Agrisource, Inc. v. Johnson
156 Idaho 903
| Idaho | 2014Background
- Robert Johnson managed a grain elevator and signed a January 2007 commodity contract with Agrisource on a form listing “Johnson Grain” as the seller; Agrisource did not receive the contracted wheat and suffered damages when it purchased replacement grain.
- Johnson subsequently claimed he was an agent for a disclosed principal, Johnson Grain Inc. (owned by Neil Brown), and therefore not personally liable; checks from Agrisource were made out to “Johnson Grain” and later endorsed into an account for Johnson Grain Inc.
- Agrisource sued for breach; it amended to add Johnson and alleged Johnson was doing business as Johnson Grain (individual), not as agent for a corporation.
- At summary judgment the district court found Johnson did not affirmatively disclose his agency or the corporate identity (Johnson Grain Inc.), so he remained personally liable; judgment was entered and certified under I.R.C.P. 54(b).
- Johnson filed multiple motions to reconsider and an I.R.C.P. 60(b) motion, submitting additional affidavits later; the district court refused to consider the new affidavits on reconsideration grounds and denied 60(b) relief.
- The Idaho Supreme Court affirmed summary judgment and denial of the third motion to reconsider, but vacated and remanded the denial of 60(b) relief because the district court failed to address one of Johnson’s affidavits.
Issues
| Issue | Plaintiff's Argument (Johnson) | Defendant's Argument (Agrisource) | Held |
|---|---|---|---|
| Whether summary judgment was proper on agent/principal disclosure | Johnson: Agrisource “should have known” he acted for Johnson Grain Inc.; prior dealings, license issues, and checks gave notice | Agrisource: Agent must affirmatively disclose agency and principal identity; no duty to investigate; no such disclosure occurred | Affirmed — no genuine issue: Johnson failed to affirmatively disclose corporate principal, so personal liability stands |
| Whether district court abused discretion by refusing to consider new affidavits on third motion to reconsider | Johnson: New affidavits show disclosure and corroborating evidence should be considered | Agrisource: Motion was impermissible and untimely under I.R.C.P. 11(a)(2)(B); court properly declined to relitigate | Affirmed — third motion to reconsider was impermissible and untimely under Rule 11(a)(2)(B) |
| Whether Rule 60(b) relief was properly denied | Johnson: New evidence (affidavits, invoices) warranted relief from final judgment | Agrisource: Evidence was discoverable earlier; no unique/collateral circumstances warranting 60(b) relief | Vacated and remanded — district court abused discretion by not addressing Johnson’s third affidavit; must consider its effect under Rule 60(b) |
Key Cases Cited
- McCluskey Commissary, Inc. v. Sullivan, 96 Idaho 91 (agent who neither discloses agency nor corporation is personally liable)
- Gen. Motors Acceptance Corp. v. Turner Ins. Agency, Inc., 96 Idaho 691 (principal is disclosed only when other party has notice of agency and principal identity)
- Keller Lorenz Co. v. Ins. Assocs. Corp., 98 Idaho 678 (partial disclosure — agent liable if principal identity not disclosed)
- Intermountain Real Properties, LLC v. Draw, LLC, 155 Idaho 313 (summary judgment standard)
- W. Seeds, Inc. v. Bartu, 109 Idaho 70 (agent must disclose agency and identity at or before contracting)
- Chandler v. Hayden, 147 Idaho 765 (burden on non-moving party asserting agency at summary judgment)
- Interlode Constructors, Inc. v. Bryant, 132 Idaho 443 (agent must provide specificity about corporate identity to avoid personal liability)