Nicholson v. Coeur D'Alene Placer Mining Corp., 161 Idaho 877

Background

William Michael and Joan Nicholson purchased buildings in 1995 that sat on land owned by Coeur d’Alene Placer Mining Corp. (CDA Placer) and then leased the underlying parcel; leases were annually renewed through 2014.
CDA Placer informed the Nicholsons in 2013 that the larger property (≈3,000 acres) was under contract and said there was a brief period to "arrange for a sale of your homesite to you."
CDA Placer sold the property to IFG Timber, LLC in March 2014; CDA Placer and its agents had allegedly made oral promises that the Nicholsons would have a right of first refusal to buy the land and that CDA Placer would purchase the buildings if the lease ended or the land was sold.
The Nicholsons made maintenance/improvement work (well pump, clearing rubbish, garden, general upkeep) and offered to buy a portion of the site in March 2014; IFG refused to sell or lease the parcel.
The Nicholsons sued CDA Placer and IFG for breach of the oral promises (right of first refusal; buy buildings), promissory/equitable estoppel, specific performance, and unjust enrichment; IFG counterclaimed for possession/ejectment and damages.
The district court granted summary judgment for defendants on the Nicholsons’ claims and granted IFG summary judgment on its counterclaim (possession, writ of ejectment, damages of $6.16/day); the Nicholsons appealed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of alleged oral right of first refusal	Nicholsons: CDA Placer orally promised a right of first refusal; equitable estoppel / promissory estoppel should bar statute of frauds and enforce promise	Defendants: Agreement barred by statute of frauds/statute of limitations; oral term is too indefinite; no consideration	Right of first refusal unenforceable — description of property was too vague to identify the land, so oral right cannot be specifically enforced; affirmed.
Promise to purchase the buildings (and promissory/equitable estoppel)	Nicholsons: Promises induced them to maintain/improve and renew lease; they relied to their detriment so estoppel or specific performance applies	Defendants: No detrimental change in position tied to promise; actions were routine lease-related maintenance; no consideration	Claim dismissed — reliance was not economically substantial or prejudicial; work was ordinary maintenance related to tenancy, so promissory/equitable estoppel not established.
Unjust enrichment re: buildings/lease provisions	Nicholsons: If forced to vacate, they cannot remove buildings without destroying them and would be unjustly deprived of value	Defendants: Lease granted landlord rights over improvements and procedures for removal/sale; lease terms govern	No unjust enrichment recovery on these facts; lease provisions control. Lease grants landlord remedies (remove/store, retain, sell, or destroy) subject to UCC Article 9 statutory protections.
IFG counterclaim characterized as unlawful detainer; sufficiency of pleadings and damages	Nicholsons: Counterclaim was for ejectment (common law) and improperly sought damages; description of property insufficient	IFG: Counterclaim alleges continued possession after lease expiration and sought statutory damages and ejectment; damages appropriate	District court properly treated counterclaim as unlawful detainer and granted judgment for possession and damages; any pleading/description defects were not prejudicial. IFG awarded appellate attorney fees under I.C. § 6-324.

Key Cases Cited

Infanger v. City of Salmon, 137 Idaho 45 (standard for reviewing summary judgment)
Chapin v. Linden, 144 Idaho 393 (oral land sale must be definite to enforce via part performance)
Lettunich v. Key Bank Nat. Ass’n, 141 Idaho 362 (equitable estoppel presumes a complete agreement)
Smith v. Boise Kenworth Sales, Inc., 102 Idaho 63 (promissory estoppel is substitute for consideration)
Mohr v. Shultz, 86 Idaho 531 (elements of promissory estoppel)
White v. Rehn, 103 Idaho 1 (ambiguous land description defeats specific performance)
Lexington Heights Dev., LLC v. Crandlemire, 140 Idaho 276 (insufficient excluded-property description invalidates transfer terms)
Bauchman-Kingston P’ship v. Haroldsen, 149 Idaho 87 (property description must allow pinpointing acreage)
Ogden v. Griffith, 149 Idaho 489 (elements of equitable estoppel)
Stapleton v. Jack Cushman Drilling & Pump Co., Inc., 153 Idaho 735 (affirming correct result even if trial court employed erroneous theory)
Saint Alphonsus Diversified Care, Inc. v. MRI Assocs., LLP, 157 Idaho 106 (appellant must show prejudicial error)
Weinstein v. Prudential Prop. & Cas. Ins. Co., 149 Idaho 299 (non-prejudicial errors disregarded)