Thomas O'Shea v. High Mark Development, LLC
280 P.3d 146
| Idaho | 2012Background
- High Mark Development, LLC owned the Ammon commercial building and leased part to The Children’s Center, Inc. for ten years beginning June 19, 2006.
- The Thomas and Anne O’Shea Trust u/d/t 1998 entered a August 14, 2007 contract to purchase the property; investors joined as tenants in common.
- Closing occurred December 10, 2007; after closing, rent payments from the Center ceased and the Center later vacated and went out of business.
- Plaintiffs alleged fraud and breach of contract based on false statements and nondisclosures about the Center’s rent payments and financial condition; the case was tried to a jury with several defendants; the jury returned verdicts for the defendants.
- Plaintiffs moved for judgment notwithstanding the verdict or new trial; the district court denied both motions.
- The district court later denied post-trial relief on multiple theories, and the appellate court affirmed, awarding costs and attorney fees to the defendants.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud: were misrepresentation or nondisclosure proven by clear and convincing evidence? | Plaintiffs claim High Mark misstated rent payments and concealed nonpayment, inducing the purchase. | Defendants contend evidence does not prove misrepresentation or that any nondisclosure caused damages. | No reversible error; substantial evidence supported the verdict; causation not proven. |
| Causation of damages from alleged fraud/nondisclosure | Plaintiffs would have avoided purchase if aware of nonpayment and related notes. | Evidence showed plaintiffs would have bought anyway due to perceived improvement and 1031 considerations. | Jury could rationally find no damages proximately caused by the alleged misrepresentations. |
| Breach of contract claim and implied covenant | Breach of the estoppel certificate and related representations breached the contract. | Evidence did not prove damages causally linked to breach; contract terms limited termination rights. | District court did not err in denying JNOV; no damages proven. |
| Fraud by nondisclosure instruction adequacy | Instruction on duty to disclose was insufficient; Watts v. Krebs framework not fully covered. | Court’s instruction adequately encompassed nondisclosure duties; lack of objection bar. | Issue not reviewed due to lack of preservation and briefing; no reversible error found. |
| Attorney fees on appeal | Plaintiffs seek fees under I.C. 12-120(3) and contract. | Defendants prevail and are entitled to fees as the prevailing party. | Defendants entitled to an award of attorney fees on appeal; plaintiffs not entitled. |
Key Cases Cited
- Weinstein v. Prudential Prop. and Cas. Ins. Co., 149 Idaho 299 (2010) (reversal standard for JNOV review—no weighing of witness credibility)
- Watts v. Krebs, 131 Idaho 616 (1998) (duty to disclose and reliance in nondisclosure fraud)
- G & M Farms v. Funk Irr. Co., 119 Idaho 514 (1991) (fraud may be established by nondisclosure of a material fact)
- Quick v. Crane, 111 Idaho 759 (1986) (renewal of motion for new trial; separate analysis required)
- Karlson v. Harris, 140 Idaho 561 (2004) (abuse-of-discretion standard for trial-court decisions on motions)
- Estes v. Barry, 132 Idaho 82 (1998) (merger and contract-related defenses in summary judgment context)
- Pines Grazing Ass’n, Inc. v. Flying Joseph Ranch, LLC, 151 Idaho 924 (2011) (substantial evidence standard for appellate review of verdicts)