CMT Highway, LLC, an Iowa Limited Company v. Logan Contractors Supply, Inc., an Iowa Corporation

── CMT Highway, LLC, an Iowa Limited Company v. Logan Contractors Supply, Inc., an Iowa Corporation ── Court: Supreme Court of Iowa Date: April 24, 2026 Category: General In the Iowa Supreme Court No. 24–1158 Submitted February 18, 2026—Filed April 24, 2026 CMT Highway, LLC, Appellant, vs. Logan Contractors Supply, Inc., Appellee. On review from the Iowa Court of Appeals. Appeal from the Iowa District Court for Cedar County, Jeffrey D. Bert, business specialty court judge. Breaching seller in a sale of goods challenges whether a buyer’s purchase of “cover” goods complied with Iowa Code section 554.2712. Decision of the Court of Appeals Affirmed in Part and Vacated in Part; District Court Judgment Affirmed in Part, Vacated in Part, and Case Remanded. Oxley, J., delivered the opinion of the court, in which all justices joined. Molly M. Parker (argued), Steven J. Pace, Samuel E. Jones, and Kate Thorne of Shuttleworth & Ingersoll, Cedar Rapids, and Joseph C. Creen of Bush, Motto, Creen, Koury & Halligan, PLC, Davenport, for appellant. Michael W. Thrall (argued) and Matthew A. McGuire of Nyemaster Goode, P.C., Des Moines, and Roy Leaf of Nyemaster Goode, P.C., Cedar Rapids, for appellee.  2 Oxley, Justice. When a seller breaches a contract for the sale of goods, the buyer can choose to “cover” its loss by procuring substitute goods. Iowa Code § 554.2712(1) (2022). If the buyer makes “any reasonable purchase of . . . goods in substitution for those due from the seller,” then the buyer can recover damages from the seller for the difference between the more expensive substitute and the parties’ original contract. Id. § 554.2712(1)–(2); accord Kanzmeier v. McCoppin, 398 N.W.2d 826, 831–32 (Iowa 1987). This dispute concerns how a breaching seller’s offer to sell the same goods from the initial contract at a higher price affects the buyer’s cover remedy under section 554.2712. We hold that an aggrieved buyer is not required to deal with the breaching seller in exercising its right to cover. We also hold that substantial evidence supports the district court’s finding that the buyer properly mitigated its damages for the breach because its purchase of substitute goods from other vendors at then-current market prices was reasonable, despite the breaching seller’s lower offer. I. Factual Background and Proceedings. A. The Parties’ Relationship. A five-year business relationship between CMT Highway, LLC (CMT) and Logan Contractors Supply, Inc. (Logan Contractors) came to an end in 2021. The parties worked together on road-construction projects, manufacturing and supplying materials to general contractors who build or repair roads and highways for government entities. CMT manufactures dowel baskets, tie bar assemblies, loose dowel bars and tie bars, and other wire products. When concrete is poured for a road, dowel baskets are used at the saw joints to hold the adjoining slabs of concrete together, and the dowel bar assemblies help prevent the road from buckling.  3 Logan Contractors supplies goods and materials, including the dowel products like those produced by CMT, to general contractors for concrete paving projects. The bidding process for public road projects is competitive. Government entities post sets of plans with a specified completion date, requesting quotes from general contractors. General contractors then solicit quotes from suppliers like Logan Contractors, who in turn solicit quotes from manufacturers like CMT. The relationships between contractors in the paving industry tend to be collaborative because government entities ordinarily select the lowest bid. It is understood in the industry that contractors rely on the quotes they receive to