Background
Lawrence Seamans, a fifty-year veteran farmer and part-owner of Seamans Farms, Inc., sold 2.1 acres of his Chickasaw County land to C&N Livestock Farms, L.L.C. in 2010 so that C&N could build and operate a hog confinement facility. The arrangement was mutually beneficial: C&N needed farmers to dispose of the liquid manure its operation produced, and Seamans wanted the manure as fertilizer. The parties formalized the arrangement in a July 2011 easement agreement under which Seamans paid $2,500 per year to remove all liquid manure from the site. The agreement required C&N to procure and maintain a legally compliant Manure Management Plan (MMP) approved by the Iowa DNR and ran through August 31, 2026, with a perpetuation clause extending it until pork production permanently ceased on the premises. Seamans testified he would not have sold the land without the easement.
C&N operated the facility for over a decade and sold all manure to Seamans each year while managing the MMP obligations. In late 2022, C&N sold the facility to A.K. Family, LLC, whose owner Adam Kleiss received a copy of the easement agreement before closing and acknowledged it in the purchase contract. After the sale closed in February 2023, Kleiss rejected Seamans’s proposal to restructure the payment terms. A.K. then submitted a new MMP to the DNR that excluded Seamans’s fields entirely — citing a lack of soil samples — making it illegal for Seamans to remove any manure in 2023. In 2024, A.K. amended the MMP to include Seamans’s fields but limited him to a single, insufficient load of manure. Seamans was forced to purchase commercial fertilizer in both 2023 and 2024 to replace the lost nutrients.
Seamans filed suit seeking specific performance, injunctive relief, monetary damages, and a declaration that the easement was valid and enforceable. He also alleged that Kleiss personally tortiously interfered with the easement. The defendants counterclaimed for a declaration that the easement was unenforceable. After a bench trial, the Chickasaw County District Court entered judgment for Seamans on all claims, found the easement valid and continuing, held A.K. and Kleiss jointly and severally liable for $134,757.94 in damages, and enjoined the defendants from interfering with Seamans’s manure rights. The defendants appealed.
The Court’s Holding
The Iowa Court of Appeals affirmed on all issues, reviewing for correction of errors at law. On the easement’s duration, the court upheld the district court’s reading that the perpetuation clause — extending the agreement until pork production permanently ceases — controls, and that the August 31, 2026 date was included at the insistence of C&N’s mortgage lender to guarantee a minimum removal period, not to cap the easement’s life. The court also rejected the defendants’ constitutional challenge, reaffirming that article I, section 24 of the Iowa Constitution — which voids agricultural land leases exceeding twenty years — applies to leases, not easements.
On the scope of Seamans’s manure rights, the court affirmed that the easement grants him exclusive rights to all manure produced at the facility. The court credited the district court’s reasoning that Seamans would not have agreed to pay a fixed annual fee for an indeterminate quantity of manure left to the operator’s discretion, and that a decade of uninterrupted full-manure transfers between Seamans and C&N constituted persuasive course-of-dealing evidence. On breach, the court upheld the finding that A.K.’s failure to include Seamans’s fields in the 2023 MMP — which the court found was not attributable to any failure by Seamans to provide soil samples — constituted a breach of A.K.’s obligation under paragraph 4 of the easement to procure and maintain a legal MMP.
The court affirmed the $134,757.94 damage award, which the district court calculated by reference to the cost of commercial fertilizer Seamans purchased to replace the nutrients he would have received from the manure, minus hauling expenses, finding that measure provided a reasonable and accurate approximation of his losses. On tortious interference, the court declined to reach the merits of the defendants’ argument that Kleiss — as A.K.’s owner — could not be liable for interfering with A.K.’s own contractual obligations, because the district court had only addressed the narrower argument that a member of a single-member LLC cannot tortiously interfere with the LLC’s contracts, and even then only found that the defendants had not established A.K. was a single-member LLC. Because the broader argument was not decided below, the court of appeals declined to consider it.
Key Takeaways
- A manure easement perpetuation clause extending the agreement “until pork production permanently ceases” is enforceable and is not rendered superfluous by an earlier fixed-date provision included for lender protection; the two provisions work together.
- Iowa’s constitutional twenty-year cap on agricultural land grants (article I, section 24) applies only to lease agreements, not to easements, and does not limit how long an express easement may run.
- Where an easement obligates the facility operator to procure and maintain a legally compliant MMP, the operator cannot excuse non-performance by claiming the easement holder failed to supply soil samples — especially where prior soil samples remained valid, the operator never requested new ones, and course of dealing showed the prior operator handled sampling itself.
- Damages for denial of manure access are properly measured by the cost of commercial fertilizer purchased to replace the lost nutrient value, minus avoided hauling costs, rather than by a per-gallon manure valuation.
- An argument not ruled on by the trial court — here, whether an LLC owner can tortiously interfere with his own LLC’s contracts — will not be addressed on appeal for the first time.
Why It Matters
This decision provides important guidance for agricultural operations across Iowa, where manure easements are increasingly required by agricultural lenders as a condition of financing hog confinement facilities. The court’s holding confirms that perpetuation clauses in these easements are enforceable and not vulnerable to constitutional challenge as impermissible long-term agricultural grants. Buyers of hog facilities who receive notice of existing manure easements — as Kleiss admittedly did here — are bound by their terms, and the obligation to maintain a compliant MMP that includes the easement holder’s fields cannot be evaded through administrative omissions.
The ruling also reinforces that course of dealing evidence carries substantial weight in interpreting ambiguous easement terms: ten years of transferring all manure to Seamans was treated as strong proof of the parties’ original intent. For agricultural transactional attorneys, the case underscores the importance of clearly specifying in purchase agreements how existing manure easements will be honored by a new operator — and the legal and financial exposure that follows when a buyer attempts to renegotiate or effectively nullify those obligations after closing.