Yates v. Hull Farms, Inc.
563 P.3d 1246
| Idaho Ct. App. | 2025Background
- Yates and Hull Farms entered into a Purchase and Sale Agreement (PSA) for a 2,409-acre ranch, which included an attorney fee provision.
- The parties executed addenda providing that a five-acre parcel would be set aside for Yates’ personal use, with the legal description to be determined later by survey.
- The deeds transferring the property did not reference the five-acre parcel or the PSA, and the survey was never recorded.
- Yates sued for specific performance to obtain the five-acre parcel; the district court held the PSA merged into the deeds, making the PSA unenforceable and denying attorney fees to Hull Farms.
- Hull Farms appealed the denial of attorney fees after prevailing in the lawsuit.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Entitlement to fees under PSA | Merger of PSA into deed precludes fees | Fees provision survives merger, even if contract is unenforceable | Fees provision is enforceable; merger does not preclude attorney fees |
| Fees under I.C. § 12-120(3) | Claim is not a commercial transaction; focused only on personal use parcel | Sale of ranch is commercial transaction; all claims arise from it | Sale is commercial; fees are allowed under § 12-120(3) |
| Scope of merger doctrine | Merger extinguishes all PSA provisions | Merger is limited; does not extend to collateral stipulations like attorney fees | Merger does not affect right to attorney fees |
| Fees on appeal | Not specifically argued | Should be awarded if awarded below | Hull Farms awarded attorney fees and costs on appeal |
Key Cases Cited
- Jolley v. Idaho Securities, Inc., 90 Idaho 373 (doctrine of merger: acceptance of deed generally merges prior contract terms into the deed)
- Hilbert v. Hough, 132 Idaho 203 (attorney fees may be awarded even if contract is found unenforceable)
- Garner v. Bartschi, 139 Idaho 430 (prevailing party entitled to contract fees despite unenforceability due to lack of property description)
- Lee v. Willow Creek Ranch Estates No. 2 Subdivision Homeowners’ Association, Inc., 164 Idaho 396 (attorney fees warranted if claim arises from a commercial transaction)
- Breckenridge Property Fund 2016, LLC v. Wally Enterprises, Inc., 170 Idaho 649 (guidance on when a transaction supports attorney fee award under § 12-120(3))