## Facts

- In 1980, Lester L. Quigley, Sr. sold a farm to Donald and Janis Wilson on an installment land contract.
- The Wilsons made payments until 1985, then assigned the contract to Forrest Hatfield.
- Hatfield later returned the farm to the Wilsons after stating he could not continue payments.
- Unable to make an upcoming installment, the Wilsons negotiated with Quigley, Sr. to reduce the contract price and change other terms.
- A written modification dated March 7, 1986 was prepared by Quigley, Sr.’s attorney and recorded; the Wilsons made all payments due under the modified agreement.
- Quigley, Sr. was elderly and in a nursing home; in 1988 he created a voluntary conservatorship naming his children as co-conservators.
- The co-conservators sued for a declaration that the Wilsons were in default under the 1980 contract, disputing the effect of the 1986 modification.
- On the eve of trial, the co-conservators first argued that the 1986 modification was unenforceable for lack of consideration via a trial brief and motion for judgment on the pleadings.
- A jury found Quigley, Sr. mentally competent when he signed the 1986 agreement; the court, sitting in equity, found no fraud or undue influence and enforced the 1986 agreement.

## Issues

1. Whether lack of consideration for the 1986 contract modification was a triable issue when it was not specially pleaded and was raised only immediately before trial.
2. Whether the trial court erred in denying judgment on the pleadings (and related requests to take the issue from the factfinder) based on the unpleaded lack-of-consideration theory.
3. Whether the 1986 modification remained enforceable in light of challenges based on competence, fraud, and undue influence.

## Decision

- The appellate court affirmed judgment for the Wilsons.
- The trial court properly refused to treat lack of consideration as a triable issue because it was not specially pleaded.
- The denial of the motion for partial judgment on the pleadings and refusal to submit lack of consideration to the jury were not error.
- The jury’s finding of competency and the court’s findings rejecting fraud and undue influence were left undisturbed.
- The 1986 modification was enforceable, and the Wilsons’ compliance with it defeated the claimed default under the 1980 contract.

## Legal Principles

- Under Iowa pleading rules, lack of consideration must be specially pleaded to be litigated; raising it for the first time in a late trial filing is insufficient.
- A party cannot obtain judgment as a matter of law on an issue excluded by its own failure to plead the theory in a timely manner.
- When a contract modification is found valid and enforceable, performance consistent with the modified terms precludes declaring default based on superseded original terms.
- Findings of competency and the absence of fraud or undue influence support enforcement of a challenged agreement.

## Conclusion

The court upheld enforcement of a recorded land-contract modification and rejected an attempt to invalidate it through an eleventh-hour lack-of-consideration argument that had not been specially pleaded, leaving intact the determinations that the seller was competent and the agreement was not procured by fraud or undue influence.


Quigley v. Wilson, 474 N.W.2d 277 (Iowa Ct. App. 1991)