Fazzio v. Mason
150 Idaho 591
Idaho2011Background
- Mason breached two real property purchase agreements: $1,530,000 with Mr. and Mrs. Fazzio and $2,000,000 with Idaho Livestock Company, LLC.
- Closing date was February 26, 2007; Mason annexed the properties to Kuna and joined them to Kuna’s LID, creating approx. $425,000 encumbrance.
- Settlement agreements dated September 12, 2007 extended closing to December 21, 2007 if Kuna approved Mason’s preliminary plat; no financing contingency in agreements.
- Mason failed to close again; arbitration sought specific performance; district court granted summary judgment and ordered specific performance instead of damages.
- District court found the properties are unique and altered by annexation; held specific performance appropriate; vendor’s liens issued; Mason later unable to satisfy judgment.
- Court awarded attorney fees to the Fazzios under I.C. § 12-120(3) and related costs; Mason appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether district court abused discretion by granting specific performance | Fazzios: specific performance appropriate due to uniqueness and altered property; district court acted within discretion. | Mason: damages adequate; performance infeasible and windfall risk. | No; district court acted within discretion to award specific performance. |
| Impossibility vs. feasibility of performance | Impossibility not required; performance feasible given market and financing possibilities. | Impossibility or practical infeasibility defeats specific performance. | Impossibility defense not required; court properly treated feasibility; not impossibility. |
| Adequacy of legal remedy (damages) versus specific performance | Damages are inadequate due to land’s uniqueness and alterations; specific performance warranted. | Damages could compensate; no need for specific performance. | Damages inadequate presumption due to land’s uniqueness and alteration;specific performance appropriate. |
| Windfall concern from specific performance | Deficiency risks post-judgment do not render specific performance unjust. | Foreclosure and deficiency could overcompensate Fazzios. | Not a windfall; relief aligns with contract terms and market changes; within court’s discretion. |
| Attorney fees under settlement and statutory provisions | Prevailing party entitled to fees under I.C. § 12-120(3). | Fees properly awarded; no duplication. | Attorney fees awarded to the Fazzios as prevailing party. |
Key Cases Cited
- Perron v. Hale, 108 Idaho 578 (Idaho 1985) (affirms presumption of inadequacy of damages in land sales and consideration of property alteration)
- Paloukos v. Intermountain Chevrolet Co., 99 Idaho 740 (Idaho 1978) (no specific performance where damages available; discusses impossibility to perform tangible item)
- Suchan v. Rutherford, 90 Idaho 288 (Idaho 1966) (land sale contract damages unless court finds inadequacy of damages)
- Anderson v. Whipple, 71 Idaho 112 (Idaho 1951) (equity will not decree specific performance where enforcement is impracticable; focus on feasibility of remedy)
- Twin Harbors Lumber Co. v. Carrico, 92 Idaho 343 (Idaho 1968) (impossibility as complete defense; contrasted with feasibility analyses)