WIGGINS, Justice.
We are reviewing the district court's decision holding a lender did not meet its burden to prove a breach of contract on a loan agreement and promissory note, and even if the lender did prove a breach, it did not prove its damages. The lender appealed and we transferred the case to our court of appeals. The court of appeals affirmed the district court's decision, and the lender requested further review, which we granted. On further review, we hold that the record establishes as a matter of law the lender proved the existence of the contract based upon a loan agreement and promissory note. We also find the district court applied the wrong burden of proof to determine a breach and the amount of damages owed, if any, on the loan agreement and promissory note. Accordingly, we vacate that part of the court of appeals decision and reverse that part of the district court's judgment regarding the loan agreement and promissory note. We remand the case to the district court for reconsideration on the existing trial record so that the same district court judge can make findings of fact as to a breach and damages, if any, on the loan agreement and promissory note consistent with this opinion and enter the appropriate judgment. We affirm the court of appeals decision and the district court's judgment on the escrow payment claim because the lender did not appeal the district court's decision regarding the escrow payments.
This case involves a dispute over a loan agreement and promissory note. The lender is Iowa Mortgage Center, L.L.C. (IMC). IMC is a mortgage broker and is not typically in the lending business. The borrowers are Lana Baccam and Phouthone Sylavong, husband and wife.
IMC made multiple loans to Baccam and Sylavong.
IMC disclosed the total amount of interest on the loan to Baccam and Sylavong under a loan payment schedule. They were to pay $52,000 in interest over five years. IMC disbursed the loan proceeds directly to Baccam and Sylavong's creditors at the direction of Baccam.
IMC received forty-two payments against the loan from May 22 to September
On February 15, 2011, IMC filed a petition to collect $41,568.65, the total principal due on the loan agreement and promissory note, from Baccam and Sylavong. IMC also claimed Baccam and Sylavong owed an additional $355.89 for escrow payments IMC made on Baccam and Sylavong's behalf. IMC did not request any interest on the loan itself. The only interest requested by IMC in its petition was interest at the statutory rate from the date of filing the petition. IMC also asked for attorney fees and costs. Baccam and Sylavong answered by denying the material allegations contained in the petition and filed a counterclaim alleging unfair debt collection practices.
The district court held a bench trial on the remaining issues. The trial judge issued a ruling finding IMC did not meet its burden of proof to prevail on the contract claim for monies owed it on the loan agreement and promissory note because it did not show evidence of the terms of the alleged agreement and repayment schedule. Further, the district court determined that even if there was an enforceable contract, IMC failed to meet its burden to prove damages.
IMC appealed the decision. We transferred the case to our court of appeals. The court of appeals affirmed the district court's decision. IMC requested further review, which we granted.
The standard of review for a breach of contract action is for correction of errors at law. NevadaCare, Inc. v. Dep't of Human Servs., 783 N.W.2d 459, 465 (Iowa 2010). If substantial evidence in the record supports a district court's finding of fact, we are bound by its finding. Id. However, a district court's conclusions of law or its application of legal principles do not bind us. Id.
We must decide whether the district court erred as a matter of law when it determined IMC did not meet its burden to prove the existence of an obligation created by the loan agreement and promissory note. If it did, we must then decide whether the district court erred as a matter of law when it determined IMC did not meet its burden of proof as to a breach and damages on the loan agreement and promissory note.
Molo Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224 (Iowa 1998). The first three elements address the existence of a contract. The last two elements address the breach of the contract and the damages caused by the breach.
1. The loan agreement and promissory note. At trial, IMC introduced the loan agreement and promissory note into evidence. During the course of the trial, IMC called Baccam as a witness. Baccam acknowledged she signed the loan agreement and promissory note. At the end of her testimony, the court and counsel had a discussion as to whether IMC had to call Sylavong to acknowledge that he signed the loan agreement and promissory note. The following colloquy occurred between the court and counsel.
(Emphasis added.)
These stipulations are stipulations of fact. A stipulation of fact relieves a party from the inconvenience of proving the facts in the stipulation. Graen's Mens Wear, Inc. v. Stille-Pierce Agency, 329 N.W.2d 295, 300 (Iowa 1983). When construing the parties' stipulation of fact, we attempt to determine and give effect to the parties' intentions. Id. We interpret the stipulation "with reference to its subject matter and in light of the surrounding circumstances and the whole record, including the state of the pleadings and issues involved." Id.
Applying these principles, the stipulation established as a matter of law the parties entered into a contract and the terms and conditions of the contract were contained in the loan agreement and promissory note. Further, the stipulation established as a matter of law IMC advanced $52,000 to Baccam and Sylavong under the terms of the loan agreement and promissory note. The only factual issue left to decide was how much, if anything, Baccam and Sylavong still owed on the loan agreement and promissory note. Thus, we hold as a matter of law IMC proved the existence of a contract, the terms and conditions of the contract, and that it performed all the terms and conditions required under the contract.
2. The unpaid balances for escrow payments made by IMC. At trial IMC contended it advanced certain funds outside the loan agreement and promissory note regarding the escrow payments IMC
In other words, IMC is not appealing the district court's decision regarding the escrow payments IMC made on Baccam and Sylavong's behalf. Accordingly, we affirm that part of the court of appeals decision affirming the district court's judgment denying IMC any damages due to the escrow payments.
When filing a petition on a promissory note, the petition is required to "contain a short and plain statement of the claim showing that the pleader is entitled to relief and a demand for judgment for the type of relief sought." Iowa R. Civ. P. 1.403. In other words, the pleadings of the note holder frame the issues against which the borrower must defend.
The district court did not follow these legal principles concerning actions on promissory notes when it found IMC failed to meet its burden a breach occurred or IMC failed to prove damages. IMC's petition acknowledged Baccam and Sylavong had paid down some of the principal due on the loan agreement and promissory note. At trial, IMC acknowledged it received $15,763 in payments on the loan agreement and promissory note from Baccam and Sylavong, leaving a net balance on the loan principal of $36,237. Thus, the pleadings and evidence introduced by IMC establish IMC's claim Baccam and Sylavong owed $36,237 in principal on the loan agreement and promissory note.
Having found that as a matter of law IMC proved the existence of a contract, the terms and conditions of the contract, and that it performed all the terms and conditions required under the contract, we must vacate the district court's decision and remand the case for reconsideration on the existing trial record by the same district court judge to make findings of facts and conclusions of law on the breach and damages regarding the loan agreement and promissory note. See Boyle v. Alum-Line, Inc., 710 N.W.2d 741, 752 (Iowa 2006). Upon doing so, the district court shall apply the proper burden of proof as to the parties' claims and enter the appropriate judgment.
Under this record, the only factual issue for the district court to decide is whether Baccam and Sylavong met their burden of proof that they made additional payments on the loan agreement and promissory note. If they did not carry their burden, the court shall enter judgment in favor of IMC for $36,237. If the court finds Baccam and Sylavong met their burden by proving they made additional payments, the court shall deduct the amount of additional payments found by the court from the $36,237 and enter judgment for that amount.
We hold as a matter of law a contract existed in the form of a loan agreement and promissory note between the lender, IMC, and the borrowers, Baccam and Sylavong. We hold as a matter of law IMC performed its obligation under the loan agreement and promissory note. We also hold the district court applied the wrong legal analysis for an action on a promissory note concerning breach and damages; therefore, it committed reversible error. Accordingly, we vacate that part of the court of appeals decision and reverse that part of the district court's judgment regarding the loan agreement and promissory note. We remand the case to the district court for reconsideration on the existing trial record so that the same district court judge can make findings of fact as to the breach and damages, if any, on the loan agreement and promissory note consistent with this opinion and enter the appropriate judgment. If the district court finds IMC is entitled to a judgment, it shall also consider IMC's request for attorney fees. We affirm the court of appeals decision and the district court's judgment on the escrow payment claim because IMC did not appeal the district court's decision regarding the escrow payments.
All justices concur except APPEL, J., who takes no part.