*1 Thomas, Jones, Gen., Atty. Lynn E. facts of these consolidated cases are uncon- Jim Martindale, Gen., Deputy Roger troverted. Sol. Gen., Boise, Dept. Atty. respondent for city A claims examiner found the liable Employment. unemployment for reimbursement of state paid previous city employ- benefits to three PER CURIAM. voluntarily quit ees city employment who appeals from an order of Ferry Bonners but later eligibility re-established their for requiring the the Industrial Commission unemployment city appealed benefits. The employer reimbursement Commission, City, as a cost each case to the Industrial § 72-1349B, to reimburse pursuant to I.C. where the cases were consolidated. unemployment for bene- the State of Idaho city Industrial Commissionfound the inter- employee on an paid fits to a former liable reimbursement of benefits quit city claim. Weaver state Claimant However, two of the claimants. because Washington. employment job take a Department Employment failed to laid off and made an subsequently He was pre- meet its establishing, by burden of Washington. for benefits interstate claim evidence, ponderance of the that the third claim included period The base conditions, eligibility claimant met the by City in the third wages paid to Weaver depart- Industrial Commissionheld that the quarter of 1981. estopped charging city ment is presents the same issues as This case the third claimant’s benefits. City of the cases in presented record, reviewing After the entire we Ferry Department v. Bonners affirm the orders of the Industrial Commis- P.2d 107 Idaho Employment, sion in the above entitled matters for the (1984). disposi- there is decision set reasons out Industrial Commis- here. The of the Industrial tive orders Tendoy sion in those orders. See Area Tendoy are affirmed. Area Commission Idaho, v. 105 Idaho Council State of Idaho, Council v. State of (1983). 670 P.2d 1302 respondents. Affirmed. Costs to attorney’s No respondent. fees Costs appeal. P.2d 1212 FERRY, CITY OF BONNERS 691 P.2d 1212 Employer-Appellant, ESTATE, RICHARD B. SMITH REAL v. INC., Plaintiff-Appellant, Idaho, STATE DEPARTMENT OF EMPLOYMENT, Respondent. Kent E. KNUDSON and Christine In re V.R. WEAVER. Knudson, wife, husband and Defendants-Respondents. No. 15146. No. 15062. Supreme of Idaho. Idaho. Supreme Court 28, 1984.

Nov. 30, 1984. Nov. Wilson, Walter,

Peter B. of Wilson & Ferry, appellant City Bonners of Bon- Ferry. ners

ruled pay need fee, pursuant realtor’s to a con- tract executed between Richard B. Smith Knudsons, and the when the Knudsons’ property reconveyed to the successor original prevent contract seller to forfeiture of the property. We affirm the district court. 1, 1980, February

On respondents, Mar- Knudson, vin K. and Christine B. entered into purchase property a contract to real Dillon, Dillon, Henry Dennis Joan Batey. Batey and Marie The contract re- quired pay $168,857.04 the Knudsons to property. Shortly purchase, the seller’s interest was transferred to Ba- tey, Inc. September

In of Mr. Knudson lost job his Boise. Unable to make a payment which was due on October 15, 1981, the Knudsons received an exten- Batey, Inc., sion from extending the time payment until 17, 1981, On November the Knudsons brokerage entered into a giving Richard Smith B. Real Estate exclusive au- thority property. brokerage to sell the The contract was terminated on June contract, brokerage Under the Smith Real Estate was to receive 6% only sold the the “[ojwner anyone also if or else sells, way trades or in any disposes specified within the time herein.” attorney contract also fee contained clause attorney which awarded to the fees any litiga- party successful in the event of tion the con- controversy arising or out of tract. Davison, Copple Copple, Cop- E. Don bro- Subsequent to execution

ple Copple, Boise, & plaintiff-appellant. em- ker’s Mr. Knudson obtained Beef Processors and Iowa Prusynski Moffatt, ployment Mark S. with Thomas, part of the City, As Blanton, Iowa. Boise, Barrett & moved to Sioux for defendants- Beef Pro- employment, Iowa respondents. contract of $12,- pay cessors BAKES, anticipated 000 as a reimbursement Justice. altor’s fees. Estate, Inc., B. ap- Richard Smith Real peals grant Rich- the district court’s the Knud- While the was listed with Estate, summary judgment prospec- ard B. motion. motion, buyer property. tive looked at the That the district court Carolyn Batey prospective buyer was Nagy, daughter of two of the “dis- ruled that the trial court $1,000 in Although deposited sellers. she “ap- pose” clearly did money earnest Real- with Richard B. Smith party ply third deed received financing ty, Nagy Ms. find the could not forfeiture, We lieu of or foreclosure.” Thus, necessary to complete purchase. *3 agree purpose district with the court. not found and buyer a property for the was compensate of the contract was broker’s to to make the Knudsons unable were assisting Richard B. Smith Real Estate for 1,May on $20,000 due payment in the sale home. the Knudsons of their 1982. inter- Smith Estate’s broad prop- of the Rather than forfeiture face "dispose” pretation of the would quitclaim to erty, the Knudsons payment quire commission for transfers exchange In Ba- Batey, Inc.

property to voluntary disposition unrelated to a a Inc., as paid the tey, home. a broad construction could Such improvements made to reimbursement require payment of if the (The Knudsons. record property property during probate transferred were this was an oral not indicate whether does proper- of unpaid or seized for satisfaction written arrangement or whether a Thus, the district court was cor- ty taxes. executed.) pre- quitclaim A deed was was summary granting rect in the Knudsons’ by Batey, and mailed to pared judgment motion. Knudsons. The Knudsons executed 26, 1982, returned it deed on II by Batey,

mail. deed was received Inc.’s, 2, attorney on June 1982. No com- event, any the trial court’s de to Richard B. Smith Real- mission grant cision be affirmed if the should ty following exchange. this proper summary judgment order was alleg- City B. v. Realty any ground. Weippe Richard filed suit on See ing Yamo, 319, 323, 201, breach the broker’s contract. Both 205 528 P.2d 96 Idaho parties seeking summary 782, filed Roemer, motions (1974); v. 94 Idaho Church judgment. 1255, 787, P.2d undisputed It is con- the broker’s denied The district court Smith’s 1, expired tract did June granted summary judgment motion for 1982, 2, not receive the deed until June summary judg the Knudsons’ motion day following expiration of the contract. grounds broker’s ment on requires Since valid transfer of title deliv- apply intended clearly to agreement was ery by grantor and acceptance of the voluntary “dispositions” of the only to grantee, deed by Blankenship also noted that Ms. The court property. 356, Myers, 367-68, 544 P.2d money appor towas be Nagy’s earnest (1975); Crenshaw, 325-26 Crenshaw v. equally parties accord tioned between 470, 475, (1948), agreement. money As earnest to is clear property that the transfer dispute arising in a prevailing not complete expiration until contract, the Knudsons were the broker’s Accordingly, contract. the district costs. The sole attorney fees awarded court correct in Knud- the district appeal court is whether issue summary judgment motion since correctly determined that Realty Richard B. Smith not be enti- would under the broker’s not liable tled to commission on this Pur- transfer. of a broker’s commission payment contract, suant property was recon the Knud- Knudsons’ when con sons are to be awarded attorney the successor fees as the veyed prevent party appeal. forfeiture. successful in this seller tract HUNTLEY, JJ., dispositions SHEPARD and to involuntary concur. property of real such as transfer of title in probate, or the DONALDSON, C.J., par- sat but did not sale realty satisfy unpaid ticipate. probate suggestive taxes. A transfer is BISTLINE, Justice, dissenting. death, the fact of the owner’s a factor assume would automati- The majority opinion may believe itself to cally unperformed terminate unilateral achieving what appears just be a executory contract —which most result, process in the it does substantial minds would as an see automatic termina- damage listing agree- to contract law. The listing agreement tion of the cre- signed —which is a con- ment which the Knudsons agency, ates an and we all know what tract, granted and it broker exclu- happens principal when either the or the sive right exchange to sell or agent readily dies. A tax sale signing from the date of June until subject terminate the mat- —the *4 listings Exclusive are not unknown or un- executory having ter of an become teeth listings common. The in exclusive non-existent. Koron v. Myers, here, ordinarily, provisions are the 567, (1964), quoting 394 P.2d 634 from 17A whereby protects right broker § Contracts, 466(1), C.J.S. and Corbin on though commission even his own efforts § Contracts, 6, “By Vol. reason of may produce qualified buyer. fail to The the destruction of the rule of protection attempted built-in here is found law discharged hereinbefore announced in language listing agreement of the each of liability form further which that shall declares the broker receive under of Ko- agreements.” the terms percent selling price six of the if ron, 575, supra, at 394 P.2d at but, buyer, applicable, he finds a as here if probates sales, Putting aside and tax “sells, any way the owner in trades or majority concern of should here be disposes property” of the within the term examining body directed at a considerable listing agreement. of the appellant, of authority presented by the majority opinion, upholding The Estate, (Smith, Real Inc. district does so basis of court on the Inc.) standing proposition for the that re- statement, unsupported wholly following conveyances in situations as this have such by any statement authority: judicially been determined within the to be purpose The definition of sales. Whiteman & Co. v. compensate Richard B. Smith Real Fidei, (Pa. Pa.Super. 142, 176 A.2d 644 106 assisting Estate for the Knudsons in the Crites, 1954); Schulte v. S.W.2d 300 819 sale of their home. Richard B. Smith (Mo.App.1957). The brief ac Knudsons’ interpretation Estate’s broad cases, import knowledges of those two require “dispose” commis- Sientz v. contrary but relies on the cases sion payment for transfers unrelated to a Co., Spottiswoode-Cusack 21 NJ.Misc. disposition voluntary home. Such Felbinger 479, (N.J.1943), 34 A.2d 591 require pay- broad construction could 725, 31 Traiforos, & Co. v. Ill.App.3d 76 ment of a commission if the (Ill.1979), N.E.2d Ill.Dec. 394 1283 during probate transferred or lieu of proposition that a “deed in fore unpaid property seized for satisfaction of disposition such a as would closure was not Thus, taxes. the district court was cor- argument trigger a commission.” Good rect in summary Knudsons’ respectable authority impress do judgment motion. majority, seemingly who are content to disposition very impor- Such a facile of a say any obligation would not that there be nothing tant agreement case does to further the sci- pay a commission under this jurisprudence. pure ence of It case is a if the died or otherwise involun setting up tarily subject a straw man in it property by order knock lost the matter majority no issue us tax sale. simply over. We have before related The avoids com Certainly oral “dispose” tion. a valid grips with the word —a signed and It is the deed was impression in this court. reached before case of first legal way in mailed, of no which does have attributable can conceive a word Dictionary, reneged Black’s Law significance. See Knudsons could have which 423; C.J.S., cases pp. 593-99—with it. p. mailing executing the deed and signifi footnoted, dealing all with Company, v. S.V. See Hoffman Moreover, and “dis “dispose,” “disposition,” cance of posal.” discloses that in of the record my perusal which was quit claim deed addition to

II. by the Knud- acknowledged executed and equally sum- opinion in an majority sons, Bargain and Sale Deed there was a that, mary alternate escrow, manner holds 1,1980, which February lying disposition preferred, judgment be- is pur- their reeonveyed to Knudsons also there was not default, low can be affirmed because per in the event of uncured chasers during title the term of valid transfer of Contract paragraph 8 listing agreement, so said because the Knudsons became Sale under the deed from the Knudsons to apparent possession. purchasers because, could not be a valid transfer quit claim deed for the 1982 reason though signed and mailed on ran to Bargain and Sale Deed the 1980 was not received until June and could than to Bateys Dillons and the —rather time, accepted have been before a second inconvenience of Batey, Inc. The *5 theory the trial which was advanced to Batey, Bateys to Dillons and deed from the court, again here upon, urged but ruled The affidavit of Inc. was thus avoided. Blankenship, the by the Knudsons. Insinger explains: John majority, authority upon main relied the assigned to Ba- After the contract Washington broker ob- misrepresenting Batey, tey, the Knudsons informed Blankenships a deed for tained for the inability comply to with the Inc. of their pur- bargained, and they never which had terms of the contract. A notification Washington prop- ported convey to them to given to the Knudsons re- default was acquire. not want to they did erty which the garding at issue. When accept They deed. re- They did sale, Knudsons breached the contract rejected deed and it and ceived the the means which parties discussed signatures crossed out. it with turned disputed proceeding a forfeiture over 359, 367-68, at 544 P.2d at 325-26. landscaping Knudson’s amount of the Although opinion in that case was an To improvements and could be avoided. one, holding acceptance as to admirable expense proce- of that avoid the time and readily adapt where to this case does dure, agreed that the it was question no but that the deed was there is deed in order quitclaim would execute a $5,000 paid something. and for accepted Knud- any interest of formally to clear And, negotiations fact that the it is a record, transfer public and sons from the existence of place during took the deed apparent inter- any purported, claimed or listing agree- listing agreement. The back to est Knudsons possibility of a contemplates the ment in lieu of forfeiture assignee, “sale, trade, disposal prop- or other any litigation. and peri- or without said time erty either within R., 3, p. Vol. od,” showing the likelihood that the spec- to It absurd seems to border that did not understand accept Batey would not what it ulate that obligation agree- of their could avoid evils; lesser of and had to as the they if did in pay a ment to predicate speculation then use that as a agreement com- during fact the term Batey saying might in a that because not have culminated negotiations which mence deed, acceptance accepted the of it one days the termina- more after sale one or day per pired 1,1982. late adventure —fatal One month after receiv- was— Smith, extension, listing Inc.’s they signed claim of commission based provision. agreement, expire on a contractual one month which would expire. the extension Presum-

III. out, ably after the extension time ran sell, nothing except Knudsons had question The unanswered remains: other than their claim for restitution and apparently Where the Knudsons were in default, litigation. threat of possession admitted uncured had claiming and were reim- improvements, bursement for did the set- dispute

tlement of constitute that a sale or disposition provisions other within listing agreement? Mr. Insinger tells us to avoid expense time and of a action. While P.2d 1217 appear it would to be nominal amount Gary and Patricia CATLEDGE litigation, compared indeed as such still wife, Catledge, husband underlying does not question answer the Plaintiffs-Respondents, argued. briefed and Where the majority has avoided the issue it would be

an exercise in futility one member of COMPANY, INC., TRANSPORT TIRE Hence, to address it. I mention corporation, an Idaho Smith, it does seem that Inc. is Defendant-Appellant, entitled a commission on the in-lieu-of settlement, foreclosure out-of-court hardpressed selling establish a Crowley William Harold and Jane Roe sale, se, per not a price where there was wife, Crowley, husband and dispute compromised Knud- Defendants. unjust per enrichment claim as *6 No. 15230. Cupic, Graves (1954), progeny. agree- Supreme its Idaho. provides percent ment for six the selling 5, 1984. Dec. price. This applicable disposi- is also Rehearing Denied Dec. best, property, tion and at under theory, Smith, have to be percent content with six of that which was

actually Knudsons, received assum- they selling equi- were indeed their

inty perhaps diminished in by real estate trends but

value enhanced improvements. their value Because the Court does discuss or presented, the issue decide which was am unable to concur and hence dissent. The

case, impression, impor- one of first was an opinion one. The of the Court in my tant .nothing does absolutely view toward clari- fying aspect this estate law. real important point keep

An in mind is that the in default on Knudsons were payment, their extension ex-