IN THE SUPREME COURT OF IOWA
No. 08–2009
Filed February 25, 2011
LARRY SCHAEFER and ELAINE SCHAEFER,
Husband and Wife,
Appellees,
vs.
RAYMOND SCHAEFER,
Appellant.
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G.R.D. INVESTMENTS, LLC,
Appellant,
vs.
LARRY SCHAEFER and ELAINE SCHAEFER,
Husband and Wife,
Appellees.
On review from the Iowa Court of Appeals.
Appeal from the Iowa District Court for Cerro Gordo County,
Bryan H. McKinley, Judge.
Plaintiffs seek further review of the court of appeals’ decision
reversing the district court’s ruling granting their petition for forcible
entry and detainer and quieting title to real property conveyed to
defendants prior to the plaintiffs filing bankruptcy in favor of plaintiffs.
DECISION OF COURT OF APPEALS VACATED; DISTRICT COURT
JUDGMENT REVERSED; CASE REMANDED.
2
Steven R. Bakke of Bakke Law Office, Forest City, for appellants.
Peter C. Riley of Tom Riley Law Firm, P.L.C., Cedar Rapids, for
appellees.
3
CADY, Chief Justice.
In this quiet title action, we must decide whether, under Iowa law,
a bankruptcy court’s order voiding a debtor’s transfer of real estate to a
transferee automatically returns the property titles to the debtor. The
district court found in favor of the Schaefers after the bankruptcy court
voided the transfer of the property from the Schaefers to G.R.D. in favor
of the trustee. We transferred the case to the court of appeals. The
court of appeals reversed the district court, finding the property titles
remained with G.R.D. after bankruptcy. On further review, we vacate the
decision of the court of appeals and reverse the decision of the district
court.
I. Background Facts and Proceedings.
Larry and Elaine Schaefer are husband and wife. They live in
Cerro Gordo County where they own land and farm for a living. The
Schaefers began to experience financial troubles after a $127,125
judgment was entered against Larry in 1998 for breach of a grain
contract.
In January 2001, the Schaefers formed a limited liability company
called G.R.D. Investments (G.R.D.). The Schaefers designated
themselves managers and listed their sons, Raymond and Dean
Schaefer, as members. As part of the employment agreement with
G.R.D., the Schaefers agreed to convey all the real estate they owned,
except their homestead, to G.R.D. In May 2003, the Schaefers satisfied
the judgment from the 1998 contract dispute.
In October 2003, the Schaefers filed for Chapter 7 bankruptcy in
the United States Bankruptcy Court for the Northern District of Iowa.
The court’s appointed trustee brought an adversary proceeding against
the Schaefers in March 2004. The action challenged the 2001 property
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conveyances as fraudulent under 11 U.S.C. § 544(b)(1) (2000) and
accompanying state law, Iowa Code chapter 684 (2003).
On September 21, 2005, the bankruptcy court entered an order
finding the transfers to G.R.D. were “avoidable.” Following the order,
G.R.D. and the Schaefers entered into a settlement agreement with the
trustee for the value of the property conveyed to G.R.D.
In March 2006, the trustee moved to amend the court’s order that
found the transfers “avoidable.” The trustee asserted the order should
have referred to the status of the transfers as “void.” In an order dated
June 7, 2006, the court granted the trustee’s motion and changed the
order to declare the transfers were “void.” The final order stated the
“debtors’ transfers of real property to G.R.D. Investments, L.L.C. by quit
claim deeds dated on or about January 16 and 17, 2001, are void under
11 U.S.C. § 544(b)(1).”
The trustee filed a “Satisfaction of Judgment,” dated March 22,
2006. The filing referenced the amended order entered on June 7, 2006.
The trustee, however, did not liquidate the real estate for a cash
distribution to creditors. Instead, the settlement money was paid to the
trustee after the amended order was entered. The Schaefers were
eventually granted a discharge from bankruptcy.
Following the bankruptcy, the Schaefers consulted with a certified
public accountant regarding the potential income tax consequences of
the order by the bankruptcy court that voided the transfers. The
accountant interpreted the order to simply mean G.R.D. no longer owned
the property. He recommended the Schaefers claim the property’s
income for that year as their own.
The Schaefers’ son, Raymond, farmed the land and paid rent to the
Schaefers. In 2007, Raymond failed to pay the Schaefers rent. In
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response, the Schaefers initiated an eviction action in district court in
Cerro Gordo County. Raymond and G.R.D. responded to the lawsuit by
filing an action to quiet title to the property in favor of G.R.D. The two
actions were consolidated and heard by the district court on June 5,
2008.
The district court ultimately made two rulings in this case. On
August 13, 2008, the court entered a ruling finding G.R.D. to be the
owner of the property. It reasoned that, under Iowa fraudulent
conveyance law, the bankruptcy court’s decision to void the transfers to
G.R.D. as fraudulent did not alter the relative property rights of G.R.D.
and the Schaefers as parties to the transaction. The court found the
rights of the parties were not altered when the judgment granted to the
bankruptcy court was satisfied without selling the property. The court
determined the Schaefers were entitled to immediate possession of their
forty-acre homestead, but title to the nonexempt land conveyed to G.R.D.
prior to bankruptcy remained with G.R.D.
The Schaefers filed a motion for enlargement of findings claiming
the ruling was “based on a misunderstanding of the relationship between
a trustee’s avoidance rights under bankruptcy law[] and applicable state
law on the rights of creditors to avoid transfers.” In response, the district
court modified its ruling in an order dated November 12, 2008. In its
modified order, the court concluded the bankruptcy trustee acquired all
of the Schaefers’ real estate once the bankruptcy court entered the
judgment that voided the transfer of the land to G.R.D. by operation of
law. Accordingly, the court held the real estate had been returned to the
Schaefers, like all undistributed property of the estate, at the conclusion
of the bankruptcy case. Thus, the court reversed its prior holding and
quieted title to all the disputed real estate in favor of the Schaefers.
6
G.R.D. and Raymond Schaefer appealed. We transferred the case
to the court of appeals, and the court of appeals reversed the district
court. In its decision, the court found “the bankruptcy court’s amended
June 7, 2006 order did not by itself transfer title to the properties to the
trustee and/or that the satisfaction of judgment had the effect of
releasing that order.” Additionally, the court took judicial notice of the
actual date the trustee filed the satisfaction of judgment pertaining to the
voided transfer as “early 2007.” The court ultimately decided G.R.D.
owned the property under two separate holdings. First, it held the
judgment was not itself sufficient to transfer title to the properties and
the trustee would have had to obtain title to the properties to include
them in the estate. Second, the court determined the satisfaction of
judgment filed after the bankruptcy court’s judgment released the
judgment. The court concluded that a judgment voiding transfers as
fraudulent is effectively a judgment making the transfers “voidable” not
void. Additionally, the court recognized the trustee did not distribute the
remaining properties or proceeds to the debtors at the conclusion of the
bankruptcy as is customarily required for undistributed property of the
estate.
The Schaefers requested, and we granted, further review.
II. Standard of Review.
Forcible entry and detainer and quiet title claims are actions in
equity. Iowa Code § 648.15 (classifying forcible entry and detainer
actions as equitable); id. § 649.6 (classifying quiet title action as
equitable). As a result, our review of the district court’s decisions is
de novo. Iowa R. App. P. 6.907. We give weight to the district court’s
factual findings, but are not bound by them. City of Okoboji v. Okoboji
Barz, Inc., 746 N.W.2d 56, 59 (Iowa 2008).
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III. Analysis.
We begin our analysis of the issues on review by recognizing they
require us to interpret the bankruptcy court’s judgment and the effect of
a voided transfer for the benefit of creditors on state law property rights.
As a result, we briefly review the applicable framework of this analysis.
A fraudulent conveyance is “[a] transfer made or obligation
incurred by a debtor . . . if the debtor made the transfer or incurred the
obligation . . . [w]ith actual intent to hinder, delay, or defraud any
creditor of the debtor . . . [or] [w]ithout receiving a reasonably equivalent
value in exchange for the transfer or obligation.” Iowa Code
§ 684.4(1)(a)-(b). Creditors have the right to set a fraudulent conveyance
aside and collect the proceeds to satisfy the debt owed. 37 Am. Jur. 2d
Fraudulent Conveyances and Transfers § 1, at 520 (2001) [hereinafter
Fraudulent Conveyances and Transfers]. A creditor seeking to set aside a
conveyance must show prejudice, even if the transferor’s fraudulent
intent is evident. C. Mac Chambers Co. v. Iowa Tae Kwon Do Acad., Inc.,
412 N.W.2d 593, 596 (Iowa 1987).
Generally, fraudulent conveyance law operates to make the
conveyance at issue voidable at the option of a qualifying injured
creditor. See Iowa Code § 684.7 (providing creditors with a cause of
action and various remedies against the debtor and transferee);
§ 684.8(2) (“[T]o the extent a transfer is voidable in an action by a
creditor under section 684.7 . . . , the creditor may recover judgment for
the value of the asset transferred . . . .”); see also Fraudulent
Conveyances and Transfers § 89, at 598 (noting the rule is generally
accepted among courts). Moreover, our fraudulent conveyance law voids
the transaction as between the creditors of the transferor and the
transferee, but does not render the conveyance void as between the
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transferor and the transferee. See Iowa Code § 684.4(1) (stating a
“transfer made or obligation incurred by a debtor is fraudulent as to a
creditor” (emphasis added)); see also id. § 684.5 (providing present
creditors with cause of action against certain transferees). This rule
prevents the transferor from recovering the title fraudulently conveyed to
a third party because “a fraudulent transferor should not be allowed to
benefit from his own misdeed.” Jessen v. Jessen, 41 P.3d 543, 546 (Wyo.
2002). Moreover, generally a judgment rendering the conveyance
fraudulent “sets aside the conveyance between the grantor and the
grantee insofar as it affects the creditor, but it does not set it aside as to
the grantor.” Fraudulent Conveyances and Transfers § 95, at 602.
Iowa has recognized creditors have a right to recover fraudulently
conveyed property at common law from as early as 1868. See Stephens
v. Heirs of Harrow, 26 Iowa 458, 460, 465 (1868). The common law rule,
called the “Statute of Elizabeth,” arrived in our country from England
and was widely accepted and applied by courts of equity. 1 Thomas D.
Crandall et al., The Law of Debtors and Creditors: Bankruptcy, Security
Interests, Collection § 6:76, at 6-211 (rev. ed. 2004); see also Postlewait &
Creagan v. Howes, 3 Clarke 365, 370 (1856) (recognizing the English
roots for the rule in Iowa). The rationale for the right to reclaim
fraudulently conveyed property is, and always has been, to prevent a
debtor from “frustrat[ing] his creditor’s rights and avoid[ing] his
obligations by changing title to his assets.” Fraudulent Conveyances and
Transfers § 1, at 520 (footnote omitted). We have recognized “[t]he
doctrine advances the principle that a debtor’s property constitutes a
fund from which debts should be paid and that the debtor may not
hinder a creditor’s right to proceed against the fund.” Graham v. Henry,
456 N.W.2d 364, 366 (Iowa 1990). Our legislature codified the common
9
law rule in 1994 by enacting the Uniform Fraudulent Transfer Act. 1994
Iowa Acts ch. 1121 (codified at Iowa Code ch. 684 (2005)). This Act is the
state law basis for the case before us.
A. Background on Federal Bankruptcy Law. Several sections of
the United States Bankruptcy Code impact the bankruptcy court’s
judgment and aid us in defining the ownership status of the property at
state law. Tracing the property’s status during the bankruptcy case is
vital to understanding its disposition today.
We begin by noting that the filing of a bankruptcy petition results
in the automatic creation of an “estate” for the benefit of all the debtor’s
creditors. 11 U.S.C. § 541(a). The estate is broadly composed of all the
debtor’s legal and equitable property rights. Id. § 541(a)(1). The estate
includes property the trustee recovers pursuant to a judgment voiding a
fraudulent transfer. See id. § 541(a)(3) (including in the debtor’s estate
property that is recovered under § 550 after avoidance under § 544).
Once the trustee has gathered the debtor’s property into the estate, the
creditors’ claims are paid with the proceeds in order of priority
established by the Code. See id. § 726. Property of the estate that is not
disbursed to creditors must be either formally abandoned or paid out to
the debtor before the case is closed. See id. § 554 (citing abandonment,
administration, or retention in the estate as alternative dispositions of
property of the estate); § 726(a)(6) (administration of property of the
estate includes disbursement to the debtor of remaining property after all
claims have been paid).
The bankruptcy trustee may initiate an adversary proceeding in
the bankruptcy court against those transferees the trustee suspects may
have fraudulently accepted property from the debtor. Fed. R. Bankr. P.
7001(1) (including in definition of “adversary proceeding” “a proceeding to
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recover money or property”). The bankruptcy code empowers the trustee
to bring this action in one of two ways: through a direct action under
§ 548 or through a derivative action under § 544. See 11 U.S.C. §§ 548,
544. Section 548 contains all relevant substantive provisions governing
the right to avoid fraudulent transfers, including a statute of limitations.
Id. § 548. In contrast, § 544 grants the trustee the rights of a creditor at
state law. Id. § 544(b)(1). Section 544 directs the trustee to the state
fraudulent conveyance law for the substance of the right to recover from
third-party transferees. Under § 544, the trustee stands in place of an
unsecured creditor at state law. See id. In Iowa, the derivative right
contained in § 544 refers to Iowa’s enactment of the Uniform Fraudulent
Conveyance Act, Iowa Code chapter 684. The rationale for the derivative
right is “the filing of a bankruptcy petition does not strip creditors of
state-created rights to avoid transfers, it merely shifts that right to the
creditors’ representative.” 4 William L. Norton, Jr. & William L. Norton
III, Norton Bankruptcy Law and Practice § 63:7, at 63-36 (3d ed. 2009)
[hereinafter Norton]. Once the right to avoid the conveyance is
established, federal bankruptcy law controls the extent of the recovery
from the judgment. See 11 U.S.C. § 550(a) (“[T]o the extent that a
transfer is avoided under section 544[] . . . the trustee may recover, for
the benefit of the estate, the property transferred . . . .”).
In this case, the trustee initiated an adversary action against the
Schaefers and G.R.D. pursuant to § 544(b)(1) using Iowa Code chapter
684. The bankruptcy court applied Iowa law to conclude the transfers
had been made fraudulently. See Sergeant v. G.R.D. (In re Schaefer), 331
B.R. 401, 421–22 (Bankr. N.D. Iowa 2005). In doing so, the court
recognized the trustee had standing as an Iowa creditor pursuing a claim
under the Act. Id. at 416–17; see also 11 U.S.C. § 544 (providing that
11
trustee generally has rights and powers of a judicial lien creditor and
creditor at state law); Hoskins v. Johnston, 205 Iowa 1333, 1339, 219
N.W. 541, 544 (1928) (“A trustee in bankruptcy stands in the place of the
creditors of the bankrupt, and has the same rights, and may pursue the
same remedies in their behalf as they would have been entitled to if there
had been no adjudication in bankruptcy.”). The bankruptcy court’s
judgment granted the trustee the right and power to recover the
property, or its equivalent value, from the transferee. See 11 U.S.C.
§ 550 (defining liability of transferee of an avoided transfer).
Generally, the final step in a fraudulent conveyance action is
recovery. See In re DLC, Ltd., 295 B.R. 593, 602 (B.A.P. 8th Cir. 2003)
(recognizing the final responsibility of the trustee under 11 U.S.C.
§ 544(b) is to recover the property avoided from the transferee if
necessary to bring the property into the estate for distribution). The
bankruptcy code gives the trustee the authority to recover either the
property transferred or the value of the property. 11 U.S.C. § 550(a).
The purpose of the trustee’s avoidance power is to permit equal recovery
for all similarly situated creditors of the estate and to maximize the
amount of distributable property to unsecured creditors. Norton § 63:1,
at 63-3, 63-4. As a result, the trustee is not limited in recovery to the
amount owed to one creditor of the estate. 11 U.S.C. § 550; compare
Moore v. Bay, 284 U.S. 4, 5, 52 S. Ct. 3, 3, 76 L. Ed. 133, 134 (1931)
(recognizing that the trustee is not limited to recovering a specific
amount of debt of one creditor), with Iowa Code § 684.7(1)(a) (limiting
state creditor’s recovery under Iowa Code chapter 684 to the amount
necessary to satisfy claim). Instead, the trustee may recover the entire
value of the interest fraudulently transferred and divide up the proceeds
of the recovery in accordance with § 726. See Moore, 284 U.S. at 5, 52
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S. Ct. at 3, 76 L. Ed. at 134 (holding the trustee may recover the entire
value of the transfer, even if the creditor the trustee is using to establish
standing is only owed a small portion of the value of the total transfer).
The Schaefers argue a judgment voiding the transfer of the
property automatically brings the property into the estate. Avoidance of
the transfer and recovery of the transfer are related, but distinct
concepts. See 11 U.S.C. § 550 (separating the procedure of avoiding a
transfer from the procedures involved in recovery of the voided transfer);
see also Jay Auslander & Julie A. Goren, Avoidance and Recovery of
Fraudulent Transfers, in 25 Am. Jur. 3d Proof of Facts 591, 599 (1994)
(“Avoidance invalidates the transfer; recovery brings the property
transferred or its value back into the estate.”). Avoidance nullifies the
transfer between the transferor and transferee as it relates to the creditor
harmed by the transfer. 2 David G. Epstein et al., Bankruptcy:
Practitioner Treatise Series § 6–79, at 201 (1992) [hereinafter Epstein].
Recovery is the remedy for avoidance that makes transferees “personally
accountable to the estate for the return of the property or for its value”
when avoidance itself is not sufficient to make the estate whole. Id.
Property recovered from a transferee pursuant to a judgment voiding the
transfer becomes property of the estate. 11 U.S.C. § 541(a)(3). 1
1We recognize there are conflicting views about whether, as a general rule,
recovery is required to bring property into the estate or whether avoidance itself is
sufficient. See Epstein § 6–80, at 206 & n.20 (acknowledging the view that property
must be recovered to become property of the estate, and that the difference is not
typically controversial). The argument that property avoided automatically becomes
property of the estate is premised on 11 U.S.C. § 541(a)(4), which includes the property
interest that is automatically preserved upon avoidance in “property of the estate.” Id.
§ 6–80, at 206 (“Recovery is necessary only when annulment of the transfer does not
completely satisfy the estate.”); see also In re Burns, 322 F.3d 421, 427 (6th Cir. 2003)
(“[W]hen the avoidance of a transfer does not fully satisfy the estate, then the trustee
may seek to recover the property transferred, but when the avoidance alone is a
sufficient remedy, there is no need for the trustee to seek recovery.”). As a result, a
latent issue that exists in this case is whether 11 U.S.C. § 541(a)(3) or (a)(4) govern the
status of the titles as property of the estate. This issue was not argued or briefed by
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B. Application to the Schaefers’ Case. The Schaefers argue the
case may be resolved under bankruptcy law because the titles to the
property became “property of the estate” under 11 U.S.C. § 541(a)(3)
immediately upon the entry of the bankruptcy court’s judgment declaring
the transfers fraudulent. The Schaefers’ central claim is that the
bankruptcy judgment voiding the transfer not only nullified the transfer,
but also effectively conveyed title of the property from G.R.D. to the
trustee because the judgment voided “the entire interest” in the property
at issue under 11 U.S.C. § 550. In addressing this issue, we afford the
bankruptcy court’s judgment its due force and effect if it intended to
directly change the ownership status of the property because the court
had exclusive jurisdiction over the Schaefers’ property during the
pendency of the case. 28 U.S.C. § 1334(e); see also 11 U.S.C. § 105(a)
(providing the bankruptcy court the power to “issue any order, process,
or judgment that is necessary or appropriate to carry out the provisions”
of the bankruptcy code).
We address the Schaefers’ claim by first recognizing the parties do
not dispute that the trustee had the right to a judgment voiding the
transfers from the Schaefers to G.R.D. and that this avoidance power
was not limited to a certain value. The trustee not only had the right to
avoid the transfer, he also had the right to recover the entire value of the
transferred titles once a judgment voiding the transfers under state
fraudulent conveyance law was issued. See 11 U.S.C. § 550 (providing
the trustee may recover the entire value of the transfer from specified
parties). Our duty in applying § 541(a)(3) is to decide whether the entry
_____________________
counsel at any stage of this case, and the district court did not have an opportunity to
rule on it. As a result, we decline to address the issue of whether voiding the transfers
of the property titles was sufficient to bring the titles into the estate under 11 U.S.C.
§ 541(a)(4). See Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002).
14
of the court’s judgment resulted in an immediate recovery, making the
titles “property of the estate.”
After examining the bankruptcy court’s judgment voiding the
transfers and its accompanying clarification order in light of applicable
federal law, we find the bankruptcy court’s judgment nullified the
transfer as between the trustee and G.R.D., but not between the
Schaefers and G.R.D. After obtaining the judgment voiding the transfer,
the trustee was entitled to recover either the property transferred or the
value of the property transferred. 11 U.S.C. § 550(a). The trustee in this
case also had a third recovery option under the settlement agreement.
The bankruptcy court’s second order dated June 7, 2006, revealed the
trustee requested the court reexamine the language in its initial order
because the Schaefers and G.R.D. had failed to follow through with the
agreement. The court’s order explained that the trustee’s remedies
following its judgment voiding the transfers included both enforcing the
settlement and “pursu[ing] his judgment.” In doing so, the court clarified
that the Schaefers could not use the prior judgment’s “avoidable”
language to circumvent the trustee’s unqualified right to recover the
titles if the settlement fell through. After the bankruptcy court’s
amended order was issued, the settlement was ultimately paid to the
estate. As a result, the monetary settlement recovered by the trustee
became “property of the estate” and the record shows it was distributed
to creditors.
The Schaefers assert the law of judgments requires us to recognize
that any court order affecting title to real estate is self-executing. We
recognize the general rule that a judgment in an action concerning rights
to property is “an involuntary realignment of [the parties’] interests in the
property and in effect a conveyance from the losing party to the winning
15
party.” Restatement (Second) of Judgments § 43 cmt. a, at 2 (1982).
Yet, when a judgment only involves a personal claim regarding the rights
of the parties, it is not governed by this rule. Id.
In this case, the bankruptcy court’s judgment did not define the
property as “property of the estate,” but it granted the trustee the
requisite authority for recovering the property pursuant to the code.
Nullification is a necessary component to the judgment when the
nullification of a transfer itself is a sufficient remedy for the loss suffered
by the creditor. Epstein § 6–80, at 206. Here, nullification did not
automatically change title to and possession of the land. Instead, the
bankruptcy court’s judgment nullifying the transfer was a judgment
regarding the parties’ rights as those affected by the fraudulent
conveyance avoidance action.
The Schaefers further argue the satisfaction of judgment did not
reconvey the property titles from the estate or the debtors back to
G.R.D., and that the court of appeals erred in taking judicial notice of the
date the satisfaction was filed. A satisfaction of judgment “operates as a
complete discharge of the judgment debt and a total relinquishment of all
rights to the judgment.” 47 Am. Jur. 2d Judgments § 825, at 397 (2006).
Thus, regardless of when the satisfaction was filed in this case, it
memorialized the monetary recovery received by the trustee on behalf of
the estate and it released his rights in the judgment granting him the
right to recover the titles from G.R.D. 2 No title was conveyed or
2Although the Schaefers dispute the propriety of the court of appeals’ decision to
take judicial notice of the date the satisfaction of judgment was filed, this point does not
affect the resolution of the case before us because the filing has only one legal
consequence. Moreover, the Schaefers do not argue whether or how they were
prejudiced by the court of appeals’ decision to take judicial notice of the date of the
filing of the Satisfaction of Judgment, which both parties presented at trial as evidence.
As a result, we find the argument was waived. See Iowa R. App. P. 6.903(2)(g)(3).
16
reconveyed by the filing. Instead, the titles remained with G.R.D.
throughout the pendency of the bankruptcy case and continue to belong
to G.R.D. today.
IV. Conclusion.
We find the district court erred in its decision to quiet title to the
real estate in favor of the Schaefers. We vacate the decision of the court
of appeals, reverse the decision of the district court, and remand for
further proceedings.
DECISION OF COURT OF APPEALS VACATED; DISTRICT
COURT JUDGMENT REVERSED; CASE REMANDED.