                 IN THE SUPREME COURT OF IOWA
                                  No. 19–0491

           Submitted December 15, 2020—Filed March 12, 2021


GREATAMERICA FINANCIAL SERVICES CORPORATION,

        Appellee,

vs.

NATALYA RODIONOVA MEDICAL CARE, P.C.,

        Appellant.


        On review from the Iowa Court of Appeals.


        Appeal from the Iowa District Court for Linn County, Lars G.
Anderson, Judge.


        Appellee seeks further review of court of appeals decision vacating
the district court’s grant of summary judgment on the issue that Appellant
ratified a contract with Appellee and therefore is subject to all provisions
of the contract.      DECISION OF COURT OF APPEALS VACATED;
DISTRICT COURT JUDGMENT AFFIRMED.


        Appel, J., delivered the opinion of the court, in which all justices
join.


        Larry J. Thorson of Ackley, Kopecky & Kingery, L.L.P., Cedar Rapids,
for appellant.


        Randall D. Armentrout and Leslie C. Behaunek of Nyemaster Goode,
P.C., Des Moines, for appellee.
                                    2

APPEL, Justice.

      In this case, we consider whether receipt and installation of certain

equipment subject to a finance agreement and payment of several

installments over a seven-month period pursuant to the finance agreement

amounts to ratification of the underlying contract, even though the lessee

alleged that the signature on the financing agreement was fraudulently

procured by a third-party seller of equipment.      The finance company

moved for and obtained summary judgment. The lessee appealed.

      We transferred the case to the court of appeals.       The court of

appeals, over a dissent, determined that summary judgment was

improperly granted because of disputed issues of material fact related to

acceptance of the goods, ratification, and rejection of the goods. As a

result, the court of appeals reversed the district court and remanded the

case for further proceedings

      For the reasons expressed below, we vacate the decision of the court

of appeals and affirm the ruling of the district court granting summary

judgment.

      I. Factual and Procedural History.

      A. Introduction.     Defendant professional corporation Natalya
Rodionova Medical Care (NRMC) provides medical services in New York,

New York. NRMC’s sole shareholder is Dr. Natalya Rodionova. NRMC and

a New York corporation, New York Digital Products, Inc. (NYDP), engaged

in discussions regarding the provision of two Kyocera copiers and a

Grandstream telephone system. On October 23, 2017, NRMC allegedly

entered a financing agreement with an Iowa corporation, GreatAmerica

Financial Services Corporation (GreatAmerica), for the leasing of telephone

and copier products that would be supplied by NYDP.         The financing
                                     3

agreement contained a “hell or high water” provision. The hell or high

water provision stated:

              NET AGREEMENT.      THIS AGREEMENT IS NON-
         CANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU
         UNDERSTAND WE ARE PAYING FOR THE EQUIPMENT
         BASED ON YOUR UNCONDITIONAL ACCEPTANCE OF IT
         AND YOUR PROMISE TO PAY US UNDER THE TERMS OF
         THIS AGREEMENT, WITHOUT SET OFFS FOR ANY REASON
         EVEN IF THE EQUIPMENT DOES NOT WORK OR IS
         DAMAGED, EVEN IF IT IS NOT YOUR FAULT.

         The finance agreement appeared to be signed by Rodionova, but

NRMC asserts that the signature was a forgery.
         Around October 23, NYDP sent the equipment to NRMC’s office. On

October 23, a GreatAmerica employee placed a telephone call to NRMC to

determine the status of the transaction.      According to GreatAmerica

business records, in response to the question of whether the equipment

was installed and working, an NRMC employee, Melissa Santiago, replied

“Yes.”

         Under the finance agreement between GreatAmerica and NRMC,

NRMC was to pay GreatAmerica sixty-three monthly installments of $999

per month. GreatAmerica sent NRMC its first invoice on October 30. The

GreatAmerica invoice bears the identification header “GreatAmerica
Financial Services” and identifies the invoice as presented pursuant to

“Agreement 003-1296204-000.” The GreatAmerica invoice declared that

“We appreciate your business!      We are glad you chose GreatAmerica

Financial Services Corporation.” In addition, the invoice detail identified

the equipment related to the invoice as “2-Kyocera TASKalfa 4002i Copiers

& Grandstream Phone Sys.” The reverse side of the invoice asked the

lessor to provide a “New Equipment Location” if applicable. Further, under

additional information, the reverse side of the invoice referred to a
                                          4

potential right to purchase the equipment at the end of the term “under

your agreement.”

       Pursuant to the finance agreement, GreatAmerica sent monthly

invoices to NRMC.         NRMC made its first payment by check dated

November 4, 2017 for $1157.17.1           The memo line of the NRMC check

contained the handwritten notation “office internet phone/fax etc.” The

NRMC check also had a handwritten notation with the invoice number and

the agreement number provided in the GreatAmerica invoice.                      Four

additional invoices, totaling six-months worth of installments, were paid

by NRMC via telephone calls authorizing debits to NRMC’s bank account.

       On May 9, 2018, an employee of GreatAmerica emailed Rodionova

and asked for an update on payment of an overdue invoice. On May 17,

Rodionova sent a response to GreatAmerica attempting to cancel the

finance agreement.

       In the reply email, Rodionova stated, in relevant part, that “Tony

Barro and New York Digital betrayed me and broke [their] responsibility to

me.”   Rodionova asserted that “[m]y services got interrupted, in both

offices, because he (they) did not pay their bills.” As a result, Rodionova

stated that she “moved back with Verizon and Cable vision.” Because of
the situation, Rodionova told GreatAmerica, “You can pick up your

phones. I can not use them. If you want, and give me a fair price on used

printer/faxes, I will purchase them from your company.”

       On May 21, Rodionova herself authorized payment of two invoices

to GreatAmerica.        Thereafter, however, NRMC discontinued further

payments.



       1This first-month payment included the $999 installment, applicable taxes, and
a one-time documentation fee.
                                    5

      B. Proceedings in District Court. GreatAmerica sued NRMC for

breach of contract and unjust enrichment. NRMC filed an answer denying

the claims and affirmatively alleging that “the representative from New

York Digital Products, Inc. fraudulently induced the Defendant to enter

into a contract that was financed by GreatAmerica Financial Services

Corporation.”

      GreatAmerica moved for summary judgment.               GreatAmerica

asserted that even if the signature on the finance agreement, allegedly on

behalf of NRMC, was a forgery, it was still undisputed that the equipment

subject to the finance agreement was installed and working on

October 23, 2017, and that thereafter, NRMC made seven of sixty-three

payments pursuant to the finance agreement in response to invoices sent

to NRMC by GreatAmerica.         GreatAmerica further claimed it was

undisputed that on May 17, 2018, Rodionova attempted to cancel the

contract, admitted that she had been using the telephone services but her

services were interrupted because of a dispute with the vendor, admitted

use of the copiers, and offered to purchase the used equipment. Finally,

GreatAmerica stated it was undisputed that NRMC made no further

payments under the finance agreement. From these facts, GreatAmerica
claimed NRMC ratified the finance agreement and is bound by its terms,

including the hell or high water provision. GreatAmerica emphasized that

the hell or high water provision was important to the finance industry, and

while it protected the financing party, it did not prohibit the lessee from

pursuing an action against the vendor, in this case NYDP.

      NRMC admitted the payments made to GreatAmerica.             NRMC,

however, provided an affidavit from Rodionova alleging that she did not

sign the finance agreement. NRMC noted that the GreatAmerica business

record allegedly dated October 23, 2017, did not, in fact, have the year on
                                       6

the document and did not indicate that the equipment was working. With

respect to the May 17, 2018 email, NRMC asserted that Rodionova herself

is not a defendant, so her use or nonuse of the equipment was not an

issue. From the summary judgment record, NRMC argued that NRMC

could not be bound by a fraudulently signed finance agreement.

      The district court granted GreatAmerica’s motion for summary

judgment.    The district court began by noting that hell or high water

provisions are enforceable in Iowa upon the acceptance of goods. GreatAm.

Leasing   Corp.   v.   Star   Photo   Lab,   Inc.,   672 N.W.2d 502,   505

(Iowa Ct. App. 2003). The district court found that the goods in this case

were accepted by NRMC based on the substance of the phone call

verification on October 23, 2017, but also by keeping the goods for seven

months and making payment thereon without any attempt to reject the

goods. The district court recognized that a contract containing a hell or

high water provision can be attacked as invalid on grounds of fraud. But

in this case, the district court reasoned, NRMC ratified the contract

through its conduct regardless of who signed the underlying contract. Life

Invs. Ins. Co. of Am. v. Est. of Corrado, 838 N.W.2d 640, 647 (Iowa 2013).

      C. Decision of Court of Appeals. NRMC appealed. In a divided
opinion, the court of appeals reversed.       The court of appeals found a

genuine issue of material fact because Rodionova claimed to have never

seen a copy of the contract until litigation commenced.         The court of

appeals also said that while a jury could find that the contract was ratified,

it was a question of fact required to be submitted to the factfinder rather

than a question of law to be determined on summary judgment.                In

particular, the court of appeals reasoned that while a party might be

bound by an unknown contract if the party failed to reasonably

investigate, whether the duty to investigate was triggered in this case was
                                     7

a matter of fact. The court of appeals also found that there was a factual

issue on the question of acceptance.     The court of appeals noted that

Rodionova in an affidavit asserted that “I never got any use out of the

equipment” and that Melissa Santiago was “not authorized to accept

delivery of equipment or make any determination as to whether or not

payment is due and owing.”

      The dissent would have affirmed the district court’s grant of

summary judgment. According to the dissent, after NRMC conceded the

existence of some contract in its affirmative defense and made seven

payments to GreatAmerica for the equipment, the dissent reasoned that

such action amounted to ratification.         Further, while the dissent

recognized that Rodionova may not have known the precise terms of the

finance agreement, the GreatAmerica billing documents as a matter of law

put a reasonable company on notice of the existence of the contract. With

respect to the hell or high water provision in the GreatAmerica finance

agreement, the dissent found that the term applied as the agreement was

accepted or ratified by NRMC.      The dissent noted that GreatAmerica

October 23, 2017 documentation showed that the equipment was in

working condition and that no contrary affidavit was provided by NRMC.
Finally, the dissent noted that no rejection of the equipment occurred until

May 17, 2018, too late after the payment of seven invoices to defeat

ratification. For the above reasons, the dissent asserted that the district

court properly granted summary judgment in this matter.

      II. Standard of Review.

      We review a district court’s ruling on a motion for summary

judgment for correction of matthew53@example.org.          See Terry v. Dorothy,

950 N.W.2d 246, 249 (Iowa 2020). The legal standard for a proper ruling

on summary judgment is when there is no genuine issue of material fact
                                     8

on the record, and “the moving party is entitled to a judgment as a matter

of law.” Iowa R. Civ. P. 1.981(3). “Where reasonable minds can differ on

how an issue should be resolved, a fact question has been generated, and

summary judgment should not be granted.” C & J Vantage Leasing Co. v.

Wolfe, 795 N.W.2d 65, 73 (Iowa 2011).

      III. Discussion.

      A. Positions of the Parties. On appeal, NRMC contends that the

district court erred in finding that NRMC received a benefit from having

the equipment on the premises and that its rejection of the equipment was

not timely. NRMC asserted that there was no evidence in the summary

judgment record that the equipment was ever installed and working.

Further, NRMC claims that the period of time from the October 23, 2017

start of the agreement to her May 17, 2018 nonpayment was “very short”

and did not arise to ratification of an agreement that she did not sign.

With respect to the payments made to GreatAmerica, NRMC asserted that

Rodionova “did not consider [those] payments to GreatAmerica to be

NRMC’s responsibility.”    NRMC asserted that although payments were

made on four occasions by NRMC, Rodionova expected the payments to be

made by Tony Barro, the person who she asserted was responsible for the
fraudulent finance agreement.

      NRMC emphasizes that she did not sign the finance agreement and

therefore cannot be bound to the hell or high water provision of the finance

agreement.   Further, without a copy of the finance agreement, NRMC

asserts that Rodionova would not have known what equipment was

subject to the lease and subject to rejection.

      In sum, NRMC claims that there are factual disputes regarding

acceptance or ratification and that summary judgment was improperly

granted.
                                     9

      GreatAmerica views the record differently. GreatAmerica points out

that its October 23, 2017 telephone verification record indicates that

Melissa Santiago responded “Yes” when a GreatAmerica employee asked

“Is the equipment installed and working?” GreatAmerica emphasizes the

detail on its invoices sent to NRMC including the contract number, a

description of the equipment, and the characterization of underlying

documentation as “your agreement.”            GreatAmerica notes that seven

monthly invoices were honored by NRMC prior to NRMC’s default under

the contract.   GreatAmerica points out that the last two invoices were

honored by Rodionova herself on May 21, 2018. GreatAmerica argues that

even if the finance agreement signature was not Rodionova’s, the

acceptance of the equipment and the payment of invoices by NRMC

amounts to a ratification.

      B. Merits.

      1. Ratification. Based on the applicable case law, we agree with

GreatAmerica that NRMC ratified the finance agreement through its

actions and inactions. As a matter of law, the contract was ratified by

NRMC despite any allegation of forgery.

      The legal support for our conclusion derives in part from Life
Investors Insurance Co. of America v. Estate of Corrado, where we approved

the Restatement (Third) of Agency’s definition of ratification. 838 N.W.2d

at 647. “Ratification is the affirmance of a prior act done by another,

whereby the act is given effect as if done by an agent acting with actual

authority.”     Restatement    (Third)   of    Agency   §   4.01(1),   at   304

(Am. L. Inst. 2006). To ratify an act, the ratifier must either “manifest[]

assent that the act shall affect the person’s legal relations, or [engage in]

conduct that justifies a reasonable assumption that the person so

consents.” Id. § 4.01(2)(a), at 304. A “knowing acceptance of the benefit
                                      10

of a transaction ratifies the act of entering into the transaction.” Id. § 4.01

cmt. d, at 308; see also Stathis v. Geldermann, Inc., 692 N.E.2d 798, 808

(Ill. App. Ct. 1998) (“Ratification occurs when the principal learns of an

unauthorized transaction, then retains the benefits of the transaction or

takes a position inconsistent with nonaffirmation.”).        As a generality,

manifestation of assent, and whether certain conduct is sufficient to

indicate consent, are questions of fact. See, e.g., Restatement (Third) of

Agency § 1.03, at 56–63; § 4.01 cmts. d, at 308, f, at 309, g, at 309–10..

      The Restatement (Third) of Agency allows an undisclosed principal

to ratify an unauthorized actor’s act, therefore permitting ratification even

for forged documents.      See id. § 4.03, at 321–23.       The rationale for

ratification even in cases of alleged forgery is “[a] person should not be able

to accept the benefits of a contract even if the signer’s acts are

unauthorized, but deny his or her obligations under the contract because

the signer’s acts are unauthorized.” Life Invs. Ins. Co. of Am., 838 N.W.2d

at 647.

      The Restatement (Third) of Agency further provides that “[a] person

is not bound by a ratification made without knowledge of material facts

involved in the original act when the person was unaware of such lack of
knowledge.” Restatement (Third) of Agency § 4.06, at 336. And a comment

to the section clarifies that

      [r]atification is the consequence of a choice freely made by the
      principal. The principal may choose to ratify the action of an
      agent or other actor without knowing material facts. A
      factfinder may conclude that a principal has made such a
      choice when the principal is shown to have had knowledge of
      facts that would have led a reasonable person to investigate
      further, but the principal ratified without further
      investigation.
Id. § 4.06 cmt. d, at 337–38; see also Stathis, 692 N.E.2d at 808 (“For

ratification to occur, the principal must, with full knowledge of the act,
                                     11

manifest an intent to abide and be bound by the transaction. Ratification

may be inferred from surrounding circumstances, including long-term

acquiescence, after notice, to the benefits of an allegedly unauthorized

transaction.” (citation omitted)).

      Based on this principle, fraud, forgery, misunderstanding, and

mistake could play a role in whether a contract is effectively accepted and

ratified. In many cases involving those kinds of facts, the question should

be submitted to the factfinder. Yet, even when there is a disputed fact

regarding actual knowledge of a contract, courts have deemed contracts

ratified as a matter of law based on the surrounding circumstances. See,

e.g., De Lage Landen Fin. Servs. v. St. Bernard’s Episcopal Church,

2012 WL 489149, *3 (N.J. Super. Ct. App. Div. 2012) (per curiam) (“[T]he

equipment was delivered; it was not concealed from members of the vestry

or other church officials; and the church used the machine and, in fact,

paid the lease charges for some twenty-six months. During that time,

members of the vestry and other church officials must have been aware

that the church had use of a copier and that a monthly charge was being

paid for it under a contract. Having accepted the benefits of the contract

entered into by its agent, even if unauthorized at its inception, the church
could not repudiate the contract halfway through its term.”).

      Rodionova claimed that she did not sign the contract and in fact

never saw the contract until the initiation of this litigation. Rodionova

further alleged that her employee, who confirmed with GreatAmerica

receipt of the goods, that the goods were installed, and that they were in

proper order, was not authorized to accept delivery or make a

determination about the fitness of the goods. Assuming all of this true for

the purposes of summary judgment, the contract was still ratified by

NRMC.
                                      12

      Rodionova’s affidavit confirmed that the goods were in fact delivered.

For the purposes of this litigation, we do not need to know whether the

goods were ever installed or in proper order. Contract law principles would

have required Rodionova to return the nonconforming or defective goods

within a reasonable time period, and Rodionova did not attempt to return

the goods until seven months later. See Iowa Code § 554.13509 (2017)

(“Rejection of goods is ineffective unless it is within a reasonable time after

tender or delivery . . . and the lessee seasonably notifies the lessor.”); see

also In re Rafter Seven Ranches L.P., 546 F.3d 1194, 1202 (10th Cir. 2008)

(holding six weeks was an unreasonable period to wait before attempting

rejection and citing cases holding under certain circumstances rejection

after a period of as little as nineteen days is unreasonable); GreatAm.

Leasing Corp. v. Davis-Lynch, Inc., 2011 WL 167248, at *5 (N.D. Iowa

Jan. 19, 2011) (holding that rejection of goods is typically not effective if

the party makes installment payments on the contract for a period of

several months). Instead, NRMC accepted the goods in the sense that it

possessed them for seven months and made seven monthly payments

under the finance agreement. See Iowa Code § 554.13515(1) (“[Acceptance

occurs when] the lessee has had a reasonable opportunity to inspect the
goods and (a) the lessee signifies or acts . . . in a manner that signifies to

the lessor . . . that the goods are conforming or that the lessee will take or

retain them in spite of their nonconformity; or (b) the lessee fails to make

an effective rejection of the goods.”); see also Woodall v. Beauchamp,

236 S.E.2d 529, 545 (Ga. Ct. App. 1977) (“[I]f a party who is entitled to

rescind a contract because of fraud or false representation, when he has

full knowledge of all the material circumstances of the case freely and

advisedly does anything which amounts to the recognition of the

transaction, or acts in a manner inconsistent with its repudiation, it
                                    13

amounts to acquiescence, and, though originally impeachable, the

contract becomes unimpeachable even in equity. It is incumbent upon a

party who attempts to rescind a contract for fraud to repudiate it promptly

on discovery of the fraud. . . . [If no attempt is made, the party] will be

held to have waived any objection, and to be conclusively bound by the

contract as if no fraud or mistake had occurred.” (citations omitted)).

      NRMC thus ratified the contract through acceptance of the benefit

of the contract (possession of the copier and phone systems) and making

seven installment payments. Effectively NRMC conducted business as if

it had a contract with GreatAmerica for seven months and then attempted

to reject the goods and cancel the contract after a third-party dispute with

NYDP.

      We recognize that questions regarding acceptance, rejection, and

ratification often raise factual issues that preclude summary judgment.

But here, on the undisputed facts, NRMC had possession of the equipment

and paid invoices over a seven-month period. NRMC received invoices with

detailed documentation of “your agreement,” a description of the precise

equipment subject to the agreement, and a specific contract identification

number. If NRMC wished to reject the goods, or did not wish to be a party
to contract with GreatAmerica, NRMC could have done so in a reasonable

time. But as a matter of law, the failure to reject goods over a seven-month

period and the payment of periodic invoices amounts to a ratification that

cannot be unwound by a tardy effort to reject the goods.

      2. Hell or High Water Provision. Because the GreatAmerica finance

agreement was alleged to be fraudulently obtained, NRMC claims that the

hell or high water provision of the finance agreement cannot be enforced.

“In general, a hell or high water clause makes a lessee’s obligation under

a finance lease irrevocable upon acceptance of the goods, despite what
                                      14

happens to the goods afterwards.” GreatAm. Leasing Corp., 672 N.W.2d at

504. Hell or high water provisions are valid in Iowa and may be specifically

expressed in a contract or attach by default to all finance leases under the

Uniform Commercial Code. See Iowa Code § 554.13407.

      The hell or high water provision in the GreatAmerica finance

agreement take effect upon acceptance of the goods. As indicated above,

NRMC accepted the goods by taking possession for seven months before

making any attempt to reject the goods. Upon acceptance, NRMC was

obligated to pay under the terms of the agreement no matter what

happened to the goods after acceptance.

      NRMC alleges that it did not receive a copy of the contract until

litigation commenced and therefore is not subject to the specific terms of

the contract. The argument is unavailing because the seven-month period

of possession and payments under the contract would have put NRMC on

notice that a contract existed and NRMC should have investigated the

provisions of the contract prior to ratification. See Advance Elevator Co. v.

Four State Supply Co., 572 N.W.2d 186, 188 (Iowa Ct. App. 1997) (“[A]

party is charged with notice of the terms and conditions of a contract if the

party is able or has had the opportunity to read the agreement.”); see also
Peak v. Adams, 799 N.W.2d 535, 543 (Iowa 2011) (“It is well-settled that

failure to read a contract before signing it will not invalidate the contract.”

(quoting Huber v. Hovey, 501 N.W.2d 53, 55 (Iowa 1993))); Morgan v. Am.

Fam. Mut. Ins., 534 N.W.2d 92, 99 (Iowa 1995) (holding that an insurance

contract was formed with a new contract term despite the policy holder

never actually reading the new contract after the new policy was mailed to

the policy holder and the policy holder continued to make premium

payments), overruled on other grounds by Hamm v. Allied Mut. Ins., 612
N.W.2d 775 (Iowa 2000). Billing statements sent to NRMC, while they did
                                    15

not contain the full contract terms, made reference to an agreement

number that NRMC could have investigated.           And, any reasonable

business would have investigated in such a scenario before making the

number of payments that NRMC made. Therefore, even if NRMC did not

have actual knowledge of the specific hell or high water provision, NRMC

accepted the contract terms through its ratification.

      IV. Conclusion.

      For these reasons, we vacate the decision of the court of appeals,

and affirm the ruling of the district court granting summary judgment to

GreatAmerica.

      DECISION OF COURT OF APPEALS VACATED; DISTRICT COURT

JUDGMENT AFFIRMED.
