LLC v. Greenspire Global, Inc., Defendant–Appellant. (2026)

In 2016, Soil Solutions, LLC, sued Greenspire Global, Inc., alleging that it paid for wholesale quantities of pesticide that Greenspire failed to deliver. The parties resolved that dispute with a settlement agreement requiring Greenspire to provide 6,400 gallons by April 2021. But Greenspire fell short again, delivering only a fraction of that amount by the agreed-upon deadline.

Soil Solutions brought this lawsuit to enforce the parties’ settlement agreement. It declined to pursue compensatory damages in favor of a stipulated judgment for specific performance on its breach-of-contract claim. Separate claims for punitive damages and attorney fees were heard at a bench trial. Finding Greenspire had never intended to deliver the promised pesticide, the district court concluded the manufacturer's breach rose to the level of fraud. It thus awarded $150,000 in punitive damages. It also granted Soil Solutions’ request for contractual attorney fees.

Greenspire appeals, challenging these monetary awards. Because we find Soil Solutions failed to prove the fraudulent intent needed to support a tort-style remedy in this breach-of-contract case, we vacate the court's punitive damages award. We affirm on the issue of attorney fees.

I. Factual and Procedural Background

Greenspire manufactures Procidic, a specialty bactericide and fungicide marketed as a sustainable alternative to traditional pesticides. Soil Solutions is a retailer that sells agricultural inputs designed to increase production and improve soil health. Sometime in the early 2010s, Soil Solutions began advertising Procidic to its customers. Demand for the product quickly grew. Witnesses would later testify that Procidic was uniquely effective at treating certain fungal diseases early in the growing season. There was no comparable product on the market at the time.

A. The Underlying Dispute

Soil Solutions purchased Procidic on a prepaid account with Greenspire. The terms of this arrangement were never written down, and they are only hazily recounted in this record. But by early 2016, Soil Solutions was fronting more than $32,000 per month for wholesale quantities of Procidic, which were to be delivered in time for the planting season. Around then, a dispute arose regarding the balance of Soil Solutions’ prepayments and the extent of Greenspire's delivery obligations. Soil Solutions filed suit for breach of contract and other claims, alleging Greenspire had failed to deliver paid-for product.¹

In December 2018—shortly before the case was set for trial—the parties entered into a written agreement to end the litigation. Under the settlement, Soil Solutions agreed to dismiss its pending claims in return for Greenspire's promise to deliver 6,400 gallons of Procidic on an annual schedule over the next three years. An initial shipment of at least 2,135 gallons was due by April 1, 2019, with an additional shipment due by April 1, 2020, and the remainder due by April 1, 2021. Although the underlying dispute was never resolved, everyone now agrees that 6,400 gallons of Procidic was more than what Soil Solutions had paid to receive. The extra product was to “compensate [the] company for other damages.”

B. Greenspire's Settlement Performance

On March 14, 2019, Greenspire delivered its first 188 gallons of Procidic under the settlement agreement. When two weeks passed without further performance, Soil Solutions principal Robert Hecht emailed Greenspire president Steve Knauss to check on the outstanding shipments. Hecht noted Soil Solutions was “not pressed to receive all of it at this time” but that it “would be good [to] have about [one third]” of the 2,135 minimum so that he could fulfill an obligation to a recently bought-out business partner. Knauss responded that this “[would not] be a problem” and that he would “get it scheduled,” but the April 1st deadline came and went without additional deliveries.

On April 15, Hecht urged Knauss to “deliver some [Procidic] ASAP.” Greenspire shipped two more 180-gallon pallets before the end of the month. In May, Hecht emailed Knauss: “We are down to less than a pallet and have product to be delivered to clients. Give me an honest answer!!” Another 140 gallons trickled in by mid-June. Frustrated by the delay, Hecht visited Knauss in Des Moines to warn him that Greenspire had breached the settlement agreement. According to Hecht's notes from the meeting, Knauss divulged that his business partner—Bill Darrington—felt Soil Solutions “should only get product after [Greenspire's] other customers get theirs” because supplying Soil Solutions did not “bring income into Greenspire.” Nevertheless, Knauss claimed Greenspire could deliver eight more pallets (1,440 gallons) of Procidic by mid-July. Only one pallet arrived.

The pattern continued for two more years. Each planting season, Hecht prodded Knauss to ship more Procidic, but Greenspire's deliveries came up short of its promise. By the end of summer 2021, Greenspire had delivered only 1,774.5 gallons to Soil Solutions. Knauss would later testify that supply chain disruptions during the COVID-19 pandemic increased the cost and difficulty of making Procidic. Yet he never communicated that excuse to Soil Solutions. And he conceded that Greenspire manufactured enough product during each year at issue to meet its duties to Soil Solutions. But rather than meeting those obligations, Greenspire chose to fill orders from other buyers instead.

C. The Breach-of-Settlement Action

In September 2021, former Soil Solutions owner Kevin Heck filed this suit against Greenspire. Soil Solutions was later substituted as plaintiff. Its amended petition sought compensatory damages, punitive damages, and attorney fees for Greenspire's breach of the parties’ settlement agreement. But at the final pretrial conference in October 2024, the parties reached a déjà-vu compromise. Under their agreement, Soil Solutions withdrew its compensatory damages claim in exchange for delivery of 4,565.5 gallons of Procidic—the balance of the settlement amount.² And Greenspire consented to judgment for breach of contract if it failed to perform by December 15.

Once again, Greenspire failed to meet its deadline. In January 2025, the district court entered a partial judgment which—at the parties’ request— ordered specific performance of Greenspire's obligation to deliver the 4,565.5 gallons of Procidic. Soil Solutions later sought enforcement by special execution, and the district court ordered the Polk County Sheriff to seize Greenspire's inventory from its business premises.³ Although a seizure attempt in April 2025 was unsuccessful, Greenspire continued to make some deliveries toward satisfaction of the judgment.

Meanwhile, the case proceeded to a bench trial on the questions of punitive damages and attorney fees. During his testimony, Knauss conceded that Greenspire did not fulfill the terms of the 2018 settlement agreement. He gave multiple reasons for the breach—including his difficulties sourcing raw materials and managing cashflow. According to Knauss, Greenspire “need[ed] to sell product to create revenue to buy more supplies,” and he “couldn't keep [the] doors open” by complying with the settlement agreement. In addition, Knauss testified that Greenspire was involved in an unrelated Florida lawsuit between 2018 and 2025, which burdened the company with legal fees and prevented it from securing a bank loan that he had hoped to use to increase production.

Knauss also claimed that Soil Solutions had agreed to Greenspire's departure from the settlement schedule. He testified that a Soil Solutions salesman told him “they didn't want to have a lot of extra product up there,” and so he delivered Procidic “as they asked for [it]” rather than according to the terms of the agreement. Hecht, Heck, and Dale Ronfeldt—another then-owner of Soil Solutions—each denied that the salesman had authority to modify Greenspire's obligations.

Following two days of evidence, the district court entered an order granting Soil Solutions’ requested relief. It found that Greenspire's “persistent delays” despite its “undisputed ․ capacity” provided circumstantial proof “that Greenspire entered into the 2018 agreement with no intent to ever perform under its terms.” It therefore concluded that Greenspire's breach satisfied the elements of fraud—opening the door to tort remedies. The court awarded Soil Solutions $150,000 in punitive damages and $38,404.70 in attorney fees. Greenspire now appeals, challenging the sufficiency of the evidence supporting the award of punitive damages and disputing the legal basis for the fee award.

II. Standard of Review

“We review rulings on the remedies for breach of contract for correction of errors at law.” 5th & Walnut Parking LLC v. City of Des Moines, 36 N.W.3d 741, 760 (Iowa 2026). The district court's factual findings are binding on appeal “if supported by substantial evidence,” which is the quantum of proof “a reasonable mind would accept ․ as adequate to reach the same findings.” Id. at 759. This court must view the evidence in the light most favorable to the judgment. Id. at 759–60.

III. Analysis

A. Punitive Damages

The common law remedy for a breach of contract is compensation.⁴ Upon a showing of breach, the non-breaching party is “entitled to be placed in a position that he or she would have occupied had there been performance.” Magnusson Agency v. Pub. Entity Nat'l Co.-Midwest, 560 N.W.2d 20, 27 (Iowa 1997). Punitive damages are typically not available— even when the breach is intentional. White v. Nw. Bell Tel. Co., 514 N.W.2d 70, 77 (Iowa 1994). One reason for this rule is that breaking a contract can sometimes leave the parties in a better overall position. See 5th & Walnut Parking, 36 N.W.3d at 765 (explaining the principle of “efficient breach”). Because the threat of “open-ended tort damages” might deter an economically prudent breach, id, contract law favors compensation over compulsion:

Our system is not directed at Compulsion of Promisors to Prevent breach; rather it is aimed at Relief to Promisees to Redress breach. Perhaps it is more seemly for a system of free enterprise to promote the use of contract by encouraging promisees to rely on the promises of others, rather than by compelling promisors to perform their promises out of fear that the law will punish their breaches. In any event, this at least adds to the celebrated freedom to make contracts, a considerable freedom to break them as well.

Pogge v. Fullerton Lumber Co., 277 N.W.2d 916, 919 (Iowa 1979) (alterations omitted) (quoting E. Allan Farnsworth, Legal Remedies for Breach of Contract, 70 Colum. L. Rev. 1145, 1147 (1970)).

But there is a narrow exception to the rule against tort remedies. The Iowa Supreme Court has held that punitive damages may be awarded for a breach of contract when two conditions are satisfied. First, the breach must “constitute[ ] an intentional tort.” Magnusson, 560 N.W.2d at 29. It is not enough to show that a breach was purposeful or unjustified; it must also be tortious. See White, 514 N.W.2d at 77–78 (explaining “merely objectionable conduct is insufficient”). Second, the plaintiff must show the breach was “committed maliciously, in a manner that meets the standards of Iowa Code section 668A.1.” Magnusson, 560 N.W.2d at 29. That code section requires a plaintiff to show “by a preponderance of clear, convincing, and satisfactory evidence” that the defendant acted in “willful and wanton disregard for the rights or safety of another.” Iowa Code § 668A.1(1)(a).

Applying these standards, the supreme court has vacated punitive damages awards in breach-of-contract cases and affirmed district court decisions doing the same.  ⁵ See Graves v. Iowa Lakes Cmty. Coll., 639 N.W.2d 22, 28 (Iowa 2002) (finding no basis for jury's punitive damages award for breach of contract in the absence of an intentional tort), overruled on other grounds by, Kiesau v. Bantz, 686 N.W.2d 164 (Iowa 2004); Seastrom v. Farm Bureau Life Ins. Co., 601 N.W.2d 339, 347–48 (Iowa 1999) (affirming vacation of punitive damages award for lack of substantial evidence showing insurer's failure to pay benefits under life insurance policy was tortious or malicious); Magnusson, 560 N.W.2d at 29 (finding no intentional tort to support a jury's $125,000 punitive damages award in contract case); White, 514 N.W.2d at 77–78 (finding an employer's failure to make medical payments under a worker's compensation settlement was not an independent tort supporting punitive damages award); Berryhill v. Hatt, 428 N.W.2d 647, 656 (Iowa 1988) (finding the defendant's breach of contract, while “belligerent,” was insufficient to support jury's award of punitive damages); see also Larew v. Hope L. Firm, P.L.C., 977 N.W.2d 47, 63 (Iowa 2022) (affirming denial of punitive damages claim in breach-of-contract case for lack of fraud or malice); West v. Jayne, 484 N.W.2d 186, 192 (Iowa 1992) (affirming dismissal of punitive damages claim where there was no evidence of malice, fraud, or another illegality besides breach of contract).

Two decisions from the supreme court cut the opposite way. See Wilson v. Vanden Berg, 687 N.W.2d 575, 586–87 (Iowa 2004); Hockenberg Equip. Co. v. Hockenberg's Equip. & Supply Co. of Des Moines, Inc., 510 N.W.2d 153, 156–57 (Iowa 1993). In Wilson, a pair of frustrated clients sued for breach of contract after their attorney in a real estate dispute concealed a conflict of interest, stalled progress out of loyalty to the opposing party, and then terminated the representation without returning his retainer. 687 N.W.2d at 578–79. The small claims court awarded the clients a full refund and $3,500 in punitive damages. Id. at 580. On appeal, the attorney argued the clients had failed to prove an intentional tort supporting the punitive damages award. Id. at 586. But the supreme court disagreed. It found the attorney had fraudulently misrepresented his ability to advocate for the clients in order to secure their business, and so punitive damages were proper. Id. at 586–87.

Hockenberg involved a trade name dispute between a pair of restaurant supply companies that competed in the same central Iowa market. 510 N.W.2d at 155. The parties entered into a settlement agreement in which the defendant promised to cease doing business under the disputed name. Id. Yet the defendant continued to send infringing materials into central Iowa—even after the plaintiff obtained a temporary injunction. Id. A jury awarded $5,000 in punitive damages, finding the defendant not only breached the settlement agreement but also interfered with the plaintiff ’s prospective business advantages. Id. at 155–56. The supreme court upheld that award, explaining the defendant's “persistent course of conduct in their refusal to abide by the settlement agreement or the injunction” satisfied the malice requirements of section 668A.1. Id. at 157.

Likening this case to Wilson and Hockenberg, Soil Solutions urged the district court to award punitive damages based on two theories. First, it argued that Greenspire “knew that not providing product would harm Soil Solutions’ customer relationships” and so its intentional nonperformance amounted to tortious interference with Soil Solutions’ business relationships. Second, it asserted that Greenspire committed fraudulent misrepresentation when it settled the prior lawsuit with a promise it “never intended to keep.” The district court was unpersuaded by the interference argument, finding no evidence that Greenspire acted “with a purpose to financially injure or destroy Soil Solutions.” But it agreed with Soil Solutions’ claim of fraud, writing:

[T]he court concludes that Greenspire entered into the 2018 agreement with no intent to ever perform under its terms. There is no other explanation for the meager production over the first three years, as well as the persistent delays and excuses offered by Greenspire in response to Soil Solution's pleas. Its attitude is best summarized by its co-owner when he stated that Soil Solutions should only get product after Greenspire's other customers get theirs since we don't bring income to Greenspire. Greenspire acted with a conscious indifference to the delivery deadlines it agreed to in 2018; that indifference continued into 2024 when, knowing full well of the posture of the present action, it memorialized a resolution of the contract claim in the presence of the court by agreeing to provide the balance of 4,565.50 gallons within two months and then proceeded to deliver approximately ten percent of that amount. This is not an example of a company having to make difficult decisions because of financial constraints and market forces; Greenspire entered into its agreements with Soil Solutions with no intent to ever perform.

(Cleaned up).

On appeal, Greenspire disputes the district court's inference of fraud. It argues there is nothing to show that it “harbored [a] fraudulent intent at the time the settlement agreement was signed” and that the circumstantial evidence shows at most an “intent to break a contract.” We agree. While the intentional nature of Greenspire's breach is beyond dispute, there is insufficient proof—even under the district court's factual findings—that Greenspire made a fraudulent misrepresentation to induce the parties’ settlement. Without this showing, the court's punitive damages award cannot stand.

To establish a fraudulent misrepresentation, Soil Solutions had to show that Greenspire made a material misrepresentation with the intent to deceive Soil Solutions and that Soil Solutions relied on that misrepresentation to its own detriment. See Van Sickle Constr. Co. v. Wachovia Com. Mortg., Inc., 783 N.W.2d 684, 687 (Iowa 2010). A promise of performance can satisfy these elements if, at the time it is made, the promisor “had an existing intention not to perform.” Robinson v. Perpetual Servs. Corp., 412 N.W.2d 562, 565 (Iowa 1987). But not every intentional breach of contract is evidence of fraud. See id. at 566 (“The mere breach of a promise is never enough in itself to establish the fraudulent intent.” (citation omitted)). “When a promise is made in good faith, with the expectation of carrying it out, the fact that it subsequently is broken gives rise to no cause of action ․” Id. at 565 (quoting William L. Prosser, The Law of Torts § 109, at 730–31 (4th ed. 1971)); see also United States ex rel. O'Donnell v. Countrywide Home Loans, Inc., 822 F.3d 650, 666 (2d Cir. 2016) (vacating jury's finding of fraud where the government proved “only post-contractual intentional breach of the representations”).

Focusing on Greenspire's post-contractual actions, the district court found its nonperformance was not the result of “financial constraints” or “market forces,” as Knauss suggested at trial, but instead simply a decision to maximize revenue. We accept that credibility finding on our substantial-evidence review. Tim O'Neill Chevrolet, Inc. v. Forristall, 551 N.W.2d 611, 614 (Iowa 1996). Yet, even if profits motivated Greenspire's breach, that is not enough to show fraud. As discussed above, our law permits a party to repudiate an economically unfavorable contract without fear of tort-style punishment. 5th & Walnut Parking, 36 N.W.3d at 765. The relevant question is not whether Greenspire intentionally broke its promise to Soil Solutions, but when it decided to do so. See Robinson, 412 N.W.2d at 566.

In Robinson, the supreme court described a handful of factors that might reveal an intent to breach when the contract was made, including (1) “the defendant's insolvency” or some other reason to know the defendant “cannot pay,” (2) the defendant's “repudiation of the promise soon after it is made, with no intervening change in the situation,” (3) the defendant's “failure even to attempt any performance,” and (4) “continued assurances after it is clear” the defendant will not perform. Id. (citation omitted). Soil Solutions contends these are “the exact types of circumstances” present here. But it points to no record support. Nor do we find any.

Although Knauss alleged that Greenspire faced increasing financial stress in the years after the parties’ settlement, the record does not show that Greenspire was incapable of performance as of December 2018. There is also no evidence that Greenspire repudiated its obligation before its delivery deadline or failed “even to attempt” performance—its partial deliveries show the opposite. True, Knauss gave several post-breach assurances that Greenspire would make good on its broken promise. But while these assurances turned out to be empty, we do not find Knauss's texts and emails to be compelling evidence of a fraudulent intent when the contract was made. After all, some of the Procidic that he promised Hecht ultimately reached Soil Solutions.

The burden was on Soil Solutions to prove fraudulent intent by a preponderance of clear, convincing, and satisfactory evidence. See id. at 565; Iowa Code § 668A.1(1)(a). But even when this record is viewed in the light most favorable to the judgment, Soil Solutions’ allegations of fraud remain speculative. Cf. Wilson, 687 N.W.2d at 586–87 (detailing the compelling circumstantial proof that the defendant attorney had lied to his clients about his divided loyalties from the beginning of the parties’ relationship). Without evidence of a fraudulent intent, Soil Solutions cannot prove that Greenspire's breach was tortious, and so it cannot support an award for punitive damages. Magnusson, 560 N.W.2d at 29. We reverse the district court's finding of fraud and vacate the $150,000 award.

B. Fee Award

Shortly before Soil Solutions settled its original claims against Greenspire in 2018, Kevin Heck sold his stake in the company to Hecht and Ronfeldt. The terms of Heck's separation agreement are not in the record, but it appears that he retained a right to one third of the undelivered Procidic when he left Soil Solutions. When Greenspire came up short, Heck filed this action in his personal capacity, claiming he could enforce the settlement agreement as a third-party beneficiary. Greenspire disputed Heck's standing to sue.

The standing issue was mooted after Heck reached an agreement with Soil Solutions allowing him “to file suit against Greenspire as an agent of, or on behalf of, Soil Solutions,” provided that “in no event shall Soil Solutions, Hecht, or Ronfeldt be required to incur [ ]or pay any cost or expense” related to the claims. With that authorization in place, Heck and Greenspire agreed to substitute Soil Solutions as the plaintiff in this case. Throughout the rest of the litigation, Soil Solutions was represented by the same attorney who had represented Heck. There is no dispute that Heck continued to pay all the attorney's legal fees, consistent with his agreement with Soil Solutions.

The 2018 settlement agreement between Soil Solutions and Greenspire provides: “In the event any action is brought to enforce the terms of this Agreement, ․ the prevailing party as determined by the Iowa District Court shall be entitled to recover its attorney fees, costs, and expenses.” Finding Soil Solutions had prevailed on its claim to enforce the agreement, the district court ordered Greenspire to pay Soil Solutions $38,404.70—the sum of the attorney fees expended by Heck on Soil Solutions’ behalf. Greenspire contends this award was in error, arguing Soil Solutions is not a “prevailing party” because it did not collect compensatory damages. Alternatively, Greenspire argues that Soil Solutions failed to prove that it incurred any fees.

Contractual attorney fee provisions are enforceable by statute. See Iowa Code § 625.22(1). But the question of recovery ultimately depends on the language of the parties’ contract. See NCJC, Inc. v. WMG, L.C., 960 N.W.2d 58, 62 (Iowa 2021). We construe attorney fee provisions like any other term, giving the words their plain and ordinary meaning and looking beyond the written agreement only where an ambiguity obscures the parties’ intent. See Tom Riley L. Firm, P.C. v. Tang, 521 N.W.2d 758, 759 (Iowa Ct. App. 1994).

Greenspire's first argument fails under the plain language of the settlement agreement. Cases interpreting similar fee provisions have rejected the idea that a “prevailing party” must obtain a favorable monetary recovery. See NCJC, Inc., 960 N.W.2d at 62 (quoting with approval the Black's Law Dictionary definition of “prevailing party” as the party “in whose favor a judgment is rendered, regardless of the amount of damages awarded” (citation omitted)); Lee v. State, 874 N.W.2d 631, 645 (Iowa 2016) (noting a plaintiff “prevails” under the FMLA “when actual relief on the merits of his claim materially alters the legal relationship between the parties by modifying the defendant's behavior in a way that directly benefits the plaintiff” (citation omitted)). Here, the district court entered judgment for Soil Solutions on its breach-of-contract claim. Although the parties agreed for the court to order specific performance rather than compensatory damages, that does not change the fact that Soil Solutions “prevailed” on the merits. See NCJC, Inc., 960 N.W.2d at 62 (noting “status as a prevailing party is determined on the outcome of the case as a whole” (citation omitted)).

Greenspire's second argument, by contrast, zeroes in on a contractual ambiguity. The settlement agreement entitles a prevailing party to “recover its ․ fees.” Greenspire reads these words to mean the prevailing party is only entitled to recoup fees it expended in the enforcement effort. But the district court understood the same language to embrace fees incurred on the prevailing party's behalf. There is a genuine uncertainty as to which of these reasonable interpretations is correct, and so we may look beyond the four corners of the contract to determine the parties’ intent. Hartig Drug Co. v. Hartig, 602 N.W.2d 794, 797 (Iowa 1999).

It is a well-established rule of agency law that a principal has a duty to indemnify an agent for payments made “within the scope of the agent's actual authority.” Restatement (Third) of Agency § 8.14(2)(a)(i) (A.L.I. 2006); accord Foley v. Nimocks, 157 N.W. 178, 181 (Iowa 1916). Absent other evidence,⁶ we may presume that the parties intended their attorney fee provision to operate in harmony with this rule. See United Suppliers, Inc. v. Hanson, 876 N.W.2d 765, 780 (Iowa 2016) (“Contracting parties are presumed to contract in reference to the existing law, which becomes a part of the contract.” (citation omitted)). Interpreting the settlement agreement to foreclose recovery of fees advanced by an agent would defy reasonable expectations and frustrate the fee provision's purpose of shifting the cost of enforcement to the breaching party. Cf. Rowedder v. Anderson, 814 N.W.2d 585, 590 n.3 (Iowa 2012) (noting in the sanctions context that “[t]he fact that an opposing party's attorney fees are paid by an insurance coverage will not defeat a party's claim” to a fee shift).

Greenspire points to the litigation agreement between Soil Solutions and Heck in support of a contrary conclusion. But that 2023 contract sheds little light on the intentions of Soil Solutions and Greenspire at the time of the 2018 settlement. See Hartig, 602 N.W.2d at 798 (explaining words in a contract are to be interpreted according to their “meaning at the time the contract was executed”). The present question is whether the fee provision between Soil Solutions and Greenspire generally permits recovery of fees advanced by an agent—not whether the language of a separate agreement excuses Soil Solutions’ duty to Heck. Because there is no dispute that the fees paid by Heck were incurred on Soil Solutions’ behalf, we affirm the fee award.

C. Appellate Fees

Soil Solutions requests $2,370 in appellate attorney fees. Where a contractual fee provision does not limit recovery to district court fees, we have authority to grant an award of appellate fees. See Iowa Code § 625.22(1); Bankers Tr. Co. v. Woltz, 326 N.W.2d 274, 278 (Iowa 1982). Greenspire makes no argument that the settlement agreement's fee provision excludes appellate fees. Based on the affidavit filed by Soil Solutions’ attorney—and consistent with the above discussion—we award Soil Solutions the requested appellate attorney fees of $2,370.

AFFIRMED IN PART AND REVERSED IN PART.

FOOTNOTES

1.   The petition from Soil Solutions’ 2016 lawsuit is not a part of the record, and no party asked the district court or this court to take notice of any filings in that matter.

2.   Greenspire shipped an additional sixty gallons in 2022 after Soil Solutions sued for breach of the settlement. Adding that amount to the 1,774.5 pre-suit gallons, the parties calculated a deficit of 4,565.5 gallons.

3.   Greenspire's compliance with the court's order for specific performance is not at issue in this appeal.

4.   Although this dispute involves the non-delivery of goods, neither party suggests Iowa Code chapter 554—Iowa's version of the Uniform Commercial Code—applies here. See Iowa Code § 554.2713 (2021) (describing a buyer's damages for non-delivery); id. § 554.2721 (describing remedies for fraud).

5.   Our court has followed suit. See Milas v. Soc'y Ins., No. 16-2148, 2017 WL 6513967, at *3 (Iowa Ct. App. Dec. 20, 2017); Hansen Co. v. RedNet Env't Servs., L.L.C., No. 16-0735, 2017 WL 4570406, at *4–7 (Iowa Ct. App. Oct. 11, 2017); Polar Insulation v. Garling Constr., Inc., No. 15-1501, 2016 WL 6396208, at *4 (Iowa Ct. App. Oct. 26, 2016); Primmer v. Langer, No. 13–0930, 2014 WL 4930456, at *10 (Iowa Ct. App. Oct. 1, 2014).

6.   Although both signatories to the settlement agreement—Knauss and Hecht— testified at trial, neither was asked to speak to the parties’ intentions regarding the attorney fee provision.

Opinion by Badding, J.