author: VANDE WALLE, Chief Justice.

text:
    2006 ND 108
    CITY OF BISMARCK, North Dakota, Plaintiff and Appellee v. MARINER CONSTRUCTION, INC., a North Dakota corporation, and Great American Insurance Company, an Ohio corporation, Defendants, Third-Party Plaintiffs, and Appellants v. Koch Materials Company, Third-Party Defendant.
    No. 20050322.
    Supreme Court of North Dakota.
    May 16, 2006.

      Randall J. Bakke (argued), Smith Bakke Porsborg & Schweigert, Bismarck, N.D., for plaintiff and appellee.
    B. Timothy Durick (appeared) and Patrick W. Durick (on brief), Pearce & Dur-ick, Bismarck, N.D., and Marvin T. Fa-byanske (argued) and Aaron A. Dean' (on brief), Fabyanske, Westra, Hart & Thompson, Minneapolis, MN, for defendants, third-party plaintiffs, and appellants.
   VANDE WALLE, Chief Justice.

[¶ 1] Mariner Construction, Inc., and Great American Insurance Company (“Mariner”) appealed from a district court order denying their post-trial motions after a jury found Mariner breached its contract with the city of Bismarck and awarded Bismarck $261,943 in damages, plus interest. We hold the district court misapplied the law in instructing the jury on Bismarck’s breach of contract claim, and we reverse and remand for proceedings consistent with this opinion.

I

[¶ 2] After competitive bidding, Bismarck and Mariner entered into an April 2000 -written contract that required Bismarck to pay Mariner $1,110,810.02 for work in street improvement district number 345- (“district 345”) in Bismarck. The contract required Mariner to use materials from a list of products provided and approved by Bismarck and to perform the work in district 345 according to Bismarck’s plans and specifications.

[¶ 3] Part of the contract required Mariner to apply bituminous chip seal coating to 185 city blocks in district 345. Chip seal coating involves using an oil distributer to apply hot oil to a street, followed by a chip spreader that covers the oil with aggregate rocks and chips, and a roller that embeds the chips into the oil. The cost allocated to the chip seal coating was approximately $261,943. Mariner completed the chip seal coating in August 2000. In December 2000, the Bismarck city engineer certified that Mariner’s work had been “completed according to the plans and specifications” and recommended final payment to Mariner. In December 2000, Bismarck paid Mariner for the chip seal coating.

[¶ 4] In a March 27, 2001 letter, the Bismarck city engineer informed Mariner there were signs of “premature bituminous seal coat failure” in district 345 “with several areas indicating major failures.” Mariner replied that it was looking into the cause of the failure of the chip seal coating. A dispute arose over the scope of Mariner’s warranty for the chip seal coating. The contract included a document entitled “Construction Specification for Municipal Public Works Improvements,” which, in section 122 of its general provisions, provided:

WARRANTY. The Contractor shall guarantee all work against faulty materials and workmanship for a period of one year from the date of final payment and the performance bond shall remain in full force and effect for the period.

The contract also included a document entitled “Proposal for Street Improvement District Number Three Hundred Forty-Five,” which required the work for district 345 to be performed in accordance with Bismarck’s “Construction Specification for Municipal Public Works Improvements.” The “Proposal for Street Improvement District Number Three Hundred Forty-Five” included specific provisions for “bituminous seal,” which provided in section 403-3.11:

Acceptance of the completed bituminous seal coat constructed in accordance with these specifications does not relieve the CONTRACTOR from the responsibility to repair any portions where the bituminous seal coat has failed or not remained in place during the term of the contract and its one year warranty period. The City Engineer’s representative and a representative of the CONTRACTOR shall review this project prior to the one (1) year warranty period expiration and determine any areas to be repaired.

[¶ 5] When negotiations between the parties did not resolve the dispute, Bismarck sued Mariner and its surety, Great American Insurance, alleging Mariner breached the contract by providing defective, substandard and inadequate labor and materials in the performance of its obligations in district 345; breached its performance warranty by refusing to repair the failed chip seal coating in district 345; negligently failed to perform its contractual obligations in a workmanlike manner; and was estopped from claiming it had no obligation to repair the chip seal coating. Mariner denied liability and claimed Bismarck’s plan and specifications for district 345 were defective. Mariner brought a third-party action against the oil supplier for the chip seal coating, Koch Materials Company.

[¶ 6] The district court granted Mariner’s motion for summary judgment on Bismarck’s negligence claim. The court also granted Mariner’s motion in limine to exclude evidence of settlement negotiations between Mariner and Bismarck, but the court said:

there may [be] some issues as to the otherwise excluded settlement negotiations which may be admissible if they can be presented to the jury in such a manner as to prevent bias as to potential and perceived liability admitted by Mariner during settlement talks. Some of the City’s contentions it specifically noted in its brief may be permitted if it can be done so in a manner that does not taint the jury with knowledge of potential liability. The City should be aware only very limited matters may be admitted.

At trial, the court granted Koch’s motion for directed verdict, dismissing Mariner’s third-party claim against Koch. The court denied cross motions by Bismarck and by Mariner for a directed verdict. A jury returned a special verdict, finding Mariner breached its contract with Bismarck and awarding Bismarck $261,943 in damages, plus interest. The court denied Mariner’s motion for judgment as a matter of law and for a new trial.

II

[¶ 7] We review this case in the posture of Mariner’s post-trial motions for judgment as a matter of law and for a new trial. A district court’s decision to grant or deny a motion for judgment as a matter of law is based upon whether the evidence, when viewed in the light most favorable to the party against whom the motion is made, leads to one conclusion about which there can be no reasonable difference of opinion. Symington v. Mayo, 1999 ND 48, ¶ 4, 590 N.W.2d 450. In determining whether the evidence is sufficient to create an issue of fact, a district court must accept the truth of the evidence presented by the non-moving party and the truth of all reasonable inferences from that evidence which support the verdict. Id. A court’s decision on a motion for judgment as a matter of law is fully renewable on appeal. Id.

[¶ 8] A district court’s denial of a motion for a new trial is reviewed for an abuse of discretion. Simpson v. Chicago Pneumatic Tool Co., 2003 ND 31, ¶ 10, 657 N.W.2d 261. A court abuses its discretion if it acts in an arbitrary, unreasonable, or unconscionable manner, its decision is not the product of a rational mental process leading to a reasoned determination, or it misinterprets or misapplies the law. Id.

Ill

[¶ 9] Mariner argues the district court erred in allowing the jury to interpret the contract. Mariner asserts the parties’ intent can be ascertained from the writing alone, and because the parties’ written contract is clear and unambiguous, the interpretation of the contract is a question for the court and not for the jury. Mariner claims the court failed to interpret the warranty and instruct the jury accordingly, and, instead, the court permitted the jury to decide a question of law outside the jury’s factfinding role. Mariner argues if the court had properly construed the contract, it would have informed the jury that Mariner provided a limited warranty that its work complied with Bismarck’s design and specifications. Mariner claims the contract did not contain a performance warranty covering any and all defects in the final product and the court erred in failing to instruct the jury how to read section 122 in conjunction with section 403-3.11.

[¶ 10] Bismarck responds section 403-3.11 unambiguously provides that Mariner was required to “repair any portions where the bituminous seal coat has failed or not remained in place during the term of the contract and its one year warranty,” and as a result, even if the district court had interpreted the contract as a matter of law, Mariner would not have prevailed because it was undisputed the chip seal coating failed during the one-year warranty. Bismarck claims Mariner’s interpretation of section 122 would render the warranty against faulty materials meaningless, because under Mariner’s interpretation, Bismarck required Mariner to use the specific materials and Mariner could never be liable for faulty materials. Bismarck also argues, to the extent the court may have deemed sections 122 and 403-3.11 ambiguous, the interpretation of those provisions was properly submitted to the jury. Bismarck claims the court implicitly determined the contract was ambiguous, because the court allowed the parties to make arguments regarding the proper interpretation of those provisions. Bismarck also argues application of the warranty provision in section 122 required a factual determination whether there were faulty materials or workmanship in Mariner’s work, and the evidence at the trial was overwhelming that Mariner’s faulty workmanship and application resulted in defective chip seal coating.

[¶ 11] The object of interpreting and construing a contract is to ascertain and give effect to the parties’ mutual intention at the time of contracting. N.D.C.C. § 9-07-03; Fargo Foods, Inc. v. Bernabucci, 1999 ND 120, ¶ 13, 596 N.W.2d 38. The interpretation of a written contract to determine its legal effect is a question of law. Bernabucci, at ¶ 13. Except as otherwise provided by law, public and private contracts are interpreted by the same rules of interpretation. N.D.C.C. § 9-07-01. The parties’ intention must be ascertained from the writing alone, if possible. N.D.C.C. § 9-07-04; Bernabucci, at ¶ 13. A contract must be construed as a whole to give effect to each provision, if reasonably possible. N.D.C.C. § 9-07-06; Bemabucci, at ¶ 13. A contract must be interpreted to make it lawful, operative, definite, reasonable, and capable of being carried into effect. N.D.C.C. § 9-07-08. Words in a contract must be construed in their ordinary and popular sense. N.D.C.C. § 9-07-09; Bernabucci, at ¶ 13. If a contract is uncertain, the language of the contract should be interpreted most strongly against the party who caused the uncertainty to exist; however, for contracts between a public entity and a private party, it is presumed that all uncertainty was caused by the private party. N.D.C.C. § 9-07-19. See Kaler v. Kraemer, 1999 ND 237, ¶ 19, 603 N.W.2d 698. Under N.D.C.C. § 9-08-02.1, any provisions in a construction contract which would make the contractor liable for the owner’s errors or omissions in the plans and specifications of the contract are against public policy and void.

[¶ 12] If a written contract is unambiguous, extrinsic evidence is not admissible to contradict the written language. Lire, Inc. v. Bob’s Pizza Inn Rests., Inc., 541 N.W.2d 432, 434 (N.D. 1995). If a written contract is ambiguous, however, extrinsic evidence may be considered to show the parties’ intent. Id. Whether or not a contract is ambiguous is a question of law. Id. An ambiguity exists when rational arguments can be made in support of contrary provisions as to the meaning of the language in question. Id.

[¶ 13] Here, in the context of granting Bismarck’s pre-trial motion to exclude proposed testimony of Mariner’s expert about the interpretation of the contract, the district court ruled the contract was “not ambiguous.” During trial, the court sustained objections to questions about the meaning of the contract, stating the contract “speaks for itself.” However, in denying Bismarck’s motion for directed verdict, the court said the “two warranty provisions have to be read together and I’m not sure that they would be read as you suggest. I think we’ll leave that for the jury to decide.” The court instructed the jury:

CONTRACT — INTERPRETATION
The language of a contract governs its interpretation if the language is clear and explicit and does not involve an absurdity. A contract must be interpreted to give effect to the mutual intention of the parties as it existed at the time of contracting to the extent their intention is ascertainable and lawful.
When a contract is written, the intention of the parties is to be determined from the writing alone, if possible.
A contract must be interpreted to make it lawful, operative, definite, reasonable, and capable of being carried into effect, if that can be done without violating the intention of the parties. The words of a contract are to be interpreted in their ordinary and popular sense unless used by the parties in a technical sense, or unless a special meaning is given to the words by usage, in which case the technical sense or special meaning must be followed. The whole contract is to be taken together so as to give effect to every part if reasonably practicable. Each clause is to help interpret the others.
A contract may be explained by reference to the circumstances under which it was made and the matter to which its relates. The terms of a contract extend only to those things it appears the parties intended it to cover.
CONTRACT — BREACH
A breach of contract is a failure to perform all or any part of what is warranted or required in a contract.

[¶ 14] Jury instructions must fairly and adequately inform the jury of the applicable law and must not mislead or confuse the jury. Nesvig v. Nesvig, 2004 ND 37, ¶ 12, 676 N.W.2d 73. We review jury instructions as a whole, and instructions are adequate if they fairly advise the jury on the essential issues of the case. Id.

[¶ 15] Although the district court held in a pre-trial ruling that the contract was “not ambiguous” and precluded the admission of evidence during trial about the parties’ intent, the court’s instructions effectively authorized the jury to interpret the contract. Our law for interpreting contracts requires the court to initially determine if the contract is ambiguous, which is a question of law. Lire, 541 N.W.2d at 434. In a breach of contract action, if the contract is unambiguous, the court interprets the meaning of the contract as a matter of law and the trier of fact determines if the contract, as construed by the court, has been breached. See Wachter v. Gratech Co., Ltd., 2000 ND 62, ¶ 17, 608 N.W.2d 279. If a contract is ambiguous, the trier of fact may consider extrinsic evidence about the parties’ intent to determine the meaning of the contract. See Lire, at 434. After that preliminary step in which the trier of fact determines the meaning of the contract, the trier of fact then decides whether the parties have breached the contract. See Olander Contracting Co. v. Wachter Invests., 2002 ND 65, ¶ 13, 643 N.W.2d 29.

[¶ 16] Here, the district court did not follow that procedure; rather, the court held the contract was “not ambiguous” and sustained objections to proffered testimony about the meaning of the contract. The court nevertheless instructed the jury on rules for interpreting the contract and that the failure to perform all or any part of what was warranted or required in the contract was a breach of contract without instructing the jury what the contract required. Moreover, the special verdict only asked whether Mariner breached the contract without any specificity about faulty workmanship or materials. We conclude the court’s instructions did not fairly and adequately advise the jury on the applicable law for a breach of contract claim. We therefore conclude the court misapplied the law for resolving Bismarck’s breach of contract claim against Mariner and abused its discretion in denying Mariner’s motion for a new trial.

[¶ 17] We agree with the district court that the contract is not ambiguous. Under the plain language of the general warranty provision of section 122, Mariner guaranteed all work in district 345 against faulty materials and workmanship for a period of one year from the date of final payment. The specific provision in section 403-3.11 applies to bituminous seal and provides that acceptance of the seal coat constructed in accordance with the specifications does not relieve Mariner from responsibility for repairing any portions where the seal coat has failed or not remained in place during the term of the contract and its one-year warranty period. The parties’ intention must be ascertained from the writing alone, if possible. N.D.C.C. § 9-07-04. We construe those contract provisions as a whole to give effect to each provision, if reasonably possible. N.D.C.C. § 9-07-06. We also, construe those provisions in their ordinary and popular sense, see N.D.C.C. § 9-07-09, to accomplish a lawful objective. N.D.C.C. § 9-07-08. Any provisions in a construction contract which would make a contractor liable for errors in an owner’s plans or specifications are void. N.D.C.C. § 9-08-02.1. This contract was for a public street project that was subject to competitive bidding, and although the parties have offered legal arguments about the meaning of the contract, they have not identified any extrinsic evidence about the parties’ intent. Finally, as we have already noted, if there is any uncertainty in contracts between a public entity and a private party, our rules of interpretation presume all uncertainty was caused by the private party. N.D.C.C. § 9-07-19. See Kaler, 1999 ND 237, ¶ 19, 603 N.W.2d 698.

[¶ 18] Under those rules of interpretation, we construe the provisions of sections 122 and 403-3.11 together to mean Mariner guaranteed all of its work for one year from the date of final payment for faulty materials and workmanship not due to Bismarck’s specifications, and acceptance of the seal coat did not relieve Mariner from responsibility to repair any portions of the seal coat during the term of the warranty where the seal coat failed or did not remain in place because of faulty materials or workmanship not due to Bismarck’s specifications. Under the contract, Mariner was required to repair all work against faulty materials or workmanship not due to Bismarck’s specifications for one year after the payment by Bismarck in December 2000.

[¶ 19] Mariner nevertheless claims there was insufficient evidence and inferences for the jury to determine Mariner’s application of the chip seal coating constituted faulty workmanship. Mariner essentially claimed Bismarck’s plans and specifications for the project were defective, an issue we discuss later. Bismarck essentially argued the contract required Mariner to repair the chip seal coating regardless of whether there were defects in the materials or workmanship. The district court instructed the jury that the failure to perform all or any part of what was warranted or required under the contract was a breach of contract without instructing the jury what the contract required. The special verdict only asked whether Mariner breached the contract without any specificity about faulty workmanship or materials. In view of the parties’ claims about what the contract required and the district court’s instructions, we are unable to discern the basis for the jury’s decision. There was evidence that during the application procedure, the oil was not applied at an appropriate rate and temperature. Under appropriate instructions on the meaning of the contract, a question of fact exists whether Mariner breached the contract by providing faulty materials and workmanship which were not due to Bismarck’s specifications.

IV

[¶ 20] We also consider other issues likely to arise on remand. See Schlossman & Gunkelman, Inc. v. Tallman, 1999 ND 89, ¶30, 593 N.W.2d 374. Mariner argues the district court erred in allowing Bismarck to introduce evidence about settlement negotiations and other jobs and to make prejudicial statements during trial about the use of taxpayers’ money.

A

[¶21] Offers of compromise generally are not admissible to prove liability, non-liability, or the amount of a claim under N.D.R.Ev. 408, which provides.:

Evidence of (1) furnishing, offering, or promising to furnish, or (2) accepting, offering, or promising to accept, a valuable consideration in compromising or attempting to compromise a claim which was disputed as to either validity or amount, is not admissible to prove liability for, invalidity of, or amount of the claim or any other claim. Evidence of conduct or statements made in compromise negotiations is likewise not admissible. Exclusion of any evidence otherwise discoverable merely because it is presented in the course of compromise negotiations is not required. This rule does not require exclusion if the evidence is offered for another purpose, such as proving bias or prejudice of a witness, disproving a contention of undue delay, or proving an effort to obstruct a criminal investigation or prosecution.

[¶ 22] Rule 408, N.D.R.Ev., furthers a well-recognized public policy encouraging out-of-court compromise and settlement of disputed claims to avoid costly and time-consuming litigation. Schlossman & Gunkelman, 1999 ND 89, ¶ 15, 593 N.W.2d 374. The exclusionary provisions of N.D.R.Ev. 408 apply to settlement evidence for a claim that is disputed as to either the validity or the amount. Schlossman & Gunkelman, at ¶ 17. Settlement evidence may be admissible for other purposes, such as proving bias or prejudice of a witness, disproving a contention of undue delay, or proving an effort to obstruct a criminal investigation or prosecution. Id. at ¶ 21. Settlement evidence is not automatically admissible when offered for another purpose. Id. at ¶22. In deciding whether to admit settlement evidence, a district court must carefully exercise its discretion and balance the probative value of the evidence for a permissible purpose against the prejudicial effect and risk the evidence will be used for an improper purpose. Id. at ¶ 23. If settlement evidence is admitted into evidence, however, the court must instruct the jury regarding its limited admissibility. Id. at ¶ 25.

[¶ 23] Here, the district court granted Mariner’s pre-trial motion in limine to exclude evidence of settlement negotiations. At trial, the court agreed to admit statements made during settlement correspondence in an exhibit that summarized entries from letters between Bismarck and Mariner. The court did not, however, instruct the jury regarding the limited admissibility of that exhibit. Mariner claims it did not have a chance to respond to that evidence and was profoundly prejudiced by the court’s erroneous admission of the exhibit. We assume the lack of opportunity to respond will not arise on remand. However, the district court’s decision to admit settlement evidence is within its discretion, and the court must balance the probative value of the evidence against the prejudicial effect and risk the evidence will be used for an improper purpose. See Schlossman & Gunkelman, 1999 ND 89, ¶23, 593 N.W.2d 374. If the court decides to admit settlement evidence after the appropriate balancing under N.D.R.Ev. 408 and 403, the court must give a limiting instruction regarding the limited admissibility and purpose of the evidence. See Schlossman & Gunkelman, at ¶ 25.

B

[¶ 24] Mariner argues the district court erred by allowing Bismarck to present evidence about Mariner’s performance on other jobs. Mariner claims the evidence about other jobs was not relevant. A district court’s determination whether evidence is relevant is discretionary and is subject to review under an abuse-of-discretion standard. Wolf v. Estate of Seright, 1997 ND 240, ¶ 14, 573 N.W.2d 161. On this record, we find no abuse of discretion.

C

[¶ 25] Mariner argues the district court erred in allowing Bismarck to make prejudicial statements about saving taxpayers’ money and suggesting the jury should find for Bismarck to save taxpayers’ money. The scope and substance of opening and closing arguments are subject to control by the district court, and we will not reverse a district court’s decision absent an abuse of discretion. Andrews v. O’Hearn, 387 N.W.2d 716, 731 (N.D.1986). Here, Mariner did not object to Bismarck’s statements during trial, and if this issue arises on remand, the foregoing principles govern.

V

[¶ 26] Mariner argues the district court erred in instructing the jury on the burden of proving Bismarck’s plans and specifications were defective. The court instructed the jury:

You will be required to determine who had the burden of proving whether the plans or specifications were defective. If you find the City had given final acceptance to the work done by Mariner, the City would be required to prove the plans and specifications were not defective in order to recover from Mariner. If you find the City had not given final acceptance to the work done by Mariner, Mariner would be required to prove the plans and specifications were defective in order to avoid liability.

Under the contract, Mariner was required to repair all work against faulty materials or workmanship for one year after the payment by Bismarck in December 2000. If this issue arises on remand, the court should give an appropriate instruction requiring Mariner to prove Bismarck’s plans and specifications were defective. See Mayville-Portland Sch. Dist. v. C.L. Linfoot Co., 261 N.W.2d 907, 911-13 (N.D. 1978). See also N.D.C.C. § 9-08-02.1.

VI

[¶ 27] We reverse the district court order and remand for proceedings consistent with this opinion.

[¶ 28] ZANE ANDERSON, S.J., CAROL RONNING KAPSNER, MARY MUEHLEN MARING, and DANIEL J. CROTHERS, JJ., concur.

[¶ 29] The Honorable ZANE ANDERSON, D.J., sitting in place of SANDSTROM, J., disqualified.


source: Caselaw Access Project

author: CADY, Justice.

license: Public Domain

text:
    CLINTON PHYSICAL THERAPY SERVICES, P.C., Appellant, v. JOHN DEERE HEALTH CARE, INC. and John Deere Health Plan, Inc., f/k/a Heritage National Health Plan, Inc., Appellees.
    No. 04-1893.
    Supreme Court of Iowa.
    May 12, 2006.

      Peter C. Riley of Tom Riley Law Firm, P.L.C., Cedar Rapids, for appellant.

      Jeffrey D. Martens of Bozeman, Neighb-our, Patton & Noe, LLP, Moline, Illinois, for appellees.
   CADY, Justice.

In this appeal from a judgment entered by the district court following a jury verdict in a breach-of-contract action, we must primarily consider the parameters within which the district court may resolve and correct inconsistencies in a verdict and reform the jury’s answers to questions in the verdict in lieu of granting a new trial. We conclude the district court erred in failing to grant a new trial in this case. We reverse and remand for a new trial on all issues.

I. Background Pacts and Proceedings

Clinton Physical Therapy Services, P.C. (CPT) is an Iowa corporation with its principal place of business in Clinton. It also has offices in DeWitt and Davenport, Iowa and Morrison and Savanna, Illinois. On April 15,1996, CPT entered into a contract with John Deere Health Care, Inc. (John Deere), a health maintenance organization, to be a “network provider” of physical therapy services to John Deere plan members. The Davenport office was not in existence at the time the contract was executed, and the agreement was silent on which of CPT’s offices were covered by the agreement.

The Davenport office, also called the Plaza office, opened in August 1997. CPT notified John Deere of the new Davenport office by letter on August 11 and indicated it wanted the office to be covered by the network-provider contract. John Deere initially paid for services provided at the Davenport office, but claimed it did not realize the payments were for services performed at the office at the time the payments were made. It later took the position that the office was not a covered facility under the contract, and denied claims for services performed at the Davenport office.

John Deere sent CPT letters on April 23 and June 1, 1999 stating the Davenport office was not covered by the contract. Nevertheless, CPT continued to provide services to John Deere plan members at the Davenport office. Ultimately, CPT provided services to approximately 300 John Deere plan members over 2775 visits at the Davenport office without reimbursement from John Deere at the $50-per-visit rate under the contract. This amounted to $138,750 in unpaid services up to August 2001. Of this amount, $128,200 in services were rendered after John Deere notified CPT in writing that services at the Davenport office would not be paid. In August 2001, the parties entered into a new contract. The new contract contained a specific clause indicating that John Deere had discretion to pay for services provided by CPT at a new office location.

In February 2003, CPT brought a breach-of-contract action against John Deere. CPT claimed John Deere breached the 1996 contract by refusing to pay for services provided to John Deere plan members at the Davenport office. John Deere claimed the Davenport office was not covered by the contract. It also claimed that even if it was covered, CPT failed to mitigate its damages by continuing to treat John Deere plan members at the Davenport office after receiving notice from John Deere that the services would not be reimbursed, and not billing the plan members for the services.

The case was tried to a jury. At trial, CPT offered the 2001 contract into evidence as an aid to interpret the 1996 contract. John Deere claimed the clause pertaining to new locations in the 2001 contract was in the nature of a subsequent remedial measure and was not relevant. The district court excluded the contract from the evidence. The case was submitted to the jury on a verdict form that required the jury to answer a series of questions and determine the amount of damages in the event a breach of contract was established. The form provided:

We find the following verdict on the questions submitted to us:
Question No. 1: Did the terms of the contract allow for the Plaintiff to add its new Plaza or North Scott, location by providing written notification to Defendants of the opening of that office?
Answer “yes” or “no.”
ANSWER: _
(If your answer is “no,” do not answer any further questions)
Question No. 2: Did the Plaintiff comply with all the terms of the contract that were required unless excused?
Answer “yes” or “no.”
■ANSWER: _
(If your answer is “no,” do not answer any further questions)
Question No. 3: Did the Defendant breach its contract with Plaintiff?
ANSWER: _
(If your answer is “no,” do not answer any further questions)
Question No. 4: Did the Plaintiff fail to mitigate its damages?
Answer “yes” or “no.”
ANSWER: _
Question No. 5: State the amount of damages sustained by the Plaintiff as to each of the following items of damages:
A. The reasonable value, at the contracted rate, of outstanding charges for treatment provided by Plaintiff in its Plaza facility to Defendants’ eligible members from 1997 through July 31, 2001.
$-
B. The reasonable value of Plaintiffs lost profits from the loss of referrals of Defendants’ members to its Plaza facility from 1997 through July 31, 2001.
$-
Question No. 6: State the amount of damages which Plaintiff failed to mitigate.
$-
Question No. 7: State the total amount of recoverable damages to the Plaintiff. (The total of the answer to Question 6 minus the total of the answer to Question 7).
$-

The parties consented to a sealed verdict, which permitted the jury to be discharged after reaching the verdict without reporting its findings in open court in the presence of the parties. See Iowa R. Civ. P. 1.931(3) (“When, by consent of the parties and the court, the jury has been permitted to seal its findings and separates before it is rendered, such sealing is equivalent to a rendition and a recording thereof in open court, and such jury shall not be polled or permitted to disagree with respect thereto”).

After a period of deliberations, the jury notified the judge that it had reached a verdict. The judge discharged the jury without notifying the attorneys for the parties. In response to the first three questions in the verdict, the jury found that the network-provider contract did allow CPT to add the Davenport office, that CPT complied with all the terms of the contract, and that John Deere breached the contract. In response to question 4, the jury found that CPT did not fail to mitigate its damages. It then found CPT suffered $138,750 in damages in response to question 5, subpart A. These damages were defined as the reasonable value of the service provided to John Deere members at the Davenport office from August 1997 through July 2001. However, question 6 required the jury to state the amount of damages CPT failed to mitigate. The jury answered $128,200. Finally, the jury found the total amount of damages CPT could recover was $10,550. The district court entered a judgment for $10,550 in favor of CPT.

CPT subsequently filed a motion for a new trial. It claimed the verdict was inconsistent because the answers showed the jury found it did not fail to mitigate damages yet found its damages should be reduced by $128,200. It claimed this inconsistency warranted a new trial under Iowa Rule of Civil Procedure 1.1004(5). CPT also asserted that a new trial was warranted because the district court erred in failing to admit the 2001 contract into evidence.

John Deere resisted the motion for new trial. It argued CPT waived its right to a new trial by agreeing to a sealed verdict and failing to move for resubmission of the case before the jury was discharged. Alternatively, John Deere argued the verdict was not so logically inconsistent that it could not be harmonized.

John Deere claimed that a reasonable explanation existed for the inconsistent answers based on the changes in the damage figures made by the jury on the verdict form. The verdict form revealed the jury originally inserted $10,550 for the total amount of damages sustained by CPT (value of services provided from 1997 to 2001) in response to question 5, subpart A. It also originally inserted zero in response to the request in question 6 to state the amount of damages CPT failed to mitigate. Thus, up to this point, the verdict answers were not inconsistent, and John Deere theorized that the jury had decided that CPT’s damages were limited to reimbursement for services it provided prior to the time John Deere notified CPT in 1999 that it would not provide reimbursement. Question 7 then informed the jury to determine the “total amount of recoverable damages” by subtracting the amount of damages CPT failed to mitigate from CPT’s total damages (reasonable value of services provided from 1997 to 2001). At this point, John Deere surmises that the jury understood it needed to show its math by subtracting the amount of damages CPT failed to mitigate from the total value of the unreimbursed services rendered over the course of the contract. John Deere believed the jury went back to questions 5 and 6 to show its math, but neglected to return to question 4 to change its answer to “yes,” consistent with the procedure required under the instructions to reach the recoverable amount of damages.

The district court determined that CPT did not waive the inconsistency issue by failing to object before the jury was discharged. However, the court denied the motion for new trial on its merits. The court accepted John Deere’s explanation that the jury intended for its answers to be consistent. The court then reformed the jury’s answer to question 4 (“Did the Plaintiff fail to mitigate its damages?”) to “yes” to conform to the remainder of the verdict, and concluded that “[t]he jury’s determinations were not inconsistent and the verdict effectuate[d] substantial justice between the parties.”

CPT appealed. It claimed the district court erred by failing to grant a new trial based on the inconsistent answers in the verdict. We transferred the case to the court of appeals. The court of appeals affirmed, reasoning that while the jury’s answers to questions four and six were “facially ... inconsistent,” the jury must have intended to find that CPT failed to mitigate its damages because it reduced the total damages by $128,200 — the amount of damages CPT sustained after John Deere’s April 1999 notice that the Davenport office was not covered under the contract. It also found the district court did not abuse its discretion in failing to admit the 2001 contract into evidence. CPT applied for further review, which we granted.

II. Standard of Review

“ ‘The scope of our review of a district court’s ruling on a motion for new trial depends on the grounds raised in the motion.’ ” Richards v. Anderson Erickson Dairy Co., 699 N.W.2d 676, 678 (Iowa 2005) (quoting Channon v. United Parcel Serv., Inc., 629 N.W.2d 835, 859 (Iowa 2001)). If the motion for a new trial was “ ‘based on a discretionary ground, we review it for an abuse of discretion.’ ” Id. (quoting Roling v. Daily, 596 N.W.2d 72, 76 (Iowa 1999)). In contrast, if the motion was “ ‘based on a legal question, our review is on error.’ ” Id. (quoting Roling, 596 N.W.2d at 76).

In this case, the underlying ground for the motion for new trial was based on a claim of inconsistent answers in the verdict. Generally, the trial court has some discretion when faced with inconsistent answers in a verdict. See Dutcher v. Lewis, 221 N.W.2d 755, 762 (Iowa 1974) (“The trial court has three alternatives where the answers are consistent with each other but inconsistent with the general verdict: (1) order judgment appropriate to the answers notwithstanding the verdict; (2) order a new trial; or (3) send the jury back for further deliberations. Ordinarily, it is discretionary with the court as to which of these alternatives to choose.”). However, the question whether a verdict is inconsistent so as to give rise to the exercise of that discretion is a question of law. See Redmond v. Socha, 216 Ill.2d 622, 297 Ill.Dec. 432, 837 N.E.2d 883, 895 (2005) (“[WJhether two verdicts are legally inconsistent is a question of law.”); State v. Leake, 699 N.W.2d 312, 325 (Minn.) (“The question of whether verdicts are legally inconsistent is a question of law .... ” (Citation omitted.)), cert. denied, — U.S. -, 126 S.Ct. 745, 163 L.Ed.2d 583 (2005); accord State v. Harris, 294 Mont. 397, 983 P.2d 881, 884 (1999); State v. Thompson, 328 Or. 248, 971 P.2d 879, 891 (1999). Therefore, we review the district court’s conclusion as to whether answers are inconsistent for correction of errors at law. See Richards, 699 N.W.2d at 678 (stating when a motion for a new trial “ ‘is based on a legal question, our review is on error’ ” (quoting Roling, 596 N.W.2d at 76)). We generally review the admission of evidence at trial for an abuse of discretion. State v. Price, 692 N.W.2d 1, 3 (Iowa 2005) (citing State v. Dullard, 668 N.W.2d 585, 589 (Iowa 2003)).

III. Verdict

We first address the argument by John Deere that CPT waived its right to seek a new trial based on inconsistent answers in the verdict by consenting to a sealed verdict. When parties agree to a sealed verdict, they lose their right to have a verdict returned in open court where inquiry can be made into its findings. See Iowa R. Civ. P. 1.931. Consequently, it is not possible to use additional deliberations as a remedy for an inconsistency in a verdict when a sealed verdict is used in a case. However, further deliberation to remedy an inconsistency in the verdict is only one available remedy. The other remedies are to grant a new trial or attempt to reconcile the inconsistencies. Id. r. 1.934. Thus, a sealed verdict may constitute a waiver of the additional-deliberations option, but it would not constitute a waiver of other remedies. CPT did not waive its right to request a new trial by agreeing to a sealed verdict. Thus, we proceed to consider the merits of the claim.

Jury verdicts in Iowa can be in the form of a general verdict, special verdict, or general verdict with special interrogatories. See Iowa Rs. Civ. P. 1.932-.934. A general verdict is a verdict in which the jury only makes a finding in favor of one party over the other party. See Black’s Law Dictionary 1555 (7th ed.1999) (defining “general verdict” as “[a] verdict by which the jury finds in favor of one party or the other, as opposed to resolving specific fact questions”). A special verdict consists entirely of questions that elicit special written answers to resolve the material issues of fact in the case, and the court then enters judgment based on the findings made by the jury. Pexa v. Auto Oumers Ins. Co., 686 N.W.2d 150, 160 (Iowa 2004); see Black’s Law Dictionary 1555 (defining “special verdict” as “[a] verdict that gives a written finding on each issue, leaving the application of law to the judge”); see also McConnell v. ALCOA 367 N.W.2d 245, 246 n. 1 (Iowa 1985) (distinguishing between special verdicts and special interrogatories accompanying general verdicts). The answers by the jury become special written findings of fact. McConnell, 367 N.W.2d at 246 n. 1. No general verdict is entered by the jury, and the jury does not consider the effect of its special findings. See Pexa, 686 N.W.2d at 161 (stating that when special verdicts are submitted, “ ‘it is wholly unnecessary and is generally improper for the jury to be concerned with the effect of its special findings’ ” (quoting Poyzer v. McGraw, 360 N.W.2d 748, 753 (Iowa 1985))). Instead, the court enters judgment by applying the law to the findings. Id. at 160; Black’s Law Dictionary 1555. A special verdict is normally used in eases involving complicated legal principles to help simplify the resolution of the case and to force the jury to focus on the important issues in the case. Poyzer, 360 N.W.2d at 753.

A general verdict may be supplemented with written interrogatories that cover certain issues of fact upon which the verdict is based. Iowa R. Civ. P. 1.934. These are called “special interrogatories.” Black’s Law Dictionary 825; see also McConnell, 367 N.W.2d at 246 (“In order to avoid confusion, a special verdict should not be called an interrogatory.”). Like a special verdict, special interrogatories help to focus the jury on the important issues in the case that bear upon the general verdict the jury must reach. See Willametz v. Guida-Seibert Dairy Co., 157 Conn. 295, 254 A.2d 473, 476 (1968) (“The primary purpose of an interrogatory is to elicit a determination of material facts and to furnish the means of testing the correctness of the verdict rendered.” (Citation omitted.)); Burmac Metal Finishing Co. v. W. Bend Mut. Ins. Co., 356 Ill.App.3d 471, 292 Ill.Dec. 235, 825 N.E.2d 1246, 1259 (2005) (“ ‘The purpose of a special interrogatory is not to instruct the jury, but to act as a check on its verdict.’ Specifically, special interrogatories are used to test the general verdict against the jury’s conclusions as to the ultimate controlling facts.” (Citation omitted.)); Freeman v. Norfolk & W. Ry., 69 Ohio St.3d 611, 635 N.E.2d 310, 313 (1994) (“The purpose of an interrogatory is to ‘test the jury’s thinking in resolving an ultimate issue so as not to conflict with its verdict.’ ” (Citation omitted.)).

Both special verdicts and special interrogatories submitted with a general verdict are findings by the jury that the court uses to enter judgment — like pieces of a puzzle. In the case of special verdicts, the jury merely gives the court the pieces, and the court assembles the puzzle and enters judgment. In the case of a general verdict with special interrogatories, the jury assembles the puzzle to complete the picture. If all the pieces fit together correctly, the court enters judgment. However, if the pieces do not fit together correctly, the court can see what went wrong and attempt to fix the puzzle instead of starting over again with a new jury. Each puzzle piece, or finding, must be supported by the evidence presented. Cowan v. Flannery, 461 N.W.2d 155, 158 (Iowa 1990). Furthermore, the findings made cannot be internally inconsistent. See Dutcher, 221 N.W.2d at 761 (“[W]hen there is an irreconcilable conflict between the general verdict and special findings the latter must prevail and the general verdict cannot stand.”); 89 C.J.S. Trial § 992, at 603 (2001) (stating that when findings in special verdicts “are utterly and irreconcilably inconsistent with, or repugnant to, each other, they neutralize, nullify, or destroy each other”).

Our rules of civil procedure contemplate instances of inconsistent findings by the jury, and specifically address conflicts in answers to special interrogatories submitted with a general verdict. Iowa R. Civ. P. 1.934. If the interrogatory answers are consistent with each other but any answer is inconsistent with the general verdict, then the court has three options to consider. Id. It may send the jury back for additional deliberations, enter judgment according to the special interrogatory answers, or grant a new trial. Id.; accord Berghammer v. Smith, 185 N.W.2d 226, 234 (Iowa 1971) (noting special interrogatories trump the general verdict in case of a conflict). However, if the interrogatory answers are inconsistent with each other and any is inconsistent with the general verdict, the options of the court are narrowed to two. Iowa R. Civ. P. 1.934. The court may either send the jury back for additional deliberations or grant a new trial. Id. In this instance, the court no longer has the option to enter judgment. This option is not available because inconsistent answers constitute inconsistent findings that cannot support a judgment. See Bangs v. Pioneer Janitorial of Ames, Inc., 570 N.W.2d 630, 632 (Iowa 1997) (“If a verdict is internally inconsistent ..., and there is no way to determine the jury’s intent, the proper remedy is a new trial.” (citing Cowan, 461 N.W.2d at 160; Hoffman v. Nat'l Med. Enters., Inc., 442 N.W.2d 123, 127 (Iowa 1989))); cf. 89 C.J.S. Trial § 992, at 603 (stating that when findings in special verdicts “are utterly and irreconcilably inconsistent with, or repugnant to, each other, they neutralize, nullify, or destroy each other”).

Although rule 1.933, governing special verdicts, does not specifically address the possibility of an internal inconsistency in the answers in the special verdict, we recognize that rule 1.934, governing special interrogatories supplementing general verdicts, is construed together with rule 1.933. See Crookham v. Riley, 584 N.W.2d 258, 269 (Iowa 1998) (stating the rules are construed in pari materia, meaning “taken together as if they were one law, ... construed together as though they constituted one act” (citing Fitzgerald v. State, 220 Iowa 547, 553, 260 N.W. 681, 683 (1935))). Thus, the rules governing inconsistent special interrogatory answers would apply to inconsistent answers in a special verdict. Both answers constitute special findings in the case and must be internally consistent. If not, the court must either resume deliberations or grant a new trial. Iowa R. Civ. P. 1.934. Inconsistent answers that constitute special findings cannot support a judgment. Our prior cases illustrate this rule. Compare Crookham, 584 N.W.2d at 269 (when answers to special verdict in malpractice action finding lawyer negligent were consistent with each other but inconsistent with a general verdict for the lawyer on a counterclaim for unpaid fees, trial court had discretion to consider all options including entering judgment for client on the counterclaim consistent with the answers to the special verdict), and Dutcher, 221 N.W.2d at 762 (answers to special interrogatories were consistent with each other but one was inconsistent with the general verdict; court was within its discretion in ordering new trial in lieu of other two options of resubmission or entering judgment), with Bangs, 570 N.W.2d at 632 (answers to special verdict were inconsistent with each other (damage itemization awarded $100,000 for past and future pain and suffering but $0 for medical expenses); new trial was required because there was no way to determine whether jurors denied medical expenses because they thought they were paid by a third party or whether they compromised on liability by reducing total damages awarded), and Guzman v. Des Moines Hotel Partners, Ltd., 489 N.W.2d 7, 12 (Iowa 1992) (stating the court properly resubmitted the case to the jury when answers in special verdict were internally inconsistent in that the jury found negligence, but no proximate cause and then proceeded further to award damages), and Cowan, 461 N.W.2d at 160 (trial court abused its discretion in failing to grant new trial where answers in special verdict were inconsistent with each other (awarded $21,220 for medical expenses but $0 for pain and suffering)), and Shewry v. Heuer, 255 Iowa 147, 155, 121 N.W.2d 529, 534 (1963) (trial court abused its discretion by failing to order a new trial when special verdicts were internally inconsistent (awarded medical expenses but no pain and suffering)). But see Berhow v. Kroack, 195 N.W.2d 379, 384 (Iowa 1972) (trial court properly granted judgment notwithstanding the verdict when answers to special interrogatories were internally inconsistent and inconsistent with general verdict).

The parties maintain that the verdict in this case constituted a special verdict, and they dispute how the rules apply to resolve the case. While the verdict did not actually require the jury to enter a general verdict, it did require the jury to determine the total recoverable damages by subtracting the amount of damages CPT failed to mitigate from the total damages sustained from the breach of the contract. This is not a process normally associated with a special verdict. See Pexa, 686 N.W.2d at 160 (stating that in a special verdict, “the jury resolves pertinent factual issues pursuant to the court’s instructions, and the trial court enters the general verdict ‘by applying the applicable law to the jury’s factual determinations’ ” (citation omitted; emphasis added)). Nevertheless, the rules governing inconsistent answers in a verdict are the same. Whether the answers are in response to special interrogatories or are answers to a special verdict, if they are inconsistent, then the court must either resume deliberations or grant a new trial. Iowa R. Civ. P. 1.934; see Crookham, 584 N.W.2d at 269 (stating rules 1.933 and 1.934 are construed in pari materia).

It is fundamental that these principles only apply to inconsistent verdicts or inconsistent answers within the verdict. If the answers are not inconsistent, the court, of course, is permitted to enter judgment consistent with the answers. Iowa R. Civ. P. 1.934. Thus, the first step in the application of the rule is to determine if an inconsistency exists.

We have said that a verdict is not inconsistent if it can be harmonized in a reasonable manner consistent with the jury instructions and the evidence in the case, including fair inferences drawn from the evidence. Hoffman, 442 N.W.2d at 126-27. The test recognizes that the determination of whether two answers are inconsistent requires the court to consider how the jury could have viewed the evidence and how that view of the evidence fits into the requirements of the instructions or the law applicable to the case. See 66 C.J.S. New Trial § 82, at 172 (1998) (“In determining whether findings or answers are inconsistent or irreconcilable so as to warrant a new trial, the findings or answers are to be construed in light of the surrounding circumstances and in connection with the pleadings, instructions and issues submitted.”). Ultimately, two answers are not inconsistent if they can be harmonized under the evidence and the instructions. See, e.g., Foggia v. Des Moines Bowlr-O-Mat, Inc., 543 N.W.2d 889, 892 (Iowa 1996) (jury’s award of damages for pain and suffering but no award of damages for medical expenses was not inconsistent because the jury could have “found none of his medical expenses were caused by the fall at issue”); Brant v. Bockholt, 532 N.W.2d 801, 805 (Iowa 1995) (jury’s award of “$31,000 damage for future medical expenses for treatment of facial scarring” and no damages for loss of function of the body was not inconsistent because “plaintiff presented no evidence of functional impairment due to facial scarring,” and the jury could have included the damages on this item with the umbrella of future pain and suffering). Thus, the process of determining whether answers are inconsistent focuses on the evidence and the law, and the court must decide if the two answers at issue can be harmonized in light of the evidence and the law. When, under this analysis, two answers or findings by the jury would compel the rendition of different judgments, the answers are inconsistent. 89 C.J.S. Trials § 993, at 605-06; see id. § 992, at 604 (“The test to determine if conflict between jury questions is irreconcilable is whether one answer would establish a cause of action while the other answer would destroy it, or whether taking one finding alone a judgment should be entered in favor of the plaintiff and taking the other finding alone a judgment should be rendered for the defendant.”).

This process of determining whether answers are inconsistent by attempting to harmonize the answers with the evidence and the law is separate from the process of reconciling two answers determined to be inconsistent. In this case, for example, there was evidence to either support or reject the claim of failure to mitigate damages as instructed by the trial court. However, under the instructions, the jury could not find that CPT did not fail to mitigate damages and then reduce damages based on the failure to mitigate. The two findings by the jury would compel different judgments. Thus, the two answers by the jury were clearly inconsistent with the instructions. Nevertheless, the district court did not proceed to apply the rules governing inconsistencies in a verdict, but proceeded to harmonize the inconsistent answers by concluding that the jury did not intend to answer “no” to question 4, but intended to answer “yes.” In this way, the district court found the answers were consistent and entered judgment. However, the district court went too far under the guise of harmonizing purportedly inconsistent answers and engaged in a process of reconciliation not available when two special findings are inconsistent with each other, and both are supported by evidence. See Iowa R. Civ. P. 1.934 (“If the answers are inconsistent with each other, ... the court shall not order judgment, but either send the jury back or order a new trial.”).

A court may reform a verdict by correcting a mistake. Ostrem v. State Farm Mut. Auto. Ins. Co., 666 N.W.2d 544, 546 (Iowa 2003). We recognize that “verdicts are to be liberally construed to give effect to the intention of the jury and to harmonize verdicts if it is possible to do so.” Hoffman, 442 N.W.2d at 126 (citations omitted). However, this power is very limited and only permits the court to correct mistakes or errors in the verdict that are technical or ministerial in nature. Ostrem, 666 N.W.2d at 546. A judge cannot exercise the power to substitute its judgment for the judgment of the jury. Id.

In this case, the district court may have uncovered a very logical explanation for the inconsistent answers. Yet, this explanation necessarily involved some degree of speculation. It involved speculation because there was evidence that would have permitted the jury to either accept or reject the mitigation-of-damages claim. Verdicts can only be reformed when the change “clearly and definitely expresses the jury’s intentions.” Id. When two answers in a verdict are both supported by substantial evidence but are inconsistent under the instructions, a court may not attempt to reconcile the inconsistency and enter a judgment by correcting the inconsistency to conform to the intent of the jury because the two conflicting views of the evidence would necessarily produce some speculation about the intent of the jury. See Ex parte Alfa Mut. Ins. Co., 799 So.2d 957, 962 (Ala.2001) (“ ‘Where a jury verdict is the result of confusion or is inconsistent in law, the trial court should grant a new trial; a new trial is necessary because, once the jury is dismissed, any attempt to reconcile the inconsistencies in a verdict must be based on mere speculation about the jury’s intent.’ ” (quoting City of Bessemer v. Foreman, 678 So.2d 759, 760 (Ala.1996))).

The answers in the verdict in this case were internally inconsistent as a matter of law. The district court had no power to correct the inconsistency in the verdict because there was substantial evidence to support both answers. Thus, the court had no power to enter judgment following discharge of the jury, but was required (because the jury had been discharged) to grant a new trial as a matter of law. It was the only remedy available to the court to exercise under the circumstances.

IV. Evidentiary Ruling

Because this case must be remanded for a new trial, we proceed to address the disputed evidentiary ruling by the district court because it is likely to arise on retrial. See McElroy v. State, 703 N.W.2d 385, 392 (Iowa 2005) (stating we may consider issues likely to arise on retrial (citing McElroy v. State, 637 N.W.2d 488, 501-02 (Iowa 2001); Gacke v. Pork Xtra, L.L.C., 684 N.W.2d 168, 184-85 (Iowa 2004); Greenwood v. Mitchell, 621 N.W.2d 200, 207-08 (Iowa 2001))). As previously noted, the district court excluded evidence of the terms of the 2001 contract between John Deere and CPT, ruling it was not relevant to the interpretation of the 1996 contract. We must decide whether this was an abuse of discretion. See State v. Sinclair, 582 N.W.2d 762, 764 (Iowa 1998) (“This court reviews the trial court’s decision on the relevancy of evidence for an abuse of discretion.”).

One issue the jury had to decide in resolving the contract claim in this case was whether paragraph 3(c) of the 1996 contract applied to services provided at a new location. CPT sought to introduce the 2001 contract because it contended paragraph 12 of that contract, which specifically addressed the situation of opening a new office, showed that John Deere did not intend paragraph 3(c) of the old contract to cover the situation of addition of a new office. Rather, CPT claimed paragraph 3(c) only applied to the situation of addition of particular services at existing locations.

Generally, contracts are interpreted based on the language within the four corners of the document. See Smidt v. Porter, 695 N.W.2d 9, 21 (Iowa 2005) (“It is a fundamental and well-settled rule that when a contract is not ambiguous, we must simply interpret it as written.” (citing State Pub. Defender v. Iowa Dist. Ct., 594 N.W.2d 34, 37 (Iowa 1999); Rogers v. Md. Cas. Co., 252 Iowa 1096, 1098-99, 109 N.W.2d 435, 437 (1961))). However, when the language is ambiguous, we must engage in a process of interpretation to search for “the meanings attached by each party at the time the contract was made.” E. Allan Farnsworth, Contracts § 7.9, at 458 (3d ed.1999). To reveal this intent, extrinsic evidence is admissible “ ‘when it sheds light on the situation of the parties, antecedent negotiations, the attendant circumstances, and the objects they were striving to attain.’ ” Dickson v. Hubbell Realty Co., 567 N.W.2d 427, 430 (Iowa 1997) (quoting Kroblin v. RDR Motels, Inc., 347 N.W.2d 430, 433 (Iowa 1984)). However, the 2001 contract in this case does little to shed light on the situation of the parties or any attendant circumstances in 1996 — the time relevant to the interpretation of the governing contract. Id.; see also 17A Am.Jur.2d Contracts § 346, at 333-34 (2004) (“The intention, with which the law is concerned in construing and giving effect to a contract, is that of the parties at the time of entering into the contract, regardless of any events occurring afterward, at least if such subsequent events were not reasonably within the contemplation of the parties when the contract was made”)- A specific clause placed in the 2001 contract by the parties concerning new offices does not show the intent of the parties in 1996 regarding the application of paragraph 3(c) to new offices. Thus, the 2001 contract was not relevant to the interpretation of the 1996 contract. It did not make either of the competing meanings asserted by the parties more likely or less likely than it would be without the evidence. See Iowa R. Evid. 5.401 (“ ‘Relevant evidence ’ means evidence having any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence.”). We find no abuse of discretion in its exclusion.

V. Conclusion

We vacate the decision of the court of appeals, reverse the judgment of the district court, and remand for a new trial. To avoid repetition of this resource-wasting result, we repeat out prior admonition that “[t]he trial court should not discharge the jury until it determines the special verdict is consistent and supported by evidence.” Cowan, 461 N.W.2d at 160; see also 75B Am.Jur.2d Trial § 1854, at 595 (1992) (“Ordinarily, when a jury returns inconsistent or incomplete answers to a special verdict, it is preferable to send the jury back for further deliberation.”).

DECISION OF COURT OF APPEALS VACATED; DISTRICT COURT JUDGMENT REVERSED AND REMANDED.

      . The failure-to-mitigate-damages issue appears to be based on Restatement (Second) of Contracts section 350. Comment b to this section provides:

        As a general rule, a party cannot recover damages for loss that he could have avoided by reasonable efforts. Once a party has reason to know that performance by the other party will not be forthcoming, he is ordinarily expected to stop his own performance to avoid further expenditure.... The amount of loss that he could reasonably have avoided by stopping performance ... is simply subtracted from the amount that would otherwise have been recoverable as damages.
      Restatement (Second) of Contracts § 350 cmt. b, at 127 (1981). Clinton does not challenge the application of this defense, and we do not express, an opinion as to its applicability,

      . The parenthetical instruction in question 7 contained a mistake and was intended to tell the jury the answer to question 7 was the difference of question 5 (subparts A and B) minus question 6 (not question 6 minus ques-tjon ^

      . Itemizations of damages are treated as special verdicts. Cowan, 461 N.W.2d at 158.

      . Paragraph 3(c) provided:
      If [CPT] discontinues or adds any service covered by this Agreement, [CPT] shall notify [John Deere] prior to discontinuance or addition, and the rate set forth in [the ancillary rate structure] shall be adjusted by agreement of both parties. [John Deere] shall review, at the time of the addition or deletion, the need in the network for the service to appropriately handle access. If the need for the addition of the service exists, [CPT] shall comply with [John Deere’s] credentialing requirements for that new service.

      . Paragraph 12 provided:
      [CPT] understands and agrees that if [CPT] opens or enters into business in another location, that does not cause automatic inclusion into the products listed on [the product participation matrix/fee schedule] for services provided at that location. [CPT] must notify [John Deere] of the new location and [John Deere] at its sole discretion will determine the need of entering into a contractual relationship for the new location.


author: LAVORATO, Chief Justice.

text:
    Kathleen CRALL and Thomas Crall, Appellees, v. Margaret DAVIS, Appellant.
    No. 04-1345.
    Supreme Court of Iowa.
    May 19, 2006.

      Michael A. Carmoney of Grefe & Sidney, P.L.C., Des Moines, for appellant.
    Herbert Rogers, Sr., of Rogers Law Offices, P.C., Des Moines, for appellees.
   LAVORATO, Chief Justice.

In this interlocutory appeal, we conclude the district court erred in failing to dismiss the plaintiffs’ petition based on the defendant’s contention that there was an abusive delay in service of process. Accordingly, we reverse and remand the case with directions.

I. Background Facts and Proceedings.

On February 16, 2004, Kathleen and Thomas Crall sued Margaret Davis, their next-door neighbor, for injuries Kathleen suffered in a slip-and-fall incident on Davis’s property on February 16, 2002. Thomas’s claim was for loss of consortium.

On April 30 a preanswer motion was filed on Davis’s behalf. The motion alleged that the district court had no jurisdiction over Davis because the Cralls had failed to serve her personally. The motion asked that the district court rule that the Cralls had not effected personal service on Davis. The motion contained Davis’s home address, 7610 Wistful Vista Drive, West Des Moines, Iowa, and a copy of the motion was faxed to the Cralls’ attorney.

On May 3 the Cralls filed an “affidavit of process server.” The affidavit stated that on April 8, 2004, at 8:30 a.m., the petition at law and original notice were left with Andrea Speten, Davis’s daughter, in Vaca-ville, California. The manner of service indicated on the affidavit was: “Substituted at Residence: By leaving copies at the dwelling house or usual place of abode of the person being served with a member of the household over the age of [eighteen] and explaining the general nature of the papers.” The affidavit further stated that two prior attempts at service were made on April 6, 2004 at 6:12 p.m. and April 7, 2004 at 1:22 p.m.

On May 7 the Cralls filed a response to the preanswer motion. The response stated that service on Davis was effective because Davis was living with her daughter in California and her daughter accepted service on Davis’s behalf without stating that Davis did not live there. The Cralls asked that the court deny Davis’s prean-swer motion and direct Davis to file an answer immediately.

An affidavit of service dated May 12 appears in the record and stated the following. After the process server received the original notice and petition on May 6, he attempted to serve Davis three times at 7610 Wistful Vista Drive in West Des Moines, Iowa. In talking with Davis by telephone,. the process server learned she was in California.

The ninety-day deadline imposed by Iowa Rule of Civil Procedure 1.302(5) to serve the original notice and petition expired on May 16, 2004. See Iowa R. Civ. P. 1.302(1) (requiring a copy of the petition to be attached to the original notice). On May 20 Davis filed a motion to dismiss. The motion alleged that the Cralls had ample opportunity to serve Davis prior to the expiration of the ninety-day deadline and that Davis’s attorney gave the Cralls’ attorney her address in a faxed copy of the preanswer motion to dismiss. The motion further alleged that Davis had not avoided service, but, in fact, had returned a call to “Larry,” a process server, and told him where she would be available. In addition, the motion alleged that the Cralls had not requested additional time from the court to serve her or approve an alternate means of service. Finally, the motion alleged that the Cralls could not show good cause for their failure to serve Davis within ninety days. For these reasons, the motion sought dismissal of the Cralls’ entire claim.

Davis’s affidavit was attached to the motion. In it, Davis stated she was at her home at 7610 Wistful Vista Drive in West Des Moines, Iowa on April 8, 2004, the day the process server left papers with her daughter in California. Davis further stated that she had been visiting her daughter and family in California, but had returned to her home in Iowa several days before April 8. Finally, Davis stated that she had never been a resident of the state of California.

On June 8 the district court held a hearing on the motion to dismiss following which the court granted the motion.

On June 11 the Cralls filed a motion to set aside the judgment in which the Cralls’ counsel stated that (1) he had entered the date and time on his calendar and planner incorrectly, (2) he had every intention of resisting the motion to dismiss, and (3) he had appeared at the time and date mistakenly entered on his calendar and planner.

On July 28 over Davis’s resistance, the district court entered an order, which was filed on August 2, in which the court found as follows: the Cralls did not request an extension of time to serve Davis; personal service was not made on Davis; and substituted service was not sufficient because Davis’s dwelling house or usual place of abode was not at her daughter’s house in California.

The court however made the following additional findings. Within ninety days of filing the petition, the Cralls attempted to serve Davis again, but when the process server arrived at Davis’s home on May 12, she was not there. The process server was told she was visiting her daughter in California.

The court further found that there was substantial evidence of good cause for the Cralls’ failure to effect personal service on Davis. The court noted that it would have been preferable for the Cralls’ counsel to apply for an extension of time for service if there were any question as to whether service could be accomplished. The court ordered Davis to accept service through her attorney and extended the deadline for service through the date on which the acceptance is filed with the court.

On August 11 Davis filed a motion to amend or enlarge ruling under Iowa Rule of Civil Procedure 1.904(2), which the Cralls resisted. In the motion, Davis pointed out that the court had not explicitly set aside the court’s previous order dismissing the suit and objected to that portion of the order directing her to accept service through her attorney. In support of her motion, Davis argued that the order directing her to accept service through her attorney was contrary to the Iowa Rules of Civil Procedure and was a violation of her constitutional due process rights.

On August 27 Davis filed an application for interlocutory appeal. On September 10 the district court filed its ruling on Davis’s motion to amend or enlarge ruling. The court specifically granted the Cralls’ motion to set aside judgment, vacated the June 8 order dismissing the action, and denied the motion to amend or enlarge ruling. The court found good cause existed for the Cralls’ failure to serve Davis within ninety days because of the “Cralls’ repeated unsuccessful attempts to personally serve Davis.” The court also found that it had authority to order alternate time or manner of service.

On October 7 we granted Davis’s application for interlocutory appeal.

II. Issues.

Davis raises the following issues. Did the district court err when it denied her motion to dismiss the petition? Did the district court deprive Davis of her due process rights by ordering her to accept service through her attorney? Because we conclude the district court erred as to the first issue, we restrict our discussion to that issue.

III. Scope of Review.

We review motions to dismiss for correction of errors at law. Brubaker v. Estate of DeLong, 700 N.W.2d 323, 326 (Iowa 2005). Motions to dismiss are generally limited to the pleadings. Wilson v. Ribbens, 678 N.W.2d 417, 418 (Iowa 2004). For this reason, the district court does not consider matters outside the pleadings. Id. One exception, however, is when the court is considering a motion to dismiss for delay of service. Carroll v. Martir, 610 N.W.2d 850, 856 (Iowa 2000). In those circumstances, we are bound by the district court’s factual findings if supported by substantial evidence. Wilson, 678 N.W.2d at 418. Evidence is substantial if “a reasonable mind would accept it as adequate to reach a conclusion.” Bus. Consulting Servs., Inc. v. Wicks, 703 N.W.2d 427, 429 (Iowa 2005) (per curiam).

IV.Analysis.

Iowa Rule of Civil Procedure 1.302(5) governs service of notice:

If service of the original notice is not made upon the defendant, respondent, or other party to be served within [ninety] days after filing the petition, the court, upon motion or its own initiative after notice to the party filing the petition, shall dismiss the action without prejudice as to that defendant, respondent, or other party to be served or direct an alternate time or manner of service. If the party filing the papers shows good cause for the failure of service, the court shall extend the time for service for an appropriate period.

Iowa R. Civ. P. 1.302(5).

In Meier v. Senecaut, we noted that Iowa Rule of Civil Procedure 49(f), now rule 1.302(5),

contemplates that the court take action once service has not been accomplished within ninety days from the time the petition is filed. The type of action directed by the rule is to dismiss the action without prejudice, impose alternative directions for service, or grant extension of time to complete service for an .appropriate period of time. Extension of time requires a showing of good cause.

641 N.W.2d 532, 541 (Iowa 2002) (citations omitted).

In addition, the rule

simplifies the procedure for courts to follow when confronted with a motion to dismiss for delay in service of process filed by a defendant who has been served more than ninety days after the petition was filed or beyond any extension. Under the prior rule, a two-step analysis was employed. If there had been a delay in service, the court was first required to decide if the delay was presumptively abusive. If abusive delay was established, the court was then required to decide if the delay was justified. Under our new rule, it is no longer necessary for the court to engage in the first step of the analysis when service has not been made within ninety days and no extension was granted. By allowing the court to dismiss a petition after ninety days, the rule now establishes the standard for presumptive abuse. Thus, courts must now simply decide if the plaintiff has shown justification for the delay.

Id. at 542 (citations omitted).

The district court found that the Cralls had not served Davis within the ninety days as required by the rule. There is substantial evidence to support this finding. The fighting issue is whether substantial evidence supports the district court’s finding that the Cralls established good cause for the failure to serve Davis. Davis contends substantial evidence does not support such a finding; the Cralls contend otherwise. For reasons that follow, we agree with Davis.

Davis filed a preanswer motion to dismiss on the ground that the Cralls had not served Davis within ninety days as rule 1.302(5) requires. We have interpreted the rule as allowing such a motion when service has been delayed more than ninety days after the filing of the petition in the absence of an order for an extension of time to serve the defendant. See id.

Here there was no order extending the time for service. In these circumstances— no service within ninety days and no order extending the time for service — the delay was “presumptively abusive.” See id. The only issue left for the district court to decide was whether the Cralls had shown justification for the delay. See id. The standard we employ in determining such justification is “good cause.” See id. If there was good cause that prevented the Cralls from serving Davis within the ninety days, then the court had no discretion except to extend the time for service for an appropriate period. See id. at 541 (“ ‘[I]f the party filing the papers shows good cause for the failure of service, the court shall extend the time for service for an appropriate period.’ ” (Emphasis added.) (Citation omitted.)); Wilson, 678 N.W.2d at 420. If there was no such good cause, the rule requires the court to dismiss the action without prejudice. Iowa R. Civ. P. 1.302(5); Meier, 641 N.W.2d at 542.

Good cause, we said, requires that

“ ‘[t]he plaintiff must have taken some affirmative action to effectuate service of process upon the defendant or have been prohibited, through no fault of his [or her] own, from taking such an affirmative action. Inadvertence, neglect, misunderstanding, ignorance of the rule or its burden, or half-hearted attempts at service have generally been [deemed] insufficient to show good cause. Moreover, intentional nonservice in order to delay the development of a civil action or to allow time for additional information to be gathered prior to “activating” the lawsuit has been held to fall short of ... good cause

Meier; 641 N.W.2d at 542 (first and second alterations in original) (omissions in original) (citations omitted). We recently expanded the good cause interpretation in Wilson:

“[G]ood cause is likely (but not always) to be found when the plaintiffs failure to complete service in timely fashion is a result of the conduct of a third person, typically the process server, the defendant has evaded service of the process or engaged in misleading conduct, the plaintiff has acted diligently in trying to effect service or there are understandable mitigating circumstances .... ”

678 N.W.2d at 421 (citation omitted).

We agree with the Cralls that they took affirmative steps to serve Davis. Nevertheless, we conclude, for reasons that follow, that there was not substantial record evidence to support the district court’s finding that these affirmative steps constituted good cause. Although the Cralls filed their petition on February 16, 2004, the first attempt at service did not occur until April 6, fifty days later. (Service was attempted on April 6 and 7; on April 8, the process server left the petition and original notice with Davis’s daughter in California.) The Cralls offered no explanation for this delay. See Mokhtarian v. GTE Midwest Inc., 578 N.W.2d 666, 668-69 (Iowa 1998) (noting in good cause analysis a lapse of time when no service attempts were made and no explanation given for the delay); Meier, 641 N.W.2d at 542-43 (noting in good cause analysis a lapse of time when no service attempts were made and no satisfactory explanation given for the delay). Moreover, this first attempt was directed at Davis’s daughter, which as the district court found, was not good service. This finding is supported by substantial evidence. Such service therefore had no legal significance, and for that reason did not constitute adequate justification for the delay until the next attempt on May 12, more than thirty days later. See Mokhtarian, 578 N.W.2d at 669 (holding that attempts at service that have no legal significance are not adequate justifications for the delay in service). In fact, Davis was at her home in West Des Moines on April 8, the day the process server attempted service on her daughter in California. All of these facts clearly demonstrate that the Cralls did not act diligently in trying to effect service.

Moreover, as mentioned, the April 30 preanswer motion has Davis’s home address, and Davis’s attorney faxed the motion to the Cralls’ attorney. The Cralls, however, delayed attempting to serve Davis there until May 12 — four days before the expiration of the ninety-day deadline. The process server received the papers on May 6 but made no attempt to serve Davis at her home until May 12. After making three attempts to serve Davis, the process server talked to her by telephone and learned she was visiting her daughter in California. The Cralls, however, made no attempt to serve Davis at her daughter’s home in California — the very place service was first attempted.

As we recognized in Meier, rule 1.302(5) “requires service within ninety days and requires the plaintiff to take affirmative action to obtain an extension or directions from the court if service cannot be accomplished.” 641 N.W.2d at 543. The Cralls did neither. In interpreting comparable Federal Rule of Civil Procedure 4(m), federal courts have held that a failure to move for an extension of time may be construed as an absence of good cause for the delay. See 4B Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1137, at 386 & 386 n. 36 (3d ed. 2002). Interestingly, the district court noted in its ruling that “it would have been preferable for plaintiffs’ counsel to apply to the Court for an extension of time for service if there were any question as to whether service could be accomplished.” We conclude in these circumstances such action was not merely preferable, but required. The Cralls’ failure to take such affirmative action further supports our conclusion that there was not substantial evidence to support the district court’s finding of good cause.

V. Disposition.

Because there was not substantial evidence to support the district court’s finding of good cause, we conclude the district court erred as a matter of law in failing to grant Davis’s motion to dismiss. Accordingly, we reverse the district court decision and remand for an order dismissing the petition.

REVERSED AND CASE REMANDED WITH DIRECTIONS.