367 P.3d 167
Idaho2016Background
- McAdams, LLC sues Cintorino on a promissory note and personal guarantees related to Fawnwood, LLC loaned by JBM Company, LLC (Wyoming).
- Fawnwood’s deed of trust and promissory note reference JBM, LLC as the secured party, creating a misnaming issue with JBM Company, LLC.
- Fawnwood defaulted in 2010; deed in lieu and conveyance to JBM, LLC followed; later documents again refer to JBM, LLC.
- Reslers and Cintorino filed suit; McAdams counterclaimed and asserted a third‑party claim on behalf of JBM, LLC and then McAdams, LLC, alleging personal liability and assignment of rights.
- McAdams, LLC registered in Idaho; district court held JBM/JBM Company not real parties in interest and that McAdams, LLC could not sue in Idaho; district court granted summary judgment.
- Idaho Supreme Court reversed, holding that as assignee McAdams, LLC acquired rights to enforce the promissory note and guarantees and that JBM Company’s alleged IABNA/IULLCA violations do not bar assignment.
- Remanded for further proceedings; costs and attorney fees on appeal to McAdams, LLC.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court erred in dismissing McAdams, LLC’s complaint against Cintorino. | McAdams, LLC, as assignee, held the real party in interest and could sue. | JBM/JBM Company lacking registration prohibited suit and assignment. | Reversed; McAdams, LLC entitled to pursue its claim against Cintorino. |
| Whether the case should be remanded for ruling on the motion to amend McAdams, LLC’s complaint. | The district court should decide the amendment issue. | No ruling below on amendment issue; not preserved on appeal. | Not ruled on; remand not required for this purpose. |
| Whether attorney fees on appeal should be awarded. | McAdams, LLC entitled to fees as assignee under the note and Idaho law. | No fee award to Cintorino since he did not prevail. | McAdams, LLC awarded attorney fees on appeal. |
Key Cases Cited
- Purco Fleet Servs., Inc. v. Idaho State Dep’t of Fin., 140 Idaho 121 (2004) (assignment transfers rights; assignee becomes real party in interest)
- Foley v. Grigg, 164 P.3d 810 (Idaho 2007) (assignment carries rights and remedies of assignor; not limited by assignor’s defects)
- Nowels v. Ketchersid Music, Inc., 333 P.2d 871 (Idaho 1958) (viability of contract; effect of violation on assignment)