331 P.3d 507
Idaho2014Background
- Giesler and Hull entered into a Purchase Agreement for 147 acres with an addendum reducing price; merger clause and included items covered water, irrigation, and equipment.
- Post-closing, Giesler and Hull formed an oral profit-sharing contract wherein Hull would receive half the subdivision profits in exchange for timely paying Giesler’s loans; Giesler later bought out Hull’s interest in 40 acres.
- Court ruled there were two contracts: the written sale contract of 147 acres and a post-sale oral profits contract; the latter granted Hull a right to profits, not an interest in title.
- Court found Hull’s loan payments to Giesler on the DL Evans loans were non-materially late but ultimately paid; Giesler’s development of the subdivision on the 107 acres was non-materially breached.
- Irrigation equipment removed by Hull in 2012 was valued at $25,122; district court awarded half to Giesler as conversion Damages and included pro rata equipment value in net profits; on appeal, court vacated this conversion award.
- Court issued three-year development deadlines for Parcels 1–3 with consequences if breached, and encumbrance on property; appellate court partially vacated and remanded part of remedies.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court's findings are supported by substantial evidence | Giesler: findings lack support for Hull’s residual interest and damages | Hull: court properly found two contracts and supported findings | Yes; findings supported by substantial evidence |
| Whether the remedies ordered were proper | Giesler: remedies rewrote contract and imposed penalties | Hull: remedies justified to enforce contract terms | Partially; certain penalties and encumbrance terms vacated and remanded for consistency with opinion |
| Whether the district court erred in accounting for irrigation equipment | Giesler: equipment value should not be double-counted; not all included in net profits | Hull: equipment should be considered in profits/net value | Vacated; remanded to align net profits calculation with this opinion |
| Whether attorney fees are available on appeal | Giesler: entitled under purchase agreement or statutes | Hull: prevailing party not determined on appeal | Neither party entitled to attorney fees on appeal |
Key Cases Cited
- Borah v. McCandless, 147 Idaho 73 (Idaho 2009) (review of findings when based on substantial evidence)
- In re Williamson, 135 Idaho 452 (Idaho 2001) (substantial evidence standard applied to factual findings)
- O’Connor v. Harger Constr., Inc., 145 Idaho 904 (Idaho 2008) (notice and consent for issues tried by implied consent; damages need not be proven if accounting resolves issue)
- Suchan v. Rutherford, 90 Idaho 288 (Idaho 1966) (equitable relief not available where adequate legal remedy exists)
- Ervin Constr. Co. v. Van Orden, 125 Idaho 695 (Idaho 1993) (material breach standard for rescission)