Justia Contracts Opinion Summaries

This appeal arose from a contractual dispute between the Christopher W. James Trust (“the Trust”) and Idaho Mineral Springs, LLC, a water bottling company owned by Helmut Tacke. In 2000, Tacke built Idaho Mineral Springs’ bottling facility on approximately 10 acres of a 374 acre parcel he owned in Lemhi County, Idaho. He installed a high-density polyester pipeline running about eight-tenths of a mile from a spring on the property to the water-bottling plant. From 2000 to 2013, Tacke sold little to no bottled water. By March 2013, Tacke owed on two promissory notes secured by mortgages on the property. That same year, Tacke’s machinery malfunctioned and he needed to obtain new equipment. Tacke negotiated an agreement with Christopher James (“James”), who, with his wife, Debra, were trustees of the Trust and the Firstfruits Foundation (“Firstfruits”), a 501(c)(3) nonprofit foundation. The Agreement called for Firstfruits to pay off the outstanding loans on the property. In exchange, Tacke transferred title to 364 acres of the property, retaining the 10 acres of land where Idaho Mineral Springs’ operations were conducted. The Agreement further provided that the Trust would loan Idaho Mineral Springs $500,000 for two years with a 5% interest rate. Because James expected that the U.S. dollar would depreciate against the Australian dollar and precious metals, the Agreement called for the loan to be repaid in specified quantities of gold, silver and Australian dollars (“the commodity basket”). The Agreement also called for quarterly interest payments of 1.25% based upon the value of the commodity basket. Firstfruits entered into a joint venture with another nonprofit, Youth Employment Program, which sought to develop and manage the 364 acres. A conflict arose between the parties over Tacke’s waterline: Adams removed Tacke’s mainline and replaced it with a new PVC system. Adams reduced the flow to Idaho Mineral Springs from 91 gallons per minute (a discharge rate that Adams believed “could collapse the mainline”) to 30 gallons per minute. Tacke claimed that the new water system prohibited a direct flow of water from the spring to his plant and operated at a dramatically lower pressure than Tacke needed for Idaho Mineral Springs’ operations. Tacke appealed the district court’s ultimate judgment in favor of the Trust for $653,793.40. The Idaho Supreme Court reversed and remanded, finding that the awards of contract damages and prejudgment interest had to be vacated because the Trust failed to prove the value of the commodity basket. The matter was remanded for further proceedings. View "Christopher W. James Trust v. Tacke" on Justia Law

This case involved a dispute over the return of earnest money following termination of an agreement to purchase a storage facility between River Range, LLC, (River Range), the buyer, and Citadel Storage, LLC, (Citadel), the seller. Following River Range’s termination of the agreement, River Range demanded the return of its earnest money. Citadel refused, arguing that the deadline for the return of the earnest money had passed. The district court granted summary judgment in favor of Citadel. River Range appealed, arguing that the district court erred in holding that: (1) the agreement was unambiguous and an addendum eliminated River Range’s right to have the earnest money refunded after a certain date; (2) River Range waived its right to terminate the agreement when it did not exercise the right to terminate the agreement by the due diligence deadline; and (3) Citadel did not breach the duty of good faith and fair dealing. Finding no reversible error, the Idaho Supreme Court affirmed. View "River Range v. Citadel Storage" on Justia Law

At issue in this appeal before the Idaho Supreme Court was the doctrine of successor liability and its applicability to a business known as “Fatty’s Bar” (“Fatty’s”). Tons of Fun, LLC opened Fatty’s in October 2010 and a short time later its manager, Clay Roman, signed a textile services agreement with Alsco, Inc. The Agreement contained an automatic renewal clause, by which the Agreement would renew automatically for a period of 60 months if neither party terminated it in writing at least 90 days before its initial expiration. Fatty’s fell on difficult financial times, and closed for a period in January 2013. Soon after, Steven and Jennifer Masonheimer created a limited liability company called Fatty’s Bar, LLC, and re-opened Fatty’s in mid-February, 2013, continuing to receive textiles from Alsco. The Agreement automatically renewed in March 2016. In March 2017, Fatty’s Bar, LLC terminated the Agreement, well before the 60-month term was set to expire. Alsco then sued Fatty’s Bar, LLC and Clay Roman, seeking damages based on a liquidated damages provision in the Agreement. After a court trial, the district court held that both Fatty’s Bar, LLC and Roman, were jointly and severally liable to Alsco for damages under a liquidated damages clause that was also in the Agreement. Fatty’s Bar, LLC appealed. Finding no reversible error, the Idaho Supreme Court affirmed. View "Alsco v. Fatty's Bar" on Justia Law

Jeff Good and Harry’s Dairy entered into a contract providing that Harry’s Dairy would purchase 3,000 tons of Good’s hay. Harry’s Dairy paid for and hauled approximately 1,000 tons of hay over a period of approximately eight weeks, but did not always pay for the hay before hauling it and at one point went several weeks without hauling hay. After Harry’s Dairy went a month without hauling additional hay, Good demanded that Harry’s Dairy begin paying for and hauling the remaining hay. Harry’s Dairy responded that it had encountered mold in some of the hay, but would be willing to pay for and haul non-moldy hay at the contract price. Good then sold the remaining hay for a substantially lower price than he would have received under the contract and filed a complaint against Harry’s Dairy alleging breach of contract. Harry’s Dairy counterclaimed for violation of implied and express warranties and breach of contract. The district court granted summary judgment in favor of Good on all claims, and a jury ultimately awarded Good $144,000 in damages. Harry’s Dairy appealed, arguing that there were several genuine issues of material fact precluding summary judgment, that the jury verdict was not supported by substantial and competent evidence, and that the district court erred in awarding attorney fees, costs, and prejudgment interest to Good. Finding only that the district court erred in granting summary judgment on the implied warranty of merchantability counterclaim, the Idaho Supreme Court reversed as to that issue, affirmed as to all others, and remanded for further proceedings. View "Good v. Harry's Dairy" on Justia Law

Jeff Good and Harry’s Dairy entered into a contract providing that Harry’s Dairy would purchase 3,000 tons of Good’s hay. Harry’s Dairy paid for and hauled approximately 1,000 tons of hay over a period of approximately eight weeks, but did not always pay for the hay before hauling it and at one point went several weeks without hauling hay. After Harry’s Dairy went a month without hauling additional hay, Good demanded that Harry’s Dairy begin paying for and hauling the remaining hay. Harry’s Dairy responded that it had encountered mold in some of the hay, but would be willing to pay for and haul non-moldy hay at the contract price. Good then sold the remaining hay for a substantially lower price than he would have received under the contract, and filed a complaint against Harry’s Dairy alleging breach of contract. Harry’s Dairy counterclaimed for violation of implied and express warranties and breach of contract. The district court granted summary judgment in favor of Good on all claims, and a jury ultimately awarded Good $144,000 in damages. Harry’s Dairy appealed, arguing that there were several genuine issues of material fact precluding summary judgment, that the jury verdict was not supported by substantial and competent evidence, and that the district court erred in awarding attorney fees, costs, and prejudgment interest to Good. The Idaho Supreme Court determined the district court erred only in its decision with respect to Good’s breach of contract claim and Harry’s Dairy’s breach of the implied warranty of merchantability claims. Judgment was vacated and the matter remanded for further proceedings. View "Good v. Harry's Dairy" on Justia Law

Amey Nelson brought a negligence claim against Stefani Kaufman, the Idaho Falls Anytime Fitness, and AT Fitness, LLC. Nelson was using a weight machine at the Idaho Falls Anytime Fitness under the direction of Kaufman, a personal trainer, when Nelson injured a metacarpal bone in her hand. Nelson filed suit alleging that Kaufman had improperly instructed her on the machine’s use, which caused her injury. The district court granted summary judgment in favor of Kaufman, holding that Kaufman was an express or apparent agent of Anytime Fitness and therefore released from liability under the terms of the Member Assumption of Risk and Release form Nelson signed when she joined the gym. Nelson unsuccessfully moved for reconsideration, and appealed. The Idaho Supreme Court determined Nelson did not waive her appeal by failing to expressly challenge the district court's finding of an express agency relationship. The Court determined the district court erred in granting summary judgment to Kaufman on the basis that Kaufman was an express agent of Anytime Fitness. Further, the court erred in apply the apparent agency doctrine defensively to find Kaufman was covered by the specific terms of the Membership Agreement. With judgment reversed, the Supreme Court remanded the case back to the district court for further proceedings. View "Nelson v. Kaufman" on Justia Law

BrunoBuilt, Inc. appealed a district court’s dismissal of its claims against Strata, Inc., Chris Comstock, H. Robert Howard, and Michael Woodworth (collectively, “the Strata Defendants”). BrunoBuilt filed a professional negligence action against the Strata Defendants alleging that when the Strata Defendants rendered engineering services for the Terra Nativa Subdivision they failed to identify a pre-existing landslide and negligently failed to recommend construction of infrastructure that would stabilize and prevent further landslides within the Subdivision. A home BrunoBuilt had contracted to build and the lot on which the dwelling was located were allegedly damaged as a result. The district court dismissed BrunoBuilt’s claims after holding that the parties had entered into an enforceable settlement agreement, or alternatively, that summary judgment was warranted in favor of the Strata Defendants based on the economic loss rule. After review of the situation, the Idaho Supreme Court affirmed the district court judgment because the parties entered into an enforceable settlement agreement. View "Brunobuilt, Inc. v. Strata, Inc." on Justia Law

Primera Beef, LLC appealed a district court’s grant of summary judgment in favor of Allan Ward. Primera Beef alleged Ward breached the confidentiality provision of a settlement agreement between him and Primera Beef when Ward’s attorney disclosed the terms of the agreement to a prosecutor in a related criminal action. Ward moved for summary judgment, arguing that he was not liable for his attorney’s actions because his attorney was not acting within the scope of his authority when he disclosed the terms. The district court agreed. The Idaho Supreme Court concurred and affirmed the district court. View "Primera Beef v. Ward" on Justia Law

ABK, LLC owned and operated a gas station in Post Falls, Idaho where underground storage tanks were damaged due to water infiltration into the gas stored in the tanks. After the damage occurred, ABK submitted a claim to its insurer, Mid-Century Insurance Company. Mid-Century denied the claim. ABK then sued Mid-Century alleging breach of contract and bad faith. Mid-Century moved for summary judgment on both claims. The district court granted summary judgment for Mid-Century on ABK’s breach of contract claim finding ABK failed to raise a genuine dispute as to the fact the underground storage tanks were damaged by water, specifically excluded by the terms of the policy. The district court also granted summary judgment for Mid-Century on ABK’s bad faith claim finding ABK failed to establish coverage. ABK appealed the district court’s grant of summary judgment in favor of Mid-Century on both claims. Finding no reversible error, the Idaho Supreme Court affirmed. View "ABK v. Mid-Century Insurance" on Justia Law

In December 1995, Brian Trumble entered into a Career Agent’s Contract (“Agent Contract”) with Farm Bureau Mutual Insurance Company of Idaho. Under the Agent Contract, Trumble was an independent contractor who procured insurance from interested buyers on Farm Bureau’s behalf. The Agent Contract included a non-competition clause. This case was about whether Trumble could collect service bonus commissions that were credited to him during his career, but which became forfeitable after his termination if he competed with Farm Bureau within one year of the termination. In addition, this case is about Farm Bureau’s counterclaims against the agent, alleging the agent misappropriated trade secrets and intentionally interfered with Farm Bureau’s prospective economic advantage after his termination. The district court held that Trumble forfeited his commissions by competing with Farm Bureau in violation of the one-year non-competition requirement. And the district court held that the agent was blameless for his actions after termination and dismissed Farm Bureau’s counterclaims. After review, the Idaho Supreme Court agreed, affirming the district court’s judgment dismissing the agent’s claims and the insurance company's counterclaims. View "Trumble v. Farm Bureau" on Justia Law