Bailey v. Peritos I Assets Management, LLC
162 Idaho 458
| Idaho | 2017Background
- Shawn Bailey was hired by American Medical File, Inc. (AMF) in 2006 under an oral employment agreement; he alleges Peritus (an investor/advisor tied to AMF) recruited him and agreed to pay his compensation.
- AMF was underfunded; Bailey claims he accrued about $95,000 in unpaid wages by 2011. When he threatened to resign, AMF (with Peritus representatives involved) provided a written employment contract in 2011 reflecting higher salary but not expressly addressing back pay.
- Bailey sued (Oct. 2014) for breach of employment contract and intentional infliction of emotional distress against AMF, Peritus, and individual officers; the emotional‑distress claim was dismissed and AMF later declared bankruptcy, staying claims against it.
- Peritus moved for summary judgment arguing Idaho’s statute of frauds (I.C. § 9‑505(2)) barred enforcement of any oral promise by Peritus to pay Bailey because such a promise was collateral to AMF’s obligation and lacked a writing.
- The district court granted summary judgment for Peritus and denied Bailey leave to amend to plead statute‑of‑frauds exceptions; Bailey appealed.
- The Idaho Supreme Court vacated summary judgment and remanded, holding the statute of frauds provision relied on by Peritus did not apply on the record presented because Bailey alleged Peritus was jointly liable as an original obligor, raising triable issues of fact.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment was proper on breach of employment contract | Bailey: Peritus agreed (oral and through documents/signatures) to be jointly liable for his compensation; statute of frauds does not bar such a claim | Peritus: Any promise was collateral (a guarantee) to AMF’s obligation and falls under I.C. § 9‑505(2), requiring a writing | Court: Reversed — § 9‑505(2) applies to collateral promises to answer for another’s debt, not to alleged original/joint obligations; factual disputes remain for the trier of fact |
| Whether district court erred denying leave to amend complaint | Bailey: Should be allowed to amend to plead statute‑of‑frauds exceptions | Peritus: Denial appropriate; statute of frauds was dispositive | Court: Did not decide — issue moot because statute of frauds found inapplicable to Bailey’s original pleading |
| Whether prevailing party entitled to attorney fees on appeal | Bailey: Seeks fees under I.C. § 12‑120(3) as breach of employment contract is a commercial transaction | Peritus: Seeks fees as prevailing party | Court: Denied fees now — prevailing party not yet determined; leave for district court to decide after final judgment |
Key Cases Cited
- Kolln v. Saint Luke's Reg'l Med. Ctr., 130 Idaho 323, 940 P.2d 1142 (Idaho 1997) (summary judgment standard and review discussed)
- Major v. Sec. Equip. Corp., 155 Idaho 199, 307 P.3d 1225 (Idaho 2013) (summary judgment inferences drawn for nonmoving party)
- Mitchell v. State, 160 Idaho 81, 369 P.3d 299 (Idaho 2016) (mootness and issue‑avoidance principles)
- Mackay v. Four Rivers Packing Co., 145 Idaho 408, 179 P.3d 1064 (Idaho 2008) (employment contracts and jury questions as to contract existence)
- Kugler v. Nelson, 160 Idaho 408, 374 P.3d 571 (Idaho 2016) (resolving inferences for nonmovant at summary judgment)
- Viacom Outdoor, Inc. v. Taouil, 254 S.W.3d 234 (Mo. Ct. App. 2008) (third‑party signature insufficient to bind absent evidence of intent)