(dissenting).
I dissent. I would reverse the judgment in plaintiff-appellee West Des Moines State Bank’s favor.
West Des Moines State Bank took a security interest in any rebates Des Moines Boating Center had coming from the defendant-appellant Brunswick Corporation. West Bank contends it is entitled to rebates allegedly owed Des Moines Boating Center for the year 1988. West Bank’s claim is valid only if it can show defendant owed the rebates to Des Moines Boating Center.
The rebate program was available to dealers only if they were (1) contracted dealers, and (2) in good standing at the end of the calendar year. These requirements were conditions precedent to any obligation to pay the rebate. Conditions precedent are facts and events, occurring subsequently to the making of a valid contract, that just exist or occur before there is a right of immediate performance, before there is a breach of contract duty, before the usual judicial remedies are available. Nat’l Farmers Org’n. Inc. v. Lias, 271 N.W.2d 751, 754 (Iowa 1978). There is no way under the facts here Des Moines Boating Center could be found to be a contracted dealer in good standing at the end of 1988.
West Bank and Des Moines Boating Center had written notice that Des Moines Boating Center’s accounts with defendant and its subsidiaries had to be current as a precondition to the issuance of a rebate. West Bank had written notice of this prior to the time it attempted to take an assignment of Des Moines Boating Center’s interest in the rebates. Neither Des Moines Boating Center nor West Bank objected. When the 1987 rebate was paid, $12,521.04 of the total rebate went to defendant to satisfy existing accounts. No objections were made by West Bank.
Des Moines Boating Center admitted it sold defendant’s products out of trust and had no means or intention of paying for the products by the year’s end. Des Moines Boating Center’s financial condition prohibited it from purchasing products from defendant and paying its existing debt. By the end of 1988, the Des Moines Boating Center was in bankruptcy.
Considering these uncontroverted facts, there is no basis to find Des Moines Boating Center was a dealer in good standing at the end of 1988. I would reverse the judgment.