Fagen, Inc. v. Rogerson Flats Wind Park, LLC
364 P.3d 1189
Idaho2016Background
- Fagen, Inc. contracted with Exergy Development to build five wind parks; construction stopped after financing failed and Fagen sued for breach of contract.
- Five separate suits (by park location) were consolidated; claims against XRG were later dismissed.
- At a Sept. 2, 2014 hearing defendants' counsel conceded liability subject to disputes over particular invoice line items; the court granted partial summary judgment on liability.
- On the pretrial date defendants attempted to assert three new affirmative defenses (force majeure, frustration of purpose, financing as condition precedent); the district court excluded them as inconsistent with the prior stipulation and because defendants offered no good cause.
- Parties stipulated to entry of judgments for specified sums against each defendant, reserving prejudgment interest, costs, and attorney fees for later determination; the court entered judgment and later awarded prejudgment interest, costs, and $99,452 in attorney fees.
- Defendants appealed; the Idaho Supreme Court affirmed the amended judgment and declined to consider (a) issues resolved by the stipulated judgment and (b) an objection to Minnesota counsel’s rates raised for the first time on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether issues resolved by a stipulated judgment are reviewable | Stipulated judgment is final; only reserved issues (fees, costs, interest) remain appealable | Judgment should be set aside because district court abused discretion by refusing Rule 15(b) amendment and by denying motion to set aside summary judgment | Stipulated judgments are not subject to appellate review absent consent failure, lack of jurisdiction, fraud, or public interest; defendants consented, so claims waived |
| Whether Rule 15(b) amendment to pleadings should have been allowed to conform to evidence | Not applicable because plaintiffs argued liability was conceded and damages remained | Defendants sought leave to amend to add affirmative defenses based on evidence developed in discovery | Court refused leave; appellate court did not reach merits because stipulation waived review |
| Whether district court abused discretion in refusing to set aside partial summary judgment | Plaintiff argued summary judgment was proper and defendants had stipulated to liability | Defendants argued new defenses were primarily liability-related and discovery disclosed new evidence warranting reconsideration | Court denied reconsideration; appellate court declined to review because of stipulated judgment |
| Whether the attorney-fee award was improper (including reasonableness of Minnesota counsel rates) | Fees requested comply with I.R.C.P. 54(e)(3); supporting affidavits establish reasonableness | Defendants generally objected to reasonableness and proportionality but failed to particularize objections to rates or entries | Appellate court affirmed fee award; refused to consider attack on out-of-state counsel rates raised for first time on appeal because defendants did not make specific, timely Rule 54(e)(6) objections |
Key Cases Cited
- Pacific Nat’l. Bank of Wash. v. Mount, 97 Idaho 887, 556 P.2d 70 (Idaho 1976) (stipulated judgments generally not reviewable on appeal)
- Clear Springs Foods, Inc. v. Spackman, 150 Idaho 790, 252 P.3d 71 (Idaho 2011) (issues not preserved below are forfeited on appeal)
- Hilliard v. Murphy Land Co., LLC, 158 Idaho 737, 351 P.3d 1195 (Idaho 2015) (Idaho Code § 12-120(3) awards attorney fees to prevailing party in commercial transactions)