Marjorie Ellmaker v. Calvin Tabor
160 Idaho 576
| Idaho | 2015Background
- Chitwood executed a durable power of attorney for Ellmaker and later a will leaving Ellmaker the residue of her estate.
- Chitwood sold property via a contract to A1 Real Estate LLC; two promissory notes ($150k and $77k) were issued to A1 and secured by the LLC.
- Tabor signed the notes as member of A1 Real Estate LLC; Chitwood died in 2007 and no probate occurred for her estate.
- Ellmaker obtained affidavits alleging non-probate transfer of real estate and contract interests to Ellmaker; she recorded them in Valley County.
- Ellmaker filed suit in 2010 against Tabor and A1; Turner later joined; Turner filed bankruptcy in 2012.
- District court granted summary judgment and excluded the will; court dismissed all claims against Tabor.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the will was admissible to prove transfer of the note | Ellmaker: will admissible under 15-3-102 | Tabor: court had discretion to exclude; probate not begun | District court abused discretion; will admissible evidence |
| Whether Ellmaker had standing to sue on the note without probate | Ellmaker acquired title to the note via the will | No probate, no legal basis to enforce | Ellmaker had a valid basis to seek enforcement |
| Whether there was a valid breach of an oral contract to pay the note | Tabor orally guaranteed payment; breach by not paying | No writing; no guarantee; parol evidence barred | No valid oral contract; parol evidence precluded claim |
| Whether the implied covenant of good faith and fair dealing can attach here | Manager’s good faith could bind Tabor to pay | No contract between Tabor and Ellmaker; covenant not applicable | No contract; no breach of implied covenant |
| Whether unjust enrichment supports recovery against Tabor | Tabor benefited from the LLC’s loan funds and should pay | No direct benefit to Tabor personally; no basis for enrichment | No unjust enrichment liability; dismissal affirmed |
Key Cases Cited
- Dalby v. Kennedy, 94 Idaho 72 (Idaho 1971) (original obligation under 9-506 when a shareholder assumes liability)
- Mineau v. Imperial Dredge, Etc. Co., 19 Idaho 458 (Idaho 1911) (assumption of liability as original obligation for assets purchase)
- Esser Elec. v. Lost River Ballistics Techs., Inc., 145 Idaho 912 (Idaho 2008) (appellate abuse of discretion standard for evidentiary rulings)
- Infanger v. City of Salmon, 137 Idaho 45 (Idaho 2002) (summary judgment standard; disputed facts viewed in light favorable to non-movant)
- Huyett v. Idaho State University, 140 Idaho 904 (Idaho 2004) (implied covenant applies to contracts; not separate tort when no contract)
- Saint Alphonsus Diversified Care, Inc. v. MRI Associates, LLP, 157 Idaho 106 (Idaho 2014) (implied covenant breach requires a contract)
- Silicon Intern. Ore, LLC v. Monsanto Co., 155 Idaho 538 (Idaho 2013) (implied covenant requires contract; liability not imposed absent contract)
- General Motors Acceptance Corp. v. Turner Ins. Agency, Inc., 96 Idaho 691 (Idaho 1975) (agency principles; disclosed principal concept for liability on contracts)
- Agrisource, Inc. v. Johnson, 156 Idaho 903 (Idaho 2014) (disclosed vs. partially disclosed principal; liability upon agent)
- Teton Peaks Inv. Co., LLC v. Ohme, 146 Idaho 394 (Idaho 2008) (unjust enrichment elements and corporate insolvency context)
- Pierce v. Francis, 194 P.3d 505 (Colo. App. 2008) (Black's law definition; for context on devolution of estate)