Gaylen Clayson v. Don Zebe
153 Idaho 228
| Idaho | 2012Background
- Clayson sought to purchase the Star Valley Cheese Plant in Thayne, Wyoming, and began operating the attached restaurant and refurbishing the cheese factory before acquiring formal access.
- Clayson incurred substantial refurbishing costs (roughly $150,000) and paid Dairy Systems $50,000 for electrical work.
- In Oct 2008, Clayson formed SVC, LLC with Don and Rick to jointly own/operate the Plant, and Clayson assigned his purchase interest to SVC later that month.
- On Oct 8, 2008, Clayson relinquished control and claimed Rick/Don agreed to reimburse his refurbishment expenses as part of obtaining financing.
- The district court found both an implied-in-fact and, potentially, an implied-in-law (unjust enrichment) contract, ordering reimbursement of $97,310.94; the court did not find an express contract.
- This appeal concerns the implied-in-fact contract and related issues, with the district court’s findings sustaining the reimbursement remedy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there an implied-in-fact contract based on conduct? | Clayson asserts conduct established a promise to pay for refurbishments. | Zebe contends no common understanding or request supported an implied contract. | Yes; there was substantial evidence of an implied-in-fact contract. |
| What is the proper measure and amount of damages under the implied-in-fact contract? | Damages should reflect the reasonable value of refurbishments proven by Clayson. | Damages lack precise terms and depend on speculative understanding. | Damages honored the expenses proved ($97,954.23) as the basis of the implied promise. |
| Is the unjust enrichment claim moot and are fees recoverable on appeal? | Unjust enrichment remains a possible claim; fees may follow the prevailing party. | If implied-in-fact exists, unjust enrichment is moot; fees may be contested. | Unjust enrichment claim is moot; Clayson entitled to attorney fees as prevailing party on appeal. |
Key Cases Cited
- Fox v. Mountain W. Elec., Inc., 137 Idaho 703 (Idaho 2002) (review of implied contracts; credibility and substantial evidence standard applied)
- Farrell v. Whiteman (Farrell I), 200 P.3d 1153 (Idaho 2009) (equitable recovery as a measure in contract/quantum meruit context; standards of review)
- Great Plains Equip., Inc. v. Nw. Pipeline Corp., 979 P.2d 627 (Idaho 1999) (identifies equitable remedies; factors for determining recovery on equitable theories)
- Vanderford Co., Inc. v. Knudson, 165 P.3d 261 (Idaho 2007) (equity not intervene when express contract prescribes compensation)
- Zingiber Inv., LLC v. Hagerman Highway Dist., 249 P.3d 868 (Idaho 2011) (mootness doctrine—relief must be possible for court to grant)