Wakelam v. Hagood
151 Idaho 688
| Idaho | 2011Background
- Hagood owned three Nampa parcels and signed an Exclusive Seller Representation Agreement with Bullock on June 9, 2008 authorizing an absolute auction on August 6, 2008.
- The auction was conducted as advertised; Wakelam and Ressler bid the high amounts totaling $973,035 for the three parcels.
- Hagood refused to sign the purchase agreements and claimed he would not sell for less than $2,000,000, though this intent was not in the Representation Agreement.
- Wakelam and Ressler sued for specific performance and damages; Hagood raised third-party claims against Bullock and others; district court granted summary judgment for Hagood and later dismissed further amendment claims.
- The district court held the statute of frauds barred enforcement; on appeal, the Idaho Supreme Court reversed, held the Representation Agreement satisfied the statute of frauds, and remanded for further proceedings, including attorney fees to appellants.
- Wakelam and Ressler’s high bids were accepted by the auctioneer under Hagood’s ongoing authority; the Purchase and Sale Agreements incorporated essential terms; Hagood did not revoke authorization; enforceable sale agreements arose between the parties.
- The district court’s later decisions were based on whether the documents at the auction could be used to meet the statute of frauds; the Supreme Court found the representation agreement contained all necessary terms or provided a definite method to ascertain them, satisfying the statute of frauds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the statute of frauds applies to land sold at auction | W/H argue no application to absolute auction; believe no memo needed | Hagood argues statute applies and should bar enforcement | Statute of frauds applies to land auctions; absolute auction does not exempt it. |
| Whether the Representation Agreement satisfies the statute of frauds | Representation Agreement provides essential terms; documents flesh out details | No single writing contains all terms; post-auction documents insufficient | Representation Agreement contains all necessary terms or allows definite ascertainment; writing satisfies the statute. |
| Whether Wakelam/Ressler are entitled to relief and fees on appeal | Commercial transaction merits § 12-120(3) fees; prevailing party entitled | Not addressed as fee issue on appeal or insufficient basis | W/H awarded their attorney fees on appeal under Idaho Code § 12-120(3). |
Key Cases Cited
- Hoffman v. SV Co., Inc., 102 Idaho 187, 628 P.2d 218 (Idaho 1981) (statute of frauds—failure to comply renders oral contracts unenforceable)
- Giacobbi Square v. PEK Corp., 105 Idaho 346, 670 P.2d 51 (Idaho 1983) (contract must be complete; definite method can determine price/identity of buyer)
- Estate of Kirk, 127 Idaho 817, 907 P.2d 794 (Idaho 1995) (trust/transfer documents—parol evidence not needed if writing supplies terms)
- Ray v. Frasure, 200 P.3d 1174 (Idaho 2009) (property description via exhibit; sufficiency of writing to satisfy SOF)
- Garner v. Bartschi, 139 Idaho 430, 80 P.3d 1031 (Idaho 2003) (sufficiency of property description; reliance on references to aid identification)
- Holston v. Pennington, 225 Va. 551, 304 S.E.2d 287 (Va. 1983) (auction memorandum; general rule that SOF applies to auctions)
- Pyles v. Goller, 110 Md.App. 71, 674 A.2d 35 (Md. 1996) (mutual assent in auction can crystallize contract; memorandum may satisfy SOF)
- Zuhak v. Rose, 58 N.W.2d 693 (Wis. 1953) (without-reserve auction; highest bidder may enforce)