Berry v. McFarland, 278 P.3d 407

Captain's Wheel Resort, Inc. was formed in 1996 with 400 shares; initial holders were Nordstroms and Campbells.
Jerry Berry purchased the Nordstroms' 200 shares in 2000 for $50,000; later contemplated bankruptcy but stock exemption issues ended his immediate need for counsel.
In 2003 Berry secured a $100,000 loan from McFarland and Zimmerman to buy the Campbells' stock; Zimmerman provided part of the funds via an interest-only loan secured by her mother's house.
In 2006 Berry received three proposed stock-purchase agreements from McFarland; on July 4, 2006 he executed a Stock Purchase Agreement transferring 200 shares to McFarland and Zimmerman for $100,000.
After Berry’s death in November 2006, McFarland and Zimmerman began to control the company and took actions including terminating Berry’s weekly payments and reorganizing the board; the resort closed on January 4, 2010.
The jury found breaches of fiduciary duties by McFarland and Zimmerman relating to the stock transaction and the loans; the district court granted a new trial for insufficiency of evidence, which the Supreme Court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was there substantial evidence McFarland breached his fiduciary duties as Berry’s attorney?	Berry argues there was an attorney-client relationship and conflict.	McFarland argues no ongoing attorney-client relationship existed.	No substantial evidence of an attorney-client breach; remand for retrial if appropriate.
Did McFarland and Zimmerman breach fiduciary duties to Berry absent an attorney-client relationship?	Berry claims a fiduciary duty arose from a close relationship.	Defense asserts no fiduciary duty without a formal relationship.	Insufficient evidence of a fiduciary duty absent an attorney-client relationship.
Did McFarland and Zimmerman breach fiduciary duties as directors by loaning money to the corporation?	Loans to the corporation breached duties to Berry as shareholder.	Lending money to the corporation is not, by itself, a breach.	Insufficient evidence to support breach regarding the loans to the corporation.
Did the district court err in not upholding the verdict that McFarland and Zimmerman breached fiduciary duties as directors by issuing stock to employees?	Directors’ actions show breach via stock issuance to insiders.	No clear instruction or damages tied to this issue; the verdict stands for remand.	Remand appropriate; court did not address this issue on appeal.

Hudelson v. Delta International Machinery Corp., 142 Idaho 244 (Idaho 2005) (abuse of discretion standard for new trial; focus on process over result)
Warner v. Stewart, 930 P.2d 1030 (Idaho 1997) (whether an attorney-client relationship exists; two lines of authority considered)
Stuart v. State, 801 P.2d 1283 (Idaho 1990) (attorney-client relationship defaults; scope depends on agreement)
Blickenstaff v. Clegg, 97 P.3d 439 (Idaho 2004) (fiduciary duties; distinction between close friendship and fiduciary duty)
Gray v. Tri-Way Construction Services, Inc., 210 P.3d 63 (Idaho 2009) (examples of fiduciary relationships; varies by relationship)
Ainsworth v. Harding, 128 P. 92 (Idaho 1912) (attorney holding property in trust for clients; misreading urged)