## Facts

- Pillsbury and Wells entered a January 1999 contract under which Wells manufactured Häagen-Dazs ice cream for Pillsbury.
- In March 1999, an explosion occurred at Wells’s Iowa manufacturing facility where the product was being made, disrupting performance.
- The contract contained a force-majeure provision excusing delays for listed events including “explosions” and “any other cause that is beyond the reasonable control of the party.”
- In August 1999, Pillsbury entered a transaction forming a joint venture (Ice Cream Partners USA, LLC) and transferring certain Häagen-Dazs assets, including broadly described “causes of action” related to the business.
- In October 1999, Pillsbury notified Wells of an assignment of the production contract but expressly stated the assignment did not waive or release any claims relating to the March 1999 explosion and subsequent events.
- Pillsbury sued Wells for breach of contract and negligence damages arising from the explosion; the case proceeded in Iowa state court after consolidation-related procedural steps.
- Wells moved for summary judgment, arguing (1) Pillsbury had assigned the claims and was not the real party in interest, and (2) the force-majeure clause excused Wells as a matter of law.
- The district court granted summary judgment for Wells on both grounds; Pillsbury appealed.

## Issues

1. Whether summary judgment was proper on the ground that Pillsbury assigned the explosion-related cause of action and therefore was not the real party in interest.
2. Whether the force-majeure clause excused Wells’s performance upon the occurrence of any “explosion,” or only if the explosion was beyond Wells’s reasonable control.

## Decision

- The Iowa Supreme Court reversed and remanded.
- The court held that the record supported competing reasonable interpretations on whether the explosion-related claim was transferred, creating a genuine issue of material fact; summary judgment on real-party-in-interest grounds was improper.
- The court held, as a matter of law, that the force-majeure clause required the triggering event (including an explosion) to be beyond Wells’s reasonable control; the district court erred by treating “explosions” as an automatic excuse.
- Because the record did not establish that the explosion was beyond Wells’s reasonable control as a matter of law, summary judgment based on force majeure was improper.

## Legal Principles

- Summary judgment is inappropriate where transaction documents and related writings allow conflicting reasonable inferences about whether a specific cause of action was assigned; real-party-in-interest status may present a factual question.
- A force-majeure clause listing specific events and including a “beyond the reasonable control of the party” limitation is construed to require that limitation for the listed events, not only for “other” causes.
- Force majeure generally does not excuse performance for events within the party’s reasonable control; whether an event was beyond a party’s control may require fact finding.

## Conclusion

The court reinstated Pillsbury’s action by holding that disputed facts existed on whether Pillsbury retained the explosion-related claim after the joint-venture transaction and that the contract’s force-majeure clause excused performance only for events, including explosions, beyond Wells’s reasonable control.


Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430 (Iowa 2008)