Justia Contracts Opinion Summaries

Articles Posted in Idaho Supreme Court - Civil
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Robert, David, and Troy Taylor were partners in a commercial fire prevention business based in Alaska. Troy later formed his own business that directly competed with the partnership. In January 2015, Robert, David, and Troy signed an eight-paragraph agreement (“the Agreement”) that settled all potential legal claims relating to Troy’s competing business. The Agreement provided that Robert and David would buy Troy’s interest in the partnership. In exchange, Troy agreed to pay Robert and David $30,000 each and not work in the fire prevention industry in Alaska and Nevada. In March 2018, Robert and David brought this action in Idaho alleging, among other things, that Troy had breached the Agreement by working for a competing fire prevention business in Nevada. Troy counterclaimed, asserting Robert and David had breached the Agreement. Robert and David voluntarily dismissed some claims and the district court dismissed the rest. In addition, the district court granted summary judgment in Troy’s favor on his breach of contract counterclaim. Robert and David appealed, challenging the district court’s rulings that: (1) the noncompete provision in the Agreement was unenforceable; (2) the Agreement was severable and enforceable without the noncompete provision; and (3) they could not assert an affirmative defense of excusable nonperformance based on their allegation that Troy materially breached the Agreement. After review, the Idaho Supreme Court found the district court only erred in finding the noncompete clause was severable from the Agreement as a matter of law. The Court affirmed in all other respects. View "Taylor v. Taylor" on Justia Law

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Mike Von Jones (“Jones”) appealed the denial of his motion to set aside a sheriff’s sale and the award of attorney fees to Safaris Unlimited LLC (“Safaris”) under Idaho Code section 12-120(5). A jury found there was an enforceable contract between Jones and Safaris, and that Jones breached the contract. Safaris petitioned for and obtained a writ of execution requiring the sheriff to execute upon Jones’s personal and real property, including a pending lawsuit against Jeremy Sligar and Overtime Garage, LLC. At the sheriff’s sale, Safaris (the only bidder present) bought the lawsuit for $2,500.00 via a credit bid. Although Jones received notice of the sheriff’s sale, neither Jones nor his representative attended. Jones did, however, file a motion to set aside the sheriff’s sale of the Sligar Lawsuit. Then Safaris executed on additional personal property of Jones. The sale returned $8,300.00. While both Jones’s and Safaris’ appeals were pending, Jones tendered a $119,238.04 check to the clerk of the court in an attempt to satisfy the remainder of the amended judgment. The district court granted Safaris’ motion for release of funds and determined that the deposited funds were sufficient to satisfy the amended judgment. However, the district court found that the deposited funds exceeded the amount owed by $2,500.00 because Jones’s tender did not account for Safaris’ credit bid to purchase the Sligar Lawsuit. The district court held that Jones had not demonstrated a gross inadequacy of consideration because he failed to establish the litigation’s approximate value. Similarly, Jones failed to show very slight additional circumstances because he could not point to any procedural irregularities “pertaining to either the notice or conduct of the sale.” After denying Jones’s motion to vacate the sheriff’s sale, the district court ordered the clerk of the court to release the remaining $2,500.00 from the tender back to Jones or his attorneys. Jones timely appealed, arguing: (1) the district court erred by concluding Jones’s monetary tender to the clerk of the court did not preclude Safaris from claiming ownership of Jones’s pending lawsuit; (2) the district court abused its discretion by denying his motion to set aside the sheriff’s sale; and (3) the district court erred in awarding costs and fees pursuant to section 12-120(5) for actions taken after Jones’ tender to the clerk. Finding no reversible error, the Idaho Supreme Court affirmed the district court's orders. View "Safaris Unlimited, LLC v. Jones" on Justia Law

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Brent Meyer appealed pro se a district court’s judgment granting Adam Walker’s breach of contract claim against him. Walker hired Meyer to assist him with the demolition and remodel of a home he had purchased in Soda Springs, Idaho. Walker alleged that in June 2018, the parties entered into an agreement in which Walker agreed to pay Meyer $18,000 in exchange for Meyer’s labor on the home. This contract was subsequently modified by the parties as Meyer performed work on other areas of the home not covered by the contract and Walker paid Meyer more money than provided in the original contract – roughly $60,000. On October 16, 2018, Walker fired Meyer from the job, alleging the labor was not up to industry standards and did not add value to the home. Walker hired another contractor to fix or redo the work completed by Meyer and his subcontractors. Meyer argued the district court erred in concluding he was not a “construction professional” as defined by Idaho’s Notice and Opportunity to Repair Act (“NORA”), Idaho Code sections 6-2501–04, and claimed the case should have been dismissed because Walker failed to comply with the notice requirement of NORA. Finding no reversible error, the Idaho Supreme Court affirmed the district court. View "Walker v. Meyer" on Justia Law

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Nathan Smith appealed a district court order granting summary judgment in favor of his former employer, Kount, Inc., and denying his cross motion for summary judgment on the grounds that the compensation agreement he signed unambiguously required Smith to remain employed until a specified date to earn the bonus compensation, and Smith resigned before that date. Finding no reversible error, the Idaho Supreme Court affirmed the district court's judgment. View "Smith v. Kount Inc." on Justia Law

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SRM Arms, Inc. (“SRM”) filed suit against GSA Direct, LLC, (“GSA”) and FFL Design, LLC, (“FFL”) (collectively, the “Entity Defendants”), and Anthony Turlington, David Lehman, and Ryan Fitzgerald (collectively the “Individual Defendants”), alleging breach of contract, breach of the covenant of good faith and fair dealing, fraud, aiding and abetting in the commission of fraud, and unjust enrichment. After the jury awarded verdicts for SRM, all Defendants asked the court to modify the judgments or grant a new trial. The district court entered a remittitur for the claims against the Entity Defendants because it found the amount the jury awarded was excessive and not supported by sufficient evidence at trial. On appeal, SRM argued the district court erred in reducing the awarded damages. In their cross-appeal, the Entity Defendants argued the jury improperly found fraud and improperly found FFL liable for GSA’s debts. The Entity Defendants also argued the damages should have been reduced further. Additionally, the district court granted the Individual Defendants’ motion for a new trial on liability and damages because it found the jury instructions were inadequate to distinguish between direct liability and alter-ego liability. On appeal, SRM argues the jury correctly determined direct liability and associated damages. The Idaho Supreme Court affirmed in part, reversed in part and remanded in part. Regarding the Entity Defendants, the Supreme Court reversed and remanded for reconsideration of the remittitur, or in the alternative, a new trial, in light of the Supreme Court's conclusion that a possible alternate basis for the jury’s verdict could exist. The Supreme Court affirmed the district court’s decision upholding the verdict of fraud against GSA and FFL. The district court’s decision to uphold the verdict that FFL is liable to SRM was also affirmed; the Court found the statute of frauds was satisfied and not, as the jury decided, because an exception to the statute of frauds applied. The Court reversed the district court’s decision to uphold the finding of unjust enrichment and remanded for further consideration of whether there was substantial and competent evidence in the record supporting the jury’s award of damages against FFL for both breach of an implied-in-fact contract and unjust enrichment. Regarding the Individual Defendants, the Supreme Court affirmed the district court’s granting of a new trial on liability against the Individual Defendants. The district court’s award of a new trial on damages against the Individual Defendants was also affirmed. View "SRM Arms, Inc. v. GSA Direct, LLC" on Justia Law

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Craig Stark entered into a contract with McCarthy Corporation to construct a storage facility for recreational vehicles and boats. The relationship turned sour after McCarthy sent Stark an invoice for work Stark believed he had already paid for in full. After the parties were unable to resolve their dispute, Stark terminated McCarthy’s contract. McCarthy then filed a lien against Stark’s property and brought suit for breach of contract and to foreclose its lien. Stark, Stark Investment Group, and U.S. Bank, Stark’s construction lender on the project, counterclaimed for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent misrepresentation, slander of title by the recording of an unjust lien, and breach of the Idaho Consumer Protection Act (“ICPA”). After a bench trial, the district court largely agreed with Stark's counterclaims and dismissed McCarthy's complaint. McCarthy appealed the district court’s findings, damages award, and attorney fees award. Finding no reversible error, the Idaho Supreme Court affirmed the district court's holdings that McCarthy breached the contract between the parties and McCarthy violated the ICPA. View "McCarthy Corporation v. Stark Investment Group" on Justia Law

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Beginning in the 1980s and 1990s, two Idaho businesses did roofing work under substantially similar names: one, Gem State Roofing, Inc., performed work primarily in Blaine County (Gem State-Blaine); the other was a corporation operating under the name Gem State Roofing and Asphalt Maintenance, which also did business as Gem State Roofing. The latter was based in Boise, Idaho, and performed work in a significantly larger area. In 2011, Gem State Roofing and Asphalt Maintenance was succeeded in interest by United Components, Inc. (UCI.) Notwithstanding its change of name, it continued to do business as Gem State Roofing. In 2005, prior to UCI’s name change, the two businesses with similar names entered into a Trademark Settlement Agreement (TSA), prohibiting UCI from advertising, soliciting, or performing business in Blaine County, with exceptions for certain services (i.e., warranty, maintenance work, or work performed for previous customers). In addition, UCI agreed that if it received a request for work it was contractually unable to fulfil because of the TSA, it would refer the work to Gem State-Blaine. In 2018, Gem State-Blaine sued UCI, alleging it had breached the TSA when it advertised, solicited, bid on, and performed roofing work in Blaine County, and had failed to refer requests for work as required under the TSA. After a bench trial, the district court concluded that, despite UCI’s breach of the TSA and the implied covenant of good faith and fair dealing, Gem State-Blaine had failed to prove damages or that it was entitled to a permanent injunction. The district court further found that Gem State-Blaine had no protectable common-law trademark. Finally, the district court concluded that there was no prevailing party and declined to award attorney fees and costs. Gem State-Blaine timely appealed. UCI timely cross-appealed the district court’s denial of its request for attorney fees and costs. After review, the Idaho Supreme Court reversed in part, affirmed in part, vacated in part, and remanded for further proceedings. The district court’s refusal to enter a permanent injunction was reversed, and the court directed to enter a permanent injunction to enjoin UCI from any further breach of the TSA. The district court’s refusal to award attorney fees and costs as a sanction for UCI’s discovery violations, and the district court’s conclusion that Gem State-Blaine did not have a protectable common-law trademark against UCI were also reversed. The Supreme Court vacated the district court’s determination that neither party prevailed. The matter was remanded for the district court to determine whether there was a prevailing party, and to determine if attorney fees and costs should be awarded. The district court’s decision denying damages was affirmed. View "Gem State Roofing, Incorp. v. United Components, Inc." on Justia Law

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Off-Spec Solutions LLC was a trucking company located in Nampa, Idaho, that was formed by two brothers: Christopher and Daniel Salvador. The Salvadors sold 51 percent of their ownership interest in Off-Spec Solutions to Transportation Investors LLC. To implement the transaction, the Salvadors and Transportation Investors entered into a purchase agreement and an LLC agreement. The purchase agreement identified “The Central Valley Fund II” and “The Central Valley Fund III” as affiliates of Transportation Investors. Off-Spec Solutions also entered into separate employment agreements with the Salvadors. The purchase agreement stated that all disputes concerning the agreement would be governed by California law. After disputes arose between the parties, Off-Spec Solutions petitioned an Idaho district court to compel the Salvadors to arbitrate claims relating to the employment agreements in Idaho instead of California. The Salvadors subsequently filed a cross-application with the district court seeking to compel Off-Spec Solutions and Transportation Investors and its affiliates to arbitrate all claims between the parties in a consolidated arbitration in Idaho. While those applications were pending, Transportation Investors and its affiliates filed a petition with a California Superior Court seeking to compel the Salvadors to arbitrate all claims arising from the purchase agreement and the LLC agreement in Sacramento County, California. The questions this case presented for the Idaho Supreme Court’s review were: (1) whether a forum selection clause was unenforceable under California law if enforcement would contravene a strong public policy of the forum where suit is brought (in this case, Idaho); and, if yes, then (2) whether the forum selection clauses at issue must be invalidated based on the public policy set forth in Idaho Code section 29-110(1). The Supreme Court held California law required an examination of the public policy of the forum in which suit was brought, and that the forum selection clauses at issue violated the strong public policy of the State of Idaho. The Court affirmed the district court’s ruling that claims arising from the parties’ purchase agreement and LLC agreement had to be arbitrated in Idaho. View "Off-Spec Solutions LLC v. Transportation Investors LLC" on Justia Law

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The Estate of Frances Elaine Warren entered into a purchase and sale agreement with Tricore Investments, LLC involving real property near Priest Lake in Bonner County, Idaho. Before closing, the Estate sold the property to other buyers: John Stockton and Todd Brinkmeyer. Tricore filed a complaint against the Estate for breach of contract and violation of the Idaho Consumer Protection Act (“ICPA”), among other things, and sought specific performance of the purchase and sale agreement. The complaint also alleged that Stockton and Brinkmeyer tortiously interfered with the purchase and sale agreement and that the Estate, Stockton, and Brinkmeyer (collectively, “Appellants”) engaged in a civil conspiracy. The case proceeded to a bench trial where the district court found: (1) the purchase and sale agreement between the Estate and Tricore constituted a valid and enforceable contract; (2) the Estate breached the contract when it sold the property to Stockton and Brinkmeyer; (3) the Estate’s actions violated the ICPA; (4) Stockton and Brinkmeyer tortiously interfered with the contract; and (5) Appellants engaged in a civil conspiracy. The district court ordered specific performance of the contract but declined to award any additional damages. The Estate and Stockton jointly appealed; Brinkmeyer appealed separately. The Estate argued the purchase and sale agreement was not a valid, enforceable contract because it violated the statute of frauds and there was no meeting of the minds. In the alternative, the Estate argued it did not breach the contract because Tricore repudiated it, and it did not violate the ICPA. Stockton and Brinkmeyer argued they did not tortiously interfere with the purchase and sale agreement. Together, Appellants argued they did not engage in a civil conspiracy. The Idaho Supreme Court affirmed the district court’s grant of summary judgment for Tricore on the Estate’s statute of frauds defense. The Court also affirmed the district court's findings that: (1) the Estate breached the Tricore PSA; (2) the Estate violated the ICPA; and (3) Stockton and Brinkmeyer tortiously interfered with the Tricore PSA. The district court's finding that Appellants engaged in a civil conspiracy was reversed. As a result, the attorney fee award was affirmed only as it applied to the Estate from fees against Stockton and Brinkmeyer. Tricore was not entitled to monetary damages on the tortious interference claim. View "Tricore Investments LLC v. Estate of Warren" on Justia Law

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J.R. Simplot Company (“Simplot”) hired Erik Knudsen for a position as a packaging engineer. Early on in his employment, Knudsen was told that he would be the startup manager on a Simplot project in Grand Forks, North Dakota. Knudsen was unfamiliar with the startup manager position and questioned whether those job duties were fairly within the scope of his employment as a packaging engineer. Simplot and Knudsen disagreed as to the nature of his job, leading to the eventual termination of Knudsen’s employment. After his dismissal, Knudsen filed this action, alleging fraud, promissory estoppel, breach of the covenant of good faith and fair dealing, and negligent infliction of emotional distress. The district court granted Simplot’s motion for summary judgment as to all of Knudsen’s claims and denied Simplot’s subsequent motion for attorney’s fees. The Idaho Supreme Court determined Knudsen's fraud claim was cognizable notwithstanding the at-will employment doctrine. However, the Supreme Court concluded summary judgment on all of Knudsen's claims was appropriate. View "Knudsen v. J.R. Simplot Company" on Justia Law