Michael Holmstedt v. Lexington East Unit One Owners Association Board of Directors

IN THE COURT OF APPEALS OF IOWA
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No. 24-0320
Filed February 11, 2026
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Michael Holmstedt,
Plaintiff–Appellant,
v.
Lexington East Unit One Owners Association Board of Directors,
Defendant–Appellee.
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Appeal from the Iowa District Court for Linn County,
The Honorable Christopher L. Bruns, Judge.
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AFFIRMED IN PART AND REVERSED IN PART
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John G. Daufeldt of John C. Wagner Law Offices, P.C., Amana,
attorney for appellant.

Matthew L. Roth and Jacob W. Nelson of Simmons Perrine Moyer
Bergman PLC, Cedar Rapids, attorneys for appellee.
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Considered without oral argument
by Greer, P.J., and Buller and Langholz, JJ.
Opinion by Langholz, J.

1
LANGHOLZ, Judge.

This appeal arises out of a dispute between a homeowner, Michael
Holmstedt, and his condominium-association board, the Lexington East Unit
One Owners Association Board of Directors. In the aftermath of the 2020
derecho, Holmstedt became concerned about the Board’s governance of the
association and eventually sued the Board. Among other claims no longer at
issue on appeal, Holmstedt sought a declaratory judgment that the Board was
required by the association’s bylaws to obtain “an audit of the accounts and
financial records of the Association” for 2018, 2020, and 2022. The Board
moved for summary judgment, arguing that it had already obtained the
required audits and that its decision about how extensive an audit to obtain
was entitled to deference under the bylaws and the business-judgment rule.
The district court agreed with the Board, dismissed Holmstedt’s suit, and
awarded the Board $25,948.28 in attorney fees under a bylaws provision that
it concluded authorizes attorney fees in any suit in which the Board is a party.

Holmstedt now appeals, challenging only the district court’s
summary-judgment ruling on his audit claim and its award of attorney fees.
The court did not err in granting summary judgment. While Holmstedt’s
interpretation of the bylaws’ audit requirement is not unreasonable, he failed
to generate a material factual dispute because the Board’s interpretation is
also reasonable and entitled to deference under the bylaws and the business-
judgment rule. But we agree with Holmstedt’s challenge to the attorney-fees
award. The bylaws provision relied on by the district court—when properly
interpreted in its full context—only authorizes attorney fees when the
association sues for a money judgment on unpaid assessments or other sums
due or to foreclose on its assessment lien. Neither situation exists here. So
we reverse the attorney-fees award based on that bylaws provision.

2
I. Factual Background and Proceedings

On August 10, 2020, a powerful derecho swept across Iowa—
damaging many properties, including Holmstedt’s home and others that are
a part of his condominium association.1 Over the next two and a half years,
Holmstedt became increasingly concerned about the association’s response
to the derecho damage and the Board’s financial governance of the
association more generally. As relevant to the only claim still at issue on
appeal, Holmstedt eventually learned that article XII, paragraph 3, of the
association’s bylaws requires the Board to “procure an audit of the accounts
and financial records of the Association not less than every two (2) years.”
He repeatedly requested copies of the most recent audits and was dissatisfied
with the Board’s responses.

So Holmsted sued the Board seeking many declaratory judgments.
One such claim sought an order “compelling the Board to engage a third-
party to investigate and conduct an audit as mandated by [the bylaws] for the
years of 2018, 2020, and 2022.” The Board moved for summary judgment,
arguing that the claim was moot because the Board had already obtained the
required audits for 2018, 2020, and 2022—as well as additional audits above
what was required for 2019 and 2021. And the Board requested an award of
its attorney fees defending the suit.

In support of its motion, the Board submitted an “Independent
Accountant’s Report on Applying Agreed-Upon Procedures” for each of
those years that the Board had obtained to satisfy the bylaws’ audit
requirement. Each report included similar disclaimers that the accountants

1
See generally NOAA National Weather Service, August 10, 2020, Midwest Derecho:
The Costliest Severe Thunderstorm Event in United States History (Aug. 6, 2021),
https://perma.cc/8RCR-JWM8.

3
“conducted our engagement in accordance with attestation standards
established by the American Institute of Certified Public Accountants” but
“were not engaged to and did not conduct an examination or review
engagement, the objective of which would be the expression of an opinion or
conclusion, respectively on the revenue, expenses, Board minutes, bank
balances and controls over check signing and money transfer.” One version
of the disclaimer used the term “audit,” saying: “We were not engaged to,
and did not perform an audit, the objective of which would be the expression
of an opinion on the financial statement elements, accounts and items and
internal control over financial reporting described above.”

The Board also submitted evidence about why it decided to comply
with the bylaws’ audit requirement in this way. In an affidavit, the Board’s
treasurer said that the Board learned from one of its independent accounting
firms that “[a] narrow scope audit can be advantageous to entities comparable
in size to [the association] because it is first, cheaper, but second, the audit
focuses on certain agreed-upon financial aspects or matters” and that the
firm “performed narrow scope audits for other homeowners’ associations
and entities comparable to” the association. While this was not “an audit that
satisfies the Generally Accepted Auditing Standards,” the Board understood
that “[t]he term ‘audit’ is not defined within our governing documents.” The
treasurer also testified in her deposition that the Board had received legal
advice that the agreed-upon procedures it obtained satisfied the bylaws’ audit
requirement. So the Board decided it would be best to proceed with a “yearly
narrow scope audit” to satisfy its audit requirements under the bylaws. And
the Board argued that all this “warrants application of the business judgment
rule and deference to [the Board’s] decision.”

4
Holmstedt resisted summary judgment. On the audit claim, he mainly
argued that the financial reports relied on by the Board “are not audits.” He
highlighted the disclaimers on each of the documents, his own testimony that
the documents are not audits (Holmstedt is an accountant), and purported
discrepancies between the treasurer’s affidavit and her deposition testimony
as grounds to find a factual dispute about whether the documents are audits.
He did not address the Board’s request for attorney fees.

The court granted summary judgment and dismissed Holmstedt’s
suit, relying on the business-judgment rule. It noted that nothing in the
association’s governing documents “defines ‘audit,’ how an audit must be
performed, or what scope the audit shall take” and that the bylaws expressly
give the Board the power to interpret bylaws provisions. The court reasoned
that the Board exercised this power to decide to obtain a “narrow scope
audit” for each of the years for which Holmstedt sought an order requiring
an audit. And the court concluded that Holmstedt had not “create[d] a
genuine issue of material fact on the question of whether [the Board] was
acting in a reasonably prudent manner and in what it believed to be in the
corporate interest.”

The court also agreed that the Board was entitled to an award of
attorney fees under the final sentence of article VII, paragraph 9, of the
bylaws, which provides: “In the event of suit or foreclosure, the Association
shall be entitled to collect reasonable attorneys fees from the owner.” But the
court did not award attorney fees. Rather, it “establish[ed] a briefing schedule
for submission of the attorney fee issue.” That schedule set a deadline for the
Board to “file an affidavit in support of its attorney fee award, along with
written argument in support of its fee request,” for Holmstedt to respond,
and for the Board to reply before the issue was “resubmitted to the Court.”

5
Holmstedt appealed the summary-judgment ruling. Meanwhile, the
Board filed an application for $25,948.28 in attorney fees based on the bylaws
provision.2 In his timely response to the application, Holmstedt argued that
the provision did not authorize attorney fees for this declaratory judgment
action brought against the Board. He urged the court to interpret that final
sentence of article VII, paragraph 9, in context with the rest of that paragraph
and the article. And under his contextual interpretation, the only “suit” for
which attorney fees are authorized is one by the association to collect unpaid
assessments from an owner.

The court rejected Holmstedt’s argument that the bylaws provision
did not apply, reasoning:
The clause entitling Defendant to attorneys’ fees is not limited to any
particular type of suit, or to only actions involving unpaid dues. The Court
is persuaded by [the Board’s] argument that “suit” can include a lawsuit
for money damages or equitable relief, with [the Board] as a party to the
litigation. [The Board] is entitled to recover attorneys’ fees related to this
suit brought by [Holmstedt].

And so, it granted the Board’s application and ordered Holmstedt to pay
$25,948.28 in attorney fees based on the bylaws provision.

Holmstedt appealed from the order awarding attorney fees too. And
the supreme court consolidated his two appeals into this case. He now
challenges only (1) the district court’s summary-judgment ruling on his
request for a declaratory judgment that the Board was required by the

2
The Board also separately filed an application for $1,153 of its attorney fees for
moving to quash an improper subpoena served by Holmstedt. In the court’s earlier order
quashing that subpoena, the court ruled that “an award of sanctions is appropriate” and
set deadlines for the Board to submit its application for “fees it claims were incurred as a
result of the filing of the Motion to Quash” and for Holmstedt to respond. Holmstedt did
not file any response to this application. And the court granted it, awarding $1,153 in fees.

6
association’s bylaws to obtain “an audit of the accounts and financial records
of the Association” for 2018, 2020, and 2022; and (2) its award of $25,948.28
in attorney fees under the bylaws provision.3

II. Audits of the Association’s Accounts and Financial Records

Holmstedt first argues that the district court erred in granting
summary judgment on his claim that the Board was required under the
association’s bylaws “to engage a third-party to investigate and conduct an
audit . . . for the years of 2018, 2020, and 2022.” According to Holmstedt a
fact dispute remains about whether the financial reviews obtained by the
Board are “an audit of the accounts and financial records of the Association”
as article VII, paragraph 3, of the bylaws requires. Holmstedt did not make
any legal or factual challenge to the district court’s application of the
business-judgment rule in his opening brief—only belatedly addressing that
issue in reply after the Board highlighted his waiver of the issue in its brief.

We review a decision granting summary judgment for correction of
errors at law. See Roberts v. Roberts, 6 N.W.3d 730, 735 (Iowa 2024). Summary
judgment is required when “there is no genuine issue as to any material fact
and that the moving party is entitled to a judgment as a matter of law.” Iowa
R. Civ. P. 1.981(3). To overcome a well-supported motion for summary
judgment, the nonmoving party “must set forth specific facts showing that

3
In his reply brief, Holmstedt argues that he “preserved error on” all the issues in
his declaratory judgment petition. But his problem is waiver—not error preservation.
Holmstedt makes no argument in his briefing as to why the district court erred in granting
summary judgment on any issue except for the one we reach in this opinion. By failing to
make any argument supported by authority on the other issues, he has waived them. See
Soo Line R.R. Co. v. Iowa Dep’t of Transp., 521 N.W.2d 685, 691 (Iowa 1994) (holding that
“random mention” of issue in a brief “without elaboration or supportive authority, is
insufficient to raise the issue” for appellate review); Iowa R. App. P. 6.903(2)(a)(8)(3).

7
there is a genuine issue for trial.” Id. r. 1.981(5). While the summary-
judgment record is viewed “in the light most favorable to the nonmoving
party,” the nonmoving party must “go beyond generalities” and “show what
evidence it has that would convince a trier of fact to accept its version of the
events.” Feeback v. Swift Pork Co., 988 N.W.2d 340, 346–48 (Iowa 2023)
(cleaned up). This requirement “weed[s] out paper cases and defenses in
order to make way for litigation which does have something to it.” Id. at 348
(cleaned up).

The rights and obligations of an incorporated nonprofit condominium
association 4 and its members (the owners of individual units within the
condominium) are set by the association’s bylaws and other governing
documents. See Oberbillig v. W. Grand Towers Condo. Ass’n, 807 N.W.2d 143,
149–50 (Iowa 2011); see also Iowa Code §§ 499B.14–.15, .21 (2020). Those
documents “create a contractual relationship” between a condominium
association and its members. Oberbillig, 807 N.W.2d at 149 (cleaned up). But
that does not mean that a member of the association may run to court anytime
he believes the association or its board has violated the bylaws. A court must
give deference to business decisions of an association’s board when the
business-judgment rule applies. See id. at 155–56. That rule “severely limit[s]
secondguessing of business decisions which have been made by those whom
the corporation has chosen to make them” so long as “the directors act in

4
We use the more common term, “condominium,” but the statutory term in Iowa
is “horizontal property regime.” See, e.g., Iowa Code § 499B.3 (2020). And while the
statute does not require incorporating a nonprofit association to conduct the business and
affairs of the “council of co-owners”—the operative statutory term—it authorizes the
organization of a nonprofit corporation for that purpose. Id. § 499B.2(4). Because a
nonprofit corporation was organized here, we do not consider whether the business-
judgment rules would apply to actions of a condominium’s council of co-owners
conducting its affairs without doing so.

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good faith and in a manner they reasonably believe to be in the best interest
of the corporation.” Id. (cleaned up).

Of course, the business-judgment rule does not “permit directors to
violate an unambiguous bylaw.” Id. at 154. It merely gives “judicial deference
to board action authorized by the Association’s governing documents.” Id.
But when a provision of the bylaws is ambiguous and the bylaws grant the
Board authority to interpret and apply the bylaws, “we will not substitute our
judgment for the interpretation of the Association board if the factual
predicates for the rule are present.” Id. at 156.

Applying these principles, our supreme court held in Oberbillig v. West
Grand Towers Condominium Association that the association board’s
interpretation of an ambiguous bylaws provision—about the board’s
authority to authorize certain expenditures without a vote of all owners—was
entitled to judicial deference under the business-judgment rule. See id. There,
the bylaws gave the board the authority to interpret and apply the bylaws. See
id. at 153. No evidence existed “that any of the Association board members
were self-dealing or had a conflict of interest.” Id. at 156. The board relied on
legal advice about the bylaws’ requirement. Id. And the record “show[ed] the
directors acted in good faith, the decision was reasonably prudent and that
the Board believed the decision to be in the corporate interest.” Id. (cleaned
up). Thus, even though the plaintiffs in that declaratory judgment action had
“a reasonable” interpretation of the ambiguous bylaw provision, the
supreme court deferred to the board’s interpretation and dismissed their suit.
Id. at 150, 156.

So too here. The crux of this dispute is the interpretation of a clause in
article XII, paragraph 3, of the association’s bylaws, providing that the Board
“shall procure an audit of the accounts and financial records of the

9
Association not less than every two (2) years.” No other provision of the
bylaws defines “audit” or gives any contextual clues about the term’s precise
meaning. And while Holmstedt offers one reasonable interpretation, we
cannot say that it is only the reasonable interpretation of the term. See, e.g.,
Audit, Merriam-Webster’s Collegiate Dictionary (10th ed. 1997) (defining its
noun form as “a formal examination of an organization’s or individual’s
accounts or financial situation” or “a methodical examination and review”);
Audit, Black’s Law Dictionary (12th ed. 2025) (“A formal examination of an
individual’s or organization’s accounting records, financial situation, or
compliance with some other set of standards.”). So just as in Oberbillig, this
bylaws provision is ambiguous. See 807 N.W.2d at 153.

And just as there, the bylaws here expressly give the Board the power
and duty “[t]o interpret and apply the provisions of the condominium
documents in matters of dispute between owners or between owners and the
Association, which determination shall be binding on the owners.” So “we
will not substitute our judgment for the interpretation of the [Board] if the
factual predicates for the [business-judgment] rule are present.” Id. at 156.
And again, as in Oberbillig, the undisputed factual record “shows the [Board]
acted in good faith”—the Board acted with the advice of legal counsel and
outside accountants and Holmstedt makes no claim of “self-dealing” or
“conflict of interest.” Id. (cleaned up). It also shows that the Board’s decision
to select a more cost-effective and narrow financial review that it could afford
to perform annually rather than every two years “was reasonably prudent and
that the Board believed the decision to be in the corporate interest.” Id.
(cleaned up). So the district court did not err in applying the business-
judgment rule and deferring to the Board’s interpretation of “audit.”

10
True, this case was decided on summary judgment while Oberbillig
was “tried at law.” Id. at 149. But “construction and interpretation of the
bylaw[s] and declaration of this condominium owners association”—
including whether the term “audit” is ambiguous—“is a matter of law for
the court.” Id. And Holmstedt did not submit evidence generating a factual
dispute over whether the business-judgment rule applies. 5 So the district
court correctly concluded based on undisputed facts in the record that the
business-judgment rule applies. Because the Board’s interpretation of
“audit” is thus entitled to deference, see id. at 156, Holmstedt’s focus on
disputing factually whether the financial reviews obtained by the Board met
his heightened definition of an “audit” is misplaced. That dispute is
immaterial.

The district court correctly granted summary judgment to the Board
and dismissed Holmstedt’s declaratory-judgment claim about the audit
requirement.

III. Attorney Fees

Holmstedt also challenges the district court’s award of attorney fees
to the Board, arguing that the bylaws do not authorize an attorney-fees award
in a suit—like this one—brought by an owner against the Board. Before
reaching the merits, we must consider whether Holmstedt preserved error
by raising this issue before, and obtaining a ruling from, the district court. See

5
What’s more, Holmstedt waived any claim that the district court erred in
applying the business-judgment rule by failing to make that argument in his opening brief.
See State v. Carroll, 767 N.W.2d 638, 644 (Iowa 2009) (“We have repeatedly held we will
not consider issues raised for the first time in a reply brief.”); Iowa R. App.
P. 6.903(2)(a)(8)(3). Even in his reply brief, he fails to point to any evidence generating a
material fact dispute about the Board’s good faith in interpreting the bylaws.

11
Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002) (“It is a fundamental
doctrine of appellate review that issues must ordinarily be both raised and
decided by the district court before we will decide them on appeal.”).

The Board sought an award of its attorney fees based on a bylaws
provision in its motion for summary judgment seeking dismissal of the suit.
Holmstedt resisted the motion but did not include any argument about the
attorney-fees request. And in its order granting summary judgment, the
district court agreed with the Board that it “is entitled to attorney fees in this
matter” and set “a briefing schedule for submission of the attorney fee
issue.” That schedule first directed the Board to “file an affidavit in support
of its attorney fee award, along with written argument in support of its fee
request,” then gave time for Holmstedt “to file any response” and the Board
to reply to that response.

Holmstedt filed a timely response that argued—as he does on
appeal—that the bylaws do not authorize an award of attorney fees here. The
Board replied, engaging with the merits of Holmstedt’s argument and
arguing it was untimely. And in its order awarding fees, the district court
noted that it had already ruled that the bylaws authorize an attorney-fees
award in the summary-judgment order and that Holmstedt did not seek
reconsideration of that order under Iowa Rule of Civil Procedure 1.904, so
Holmstedt’s objection “can be denied as untimely.” Yet the court still
addressed the merits of Holmstedt’s argument, reasoning that “[e]ven if
[Holmstedt’s] objection on the attorneys’ fees issue is considered timely,”
the Board “is entitled to recover attorneys’ fees related to this suit brought
by” Holmstedt.

Holmstedt thus preserved error on his claim that the bylaws do not
authorize an award of attorney fees. He raised that claim to the district court,

12
and the court considered and rejected it in the order awarding attorney fees.
See Meier, 641 N.W.2d at 537. True, the court had also ruled on that issue
without any argument from Holmstedt in the summary-judgment order. But
it did not finally resolve “the attorney fee issue” in that order—it set an
adversarial briefing schedule. And until a final ruling, a court may revisit an
interlocutory ruling to correct legal error. See Iowa Elec. Light & Power Co. v.
Lagle, 430 N.W.2d 393, 396 (Iowa 1988). Holmstedt’s response and the
Board’s reply—invited by the court in the briefing schedule to resolve “the
attorney fee issue”—gave the court a chance to correct his claim of error with
full adversarial briefing. And with the benefit of a reasoned decision by the
district court rejecting Holmstedt’s claim, we proceed to the merits.

“Generally, attorney fees are recoverable only by statute or under a
contract.” Costello v. McFadden, 553 N.W.2d 607, 613 (Iowa 1996). Here, the
Board relies on a provision of the association’s bylaws. And indeed, “bylaws
create a contractual relationship” between a condominium association and
its members. Oberbillig, 807 N.W.2d at 149 (cleaned up). So we must decide
whether the bylaws “contain[] a clear and express provision” authorizing the
attorney fees in this suit. NevadaCare, Inc. v. Dep’t of Hum. Servs., 783
N.W.2d 459, 470 (Iowa 2010); see also Goche v. WMG, L.C., 970 N.W.2d 860,
864 (Iowa 2022) (explaining that “Iowa’s adherence to the American rule”
means that we “require[e] clear and unequivocal language in the statute or
contract”). If the bylaws do contain such a provision, the court must award
“reasonable attorney fees.” NevadaCare, 783 N.W.2d at 470. We review an
award of attorney fees “for an abuse of discretion” but in doing so, “will
correct erroneous applications of the law.” Id. at 469, 472 (reversing fee
award as legal error when contract lacked enforceable fee-shifting provision).

13
As the required clear and unequivocal text authorizing the recovery of
fees, the Board points to article VI, paragraph 9 of the bylaws, which
provides:
The share of all sums assessed payable by an owner but unpaid shall
constitute a lien on the apartment of such owner prior to all other liens,
except tax liens on the apartment in favor of any assessing unit or special
district and all sums payable on a first mortgage of record, which lien may
be foreclosed by the Association in the manner and with the consequence
provided in Section 499B.17 of the 1987 Code of Iowa. In the event of
foreclosure, the owner shall be required to pay a reasonable rental for the
apartment if he remains in possession thereof. The Association may sue
for money judgment for unpaid assessments or sums due without
foreclosing or waiving any lien which it holds. In the event of suit or
foreclosure, the Association shall be entitled to collect reasonable
attorneys fees from the owner.

The Board urges that we need only look at the last sentence of the paragraph:
“In the event of suit or foreclosure, the Association shall be entitled to collect
reasonable attorneys fees from the owner.” And it argues that the district
court correctly interpreted that sentence to apply to this suit by Holmstedt
seeking declaratory judgments about the Board’s duties under the bylaws
because the sentence does not limit the “suit” to which the Board’s
entitlement to collect fees from a property owner applies.

Holmstedt counters that the court erred by interpreting the last
sentence in isolation. He reasons that properly considering its full context,
that sentence authorizes attorney fees not for any suit—but only a suit by the
association against an owner for money judgment for unpaid assessments or
sums due or to foreclose on the association’s lien for unpaid assessments.
And because this is not such a suit, he argues that the bylaws do not authorize
the court’s award of attorney fees. Holmstedt has the better argument.

14
“Perhaps no interpretive fault is more common than the failure to
follow the whole-text canon, which calls on the judicial interpreter to
consider the entire text, in view of its structure and of the physical and logical
relation of its many parts.” Antonin Scalia & Bryan A. Garner, Reading Law:
The Interpretation of Legal Texts 167 (2012). Considering the entire text of the
bylaws, we start by recognizing the sentence authorizing some attorney fees
appears in article VII—one of twelve in the bylaws—titled, “Common
Expenses; Assessments and Collections” (capitalization modified).
Consistent with that title, the first eight paragraphs of the article spell out the
common expenses that the association is responsible for paying and the
procedures for assessing owners their share of those expenses.

Paragraph 9 then covers collections of those assessments. Its first
sentence provides that unpaid assessments become a lien that can be
foreclosed by the association. The second sentence clarifies that an owner is
required to pay rent to the association if remaining in possession even “[i]n
the event of foreclosure.” The third sentence authorizes the association to
“sue for money judgment for unpaid assessments or sums due without
foreclosing or waiving any lien.” And then the final sentence authorizes the
association “to collect reasonable attorney fees from the owner” “[i]n the
event of suit or foreclosure.”

So in context, that final sentence is best read as authorizing attorney
fees only in the two circumstances the other three sentences in paragraph 9
address: the association’s foreclosure of its assessment lien or its suit “for
money judgment for unpaid assessments or sums due.” See PennyMac Loan
Servs., LLC v. Pheasant Trail Seventh Owners Ass’n, No. 23-0017, 2024 WL
260096, at *4 (Iowa Ct. App. Jan. 24, 2024) (interpreting nearly identical
bylaws text to reach the same conclusion). Nothing in the text of the final

15
sentence suggests that it sweeps broader than the rest of the paragraph. Its
conditional clause matches up with those two circumstances—“suit” and
“foreclosure.” Indeed, if that clause were not intended to match up, it would
be redundant to use both terms since foreclosure is merely a specific type of
suit. The sentence also uses the term “the owner” rather than “an owner,”
which suggests that the term refers to a specific owner already identified
rather than any owner that happens to be a party to any suit. And which
owner does that refer to? The first sentence tells us—“an owner” with “sums
assessed payable . . . but unpaid.”

Our interpretation of the final sentence is also consistent with the only
interpretation of the second sentence that would make sense. Both sentences
are structured the same and thus should be interpreted similarly. They both
apply “[i]n the event of foreclosure” without otherwise expressly specifying
the type of foreclosure. They both refer to “the owner” rather than “an
owner” in granting the association rights. And so, just as with the final
sentence, the second sentence is best read as giving the association a right to
rent from an owner remaining in possession only in the event of the specific
foreclosure authorized in this paragraph—the association’s foreclosure of the
unpaid-assessment lien—rather than all foreclosures initiated by anyone. Yet
if we followed the logic of the Board’s proposed interpretation of “suit”
there, the right to rent would apply even if the property were foreclosed by,
and ownership transferred to, a bank holding the owner’s mortgage. That
cannot be correct.

This suit was not brought by the association—it was brought by
Holmstedt, an owner. It neither sought a money judgment for unpaid
assessments or sums due nor foreclosure on a lien for unpaid assessments—
it seeks a declaratory judgment on the Board’s governance duties. And so,

16
the final sentence of article VII, paragraph 9, of the bylaws does not clearly
and unequivocally authorize an award of attorney fees for this suit. See
PennyMac, 2024 WL 260096, at *4 (affirming denial of attorney fees based
on a nearly identical bylaw provision when “[t]he Association ha[d] not sued
for money judgment nor foreclosed on a lien”). The district court erred in
concluding otherwise. We thus reverse the district court’s award of
$25,948.28 in attorney fees based on the bylaws provision. 6

AFFIRMED IN PART AND REVERSED IN PART.

6
The district court made two awards of attorney fees. Only one—an award of
“$25,948.28 in relation to the entry of summary judgment in favor of [the Board] and
dismissal of [Holmstedt’s] claims”—was based on the bylaws. The other award of $1,153
was entered as a discovery sanction under the Iowa Rules of Civil Procedure for the
Board’s fees moving to quash an improper subpoena served by Holmstedt. Holmstedt did
not resist that award in the district court and makes no argument challenging it now on
appeal. Any challenge to that second award is thus not properly before us. So we do not
disturb that award of $1,153 in attorney fees.

17