Pines Grazing Ass'n v. Flying Joseph Ranch, LLC, 151 Idaho 924

PSA for Pines Ranch sale to J.C. Investments in 2005; Addenda 1–2 adjusted price and land to be acquired; Lemhi County land (80 acres) owned by county and later auctioned; oral agreement not to bid at auction in exchange for $20,000; Pines Grazing refrained from bidding and Flying Joseph won bid; Pines Grazing later sought enforcement; grazing lease executed at PSA closing with disputed lessee identity; jury verdict: no breach of PSA by Flying Joseph but breach of oral agreement not to bid; district court awarded costs and fees; appellate challenges focus on illegality of oral agreement and grazing lease issues.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is the oral agreement not to bid illegal bid rigging?	Pines Grazing contends it was a lawful settlement term.	Flying Joseph argues it constitutes an illegal restraint on competition.	Illegal; unenforceable bid rigging under Sherman Act and Idaho code.
Was the jury’s finding Pines Grazing did not breach the grazing lease supported by substantial evidence?	Pines Grazing maintained it was the lessee and complied with the lease.	Flying Joseph argued Pines Grazing breached by improper maintenance or sublease.	Supported; Pines Grazing was not the lessee; no breach; no unjust enrichment.
Who is the prevailing party for attorney fees on appeal and below?	Prevailing on grazing lease issue entitles Pines Grazing to fees.	Fees should be governed by issues including the illegal oral agreement.	No fees for issues related to the illegal contract; Pines Grazing prevails on grazing lease and is entitled to fees on that issue.
Did the district court err in denying JNOV on the grounds related to mutual mistake or the merger clause?	Argued JMOT and merger clause should preclude enforceability.	JNOV appropriate based on those grounds.	Not reached due to holding on illegality; issues remanded as to fees.

Hammond v. Alexander, 31 Idaho 791 (Idaho 1918) (statutory/contract restraints at public sales; illegality if stifles competition)
Trees v. Kersey, 138 Idaho 3 (Idaho 2002) (court must raise illegality sua sponte; illegality defined by public policy)
United States v. Seville Indus. Mach. Corp., 696 F. Supp. 986 (D.N.J. 1988) (bid not to bid as per se violation of Sherman Act §1)
Northern Pac. Ry. Co. v. United States, 356 U.S. 1 (U.S. 1958) (per se illegality of bid rigging; pernicious effect on competition)
United States v. Portsmouth Paving, 694 F.2d 312 (4th Cir. 1982) (agreement among competitors to withhold bids constitutes bid rigging)
Swift & Co. v. United States, 196 U.S. 375 (U.S. 1905) (anti-competitive agreements not allowed; cannot force competition via agreements)