In The Matter Of The Estate Of Glenn W. Woodroffe, Randolph W. Woodroffe And Janice M. Woodroffe Vs. The Estate Of Glenn W. Woodroffe, Elda H. Woodroffe, Jeanne A. Woodroffe, Reginald Woodroffe, Kerwin Woodroffe, And Anita L. Erickson

IN THE SUPREME COURT OF IOWA

No. 13 / 05-0135

Filed December 7, 2007

IN THE MATTER OF THE ESTATE OF

GLENN W. WOODROFFE, Deceased

RANDOLPH W. WOODROFFE

and JANICE M. WOODROFFE,

Appellants,

vs.

THE ESTATE OF GLENN W.

WOODROFFE, ELDA H. WOODROFFE,

JEANNE A. WOODROFFE, REGINALD

WOODROFFE, KERWIN WOODROFFE,

and ANITA L. ERICKSON,

Appellees.

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THE ESTATE OF GLENN W.

WOODROFFE and RANDOLPH

WOODROFFE, a/k/a RANDY

WOODROFFE,

Appellants,

vs.

KERWIN WOODROFFE, ANITA

ERICKSON, and THE UNBORN OR

ADOPTED CHILDREN OF GLENN

W. WOODROFFE,

Appellees.

Appeal from the Iowa District Court for Lee County, James Q.

Blomgren, Judge.

2 April 15, 2008 (3:10PM)

Plaintiffs appeal, and defendants cross-appeal, from the district

court’s adjudication resolving the parties’ competing claims to real and

personal property. AFFIRMED.

Robert S. Hatala of Crawford, Sullivan, Read & Roemerman, P.C.,

Cedar Rapids, for appellants.

William H. Napier of Napier, Wolf & Napier, Fort Madison, for appellee

Elda H. Woodroffe.

John H. Smith of Smith, Kultala & Boddicker, LLP, Keokuk, for

appellee Kerwin Woodroffe.

M. Carl McMurray, Keokuk, for appellee Estate of Glenn W.

Woodroffe.

3

HECHT, Justice.

This case presents a saga covering three generations of the Woodroffe

family. The family created a profitable sawmill business due in large part to

the industry and hard work of Glenn Woodroffe. After about thirty years in

the business, Glenn attempted during his lifetime to ensure the

continuation of the family enterprise beyond his lifetime. By the time of his

death in 2002, however, Glenn had failed to establish business and

testamentary arrangements necessary to avoid family conflicts over the

future ownership of the mill and related assets. Those conflicts survived

Glenn and fostered this litigation.

I. Background Facts and Proceedings.

We find the following facts from the record. Glenn started the family

business with a portable sawmill. He incorporated the company, Glenn

Woodroffe Sawmill, Inc. (GWSM), in 1957.1 Although he started the

company with a portable mill, Glenn eventually had the opportunity to

locate the business on real estate located in rural Lee County. In 1959,

Charles Woodroffe, Glenn’s father, conveyed that real estate to Glenn, for

life, with the remainder interest in equal shares to Glenn’s children living at

the time of Glenn’s death.

Glenn and his wife, Elda, raised five children: Randolph, Jeanne,

Reginald, Kerwin, and Anita. Randolph, the eldest child, was active in the

family business from an early age. After achieving a college degree in

industrial engineering, he returned to work full-time at the mill in 1974. In

addition to his long hours of work in the day-to-day operations of the mill,

Randolph drove the truck that delivered to customers loads of pallets

manufactured by GWSM.

1 The articles of incorporation identified Glenn as the sole officer and director of the

company.

4

The other Woodroffe family members were involved to a lesser degree

in the day-to-day operations of the company. Elda was at times identified

in GWSM records as the company’s corporate secretary, but she was unable

at trial to recall the duration of her service as an officer. Her role in the

company’s operations was clearly insubstantial compared to Glenn’s and

Randolph’s. Although Jeanne, Reginald, Kerwin, and Anita performed tasks

around the mill during their youth, the record does not provide much detail

as to their involvement in the operation.

Although Glenn worked incredibly long hours at the mill and devoted

great energy to the business, he was less than fastidious about compliance

with corporate formalities. Although corporate tax returns consistently

identified Glenn as the sole owner of the company, no stock certificates were

ever issued by the company. No records of an initial organizational meeting

or subsequent annual corporate meetings were maintained. No assets were

transferred to GWSM to capitalize the company when it was organized.

Little, if any, effort was made to segregate the company’s assets from the

Woodroffe family’s assets. Although almost all of the income-producing

machinery, equipment, and building improvements were purchased with

funds from GWSM’s bank account, tax deductions for the depreciation of

those assets were taken on the personal tax returns of Glenn and Elda, and

Randolph and his wife, Janice.2 Although GWSM paid rent to those

individuals for the use of such assets, no corporate records evidence the

company ever transferred ownership of the assets to the family members.3

2This was consistently true until 1994 when the company’s tax return claimed some

depreciation expense.

3Glenn and Randolph received rent payments in lieu of W-2 earnings from GWSM to

avoid tax withholding. Randolph also received income from GWSM for the trucking services

he provided for the enterprise.

5

Organized under Iowa Code chapter 491 (1954), the corporate

existence of GWSM was to terminate after twenty years unless renewed. In

1976, the Secretary of State notified Glenn and his attorneys that the

corporation’s existence would expire on January 14, 1977, if a certificate of

renewal and renewed articles of incorporation were not filed. Although

Glenn delivered the notice of impending expiration to his attorney who

prepared a draft of the necessary renewal documents, there is no evidence

that the documents were ever signed by Glenn and forwarded to the

Secretary of State. Consequently, the corporate existence of GWSM expired

on January 14, 1977. No annual corporate reports were filed by GWSM

after 1976.

Although the de jure existence of GWSM expired in January of 1977,

the sawmill business’s operations continued as before. Corporate income

tax returns were filed under the name and tax identification number of

GWSM; machinery and equipment were purchased and building

improvements were constructed with funds from the GWSM bank account;

and workers’ compensation and unemployment claims lodged against

GWSM were defended as though the corporation still existed.

By the late 1980s, Glenn had begun thinking about how ownership of

the business could be transferred, upon his death, to Randolph. He

realized he only held a life estate, and that Randolph’s siblings owned a

four-fifths remainder interest, in the Lee County real estate upon which the

machinery, equipment, and extensive building improvements used by the

business, and a home built for Randolph and his wife, Janice, were

situated.4 Because Glenn and Randolph believed it was economically

infeasible to move the mill improvements and the home to another location,

4 The funds used to pay for the home were derived from mill revenues, and much of

the labor was performed by mill employees, including Randolph.

6

Randolph sought to acquire his siblings’ remainder interests. In

furtherance of this objective, an appraisal of the real estate was undertaken

in 1988.

The appraiser was specifically instructed to value the real estate

assuming the existence of no mill or residential improvements. The

resulting valuation of $42,500 was used by Randolph as the basis for his

offers to purchase the remainder interests of his siblings. Although

Reginald and Jeanne each conveyed their remainder interests to Randolph

for $10,000, Kerwin and Anita did not. Unable to amicably complete the

consolidation of the ownership of all of the remainder interests in Randolph,

Glenn and Randolph filed a partition action in July of 1991 naming Kerwin

and Anita as respondents. In their petition, Glenn and Randolph alleged

they had made substantial improvements to the property in good faith; and

they requested the court to order the sale of the property, and to award to

them the value of the improvements from the sale proceeds.

On August 5, 1992, a consent decree was entered by the district

court. It noted the parties had reached an agreement to (1) sell the Lee

County real estate at public auction, (2) allocate to Glenn and Randolph

from the sale proceeds “the enhanced value due to improvements made to

the land by [them] in good faith,” and (3) deposit the balance of the net

proceeds in trust for the benefit of Glenn and the remaindermen. To

ascertain the “enhanced value” occasioned by the improvements, the parties

agreed and the court decreed that two appraisals of the property be

undertaken by a specified appraiser: one including the value of the

improvements made by Glenn and Randolph; and another disregarding the

value of those improvements.

The appraisals contemplated in the August 5 order were not

undertaken, however, and the public auction was not held. The petitioners

7

filed an application on August 28, 1992, alleging the appraiser identified in

the August 5 order believed he was unqualified to conduct the appraisals,

and asserting there was “an affordable and alternate procedure” that was

likely “to produce greater partition proceeds.”

On October 22, 1992, a new order was entered by the court

confirming yet another agreement to resolve the parties’ controversy. This

order contemplated that the property would be divided by the parties into

five parcels. One of these parcels identified as “Tract A” was “to include the

sawmill, the house in which Randolph Woodroffe resides, and all other

physical improvements to the land in question.” The other four parcels,

denominated “tracts 1, 2, 3, and 4,” and consisting of essentially

unimproved land, were to be sold at a private auction at which only the

parties could bid. The average price per acre obtained at the auction for

tracts 1, 2, 3, and 4 would be the price that Randolph would pay for Tract

A. Glenn’s life estate was “not to be affected” by the partition agreement

and sale.

The auction was never held, and Glenn and Randolph continued to

operate GWSM just as they had before. Kerwin, who had no interest in

operating the sawmill, farmed rent-free the unimproved portions of the Lee

County real estate. Glenn generally disapproved of Kerwin’s farming

practices, and the relationship between Glenn and Kerwin was strained at

best.

GWSM owned a wooded tract of real estate in Des Moines County.

On September 25, 2000, purporting to act as the president of GWSM, Glenn

executed a warranty deed conveying this property to Randolph and Janice.

In 2001, a bank requested documentary evidence of the corporate existence

of GWSM. Glenn’s counsel contacted the Secretary of State and discovered

the company’s corporate charter had expired in 1977. Having learned that

8

the name “Glenn Woodroffe Sawmill, Inc.” was still available, Randolph

caused new articles of incorporation for a corporation with that name to be

filed in July of 2001. The new articles designated Randolph as the

incorporator, registered agent, and sole director of GWSM.5

During his last illness, Glenn contacted his attorney and discussed

the preparation of a will. Elda subsequently typed and Glenn signed a last

will and testament on January 18, 2002. The will, in relevant part, named

Elda as executor and bequeathed property to Elda and Randolph:

I give all of my household furnishings, articles of personal use,

Certificates of Deposit and automobiles for non-business use to

my wife Elda. Also, all machinery, equipment and inventory

owned by me at the time of my death, I leave to my wife Elda.

As sole owner of the Glenn Woodroffe Sawmill, Inc. I give all

my stock in that business or corporation to my son Randolph

W. Woodroffe, who may continue the business after my death.

The will did not include a residuary clause.

Glenn died on April 22, 2002. On July 24, 2002, the district court

admitted Glenn’s last will and testament to probate. On January 27, 2003,

Elda filed a probate report and inventory listing the Des Moines County real

estate, the home in which Randolph and Janice lived, the buildings,

machinery, and equipment used in the sawmill operation, and the sawmill

inventory among the assets of Glenn’s estate.

On May 8, 2003, Randolph filed an application requesting the

appointment of a referee to assist with enforcement of the October 1992

order. Elda resisted the application, contending she had an interest in the

improvements on the property and was not bound by the 1992 order as she

was not a party to the partition action in which it was entered. Kerwin also

resisted the appointment of a referee and asserted the boundaries to tracts

5 Randolph handled the incorporation of GWSM in July of 2001 because Glenn was

then in poor health. It is undisputed that Glenn was the sole owner of the newly-

incorporated GWSM.

9

A, 1, 2, 3, and 4 had never been agreed to. Kerwin further contended the

sawmill improvements were assets of Glenn’s estate because they were not

part of the property subject to the private auction contemplated in the

October 1992 order. The district court denied Randolph’s application for

the appointment of a receiver because the matter involved “too many

disputes and questions [that] must be resolved” before an auction could be

held.

Randolph and Janice filed a petition for declaratory judgment on

October 20, 2003, requesting the court to declare: (1) the Des Moines

County property6 is not an asset of Glenn’s estate because Glenn executed a

deed conveying the land from Glenn Woodroffe Sawmill, Inc. to Randolph

and Janice on September 25, 2000; (2) the dwelling in which Randolph and

Janice reside and the improvements used in the sawmill operation and

located on the Lee County property are not assets of Glenn’s estate because

they are permanently affixed to “Tract A” which Randolph is entitled to

acquire by private auction under the October 1992 order; and (3) the

sawmill machinery, equipment, and inventory are not assets of Glenn’s

estate because they were owned by GWSM at the time of Glenn’s death, and

were bequeathed to Randolph as a consequence of Glenn’s bequest of the

GWSM stock. Elda and Kerwin filed separate answers substantially denying

the allegations and claiming the October 1992 order is unenforceable.7

6The parties agree Janice’s only interest in this litigation is her alleged entitlement

to the Des Moines County property.

7Elda contended the order is unenforceable as to her because she was not a party

to the partition action. Kerwin challenged the enforceability of the order because it

contemplated the private auction and partition would occur only if the parties reached an

agreement as to the boundaries of the several tracts identified in the order; and because

the parties were unable to reach such an agreement, the contemplated partition was

aborted and cannot be completed. Anita, Reginald, and Jeanne defaulted and are not

parties to this appeal.

10

Because of the close connection between the legal consequences of

the October 1992 order filed in the partition action and the appropriate

disposition in the declaratory judgment action filed within Glenn’s probate,

the matters were consolidated for trial. During the trial, Randolph and

Janice offered in evidence exhibits 23, 24, 25, 26, and 26A, consisting of

typewritten documents allegedly authored by Glenn.8 Randolph and Janice

claimed the documents evidenced Glenn’s testamentary intent to ensure

that Randolph would receive Tract A and the GWSM machinery, equipment,

and inventory. The district court sustained Elda’s hearsay objections and

the exhibits were not received in evidence.

On November 15, 2004, the district court filed its ruling holding the

Des Moines County real estate is an asset of Glenn’s Estate. The court

reasoned that the attempted conveyance of that property from GWSM to

Randolph and Janice failed because GWSM’s corporate existence expired in

January 1977, before the deed was drawn and delivered. The court further

concluded the sawmill machinery, equipment, and inventory listed on the

probate inventory are also assets of the estate because they were owned by

Glenn at the time of his death. The court concluded, however, that the

improvements (buildings used in the sawmill operation and the residence in

which Randolph and Janice reside) that are permanently affixed to the Lee

County real estate are not assets of the estate because their disposition is

controlled by the October 1992 order in the partition action.

Randolph, Janice, and Kerwin filed motions to enlarge or amend the

district court’s findings, conclusions, and ruling. Randolph and Janice

urged the court to (1) rule on their claim that the deed to the Des Moines

County real estate should be reformed; (2) conclude the business inventory

8 Although the documents were not signed by Glenn, the proponents of the exhibits

did offer evidence tending to prove the exhibits, which were found after Glenn’s death in

the GWSM business office, were typed on the typewriter commonly used by Glenn.

11

is an asset of GWSM, and not an asset of the estate; and (3) address the

question whether certain grain bins are located on Tract A, and whether

their disposition is controlled by the October 1992 order. Kerwin urged the

district court to amend its conclusion that the disposition of the

improvements located on Tract A must be controlled by the October 1992

order, and joined in the post-trial request of Randolph and Janice that the

court should decide the dispute as to the ownership of the grain bins. In its

ruling on the respective motions to enlarge or amend the November 15,

2004 findings, conclusions, and ruling, the district court held the deed from

Woodroffe Sawmill, Inc. to Randolph and Janice cannot be reformed

because any mistake of the parties to the deed was a mistake in the

formation of the transaction, not in its expression. The district court also

denied relief on the other aspects of the post-trial motions, reasoning that

(1) the October 1992 order should be enforced because it accurately

memorialized the understanding and intent of the parties to permit

Randolph to purchase Tract A which included the improvements

permanently affixed to it; (2) the inventory was owned by Glenn at the time

of his death because GWSM’s corporate existence expired in 1977, and the

inventory was never transferred from Glenn to the new corporation formed

in 2001; and (3) the evidence supports the court’s finding that the grain

bins were purchased by Glenn, not by Kerwin, and placed on Tract A, the

disposition of which was adjudicated in the October 1992 order.

Randolph and Janice appeal from the district court’s determination

that the Des Moines County property and the sawmill machinery,

equipment, and inventory listed in the probate inventory are assets of the

estate.9 Kerwin and Elda cross-appeal from the court’s conclusion that the

9The parties agree Janice’s only interest in this litigation is her alleged entitlement

to the Des Moines County property.

12

disposition of the improvements located on Tract A is controlled by the

October 1992 order.

II. Scope of Review.

Partition actions are equitable actions which we review de novo. See

Iowa R. Civ. P. 1.1201(1). The declaratory judgment action brought in

Glenn’s estate is a matter “tried by the probate court as a proceeding in

equity,” Iowa Code § 633.33 (2007), and our review in such cases is de

novo. Iowa R. App. P. 6.4. Although the district court made several rulings

on evidentiary objections, a procedure typically followed in actions at law,

“the pleadings, relief sought, and nature of the case” lead us to conclude the

proceedings in the district court were equitable proceedings. Passehl Estate

v. Passehl, 712 N.W.2d 408, 414 (Iowa 2006) (noting that while a court’s

rulings on evidentiary objections is an important test of whether an action

was tried in law or equity, it is not dispositive). All of the parties agree our

standard of review is de novo.

III. Analysis.

A. Machinery, Equipment, and Inventory. Randolph contends

the district court erred in holding the sawmill machinery, equipment, and

inventory listed on the estate’s probate inventory were owned by Glenn at

the time of his death. Randolph alleges those assets were, at the time of

Glenn’s death, assets of GWSM, and that they follow the GWSM stock

bequeathed to Randolph. Notwithstanding the expiration of the

corporation’s de jure existence in 1977, Randolph contends GWSM lived on

for purposes relevant to the case as a de facto corporation. In the

alternative, he contends GWSM’s corporate existence should be deemed to

extend beyond the expiration of its de jure existence under the doctrine of

corporation by estoppel. Elda and Kerwin contend the machinery,

equipment and inventory were properly listed in the probate inventory as

13

assets of the estate because, upon the termination of the corporation’s

existence in 1977, their ownership passed to Glenn who owned them at the

time of his death.

For reasons discussed below, we conclude the only type of

corporation Iowa law recognizes is one created pursuant to law—a de jure

corporation. Consequently, GWSM’s existence as a corporate entity ended

in 1977 when the company failed to file a certificate of renewal and renewal

of the articles of incorporation. The inventory, machinery and equipment

listed on the estate’s probate inventory were therefore owned by Glenn at

the time of his death, and they pass to Elda under Glenn’s will.

At common law, once a de jure corporation’s term of existence ended

pursuant to its charter, it could not continue to exist as a de facto

corporation or corporation by estoppel. See M. H. McCarthy Co. v. Dubuque

Dist. Ct., 201 Iowa 912, 916, 208 N.W. 505, 507–08 (1926) (holding a

corporation with an expired charter could only continue to act for purposes

of winding up business); accord In re Booth’s Drug Store, 19 F. Supp. 95, 96

(W. D. Va. 1937) (“The doctrine of the common law was that upon expiration

of its charter, a corporation at once lost its identity and its powers; its life

was instantly terminated.”); Merges v. Altenbrand, 123 P. 21, 22 (Mont.

1912) (holding a corporation failing to follow statutory steps for continued

existence was dissolved); 19 Am. Jur. 2d Corporations § 2352, at 457 (2007)

(“The general rule is that after the expiration of the period of existence

specified in its charter, a corporation is ipso facto dissolved and no longer

has any existence at all, either de jure or de facto.” (citing Eagle Pass Realty

Co. v. Esparza, 474 S.W.2d 624, 625 (Tex. Civ. App. 1971))). The legislature

did not repeal this common law rule through its enactment in 1989 of the

Iowa Business Corporation Act (IBCA). See Atwood v. Vilsack, 725 N.W.2d

641, 644–45 (Iowa 2006) (“The common law may be repealed by implication

14

in a statute that plainly expresses the legislature’s intent to do so.” (citing

Iowa Civil Liberties Union v. Critelli, 244 N.W.2d 564, 568 (Iowa 1976);

Wilson v. Iowa City, 165 N.W.2d 813, 822 (Iowa 1969))). Rather, the IBCA

plainly evidences a legislative judgment that the only type of corporation

that may exist in Iowa is a de jure corporation.

First, the IBCA states, “Unless a delayed or effective date or time is

specified, the corporate existence begins when the articles of incorporation

are filed.” Iowa Code § 490.203(1); see also 5 Matthew G. Doré, Iowa

Practice Series, Business Corporations § 16:9 (2007) (stating IBCA section

490.203 supersedes the de facto corporation and corporation by estoppel

concepts). We acknowledge this provision does not speak directly to

whether a de facto corporation or corporation by estoppel may exist after a

de jure corporation has expired. It does, however, indicate de facto

corporations and corporations by estoppel may not exist prior to the

formation of a de jure corporation. The parties do not suggest any reason

why, under the IBCA, the period prior to de jure incorporation should be

treated differently than the period after the expiration of de jure

incorporation.

Second, the IBCA provides for personal liability for transactions that

occur in the absence of de jure incorporation: “All persons purporting to act

as or on behalf of a corporation, knowing there was no incorporation under

this Act, are jointly and severally liable for all liabilities created while so

acting.” Iowa Code § 490.204 (emphasis added); see 5 Doré, Iowa Practice

Series, Business Corporations § 16:9 (stating IBCA section 490.204

supersedes the de facto corporation and corporation by estoppel concepts).

Personal liability in the absence of the existence of a de jure corporation

plainly implies neither a de facto corporation nor a corporation by estoppel

is recognized in Iowa.

15

Our decision is influenced by the historical background of the 1984

Model Business Corporation Act (MBCA), upon which the IBCA is patterned.

The MBCA drafters observe the de facto corporation and corporation by

estoppel doctrines have been “ ‘widely criticized as being confusing, result-

oriented, overlapping, and involving legal conceptualism that tended to hide

the true basis for the decision.’ ” 5 Doré, Iowa Practice Series, Business

Corporations § 16:9 (citing Model Bus. Corp. Act Ann. § 2.04, Historical

Background (3d ed. 1985 & Supp.)). The drafters expressly state they

intended to do away with the de facto corporation concept through

provisions mirroring the IBCA provisions cited above. Id. (citing Model Bus.

Corp. Act Ann. § 2.04, Historical Background (3d ed. 1985 & Supp.)).

Our decision that the IBCA reflects disfavor toward the doctrines of de

facto corporation and corporation by estoppel is consistent with the

approach of most other jurisdictions with statutes patterned after the

MBCA. See, e.g., Swindel v. Kelly, 499 P.2d 291, 299 n.28 (Alaska 1972)

(“The concept of de facto corporations has been increasingly disfavored, and

Alaska is among the states whose corporation statutes are designed to

eliminate the concept.”); Booker Custom Packing Co. v. Sallomi, 716 P.2d

1061, 1063 (Ariz. Ct. App. 1986) (finding the Arizona Business Corporation

Act was “inconsistent” with the defendant’s claim that he should not be

individually liable because the plaintiffs thought they were dealing with a

corporation); Robertson v. Levy, 197 A.2d 443, 447 (D.C. 1964) (holding the

Business Corporation Act of the District of Columbia “eliminate[s] the

concepts of estoppel and de facto corporateness”); Warthan v. Midwest

Consol. Ins. Agencies, Inc., 450 N.W.2d 145, 148 (Minn. Ct. App. 1990)

(“[T]he doctrine of de facto corporations is inapplicable in this state after

enactment of [the Minnesota Business Corporation Act].”); Smith v.

Halliburton Co., 879 P.2d 1198, 1207 (N.M. Ct. App. 1994) (finding the New

16

Mexico Business Corporation Act was “intended to abolish the doctrine of de

facto corporations”); Timberline Equip. Co. v. Davenport, 514 P.2d 1109,

1110–12 (Or. 1973) (finding, as a result of the Oregon Business Corporation

Act, the doctrine of de facto corporations no longer exists in Oregon);

Mobridge Cmty. Indus. v. Toure, Ltd., 273 N.W.2d 128, 131 (S.D. 1978)

(finding a South Dakota law “has the effect of negating the possibility of a de

facto corporation”); Thompson & Green Mach. Co. v. Music City Lumber Co.,

683 S.W.2d 340, 344 (Tenn. Ct. App. 1984) (“We hold that the Tennessee

General Assembly, by passage of the Tennessee General Corporations Act of

1968, abolished the concept of de facto incorporation in Tennessee.”); Miller

v. Celebration Mining Co., 29 P.3d 1231, 1237 (Utah 2001) (“[T]he common

law doctrine of de facto corporations was specifically preempted by [two

Utah Business Corporation Act provisions] because of its inconsistent

application.”); Equipto Div. Aurora Equip. Co. v. Yarmouth, 950 P.2d 451, 456

(Wash. 1998) (concluding that the Washington Business and Corporation

Act “abolish[ed]” the doctrines of de facto corporation and corporation by

estoppel).

GWSM’s articles of incorporation expressly contemplated that the

corporation would “terminate” on January 9, 1977, if the corporation’s

existence was not renewed. The corporation did not continue to exist after

the expiration of its de jure existence as a de facto corporation or under the

doctrine of corporation by estoppel. The corporation’s existence continued

after the January 1977 expiration date only to the extent necessary to wind

up its business. We next turn to the question of who succeeded to the

ownership of GWSM’s machinery, equipment, and inventory, when the

corporation’s existence expired.

17

GWSM’s articles of incorporation filed in 1957 expressly provided for

the distribution of assets to shareholders upon dissolution of the

corporation:

In the event of dissolution or winding up of the affairs of this

corporation . . . the assets of the Corporation shall be first

applied to the payment of the first preferred stock at par, with

all unpaid accumulated dividends thereon and before any

payment is made to the holders of the common stock. The

remaining assets of the Corporation shall be paid to the

holders of the common stock according to their respective

shares.

Although GWSM never issued stock, the company’s tax returns consistently

identified Glenn as the company’s sole “shareholder.” In addition, it is

undisputed in this case that Glenn was the sole owner of the company.

Therefore, we conclude Glenn was the owner of the machinery, equipment,

and inventory listed on the probate inventory.

Randolph next contends the new corporation organized by him in

2001 under the same name succeeded to the ownership of the expired

corporation’s assets. This contention, too, must fail because Randolph

failed to establish that any of the assets owned by Glenn were transferred to

the new corporation. Therefore, the machinery, equipment, and inventory

listed on the estate’s probate inventory were owned by Glenn at the time of

his death.

Randolph contends that the district court’s decision that the

machinery, equipment, and inventory are assets of Glenn’s estate is

inconsistent with Glenn’s clearly expressed intent. In support of this

contention, Randolph points to a typewritten note from Glenn to his

attorney expressing his testamentary intent that Randolph should receive

all of the sawmill machinery except any machinery owned by Reginald.

Randolph also points in this context to the language of an unsigned will

drafted by Glenn’s attorney after he received the typewritten note from

18

Glenn. Randolph’s reliance upon Glenn’s note and the unsigned will is

unavailing, however, because those documents antedated the will executed

by Glenn and admitted in probate. “It is well settled in this jurisdiction that

if the language of the will is plain, certain and unambiguous, the intention

of the testator must be ascertained from the will itself . . . .” In re

Thompson’s Estate, 164 N.W.2d 141, 146 (Iowa 1969). Because the will

signed in 2002 is unambiguous, Glenn’s intent must be ascertained from

within its four corners. That will clearly bequeaths to Elda the machinery,

equipment and inventory listed in the probate inventory.

B. Des Moines County Property. The timber land located in Des

Moines County was conveyed to GWSM in 1957. Randolph and Janice

contend the September 25, 2000 deed executed by Glenn as president of

GWSM was a valid conveyance. Alternatively, they assert that if the deed

does not constitute a valid conveyance, it should be reformed because the

parties to the deed mistakenly believed GWSM existed when the deed was

drawn and delivered. Elda and Kerwin contend the real estate is an asset of

Glenn’s estate because GWSM did not exist at the time of the attempted

conveyance, and the deed is therefore void. Elda and Kerwin oppose

reformation of the deed on the ground that the deed, if void, may not be

reformed to relinquish Elda’s rights under Iowa Code section 633.211

(2001). Alternatively, they contend the deed, if valid, was nonetheless

subject to Elda’s rights under section 633.211.

For the reasons explained in our discussion of the disposition of the

sawmill machinery, equipment, and inventory, we conclude GWSM did not

exist on September 25, 2000. A deed executed on behalf of a corporation

that does not exist is void. See N.H. Fire Ins. Co. v. Virgil & Frank’s Locker

Serv., Inc., 302 F.2d 780, 783 (8th Cir. 1962) (“A [corporate] deed, executed

while the corporation has no legal existence, is a worthless thing.”).

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We now turn to Randolph and Janice’s assertion that the parties

made a mutual mistake regarding the existence of the corporation, and this

mistake merits reformation of their deed. We decline to reform the deed

because we lack authority to reform void contracts. Casady v. Woodbury

County, 13 Iowa 113, 115 (1862) (refusing to “modify” a void contract, due

to lack of authority to do so); see also Springer v. Kuhns, 571 N.W.2d 323,

329 (Neb. Ct. App. 1997) (“When the parties are asserting rights founded in

an illegal and void contract, the court leaves the parties just where they

placed themselves . . . .”); 66 Am. Jur. 2d Reformation of Instruments § 29, at

253 (2007) (“Neither a void contract nor a parol contract can be reformed.”).

Because GWSM did not exist at the time of the conveyance of the Des

Moines County property, no two parties reached a mutual agreement with

regard to the conveyance. We cannot reform the deed to correspond with

the contracting parties’ intentions when one of those parties did not even

exist; to do so would constitute creation of a contract, not reformation of a

contract.

As previously stated, when GWSM dissolved in 1977, Glenn, as the

sole shareholder of that corporation, became the owner of the corporate

assets. The Des Moines County property was therefore owned by Glenn in

2000 when the ill-fated conveyance was attempted, and at the time of his

death. Accordingly, the real estate is an asset of Glenn’s estate, and it is

properly listed on the probate inventory.

C. Sawmill Improvements. Elda and Kerwin assert the district

court erred in holding the disposition of the numerous sawmill buildings

located on the Lee County property shall be controlled by the October 1992

consent ruling. They contend those improvements were not a subject of the

ruling, and they should therefore pass to Elda as intestate property

pursuant to Iowa Code section 633.211.

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Resolution of this claim requires us to interpret the October 1992

consent ruling. Because a consent ruling is viewed as a contract, the rules

of contract interpretation apply. Fed. Land Bank of Omaha v. Bollin, 408

N.W.2d 56, 60 (Iowa 1987) (citing World Teacher Seminar, Inc. v. Iowa Dist.

Ct., 406 N.W.2d 173, 176 (Iowa 1987)). The intent of the parties is

controlling, and intent is to be determined from the language of the

contract, when possible. Id. (“The objective is to ascertain the meaning and

intention of the parties as expressed in the language used. It is the court’s

duty to give effect to the language of the contract in accordance with its

plain and ordinary meaning and not make a new contract for the parties by

arbitrary judicial construction.”). Only if we find the contract ambiguous

may we resort to extrinsic evidence to ascertain the contract’s meaning. See

Clinton Physical Therapy Servs., P.C. v. John Deere, 714 N.W.2d 603, 615–16

(Iowa 2006).

The language of the October 1992 consent decree plainly indicates the

parties intended for the improvements to pass as part of Tract A to

Randolph. The October 1992 decree states Tract A is to “include the

sawmill, the house in which Randolph Woodroffe resides, and all other

physical improvements to the land in question,” and it also states that

Randolph is to receive Tract A at a price determined by the average of the

sale prices received for tracts 1, 2, 3, and 4. The district court found it

reasonable to believe, and we find it highly probable, Glenn was willing to

forgo any personal remuneration for the value of the improvements to

achieve what was clearly his goal for the last fifteen years of his life: to

assure that Randolph would succeed him as the owner of the sawmill

business and the improvements used to generate its income. The October

1992 consent ruling not only advanced that goal, but it avoided the public

auction of the property contemplated by the August 1992 ruling and

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thereby assured Glenn’s right to use of the sawmill property for the

remainder of his lifetime.

Kerwin claims the October 1992 consent decree lacks the definiteness

essential for validity because: (1) it states the parties must agree on tract

boundaries, but the parties never agreed on these boundaries, and (2) it

does not clearly state whether the August decree remains effective. “[A]

judgment must be certain and in intelligible form so the parties understand

the adjudication.” Wolf v. Murrane, 199 N.W.2d 90, 95 (Iowa 1972)

(citations omitted). A judgment may be so indefinite and uncertain that it is

void. See Lynch v. Uhlenhopp, 248 Iowa 68, 74–75, 78 N.W.2d 491, 495–96

(1956) (finding that a provision in a divorce decree was void and that an

alleged violation of the provision was not contempt).

Whether or not the parties agreed on the precise metes and bounds of

the tracts referred to in the October 1992 consent ruling, the decree clearly

brings the improvements in question within the boundaries of Tract A. The

decree states that Tract A is to include “the sawmill, the house in which

Randolph Woodroffe resides, and all other physical improvements to the

land in question” and provides Randolph will buy the tract at a price

determined by a specific formula. We conclude the language of the ruling is

sufficiently definite to constitute a valid, binding judgment with regard to

the allocation of ownership of the improvements.

The October 1992 ruling was clearly intended to supersede the

August 1992 ruling. This is in part clear because the two rulings

contemplated vastly different solutions to the parties’ conflicts. For

example, the August ruling would have required appraisals of the property,

while the October decree does not; the August ruling contemplated a public

auction, but the October ruling mandates a private auction; and the August

ruling would have required Glenn to convey his life estate to a purchaser,

22

but the October ruling states Glenn’s life estate “will not be affected” by the

private auction. Because of these differences, it would obviously be

impossible for the parties to comply with and for the court to enforce both

the August and October 1992 decrees.

Other evidence also amply supports our conclusion the parties

intended for the October consent ruling to supersede the earlier ruling. The

application that precipitated the October 1992 ruling states the parties

viewed the August decree as “unworkable,” due to their inability to locate a

qualified appraiser. The application further states the parties desired an

“alternate procedure [that] w[ould] likely produce greater partition sale

proceeds.” Greg Johnson, Randolph and Glenn’s attorney in the partition

action, testified the October decree was intended to supersede the earlier

decree.

Kerwin asserts the parties to the October consent ruling agreed the

improvements in question were not part of Tract A; instead, he claims the

improvements were intended to remain “severed” from the property and to

remain the personal property of Glenn. In support of this assertion, Kerwin

argues: (1) the Iowa law of “implied license” suggests the improvements

retained their character as personal property; (2) under Cornell College v.

Crain, 211 Iowa 1343, 235 N.W. 731 (1931), the improvements retained

their character as personal property; (3) all the parties to the partition

action agreed that the improvements were to remain Glenn’s separate

property; and (4) Glenn, individually or through his business, paid for all of

the improvements.

Kerwin’s implied license argument need not be addressed because it

was not made before or ruled upon by the district court. See State v.

Jefferson, 574 N.W.2d 268, 278 (Iowa 1997) (observing that “ ‘issues must

be presented to and passed upon by the district court before they can be

23

raised and decided on appeal’ ” (citing State v. Eames, 565 N.W.2d 323, 326

(Iowa 1997))). The remaining arguments lack merit in light of our

interpretation of the October consent ruling. The consent ruling reflects the

parties’ intent for Tract A to include improvements. Regardless of whether

Glenn paid for the improvements or the improvements could be classified as

Glenn’s personal property under Crain, Glenn could, and did, forgo any

ownership interest he may have had in the improvements when he agreed to

the terms of the October consent ruling.

The Lee County real estate and the improvements permanently

attached to it pass to the remaindermen-children pursuant to the October

ruling, not to Elda. The ruling requires the sale of Tract A, including the

improvements located upon it, to Randolph. Elda, as Glenn’s surviving

spouse, has no interest in the life estate of Glenn under section 633.211, as

Glenn’s interest in the real estate was extinguished at the time of his death.

D. Hearsay Rulings. Randolph contends the district court erred

in excluding exhibits 23, 24, 25, 26, and 26A, which were offered to prove

Glenn’s intent as to the disposition of his assets. He asserts the typewritten

exhibits were admissible under Iowa Rules of Evidence 5.803(24) (residual

hearsay exception) and 5.803(3) (then existing mental, emotional, or

physical condition). The writings bear no signature, but Randolph claims

they were authored by Glenn because they “sound like” something he would

have written, and they appear to have been written on Glenn’s typewriter.

Some are dated, while others are not. One of the documents was found

shredded in a wastebasket in the company’s business office.

Even assuming these documents were admissible, the district court’s

ruling excluding them from evidence did not prejudice Randolph and Janice

and no reversible error resulted from their exclusion. See Crane v. Cedar

Rapids & Iowa City Ry., 160 N.W.2d 838, 846 (Iowa 1968) (concluding

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exclusion of evidence did not prejudice plaintiff). The exhibits in question

would have no impact upon our reasoning or conclusions regarding the

disposition of Glenn’s assets. Because Glenn’s will is unambiguous as to

his intent regarding the disposition of the machinery, equipment, and

inventory, we need not look beyond its express terms to discern his

testamentary intent. See In re Thompson’s Estate, 164 N.W.2d at 146 (“It is

well settled in this jurisdiction that if the language of the will is plain,

certain and unambiguous, the intention of the testator must be ascertained

from the will itself . . . .”).

IV. Conclusion.

We conclude the corporate existence of GWSM expired in 1977. As a

result, the machinery, equipment, and inventory of the sawmill business

were owned by Glenn at the time of his death and are therefore properly

included as assets of his estate. The deed of the Des Moines County

property is void and cannot be reformed. Accordingly, that real estate is

also an asset of Glenn’s estate. Tract A, which is to be sold to Randolph

pursuant to the October 1992 consent ruling, includes the improvements

located on that property. The district court’s exclusion of hearsay, if error,

was harmless.

AFFIRMED.