Knipe Land Co. v. Robertson, 151 Idaho 449

Knipe Land Company (KLC) and Knipe sued Respondents over two employment contracts granting KLC commissions from Robertsons' and Robertson Kennels' property sales.
The Harmons' earnest money ($50,000) under a prior Harmon Contract was partially forfeited ($35,000) and later paid to the Robertsons; KLC claimed half of the forfeited amount as its commission.
MidAmerican contracts involved nonrefundable earnest money totaling $450,000; First American Title disbursed $427,500 to Respondents and $22,500 to KLC.
Respondents asserted that KLC forfeiture rights were not triggered because the transactions did not close and disputed whether funds were paid on account of purchase.
The district court denied some summary-judgment requests, trial occurred, and the jury found Respondents breached the contracts but awarded only $1,000 on an ICPA claim against Knipe; post-trial, several fee-related issues and equitable relief were pursued.
This Court reversed in part, holding the Employment Contracts were unambiguous and that Respondents failed to prove waiver, while finding insufficient evidence for ICPA liability against Knipe and remanding for judgment consistent with these conclusions.]
Issues on appeal include JNOV on contract breach, ICPA liability, waiver, Ellsworth Dobbs public-policy doctrine, and attorney-fee apportionment.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was JNOV appropriate on the contract breach claim?	KLC argues the contract unambiguously entitled it to forfeited funds.	Respondents contend ambiguity allowed extrinsic evidence.	Yes; contracts unambiguous; JNOV warranted for breach.
Was there sufficient evidence to support ICPA liability against Knipe?	Respondents claim ICPA violation from nondelivery of legible copies and deceptive practices.	Knipe contends no enforceable ICPA violation proven.	No; insufficient evidence; ICPA claim against Knipe reversed.
Did KLC waive its right to forfeited funds?	KLC’s conduct in disbursing funds suggested waiver.	No clear intentional waiver; conduct did not show relinquishment of rights.	Insufficient evidence of waiver; no legal waiver established.
Should public-policy under Ellsworth Dobbs void the forfeiture clause?	Dobbs doctrine would bar compensation unless transaction closes.	Dobbs inapplicable to noncommission forfeiture context here.	Dobbs doctrine does not render the clause void; not public-policy bar.
Was there error in attorney-fee rulings and apportionment?	Fees should be apportioned and may be recoverable.	District court properly awarded and later reduced fees.	Moot due to JNOV reversal; remand to determine fees consistent with opinion.

Potlatch Education Ass'n v. Potlatch School Dist. No. 285, 148 Idaho 630 (2010) (contract interpretation and ambiguity governs admissibility of extrinsic evidence)
Cool v. Mountainview Landowners Corp. Ass'n, 139 Idaho 770 (2004) (latent ambiguity; language on face may be clarified by facts)
Lipsky, Margaret H. Wayne Trust v. Lipsky, 123 Idaho 253 (1993) (Ellsworth Dobbs replaced commission-based rule in Lipsky context)
Bates v. Seldin, 146 Idaho 772 (2009) (de novo review of denial of JNOV; standard of review)
Ellsworth Dobbs, Inc. v. Johnson, 50 N.J. 528, 236 A.2d 843 (1967) (public policy barring brokers from circumventing closing requirement)
Seaport Citizens Bank v. Dippel, 112 Idaho 736 (Ct. App. 1987) (waiver and intent; waiver is a mixed question of law and fact)
Snoderly v. Bower, 30 Idaho 484 (1917) (contract interpretation and intent when terms are ambiguous)