WIGGINS, Justice.
A district court jury determined the owners and operators of a casino breached a management agreement and awarded damages to the prospective management team. The owners and operators appealed the verdict. We transferred the case to the court of appeals. The court of appeals reversed the judgment of the district court. On further review, we find the district court did not commit any error in the trial of the matter. Accordingly, we vacate the decision of the court of appeals and affirm the judgment of the district court.
In 2003 John Pavone returned to Iowa with the intent to manage casinos through
On April 29, 2004, Pavone entered into a consulting agreement with Wild Rose to assist Wild Rose in obtaining gaming licenses in the counties surrounding the Des Moines area. The consulting agreement also provided, if Wild Rose obtained a gaming license, Wild Rose would engage in good faith negotiations with SMG for SMG to manage the newly developed casino. Thus, with Pavone's assistance, Wild Rose turned its focus to obtaining gaming licenses in the state of Iowa.
One city that was interested in providing gaming was the city of Ottumwa. On July 15, Pavone sent an email to Kirke asking to meet with him and discuss their future business relationship should the Ottumwa nonprofit organization seeking the license choose to collaborate with Wild Rose. Subsequently, on July 19, Pavone met with Kirke and Richards at a restaurant Kirke owned, and they discussed SMG's future business relationship with Wild Rose. Pavone claims that at this meeting the parties generally agreed SMG would manage all casinos Wild Rose operated. Kirke admits the parties discussed an eventual partnership but claims the specific terms of an agreement were not discussed.
After this meeting, Pavone met with his attorney, Ryan Ross, and instructed him to contact Wild Rose's attorney, Jim Krambeck, about memorializing the parties' agreement. Subsequently, on July 28, Ross sent Krambeck a number of "discussion points" which he believed were the terms the parties had agreed to and asked Krambeck to confirm the generally agreed upon terms so he could begin to memorialize the agreement. One of the discussion points included a right of first refusal in favor of SMG with regard to managing the Ottumwa casino or any other casino for which Wild Rose obtained a gaming license.
On August 3, Wild Rose Ottumwa (a subsidiary of Wild Rose) and the Ottumwa nonprofit organization executed three agreements-a memorandum of intent, a gaming development agreement, and an operator's contract. Within the "scope of work" portion of the memorandum of intent it states, "Wild Rose shall manage the facility for a fee equal to 2% of revenue plus 10% of operating income, not to exceed 4% of revenue pursuant to a management agreement." In early August, Pavone learned of these agreements and was concerned that Wild Rose had named itself manager of the Ottumwa casino rather than SMG. Pavone discussed his concerns with Kirke and Richards and was told not to worry because the parties would execute an agreement ensuring SMG would manage the Ottumwa casino.
Throughout August, September, and October, Ross and Krambeck regularly conversed and exchanged numerous drafts of a proposed agreement between SMG and Wild Rose. Ross's first draft of the agreement was entitled "Letter of Intent." The draft detailed both Pavone's provision of future consulting services to Wild Rose as well as Pavone's management of the Ottumwa casino, should Wild Rose obtain a gaming license. On September 20, Krambeck suggested the parties execute a straightforward consulting agreement as well as a separate letter of intent or option agreement pertaining to the future ownership
The October 22 agreement states the material terms and conditions by which Pavone will provide consulting services to Wild Rose through the opening of a casino in Ottumwa, as well as the ownership and management relationship between the parties upon the opening of the Ottumwa casino and other casino projects within the state of Iowa. The first two paragraphs of the agreement concern the consulting services Pavone is to provide Wild Rose prior to a license award for the Ottumwa casino and through the opening of the Ottumwa casino. Paragraph three of the October agreement states in pertinent part:
Paragraph five of the October agreement provides:
Ross testified the October agreement established a binding consulting and management relationship and established a good-faith relationship between the parties for future projects within Iowa. Conversely, Krambeck testified the October agreement established a binding consulting agreement and a nonbinding letter of intent concerning the parties' relationship in connection with any future gaming opportunities. Whatever the parties' true intent, Wild Rose placed the October 22 agreement within its application to the Iowa Racing and Gaming Commission (IRGC) for a gaming license in Ottumwa.
Subsequently, on November 10, Pavone and Wild Rose submitted its Ottumwa and Emmetsburg applications to the IRGC. Both of the applications represented under oath that SMG would be managing the Ottumwa and Emmetsburg casinos by stating:
On December 8, an accountant for the Division of Criminal Investigation (DCI), in connection with doing a background check with the IRGC, sent a letter to DCI Special Agent David Button detailing a number of questions Wild Rose needed to answer for the accountant to complete his analysis of Wild Rose's Ottumwa and Emmetsburg applications. One of the accountant's questions stated, "Agreement with Pavone and Signature Management Group, LLC (SMG) makes reference to the Ottumwa project not Emmetsburg. I assume this is just an oversight in assembling the two applications. Need to get copy of Emmetsburg Agreement with SMG." Richards received this document and in response to this question, he claims he sent a copy of the October 22, 2004 agreement to Button.
On January 28, 2005, Button sent a follow-up email to Richards stating:
Richards forwarded this email to Pavone and discussed it with him. As a result of this conversation, Richards and Pavone agreed to provide the DCI with "additional information." Subsequently, Pavone asked Ross to begin conversing with Krambeck about drafting such a document. Moreover, Button never received a response from Wild Rose with regard to his January 28 email.
On February 4, Ross emailed Krambeck:
Krambeck never revised the October 22, 2004 agreement to apply to Emmetsburg. Subsequently on February 21, 2005, Ross drafted a more detailed management agreement using an Isle of Capri casino management agreement as a template and forwarded the draft to Krambeck for his review. A few days later, Krambeck responded to the draft with numerous discussion points, indicating Wild Rose was not pleased with a number of items in the agreement.
On February 16, the IRGC held an informational meeting for the gaming license applicants about further information the applicants needed to provide to the IRGC. At this meeting, Wild Rose was asked whether they had a management agreement. Wild Rose responded, "[W]e are negotiating it." Moreover, on March 2, Wild Rose sent a letter to the IRGC stating:
On March 14, Ross sent Krambeck a second draft of the agreement addressing most of Wild Rose's initial concerns and complaints. On March 18, Ross, Pavone, Richards, and Krambeck held a conference call to discuss the length of the management agreement and the amount of payment SMG was to receive. Ross felt the parties were close to an agreement at this time. However, as the negotiations continued to progress through March and April, Wild Rose allegedly continued to demand more and more concessions from Pavone. At trial, Pavone described the negotiations deteriorating as follows:
Sometime between late January and late March, Wild Rose hired Kevin Preston as an operations consultant. Preston had extensive experience in the gaming industry and had experience as a general manager of a casino. Ross and Pavone learned that while they were negotiating the management agreement, Wild Rose was also negotiating a general manager agreement with Preston. Kirke and Richards claim that if they received a gaming license for the Ottumwa casino, they planned to hire Preston as its general manager, who would in turn report to Pavone/SMG as the company charged with the overall management of the facilities. After Pavone learned Wild Rose was planning on hiring Preston as the Ottumwa casino's general manager, he confronted Kirke and Richards about it in a meeting. At some point during the meeting, Kirke allegedly asked
By late April 2005, Ross and Pavone began to worry that they had made misrepresentations to the IRGC about who was going to manage the Ottumwa and Emmetsburg facilities. Accordingly, Pavone told Ross that he felt he needed to notify the IRGC that the parties did not, as of that date, have a management agreement.
Ross notified Krambeck that Pavone would be contacting the IRGC and informing the IRGC the parties' had not yet renegotiated a management agreement for the Ottumwa and Emmetsburg facilities. Subsequently, on May 3, 2005, Pavone sent a letter to the IRGC stating:
The IRGC viewed this letter as a notification that they would not be receiving a management agreement from Wild Rose to review before they made their gaming license determinations. Kirke believed Pavone sent this letter in an attempt to prevent Wild Rose from receiving gaming licenses for both the Ottumwa and Emmetsburg casinos. In response to this letter, the parties suspended negotiations on a management agreement until after the IRGC awarded the gaming licenses.
On March 11, the IRGC announced which applicants would receive gaming licenses. Wild Rose did not receive a gaming license for Ottumwa, but was awarded a license for the development of the Emmetsburg casino. Subsequently, on May 24, Wild Rose sent a letter to Pavone terminating the October 22, 2004 agreement and any future relationship between the parties. The Emmetsburg casino opened at the end of May 2006. At the time of the casino's opening, Wild Rose Entertainment, L.L.C. was the manager of the facilities and Preston was the acting general manager.
On March 31, 2006, Pavone and SMG filed a civil action against Kirke and Wild Rose alleging they breached the October 22, 2004 agreement, as well as numerous other claims. The case proceeded to a jury trial, and after SMG completed its case-in-chief, Kirke and Wild Rose filed a motion for a directed verdict. In ruling on the motion, the district court allowed the breach of contract claims pertaining to paragraphs 3A and 5A of the October agreement to be presented to the jury, but sustained Kirke's and Wild Rose's motion on Pavone's and SMG's remaining claims. After Kirke's and Wild Rose's case-in-chief, they renewed their motion for a directed verdict on the remaining claims, which the court overruled.
On September 6, 2007, the jury returned a verdict finding Wild Rose breached both paragraphs 3A and 5A of the October agreement. The jury awarded Pavone and SMG ten million dollars in damages. Kirke and Wild Rose filed a motion for judgment notwithstanding the verdict or for a new trial. On December 31, the district court overruled this motion.
Kirke and Wild Rose filed a notice of appeal. We transferred the case to the court of appeals. The court of appeals reversed the judgment in favor of Pavone and SMG and remanded the case for entry of judgment in favor of Kirke and Wild Rose. The court of appeals found, as a matter of law, paragraph 3A of the October agreement constituted an unenforceable agreement to agree and that the record was devoid of any evidence that Kirke and Wild Rose breached its contractual duty of good faith negotiations under paragraph 5A of the October agreement. Consequently, the court of appeals concluded the district court erred in overruling Kirke's and Wild Rose's motion for a directed verdict on Pavone's and SMG's paragraphs 3A and 5A breach of contract claims. Pavone and SMG filed an application for further review, which we granted.
Kirke and Wild Rose raise numerous issues on appeal. They are: (1) whether the district court erred in overruling Kirke's and Wild Rose's motion for directed verdict on Pavone's and SMG's paragraph 3A breach of contract claim; (2) whether the statute of frauds precluded testimony the parties orally agreed paragraph 3A of the contract would apply to the Emmetsburg casino; (3) whether the district court erred in overruling Kirke's and Wild Rose's motion for directed verdict on Pavone's and SMG's paragraph 5A breach of contract claim; (4) whether the district court erred in instructing the jury Pavone and SMG could recover expectation damages on its paragraph 5A breach of contract claim, as opposed to reliance damages; (5) whether Pavone's and SMG's claims are barred because the IRGC never approved a management agreement between the parties; (6) whether the district court erred in allowing the jury to award damages for a period of as much as thirty years because the extension of the contract for such a period was speculative; and (7) whether the district court erred in denying Kirke's and Wild Rose's motion for a new trial because the jury's verdict was inconsistent.
Our review is limited to those grounds raised in the moving party's motion for a directed verdict. Royal Indem. Co. v. Factory Mut. Ins. Co., 786 N.W.2d 839, 844 (Iowa 2010). "Error must be raised with some specificity in a directed verdict motion." Id. at 845. Furthermore, "[a] motion for judgment notwithstanding the verdict must stand on grounds raised in the directed verdict motion." Id. Thus, on appeal from such judgment, our review is limited to those grounds raised in the directed verdict motion. Id.
Kirke and Wild Rose failed to raise on appeal any error in the instructions given to the jury on the breach of contract claims. Therefore, right or wrong, the instructions become the law of the case. Northrup v. Miles Homes, Inc., 204 N.W.2d 850, 856 (Iowa 1973).
On our review of the record, we find under the instructions given to the jury, that substantial evidence is contained in the record to support the jury's findings that the October 22, 2004 agreement is a binding management agreement between the parties. A jury could find that the agreement contains all the material terms and that the parties intended to be bound by those terms. The agreement identified the parties as Pavone, SMG, Wild Rose, and Kirke. The purpose of the agreement was for Pavone and SMG to provide management services to Kirke and Wild Rose for the Emmetsburg casino. The agreement specified that Wild Rose would own the casino. The duration of the agreement, through the incorporation by reference of the Ottumwa Gaming Development Agreement, was for an initial term of ten years, which could be extended for three-year terms at the option of Wild Rose for a term of up to thirty years. The agreement specified the duties of the casino manager would be governed by industry standards known to the parties. The agreement set forth the compensation of the manager would be four percent of adjusted gross revenue together with an equity swap and reciprocal buy-sell agreements. Additionally, the agreement contained a clause allowing termination for cause.
Finally, the jury could have found Kirke's and Wild Rose's manifestation of assent for the agreement in the application
It is true that Kirke and Wild Rose presented evidence that this agreement was only an agreement to agree. Kirke and Wild Rose relied heavily on a letter Pavone wrote to the IRGC on May 3, 2005, indicating the parties did not have a management agreement as of May 3, 2005. As did the district court, we do not view this one letter to be dispositive of this issue. We must consider the record as a whole in the light most favorable to the nonmoving party and take into consideration all reasonable inferences that could be fairly made by the jury when determining if substantial evidence supports a verdict. Easton, 751 N.W.2d at 5. We agree with the district court, when it overruled Kirke's and Wild Rose's posttrial motion and stated:
In other words, the jury could have decided from this record that the parties had a binding contract as of October 22; that Kirke and Wild Rose reneged on its contractual obligations and sought to renegotiate the deal; and that when Pavone realized that Kirke and Wild Rose reneged and would not enter into a formal agreement, Pavone informed the IRGC that, as of May 3, the parties did not have an agreement due to Kirke's and Wild Rose's failure to honor the October 22 agreement. As Pavone's letter stated, the application as filed with the IRGC stated that Pavone and SMG were going to manage the Emmetsburg casino and the October 22 agreement was the management agreement the parties agreed to follow. In order to avoid any misrepresentations in the original application, Pavone wrote the May 3 letter to inform the IRGC that Kirke and Wild Rose would no longer abide by the October 22 agreement and that the IRGC should be aware of that change of circumstances. In the context of the record as a whole, the
For these reasons, we affirm the decision of the district court and vacate the decision of the court of appeals on this issue.
On appeal, Kirke and Wild Rose argue the October agreement was for a fixed period of more than one year, bringing it within the statute of frauds. Wild Rose also argues the writings identified by the court were not sufficient to satisfy the statute of frauds.
Iowa's statute of frauds provides:
Iowa Code § 622.32 (2003). "The Iowa statute of frauds does not render oral promises invalid. Rather, the statute is a rule of evidence that renders incompetent oral proof of such promises." Olson v. Nextel Partners, Inc., 317 F.Supp.2d 972, 978 (S.D.Iowa 2004).
Garland v. Branstad, 648 N.W.2d 65, 71 (Iowa 2002) (citations omitted) (quoting Restatement (Second) of Contracts § 130 cmt. a, at 328 (1981)); accord Johnson v. Ward, 265 N.W.2d 746, 747 (Iowa 1978).
First, we must determine whether the statute of frauds applies to this case. Kirke and Wild Rose claim the statute of frauds applies because the October agreement could not possibly be performed within one year. However, they are focused on the wrong agreement. The agreement at issue is the oral agreement to modify the October agreement to apply to the Emmetsburg casino, not the October agreement itself. It is clear that this oral modification agreement was possible of being performed within one year.
Thus, we conclude the oral modification agreement between the parties falls outside the scope of the statute of frauds because it was capable of being performed within one year.
Kirke and Wild Rose did not appeal the instruction. Accordingly, it is the law of the case. Northrup, 204 N.W.2d at 856.
Viewing the evidence in the light most favorable to Pavone and SMG under the instructions given, and taking into consideration all reasonable inferences that could be made by the jury, we conclude there was substantial evidence by which the jury could conclude Wild Rose refused to negotiate in good faith.
In the October agreement, the parties agreed on the following major terms: (1) Wild Rose would enter into an exclusive management agreement with SMG; (2) SMG's management fee would equal four percent of the adjusted gross revenue of the Emmetsburg project; and (3) the period of the management agreement would last until March 31, 2014, and thereafter SMG would have the right to renew the agreement for succeeding three-year-periods, with the last period terminating on March 31 of the 30th year following commencement of operations. The jury could have found the negotiations for the Emmetsburg management agreement wore on for months and every time Pavone and SMG believed they were close to an agreement, Kirke and Wild Rose would raise new objections or demand more concessions.
The jury could also conclude from the evidence that Kirke and Wild Rose were stalling the negotiations while attempting to negotiate a more beneficial management agreement with Preston. This is supported by Pavone's testimony that Kirke asked him, "[W]hy should I pay you 4 percent if I could get somebody to do it for $160,000 a year and 2 percent?"
For these reasons, we affirm the decision of the district court and vacate the decision of the court of appeals on this issue.
Kirke and Wild Rose next argues the district court erred in instructing the jury Pavone and SMG could recover expectation damages on its paragraph 5A breach-of-contract claim, as opposed to reliance damages. The court submitted this case with special interrogatories. The first interrogatory asked the jury to determine if Kirke and Wild Rose breached paragraph 3A of the October 22 agreement. The jury answered yes to this interrogatory. The second interrogatory asked the jury to determine if Kirke and Wild Rose breached paragraph 5A of the October 22 agreement. The jury also answered yes to this interrogatory.
Kirke and Wild Rose did not appeal the right of Pavone and SMG to recover expectation damages for a breach of paragraph 3A. Therefore, the award of expectation damages is proper for a breach of paragraph 3A. Thus, it makes no difference under this record that the jury may have awarded expectation damages for a breach of paragraph 5A because Pavone and SMG were entitled to expectation damages for a breach of paragraph 3A.
Accordingly, we need not reach this issue because any error in the instructions would be harmless.
In its motion for judgment notwithstanding the verdict, Kirke and Wild Rose stated the evidence was insufficient to submit paragraphs 3A and 5A claims because Iowa law requires IRGC approval of any management agreement, and no such approval was ever received. "We review the denial of a motion for judgment notwithstanding the verdict for correction of errors at law." Van Sickle Constr. Co. v. Wachovia Commercial Mortg., Inc., 783 N.W.2d 684, 687 (Iowa 2010). However, it appears we need not reach the merits of this issue because Kirke and Wild Rose have failed to preserve this issue for review.
"A motion for judgment notwithstanding the verdict must stand on grounds raised in the directed verdict motion."
At the close of Pavone's and SMG's case-in-chief, Wild Rose filed a motion for directed verdict. This motion did not raise the issue of the IRGC's approval. Subsequently, at the close of Kirke's and Wild Rose's case-in-chief, they renewed their motion for directed verdict on the same grounds as previously identified. The court overruled the motion.
After the jury returned a verdict in favor of Pavone and SMG, Kirke and Wild Rose filed a motion for judgment notwithstanding the verdict, for the first time raising its IRGC-approval argument. Therefore, because Kirke's and Wild Rose's IRGC-approval argument is not based on grounds raised in its directed verdict motion, Kirke and Wild Rose failed to preserve this issue for appellate review.
Kirke and Wild Rose argue it preserved error on this issue based on its general statement that "no reasonable jury could find that the October agreement was a binding management agreement" in its motion for a directed verdict. Kirke and Wild Rose also claim that the principles underlying the error preservation rules have been satisfied here because the IRGC-approval issue was brought to the attention of the district court and ruled on in the motion for judgment notwithstanding the verdict. However, the statement in Kirke's and Wild Rose's motion for directed verdict is too general to preserve the IRGC-approval issue. See, e.g., Royal Indem. Co., 786 N.W.2d at 845 ("Error must be raised with some specificity in a directed verdict motion.").
Consequently, we refuse to consider the merits of this issue due to Kirke's and Wild Rose's failure to preserve it for appellate review.
"There is a distinction between proof of the fact that damages have been sustained and proof of the amount of those damages." Olson v. Nieman's, Ltd., 579 N.W.2d 299, 309 (Iowa 1998). If the evidence is speculative and uncertain whether damages have been sustained, damages are denied. Id. However, if the uncertainty merely lies in the amount of damages sustained, "`recovery may be had if there is proof of a reasonable basis from which the amount can be inferred or approximated.'" Id. (quoting Orkin Exterminating Co. v. Burnett, 160 N.W.2d 427, 430 (Iowa 1968)). Thus, some speculation on the amount of damages sustained is acceptable; however, overly speculative damages cannot be recovered. Id.
There is a reasonable basis in the record from which the amount of damages awarded by the jury can be inferred or approximated. At trial, there was testimony that, for the first five years of the Emmetsburg casino management agreement between the parties, it was conservatively projected Pavone and SMG would earn $6,597,029 in management fees. This management fee projection was included in the Emmetsburg application to the IRGC. Assuming the casino's revenue remained flat for the next three years, the projected management fees for eight years—the shortest period Kirke and Wild Rose argued for—would total $10,889,108, which is $889,108 more than what the jury awarded Pavone and SMG. Moreover, Pavone testified that at 3.2 percent, Pavone and SMG would have earned approximately $9.7 million in management fees over the initial ten-year term of the management agreement.
We agree with the district court when it held,
Accordingly, we find the court did not error in the manner in which it submitted the damage issue.
Instruction 10 told the jury that it could find Kirke and Wild Rose breached the contract by finding a breach of paragraph 3A and paragraph 5A. The special interrogatories also did not preclude a finding by the jury of a violation of both paragraphs. Kirke and Wild Rose failed to object to the submission of the instructions in this manner. The court clearly instructed the jury that it could find for Pavone and SMG on both claims. The manner in which the court instructed the jury caused the alleged inconsistent verdict and Kirke and Wild Rose should have foreseen the problem. A review of the proposed instructions would have indicated that the alleged inconsistent verdict was not only possible, but probable.
Our rules of civil procedure require
Iowa R. Civ. P. 1.924 (emphasis added). The purpose of the rule is to enable trial counsel to correct any errors in the instructions before the court submits the case to the jury. Briney v. Tri-State Mut. Grain Dealers Fire Ins. Co., 254 Iowa 673, 688, 117 N.W.2d 889, 897 (1962). It would be unfair to approve a trial tactic to allow counsel to implant a ground for a new trial should the jury verdict later prove objectionable.
In light of our doubt, we will still reach the merits of this issue. In the future, counsel should make the appropriate objection when it is clear the instructions invite inconsistent verdicts.
Clinton Physical Therapy Servs., P.C. v. John Deere Health Care, Inc., 714 N.W.2d 603, 609 (Iowa 2006) (citations omitted). Therefore, we will review this issue for corrections of error at law.
Here, the district court submitted a special verdict form to the jury, which asked the following questions:
In response to questions one and two, the jury found Kirke and Wild Rose breached both paragraphs 3A and 5A of the October agreement. In response to question three, the jury awarded Pavone and SMG ten million dollars in damages. In response to question four, the jury answered yes. Accordingly, the district court entered judgment for ten million dollars in favor of Pavone and SMG against Kirke and Wild Rose.
After the return of the verdict, Kirke and Wild Rose filed a motion for a new trial, claiming the jury's answers to questions one and two were inconsistent. The district court overruled this motion, finding the jury's answers could be read in a consistent manner.
Kirke and Wild Rose argue the conflicting theories of breach under paragraphs 3A and 5A of the October agreement are inconsistent with one another, meaning if the jury found a breach under paragraph 3A it could not have logically found a breach under paragraph 5A. Kirke and Wild Rose make this argument claiming that for the jury to find a breach under paragraph 3A it necessarily had to find paragraph 3A constituted a binding management contract for the Emmetsburg casino. Therefore, for the jury to find a breach under paragraph 5A it necessarily had to find Kirke's and Wild Rose's bad faith negotiations prevented the parties from entering into a management agreement for the Emmetsburg casino. Thus, Kirke and Wild Rose argue the jury's special written findings of fact are fatally inconsistent, necessitating a new trial.
In the case of special verdicts, the district court enters judgment based on the jury's special written findings of fact. Clinton Physical Therapy Servs., 714 N.W.2d at 611. The evidence presented at trial must support each of the jury's findings of fact. Id. Furthermore, the jury's findings of fact cannot be internally inconsistent. Id.; accord Bangs v. Pioneer Janitorial
"[A] verdict is not inconsistent if it can be harmonized in a reasonable manner consistent with the jury instructions and the evidence in the case, including fair inferences drawn from the evidence." Id.; accord Hoffman v. Nat'l Med. Enters., Inc., 442 N.W.2d 123, 126-27 (Iowa 1989). This test recognizes the court must consider how the jury could have viewed the evidence and how that view of the evidence fits into the requirements of the instructions, when determining whether two answers are internally inconsistent. Clinton Physical Therapy Servs., 714 N.W.2d at 613 (citing 66 C.J.S. New Trial § 82, at 172 (1998)). In the end, "two answers are not inconsistent if they can be harmonized under the evidence and the instructions." Clinton Physical Therapy Servs., 714 N.W.2d at 613. "When, under this analysis, two answers or findings by the jury would compel the rendition of different judgments, the answers are inconsistent." Id.; accord Hoffman, 442 N.W.2d at 127 ("Only where the verdicts are so logically and legally inconsistent that they cannot be reconciled will they be set aside."). When deciding if a verdict is inconsistent, we liberally construe the jury's verdict to give effect to the jury's intention and harmonize the jury's answers if possible. Hoffman, 442 N.W.2d at 126. We also must determine whether the verdicts can be reconciled in a manner reasonably consistent with the evidence and the jury instructions. Id. at 126-27.
We find the jury's special interrogatory answers can be harmonized in a reasonable manner consistent with the jury instructions and the evidence in the case, including fair inferences drawn from the evidence. The instructions given by the court allowed the jury to find a breach of paragraphs 3A and 5A. The instructions did not make such a finding mutually exclusive.
The jury could have concluded the October 22 agreement was a binding management agreement. The jury could have also concluded that another document had to be executed by the parties to include the nonmaterial terms normally found in an integrated agreement. The jury could have further found that the parties needed to submit the later document to the IRGC. Finally, the jury could have concluded that Kirke and Wild Rose breached paragraph 5A of the agreement by not negotiating a formal final agreement in good faith with Pavone and SMG. As we previously held, the record contained substantial evidence that the October 22 agreement was a binding
Accordingly, the district court was correct for denying Kirke's and Wild Rose's motion for a new trial on this ground.
The district court did not commit any error in the trial of this matter; therefore, we vacate the decision of the court of appeals and affirm the judgment of the district court.
All justices concur except APPEL, WATERMAN, and MANSFIELD, JJ., who take no part.
