*1 less sta- opinion today Court’s there is even P.2d 1116 GILLETTE, Plaintiff-Respondent, than there was before. bility in this field Frank claimants, agencies in- Employers, and the v. something better. A volved are entitled RANCH, Partnership, a STORM CIRCLE claimant now doesn’t know until this Court Rancho, Inc., corpora- composed ultimately passes on his claim whether Bing- tion, Bobby and Kendall Shults taken benefits he has been awarded will be ham, Defend- and Blincoe he will away, finally gain or whether ants-Appellants. years to four after his usually two them — cannot that an discharge. I but believe No. 12953. employee, allegedly discharged for miscon- of Idaho. Supreme Court prefer duct would to have his final decision examiner, appeals at the hands of an Aug. 1980. act with Commission—who their own ex- Rehearing 1980. On Dec. pertise determining whether the actions misconduct, complained of constituted apply that word of common agencies
those understanding they deal on a —with
constant basis.1
PER CURIAM. rehearing having grant-
Petition for
ed in the above-entitled cause and the case reargued,
rebriefed and
THE MAJORITY adheres to the views
expressed original opinion. in the Court’s BISTLINE, JJ.,
McFADDEN and respec-
tively, to the expressed adhere views original dissenting opinions.
their Meanwhile, enough absent members of the Court misconduct which is intentional to dis- case, claimant, seeing any my qualify substance in view of this and misconduct which does go saying up continuing pay on record as that what Justice not so measure hom- —all age Court-supplied McFadden has written comes much closer to to the definition in Johns. lies, being right prob- of it than does the And therein and continues to lie the Court’s however, opinion. employers. Regrettably, facing Justice McFad- lem claimants and opinion merely up cudgel den’s takes as to *2 Parsons,
William A. Parsons Smith & Stone, Burley, defendants-appellants. Goodman, Larry R. Duff of Duff & Chisholm, Rupert, plaintiff-respondent. BAKES, Justice. appellants
Defendant Circle Ranch bring appeal and Blincoe this judgment holding a district court they enriched work done We by plaintiff respondent Frank Gillette. at trial proof presented have reviewed the and hold that exercise his the the prop- evidence and the trial court’s findings and conclusions drawn the last date erty prior to support therefrom do not enrich- option, provided in the he was unable to ment award entered the defend- necessary financing to do so. obtain the Accordingly, ants. we reverse. suggests that The record In 1975 Gillette and Storm Circle exe- financial condition. After serious *3 cuted a agreement by written lease expired without option having Gillette’s Gillette, lessee, posses- entitled to exercised, prop- been Circle sold the Storm sion Circle, of farmland by owned Storm 1976, 23, erty January on ap- defendant lessor, 1, 1975, 5, from April Farms, $700,000, pellant Blincoe 1976. The parties’ agreement gave also to vacate Gillette was directed Gillette an option exclusive property. February On Gillette $800,000. specified on terms filed a lien farm labor and seed lien and option. option expire was to brought this action to recover from Storm 5, 1976. The lease Farms, Inc., Circle and Blincoe the value of provided that Gillette was to do all work the fall performed work he had while in necessary to prepare the ground and to possession of the land in 1975. Gillette plant and harvest certain crops good “with sought recovery on two distinct theories: farmer-like methods.” Gillette’s lease pay- (1) liens; foreclosure of farm labor and seed ments were to consist in percent- of a (2) unjust enrichment. The district age of the crops harvested from the leased court ruled that Gillette’s farm labor and seed liens were timely filed and were Prior to entering into the lease option unenforceable, therefore but held that Gil- unspecified portion of the lette’s farm work had inured to the benefit leased had been fall planted in of both Storm Circle and Blincoe 1974, wheat by Circle in Storm and Gillette Inc. The court concluded that Storm Circle irrigated and cut that crop in 1975. In the Farms, Inc., and Blincoe 1975, had been unjustly fall of after harvesting the crop, disked, by enriched ripped, Gillette Gillette’s work irrigated and were jointly and ferti- alfalfa, lized the planted severally land and $17,- liable to barley Gillette for wheat, 712.09, all to be harvested in 1976. the amount Gillette asserted the fall However, although Gillette had intended to work had cost him.1 1. The dissents of Justice Bistline and of Justice Whether those statements are a correct inter- pro tempore Hargraves suggest pretation option agreement both of the lease and was not an Circle breached the issue which contract was tried in this case Thus, by and thus has not when it sold to been resolved Blincoe Farms. Justice either the appeal. trial court states, this Court on How- Bistline “If there had been no contractu- ever, plaintiff it is clear that the Gillette did not relationship al at all between interpret option provision way sug- Circle, then Gillette not have gested by dissenting opinions. When he any position money complain about the filed his action Storm Circle he made spent. and time he had But there was such a allegation contained in the relationship; when Storm violated the lease had either been exercised agreement creating relationship, subject him or was to “automatic self activa- was entitled to recover that which he had ex- fact, complaint tion.” In did not even pended.” vein, Hargraves In the same Justice option, mention either the lease or the writes that Gillette’s “failure to notice of rights complaint claimed no alleged under either. His option prior the exercise of the to December only Circle, through that Storm its 1977, amounts to an automatic self activation managers Bingham “employed Shults and option,” concluding exercise of the that “Storm perform Plaintiff to certain work and labor in ” obligated Circle would be tender contract farming premises the said . which within a reasonable time and then would plaintiff alleged were owned defendant option expire in the event Gillette did not Farms, Inc., Storm Circle. Blincoe was named execute the contract of sale.” Justice Har- party defendant because it “claims some in- graves points out that Gillette was still at- premises.” I, plaintiff in said terest In Count tempting financing to secure when the farm alleged the reasonable value of his work to be “was $13,000.00, sold out from under him.” alleged which he was secured
The essence of an action
evidence that
personnel
based
Blincoe
help
did
upon unjust enrichment
is the claim that
sugar
Storm Circle harvest its
beets in the
the defendant has been enriched
fall of
there is no evidence
plaintiff
inequitable
and that
it would be
record to show that Blincoe was aware of
for the defendant
to retain that benefit
cultivating
planting
fall
which Gil-
compensating
without
finding
lette
have done. That
Fiscus,
value of the benefit. Hertz v.
clearly
trial court is
erroneous and must be
(1977).
Idaho
First,
Blincoe
as to the defendant Blincoe
Farms,
planting,
that
had done the fall
the
Gillette
the trial court found that Blincoe
foregoing
trial
finding of the
court would
Farms was aware that
the fall work had
indicate that
labor and materials
by
been done
negotiated
Gillette when it
arriving
price
were considered in
at
the
January
Storm Circle
of 1976 to
which Blincoe
paid
negate any
the
and would
property.
carefully
We have
reviewed the
or conclusion
was en
any
record and do not find
that Blincoe
materials,
evidence
by
that Blincoe Farms was aware
riched
Gillette’s labor and
that the fall work
whether
by
unjustly
had been done Gillette
or otherwise.
If Gillette’s
when it negotiated with
Circle to
Storm
labor and materials were included in the
purchase the
While there
property.
price
paid,
Blincoe
then as a matter of
lien;
II,
the farm labor lien and seed
in Count
that “it was sold out from under him” was
plaintiff alleged
plaintiff
furnished “304
made in relation to its conclusion of law “that
per
unjust
$11.50
cwt. of said
applies
Certified Wheat Seed at
the
enrichment doctrine
to this
$3,496.00”
cwt. for a total sum of
nothing
which was
case.” There is
in the record that
prayed
suggests
secured
the same lien. Plaintiff then
that either
or the
judgment “against
jointly
for a
involving
defendants
court ever viewed this case as
severally
.
. and that said sums be de-
whether
issue of
defendant Storm Circle
upon
crop
clared
lien
said wheat
of defend-
lease-option agreement.
had breached the
Subsequently, plaintiff
fact,
ants
.
..”
amend-
suggests
the record
otherwise.
It was the
III,
complaint adding
alleging
ed his
duty
Count
un-
plaintiff
perform-
who had the
Gillette
enrichment,
mentioning
ance,
e.,
still without
obtaining
purchase price
i.
for the
option.
lease or the
provided
in the manner
While the trial
made reference to the
court
January
option. The record is clear that as of
option agreement
lease and
and did state that
5, 1976,
day
exercising
option,
the final
voluntarily
plaintiff
“the
did not
surrender or
necessary
still had not obtained the
Gillette
premises,
abandon
it was sold out from
financing.
late as
As
him,”
never did find
under
the trial court
property was sold to Blincoe
Gil-
had breached the
the defendant Storm Circle
attempting
financing.
to obtain
lette was still
option agreement. The trial court’s statement
unjust
erty
crops plant-
law there could
in 1976 and harvested the
enrichment
since the
part,
price
paid
Gillette,
proof
Blincoe’s
for the
trial would
ed
farm would have
included
labor and
adequate
support
have been
materials. Because the trial court’s find-
value of the
finding of the
benefit
court’s
ings
unsupported
evidence,
are
by the
from Gillette’s fall
received
Storm Circle
even if supported
support
do not
a conclu-
However,
Circle sold
work.
when Storm
sion that Blincoe Farms was
en-
prior
riched as
work,
a result of Gillette’s fall
planted by
maturity
crops
judgment
Farms, Inc.,
against Blincoe
must
Circle as a
any benefit received
be reversed.
only
work
result of Gillette’s fall
could
price
been reflected in an increased
received
judg
also
We
conclude
present
failed to
ment
Storm Circle must also be
fall work affected
evidence
Although
reversed.
submitted
either the
which Storm Circle received
work,
proof
cost to
fall
him his
for the farm or the value of
farm.
where
the farm
Storm Circle sold
before
proof
Because Gillette’s
trial reflected
harvested,
the crops
proof
mere
of his
detriment suffered
him
inadequate
costs was
to establish
value
the work gave
the amount of benefit
benefit
have Circle,
inadequate
support
Unjust
received from that fall work.
en
based
judgment
theory of
richment
an equitable
doctrine
is
Davis,
v.
supra.
enrichment. Nielson
inapplicable where the
an action
*5
Furthermore, Gillette received
bene-
fails
provide
to
proof
to
necessary
preparation
planting
fit of field
done
establish the value of the benefit con
by
Circle in
fall of
prior
Storm
1974
ferred upon the defendant. See Nielson v.
taking possession of
property
Gillette’s
Davis, supra. Although damages need not
April,
in
1975. The value of that work
be proven
precision,
with mathematical
would have reduced the value of Gillette’s
e.,
damages,
i.
value of
benefit
claim
unjustly
that Storm Circle was
en-
by
received
the defendant
in an
by
riched
Gillette’s fall work in 1975. Gil-
enrichment,
upon unjust
action based
must
of
showing
lette made no
value
proven
reasonable certainty. Cf.
which
1974 work
he benefitted from.
Co.,
Quality-Pak
607,
Olson v.
93 Idaho
469
proof
As a result of the
which Gillette
Ranch,
(1970); Big
P.2d 45
Butte
Inc. v.
trial,
presented
damage
award based
Grasmick,
6,
(1966)
91 Idaho
lette “Fur- thermore, would be aware inquiry was so Gillette received the benefit of $5,000. concerning there was a claim preparation field planting done prior Very Storm Circle in the fall of 1974 “THE well.” COURT: taking possession Thus, it seem that Circle was April, 1975. The value of that work concerning claim it satisfied would have reduced the value of Gillette’s Gillette, or at had least was not claim that Storm Circle was en- pressing such claim. riched Gillette’s fall work in 1975. Gil- I would affirm the district court’s award lette made no showing of the value of the Circle, with damages against costs *7 1974 work which he benefited from.” respondent. awarded to words, In respondent required other is to BISTLINE, Justice, dissenting. prove only not his own claim but also an claim, setoff, unasserted which Storm Tern., separate in Hargraves, J. Pro his an have had. I believe this to be option opinion points out the here involved unfair double burden of never hereto- is, words, self-activating.” in “automatic his contemplated required. regard fore thought enough There is merit to his on the “claim,” following appears to option simply that it will not do for the record: footnote, saying only a respond Court to op- of the interpretation that the “correct “Q. you Did re- [Mr. Parsons] tion is an unresolved and unresolvable issue imburse for of the work in this case.” they prior year
that had done in the in you 1974 when took it over? The view in cer- judge’s regard trial that No, tainly “A. sir. attention. He merits Court’s Gillette] [Mr. agreement optional portion viewed the lease embodying— op- as so-called of “the an ordinary option agreement purpose “an than appears tion” to have no other —but purchase property plaintiff” to purchase date the to create as an effective (Frank Gillette), and 1975, entered a to provided day April, first that undoubtedly that effect. Such is a mixed appropriate given. notice was Under that fact, question perhaps of law and more be all alternative entitled to law, in the nature of a conclusion of but crops, concomitantly but would called, whatever it be opin- until Court’s obligated accruing become for interest from ion grounds declaring sets forth for it erro- April gain the date of 1975. To neous, the thereby.1 Court should be bound re- provision benefit of this Gillette was Likewise findings the trial court entered quired to notice before the serve a written Gillette, “pursuant that to the written day 24th of July, 1975. From and after application . . . made date, however, Storm Circle was enti- Bank, loan to Federal Land but the loan crops on the tled to a division of the approved,” was not “continued to at- share-cropping percentages basis of tempt financing purchase obtain lease, spelled out in the but Gillette’s obli- being after down turned Federal gation pay the interest would commence Land Bank.” the execution of a formal as of the date of Quite clearly contract of sale. mind, With foregoing in and mindful could contemplated that Gillette activate presumption against of the error on the up as he saw fit purchase at such time judgment, of a trial court’s final 15, 1975, until but could December arriving proper would seem that at a gain crop by doing all the so on or before disposition of this case there be more should And, if he not accelerate July 1975. did concern for the solving of the “unresolved do, privilege obligated he was as was and unresolvable issue.” Until purchaser as can of the as demonstrate in its that the 5, 1976. It is an it, arrangement, unusual but court erred in the made I resolution requires there ground aligning principle feel on more sure is no of law opinion. agreements separate purchase the views stated in the leases and must Shults, defendants, put “A. These were Mr. on direct Frank the One counsel, ques- option, exercising purchase examination was his own place stages concerning language tioned in the lease different and under different purchaser terms. I think of them if one he exer- which made time, got crops, cised it at a certain he all the in the event he had not get any. prior we didn’t Another one was we were thereto elected become a paid and I am not sure our share as lessor an earlier date: them, whether this covers all of but those Shults, Mr. of the clauses in the one “Q. hand. were the two can recall off the lease exhibit that’s before the Court on says that Mr. Gillette cross examination On purchased will as of Janu- By Duff: Mr. ary you 1976. And are aware of that Shults, your Mr. as I understand testi- “Q. clause? mony, your testimony fact that is to the “A. Yes. written, way option, particularly the it was put in At whose insistence was that “Q. bank, requirement is that the contract? correct? “A. IAs recall the banks insisted that my understanding. “A. That there because we weren’t in a they before continued to— That was “Q. position point to refinance it at question. rephrase perhaps I will This *8 insisted that it be written like that so Frank the loan was. —the bank that held or services actually option could take with the over equipment, sprinkler Idaho First? on all the purchase of it. right. “A. This is Basically said ‘Mr. Gillette either “Q. (By Parsons) sig- Mr. What were the “Q. buy agrees now and at sometime between to any that were nificance of of the other dates going not to continue 6th or we are put July in like 24th and as to the time to to finance? exercise? right.” “A. That’s did not have the event Gillette always ordinary be and run-of-the-mill. his expended who status of a volunteer was, case, always court the trial as is judgment effort on his own and resources to those far closer this case than who re- to position that be in a expected he to record, view the distance on a cold purchase option in option exercise an to —an the and there is no reason for Court not to Quite the he ordinary contrary, the sense. accept purport his understanding of writing to purchase stood committed in of the agreement. tenor endeavoring to meet this and was property, What this case involve is does not when, according trial obligation to the ordinary purchase. routine option to Had Bobby (a findings, partner court’s Shults expended Gillette money his time and Blincoe, Circle) “contacted Richard preparing ground planting it to Farms, Inc., Blincoe President of defendant all crops, on his own expectations that he- property to If and offered to sell the him.” obtain financing and would become relationship there had contractual been no owner, investment, thus protecting at that time between Gillette and Storm entirely we would review an different case. Circle, then would not have been Gillette Under that arrangement would tend money any position complain about the view, support finds in the But there spent. author- and time he had was such ities, relationship; that he Circle violated has the risk when Storm assumed of ex- relationship, agreement creating penditures, and has no for complaint cause was entitled recover that which plans go when his awry. But that is not expended. he had this case. Court, As I read the opinion Gillette was an looking Court declines to meet head-on the trial which told him purchaser that he became holding possessed court’s 1976, had he taken not advan- Court, purchaser. status of a Instead the tage rights of his to purchase earlier. The separate notwithstanding opinion trial court found that he was actively at- Judge Hargraves, holds fast to its unex- tempting financing to obtain when the plained conclusion that sold available, became no longer hav- Farms, Inc., only to Blincoe Farms, ing been sold to Blincoe Inc. At expired option “after without hav- in time point very might he well have ing As been exercised.” mentioned herein been able to successfully sustain action on, assumes that approach earlier this Gil- his rights purchaser; enforce but he garden variety, lette’s was of might well that it concluded was bet- court’s ignores merely ter seek redress for what he had in this case was plowed into the ground, speak. toso As to maturity form of a choice to accelerate possible mention, remedy first which I agreement. date of the In that is to noted that agreement, the lease discussing manner the avoids the lan- Court exhibit, was not recorded until Janu- guage option, and avoids central ary days some four after Blincoe controversy. issue in the Farms, Inc. agreed buy Of From there the states the Court’s course Gillette could little anticipate chance general rule that an enrichment specific of success an action perform- for benefit plaintiff prove must to the defend- purchased ance if Blincoe ant which it is inequitable defend- property with the status of a bona fide compensating ant to retain without notice, value without and Gil- of that the value benefit. prove lette were unable to such was not the gener- There should be no with that quarrel Gillette simply may
case. have determined energies ality. Directing its toward invali- attempt recoup that he would his actual dating finding that the trial court Blincoe charge other than losses and the trans- Farms was enriched at Gillette’s up to experience gained. expense, action does con- *9 option exercise his and was not a obligation sideration whatever to Gillette’s Blincoe establish that was Circle sold to Storm Circle Storm correct, there is no enriched—rather its Inc. If the is the Court then directs unjust attack on the judgment against trial court enrichment issue. by discrediting Storm Circle But, if was correct in its court damages to which he was entitled. I agree- conclusion that written lease “[t]he find much wrong ap- with the Court’s ment between Storm proach, and fear that its redetermination agreement Ranch contained an un- only brings issues not about an then there was property by plaintiff,” hand, result in the case at but leads unjust unjust If there enrichment. damages unsettling of the law both and enrichment, Circle, party the other Storm restitution. agreement, Gillette’s transaction Blincoe the benefit. place party
In the inconsist- who received first the Court is Farms, Inc., relationship whatever If, fact, ent. be the Gil- had no as it declares to relationship it an to with and absent merely possessed lette was how Blincoe readily understood purchase, failed to exer- is not an which.he case, Farms, Inc., to have been bene- cise, can be said be the end of the that should expense. Even if Blincoe fited at which the Court has written everything else above, crop there was in the if knew as a fact that unsettling dicta.2 As mentioned purchased it Storm bare, purchase ground when he variety option to garden Circle, any legal had, I am at a loss to find and he did not was all that Gillette Blincoe can be held reasoning by which it, was no different position exercise unjust enrichment to Storm responsible for anyone spends money who from that of property by in a transaction great ex- Circle’s Gillette improving' property time on No mat- parties. two involving just those necessary will have the pectation that he the extent of what have been comes. It is a ter finances when the time Circle’s breach or violation Gil- risk, time. happens calculated and it all the Storm Circle, right, as owner of the unjust It lette’s Storm does not rise to a claim of than for the undetermined property, other enrichment. creating effect of the legal crop geared Most farm leases are specific perform- seek right in Gillette to years, but this was not years, not calendar ance, certainly right prop- had the to sell its out arrangement. pointed As ordinary erty price. to whomsoever and for whatever opinion by Judge Har- separate hand, Circle, on the other could not itself, when graves, and in the obligations to sim- shed itself of its farming on operation Gillette took over the remaining ply by selling ground, but April crop was obligation. question is whether it had an agreed power depos- to advance the Again, “option” question had the the monthly power payments, it and meet and, kind, ordinary were there no other and also to advance cost of Storm Cir- circumstances, extenuating such as induce- costs, cle’s share of fertilizer and also to probably ment there would acquiescence, pick up pay- Storm Circle’soverdue interest unjust be no enrichment. sprinkler equipment ment on the of—all obligations, Lamentably which were into the the Court launches adjustment deciding damages back to Gillette be made issue without crops. judgment of the fall This was no enrichment issue—insofar as the harvesting ordinary agreement. Yet Court stead- Circle is concerned. This discussion, confusing. Presumably maintains alone is the Court fastly, and without failed, assumes, that the circumstances required, arguendo, but Gillette was primary advanced This is the contention the brief on behalf of Storm Circle submitted Farms, Inc. and Blincoe *10 whether the bers of this Court to know did to a claim in enrichment rise overly price agreed upon by Gillette was part notwithstanding on Gillette’s — Blincoe was high, price or whether the that he failed to exercise Court’s conclusion that, But, such con- overly low. more than finds from there Court —and proper in resolu- play siderations the award. As proof support does not with the Equally tion of the issues. so denying proof, one reason for Gillette’s was inade- proof Court’s view that Gillette’s points to sale of the Court Storm Circle’s quate because of his failure to show destroying probative effect property as value of the work which he received from of Gillette’s evidence: farm over in Storm Circle when he took the property “Had farmed the Storm Circle score 1975. Whatever have been the crops planted in 1976 and harvested that, a written entered into Gillette, Gillette’s at trial would agreement, presumably, and as a mat- adequate have been the value establish law, prior negotiations ter of their any benefit received Circle merged Judge Har- agreement. into that However, fall work. graves states it well in his observation that Storm Circle sold the in prove require Court would prior maturity claim, not only his own but also an unas- crops planted by any benefit re- serted claim or set-off which Storm Circle ceived Circle as a result of may have had. Gillette’s fall work could have been re- The irrefutable fact remains that Gillette flected in an increased received did seventeen dollars worth of thousand for the property.” work on property, doing Storm Circle so not This reasoning find unfathomable. When volunteer, as a but as a of that relationship between Gillette and Storm property. work, The work done was farm terminated, Circle was relationship done on farm property. pur- It included arose out of their lease and Gil- chasing planting and fertilizer and seed thereunder, performance lette’s Gillette ei- alfalfa, wheat,3 barley plus pick- rock ther was or wasn’t entitled to some recom- ing, irrigating, preparation. and land pense Circle, from Storm and I search in Shortly thereafter Storm Circle sold any principle vain for of law which would inference, property to Blincoe. A fair preclude Gillette from recovering from court, properly one for the trial was that simply because Storm Circle work, expenditures and his property, sold the including crops in the improved money, not less ground, before harvest time. expended by than the amount Gillette. I find it naive in the extreme for the specifically trial court found that that “fall premise disposition its of this case work seeding improved premises.” on the reasoning fallacious that Storm Cir- It is hard for me to visualize trier of $700,000 cle’s sale to Blincoe for somehow fact, judge jury, be it with even the most establishes that Gillette’s fall of 1975 work modest background farming, who would (crop ground) given was not not infer and find that the cost of putting negotiations consideration in between Blin- in a fall crop ordinarily will result in a like coe and Storm Circle. I am appalled that And, greater value to the Court in its retrial of the issues deter- whether or not specifically mentioned mines it to be of significance that Blincoe negotiations between Blincoe and Storm $700,000 was able to (to which Gillette was not privy), $800,000 price nine months earlier another fair inference for the trier of fact agreed upon by Gillette $700,000 and Storm Circle. was that agreed price There is no inway the world for the mem- have something crop reflected labor, counting machinery, ground $6,000. expense 3. Not the cost of at Gillette’s exceeded fuel, put the feed and fertilizer into the my was the main theme of earlier been such though may even ground, parties. those equally apparent discussed It is specifically effort. *11 issue, say and I cor- court did resolve the also unjust enrichment. It for So much pointedly, did so. so rectly Rather though that even Gillette seems to me the trial attention was drawn to thought, spe- a claim pursue not to have chosen lease court’s that written “[t]he did where Storm Circle performance, cific agreement plaintiff between in of derogation Gillette’s property sell the an to agreement Ranch contained virtue of the lease purchaser by status as a by plaintiff.” purchase the equally he was agreement provisions, sale put the he had into entitled to recover what case, sug- the as I The central issue in damages or restitu- ground the basis of on writing, is whether the gested my first agreement. tion of that for breach was in its trial court in error determination firm to agreement that the had ques- prior I have on occasions Although confines the lease- purchase within the of which this Court tioned the freedom with judgment, already “al- I have men- option agreement. a trial will affirm court grounds relied that issue. though the that the avoids erroneous on tioned court, upon that, but another upon by Notwithstanding the trial in the rewritten has theory” it not correct the court continues contend footnote —where case is so pleaded particular this there the option by the failed exercise Gillette —in difference, right of any, little if in Gillette’s deadline, ignoring steadfastly 5th January following recovery either restitution ordinary option the was not an contract, damages for breach breach of or option to acceler- but an purchase, contract, ground of on that that the Court cor- The trial court purchase ate the date. affirming judgment. the should find itself agreement par- held that rectly the purchase. contained an ties compen- Although the Court reverses did January, if day Until the 5th of Gillette sation awarded option, possession he was in not exercise court, judgment as presumably he day of as a lessee. On the 5th well, unspeci- are proceedings on remand purchaser, but he that, possession in as a fied. as is the usual I would assume and could case, have terminated lease held could plaintiff where the is purchaser by exercis- earlier proceeded theory on incorrect of have become below an op- he option. exercised damages, ing but record shows that alterna- Once however, or, not, tion, then the 5th tive are which he if theories available obligated to come might prevail, January, a new trial is indicated as the he stood day of appropriate proceeding. further the vari- up purchase with the under parties’ agree- methods outlined ous Following penning ADDENDUM: of up with If he failed to come ment. then foregoing, footnote of the Court’s speci- price under the methods purchase opinion (written separate to the response fied, position he was the same Judge expanded Hargraves) of who is contract of real respond that which I had order to also e., commitments, sub- meet i. unable to process In the of doing written. so agreement after ject to termination lan- “unresolved and unresolvable issue” default, subject to reasonable notice of now, dropped, and the Court guage was price. William- action challenging interpretations put without Smith, P.2d 784 son v. option agreement, on the lease and declares (1953). not an interpretation that a correct “was this case and thus
issue which was tried in Having position, taken an untenable either has resolved not been of Court utilizes the balance footnote 1 to appeal.” court this Court on byor supposedly support statements which make interpretation has readily apparent It issue its view Indeed, had been an this Court. issue in the trial not been resolved court, and need not be decided this plaintiff Court. done as a volunteer statements, however, Those are not sub- under a of which contract stantiated. In denying a defendant’s mo- option.” had an involuntary tion for dismissal the close of abundantly should serve to make Such plaintiff’s case the trial court specifically instance, clear that in the first noted while the agreement might be second, ques- raised the Circle in the subject to several interpretations, he inter- brought tion the circumstances preted it as making Gillette the purchaser occupancy possession about Gillette’s as. 5th. Although this was his through farm October Storm Circle’s ruling, oral he also reduced it to writing in December, months during which *12 findings his and conclusions. spent expended the the effort of money and Entirely ignored overlooked by or doing which he would later the work for in its opinion significant Court para- a recompense Storm Circle sold the seek graph in the claim of lien which was at- Farms, Inc. Surely farm to Blincoe it is Gillette, tached to the complaint by filed simply pick did not a obvious that Gillette and which explained the circumstances $17,000 it, farm at invest in random and which caused him to expend effort and really and it is doubtful that Storm Circle money which was the of basis his suit: alleged so wherein it contends that he did “That said work was Frank done Rather, he volunteer.” acted “as a pursuant to a Agreement Op- Lease with Gillette, as did recognized, Circle Storm to Purchase tion between Storm Circle he under a lease the possession was in and Ranch Frank Claimant.” 5th, on expired term of which un- it ignored opinion having Also in the less was sooner terminated his Court’s is how foregoing portion complaint right pur- of exercised his to accelerate the Gillette’s ripened into the issue of whether he chase date of gain crop was or and all purchaser was not a crop year on and after the 5th 1975. Hence Storm Circle made day January. of At trial allegation its in placed and evidence the Circle, was offered in evidence parties. of the The trial court joining Farms, Inc., who in with Blincoe exhibit, accepted the and reached a deterr a single complaint, answer to specifical- had, mination that Gillette as Shults ly pleaded as a third affirmative testified, defense: an agreement entered into to be- $800,000 1975,
“1. a May, plaintiff purchaser come as of January Ranch, defendant had not provided he elected to entered Option Agreement. into a Lease a some earlier purchaser The become date. real estate paragraph described in 3 of The attorney filing fact that Gillette’s complaint object was the of the lease complaint specifically allege did not option agreement. on and after possession Janu- “2. The defendants are informed and ary purchaser a 5th was that of is of no plaintiff believe the claim of the consequence. Had it been alleged, so it arises virtue of lease option would have but pleader’s conclusion as ” agreement. . . . agreement, and, the legal effect of the as moving The two defendants in for summary precluded such would not have the trial judgment relied the affidavit of Bob- court from the of his right exercise Shults, which stated: duty interpret to construe or it. The trial
“3. if any necessarily That did court had to do this in order to work, materials, furnished or determine the status of Gillette during the performed any other act acts of which he period of time when did the work in complains he then in such event such question.4 guage, surely applicable opinion
4. The which would its seems unaware of recent issues were here M. K. down in what handed as to there doubt Transport, Grover, Inc. v. 101 Idaho 612 tried: (1980), found 1192 wherein is this lan- P.2d city block in bought Madden a Caldwell that there is think also merit in improve- made no conclusion, totally corporation, from a but untouched court’s ments, her deed. The not record that Gillette “would have and did opinion, Court’s Mr. Froman the corporation lease with then sold breached his written knowing Ranch, block, nothing defendant, he same Mr. Froman if had to Mrs. Madden. fall work and no earlier sale not done the Froman, latter, sale to knowing of the readily As the trial court existed.” block fenced the and erect- saw, at the time he did that had meanwhile status first record a Froman was the that of lessee who would ed house. fall work was deed, however, as it turned out Mrs. day the 5th become —either house, much the if Madden the lot and sooner he wanted to lost January, case of same result as in the recent Fouser long date. But so accelerate (1980). P.2d Paige, lessee, v. behooved Gillette he remained good lessee would do do whatever comfort, if not recom- find viewed, occupied. he So premises the Court said in 1907 pense, in that which con- reasonably expect such could lessor which, corporation as to the actions of person placed has he on the duct her, then sold it having sold expect equity and should in possession, *13 derogation rights: her a second time in espe- make right, conscience good and complains hardship of the “Respondent own was his circumstances when it cially reason, as counsel of this case for (Blin- to sell to him another which forced insists, obliged will be to lose her that she actively attempting coe) while Gillette placed improvements home and price to which he had raise had been recorded the land. If her deed agreed. law, provided by as she would have not out, such loss. But we can pointed hoping taken the risk of as I earlier Primarily, direction, no why see reason she should not receive in the other turn the Court found, compensation full for all of her did, improve- have trial court as the expenditures, ments both time at the time Storm status of indeed, and, land money; company if the with Blincoe its deal Circle made volunteer, convey this and there is that undertook to sell not a Inc. He was amply and fully land com- equity or which would twice does no of law principle her, pensate they should be dealt with where his seller summar- recovery deny him provided by That he re- under criminal laws farm to another. ily sold attempt recovery 7097, to a claim It is section Revised Statutes stricted [1887]. has either put ground, had clear there been what he into to us for and on doing, in so rather than seek- offense committed effort and his provisions per- a claim for this as defined ing up specific company prove 7097, they else been formance, damages or or for for breach section contract, provide guilty grossest negligence; a in ei- way does not should they ther of which cases be made defense to Circle. A similar case damages ago respond found the in a more in all sustained years some Court 145, In comprehending stance. Froman v. Mad- the defendant.” 13 Idaho 88 P. at den, added.) (1907), P. (Emphasis Mrs. 896. grounds “However, agree appellant 8(a)(1) or both. See I.R.C.P. we cannot 8(e)(2). parties’ pleading practice Modern longer claims as a result prohibits parties seeking from
damages
of contract the court
for breach
alternative
deciding
necessarily
forms of relief
precluded
sought
the case
even if the
remedies
theory
theory,
are
example,
been
had that
inconsistent. For
on a rescission
an action
plaintiff may
court. Under modem
may
contract a
properly before the
claim both dam-
ages
restitution,
alternative
pleading
seek
rules
with the ultimate elec-
regardless
types
of consist-
of relief
(Footnote
tion
made
different
ency
to be
the court."
legal
or whether
equitable
omitted.)
(Emphasis added.)
based on
ON REHEARING
BISTLINE, Justice, dissenting: of Idaho. Supreme argument Further in the case served strengthen my views as earlier ex- Sept. 1980. pressed, to which I continue to adhere. Denied Dec. Rehearing
HARGRAVES, Judge pro tern., dissent-
ing: original rehearing, before
had in part part. concurred and dissented in
After rehearing, again considering arguments
additional briefs and presented counsel, position early I took on in
this case has been reinforced as it relates to
appellant’s assignment impugning of error *14 court’s that Blincoe Farms knowledge
had of Gillette’s farm work purchased the property. I now
believe that the trial court’s in this
respect supported by substantial and com-
petent evidence. The record discloses that
Blincoe had owned adjoining farm for years during
some 25 the time of the
fall past harvest drove or near the Storm property frequently, knew that Gil-
lette had farmed the land in the fall of during was on farm the beet
harvest in compare was able to crops general appearance of the farm in
Storm Circle the fall of 1975 vis-a- Otherwise,
vis 1974. I adhere to the views
expressed my original dissent and would
affirm the district court’s award of dam-
ages against both and Blincoe respondent. costs awarded to