Stephen Dierickx v. DreamDirt Farm and Ranch Real Estate, LLC d/b/a Dream Dirt Auctions, Tom Radley, Jason Smith, Harry Gatzionis, and Vail Holdings, LLC

IN THE COURT OF APPEALS OF IOWA

No. 24-1163
Filed October 1, 2025

STEPHEN DIERICKX,
Plaintiff-Appellant,

vs.

DREAMDIRT FARM AND RANCH REAL ESTATE, LLC d/b/a DREAM DIRT
AUCTIONS, TOM BRADLEY, JASON SMITH, HARRY GATZIONIS, and VAIL
HOLDINGS, LLC,
Defendants-Appellees.
________________________________________________________________

Appeal from the Iowa District Court for Muscatine County, Stuart P. Werling,

Judge.

A plaintiff appeals the district court’s summary-judgment ruling dismissing

his breach-of-contract, negligent-misrepresentation, fraudulent-misrepresentation,

consumer-fraud, slander-of-title, and quiet-title claims. AFFIRMED.

Nicholas J. Huffmon (argued), Elliott R. McDonald, III, and Patrick L.

Woodward (until withdrawal) of Brooks Law Firm, P.C., Davenport, for appellant.

Joseph M. Borg (argued) and William B. Serangeli of Dickinson, Bradshaw,

Fowler & Hagen, P.C., Des Moines, for appellees DreamDirt Farm and Ranch Real

Estate, LLC d/b/a Dream Dirt Auctions, Tom Bradley, and Jason Smith.

Alexander Barnett (argued), Douglas R. Lindstrom Jr., and Jenny L.

Juehring of Lane & Waterman LLP, Davenport, for appellee Vail Holdings, LLC.
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Robert H. Gallagher and Peter G. Gierut of Gallagher, Millage & Gallagher,

PLC, Bettendorf, for appellee Harry Gatzionis.

Heard at oral argument by Schumacher, P.J., and Badding and

Langholz, JJ.
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LANGHOLZ, Judge.

Stephen Dierickx was the highest bidder on farmland put up for sale in an

online auction conducted by DreamDirt Farm and Ranch Real Estate, LLC. After

the bidding closed, DreamDirt emailed Dierickx congratulating him “on your auction

purchase” and providing “[a]n invoice for the items you won.” But the email also

said that earnest funds of “10%” were “due upon Seller’s acceptance of your bid.”

And it reiterated the terms and conditions also posted on the auction website,

including that the “[s]ellers reserve the right to take up to 4 hours after bidding ends

to accept the final bid” and “[b]eing the high bidder does not form a contract until

the auctioneer announces the property sold and you are notified the seller has

accepted your bid.” About two hours later, DreamDirt emailed again, telling him

that the landowner rejected his offer and made a counteroffer at a higher price. He

rejected the counteroffer. And the land was later sold to Vail Holdings LLC.

Dierickx then sued, asserting a host of claims against DreamDirt, two of its

employees, the landowner, and Vail Holdings and seeking title to the land and

damages. But the district court granted summary judgment and dismissed his

claims. Dierickx appeals. And we affirm.

Many of Dierickx’s claims rest on his theory that he entered a contract to

purchase the land when he bid and received the email informing him that he won

the auction. But applying longstanding contract law to this twenty-first-century

online auction defeats that theory—the undisputed facts showed that no valid

contract was formed because Dierickx’s bid was an offer that was never accepted

by the landowner. And Dierickx’s alternative claims based on fraud fail because

Dierickx points to no false statements on which he relied to his detriment.
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I. Background Facts and Proceedings

The summary-judgment record shows the following undisputed material

facts. Harry Gatzionis hired DreamDirt to sell three parcels of farmland in

Muscatine County through an online auction. The agreement provided that the

land would “sell subject to Seller’s confirmation,” that he “has the right but not the

obligation to sell at the highest bid during the auction,” and that he “will consider

the highest bids and will respond within” two hours of the auction’s close if

observing the auction remotely.

The online auction was held on May 18, 2022. And when the auction

closed, Stephen Dierickx was the highest bidder on one of the three parcels of

land—a 55.16-acre parcel that was adjacent to land Dierickx already owned. His

final bid at about 2:34 p.m. was $7770 per acre—for a total price of $428,593.20.

Two minutes later, DreamDirt sent Dierickx an email that began:

“Congratulations on your auction purchase! An invoice for the items you won in

the 209.75 Acres Farmland, Muscatine County, IA auction is now ready at MY

INVOICE.” The email also provided the invoice details, calculating the “Sale Price”

of $428,593.20 and showing that amount that as the “Invoice Total” and “Balance

Due.” The email continued on, listing a “pickup location” and a closing date of “[n]o

later than 45 days post auction.” But it also said: “Earnest Funds: 10% due upon

Seller’s acceptance of your bid.”

The email then contained a long block of text setting forth the “Terms and

Conditions of this auction.” As relevant here, those terms included:

• “Immediately upon the conclusion of the auction the high bidder(s) will enter
into a real estate purchase agreement which is a legally binding contract
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and deposit with DreamDirt Farm and Ranch Real Estate LLC or other
approved holding account the proper non-refundable earnest deposit.”

• “Buyer agrees to sign all documents immediately using electronic means
and in a reasonable amount of time wire any necessary earnest funds using
bank wire.”

• “All bids are legally binding offers for real estate.”

• “The seller reserves the right to accept or reject any and all bids.”

• “Sellers reserve the right to take up to 4 hours after bidding ends to accept
the final bid.”

• “Being the high bidder does not form a contract until the auctioneer
announces the property sold and you are notified the seller has accepted
your bid.”

The same terms and conditions included in the email were also posted before the

auction on the section of DreamDirt’s website providing details about the sale of

Gatzionis’s farmland.1

A little less than two hours later, one of DreamDirt’s employees called

Dierickx to inform him that Gatzionis had rejected his offer to buy the land for

$428,593.20. But the employee relayed a counteroffer from Gatzionis for

$550,000. Dierickx rejected the counteroffer, informing DreamDirt that he was only

willing to pay what he bid and nothing more.

Vail Holdings also bid in the online auction for two of the three parcels of

farmland, including the 55.16-acre parcel that Dierickx had bid on. It was the high

bidder for the other parcel, and Gatzionis accepted its bid for that parcel.

DreamDirt eventually contacted Vail Holdings to see if it was also interested in

1 The parties dispute whether the website required all bidders in the auction to view

and accept the terms and conditions before making a bid. Because Dierickx
agrees that the terms were posted on the website and that he received them in the
email after the close of bidding, we do not find this dispute to be material.
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buying the 55.16-acre parcel for $550,000. Vail Holdings rejected that offer but

ultimately agreed on a price of $500,000. And in late June 2022, Vail Holdings

closed on the purchase of both parcels of land.

In October 2022, Dierickx sued DreamDirt, two of DreamDirt’s employees

involved in the auction, Gatzionis, and Vail Holdings. First, he claimed that

DreamDirt, its employees, “and/or” Gatzionis breached a contract for the sale of

the land and sought “specific performance of the contract and/or monetary

damages.” He also claimed that the same defendants slandered his title to the

property by “denying or otherwise misrepresenting [his] equitable interest” in the

land. And he brought a quiet-title claim against Vail Holdings seeking an order

establishing his equitable interest in the land “and barring and forever estopping

Vail Holdings from having or claiming any right or title to the premises.”

Dierickx also asserted claims of negligent misrepresentation, fraudulent

misrepresentation, and consumer fraud against DreamDirt, its employees, and

Gatzionis. All three claims rest on the same allegation that the defendants

provided Dierickx “false” information “regarding the auction, the presence or

absence of a reserve price, and the acceptance of the winning bid.”

Vail Holdings moved for summary judgment on the quiet-title claim arguing

that it was a bona fide purchaser of the land without notice of Dierickx’s claim to

an equitable interest in the land and that Dierickx had no valid equitable interest.

DreamDirt and its two employees also moved for summary judgment on the other

claims. Among other arguments to defeat each claim, they argued that Dierickx’s

bid was not accepted, so no contract to purchase the land was formed and his

breach-of-contract and slander-of-title claims necessarily fail. And they argued
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that they made no false statements about the auction or acceptance of Dierickx’s

bid on which he relied to his detriment, foreclosing his negligent-misrepresentation,

fraudulent-misrepresentation, and consumer-fraud claims. Although Gatzionis

appeared through counsel, answered Dierickx’s petition, and asserted a cross-

claim against DreamDirt and its two employees, he did not move for summary

judgment or file any other paper joining in DreamDirt’s motion that addressed all

the claims asserted against him.2

The district court granted both summary-judgment motions and dismissed

all Dierickx’s claims against all the defendants.3 The court first held that because

the undisputed facts showed that Gatzionis rejected Dierickx’s offer within four

hours of the close of the auction, “there was not a valid offer and acceptance” and

“a contract was never formed.” So the court concluded that Dierickx’s breach-of-

contract claim failed. And the court reasoned that without a binding contract for

the land, Dierickx had no equitable interest in the land and his slander-of-title claim

against DreamDirt, its employees, and Gatzionis and his quiet-title claim against

Vail Holdings both failed.

2 In their brief, DreamDirt and its two employees assert their “counsel’s
recollection” that “Gatzionis’[s] counsel took part in the hearing on the motion for
summary judgment” and “explicitly joined in the arguments in favor of summary
judgment on behalf of his client and all of the defendants.” But no transcript of the
summary-judgment hearing is in our record and the parties have not sought to
provide an alternative record of the hearing under Iowa Rule of Appellate
Procedure 6.806. We thus cannot consider this factual assertion from the briefing.
See Iowa R. App. P. 6.801 (defining the record on appeal).
3 The district court did not separately discuss the claims against Gatzionis. But in

its analysis of each claim, it expressly stated that it was dismissing the claim
against each of the defendants, including Gatzionis. And in reasoning that another
pending motion was moot, the court explained “the case is being dismissed.”
8

As for the negligent-misrepresentation, fraudulent-misrepresentation, and

consumer-fraud claims, the court held that the falsity element could not be

established. The court reasoned in part that it was undisputed that Dierickx

received the terms and conditions in the email from DreamDirt, that the auction

was conducted consistent with these terms, and that the email did not say

Gatzionis had accepted Dierickx’s bid. And so, the court held that none of the

defendants falsely represented how the auction would be conducted or that

Gatzionis had accepted Dierickx’s winning bid.

Dierickx did not file a motion to reconsider or enlarge the district court’s

summary-judgment ruling under Iowa Rule of Civil Procedure 1.904(2). Instead,

he filed this appeal.

II. The Contract and Property-Interest-Based Claims

“The public sale of property to the highest bidder by a duly authorized

auctioneer is a form of commercial transaction of great antiquity, and still in

common use.” Kendall v. Boyer, 122 N.W. 941, 941 (Iowa 1909). More than a

century later—although the venue has sometimes moved from the physical world

to the online one—the same holds true. And that long historical tradition provides

much common-law precedent governing this twenty-first-century online auction.

An auctioneer has the right to set the terms for the auction—through “posted

terms or conditions” and any modifications or additions announced orally by the

auctioneer “at the beginning of the sale.” Id. at 941–42. And those terms and

conditions bind bidders and purchasers in the auction whether they are aware of

them or not. See id. at 941 (affirming jury verdict for damages against the high

bidder at a hay auction based on a condition of the auction orally announced by
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the auctioneer “at the beginning of the sale” even though bidder “testified that he

was not present when such condition was announced, and knew nothing of it”).

By default, a bid by a potential purchaser in an auction “is nothing more than

an offer on one side, which is not binding on either side until it is assented to.”

Swortzell v. Martin, 16 Iowa 519, 527 (1864) (cleaned up). Yet “[i]f a bid is made

and accepted by the seller, this constitutes a contract, a valid and binding contract,

and one which can be enforced either by or against the purchaser.” Id. And a bid

is considered to be accepted by the seller upon the auctioneer’s “knocking down

the hammer” if the seller does not first reject the bid or withdraw the property from

sale. Id. (cleaned up). This default auction method is now known as an auction

“with reserve.” Breitbach v. Christenson, 541 N.W.2d 840, 844 (Iowa 1995); cf.

Iowa Code § 554.2328 (2022) (providing in the Uniform Commercial Code—Sales,

which does not apply to real estate, that “[i]n an auction with reserve the auctioneer

may withdraw the goods at any time until the auctioneer announces the completion

of the sale”); see also Marten v. Staab, 543 N.W.2d 436, 443 (Neb. 1996)

(adopting prevailing common-law rule “that ‘all auctions are presumed to be with

reserve’” absent contrary express terms (quoting Cuba v. Hudson & Marshall,

445 S.E.2d 386, 387 (Ga. Ct. App. 1994))); 1 Richard A. Lord, Williston on

Contracts § 4:12 (4th ed. 2009).

But these default rules can be modified by the terms and conditions of a

particular auction. See Kendall, 122 N.W. at 941. For example, the default auction

with reserve may be modified to make the auction “without reserve.” See Marten,

543 N.W.2d at 443. In an auction without reserve—also sometimes called an

absolute auction—the default contracting arrangement is flipped. See id. Placing
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the property up for auction becomes an offer to sell at any price that can be revoked

only if no bid is received within a reasonable time. See id.; cf. Iowa Code

§ 554.2328 (providing—again in the inapplicable UCC—that “[i]n an auction

without reserve, after the auctioneer calls for bids on an article or lot, that article or

lot cannot be withdrawn unless no bid is made within a reasonable time”). This

means that in an auction without reserve, “the property will actually go to the bidder

offering the highest price, and the seller may not nullify this purpose by bidding

himself or through an agent, or by withdrawing the property from sale if he is not

pleased with the bids.” Marten, 543 N.W.2d at 444 (cleaned up).

Conversely, the seller may reserve even greater rights to reject any bids—

even the highest bid at the close of the auction. Many courts have held that when

“the seller explicitly reserves the right to reject or approve, the auctioneer is without

authority to accept for the seller” and so, “the fall of the hammer in such auctions

merely ends the bidding, and no contract is formed until the seller actually accepts

the high bid.”4 Cuba, 445 S.E.2d at 388; see also Young v. Hefton, 173 P.3d 671,

677 (Kan. Ct. App. 2007); East v. Brown, 986 P.2d 523, 525 (Okla. Civ. App. 1999);

Marten, 543 N.W.2d at 444–45; Rosin v. First Bank of Oak Park, 466 N.E.2d 1245,

4 Most courts consider auctions with such a term to be merely a variation of a with-

reserve auction. See, e.g., Cuba, 445 S.E.2d at 388 (considering such an auction
to be with reserve but reasoning “that there is a distinction between auctions which
are merely conducted with reserve and those in which the seller explicitly reserves
the right to approve, confirm or reject the high bid”); Marten, 543 N.W.2d at 443–44
(same). At least one has considered it a third type of auction—distinct from either
with-reserve or without-reserve auctions—called a “conditional” auction. Young,
173 P.3d at 676. This is merely a matter of terminology—not substance. But since
these auctions add an additional reservation of rights for the seller, it seems most
accurate to consider them a subset of with-reserve auctions rather than an entirely
separate type of auction, like without-reserve auctions.
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1249 (Ill. App. Ct. 1984); Eugene Stud & Veneer, Inc. v. State Bd. of Forestry,

469 P.2d 635, 637 (Or. Ct. App. 1970); Cont’l Can Co. v. Com. Waterway Dist.

No. 1, 347 P.2d 887, 888–89 (Wash. 1959); Moore v. Berry, 288 S.W.2d 465, 468

(Tenn. Ct. App. 1955); City of New York v. Union News Co., 118 N.E. 635, 636

(N.Y. 1918). In other words, when this additional reservation of rights is made a

part of the auction’s terms and conditions—unlike the default rule—a seller may

reject the high bid even “after the close of the bidding.” Young, 173 P.3d at 676.

Mindful of this governing Iowa authority and the persuasive common-law

precedents from other jurisdictions, we agree with the district court that the

undisputed facts show that Dierickx’s bid was not accepted by Gatzionis and thus

that no contract to purchase the land was ever formed. To start, we look to the

terms and conditions of this auction to decide whether any of the default common-

law rules were modified. See Kendall, 122 N.W. at 941. The summary-judgment

record shows that these terms and condition are undisputed—they were all written,

posted on the auction website in advance, and emailed again in identical form at

the close of the auction. And no term or condition governing this auction modified

the default rule to turn this into an absolute auction without reserve. Neither the

term “absolute auction” nor “without reserve” appears anywhere. And no term

limits the seller’s default right to withdraw its property from the auction while the

bidding is ongoing.

To the contrary, the seller’s reserved rights are expanded from the default

rules by three of the terms and conditions. First, consistent with the classic text

needed to ensure no contract is formed—even after the close of the auction—until

the seller accepts a bid, one term provides that “[t]he seller reserves the right to
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accept or reject any and all bids.” See, e.g., Cuba, 445 S.E.2d at 388. Second,

another term goes even further by providing that “[s]ellers reserve the right to take

up to 4 hours after bidding ends to accept the final bid.” And third, to remove any

remaining doubt, a term expressly states: “Being the high bidder does not form a

contract until the auctioneer announces the property sold and you are notified the

seller has accepted your bid.” The terms and conditions of this auction thus

mandate—with even more force than the terms and conditions in any of the prior

persuasive cases—that no contract for the sale of the land was formed with

Dierickx when the bidding closed with him as the highest bidder—or ever—unless

Gatzionis accepted Dierickx’s bid.

The evidence in the summary-judgment record is also undisputed that

Gatzionis never accepted Dierickx’s bid. Dierickx argues that the email he

received from DreamDirt after the close of the online bidding was an acceptance

by Gatzionis. But even assuming that an email from DreamDirt—rather than

Gatzionis—could be an acceptance on Gatzionis’s behalf despite his reservation

of that right in the auction’s terms and conditions,5 that email cannot be objectively

read to communicate Gatzionis’s acceptance to Dierickx. See Anderson v.

Douglas & Lomason Co., 540 N.W.2d 277, 285–86 (Iowa 1995) (affirming grant of

summary judgment because no contract was formed, reasoning that the existence

of the required offer and acceptance must be analyzed “objectively” based on

5 But see Marten, 543 N.W.2d at 445 (reasoning that even if auctioneer accepted

the high bid, “his acceptance would not be enough to form a contract for the sale
of the lands” where auction’s terms and conditions reserved right for approval by
probate court); Cont’l Can Co., 347 P.2d at 889 (rejecting argument that
auctioneer’s acceptance of bid was an exercise of the seller’s reservation of rights
on the seller’s behalf).
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“what a normally constituted person would have understood the words to mean,

when used in their actual setting” (cleaned up)).

True, read in isolation, the first lines congratulating Dierickx “on your auction

purchase” and providing “[a]n invoice for the items you won,” could suggest that

the sales contract was formed. So too might the terms included in the email

imposing a duty on the high bidder to “[i]mmediately upon the conclusion of the

auction” enter the contract and deposit the “proper earnest deposit.” But that

reading would conflict with other parts of the email, including its notification that

earnest funds of “10%” were “due upon Seller’s acceptance of your bid,” and its

reiteration of other terms and conditions that the “[s]ellers reserve the right to take

up to 4 hours after bidding ends to accept the final bid” and “[b]eing the high bidder

does not form a contract until the auctioneer announces the property sold and you

are notified the seller has accepted your bid.” And nothing in the email expressly

says that Gatzionis accepted Dierickx’s bid. So at best, perhaps the email was the

necessary announcement by DreamDirt that the property was sold. But it was not

the required notification that “the seller has accepted your bid.” And so, by the

express terms stated in the email and the governing common law, no contract to

buy the land was formed between Dierickx and Gatzionis.

Because Dierickx never entered a contract to buy the land with Gatzionis—

or anyone else—his breach-of-contract claim fails. See Anderson, 540 N.W.2d at

289 (affirming grant of summary judgment on breach-of-contract claim where

summary-judgment record showed that no contract existed). Similarly, without any

contract to purchase the land, Dierickx lacks any equitable interest in the land

based on that nonexistent contract. See H.L. Munn Lumber Co. v. City of Ames,
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176 N.W.2d 813, 816 (Iowa 1970) (discussing equitable-conversion doctrine and

noting requirement “that the contract” for the sale of land “be enforceable”). So his

claim for slander of title based on that alleged equitable interest cannot stand. See

Davitt v. Smart, 449 N.W.2d 378, 379 (Iowa 1989) (including as one of the five

elements of a slander-of-title claim that the plaintiff have “an estate or interest . . .

in the property slandered”). Nor can he succeed on his quiet-title claim against

Vail Holdings seeking to establish that equitable interest. The district court

correctly granted summary judgment dismissing all of these claims.6

III. The Negligent-Misrepresentation and Fraud Claims

Dierickx’s final three claims—negligent misrepresentation, fraudulent

misrepresentation, and consumer fraud—do not depend on his mistaken theory

that he had a binding contract to buy the land. But despite their differing elements,

these claims all still rest on a different common theory: that DreamDirt, its

employees, or Gatzionis made the same two false representations. First, that they

falsely represented the auction was conducted without reserve—meaning that the

6 Dierickx also argues that the district court erred in dismissing his claims against

Gatzionis because—unlike DreamDirt and its two employees—Gatzionis did not
move for summary judgment. While Dierickx mentioned this issue in a footnote of
his summary-judgment resistance without any supporting authority, the district
court did not analyze the issue in its ruling dismissing the claims against all the
defendants, including Gatzionis. And after the district court ruling, Dierickx still did
not bring the overlooked issue to the district court’s attention by filing a 1.904
motion. So Dierickx failed to preserve error on this issue, and we decline to
consider it for the first time on appeal. See Meier v. Senecaut, 641 N.W.2d 532,
537 (Iowa 2002). It matters not that DreamDirt does not contest error preservation
and Gatzionis has chosen not to participate in this appeal because our error-
preservation requirement protects interests beyond those “of the opposing party,”
such as the conservation of limited “judicial resources,” and our rules do not require
an appellee to file a brief. Top of Iowa Coop. v. Sime Farms, Inc., 608 N.W.2d 454,
470 (Iowa 2000); see also Iowa R. App. P. 6.903(3).
15

highest bidder would purchase without the seller reserving the option to reject the

bid. See Marten, 543 N.W.2d at 443. And second, that they falsely told Dierickx

his bid was accepted. We thus focus on whether Dierickx presented any evidence

generating a material factual dispute over whether either false representation was

made. See Bass v. J.C. Penney Co., 880 N.W.2d 751, 764 (Iowa 2016) (affirming

grant of summary judgment on negligent- and fraudulent-misrepresentation claims

where “the undisputed facts reveal that no materially false or deceptive

misrepresentation to support [either claim] occurred”); see also Bagelmann v. First

Nat’l Bank, 823 N.W.2d 18, 30 (Iowa 2012) (setting forth the elements for negligent

misrepresentation, including “suppl[ying] false information for the guidance of

others in their business transactions” (cleaned up)); Lloyd v. Drake Univ., 686

N.W.2d 225, 233 (Iowa 2004) (setting forth the seven elements of fraudulent

misrepresentation, including a “representation” and “falsity” of that representation

(cleaned up)); Iowa Code §§ 714H.3, 714H.5 (authorizing private-consumer-fraud

claim for, among other things and with other required elements, “the

misrepresentation, concealment, suppression, or omission of a material fact”).7

A false representation that the auction was without reserve? Dierickx first

argues that DreamDirt, its employees, and Gatzionis falsely represented that the

auction was without reserve by concealing that Gatzionis reserved the right to

reject the highest bid. But Dierickx does not identify any time that DreamDirt said

7 The consumer fraud statute sweeps in a broader range of conduct beyond just

misrepresentations. See Iowa Code § 714H.3. But in his pleadings and argument
in the district court and on appeal, Dierickx has advanced only the same two false
statements that he relies on for his negligent- and fraudulent-misrepresentation
claims. So we do not consider whether the record could support other theories of
consumer-fraud liability.
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the auction was “absolute” or “without reserve.” Rather, he points to DreamDirt’s

marketing materials, criticizing that they did not say that the auction would be “with

reserve” or refer readers to review the terms and conditions. And he contends that

the auction website failed “to confirm that the bidder knew or consented to the

Terms and Conditions” of the auction. But none of this is a false representation or

omission sufficient to support a claim of negligent misrepresentation, fraudulent

misrepresentation, or consumer fraud.

For starters, Dierickx’s assumption that an auction is presumed to be

without reserve unless the auctioneer says that it is with reserve runs smack into

more than 160 years of Iowa precedent and the prevailing view nationally that the

default rule is the opposite—an auction bid “is nothing more than an offer on one

side, which is not binding on either side until it is assented to.” Swortzell v. Martin,

16 Iowa 519, 527 (1864) (cleaned up); see also Marten, 543 N.W.2d at 443 (“[A]ll

auctions are presumed to be with reserve unless they are expressly stated to be

without reserve.” (cleaned up)). So the absence of an announced change from the

default rule is not a concealment that falsely implies the auction would be without-

reserve—it would imply truthfully that the auction would be with-reserve. What’s

more, at least one of the marketing pamphlets Dierickx submitted into the

summary-judgment record prominently says, under a bold heading “Earnest

Money,” that “10% due upon Seller’s acceptance of your bid,” which only fits a

with-reserve auction since no acceptance by the seller would be needed in a

without-reserve auction.

Perhaps most importantly, Dierickx concedes that the terms and conditions

were posted publicly on the auction website’s listing for the land. Again, those
17

terms leave no doubt that the auction was with-reserve, and Dierickx makes no

attempt to argue that anything in them was false. This is fatal to a claim that

DreamDirt represented anything false about the conduct of the auction. See Bass,

880 N.W.2d at 764 (rejecting negligent- and fraudulent-misrepresentation claims

about company’s shipping and handling charges where website’s disclosures

accurately described the company’s charging practices). And Dierickx’s attempt

to resurrect it by blaming DreamDirt’s website design for not ensuring that he

“knew or consented” to the term is without merit. He fails to explain how the

absence of such functionality is a misrepresentation or cite any authority

supporting tort liability on such a basis. Plus, he again runs into more than a

century of auction precedent holding that it is a bidder’s obligation to make himself

aware of any terms or conditions—even those announced orally when he was not

present. See Kendall, 122 N.W. at 941–42.

Dierickx’s first theory of liability for his negligent-misrepresentation,

fraudulent-misrepresentation, and consumer-fraud claims thus cannot succeed.

A false representation that Dierickx’s bid was accepted? Dierickx

alternatively argues that DreamDirt, its employees, and Gatzionis falsely

represented that Dierickx purchased the land in DreamDirt’s email at the close of

the auction “when in fact through the eyes of [Gatzionis] they were merely identified

as the High Bidder and the sale was subject to [Gatzionis’s] confirmation.” But this

claim of falsity overlooks that the very same email also represented that “[s]ellers

reserve the right to take up to 4 hours after bidding ends to accept the final bid,”

“[b]eing the high bidder does not form a contract until the auctioneer announces

the property sold and you are notified the seller has accepted your bid,” and that
18

Dierickx’s earnest funds were “due upon Seller’s acceptance of your bid.” So read

in context with the rest of the email, the reference to “your auction purchase” could

not be reasonably read to mean anything more than the truthful representation that

he had won the auction as the highest bidder and would need to await Gatzionis’s

decision to accept or reject that bid. The email was not false.

But even if we were to accept Dierickx’s interpretation of the first sentence

as a false statement that he had a binding contract to purchase the land, this theory

of liability still fails for an alternative reason. Dierickx has failed to come forward

with any evidence that he relied on this allegedly false representation to his

detriment in the less than two hours between receiving the email and being told

that Gatzionis rejected his bid. See Gibson v. ITT Hartford Ins. Co.,

621 N.W.2d 388, 400 (Iowa 2001) (affirming judgment notwithstanding the verdict

on fraudulent-misrepresentation claims where record lacked any evidence that

representation was relied on); Bagelmann, 823 N.W.2d at 30 (noting justifiable

reliance is also an element of negligent misrepresentation); Poller v. Okoboji

Classic Cars, LLC, 960 N.W.2d 496, 522–24 (Iowa 2021) (discussing requirement

that consumer fraud cause “ascertainable loss” to the plaintiff to maintain private

action for damages). He argues that the alleged false representation “made him

feel committed to purchasing the property” and “creat[ed] a situation where it was

difficult for Dierickx to walk away” to “increase the price of the property.” But

Dierickx concedes he did not end up paying more for the property—he refused to

do so despite the alleged false representation. And we see no other evidence in

the record that Dierickx took any other actions in reliance on his belief that he

would be the purchaser of the land or suffered any loss because of it. For this
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reason too, the second alleged false statement cannot support Dierickx’s

negligent-misrepresentation, fraudulent-misrepresentation, or consumer-fraud

claims.

Because the undisputed material facts show that DreamDirt, its employees,

and Gatzionis did not make any false statements on which Dierickx relied to his

detriment, Dierickx’s final three claims also fail. And so, the district court did not

err in granting summary judgment and dismissing his negligent-misrepresentation,

fraudulent-misrepresentation, and consumer-fraud claims.

AFFIRMED.