Qube Hotel IA, LLC, Dharmendra Amin and Dina Patel v. Lotus Hotel Group, LLC and Chetan Patel

IN THE COURT OF APPEALS OF IOWA

No. 24-1844
Filed October 29, 2025

QUBE HOTEL IA, LLC, DHARMENDRA AMIN and DINA PATEL,
Plaintiffs-Appellees/Cross-Appellants,

vs.

LOTUS HOTEL GROUP, LLC, and CHETAN PATEL,
Defendants-Appellants/Cross-Appellees.
________________________________________________________________

Appeal from the Iowa District Court for Polk County, Coleman McAllister,

Judge.

Defendants appeal a bench trial ruling finding them liable for unjust

enrichment and the damage calculation. Plaintiffs cross-appeal a finding there

was no breach of contract and the unjust enrichment damage calculation.

AFFIRMED ON APPEAL AND CROSS APPEAL.

Abbey C. Furlong (argued) and Maegan M. Gorham of Lane & Waterman

LLP, Davenport, for appellants/cross-appellees.

Matthew G. Sease (argued) of Sease & Wadding, Des Moines, for

appellees/cross-appellants.

Heard at oral arguments by Chicchelly, P.J., and Buller and Langholz, JJ.
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BULLER, Judge.

Lotus Hotel Group, LLC (Lotus) and Chetan Patel (Chetan) appeal a finding

of unjust enrichment following a bench trial. They argue an entity not party to this

lawsuit—Shree Hotel Group, LLC (Shree)—was enriched by Dharmendra Amin

(Dharm) and Dina Patel (Dina)’s management services. In the alternative, they

argue the court erred in reaching its damage calculation. Qube Hotel IA, LLC

(QHI), Dharm, and Dina cross-appeal the district court’s finding of no breach of

contract. They too argue the court erred in its unjust enrichment damage

calculation. Because we find substantial evidence supports the district court’s

ruling in all respects, and those findings are supported by detailed credibility

determinations, we affirm on the appeal and cross-appeal.

I. Standard of Review

The parties suggest the breach-of-contract and unjust-enrichment claims

have different standards of review. However, “our review of a decision by the

district court following a bench trial depends upon the manner in which the case

was tried to the court,” not necessarily the nature of the claim. Carroll Airport

Comm’n v. Danner, 927 N.W.2d 635, 642 (Iowa 2019) (citation omitted). Because

the case was tried at law, our review is for correction of errors at law. Id. “The

district court’s findings of fact are binding on us if they are supported by substantial

evidence.” Dolly Invs., LLC v. MMG Sioux City, LLC, 984 N.W.2d 168, 173 (Iowa

2023) (cleaned up). “[B]ecause the district court had the opportunity to assess the

credibility of the witnesses, we do give deference to those findings.” State v.

Bower, 725 N.W.2d 435, 440 (Iowa 2006) (citation omitted).
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II. Background Facts and Proceedings

Our factual recitation is colored by the district court’s understandable

conclusion all of the litigants “each lacked credibility for different reasons.” The

court found some explanations “misleading at best,” observed some actions by

each side to be deceptive, and noted neither side was able to provide documentary

support for their wildly diverging claims. For these reasons, our review is guided

by the credibility findings from which the district court teased out facts from the

record.

Dina and Dharm are married United Kingdom citizens. Both are educated

professionals and enjoyed successful careers. Dina has a legal degree and

worked as a regional manager for a prominent petroleum company. Dharm has a

degree in electronic computer systems, and he worked as a chartered accountant

in the U.K. for five years and as an investment banker for seventeen years. As

U.K. citizens, they had visitor visas to travel to—but not work in—the United States.

Chetan has an ownership interest in approximately twenty business

entities, nine of which are hotel-related. One of his ventures is Lotus, which owns

a hotel in Polk City, Iowa; Lotus services the hotel’s mortgage and property taxes.

The hotel abuts a golf course and has forty-four rooms, with one converted to a

live-in manager suite. In 2018, Shree was the hotel’s operating company,

managing the hotel’s day-to-day revenue and expenses.

After Dina and Dharm’s daughter married an American, the couple started

looking for investment opportunities that would allow them to spend time near their

daughter’s family. In summer 2018, they learned that the Polk City hotel—by then

named Qube Hotel—was for sale. While on visitor visas, they traveled to the hotel
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in August and stayed three nights to evaluate its business potential. Dina and

Dharm learned Chetan had only recently purchased the property and planned for

his brother-in-law’s family to run it. But that fell through when their visas were

denied, leaving Chetan without managing staff. Following their first visit, Dina and

Dharm expressed continued interest in the property. The parties disagree on

whether the premise of their ongoing negotiations was to purchase the hotel or

merely an ownership interest in Shree, but the district court found that the parties

had verbally agreed Dina and Dharm would purchase the hotel for $1.45 million.

Regardless, Dina and Dharm moved into the hotel in September and stayed

through October. During that time, they shadowed Chetan’s relatives and learned

how to manage the hotel. They did not pay for lodging during this time. And at

this point, they had not finalized any agreement regarding the hotel in writing.

In October, Dharm created a draft purchase agreement for the hotel based

on a template provided by Chetan. Dina and Dharm also created an Iowa limited

liability company, QHI, to operate the hotel and finalize the transaction with

Chetan. In November, the couple returned to the U.K. to apply for nonimmigrant

E-2 work visas, which require capital investment in a profitable enterprise in the

United States while creating jobs in the United States. In their visa applications,

Dina and Dharm claimed QHI purchased Qube Hotel for $1.45 million with a

$100,000 deposit paid to Lotus and the rest covered with a financing agreement.

Attached to the visa application was a signed purchase agreement dated

October 10 between QHI and Lotus. Also included was a seller financing

addendum, providing that Lotus would finance the remaining $1.35 million balance
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for QHI, and it would pay Lotus $5,600 a month for 180 months. The application

also included two checks representing the $50,000 payments to be made to Lotus.

But the documents attached to the visa applications were not what they

seemed. The checks were never cashed. All the signatures on the submitted

2018 contract were signed by Dharm, though he claimed Chetan provided verbal

authorization to sign. For his part, Chetan testified he never had any knowledge

of the signed purchase agreement. Yet the couple sent the visa documents to

Chetan and his attorney (at Chetan’s behest) while they were in the process of

submitting them. And it remained disputed at trial whether a seller financing

agreement was ever reached.

In January of 2019, because of their represented purchase of the Qube

Hotel, both Dina and Dharm received their E-2 visas, which only permitted

employment by QHI. They started managing the hotel’s daily operations in

February. An April 2 promissory note was apparently drafted between QHI and

Lotus for the purchase of the hotel, crediting QHI $120,000 a year toward the

purchase for management services, another $100,000 for an outstanding invoice,

and $50,000 for management services rendered between September 2018 and

March 2019. But again, this promissory note was signed for Chetan by Dharm and

its validity was disputed.

These sorts of contracts and negotiations continued for the next two years.

Chetan claimed Dina and Dharm agreed to buy into Shree with sweat equity—

receiving ownership as their management services fee. But the parties also

worked together, including applying for government funds for Lotus and Shree to

cover payroll during COVID. In summer 2021, the parties’ negotiating efforts
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intensified—seemingly due a visa issue—but no written agreement was reached.

On July 31, Lotus took over operations of Qube Hotel and locked Dharm and Dina

out of operations. In the end, it was undisputed that Dharm and Dina ran the hotel

from February 2019 through July 2021, and the record contains no evidence that

any entity paid them wages for their work.

In August of 2021, QHI brought suit against Lotus for breach of contract

based on the alleged October 2018 contract. The petition was amended a couple

months later to add Dharm and Dina as plaintiffs and Chetan as a defendant, along

with additional claims for wages, unjust enrichment, and fraud. Chetan and Lotus

counterclaimed seeking declaratory judgment that any purchase or sales

agreements were void and unenforceable, alleging conversion of a vehicle used

by the hotel, and claiming fraud by forgery of Chetan’s signature.1

The matter eventually was tried in spring 2024, and the court heard three

days of testimony including from Dharm, Dina, and Chetan. After trial, the court

found QHI, Dharm, and Dina failed to prove there was an enforceable contract,

dismissing their claim for breach. Similarly, the court found they failed to prove

their fraud claims because no formal contract was signed based on false

representations; for the same reason, the court denied a fraud claim by Lotus and

Chetan. The court also found that Dharm and Dina were not paid by any entity for

any management services they provided but, because their visas only permitted

QHI to pay them, the court dismissed the employee wage claims against Lotus

and Chetan. While Dharm and Dina had no claim for wages, the court found

1 Other claims alleged by each party were voluntarily dismissed before trial.
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Chetan “essentially conceded that Plaintiffs have a valid unjust enrichment claim.”

The court concluded Chetan and Lotus had equally benefited and received a

windfall from QHI, Dharm, and Dina’s services without paying for them. The court

calculated a reasonable value for their services, offset with the value of housing

and the vehicle allegedly converted, to conclude they were owed $176,958.36 plus

interest.

Lotus and Chetan appeal; QHI, Dharm, and Dina cross-appeal.

III. Discussion

Lotus and Chetan challenge the district court’s finding of unjust enrichment,

the court’s dismissal of their conversion claim, and the court’s damages calculation

as too high. QHI, Dharm, and Dina challenge the court’s finding of no breach of

contract and the damages calculation as too low. We consider each.

A. Breach of Contract

To succeed on a breach-of-contract claim, a plaintiff must prove

(1) the existence of a contract; (2) the terms and conditions of the
contract; (3) that it has performed all the terms and conditions
required under the contract; (4) the defendant’s breach of the
contract in some particular way; and (5) that plaintiff has suffered
damages as a result of the breach.

Iowa Mortg. Ctr., L.L.C. v. Baccam, 841 N.W. 2d 107, 111 (Iowa 2013) (citation

omitted). Dharm, Dina, and QHI argue the court erred in finding that there wasn’t

agreement on the terms and conditions of the October 2018 contract. They

maintain that the October 2018 contract was binding because Chetan either

verbally gave Dharm authority to sign for him or Chetan’s subsequent actions

ratified the contract. Like the district court, we are unconvinced by either argument.
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Dharm, Dina, and QHI point to Dharm and Dina’s testimony and instances

where Chetan authorized Dharm to sign on his behalf for support. But the district

court “did not find either Dina or Dharm to be credible sources on whether the

parties had entered into a contract.” The court arrived at that conclusion after

recounting evidence that diminished their credibility:

• The couple “took possession of a vehicle that they clearly had little, if
any, legitimate claim to.” And “they offer no explanation as to why they
would not, at a minimum, be responsible for repaying the downpayment
for the vehicle which was made by Chetan, and which was in excess of
$18,000.”

• Dina and Dharm’s assertions in their visa application about buying the
Qube hotel “were misleading at best.” The couple “omitted that they
signed Chetan’s name to the purchase agreement, and finance
agreement, and . . . that the two checks they wrote which they included
in their application were never cashed.”

• They claimed to have spent $160,000 on bar renovations for the hotel.
However, “no receipts, invoices, bills, or proof of any kind to support their
claim” were submitted in the nearly three years the litigation was
pending.

• Separately, the couple claimed another $100,000 in reimbursement for
hotel furnishings. But they provided no description, itemization, or even
photos of any furnishings. The court further found the lack of photo
evidence “jarring given that Dina testified the property was still at the
hotel and [the couple] spent three or four months staying at the hotel
following the filing of this lawsuit. In fact, [they] were even at the hotel
on the eve of trial.”

As for instances where Chetan authorized Dharm to sign on his behalf, we believe

receiving verbal authority to sign vendor contracts and biannual reports in the

course of regular conduct as another’s agent is rather different from signing a

$1.45 million contract at arm’s length. And we see no basis on which we would

set aside the district court’ detailed credibility findings.
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Turning to ratification, Dharm, Dina, and QHI assert Chetan acquiesced to

the contract. They argue that Lotus and Chetan had actual knowledge of the

contract and freely accepted almost thirty months of management services and

thereby ratified the agreement. In support, Dharm, Dina, and QHI cite

GreatAmerica Financial Servics Corp. v. Natalya Rodionova Medical Care, P.C.,

956 N.W.2d 148 (Iowa 2021). While we are skeptical of applying contract

ratification under these facts as a general proposition, we don’t need to—our

caselaw makes it clear that ratification is generally a “question [that] should be

submitted to the fact finder.” GreatAmerica Fin. Srvs. Corp., 956 N.W.2d at 155.

And, on this issue, the district court made several important findings: “[W]hatever

the parties’ original understanding or verbal agreement . . . evolved over time. . . .

[T]he only logical conclusion is that the parties’ negotiations never really ended

and there was no clear meeting of the minds on the terms of the contract.” This

conclusion is supported by substantial evidence. Both parties continued to

negotiate and make proposals throughout the nearly three years they worked

together, without ever referring to a valid, enforceable contract already in place or

providing documentary proof of any fixed contract terms. We affirm on this issue.

B. Unjust Enrichment

Both parties challenge portions of the district court’s ruling as to unjust

enrichment. Unjust enrichment requires a plaintiff to show “(1) enrichment of the

defendant, (2) at the expense of the plaintiff, (3) under circumstances that make it

unjust for the defendant to retain the benefit.” Livingood v. City of Des Moines,

991 N.W.2d 733, 749 (Iowa 2023) (citation omitted). We consider whether

substantial evidence supports each finding separately.
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1. Third-party enrichment

Lotus and Chetan argue that the district court erred in not finding that

Shree—which was not party to this suit—was the only entity enriched by Dina,

Dharm, and QHI. However, Dina, Dharm, and QHI dispute whether this argument

is properly preserved for appellate review. Lotus and Chetan didn’t explicitly make

this argument until their post-trial brief. As we understand it, Lotus argues

(perhaps) that it paid Shree for management services—possibly including those

performed by QHI, Dharm, and Dina—and Shree should be the party liable for

unjust enrichment. Lotus and Chetan had years in which they could have pled in

Shree as the party receiving the services performed by QHI, Dharm, and Dina and

paid for by Lotus. But Lotus and Chetan did not name Shree as indispensable to

be pled in at any time before trial, and they did not file a cross-petition against

Shree as “liable for all or part of the plaintiff’s claim.” See Iowa Rs. Civ. P. 1.234(3),

1.246(2).

Following a bench trial, any “party, on appeal, may challenge the sufficiency

of the evidence to sustain any finding without having objected to it by motion or

otherwise.” Iowa R. Civ. P. 1.904. But “[e]rror preservation requires a final ruling

on a specific motion or request.” Halbur v. Larson, 14 N.W. 3d 363, 373

(Iowa 2024). The district court did not explicitly rule on whether Shree was an

enriched party. And at oral argument before our court, counsel for Lotus and

Chetan was unable to identify any express or explicit ruling on this issue—instead

suggesting the court must have impliedly done so. We cannot identify any ruling

below on this third-party question. And Lotus and Chetan did not move for the
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court to enlarge or amend its findings on the question of Shree’s liability. As a

result, they failed to preserve error, and we have no ruling on this issue to review.

2. Lotus Hotel Group, LLC

Lotus and Chetan also argue that Lotus is merely a real estate holding

company and Shree was the management company responsible for the hotel’s

day-to-day operations. They claim the district court erred by finding Dina, Dharm,

and QHI proved unjust enrichment because Shree—not Lotus—was enriched

since it was responsible for providing the hotel’s daily operations. We, like the

district court, find this unconvincing.

It is undisputed that the parties’ relationship began with the understanding

that Dina and Dharm would purchase the hotel. The parties diverge on whether

the deal moved from an outright purchase into a sale of a minority interest. The

district court found Chetan wholly uncredible and his testimony on an alternative

partnership sale unsupported by any “contracts, memorandums of understanding,

or other documents . . . prepared or signed by the parties. . . .” While the parties

never finalized contract terms, there is substantial evidence to support the district

court’s finding that Lotus was enriched by QHI’s management services for nearly

thirty months.

3. Chetan

Lotus and Chetan argue that the district court erred in finding Chetan

personally liable for unjust enrichment. The district court found Chetan “tr[ied] to

pay Dina and Dharm for their work, and through his admission in his trial testimony

that he owes Plaintiffs money . . . essentially conceded that Plaintiffs have a valid

unjust enrichment claim.” They counter that Chetan’s actions and admission were
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only in connection with his role as an agent of Shree and additionally that Chetan,

as a member of Lotus, is shielded from any personal liability to QHI under Iowa

Code sections 489.104 and 489.304(1) (2021). Because of Chetan’s blasé

attitude in conducting business, we find it unnecessary to reach the issue of

corporate liability shielding.

Throughout the record, Chetan regularly sent emails and text messages to

Dina and Dharm through a single email and doesn’t denote which role—member

of Lotus, “internal” member of Shree, or just as Chetan—he is carrying out at any

given time. Furthermore, as the district court found, “[i]t seems more likely that

Chetan simply, on his own, concocted and assigned ownership interests in [Shree]

as he saw fit, to serve whatever financial or tax need he had at the time he made

each wildly divergent representation.” Given Chetan’s extraordinary corporate

informality, and the resulting lack of corporate attribution to his misleading and

manipulative behavior with the never-ending contract negotiations with Dharm and

Dina, we find there is substantial evidence to support the district court’s finding that

Chetan conceded to the unjust enrichment.

C. Damage Calculation

Both parties contest the district court’s unjust enrichment calculation. The

court valued Dharm and Dina’s joint monthly contributions for hotel management

and bookkeeping at $8833.33 per month. Lotus and Chetan argue that Dharm did

not provide bookkeeping services beyond ordinary management services. Dina,

Dharm, and QHI argue the court erred in its enrichment calculation, and that the

offsets for lodging and the car should not have been included. We take each

challenge in turn.
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1. Bookkeeping

Lotus and Chetan argue that Dharm’s services encompassed only general

management services and did not require further compensation for bookkeeping

in the amount found by the district court—$46,000 per year. They point to Lotus’s

retention of an accountant and emphasize that Dharm would provide summarized

payroll data to the accountant. But bookkeeping and accounting are two different

services. And the $46,000 figure reached by the court was provided by Lotus and

Chetan’s own expert witness. Furthermore, the court noted its chosen joint

valuation of services was approximately the same as what Chetan attempted to

claim in employee services for the federal Paycheck Protection Program loan,

where he claimed Dharm and Dina should each be paid $4500 per month (for a

joint total of $9000). There is substantial record evidence to support the court’s

valuation of Dharm and Dina’s services.

2. Damage Calculation

Dina, Dharm, and QHI argue the district court erred in crediting Lotus and

Chetan’s expert on the damage calculation. They point out that the hotel’s

previous owner reported more than $160,000 a year in management and

operational costs. But the court found Lotus and Chetan’s expert testimony more

convincing because it accounted for the seasonal nature of the hotel due to its

connection with a golf course. The district court’s conclusion was supported by

substantial evidence, and we decline to tinker with damages.

3. Lodging and the Car

As to Dina, Dharm, and QHI’s challenge of the lodging offset, they argue

that lodging was never a part of their business negotiations and was already
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factored into the $120,000 salary. The court noted that the lodging was

nonetheless a benefit they enjoyed. It further noted that both experts valued the

lodging at $13,400 per year.

As for the car offset, Dina, Dharm, and QHI argue that Lotus and Chetan

have no greater interest than them in the car, and that Shree is the only entity with

a greater right to possess. The court found that Chetan provided a personal

vehicle to Shree for hospitality purposes. The district court also noted that the

down payment for the vehicle was paid for by Chetan.

On our review, we find there is substantial evidence to support the district

court’s offsets for both items, and we affirm.

IV. Conclusion

Given the wildly disparate tales told by the parties, we agree with the district

court the only proven claim was for unjust enrichment. Finding the court’s

calculations on that claim within the range of evidence, we affirm.

AFFIRMED ON APPEAL AND CROSS-APPEAL.