Harris, Inc. v. Foxhollow Construction & Trucking, Inc., 151 Idaho 761

Harris, Inc. sued Foxhollow Construction & Trucking, Inc., L.N. Johnson Paving, LLC, and individuals for breach of contract, breach of the implied covenant, unjust enrichment, fraud, and indemnity; a bench trial resulted in verdict for defendants and dismissal of Harris’s claims, with attorney fees awarded to Johnson and Ferguson reversed on appeal.
Harris alleged Johnson and Foxhollow formed a convoluted arrangement to circumvent public works license requirements, with Johnson handling paving and Foxhollow handling excavation; payments were routed through Johnson to Foxhollow.
Evidence showed Johnson and Foxhollow had overlapping contracts for the Fremont Project and that Harris paid Johnson and Foxhollow funds, with unclear allocation of work and payments.
The district court found Harris failed to prove damages with reasonable certainty, and thus failed on contract and related claims; it also found no unjust enrichment, no actionable fraud, and that certain fee awards were improper, leading to a judgment for the defense.
Harris timely appealed challenging the district court’s damages rulings, evidentiary rulings (Exhibits 55 and 55-A), unjust enrichment determinations, fraud findings, indemnity ruling, and discretionary fee/new-trial rulings; the Idaho Supreme Court affirmed the judgment except for vacating the fee awards to Johnson and Ferguson and denying new costs on appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did Harris prove contract damages against Johnson?	Harris contends the Continuation Sheets and other documents show damages exceed the trial court’s amount.	Johnson argues damages were speculative and not proven with reasonable certainty.	No; Harris failed to prove damages with reasonable certainty.
Are any defendants liable for unjust enrichment?	Harris asserts payments and practices conferred unjust benefits on Johnson, Egan, or Kym Ferguson.	Defendants deny Harris conferred a compensable benefit personally on them and disputes allocation.	No; Harris failed to prove unjust enrichment for any defendant.
Were Harris’s fraud claims against Johnson, Egan, and the Fergusons proven?	Harris relied on misrepresentations about paid invoices and project status to justify payments.	Defendants deny causation, reasonable reliance, or that misrepresentations were made on their behalf.	No; the fraud claims failed for lack of causation/reliance or failure to attribute misrepresentations to each defendant.
Was Harris entitled to indemnity based on the General Conditions to Contract?	Harris argues the General Conditions were incorporated and obligate Johnson to indemnify.	General Conditions post-dated the agreement and were not adopted by meeting of the minds or properly introduced.	No; the general conditions were not incorporated into the contract, so no indemnity.

Griffith v. Clear Lakes Trout Co., Inc., 143 Idaho 733, 152 P.3d 604 (2007) (damages must be proven with reasonable certainty; not speculative)
Bybee v. Isaac, 145 Idaho 251, 178 P.3d 616 (2008) (covenant implied in contract gives contract damages)
Independence Lead Mines v. Hecla Mining Co., 143 Idaho 22, 137 P.3d 409 (2006) (standard for reviewing district court findings of fact)
Wattenbarger v. A.G. Edwards & Sons, Inc., 150 Idaho 308, 246 P.3d 961 (2010) (incorporation-by-reference of uncharged terms requires good showing of agreement)
Garner v. Povey, 151 Idaho 462, 259 P.3d 608 (2011) (whether transaction is commercial affects entitlement to fees)
Soignier v. Fletcher, 151 Idaho 322, 256 P.3d 730 (2011) (fees may be recoverable under commercial transaction prong when a commercial transaction occurred)
Trees v. Kersey, 138 Idaho 3, 56 P.3d 765 (2002) (illegality of a transaction defeats fee eligibility under certain circumstances)
Phillips v. Erhart, 151 Idaho 100, 254 P.3d 1 (2011) (standard for reviewing new trial denials and discretionary rulings)