Sec. Investor Fund LLC v. Crumb, 443 P.3d 1036

Background

In 2005 Abbey & Crumb Developments, LLC (the LLC) formed to develop an 18‑lot subdivision adjacent to land owned by Brian and Frankie Crumb; the Crumbs later withdrew from the LLC in 2006.
Engineers redesigned the subdivision entrance (Monument Ridge Drive) to run across the Crumbs’ adjoining property; the LLC applied for permits and built the road while the Crumbs were LLC members.
The LLC defaulted on loans; Security Investor Fund/ Security Financial Fund ("Security") accepted deeds in lieu of foreclosure and acquired certain subdivision lots but no recorded easement over the Crumb property.
In 2017 Crumb asserted lot owners lacked easements across his property; Security sued for declaratory judgment and to establish an easement (also alleged breach of contract and fraud).
The district court granted summary judgment to Crumb, concluding no valid written easement existed and the oral‑agreement/part‑performance exception failed because material terms (price/consideration) were not proven with the required certainty.
On appeal the Idaho Supreme Court affirmed summary judgment and denial of attorney fees, vacated omission of taxable costs and remanded to award filing costs to Crumb; appellate fees were denied to both sides.

Issues

Issue	Plaintiff's Argument (Security)	Defendant's Argument (Crumb)	Held
Whether a written easement exists over Crumb’s property	CC&Rs plus an asserted attachment/exhibit created an express easement for subdivision access	CC&Rs apply only to lots "on and within" the subdivision; they do not describe or reserve easements over the adjoining Crumb property	No written easement; CC&Rs do not create easement over land outside the subdivision
Whether the withdrawal agreement’s merger clause bars the asserted oral easement	Merger clause should not bind successor and does not affect Security as non‑party	Merger clause precludes relying on prior oral agreements between Crumbs and other LLC members	Merger clause/parol evidence rule did not bar Security’s claim here; alleged oral agreement concerns different subject matter and does not seek to alter the withdrawal agreement
Whether part‑performance removes the statute of frauds bar to an oral easement	Substantial acts (road construction, use) constitute part‑performance establishing an oral easement despite lack of writing	Oral agreement was incomplete/uncertain (notably price/consideration), so part‑performance cannot supply a missing material term	Doctrine of part‑performance fails: underlying oral contract not proven by clear and convincing evidence because material term (price/consideration) was uncertain; summary judgment proper
Entitlement to attorney fees and costs	Security: not seeking fees; Crumb seeks fees under I.C. §12‑120(3) and §12‑121	Crumb: prevailing party entitled to fees as matter of commercial transaction or under discretionary sanctions statute	Fees denied: §12‑120(3) inapplicable because no commercial transaction between litigants; §12‑121 discretionary and district court did not abuse discretion. District court erred in failing to award routine filing costs (remanded to award costs).

Key Cases Cited

Fajen v. Powlus, 96 Idaho 625 (recognizes easements are interests in land requiring a writing under the statute of frauds)
Bear Island Water Ass'n, Inc. v. Brown, 125 Idaho 717 (part‑performance requires clear and convincing proof of a complete, certain oral agreement and performance directly referable to it)
Machado v. Ryan, 153 Idaho 212 (express easement must identify land and show intent to create servitude)
Valley Bank v. Christensen, 119 Idaho 496 (parol evidence and merger‑clause principles governing admissibility of prior oral agreements)
Great Plains Equip., Inc. v. Nw. Pipeline Corp., 136 Idaho 466 (I.C. §12‑120(3) fees require a commercial transaction between the litigating parties)
Tiller White, LLC v. Canyon Outdoor Media, LLC, 160 Idaho 417 (summary‑judgment standard and when trial court as finder of fact may draw most probable inferences)