In the Iowa Supreme Court
No. 25–0443
Submitted March 24, 2026—Filed June 30, 2026
State of Iowa, ex rel. Iowa Department of Natural Resources,
Appellee,
vs.
Donald Lilly and Ronald Albrecht,
Appellants.
Appeal from the Iowa District Court for Jasper County, Brad McCall, judge.
Corporate officers appeal a district court ruling denying their motion to
dismiss for lack of personal jurisdiction. Affirmed in Part, Reversed in Part,
and Case Remanded.
Oxley, J., delivered the opinion of the court, in which Christensen, C.J.,
and Waterman, Mansfield, and McDermott, JJ., joined. May, J., filed an opinion
concurring in the judgment, in which McDonald, J., joined.
Bradley R. Kruse (argued) and Joseph M. Borg of Dickinson, Bradshaw,
Fowler & Hagen, P.C., Des Moines, for appellants.
Brenna Bird, Attorney General; Eric Wessan, Solicitor General; Breanne A.
Stoltze (argued), Assistant Solicitor General; and Jacob J. Larson and David S.
Steward, Assistant Attorneys General, for appellee.
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Oxley, Justice.
The State alleges that two fiberglass waste recycling companies failed to
properly dispose of roughly 1,300 decommissioned wind turbine blades, instead
stockpiling the blades at sites across Iowa for years without recycling them.1 The
State now seeks civil penalties and a permanent injunction under Iowa’s solid
waste and recycling statutes. See Iowa Code § 455B.307 (2024); id. § 455D.4A.
It sued not only the business entities, but also two of their corporate officers.
The businesses answered the State’s petition, disputing its merits. The
officers filed a joint motion to dismiss for lack of personal jurisdiction. The
officers’ motion argued that they had never been to Iowa and were not personally
involved in the underlying action. The district court denied their motion,
concluding that the officers had sufficient minimum contacts to be subject to
personal jurisdiction in Iowa as responsible corporate officers of the two entities
that were directly involved in the underlying conduct. It also ruled that each of
the corporate officers may be subject to civil penalties as “[a]ny person who
violates” Iowa Code section 455B.307. Id. § 455B.307(3).
This interlocutory appeal asks us to review those determinations. For the
reasons below, we agree with the district court that the State has adequately
pleaded that both officers are “person[s]” who could be subject to liability under
Iowa Code section 455B.307(3). But we affirm in part and reverse in part as to
the district court’s exercise of personal jurisdiction over the corporate officers.
1The State made the same allegations against three other companies: GFS Trust Holdings,
LLC; GFS Holding Group, LLC; and GFSI-MHE Manufacturing of Texas, LLC. The district court granted those entities’ motion to dismiss for lack of personal jurisdiction, and the State did not include that ruling in this interlocutory appeal.
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I. Regulatory Background.
Chapter 455B governs the jurisdiction of the Iowa Department of Natural
Resources (DNR). Part of the chapter creates a detailed system for solid waste
disposal. The general assembly enacted a policy declaration that protecting the
environment and Iowans’ health, safety, and welfare “require[s] the safe and
sanitary disposal of solid wastes.” Id. § 455B.301A(1). The general assembly thus
sought to “protect[] the environment and the public” through “[a]n effective and
efficient solid waste disposal program.” Id.
Solid waste is “garbage, refuse, rubbish, and other similar discarded solid
or semisolid materials.” Id. § 455B.301(29). That definition includes “materials
resulting from industrial, commercial, agricultural, and domestic activities.” Id.
Section 455B.307 places limits on where parties can dispose of solid waste:
A private agency or public agency shall not dump or deposit or
permit the dumping or depositing of any solid waste at any place
other than a sanitary disposal project approved by the director
unless the agency has been granted a permit by the department
which allows the dumping or depositing of solid waste on land
owned or leased by the agency.
Id. § 455B.307(1). The statute also directs the DNR to adopt rules regulating
solid waste disposal to ensure “that the public interest is best served.” Id.; accord
Iowa Admin. Code r. 567—100.4 (regulating the “[g]eneral conditions of solid
waste disposal”). The director of the DNR “may issue any order necessary to
secure compliance with or prevent a violation of” section 455B.307 or DNR rules
on solid waste disposal. Iowa Code § 455B.307(2).
Chapter 455D governs waste volume reduction and recycling. The general
assembly made statutory findings that “Iowa’s environment is precious and no
person has the right to pollute Iowa’s air, water, or soil.” Id. § 455D.2(1); see also
id. § 455D.4 (establishing “[w]aste volume reduction policies”). And because
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“[t]he environment is vulnerable and irreplaceable,” chapter 455D institutes “an
ongoing responsibility to conserve, preserve, and enhance the state’s natural
resources to guarantee their continued existence and use by the present and
future generations.” Id. § 455D.2(1). One way the general assembly aims to
achieve that public policy goal is by having companies “facilitat[e] the recycling
of materials that would otherwise be solid waste.” Id. § 455D.4A(1); see also id.
§ 455D.2(5) (“The reduction of solid waste at the source and the recycling of
reusable waste materials will reduce the flow of waste to sanitary landfills and
increase the supply of reusable materials for the use of the public.”).
So, solid waste in chapter 455B does not include “[m]aterial that is
legitimately recycled pursuant to section 455D.4A.” Id. § 455B.301(29)(f). The
recycling statute—section 455D.4A—sets out various regulations to determine
whether the recycling of a given material is “legitimate” and thus “excluded from
the solid waste provisions of chapter 455B.” Id. § 455D.4A(2).
When a recycling facility allows material to accumulate with only a
speculation of being recycled (i.e., when the material is stored for recycling but
not processed), the material is not “legitimately recycled.” Id.; see also id.
§ 455D.4A(6) (“[A] recycling facility owner or operator shall ensure that
stockpiled material is not speculatively accumulated . . . .”). The burden rests
with the recycling facility owner or operator to establish that material is not
accumulated speculatively: “[T]he recycling facility owner or operator must
document that, during a given calendar year, the amount of material that is
recycled, or transferred to a different site for recycling, equals at least seventyfive percent by weight or volume of the amount of material accumulated at the
beginning of the period.” Id. § 455D.4A(7).
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Failing to legitimately recycle material under chapter 455D means that it
becomes solid waste and subject to the provisions of chapter 455B. Id.
§ 455D.4A(2) (“A material that is not legitimately recycled is discarded material
and is a solid waste.”). And “[a]ny person who violates” section 455B.307(1) “shall
be subject to a civil penalty, not to exceed five thousand dollars for each day of
such violation.” Id. § 455B.307(3). The DNR may compel the attorney general to
“institute any legal proceedings necessary in obtaining compliance . . . or
prosecuting any person” who violates section 455B.307(1). Id. § 455B.307(2).
II. Factual Background and Proceedings.
This appeal reaches us following a motion to dismiss, so we construe the
facts pleaded in the petition as true. E.g., Benskin, Inc. v. W. Bank, 952 N.W.2d
292, 298 (Iowa 2020). Donald Lilly is the chief executive officer of Global
Fiberglass Solutions, Inc. (GFS, Inc.) and Global Fiberglass Solutions of Texas,
LLC (GFS Texas). Ronald Albrecht is a director of GFS, Inc. and the chief
operating officer of GFS Texas. Those two GFS entities (collectively GFS) are in
the business of recycling decommissioned wind turbine blades. The State’s
petition alleges that, in November 2017, GFS contracted with General Electric
and MidAmerican Energy Company to recycle about 1,300 decommissioned
blades. GFS stored roughly 868 blades at a site in Newton, 400 blades in
Ellsworth (once they were removed from a site in Fort Dodge), and 22 blades in
Atlantic.
In August 2018, the DNR received a complaint that those decommissioned
blades were being improperly recycled. So, it visited the site in Newton and began
to raise concerns about speculative accumulation. The DNR visited the site in
Fort Dodge a year later and took photos of GFS’s still-unprocessed blades. The
DNR also sent a letter of inquiry to GFS and the owner of the Fort Dodge site,
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asking about their plans to legitimately recycle the blades under
section 455D.4A. GFS responded and provided documents in support of its
answers. One of the documents was a purchase contract for the blades between
three other out-of-state GFS entities that were dismissed from this lawsuit for
lack of personal jurisdiction and an unidentified end user of the recycled
product. The contract listed Lilly and Albrecht as “managers” of the GFS entity
selling the recycled product to the end user.
During an inspection of the Fort Dodge site in February 2020, the DNR
learned from the site owner that GFS failed to remove the blades by the deadline
in the parties’ contract. GFS had also stopped making rent payments. The DNR
issued GFS a notice of violation the following month. Its notice stated that the
decommissioned blades were not being legitimately recycled under section
455D.4A, so they were deemed discarded material and subject to Iowa’s solid
waste laws. The notice further stated that the stockpile of blades did not comply
with chapter 455B because none of the sites are sanitary disposal projects and
GFS did not have permits to dump the blades there. See Iowa Code
§ 455B.307(1). The DNR notified GFS that it would pursue further enforcement
action.
The DNR’s legal services bureau began to develop a compliance plan with
GFS in March 2020, resulting in a fully executed consent order by December.
See id. § 455B.307(2). The parties executed an amended consent order in
February 2021 that required GFS to take “concrete steps” to obtain and use
recycling equipment and to process its stockpiled blades. Lilly signed the consent
order on behalf of GFS. The consent order had two primary requirements:
(1) GFS needed to properly recycle certain percentages of its blades by specified
deadlines; and (2) GFS needed to provide a $2,000,000 surety bond that the DNR
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could use in the event that the State needed to remove, transport, or dispose of
the blades because GFS failed to comply with the consent order. The DNR
granted several extensions for GFS to obtain the surety bond, but GFS ultimately
failed to meet the DNR’s final deadline for posting the bond in April 2021.
The DNR consequently issued an administrative order based on GFS’s
failure to comply with the consent order. After GFS did not remedy the
speculative accumulation of its blades within sixty days of the administrative
order, the DNR referred GFS to the Iowa Attorney General’s Office for
enforcement. See id. MidAmerican and General Electric eventually disposed of
the decommissioned blades that GFS failed to recycle.
The State, in addition to seeking civil penalties and a permanent injunction
against GFS, also seeks to hold Lilly and Albrecht personally responsible for
GFS’s alleged violations of Iowa’s solid waste and recycling laws. See id.
§ 455B.307(1) (limiting where solid waste can be dumped or deposited); Iowa
Admin. Code r. 567—100.4 (regulating solid waste disposal); see also Iowa Code
§ 455D.4A(6) (requiring parties to prevent recycled material from speculatively
accumulating). The State requests a civil penalty against both corporate officers
and a permanent injunction against each of them from further violations. See
Iowa Code § 455B.307(2)–(3).
Lilly and Albrecht, both of whom live in the State of Washington, moved to
dismiss the claims against them individually, asserting that the district court
lacked personal jurisdiction over them. They supported their motion with
cursory affidavits, each claiming they had never been to Iowa—at least not “for
business purposes”—and were not “personally involved in the transactions and
conduct complained of in the Petition.” The State’s resistance relied largely on
the allegations in its petition; it did not seek jurisdictional discovery. See, e.g.,
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Book v. Doublestar Dongfeng Tyre Co., 860 N.W.2d 576, 581 (Iowa 2015) (“[T]he
district court granted SICE’s motion and deferred ruling on Doublestar’s motion
[to dismiss for lack of personal jurisdiction] to allow jurisdictional discovery to
‘resolve the question of how the tire arrived in Iowa . . . .’ ”).
The district court denied Lilly and Albrecht’s motion to dismiss for lack of
personal jurisdiction, citing caselaw from other jurisdictions concluding that the
responsible corporate officer doctrine can “hold corporate officers in responsible
positions of authority personally liable for violating strict liability statutes
protecting the public welfare.” People v. Roscoe, 87 Cal. Rptr. 3d 187, 189
(Ct. App. 2008); accord United States v. Park, 421 U.S. 658, 673–74 (1975). It
thus denied the motion to dismiss Lilly and Albrecht “based on their directorial
relationships to the corporations directly involved in the complained-about
conduct.” Lilly and Albrecht sought an interlocutory appeal of that ruling, and
we granted their application.
III. Analysis.
Lilly and Albrecht challenge the district court’s refusal to dismiss them
from the State’s action on two grounds. First, they argue that the district court
erred in concluding that they could be personally responsible under the
responsible corporate officer doctrine for the alleged violations of state law.
Second, they argue that the district court lacks personal jurisdiction over them
even if they could be subject to personal liability under Iowa’s solid waste and
recycling statutes. The State counters that Lilly and Albrecht are proper
defendants and that the district court properly exercised personal jurisdiction
over both individuals. We address the issues in turn.
A. Whether the Officers Could Be Subject to Liability Under Iowa Code
Section 455B.307. We review a motion to dismiss and rulings on statutory
9
interpretation for correction of errors at law. Struck v. Mercy Health Servs.-Iowa
Corp., 973 N.W.2d 533, 538 (Iowa 2022). The district court denied defendants’
motion to dismiss because, after surveying persuasive authority, it interpreted
Iowa’s solid waste and recycling statutes to permit personal liability for Lilly and
Albrecht. Under that authority, when a strict liability public welfare statute is
violated and “a corporate officer participates in the wrongful conduct, or
knowingly approves the conduct, the officer, as well as the corporation, is liable
for the penalties.” 3A William Meade Fletcher et al., Fletcher Cyclopedia of the
Law of Corporations § 1135 & n.4, Westlaw (database updated Sep. 2025)
[hereinafter Fletcher, Fletcher Cyclopedia] (citing Est. of Countryman v. Farmer’s
Coop. Ass’n, 679 N.W.2d 598, 604 (Iowa 2004), as applying the rule to an LLC
member).
1. Iowa Code section 455B.307(3)’s imposition of sanctions on “[a]ny
person” includes responsible corporate officers. The State asks us to rely on the
responsible corporate officer doctrine in interpreting Iowa’s solid waste and
recycling statutes—specifically, Iowa Code section 455B.307. GFS allegedly
violated that solid waste statute after repeated failures to legitimately recycle its
decommissioned wind turbine blades pursuant to section 455D.4A. Specifically,
the State alleges that the defendants, including Lilly and Albrecht, allowed the
decommissioned wind turbine blades to speculatively accumulate at three
unpermitted locations over a period of years instead of recycling them.
“[A] recycling facility owner or operator” is required to “ensure that
stockpiled material is not speculatively accumulated.” Id. § 455D.4A(6). When
“stockpiled material” is allowed to “speculatively accumulate[],” id., it becomes
solid waste and subject to the provisions of chapter 455B, id. § 455D.4A(2).
Section 455B.307(1) imposes strict liability on “[a] private agency or public
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agency” for dumping, depositing, or permitting another to dump or deposit “any
solid waste at any place other than a sanitary disposal project approved by the
[DNR] director” without a permit. Id. § 455B.307(1). Subsection (2) then instructs
the attorney general, upon the DNR’s request, to bring “any legal proceedings
necessary” to “prosecut[e] any person” for violating that law. Id. § 455B.307(2).
And subsection (3) authorizes a civil penalty against “[a]ny person who violates”
the statute. Id. § 455B.307(3).
Section 455B.307 is the type of strict liability public welfare law to which
the responsible corporate officer doctrine has been applied in other jurisdictions.
E.g., Morissette v. United States, 342 U.S. 246, 254–55 (1952) (discussing laws
that “have been aptly called ‘public welfare offenses’ ” because they “heighten the
duties of those in control of particular industries, trades, properties or activities
that affect public health, safety or welfare”). For instance, in addressing federal
statutes closely analogous to the statute at issue here, the United States Court
of Appeals for the Eighth Circuit interpreted federal solid waste statutes that
“impose[] strict liability upon ‘any person’ ” to include personal liability for
corporate officers. United States v. Ne. Pharm. & Chem. Co., 810 F.2d 726, 743
(8th Cir. 1986) (quoting 42 U.S.C. § 9607(a)(3)); id. at 745 (quoting 42 U.S.C.
§ 6973(a)). The Eighth Circuit reasoned that “imposing liability upon only the
corporation, but not those corporate officers and employees who actually make
corporate decisions, would be inconsistent with Congress’[s] intent to impose
liability upon the persons who are involved in the handling and disposal of
hazardous substances.” Id. at 745. Rejecting the doctrine would create an
“enormous, and clearly unintended, loophole in the statutory scheme.” Id. at
743.
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Interpreting strict liability public welfare statutes to impose liability on the
corporate officers responsible for the entity’s violation is nothing new. The United
States Supreme Court first applied the responsible corporate officer doctrine in
1943 in United States v. Dotterweich, 320 U.S. 277, 281–82 (1943), when it
interpreted the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301. There,
the Court recognized that “the only way in which a corporation can act is through
the individuals who act on its behalf.” Dotterweich, 320 U.S. at 281. So, when a
corporation’s president and general manager was charged because his company
shipped adulterated and misbranded drugs, he could be found guilty by virtue
of his “standing in various relations to the incorporeal proprietor” that violated
legislation “touch[ing] phases of the lives and health of people which, in the
circumstances of modern industrialism, are largely beyond self-protection.” Id.
at 280, 283. The Court upheld the corporate officer’s criminal conviction. Id. at
278–79.
The Court took up the doctrine again thirty-two years later in United
States v. Park, 421 U.S. at 671, reinforcing its rationale. The Court held that
responsible corporate officers have “not only a positive duty to seek out and
remedy violations when they occur but also, and primarily, a duty to implement
measures that will insure that violations will not occur.” Id. at 672. The decision
clarified what it is that makes a corporate officer responsible for the company’s
illegal conduct:
The concept of a “responsible relationship” to, or a “responsible
share” in, a violation of the Act indeed imports some measure of
blameworthiness; but it is equally clear that the Government
establishes a prima facie case when it introduces evidence sufficient
to warrant a finding by the trier of the facts that the defendant had,
by reason of his position in the corporation, responsibility and
authority either to prevent in the first instance, or promptly to
correct, the violation complained of, and that he failed to do so. The
failure thus to fulfill the duty imposed by the interaction of the
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corporate agent’s authority and the statute furnishes a sufficient
causal link. The considerations which prompted the imposition of
this duty, and the scope of the duty, provide the measure of
culpability.
Id. at 673–74. In Park, the Court affirmed the conviction of a corporation’s
president and chief executive officer for shipping adulterated food that was
contaminated by rodents in the firm’s warehouse. Id. at 660, 676–78.
We cited Dotterweich and Park favorably in Randall’s International Inc. v.
Hearing Board of the Iowa Beer & Liquor Control Department, 429 N.W.2d 163,
164 (Iowa 1988), and Iowa City v. Nolan, 239 N.W.2d 102, 104–05 (Iowa 1976)
(en banc). Both cases quoted the same excerpt from Dotterweich: “In the interest
of the larger good [the responsible corporate officer doctrine] puts the burden of
acting at hazard upon a person otherwise innocent but standing in responsible
relation to a public danger.” Randall’s Int’l Inc., 429 N.W.2d at 164 (quoting
Dotterweich, 320 U.S. at 281); Nolan, 239 N.W.2d at 104 (quoting Dotterweich,
320 U.S. at 281). The State argues that we applied the doctrine in State ex rel.
Miller v. Santa Rosa Sales & Marketing, Inc., where we affirmed the conviction of
a corporation’s president based in part on his “complete control of” a company
that violated Iowa’s consumer fraud laws. 475 N.W.2d 210, 219–20 (Iowa 1991),
superseded by statute on other grounds, 1992 Iowa Acts ch. 1242, § 37 (codified
at Iowa Code § 910.7A (1993)), as recognized in State v. Hagen, 840 N.W.2d 140
(Iowa 2013). Although our holding in Santa Rosa Sales & Marketing did not need
to rely on the responsible corporate officer doctrine given the officer’s “own
personal acts in perpetrating consumer fraud,” we approvingly cited cases from
other jurisdictions that imposed personal consequences on corporate officers. Id.
(citing United States v. Cattle King Packing Co., 793 F.2d 232, 240 (10th Cir.
1986); State v. Kailua Auto Wreckers, Inc., 615 P.2d 730, 737 (Haw. 1980); State
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v. Placzek, 380 A.2d 1010, 1015 (Me. 1977); Bourgeois v. Commonwealth, 227
S.E.2d 714, 718 (Va. 1976); Miller v. State, 732 P.2d 1054, 1059 (Wyo. 1987)).
We also rejected the officer’s contention that corporate veil piercing analysis was
necessary for personal liability. Id.
We view the responsible corporate officer doctrine as a rule of
interpretation for environmental statutes and other public welfare laws that
impose strict liability on persons responsible for the statutory violation. The
interpretation makes sense because environmental laws often involve sins of
omission. For example, here, the alleged offense was not moving the discarded
turbine blades to a temporary storage location before recycling them, but leaving
them there and never doing anything to recycle them.
The fact that a corporation is a distinct legal entity from its owners and
officers does not prevent a statute from imposing liability on individuals for
conduct they undertake on behalf of the entity. E.g., BEC Corp. v. Dep’t of Env’t
Prot., 775 A.2d 928, 937 (Conn. 2001) (“[U]nder § 22a–432, the mere fact that a
‘person’ who is polluting is a corporate officer does not automatically shield that
officer from liability for his own actions or omissions.”); cf. Est. of Countryman,
679 N.W.2d at 604 (“The [Iowa Limited Liability Company Act] does not insulate
a manager from liability for participation in tortious conduct merely because the
conduct occurs within the scope and role as a manager.”). The general assembly
imposed such liability here. It enacted a strict liability environmental statute
regulating the conduct of any “private agency or public agency” engaged in solid
waste disposal, Iowa Code § 455B.307(1), and it then broadly allowed “a civil
penalty” against “[a]ny person who violates” the relevant solid waste disposal
provisions, id. § 455B.307(3). This statutory scheme encompasses the
responsible corporate officer doctrine. Imposing personal liability on corporate
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officers who are responsible for an entity’s violation of a public welfare law
prevents entities from merely factoring civil penalties into the cost of doing
business. We have recognized this concept under Iowa law: “The accused, if he
does not will the violation, usually is in a position to prevent it with no more care
than society might reasonably expect and no more exertion that it might
reasonably exact from one who assumed his responsibilities.” Nolan, 239 N.W.2d
at 104 (quoting Morissette, 342 U.S. at 256).
Numerous states have interpreted similar environmental statutes to
impose personal liability on corporate officers responsible for the violations. See,
e.g., Roscoe, 87 Cal. Rptr. 3d at 190 (holding that “the responsible corporate
officer doctrine applies to section 25299, subdivision (a)(6),” which imposes strict
civil liability on “[a]ny operator of an underground tank system” for violating
regulations adopted by the State Water Resources Control Board (alteration in
original) (quoting Cal. Health & Safety Code § 25299(a))); People ex rel. Burris v.
C.J.R. Processing, Inc., 647 N.E.2d 1035, 1036–39 (Ill. App. Ct. 1995) (reversing
the circuit court’s dismissal of action against corporate officer for violations of
the Illinois Environmental Protection Act, rejecting district court’s reasoning that
the definition of “person” did not include “corporate officers” and holding that
the executive vice president and chief operating officer who was “responsible for
CJR and control[ed] its activities” and “ ‘caused or allowed’ all of the violations
to occur” could be personally liable, rejecting a contrary holding in Illinois v.
Celotex Corp., 516 F. Supp. 716 (C.D. Ill. 1981), to which it owed no deference
as a federal district court interpreting Illinois law); Comm’r, Ind. Dep’t of Env’t
Mgmt. v. RLG, Inc., 755 N.E.2d 556, 560–61 (Ind. 2001) (collecting cases from
“several states [that] have adopted the responsible corporate officer doctrine as
appropriate under state legislation addressing public safety, in particular,
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disposal of hazardous waste” and applying the doctrine to the civil penalty
provisions of Indiana Code section 13-30-4-1, which “imposes civil liability on ‘a
person who violates’ environmental management laws” (quoting Ind. Code § 13-30-4-1 (1998))); In re Dougherty, 482 N.W.2d 485, 489 (Minn. Ct. App. 1992) (“We
determine in the instant case: (1) the responsible corporate officer doctrine
applies to the statutes and regulations at issue,” based on imposition of liability
on a “person”; “and (2) relator Dougherty can be held liable under an application
of the doctrine.”); State ex rel. Webster v. Mo. Res. Recovery, Inc., 825 S.W.2d
916, 926 (Mo. Ct. App. 1992) (“We believe the general assembly had a wideranging intent to impose liability upon all persons involved in the handling and
disposal of hazardous wastes, including officers and directors of a certified
resource recovery facility, when the officer or director actively controls or is
directly involved in the proscribed activity.”); State v. Lundgren, 971 P.2d 948,
952 n.10, 953 (Wash. Ct. App. 1999) (holding that “[b]ecause the facts as found
by the PCHB establish that Lundgren controlled the facility with knowledge of
the violations, he is personally liable under RCW 90.48.080 and RCW
90.48.144,” which make it unlawful for “any person” to discharge pollutants into
the water and impose civil penalties on “[e]very person” who does so (quoting
Wash. Rev. Code §§ 90.48.080, .144)); State v. Rollfink, 475 N.W.2d 575, 582
(Wis. 1991) (“In concluding that the defendant was an operator within the
meaning of Wis. Admin. Code sec. NR 181.04(70), we do not hold or imply that
every corporate officer or majority shareholder is subject to personal liability for
violations of ch. 144, Stats., committed by the corporation. The test of liability
under sec. NR 181.04(70) is that of responsibility for the overall operation of the
facility in question. . . . In the case at bar, the corporate officer/defendant was
responsible for the overall operation of a hazardous waste facility and, therefore,
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is personally liable for operating the facility in violation of secs. 144.44(4)(a) and
144.63, Stats.”).2
Delaware—often viewed as a persuasive reference point for questions of
corporate law—recognizes that responsible corporate officers can be held
personally liable for violations of Delaware’s solid waste disposal statutes. See
T.V. Spano Bldg. Corp. v. Dep’t of Nat. Res. & Env’t Control, 628 A.2d 53, 60
(Del. 1993) (en banc) (concluding that Delaware’s solid waste disposal statute
imposing sanctions on a “responsible party” to mean a “person,” and holding
that “[a]lthough the definition [of responsible party] does not specifically mention
officers of a corporation, the definition is broad enough to include a corporate
2The opinion concurring in the judgment errs by claiming that the absence of “responsible
corporate officer” from the definition of “person” in chapter 455B means the doctrine cannot apply to section 455B.307. See Celentano v. Rocque, 923 A.2d 709, 722 n.12 (Conn. 2007) (explaining that the term “person” in one statute does not exclude corporate officers just because another statute expressly includes those individuals, but rather “simply necessitates the comprehensive analysis of that statute’s language and purpose”). The concurrence notes that some states have enacted statutes that expressly define “person” to include a “responsible corporate officer” or similar language in certain circumstances, including California, Indiana, and Wisconsin. See, e.g., Cal. Pub. Res. Code §§ 25321(b) (imposing sanctions for failing to provide required data), 25362(e) (imposing sanctions for failing to timely provide required information reports) (West 2026); Ind. Code § 13-11-2-191(a) (2025) (defining “responsible party” for purposes of obtaining permits); Wis. Stat. § 283.91(6) (2025) (defining “person” for purposes of two subsections of the civil and criminal remedy provision for water pollution discharge violations to include a “responsible corporate officer”).
What the concurrence fails to also note is that those are not the statutes that impose strict liability civil sanctions for violating environmental protection statutes in those states. Nor does it note that courts in those states have applied the responsible corporate officer doctrine to statutes that do impose civil sanctions even when liability applies broadly, for example, to “any operator,” see Roscoe, 87 Cal. Rptr. 3d at 190 (applying responsible corporate officer doctrine to California Health and Safety Code section 25299), to “a person,” see Comm’r, Ind. Dep’t of Env’t Mgmt., 755 N.E.2d at 560–61 (applying the doctrine to Indiana Code section 13-30-4-1 (1998)), or to “an operator,” see Rollfink, 475 N.W.2d at 582 (applying the doctrine to Wisconsin Statutes sections 144.44(4)(a) and 144.63), without explicitly including “responsible corporate officers” within the relevant term. Those state courts were not deterred by the inclusion of “corporate officer” in the definition of “person” in other parts of their state codes.
That the concurrence found other statutes in the Iowa Code that use the term “corporate officer” in entirely different contexts—e.g., sales tax violations or securities fraud violations where the general assembly sought to impose vicarious liability on such officers—says nothing about the doctrine’s application to Iowa Code section 455B.307(3)’s sanctions against “[a]ny person who violates” certain provisions in the chapter.
17
officer as a responsible party under Section 6308(4) under certain
circumstances”). The Supreme Court of Delaware relied on “[f]ederal decisional
law interpreting the Resource Conservation and Recovery Act,” which “also holds
that responsible corporate officers may be held personally liable for the improper
disposal of hazardous waste.” Id. at 61 (citing Ne. Pharm. & Chem. Co., 810 F.2d
726, as one example of the responsible corporate officer doctrine).
We read Iowa law similarly. The responsibility for ensuring compliance
with the recycling and solid waste regulatory requirements includes not only the
“private agency,” Iowa Code § 455B.307(1), but also the “recycling facility owner
or operator,” id. § 455D.4A(6). While responsibility for compliance is imposed on
the “facility owner or operator,” id., the civil penalty imposed by Iowa Code
section 455B.307(3) extends to “[a]ny person” who illegally dumps or deposits
solid waste in violation of the relevant statutory provisions or an order issued
pursuant to such provisions. See id. § 455B.307(2)–(3); see also Noah Dreeben
et al., Environmental Crimes, 61 Am. Crim. L. Rev. 571, 577 (2024) (recognizing
that, “[i]n the corporate arena, the ‘responsible corporate officer’ doctrine
imposes individual liability on those with the responsibility or authority to
prevent or correct the violation, in addition to those who actually commit the
contaminating act” when “sanctions under environmental statutes apply to any
‘person’ who violates a regulation”). “Person” certainly includes entities like GFS,
see Iowa Code § 4.1(20), but it also includes individuals like Lilly and Albrecht,
who, for purposes of reviewing the motion to dismiss, are considered the
responsible corporate officers of the recycling facility that allowed the
decommissioned blades to accumulate without being disposed of properly.
2. The petition states a claim against Lilly and Albrecht as “person[s]”
subject to Iowa Code section 455B.307(3). Corporate officers are generally found
18
to be responsible for violations of a strict liability public welfare statute when
three elements are met: (1) the individual is “in a position of responsibility”
relevant to the corporate policy or activity at issue; (2) there is a nexus between
the individual’s position and the violation “such that the individual could have
influenced the corporate actions” resulting in the violations; and (3) “the
individual’s actions or inactions facilitated the violations.” In re Dougherty, 482
N.W.2d at 490 (citing Park, 421 U.S. at 673–74; Dotterweich, 320 U.S. at 284);
accord BEC Corp., 775 A.2d at 937–38 (“In large part, we adopt the language of
Matter of Dougherty in defining the liability of corporate officers under the act.”);
Comm’r, Ind. Dep’t of Env’t Mgmt., 755 N.E.2d at 561 (calling the three-element
framework from In re Dougherty “a fair restatement of the responsible corporate
officer doctrine”); 3A Fletcher, Fletcher Cyclopedia § 1135 (reciting same threeelement framework). In In re Dougherty, that standard was met where (1) the
officer “was in a position of responsibility as president and primary emergency
coordinator”; (2) he “was the primary contact with all regulatory bodies
concerning hazardous waste and the person ultimately in charge of operations
at the facility”; and (3) he “failed to prevent the violations and take proper
corrective action once the violations occurred” despite his awareness of them.
482 N.W.2d at 490.
A closer review of how courts have applied the responsible corporate officer
doctrine reveals that the nexus and facilitation elements impose concrete
limitations. See id.; see also T.V. Spano Bldg. Corp., 628 A.2d at 61 (recognizing
that officers can be personally liable for some solid waste violations, but only
under particular conditions). For example, the corporate officer from In re
Dougherty did not satisfy the nexus element simply because he was a highranking corporate leader. 482 N.W.2d at 490 (“[A] corporate officer will not be
19
held liable solely because of the individual’s position within the corporation.”).
Rather, it was because he was the “primary contact” dealing with the regulatory
bodies when his company violated strict liability hazardous waste disposal laws.
Id. The violations “were clearly within his sphere of influence and involvement”
where he was the person in charge of the relevant violations. Id.
In addition to the nexus requirement, the officer must have also facilitated
the violation. Id. In this regard, the Supreme Court of Delaware required “[t]he
State [to] show that the officer directed, ordered, ratified, approved, or consented
to the improper disposal.” T.V. Spano Bldg. Corp., 628 A.2d at 61. This could
encompass not only violations that the officer authorized and directed, but also
violations that were “in the regular course of that business, with [the officer’s]
knowledge and with their consent or approval, or such acquiescence on [the
officer’s] part as warrants inferring such consent or approval.” Id. (quoting 3A
William Meade Fletcher et al., Fletcher Cyclopedia of the Law of Corporations
§ 1135 (1990)). But “[i]t is not enough that the officer knew of an improper
disposal.” Id. “Simple knowledge is not sufficient for the imposition of personal
liability.” Id.
We conclude that these limitations provide an appropriate benchmark for
interpreting Iowa Code section 455B.307 as it applies to responsible corporate
officers.
Under our notice pleading standard, a “petition need not allege ultimate
facts that support each element of the cause of action” or “identify a specific legal
theory.” Mormann v. City of Manchester, 27 N.W.3d 820, 834 (Iowa 2025)
(quoting Terrace Hill Soc’y Found. v. Terrace Hill Comm’n, 6 N.W.3d 290, 296
(Iowa 2024)). A petition only needs to “contain factual allegations that give the
defendant ‘fair notice’ of the claim asserted so the defendant can adequately
20
respond.” Id. (quoting Terrace Hill Soc’y Found., 6 N.W.3d at 296). “[F]air notice”
requires a petition to “inform[] the defendant of the incident giving rise to the
claim and of the claim’s general nature.” Id. (quoting Terrace Hill Soc’y Found., 6
N.W.3d at 296).
Here, the State satisfied our notice pleading standard. See Rees v. City of
Shenandoah, 682 N.W.2d 77, 79 (Iowa 2004) (stating that “nearly every case will
survive a motion to dismiss” because a petition merely needs to “inform[] the
defendant of the incident giving rise to the claim and of the claim’s general
nature”). The State pleaded that Lilly was “the Chief Executive Officer of GFS and
GFS Texas”; was a manager of three GFS-related entities alleged to have entered
purchase agreements with end users of the recycled blades; and “was at all times
relevant to this action a responsible corporate officer of GFS, GFS Texas, [and
the related entities].” The State pleaded that Albrecht was the “Chief Operating
Officer of GFS and GFS Texas”; was a manager of three GFS-related entities
alleged to have entered purchase agreements with end users of the recycled
blades; and “was at all times relevant to this action a responsible corporate
officer of GFS, GFS Texas, [and the related entities].” And the State pleaded that
all the defendants, including Lilly and Albrecht, improperly and illegally
permitted the waste turbine blades to speculatively accumulate at sites across
Iowa in violation of various statutes, regulations, and orders—including a strict
liability public welfare statute. The pleadings adequately put each of the officers
on notice of the incident giving rise to the claim and the theory of their liability.
See Mormann, 27 N.W.3d at 834; Rees, 682 N.W.2d at 79.
Therefore, the district court properly denied Lilly and Albrecht’s motion to
dismiss to the extent that they argued they could not be subject to personal
liability. See Haupt v. Miller, 514 N.W.2d 905, 910–11 (Iowa 1994) (en banc)
21
(“Although it is not possible to determine at the pleading stage what, if any,
participation the various defendants had in this transaction so as to expose them
to liability under this general duty, that uncertainty does not allow the
sustaining of a motion to dismiss . . . . Conceivably, plaintiff can show that any
one of the named defendants played a role in this transaction that triggered a
duty to handle the Thies guarantee agreement in a more protective manner.”).
B. Whether the Officers Are Subject to Personal Jurisdiction. Lilly and
Albrecht also contend that, even if the petition sufficiently alleges that they are
liable under Iowa Code section 455B.307, they lack sufficient contacts with the
State of Iowa for the district court to exercise personal jurisdiction over each of
them individually. “We review a ruling on a motion to dismiss for lack of personal
jurisdiction for correction of errors at law.” State ex rel. Bird v. TikTok, Inc., 30
N.W.3d 732, 736 (Iowa 2026); accord PSFS 3 Corp. v. Michael P. Seidman, D.D.S.,
P.C., 962 N.W.2d 810, 826 (Iowa 2021). As we review the ruling, “we accept the
facts alleged in the petition and the contents of uncontroverted affidavits as
true.” TikTok, Inc., 30 N.W.3d at 736. The plaintiff’s allegations must “make a
prima facie showing that the exercise of personal jurisdiction is allowed.”
Harding v. Sasso, 2 N.W.3d 260, 265 (Iowa 2023). “Once the plaintiff establishes
a prima facie case for personal jurisdiction, the burden shifts to the defendant
to rebut it.” TikTok, Inc., 30 N.W.3d at 736. The defendant rebuts personal
jurisdiction by adding uncontested facts to the mix that show exercising it would
be “unreasonable or otherwise improper.” Harding, 2 N.W.3d at 265.
Iowa’s courts exercise personal jurisdiction “in every case not contrary to
the provisions of the Constitution of the United States.” Iowa R. Civ. P. 1.306;
accord Harding, 2 N.W.3d at 264 (permitting “the widest exercise of personal
jurisdiction allowed under the Supreme Court’s precedents interpreting the
22
Fourteenth Amendment”). “As a result, our personal jurisdiction analysis in this
case collapses into an inquiry about the scope of the Due Process Clause’s
limits.” TikTok, Inc., 30 N.W.3d at 736. The inquiry turns on whether the
defendants had sufficient “minimum contacts” with Iowa such that haling them
into court here “does not offend ‘traditional notions of fair play and substantial
justice.’ ” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken
v. Meyer, 311 U.S. 457, 463 (1940)); accord Ostrem v. Prideco Secure Loan Fund,
LP, 841 N.W.2d 882, 891–92 (Iowa 2014). Specific personal jurisdiction exists
over a nonresident who directs activities into Iowa that give rise to the particular
claim. See Harding, 2 N.W.3d at 264–65; Cap. Promotions, L.L.C. v. Don King
Prods., Inc., 756 N.W.2d 828, 833 (Iowa 2008). “[P]ersonal jurisdiction must be
determined as to each defendant individually based on that defendant’s contacts
with the forum state.” Hammond v. Fla. Asset Fin. Corp., 695 N.W.2d 1, 7–8
(Iowa 2005).
1. Personal jurisdiction over Lilly. The State met its burden to establish
personal jurisdiction over Lilly. See Harding, 2 N.W.3d at 265 (“The contact
necessary to support the exercise of specific jurisdiction is not great.”). Lilly
signed his name to a consent order on behalf of GFS, agreeing that GFS would
recycle its decommissioned blades and provide the DNR with a surety bond.
Failure to comply with this consent order forms the basis for the DNR’s action
against GFS. Lilly’s involvement in the DNR’s inquiry supports the DNR’s claim
that he sufficiently directed GFS’s operations in Iowa to support the exercise of
specific personal jurisdiction over him individually. See, e.g., LeDuc v. Ky. Cent.
Life Ins., 814 F. Supp. 820, 825 (N.D. Cal. 1992) (holding that plaintiffs pleaded
sufficient facts to establish jurisdiction over “Defendant Burnett, the President
and Chairman of the Board of Kentucky Central,” where the plaintiffs alleged
23
that “he authored a letter to policyholders, including those in California, which
assured them that ‘there is absolutely no reason for you to be concerned about
your policy’s safety or about Kentucky Central’s stability,’ ” and “the writing of
such a letter of assurance to Kentucky Central policyholders is an act directed
to the forum which is closely linked [to] the allegations of th[e] litigation”
asserting fraudulent concealment of the financial downfall of the company).
Lilly’s claim that he has never been to Iowa for business purposes does not
defeat jurisdiction. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985)
(“So long as a commercial actor’s efforts are ‘purposefully directed’ toward
residents of another State, we have consistently rejected the notion that an
absence of physical contacts can defeat personal jurisdiction there.” (quoting
Keeton v. Hustler Mag., Inc., 465 U.S. 770, 774 (1984))). And his claim that he
was not “personally involved in the transactions and conduct complained of in
the Petition” does not undermine the inferences from Lilly’s signature on the
consent order that forms the basis for the State’s action that he was responsible
for GFS’s conduct at issue in this case.
2. Personal jurisdiction over Albrecht. Turning to Albrecht, we conclude
that the State did not meet its jurisdictional burden. Cf. LeDuc, 814 F. Supp. at
825–26 (analyzing personal jurisdiction for each defendant individually and
concluding that all but one lacked sufficient contacts with the forum state).
“Liability and jurisdiction are independent. Liability depends on the relationship
between the plaintiff and the defendants and between the individual defendants;
jurisdiction depends only upon each defendant’s relationship with the forum.”
MFS Series Tr. III ex rel. MFS Mun. High Income Fund v. Grainger, 96 P.3d 927,
933 (Utah 2004) (quoting Sher v. Johnson, 911 F.2d 1357, 1365 (9th Cir. 1990)).
Although the State sufficiently pleaded claims against Albrecht using the
24
responsible corporate officer doctrine, it does not necessarily follow that the State
has shown that Albrecht has sufficient contacts with Iowa to support personal
jurisdiction over him. Cf. In re Reddam, 180 A.3d 683, 690 (N.H. 2018) (“The
mere fact that a corporate officer can and generally does control a corporation
does not mean that the officer directed the specific actions that brought liability
upon the corporation and its controlling officers.”). Personal jurisdiction is
distinct from personal liability.
Unlike Lilly, the record does not show that Albrecht signed any contracts
or otherwise acted on GFS’s behalf related to the failure to properly recycle or
dispose of the turbine blades—the conduct that forms the basis for the State’s
claimed regulatory violations. The State argues that jurisdiction is proper over
Albrecht because a contract that GFS provided to the DNR listed him as a
“manager” of companies that sell GFS’s recycled product once it has been
processed. But those separate entities were dismissed from this case because
the record does not reveal that those entities’ subsequent attempts to sell the
decommissioned blades are related to GFS’s violations of the solid waste
regulations on the front end. Merely being connected to GFS in a way that is
unrelated to the claims cannot establish jurisdiction. See LeDuc, 814 F. Supp.
at 825–26; cf. Reddam, 180 A.3d at 690–91 (“[E]vidence that Reddam had
knowledge of, controlled, and directed the respondent companies’ actions that
violated RSA chapter 399–A can support a finding that the Department has
specific personal jurisdiction over him.”).
The district court found that because “Albrecht avers none of the
three . . . companies [of which he is listed as a manager] have ever done business
in the State of Iowa,” the companies lacked sufficient minimum contacts here for
an Iowa court to exercise personal jurisdiction over them. Albrecht’s
25
management of companies that lacked sufficient contacts with Iowa to hale them
into court certainly does not support personal jurisdiction over Albrecht
individually. Thus, we reverse the district court’s denial of Albrecht’s motion to
dismiss and remand for dismissal of the State’s claims against him without
prejudice. See Iowa R. Civ. P. 1.946; Hammond, 695 N.W.2d at 8; Jorge Constr.
Co. v. Weigel Excavating & Grading Co., 343 N.W.2d 439, 444 (Iowa 1984).
IV. Conclusion.
For these reasons, we affirm the district court’s ruling as to Lilly but not
as to Albrecht. We reverse the denial of Albrecht’s motion to dismiss for lack of
personal jurisdiction and remand for dismissal of the State’s claims against him
without prejudice.
Affirmed in Part, Reversed in Part, and Case Remanded.
Christensen, C.J., and Waterman, Mansfield, and McDermott, JJ., join
this opinion. May, J., files an opinion concurring in the judgment, in which
McDonald, J., joins.
26
#25–0443, DNR v. Lilly
May, Justice (concurring in the judgment).
There is good news, and there is troubling news. The good news is that the
majority seems to accept Delaware’s reasonable limits on corporate officers’
personal liability for environmental violations. See T.V. Spano Bldg. Corp. v. Dep’t
of Nat. Res. & Env’t Control, 628 A.2d 53, 61 (Del. 1993) (en banc). At least, the
majority concedes that those limits “provide an appropriate benchmark for
interpreting Iowa Code section 455B.307,” the solid waste disposal statute at
issue here. Under those commonsense limits, even a corporate officer who knows
of a violation cannot be personally liable unless the State proves “the officer
directed, ordered, ratified, approved, or consented to the improper disposal” that
violated the statute. T.V. Spano Bldg. Corp., 628 A.2d at 61.
Now for the troubling news. The majority does not seem wholly satisfied
with Delaware’s limited approach. So the majority has also adopted the so-called
“responsible corporate officer doctrine,” or the RCOD. And potential liability
under the RCOD is far broader than under Delaware’s narrow approach. By
design, the RCOD threatens high-ranking corporate officers with personal
liability for the corporation’s environmental violations, no matter whether the
officer knew of—much less participated in—the violation. And, according to the
majority, the RCOD is now “a rule of interpretation for environmental statutes
and other public welfare laws that impose strict liability on persons responsible
for the statutory violation.” (Emphasis added.) The majority says this even
though no prior Iowa case has adopted the RCOD. Certainly, no prior Iowa case
has said that the RCOD is a “rule of interpretation” for any Iowa statute.
Although I appreciate my colleagues’ efforts, I cannot agree with their
two-step approach. Delaware’s limited approach is enough, on its own. There is
27
no need to also adopt the RCOD, much less to anoint it as “a rule of
interpretation” for a potentially broad range of Iowa statutes, many of which are
not even involved in the case before us. This is not only needless but risky. It
invites future RCOD suits, future battles over the limits of RCOD liability, and
so on. We should avoid all of that. If we need to discuss the RCOD at all, we
should simply say that we aren’t adopting it—and leave it at that. I respectfully
concur in the judgment.
I. A Little More Background.
As mentioned, this case involves alleged violations of environmental
statutes. The State of Iowa alleges that certain foreign corporate entities—plus
two corporate officers (Donald Lilly and Ronald Albrecht) who reside in the State
of Washington—committed “violations of Iowa’s solid waste laws” by “illegally
dispos[ing] of solid waste by speculatively accumulating decommissioned wind
turbine blades at several locations in Iowa beginning as early as November 2017,
and ma[king] no effort to recycle or otherwise legally dispose of the blades.” Lilly,
Albrecht, and some of the corporate defendants moved to dismiss for lack of
personal jurisdiction. The district court granted the motion as to the corporate
movants but denied it as to Lilly and Albrecht. Lilly and Albrecht were granted
interlocutory review of that ruling.
Although the motion under review only sought dismissal on personal
jurisdiction grounds, our court has addressed three distinct issues, two of which
are not jurisdictional.
1. First, the court has considered whether the State’s petition adequately
pleaded a claim for which relief can be granted against Lilly and
Albrecht.
28
2. Second, the court has considered what standard should be applied
when deciding whether corporate officers can be held personally liable
for a corporation’s environmental violations.
3. Finally, the court has considered the jurisdictional question raised by
Lilly and Albrecht’s motion.
I agree with the majority’s resolution of the pleading issue and the
jurisdictional issue. As to the pleading issue, I agree that the State’s detail-laden,
thirteen-page petition easily meets our notice pleading standards as to the
State’s claims that all defendants—including Lilly and Albrecht—committed
“violations of Iowa’s solid waste laws” by “illegally dispos[ing] of solid waste” in
the manner described and at the times and places specified in said petition. As
to the jurisdictional issue, I also agree that under our well-established
minimum-contacts analysis, the district court can exercise personal jurisdiction
over Lilly but not over Albrecht.
As mentioned, though, I have concerns about the majority’s approach to
the larger question: What must be proven to impose personal liability on
corporate officers under our solid waste statutes? I turn to that question now.
II. Proper Boundaries on Personal Liability.
To find the boundaries of statutory liability, personal or otherwise, we
must look to the statute itself. Here, the liability-creating statute is Iowa Code
section 455B.307(3) (2024), which says that “[a]ny person who violates” the
prohibition on unlawful dumping of solid waste is liable for a civil penalty. And
because “person” can include “corporation[s],” “limited liability compan[ies],” and
“any other legal entity,” id. § 4.1(20), it seems clear that the companies that
actually handle waste—like the corporate defendants here—can be liable for their
own “violation[s],” id. § 455B.307(3). Likewise, because “person” also includes
29
“individual[s],” see id. § 4.1(20), it seems plausible that some employees of those
corporate defendants could be personally liable if—and this is the rub—those
employees violated the prohibition. This aspect is crucial because—again—the
Iowa Code only authorizes penalties against “[a]ny person who violates” the
prohibition. Id. § 455B.307(3) (emphasis added).
And so the crucial question is this: When, exactly, does a corporate officer
“violate” this sort of prohibition?
I think the commonsense answer is that an officer usually doesn’t violate
the prohibition unless the officer was “directly and personally engaged in
conduct leading to” the violation. 14 William Meade Fletcher et al., Fletcher
Cyclopedia of the Law of Corporations § 6770.50, Westlaw (database updated
Sep. 2025). This lines up with Iowa’s approach to our employment discrimination
statutes. In Rumsey v. Woodgrain Millwork, Inc., we held that individuals can’t
be personally liable for employment discrimination or retaliation unless the
individual “is personally involved in, and has the ability to effectuate, an adverse
employment action.” 962 N.W.2d 9, 36 (Iowa 2021). Likewise, a corporate officer
shouldn’t be personally liable for an environmental violation unless, at the very
least, the officer “is personally involved in” the violation. Id.
Delaware has taken a similar approach. As mentioned, the Supreme Court
of Delaware recognized that officers can be personally liable for some
waste-disposal violations—but only under particular conditions. T.V. Spano
Bldg. Corp., 628 A.2d at 61. They can be liable, the court held, for “actually
making corporate decisions resulting in the improper disposition of hazardous
waste.” Id. Thus, the officer must have been “actively involved in the alleged
violative activity.” Id. (quoting United States v. Conservation Chem. Co. of Ill.,
733 F. Supp. 1215, 1221 (N.D. Ind. 1989)). “The State must show that the officer
30
directed, ordered, ratified, approved, or consented to the improper disposal.” Id.
This could encompass not only violations that the officer authorized and directed
but also violations that were “in the regular course of that business, with [the
officer’s] knowledge and with their consent or approval, or such acquiescence on
[the officer’s] part as warrants inferring such consent or approval.” Id. (quoting
3A William Meade Fletcher et al., Fletcher Cyclopedia of the Law of Corporations
§ 1135 (1990)). But “[i]t is not enough that the officer knew of an improper
disposal.” Id. “Simple knowledge,” the Delaware court clarified, “is not sufficient
for the imposition of personal liability.” Id.
III. Kudos to the Majority.
To their credit, the majority appears to adopt Delaware’s limits on personal
liability for officers. Toward the end of section III.A.2, the majority opinion states:
[T]he Supreme Court of Delaware required “[t]he State [to] show that
the officer directed, ordered, ratified, approved, or consented to the
improper disposal.” T.V. Spano Bldg. Corp., 628 A.2d at 61. This
could encompass not only violations that the officer authorized and
directed, but also violations that were “in the regular course of that
business, with [the officer’s] knowledge and with their consent or
approval, or such acquiescence on [the officer’s] part as warrants
inferring such consent or approval.” Id. (quoting 3A William Meade
Fletcher et al., Fletcher Cyclopedia of the Law of Corporations § 1135
(1990)). But “[i]t is not enough that the officer knew of an improper
disposal.” Id. “Simple knowledge is not sufficient for the imposition
of personal liability.” Id.
(Second and subsequent alterations in original.)
The opinion goes on to say that “these limitations provide an appropriate
benchmark for interpreting Iowa Code section 455B.307 as it applies to
responsible corporate officers.”
I think the statements just quoted are enough. They offer an adequate
explanation of the standard governing personal liability for corporate officers. No
more is needed.
31
IV. Why Say More?
Although no more is needed, the majority opinion says much more. Indeed,
the majority performs a sort of “two-step” maneuver. First, the majority adopts
the RCOD, which it calls a “rule of interpretation” for a potentially wide range of
statutes. Then, the majority seems to impose certain limits on the RCOD by
adopting the Delaware approach as a “benchmark” for interpreting
section 455B.307. And again, I certainly applaud the adoption of the Delaware
approach. But if liability really is limited to that which is imposed under the
Delaware approach, what is the point of also adopting the RCOD, which
ordinarily creates much broader liability than the Delaware approach? It’s a little
like posting signs for a 55-mph speed limit and then posting signs for an 80-mph
speed limit—and then leaving both signs up. If drivers are really free from liability
if they stay under 80 mph, why even discuss a more stringent 55-mph limit? At
a minimum, that’s confusing.
Likewise, I am confused by the majority’s adoption of two conflicting
regimes here. Why not simply say, “We’re adopting the Delaware approach, not
the RCOD,” and then delete the other pages that discuss the RCOD?
The majority, though, goes beyond merely adopting the RCOD for purposes
of this case. Instead, the majority says that the RCOD is now “a rule of
interpretation for [Iowa’s] environmental statutes and other public welfare laws
that impose strict liability on persons responsible for the statutory violation.”
(Emphasis added.) Yet I see no prior Iowa case that has adopted the RCOD, much
less adopted it as a “rule of interpretation” for any type of Iowa statute. I also
notice that only about ten other jurisdictions have adopted the RCOD. And at
least some courts in those jurisdictions have described the RCOD as a mere
“common law theory of liability.” People v. Roscoe, 87 Cal. Rptr. 3d 187, 189
32
(Ct. App. 2008); accord Celentano v. Rocque, 923 A.2d 709, 722 (Conn. 2007)
(“The responsible corporate officer doctrine is a common-law theory of liability.
See, e.g., United States v. Park, 421 U.S. 658, 670–73, 95 S. Ct. 1903,
44 L. Ed. 2d 489 (1975).”). United States District Court Judge Mark W. Bennett
(ret.), long noted for his scholarship, described the RCOD as “a creation of the
common law.” United States v. Quality Egg, LLC, 99 F. Supp. 3d 920, 924 n.3
(N.D. Iowa 2015), aff’d sub nom., United States v. DeCoster, 828 F.3d 626 (8th
Cir. 2016).
In any event, consider the implications of this court’s adoption of the
RCOD as a “rule of interpretation” that governs both “environmental statutes
and other public welfare laws that impose strict liability on persons responsible
for the statutory violation.” We cannot expect regulators to overlook this. Rather,
regulators will expect us to approve RCOD personal liability for corporate officers
under any statute that can be characterized as a strict-liability “public welfare
law.” And as for the more-limited Delaware approach, regulators may argue that
it is not really a part of the RCOD. Indeed, if you read the Delaware case that the
majority and I both rely on, you will find no reference to a “responsible corporate
officer doctrine.” Regulators may also note that in today’s opinion, the majority
does not actually say that the Delaware limits are part of the majority’s RCOD
“rule of interpretation.” Rather, the majority merely says that those limits are an
“appropriate benchmark for interpreting Iowa Code section 455B.307.” Of
course, this leaves open future arguments that the Delaware limits are not
“appropriate benchmark[s]” for RCOD claims under other strict-liability “public
welfare laws.” And so, today’s opinion opens the door to full-blown RCOD liability
under a broad—or, at least, an undetermined—range of Iowa statutes.
33
V. But What’s the Big Deal?
But why, the reader might ask, am I so concerned about the RCOD? My
concern is about the vast potential breadth of RCOD liability (and I think that
concern is shared by the majority, at least to some degree; otherwise, the
majority wouldn’t have added in the Delaware approach as a limiter on RCOD
liability under section 455B.307).
As the State accurately explains: under the traditional view of the RCOD,
a corporate officer’s personal liability “is not based on an officer’s personal
participation, or even knowledge of the alleged violations” of a statute. (Citing
Park, 421 U.S. at 670.) Rather, under the RCOD, an officer’s liability flows from
their position in the corporation and, of course, the power that comes with that
position. That is what the Supreme Court said in United States v. Park, a
foundational RCOD case. Id. at 670–71. What matters, Park said, is that “by
virtue of the relationship” an officer “b[ears] to the corporation,” the officer “had
the power to prevent the act complained of.” Id. (emphasis added). And so,
because high-ranking corporate officers are theoretically capable of preventing
nearly any corporate activity, those officers might be personally liable for any
company violation solely because of their position in the company and the power
that comes with it. As the State’s brief explains: “The responsible corporate
officer doctrine is meant to apply to high-ranking corporate officers . . . who
operate companies that violate public welfare laws. . . . State cases applying the
doctrine routinely have imposed liability on company officers . . . who had the
ability to prevent or correct environmental violations through their corporate roles,
but did not do so.” (Emphasis added.)
I respectfully submit that this court should not inject that sort of scheme
into Iowa law. See State v. Markowitz, 273 A.D.2d 637, 640–42 (N.Y. App. Div.
34
2000) (declining to impose strict statutory liability on “stockholders or officers of
corporations which own or operate the system from which a[n] [oil] spill has
occurred based solely on those statuses”). If the RCOD’s style of “buck stops
here” liability is to threaten high-ranking officers of Iowa corporations—as well
as foreign companies, like those before us—the judiciary should not be its
creator. Rather, if that sort of change is to come, it should come through a clear
mandate from the people’s democratically elected policymakers in Iowa’s
legislature. As the Supreme Court advised in Meyer v. Holley, even when a
statute advances crucial public interests—such as combatting racial
discrimination in housing—courts should not adopt schemes like the RCOD
unless the legislature has clearly authorized them. 537 U.S. 280, 287 (2003)
(distinguishing Park, 421 U.S. at 673, and United States v. Dotterweich, 320 U.S.
277, 280–81 (1943), because, in those situations, Congress had specified its
intent that officers or agents would be liable for corporate violations); see Martin
Petrin, Circumscribing the “Prosecutor’s Ticket to Tag the Elite”--A Critique of the
Responsible Corporate Officer Doctrine, 84 Temp. L. Rev. 283, 321 (2012)
[hereinafter Petrin] (“In light of the doctrine’s singular position within the
traditional legal framework and its uneasy fit with corporate law principles,
courts should heed the Supreme Court’s call in Meyer and refrain from extending
the duties of a corporate entity to its ‘responsible officers’ in absence of a clear
legislative mandate.”).
But I find no clear legislative mandate for the RCOD in the provisions
before us. As explained, although the statute allows personal liability for “[a]ny
person who violates” the prohibition, it does not specify how a personal violation
is to occur. Iowa Code § 455B.307(3) (emphasis added). Certainly, the statute
does not say that if you’re a “responsible officer,” every corporate violation is your
35
violation—whether you were involved in it or not, and whether you knew of it or
not. If the legislature had wanted to impose such broad-ranging liability on
corporate executives, it certainly could have said so. After all, some other
legislatures in other jurisdictions have expressly authorized “responsible
corporate officer” liability in certain environmental statutes. For instance,
“Congress has amended both the Clean Water Act and the Clean Air Act to
include ‘any responsible corporate officer[s]’ in the definition of ‘person[s]’ who
face criminal penalties under each Act.” Petrin, 84 Temp. L. Rev. at 291
(alterations in original) (quoting 33 U.S.C. § 1319(c)(6) (2006); 42 U.S.C.
§ 7413(c)(6) (2006)). Similarly, the legislatures of California, Connecticut, Hawaii,
Indiana, New Jersey, and Wisconsin have all expressly named “responsible
corporate officers” (or some synonym) as potentially liable parties under
environmental statutes. See Cal. Pub. Res. Code §§ 25321(b), 25362(e) (West
2026); Conn. Gen. Stat. § 22a-438(b)–(e) (2026); Haw. Rev. Stat. § 342D-37
(2026); Ind. Code §§ 13-11-2-191(a), 13-12-6-1 (2025); N.J. Stat. Ann. § 58:10A3(l) (West 2025); Wis. Stat. § 283.91(6) (2025). Yet Iowa’s legislature has chosen
not to adopt that sort of language.
Of course, as the majority notes, there are courts that have adopted the
RCOD without explicit statutory support. See, e.g., Roscoe, 87 Cal. Rptr. 3d
at 190, 194–95. Yet we would not be the first court to reject schemes like the
RCOD because of the absence of clear legislative authorization. Cf. Markowitz,
273 A.D.2d at 640–42. I’ve already mentioned Meyer, where the Supreme Court
opined that “courts ordinarily should determine [corporate agent liability] in
accordance with traditional principles of vicarious liability-unless, of course,
Congress, better able than courts to weigh the relevant policy considerations,
has instructed the courts differently.” 537 U.S. at 290–91.
36
Similarly, in Asdal Builders, LLC v. New Jersey Department of
Environmental Protection, the court vacated penalties against certain corporate
officers “for violations prior to October 2, 2006,” the date on which the relevant
environmental regulations “added the term ‘responsible officer.’ ” 46 A.3d 575,
584 (N.J. Super. Ct. App. Div. 2012). Before that change occurred, the court
observed, “the statute did not impose individual liability on responsible corporate
officers.” Id.
Likewise, in Illinois v. Commonwealth Edison Co., the federal district court
reasoned that because Congress had expressly authorized actions by a federal
agency against “responsible corporate officers” but had not expressly authorized
such actions by private citizens, it discerned a “clear intent of Congress to exempt
individual corporate officers from liability under citizen’s suits.” 490 F. Supp.
1145, 1147–48 (N.D. Ill. 1980); accord Illinois v. Celotex Corp., 516 F. Supp. 716,
719 (C.D. Ill. 1981).
Also, in Commissioner of Environmental Protection v. Underpass Auto Parts
Co., the Connecticut Supreme Court found that because its legislature had
expressly authorized the RCOD in certain criminal Aquifer Protection Act cases
but had not expressly authorized the doctrine as to civil liability, the RCOD did
not apply to civil Aquifer Protection Act cases. 123 A.3d 1192, 1208 (Conn. 2015).
The same sort of logic should apply here. In some parts of the Iowa Code,
our legislature has expressly imposed personal liability on corporate officers for
particular corporate wrongs, such as certain sales tax violations. Iowa Code
§ 423.40(2) (imposing criminal liability on “officers of any corporation” who
engage in certain sales tax violations); cf. id. § 502.509(7)(b) (imposing liability
on “[a]n individual” who is an “executive officer . . . of a person liable” for certain
securities fraud violations). Likewise, in the environmental statutes at issue here,
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our legislature could have chosen to expressly adopt the RCOD. But the
legislature chose not to. We should not substitute a different choice. Antonin
Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts 96
(2012) (“Judicial amendment flatly contradicts democratic self-governance.”).
VI. Conclusion.
Although I appreciate my colleagues’ efforts in this case, I cannot join them
in adopting the RCOD. Instead, we should just apply Delaware’s much more
limited approach and be done. I respectfully concur in the judgment.
McDonald, J., joins this concurrence in the judgment.