Vanderwal v. Albar, Inc.
154 Idaho 816
| Idaho | 2013Background
- Albar, Inc. owned a convenience store/marina where an underground storage tank leaked gasoline in 2003; DEQ required remediation and a Fund contractor began work.
- In 2005 Albar sold the property to JLZ Enterprises; Albar’s counteroffer stated seller had “all responsibility and liability for recent gasoline spill on property and adjoining property.”
- Albar and its contractor did not complete required testing or excavations; remediation efforts stagnated and DEQ would not issue clearance.
- JLZ assumed remediation in late 2007 through DEQ’s voluntary program, completed excavation/cleanup work in 2008, and sought DEQ reimbursement later.
- JLZ sued for breach of contract and rescission; the district court found the contract ambiguous, held Albar obligated to remediate to DEQ standards within a reasonable time, found Albar breached, awarded JLZ $228,044.72 in damages, and offset that against the promissory note; Albar’s Rule 60(b) motion to reduce damages after DEQ paid JLZ was denied.
Issues
| Issue | Plaintiff's Argument (JLZ) | Defendant's Argument (Albar) | Held |
|---|---|---|---|
| Whether Albar breached the real estate contract by failing to remediate | Contract required seller to continue remediation to DEQ standards; seller failed to perform within a reasonable time | Albar contended no specific remediation result or time was bargained for and thus no breach | Court: provision ambiguous; evidence supports obligation to remediate to DEQ standards; law implies reasonable time; Albar breached |
| Whether JLZ’s takeover of remediation was permissible and damages mitigation | JLZ was justified to take over remediation to mitigate damages and obtain the bargained-for performance | Albar argued JLZ’s actions (changing site use) altered remediation standards and relieved Albar | Court: JLZ entitled to assume remediation to mitigate damages; delays caused by Albar’s refusal to do dig-and-haul, not JLZ |
| Whether the district court’s damages award is supported by the record | Damages reflect costs JLZ incurred taking over remediation | Albar asserted it was not liable for damages but made no transcript/authority-based challenge | Court: Albar failed to properly challenge factual findings; damages supported and affirmed |
| Whether post-judgment DEQ reimbursement to JLZ reduces the damages award (Rule 60(b) relief) | Albar sought reduction of damages by DEQ payment under Rule 60(b)(2),(5),(6) | JLZ opposed; argued judgment final and Rule 60(b) relief not warranted | Court: Denied relief — (2) payment was not newly discovered evidence; (5) damages are final past harm; (6) Albar failed to show unique and compelling circumstances |
Key Cases Cited
- Argosy Trust ex rel. Its Trustee v. Wininger, 141 Idaho 570 (factual findings will not be set aside unless clearly erroneous)
- Elliott v. Verska, 152 Idaho 280 (substantial and competent evidence standard for factual findings)
- Weinstein v. Prudential Prop. and Cas. Ins. Co., 149 Idaho 299 (where no time is expressed, performance is implied within a reasonable time)
- Curzon v. Wells Cargo, Inc., 86 Idaho 38 (same reasonable-time principle in contract performance)
- In re Jane Doe, I, 145 Idaho 650 (Rule 60(b)(2) does not cover facts arising after trial)
- Meyers v. Hansen, 148 Idaho 283 (Rule 60(b)(5) cannot modify damages that represent present debt at judgment)
- Miller v. Haller, 129 Idaho 345 (Rule 60(b)(6) relief requires unique and compelling circumstances)
- Triad Leasing & Financial, Inc. v. Rocky Mountain Rogues, Inc., 148 Idaho 503 (prevailing party rule for appellate attorney fees)