VANDERFORD CO., INC. v. Knudson
150 Idaho 664
| Idaho | 2011Background
- Remand from Vanderford I led to mediation; two disputed settlements emerged: Knudson–Vanderford and Vanderford–Greifs; Greifs moved to enforce, Knudson resisted, and the district court dismissed Knudson's claims.
- Greifs alleged two settlements: Knudson granted Vanderford authority to negotiate with Greifs and to join any resulting settlement; separately, Vanderford–Greifs settlement purportedly resolved all remaining claims.
- District court treated Greifs' motion as summary judgment enforcement of the Knudson–Vanderford Settlement and dismissed all Knudson claims; Knudson appealed.
- Knudson declared no agreement with Vanderford and no mediation settlement with Greifs; Greifs contended both settlements existed.
- The Idaho Supreme Court reversed, holding genuine issues of material fact existed regarding the existence of both settlements; decision treated as summary-judgment-type ruling.
- Costs awarded to Knudson; no attorney fees awarded to either party.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did genuine issues of material fact preclude enforcement of the Knudson–Vanderford Settlement? | Knudson asserts no agreement with Vanderford. | Greifs contend the Knudson–Vanderford Settlement was reached. | Yes; issues of fact precluded enforcement. |
| Did a Greifs–Vanderford Settlement exist and settle all remaining claims? | Knudson contends no meeting of the minds. | Greifs assert mediation produced a settlement. | Uncertain; factual disputes require resolution. |
| Should the Greifs' motion be treated as a summary-judgment motion given evidence outside pleadings? | Knudson argues material facts remain in dispute. | Greifs relied on affidavits and Knudson’s Explanation. | Yes; improper reliance on unsworn/ambiguous material; reversal warranted. |
| Did the district court err in considering Knudson's Explanation as dispositive admissions? | Knudson's Explanation is not an unequivocal admission. | Greifs rely on it as admission. | Yes; statements were ambiguous and not admissible admissions. |
Key Cases Cited
- Goodman v. Lothrop, 143 Idaho 622 (Idaho 2007) (enforceability of mediation agreements; complete defense to suit once settled)
- Mihalka v. Shepherd, 145 Idaho 547 (Idaho 2008) (motion to enforce settlement may function as summary judgment)
- Ogden v. Griffith, 149 Idaho 489 (Idaho 2010) (treating enforcement motion as summary judgment when outside pleadings were relied upon)
- Lindsey v. Cook, 139 Idaho 568 (Idaho 2003) (genuine issue of binding nature of mediation agreement; accord and satisfaction concerns)
- Banner Life Ins. Co. v. Dixson Irrevocable Trust, 147 Idaho 117 (Idaho 2009) (summary-judgment standard; burden to show no genuine issue)
- Wilson v. Bogert, 81 Idaho 535 (Idaho 1959) (contract formation standards; meeting of minds test)
- Shields & Co. v. Green, 100 Idaho 879 (Idaho 1980) (preliminary contract formation inquiry; issue for fact)
- Kohring v. Robertson, 137 Idaho 94 (Idaho 2002) (intent governs whether preliminary discussions form a binding contract)
- Giacobbi Square v. PEK Corp., 105 Idaho 346 (Idaho 1983) (certainty of contract terms; complete and definite terms required)
- Vanderford Co. v. Knudson, 144 Idaho 547 (Idaho 2007) (origin of mediation order; remand for issues including fraudulent conveyance and oral agreement)