Following the decision of this case on the merits, the Appellants sought an award of attorney fees under the “commercial transaction” prong of I.C. § 12-120(3) and for frivolous litigation under I.C. § 12-121. The district court denied fees on both grounds. We affirm the denial of fees under I.C. § 12-121, but reverse the denial under I.C. § 12-120(3).
I.
Factual and Procedural Background
This case arose out of a dispute as to the easement rights of the Respondents over property formerly owned by the Appellants. On May 22, 1987, Daniel Garner entered into a contract to purchase a forty-acre parcel of rеal property located in Franklin County from Ralph and Thelma McCulloch. The contract of sale purported to provide Daniel an easement across the McCullochs’ property, but the warranty deed whereby the McCullochs conveyed the property to Daniel did not grant an easement. As a result, Daniel did not obtain an express easement. However, as the district court subsequently determined, Daniel ultimately acquired an easement either by prescription or prior use. 1 The parties refer to this eаsement as “the original access road.”
On May 23, 1990, Brad 2 and Leiza Povey (the Poveys) acquired, by warranty deed, the *465 remaining property owned by the McCullochs. As a result of that transaction, the Poveys acquired the property containing the original access road. The warranty deed conveying the property to the Poveys does not mention any easement in favor of Daniel. In the district court, the Poveys conceded that Daniel was entitled to an easement across the property, but they disputed the location and the scope of the easement.
In 1992, the Poveys conveyed, by warranty deed, some of the property that they had acquired from the MeCulloehs to Daniel’s parents, Gary and Nola Garner. This property is adjacent to Daniel’s property. The Poveys retained the property containing the original access road. Although the property that Gary and Nola acquired from the Poveys was not accessible without crossing the Poveys’ property, the warranty deed did not grant an easement in favor of the Garnеrs. The deed contained the following language:
TO HAVE AND TO HOLD the said premises, with their appurtenances unto the said Grantees, their heirs and assigns forever. And the said Grantors do hereby covenant to and with the said Grantees that they are the owners in fee simple of said premises; that they are free from all incumberances and that they will warrant and defend the same from all lawful claims whatsoever.
Before the district court, the Garners argued that, because the warranty deed conveyed the property along with its “appurtenаnces,” the Poveys’ right to use the original access road was conveyed to Nola and Gary. The district court determined that no express easement was granted to the Garners in the warranty deed, but concluded that Gary and Nola had an easement across the original access road by prescription or prior use. 3
Over the next thirteen years, the Poveys conveyed to several other grantees, none of whom are parties to this appeal, portions of the land adjacent to the Garners. During that time, there has apparently been confusion and dispute as to the exact location and nature of the Garners’ easement and the extent to which the Poveys’ successors in interest were on notice of, and recognized, the easement. Indeed, it was the Poveys’, and their successors’, alleged interference with the easement that gave rise to this action.
Daniel Garner, Sherri-Jo Garner, Nola Garner, and Nola Garner as trustee of the Nola Garner Living Trust (the Garners), filed suit against the Poveys alleging that (1) the Poveys physically interfered with the Garners’ easement by plowing over the original access road; (2) the Poveys wrongfully conveyed their property without mentioning the Garners’ easement in the deeds; and (3) the Poveys breached their duty, arising from the 1992 warranty deed between the Poveys and Gary and Nola Garner, to warrant and defend the Garners’ easement. At the time the suit was filed, the Poveys no longer owned the land upon which the original access road is located.
The district court ultimately granted summary judgment in favor of the Poveys. The district cоurt determined that the Poveys did not breach any duties owed to the Garners by transferring the property without specifically mentioning the Garners’ easement in the deeds because a servient estate holder has no duty, upon sale of the servient estate, to protect implied or prescriptive easements. The court further determined that the Poveys did not physically interfere with the Garners’ easement. Indeed, the district court found that the Garners were not prejudiced by the Poveys’ act of plowing over the original access road, and that the plowing merely caused a minor inconvenience that did not constitute an unreasonable interference with the easement. The district court did not directly address the Garners’ breach of warranty claim.
Following the favorable summary judgment ruling, the Poveys submitted a memo *466 randum of costs and attorney fees. The Poveys requested attorney fees pursuant to I.C. § 12-121 on the ground that the Garners brought and pursued the action frivolously, unreasonably, or without foundation, and pursuant to I.C. § 12-120(3) on the ground that the action involved a commercial transaction. In support of their claim for attorney fees under I.C. § 12-120(3), the Poveys argued that the Garners’ claims were based on the transaction between the Poveys and Nola and Gary Garner in 1992 whereby Nola and Gary purchased property from the Poveys and that such transaction was commercial in nature. The Poveys also argued that the Garners attested, under oath, in their verified complaint that their action involved a commercial transaction. The district court ultimately denied the Poveys’ requеst for attorney fees under both I.C. § 12-121 and I.C. § 12-120(3), and the Poveys timely appealed to this Court.
II.
Issues on Appeal
I. Whether the district court erred in granting the Garners’ motion to strike the affidavit of Jeff Neigum?
II. Whether the district court erred in denying the Poveys’ request for attorney fees under I.C. § 12-121?
III. Whether the district court erred in denying the Poveys’ request for attorney fees under I.C. § 12-120(3)?
IV. Whether either party is entitled to attorney fees on appeal?
III.
Discussion
A. The district court did not abuse its discretion in granting the Garners’ motion to strike the affidavit of Jeff Neigum.
The Poveys assert that the Garners bought this action against the Poveys because Daniel and Sherri-Jo Garner were involved in a family dispute with Brad Povey, and wanted to use litigation as a way to get even. In support of their request for attorney fees pursuant to I.C. § 12-121, the Poveys submitted an affidavit from Jeff Neigum, wherein he testified that,
[Daniel Garner] had a personal vendetta against Brad Povey and was hoping to make us mad at Brad so that we would sue him. He even told me some of the details about the trouble between him and Brad Povey. He told me that Brad had intervened with Brad’s father (the grandfathеr of Dan Garner’s wife, Sherri-Jo) to keep him from selling to Dan and Sherri-Jo the Troy Grave’s dairy. That intervention by Brad had made Dan and Sherri-Jo very angry with Brad and that is why Dan wanted to make us mad so that we would sue Brad----I feel we were embroiled in this lawsuit because Dan Garner wanted to get even with Brad Povey for a completely unrelated event.
The district court granted the Garners’ motion on the ground that the testimony in the affidavit was not relevant to the issue of whether the Poveys were entitled to attorney fees under I.C. § 12-121. More specifically, thе district court concluded that,
a claim under I.C. § 12-121 must be based on an analysis of the legal positions taken in the case, and not on extraneous factors ____[T]he facts asserted in the affidavit are irrelevant to the question of whether Garners pursued this case frivolously, unreasonably or without foundation. There may be a variety of motives for bringing any lawsuit, some appropriate and some not. But the only question to be considered by this Court is whether the legal theories and facts of the case were pursued in violation of I.C. § 12-121 and I.R.C.P. 54(e)(1). The Court has concluded [] that the issues raised in this case were fairly debatable and legitimate, even when resolved against the Garners.
The Poveys argue that the district court “made a critical error in the law applicable to its decision” by concluding that it must analyze the legal position taken by the Garners, and not extraneous factors, when determining whether attorney fees were appi’opriate under I.C. § 12-121. The Poveys assert that Jeff Neigum’s testimony in the affidavit demonstrated that the Garners had an ulterior motive for filing suit agаinst the Poveys and, *467 therefore, it was relevant to the issue of whether the Garners pursued the action frivolously, unreasonably, or without foundation.
The district court determined, in essence, that the statements contained in the affidavit were irrelevant to the issue at hand. The court based its determination to strike the affidavit on I.R.C.P. 56(e), which pertains to affidavits filed in a summary judgment proceeding, but should have based its ruling on I.R.E. 402, which states that “[e]videnee which is not relevant is not admissible.” “ ‘The question of whether evidence is relevant is reviewed de novo, while the decision to admit relevant evidence is reviewed for an abuse of discretion.’ ”
State v. Sheldon,
The Poveys fail to explain how the district court “made a critical error in the law” in concluding that Jeff Neigum’s testimony was irrelevant to the question at hand. In many cases, the party bringing an action may have a variety of motives for doing so, some of which may be improper. But that fact is irrelevant when the party has a valid legal or factual basis for pursuing the action. Because the Poveys requested attorney fees under I.C. § 12-121, the only relevant inquiry is whether the Garners had a valid legal or factual basis for bringing the action. Therefore, the district court correctly perceived Mr. Neigum’s testimony to be irrelevant to the fee issue and did not err in granting the Garners’ motion to strike his affidavit.
B. The district court did not abuse its discretion in denying the Poveys’ request for attorney fees under I.C. § 12-121.
The Poveys contend that the Garners pursued this action frivolously, unreasonably, and without foundation. The Poveys argue that when the Garners brought this suit, the Poveys did not own any of the property involved, nor did the Poveys do anything to interfere with the Garners’ use of the easement or deny the Garners’ right to an easement. They thus conclude that the action was without merit.
In denying the Poveys’ request for attorney fees under I.C. § 12-121, the district court concluded that,
This ease raised important questions concerning the types of easements Garners had, what Poveys’ responsibilities were regarding those easements, and whether Poveys had improperly interfered with those easements, either by physically plowing over them or in the [subsequent] conveyances____While the Court concluded as a matter of law that Poveys had no duty with regard to [another grantee’s] deed, Poveys’ duty was a serious and debatable question. There was a paucity of cases dealing with the duties of the servient estate holder with regard to any duty to protect the holder of a prescriptive or pri- or use easement and the Court had to carefully analyze many eases to decide what the duty was and whether Poveys breached that duty____ The Court finds that the many questions discussed in this case about the scope of the easements and Poveys’ duties were “fairly debatable” and required substantial legal analysis for resolution. Under this standard, the Court is not left with the abiding belief that Garners’ claim was pursued frivolously, unreasonably or without foundation.
Fees under I.C. § 12-121 are not awarded to a prevailing party as a matter of right but, rather, are subject to the district court’s discretion.
4
Coward v. Hadley,
150
*468
Idaho 282, 290,
A district court’s denial of fees under I.C. § 12-121 will not be overturned absent an abuse of discretion.
Chavez v. Barrus,
C. The Poveys are entitled to fees under I.C. § 12-120(3).
The Poveys assert that the district court erred in failing to award them attorney fees under I.C. § 12-120(3). They present two arguments in support of their fee claim. First, they contend that by alleging in their complaint thаt the suit was a commercial transaction within the meaning of I.C. § 12-120(3) the Garners “triggered” the application of that section, entitling them to a fee award. Second, they assert that the transaction was, in fact, commercial in nature and, therefore, they are entitled to a fee award. The Garners counter that the trigger argument is without legal support and that the only way the Poveys could obtain a fee award is to establish that there was a transaction between the parties that was commercial in nature. The Garners submit there is nothing in the record to establish that any transaction between the parties could be characterized as being a commercial one.
In its ruling, the district court noted, “Poveys first assert that because Garners alleged, in the Complaint, that this case involved a commercial transaction, it must be deemed one and attorney fees must be allowed to the prevailing party.” The court rejected this contention based on its interpretation of the holding in
Great Plains Equip., Inc. v. Northwest Pipeline Corp.,
Disregarding the allеgations of the complaint, there was little evidence before the district court that would establish the action as being commercial in nature. In their fee request to the district court, the Poveys failed to argue that the property was to be used for a commercial puipose. Indeed, it was first argued by the Poveys on appeal that the 1992 sale was a commercial transaction because the property was to be used for commercial farming and hauling gravel. Thus, the Poveys’ entitlement to fees must be based upon their first assertion — that they were entitled to fees because the Garners alleged in their complaint that the parties had engaged in a commercial transaction within the meaning of I.C. § 12-120(3), and that their action was based on such transaction. We conclude that the Poveys are entitled to attorney fees on this basis and that the district court erred in concluding otherwise.
Whether a district court has correctly determined that a ease is based on a commercial transaction for the purpose of I.C. § 12-120(3) is a quеstion of law over which this Court exercises free review.
Great Plains,
Pertinent to the inquiry as to whether allegations contained in a complaint can invoke application of I.C. § 12-120(3) is this Court’s decision in
Magic Lantern Productions, Inc. v. Dolsot,
In Farmers Nat. Bank v. Shirey,126 Idaho 63 ,878 P.2d 762 (1994), the Court said:
Where a party alleges the existence of a contractual relationship of a type embraced by section 12-120(3) ... that claim triggers the application of [I.C. § 12-120(3) ] and a prevailing party may recover fees even though no liability under a contract was established.
Id. at 73,878 P.2d at 772 .
This same principle applies where the action is one to recover in a commercial transaction, regardless of the proof that the commercial transaction alleged did, in fact, occur.
Id.
at 808,
The district court, however, citing Great Plains, asserted that the above holding in Magic Lantern had been rejected by this Court, quoting from that opinion as follows:
There must be a commercial transaction between the parties for attorney fees to be awarded. To the extent that Magic Lantern Productions, Inc. v. Dolsot,126 Idaho 805 , 808,892 P.2d 480 , 483 (1995) may be read to mandate an award of attorney fees to the prevailing party when the other *470 party has claimed fees pursuant to I.C. § 12-120(3), that interpretation is disavowed. A prevailing рarty may rely on I.C. § 12-120(3) if pled by another party for recovery of attorney fees if it is warranted under the statute. “[A] court is not required to award reasonable attorney fees every time a commercial tansaetion is connected with a ease.” Bingham v. Montane Resource Associates,133 Idaho 420 , 426,987 P.2d 1035 , 1041 (1999) (citing Ervin Construction Co. v. Van Orden,125 Idaho 695 , 704,874 P.2d 506 , 515 (1993)). [Emphasis added].
Id.
at 471,
It is true that a fee award was denied to Northwest Pipeline (NWP), the prevailing party in
Great Plains,
even though thе losing party, Cate-Idaho, had claimed it was entitled to attorney fees under I.C. § 12-120(3) with regard to an unjust enrichment claim, upon which it subsequently failed to recover.
In this case the Garners alleged in their complaint that:
The wrongful actions of [the Poveys] include plowing over Segment “A” of the Original Access Road to facilitate sale of their property; wrongfully conveying property without confirming the right-of-way now held by Daniel, his wife, Nola and the Nola Trust; warranting against the right-of-way; and by actions herein seeking to have Daniel, his wife, Nola and the Nola Trust lose all fully effective access rights. By performing these wrongful actions, the Poveys breached the warranty contained in the Warranty Deed____
(emphasis added). The Garners’ complaint continued, alleging that they
[brought] and pursue[d] this action to preserve their right-of-way and to recover damages against Defendants Brad Povey and Leiza Povey for their wrongful conduct in seeking to extinguish the right-of-way. ... The purchase of the real estate by Gary and Nola from Povey Defendants *471 was a commercial transaction under Idaho Code Sec. 12-120(3) so Plaintiffs ... should be entitled to recover their reasonable attorney fees from Defendants Brad Povey and Lezia [sie] Povey.
Daniel and Nola Garner both affirmed these allegations under oath. The Garners did not simply invoke I.C. § 12-120 as a potential justification for fees; they pleaded it as the law governing the action and they alleged supporting facts in their verified complaint. A commercial transaction was thus integral to the Garners’ claim and it was the basis upon which they sought to recover. This was not a situation where, after the substantive litigation, a party seeking fees attempted to characterize the action as one based on a commercial transaction. Rather, according to the Garners’ complаint, the gravamen of this action was a commercial transaction of the type embraced by I.C. § 12-120(3).
In this case, the Garners’ allegations triggered application of the statute. Accordingly, the Poveys, as the prevailing party below, were entitled to fees under § 12-120(3). We therefore reverse the district court’s contrary ruling and remand for further action consistent with this opinion.
D. The Poveys are entitled to fees on appeal.
The Poveys also argue that they are entitled to attorney fees on appeal pursuant to I.C. § 12-120(3). As discussed above, the Garners’ alleged that this action was based on a commercial transaction, which triggered § 12-120(3). The Poveys are the prevailing party in this appeal and, accordingly, they are also entitled to fees under I.C. § 12-120(3) on appeal.
IV.
Conclusion
We affirm the district court in granting the Garners’ motion to strike Jeff Neigum’s affidavit and denying fees under I.C. § 12-121. We reverse the denial of attorney fees for the Poveys under I.C. § 12-120(3) and remand to the district court to determine an appropriate fee award. Finally, we award the Poveys costs and attorney fees on appeal.
Notes
. When this action was commenced in 2008, Daniel had been using the original access road since he obtained the forty-acre parcel from the McCullochs in 1987.
. Sherri-Jo Garner is Daniel Garner's wife. Brad Povey is Sherri-Jo Garner’s uncle.
. After Gary Gamer passed away in 2005, Daniel obtained an interest in the property that Gary and Nola had acquired from the Poveys. Daniel was also gifted a portion of the property from Nola Garner. Nola also transferred a portion of her interest in the proрerty to the Nola Garner Living Trust, of which Nola is the sole trustee. Therefore, Daniel Gamer, Sherri-Jo Garner, Nola Gamer, and the Nola Gamer Living Trust all claim an interest in the property that the Poveys conveyed to Nola and Gary Garner in 1992.
. I.C. § 12-121 provides:
In any civil action, the judge may award reasonable attorney’s fees to the prevailing party or parties, provided that this section shall not alter, repeal or amend any statute which otherwise provides for the award of attorney’s fees.
. According to I.R.C.P. 54(e),
attorney fees under section 12-121, Idaho Code, may be awarded by the court only when it finds, from the facts presented to it, that the case was brought, pursued or defended frivolously, unreasonably or without foundation____