Galtere, a commodities investment firm, claimed Harvest Capital owed it $802,400 for expenses related to operating a Brazilian farming operation under Two Rivers Farms, LLC. The dispute centered on a 2008 "Transaction Summary" that conditioned repayment on the Galtere Real Assets Fund generating fees—which never happened after GRAF dissolved in 2009 without receiving funding. Despite the farming operation becoming profitable in 2019 and Harvest Capital taking management fees, the company never repaid Galtere.
Circuit Judge Steven Gruender wrote that the Transaction Summary was a "handcrafted" agreement between sophisticated parties that constituted the "final and complete expression" of their deal. The court rejected Galtere's extrinsic evidence of different repayment terms, noting the agreement "reasonably would be expected to include" such crucial terms and that Galtere's own complaint referenced only the written provision. "There is significant undisputed evidence indicating the Transaction Summary was fully integrated," Gruender wrote.
The district court had granted summary judgment to Harvest Capital on all claims—breach of contract, promissory estoppel, and unjust enrichment—finding that GRAF never generated the fees required to trigger repayment under the written agreement. Judge Stephanie Rose also held that Iowa law precluded the equitable claims because an express contract covered the same subject matter.
The ruling reinforces the parol evidence rule's strength in sophisticated commercial transactions, even without express integration clauses. The decision bars recovery theories that would contradict written agreements between experienced parties, potentially affecting how courts analyze integration in complex business ventures where multiple related agreements exist.