Galtere, Inc. v. Harvest Capital Asset Management, LLC (Illinois)

United States Court of Appeals
For the Eighth Circuit
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No. 24-3572
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Galtere, Inc.
Plaintiff - Appellant
v.
Harvest Capital Asset Management, LLC (Illinois); Harvest Capital Asset
Management, LLC (Iowa)
Defendants - Appellees
Scott Oakes
Defendant
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Appeal from United States District Court
for the Southern District of Iowa - Central
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Submitted: December 17, 2025
Filed: April 1, 2026
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Before GRUENDER, KELLY, and ERICKSON, Circuit Judges.
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GRUENDER, Circuit Judge.
Galtere, Inc. (“Galtere”) appeals two orders granting summary judgment to
Harvest Capital Asset Management, LLC (Illinois) and Harvest Capital Asset
Management, LLC (Iowa) (collectively, “Harvest Capital”) in a contract dispute.
Galtere alleged that Harvest Capital breached an express or implied contract between
the parties and unjustly enriched itself under Iowa law by failing to repay
$802,400.08 in purported loans it received from Galtere as part of a business venture.
The district court1 held that Harvest Capital had no obligation to repay those funds
under the written contract that governed the venture. Accordingly, the district court
granted summary judgment to Harvest Capital on Galtere’s breach of contract,
promissory estoppel, and unjust enrichment claims. We affirm.
I. Background
In 2007, Harvest Capital engaged Galtere, a commodities investment firm, in
discussions over a possible investment in Two Rivers Farms, LLC (“TRF”), a
Delaware company formed by Harvest Capital to purchase a majority stake in a
Brazilian farming operation. Before the parties agreed on an investment structure,
however, Galtere asserts that it agreed to loan Harvest Capital funds to pay expenses
associated with operating the farm on the understanding that Harvest Capital would
repay those funds when the farm became profitable and before any distributions were
made to its owners.
In December 2007, Galtere made its first transfer of funds to Harvest Capital
to cover expenses related to the parties’ venture. Three months later, the parties
executed a one-page, bullet-point agreement entitled “Galtere – Harvest Capital
Transaction Summary” (the “Transaction Summary”). As relevant to this appeal,
the parties agreed to the following:
1 The Honorable Stephanie M. Rose, Chief Judge, United States District
Court for the Southern District of Iowa.

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Galtere and Harvest Capital will create the Galtere Real
Assets Fund [(“GRAF”)], and the [GRAF] Management
Company (“the Management Company”) as the vehicle
for agricultural and timber real estate investments in Brazil
and elsewhere . . .
Galtere will fund an agreed upon [sic] monthly budget for
[GRAF], this funding will be recovered, based on [sic]
agreed upon schedule, when [GRAF] begins to generate
fees [sic] Once [GRAF] is generating fees, all budgetary
expenditures (salary, expenses, etc.) will be paid prior to
distributions to owners . . .2
Galtere agrees to utilize its resources and contacts to
provide funding [sic] $3 million by April 15, 2008, to be
directly or indirectly invested in [TRF]. An additional $3
million by May 15th and $6 million by July 15th for a total
of $12 million will be secured on a best-efforts basis
(including interim loan facilities as well as equity
investments.).
Shortly thereafter, the parties formed GRAF but did not fund it. Instead,
Galtere continued to make transfers to Harvest Capital totaling $802,400 throughout
2008 to cover farm-related expenses. Separately, Galtere, via an affiliate, invested
approximately $15 million in TRF in the form of convertible debt.3 In 2009, GRAF
dissolved, having never received funding, generated fees, or made a distribution to
its owners. Galtere remained invested in TRF, however, and the farming operation
began to turn a profit in 2019. In 2020, Harvest Capital began taking management
fees and paying distributions to TRF’s owners and creditors. Nonetheless, Harvest
Capital never repaid the $802,400 that it received from Galtere.
2 Hereafter, we refer to this provision as the Repayment Provision.
3 The parties agree that this case does not concern Galtere’s convertible debt
investment.

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In June 2023, Galtere sued Harvest Capital in the district court to recover those
funds under Iowa law. Specifically, Galtere alleged that Harvest Capital breached
(1) the Repayment Provision, which states that Galtere’s “funding” for GRAF’s
“monthly budget” would “be recovered” when “[GRAF] begins to generate fees,”
and (2) an oral contract to the same effect. Galtere also claimed it was entitled to
recover the $802,400 on promissory estoppel and unjust enrichment grounds.
Harvest Capital denied Galtere’s allegations and asserted a counterclaim for abuse
of process.4 It then moved for summary judgment on Galtere’s contract claims.
Subsequently, both parties moved for summary judgment on Galtere’s promissory
estoppel and unjust enrichment claims.
Applying Iowa law, the district court granted summary judgment to Harvest
Capital on each of Galtere’s claims. First, the court concluded Galtere had failed to
raise a material dispute over whether the Repayment Provision was triggered
because GRAF never generated fees. Moreover, because there was “nothing
ambiguous” about the Transaction Summary, which “clearly and expressly defined
the structure formed for the investment as [GRAF],” the court rejected Galtere’s
extrinsic evidence suggesting the parties intended that Harvest Capital’s obligations
under the Repayment Provision would take effect when the venture, not merely
GRAF, generated fees. Second, the court rejected Galtere’s oral contract claim on
the basis that Galtere failed to introduce sufficient evidence of such a contract into
the summary judgment record. Lastly, the court held that Iowa law precluded
Galtere’s promissory estoppel and unjust enrichment claims because an express
contract—here, the Transaction Summary—covered the promises and conduct
giving rise to the claims.
Galtere appeals, arguing that the Transaction Summary was not the “final and
complete expression of the [p]arties’ agreement relating to Galtere’s provision of the
[l]oan” to Harvest Capital. Accordingly, Galtere contends that the district court
erred at summary judgment in refusing to consider Galtere’s extrinsic evidence of
4 Harvest Capital’s abuse of process claim is not at issue on appeal.

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Harvest Capital’s intended repayment obligations and in holding that the Transaction
Summary foreclosed Galtere’s promissory estoppel and unjust enrichment claims
under Iowa law.
II. Discussion
We review de novo the district court’s grant of summary judgment to Harvest
Capital, “view[ing] the evidence, as well as the inferences that may be reasonably
drawn from the evidence, in the light most favorable” to Galtere. See Midwest
Oilseeds, Inc. v. Limagrain Genetics Corp., 387 F.3d 705, 710-11 (8th Cir. 2004).
Having done so, we conclude the district court committed no error.
On appeal, Galtere does not dispute that the Transaction Summary, on its face,
fails to support its breach of contract claim. The Repayment Provision conditions
Galtere’s recovery of funds on GRAF’s generation of fees, which Galtere concedes
never occurred. Instead, Galtere argues that the factual record establishes that the
Transaction Summary was not “fully integrated,” meaning the Repayment Provision
was not the “final and complete expression of the [p]arties’ agreement” concerning
Harvest Capital’s obligation to repay Galtere. Therefore, Galtere contends the
district court should have taken account of evidence beyond the Transaction
Summary—namely, prior promises by Harvest Capital to repay Galtere on different
terms—that purportedly raise a genuine dispute as to whether Harvest Capital was
obliged to repay the $802,400. If the Transaction Summary was fully integrated,
Galtere concedes that no genuine dispute of fact exists as to Harvest Capital’s
obligations under it. See Cannon v. Bodensteiner Implement Co., 903 N.W.2d 322,
329 (Iowa 2017) (“[I]n a fully integrated agreement, a party may not use extrinsic
evidence, such as a prior oral agreement, solely to vary, add to, or subtract from the
agreement.” (citation modified)).
“Determining whether an agreement is fully integrated is a question of fact,
to be determined from the totality of the evidence.” See C & J Vantage Leasing Co.
v. Wolfe, 795 N.W.2d 65, 85 (Iowa 2011). Galtere has not offered sufficient factual

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support for the proposition that the Transaction Summary was not the “final and
complete expression of [its] agreement” with Harvest Capital. Galtere points to (1)
deposition testimony by its 30(b)(6) representative that the company did not intend
the Transaction Summary to set forth the final structure of its investment, (2) an
affidavit by its President and Chief Operating Officer stating that Harvest Capital
agreed in 2007 to repay any loans made by Galtere for farm-related expenses “once
the Brazilian farm became profitable “and prior to any distributions” by [TRF] and
Harvest Capital,” and (3) the lack of an integration clause in the Transaction
Summary. Even viewed in the light most favorable to Galtere, this evidence cannot
bear the weight placed on it.
There is significant undisputed evidence indicating the Transaction Summary
was fully integrated. The Transaction Summary was a “handcrafted” agreement
between sophisticated parties, “not a form document using boilerplate language,”
executed after Galtere had begun sending Harvest Capital funds to cover farm-
related expenses. See Cagin v. McFarland Clinic, P.C., 456 F.3d 903, 908 (8th Cir.
2006) (applying Iowa contract law). In that context, the “terms of the alleged oral
agreement” concerning Harvest Capital’s repayment of those funds “reasonably
would be expected to be included in the agreement.” Id. (citation modified).
Moreover, the Transaction Summary also set the terms of Galtere’s equity
investment in TRF, a strong indication that the parties viewed the Transaction
Summary as a “final and complete expression” of the terms of their venture. Galtere
acknowledged as much in its complaint, which alleges that Harvest Capital breached
the Repayment Provision without reference to any extrinsic evidence concerning that
provision’s meaning. Set against these undisputed facts, Galtere’s deposition
testimony and its President’s sworn statement concerning Galtere’s intent prior to
its execution of the Transaction Summary do not raise a material dispute on
integration. The same is true of the Transaction Summary’s lack of an integration
clause. See Cannon, 903 N.W.2d at 329 (holding agreement was fully integrated
despite lacking an integration clause after considering the totality of the evidence).

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Because the district court did not err in finding the Transaction Summary was
fully integrated, it committed no error in granting summary judgment to Harvest
Capital on Galtere’s breach of contract claim. For the same reason, we find no error
in its grant of summary judgment to Harvest Capital on Galtere’s implied contract
theories of unjust enrichment and promissory estoppel. See Chariton Feed & Grain
v. Harder, 369 N.W.2d 777, 791 (Iowa 1985) (“An express contract and an implied
contract cannot coexist with respect to the same subject matter, and the former
supersedes the latter.”); Kunde v. Estate of Bowman, 920 N.W.2d 803, 808-09 (Iowa
2018) (noting plaintiff could not bring a promissory estoppel claim to enforce
promise that is inconsistent with term of a fully integrated contract).
III. Conclusion
Accordingly, we affirm the judgment of the district court.
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