa Coal Mining Co., 555 N.W.2d at 440. “The absence

of any one of these elements is fatal to a defense of claim preclusion.”

Arnevik, 642 N.W.2d at 319.

      2. Claim preclusion analysis. In this case, there is no dispute the

parties are the same or in privity. See, e.g., Arnevik, 642 N.W.2d at 319.

In the Emmetsburg action, SMG filed suit against Gerald Kirke and Wild
                                    14

Rose Entertainment, L.L.C. In the present action, SMG filed suit against

Gerald Kirke and Wild Rose Clinton, L.L.C. Clearly, both actions involve

SMG and Gerald Kirke. Moreover, Wild Rose Clinton, L.L.C. is a wholly

owned subsidiary of Wild Rose Entertainment, L.L.C.            The parties

apparently agreed during the summary judgment hearing that the fact

Wild Rose Clinton is a different entity from Wild Rose Entertainment was

not relevant to Wild Rose’s summary judgment motion, which raised the

issue of claim preclusion.   SMG also failed to raise any lack of privity

arguments on appeal.         Accordingly, SMG has not preserved any

arguments with regard to lack of privity between Wild Rose Clinton and

Wild Rose Entertainment for our review.

      Likewise, it is undisputed there was a final judgment on the merits

in the Emmetsburg action.        Arnevik, 642 N.W.2d at 319.         In the

Emmetsburg action, the jury returned a verdict finding Wild Rose

Entertainment breached both paragraph 3A and paragraph 5A of the

October   agreement    and   awarded     SMG   $10 million   in   damages.

Accordingly, the district court entered judgment on the jury verdict for

$10 million.

      Finally, to establish claim preclusion, Wild Rose must establish the

claim in the second suit could have been fully and fairly adjudicated in

the prior case (i.e., both suits involve the same cause of action). Arnevik,

642 N.W.2d at 319. SMG argues Wild Rose has failed to establish the

defense of claim preclusion because it failed to show the Clinton action is

for the same cause of action as the Emmetsburg action.

      To determine whether the claim in the second suit could have been

fully and fairly adjudicated in the prior case, that is, whether both suits

involve the same cause of action, this court must examine: “(1) the

protected right, (2) the alleged wrong, and (3) the relevant evidence.”
                                      15

Iowa Coal Mining Co., 555 N.W.2d at 441; accord Arnevik, 642 N.W.2d at

319; B & B Asphalt Co. v. T.S. McShane Co., 242 N.W.2d 279, 287 (Iowa

1976) (stating the “identity of cause of action is established when the

same evidence will maintain both actions”).         However, we carefully

distinguish between two cases involving the same cause of action—where

claim preclusion bars initiation of the second suit—and two cases

involving related causes of action—where claim preclusion does not bar

initiation of the second suit. Iowa Coal Mining Co., 555 N.W.2d at 442.

The Restatement (Second) of Judgments explains that a single cause of

action

         connotes a natural grouping or common nucleus of operative
         facts.   Among the factors relevant to a determination
         whether the facts are so woven together as to constitute a
         single claim are their relatedness in time, space, origin, or
         motivation, and whether, taken together, they form a
         convenient unit for trial purposes. Though no single factor
         is determinative, the relevance of trial convenience makes it
         appropriate to ask how far the witnesses or proofs in the
         second action would tend to overlap the witnesses or proofs
         relevant to the first. If there is a substantial overlap, the
         second action should ordinarily be held precluded. But the
         opposite does not hold true; even when there is not a
         substantial overlap, the second action may be precluded if it
         stems from the same transaction or series.

Restatement (Second) of Judgments § 24 cmt. b, at 199 (1982).

         The Restatement (Second) of Contracts states that “a breach by

non-performance accompanied or followed by a repudiation gives rise to

a claim for damages for total breach.” Restatement (Second) of Contracts

§ 243(2), at 250.     The Restatement further explains that “a claim for

damages for total breach is one for damages based on all of the injured

party’s remaining rights to performance.”       Id. § 243 cmt. a, at 251

(emphasis added). Thus,

         [a]n injured party who has a claim for damages for total
         breach as a result of a repudiation, and who asserts a claim
                                    16
      merely for damages for partial breach, runs the risk that if
      he prevails he will be barred under the doctrine of merger
      from further recovery, even in the event of a subsequent
      breach, because he has “split a cause of action.”

Id. § 243 cmt. b, at 252.      The Restatement (Second) of Judgments

similarly states,

      [I]f the initial breach is accompanied or followed by a
      “repudiation” . . . and the plaintiff thereafter commences an
      action for damages, he is obliged in order to avoid “splitting,”
      to claim all his damages with respect to the contract,
      prospective as well as past, and judgment in the action
      precludes any further action by the plaintiff for damages
      arising from the contract.

Restatement (Second) of Judgments § 26 cmt. g, at 240 (emphasis

added).

      On March 31, 2006, SMG filed the Emmetsburg action alleging

Wild Rose breached paragraph 5A of the October agreement by failing to

negotiate in good faith a management agreement for the Emmetsburg

casino. The breach alleged in the Clinton action occurred on May 24,

2005, when Wild Rose repudiated the agreement and subsequently did

not perform. This alleged breach created a single cause of action for all

claims for damages based on its remaining rights to performance under

the October agreement.     See Restatement (Second) of Contracts § 243

cmt. a, at 251.

      On June 8, 2006, a little over two months after filing the

Emmetsburg action, SMG learned the IRGC awarded Wild Rose a second

gaming license to develop and operate a casino in Clinton. SMG did not

contact Wild Rose and Wild Rose did not contact SMG to attempt to

negotiate a management agreement for the Clinton casino.         Wild Rose

had long since repudiated all of its obligations under the October

agreement with its termination letter of May 24, 2005. However, SMG

did not amend its pleadings in the Emmetsburg action to include any
                                    17

potential Clinton allegations or attempt to introduce evidence of damage

resulting from Wild Rose’s failure to negotiate a management agreement

for the Clinton casino.    SMG waited until August 15, 2008, eleven

months after the court entered judgment in the Emmetsburg action, to

file the Clinton action seeking to recover additional damages.

      The Clinton action involved the same protected right—to enter into

good faith negotiations with Wild Rose for the management of “any other

casino in Iowa” Wild Rose “had the opportunity to develop or operate”—

as the Emmetsburg action.     See Iowa Coal Mining Co., 555 N.W.2d at

441. This second action involves the same alleged wrong—Wild Rose’s

failure to negotiate such an agreement in good faith pursuant to

paragraph 5A of the October agreement—as the Emmetsburg action. See

id. Finally, this second action would involve much of the same relevant

evidence as was offered in the original Emmetsburg action, such as the

parties’ relationship, the terms of the October agreement, Wild Rose’s

alleged paragraph 5A breach, and its repudiation of the October

agreement. See id. Moreover, both the Emmetsburg and Clinton actions

share a common nucleus of operative facts and are closely related in

time, space, origin, and motivation.       See Restatement (Second) of

Judgments § 24 cmt. b, at 198–99. Thus, the Emmetsburg and Clinton

actions involve the same cause of action, meaning they could have been

fully and fairly adjudicated in the original Emmetsburg action.     See

Arnevik, 642 N.W.2d at 319.

      Finally, SMG argues claim preclusion is not a bar to its Clinton

action because the Clinton action developed after the filing of the

Emmetsburg claim. In support of this argument, SMG cites Iowa Code

section 611.19, which provides that “[s]uccessive actions may be
                                    18

maintained upon the same contract or transaction whenever, after the

former action, a new cause of action has arisen thereon or therefrom.”

Iowa Code § 611.19 (2007) (emphasis added).

      Wild Rose breached the October agreement when it first failed to

perform under paragraphs 3A and 5A of the October agreement and

thereafter repudiated the agreement. See Pavone I, 801 N.W.2d at 494–

95. SMG became aware of the underlying facts supporting its Clinton

action when the IRGC awarded the Clinton license and Wild Rose did not

name SMG as manager. SMG learned of these facts shortly after SMG

filed the Emmetsburg action, but well before the court entered the

judgment in the Emmetsburg action.        SMG had sufficient time and

opportunity to amend its Emmetsburg action to seek additional damages

due to the breach of paragraph 5A of the October agreement in regards to

the Clinton casino.   SMG, in a single cause of action and within the

statute of limitations, was required to bring all claims for damages based

on its remaining rights to performance under the October agreement.

Section 611.19 applies to new causes of action and does not apply if the

accrual of additional damages stem from a breach of the original

contract. Russell & Co. v. Polk Cnty. Abstract Co., 87 Iowa 233, 244, 54

N.W. 212, 215 (1893). Because a new cause of action has not arisen, we

find section 611.19 inapplicable.

      Accordingly, the court of appeals and district court correctly held

the doctrine of claim preclusion barred SMG from bringing the Clinton

action.

      IV. Disposition.

      We find no genuine issue of material fact exists as to whether Wild

Rose repudiated the October agreement.      We also hold the doctrine of
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claim preclusion bars this action. Therefore, we affirm the decision of

the court of appeals and the judgment of the district court.

      DECISION OF COURT OF APPEALS AND JUDGMENT OF

DISTRICT COURT AFFIRMED.

      All justices concur except Appel, Waterman, and Mansfield, JJ.,

who take no part.
