Evelyn Guenther was a 50 percent shareholder, director, and secretary of First Securities Company (First) (plaintiff). In order to settle a claim by the Crestview Heights Homeowners Association regarding an easement on Lot 20, Guenther signed an affidavit on behalf of First as secretary restricting the easement. Guenther sold Lot 1 to Christine Dahl (defendant). Later, First wanted to sell Lot 20 to developers and asked Dahl and the owners of Lot 2, Robert and Jeanne Nakamaru (defendants) to release the easement restriction. When the defendants would not agree, First filed suit seeking a declaratory judgment that First was not bound by Guenther’s affidavit. The trial court refused. First appealed to the Iowa Supreme Court.