Eagle Rock Timber, Inc. v. Teton County, 531 P.3d 488

Eagle Rock Timber won a public-works contract to reconstruct 1.6 miles of Chapin Lane in Teton County; the contract incorporated many documents (Agreement, General Conditions, Supplementary Conditions, drawings, etc.).
During construction Eagle Rock found far more unsuitable base material than bid estimates; it says County engineer Darryl Johnson told them to remove it and that the County would “make it right.”
Eagle Rock submitted a change order that Teton County approved for additional infill material, but the County refused to pay Eagle Rock’s charge for removal of the excess unsuitable material, citing the Contract’s written-change requirement.
Teton County moved for summary judgment twice: the district court denied the first motion (genuine factual disputes about oral waiver/authorization) but granted the second, ruling Johnson lacked actual or apparent authority to bind the County.
Eagle Rock sought leave to amend to add Johnson individually; the district court denied leave and entered judgment for the County and awarded attorney fees to the County.
The Idaho Supreme Court reversed the grant of summary judgment and the denial of leave to amend, vacated the attorney-fee award, affirmed that ratification was not properly considered below, and remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether summary judgment was proper on agency/authority grounds	Johnson told Eagle Rock to remove material and promised County would “make it right”; genuine issues of fact exist about actual/apparent authority and oral waiver	Contract’s written-change clause and contract terms preclude Johnson from binding the County; no authority as a matter of law	Reversed: genuine issues of material fact exist about Johnson’s role and authority; summary judgment improper
Whether ratification by the County could be considered on summary judgment	Eagle Rock argued County ratified Johnson’s actions	County argued ratification was not pleaded and thus beyond scope	Affirmed district court: ratification was beyond pleadings and improperly considered below
Whether district court abused discretion by denying leave to amend to add Johnson	Eagle Rock: County changed its position in second MSJ about Johnson’s authority, so amendment was timely and should be freely allowed	County: delay and prejudice justified denial	Reversed: denial was conclusory and abused discretion; leave to amend should have been freely given
Whether attorney fees to County were proper	Eagle Rock: County did not properly prevail below; fees improper	County: prevailed below and claim was a commercial transaction under I.C. §12-120(3)	Reversed: fee award vacated because County is not prevailing party at this stage; remand allows reconsideration after final adjudication

Chamberlain v. Amalgamated Sugar Co., 42 Idaho 604 (agent/principal conduct binds principal)
Forbush v. Sagecrest Multi Fam. Prop. Owners’ Ass’n, Inc., 162 Idaho 317 (existence of agency is generally a jury question)
Humphries v. Becker, 159 Idaho 728 (acts within scope of agency affect principal's liability)
Bailey v. Ness, 109 Idaho 495 (disputed agency is a fact question for the trier of fact)
DAFCO LLC v. Stewart Title Guar. Co., 156 Idaho 749 (factors for denying leave to amend; timeliness not dispositive)
Zeyen v. Pocatello/Chubbuck Sch. Dist. No. 25, 165 Idaho 690 (grounds for denying amendment include prejudice and futility)
Jones v. HealthSouth Treasure Valley Hosp., 147 Idaho 109 (agency/apparent authority principles)
Nelson v. Kaufman, 166 Idaho 270 (apparent authority analysis)
Foman v. Davis, 371 U.S. 178 (leave to amend should be freely given absent good reasons)