Justia Business Law Opinion Summaries

This case arose out of an oral agreement between David Crossett (“Crossett”) and David Johnson (“Johnson”) to form a limited liability company (“LLC”). After Crossett formed the LLC, Johnson backed out by refusing to sign the written operating agreement. Crossett remained as the sole member of the LLC, which he eventually sold. Johnson and Tessa Cousins (“Cousins”), the LLC’s only employee, filed a complaint against Crossett, wherein they asserted, amongst other things, that: (1) they were members of the LLC since its inception; and (2) Crossett had breached his fiduciary duties. The district court dismissed the case after concluding that Johnson and Cousins were never members of the LLC because they had refused to sign the written operating agreement. Finding no reversible error, the Idaho Supreme Court affirmed the district court’s judgment. View "Johnson v. Crossett" on Justia Law

Lincoln Land Company, LLC (“Lincoln Land”) appealed a district court’s judgment which dismissed Lincoln Land’s complaint. LP Broadband cross-appeals the district court’s denial of LP Broadband’s motion for attorney fees. The dispute arose over LP Broadband’s placement and use of antenna equipment on the rooftop of a grain silo owned by Lincoln Land, but leased to General Mills. General Mills had allowed MicroServ Computer Technologies, Inc., (“MicroServ”) (which merged with LP Broadband in 2013) to utilize the rooftop space on the property since March 2000, in exchange for $50 per month. Lincoln Land subsequently purchased the grain silos and, in 2010, executed a lease agreement with General Mills, which specifically prohibited a sublease of the property without prior written consent from Lincoln Land. Notwithstanding the lease provision, General Mills continued to sublease the rooftop space to LP Broadband. Upon discovering that LP Broadband was using the rooftop space, Lincoln Land filed a complaint against LP Broadband for unjust enrichment. Therein, Lincoln Land argued that it had conferred a benefit to LP Broadband and that it would be inequitable for LP Broadband to retain such a benefit without compensating Lincoln Land. The district court dismissed the complaint after concluding that Lincoln Land failed to establish that it, not General Mills, had conferred the benefit to LP Broadband. Finding no reversible error in the district court judgment, the Idaho Supreme Court affirmed. View "Lincoln Land Co v. LP Broadband" on Justia Law

This was a companion case to Green River Ranches, LLC v. Silva Land Company, LLC, Docket No. 43548. In an appeal arising out of Twin Falls County, Appellant Silva Dairy, LLC (“Silva Dairy”), challenged a district court’s holding that Silva Dairy’s claim against Respondent Jack McCall for herd management services was offset by amounts that Silva Dairy owed McCall for feed expenses and pasture rent. McCall owned a livestock business and used Silva Dairy’s herd management services. The district court found that McCall’s total claims against Silva Dairy were at least $492,464.77 and exceeded Silva Dairy’s claim by $287,487.12. Accordingly, the district court dismissed Silva Dairy’s claim with prejudice. Finding no reversible error in this, the Idaho Supreme Court affirmed the district court’s judgment. View "McCall v. Silva Dairy" on Justia Law

The issue presented in this contract dispute was whether personal jurisdiction was proper over an out-of-state defendant. It centered on two out-of-state companies, one of which, H2O Environmental, Inc. (“H2O”), was registered to do business in Idaho and maintained an office in Boise. H2O filed suit in Idaho against the other company, Proimtu MMI, LLC, alleging breach of contract and seeking reimbursement for the payment of employment taxes for Proimtu employees. Proimtu moved to dismiss for lack of personal jurisdiction and the district court granted the motion. The Idaho Supreme Court found that Proimtu purposefully availed itself of the benefits and protection of Idaho laws. The exercise of personal jurisdiction by Idaho courts over Proimtu was therefore constitutionally proper. View "H20 Environmental v. Proimtu MMI" on Justia Law

Plainitffs appealed when their claims against a person who sold a steer for slaughter were dismissed. The steer was later found to be contaminated with E. coli bacteria. Patty Anderson agreed to sell a 4-H steer for her eighteen-year-old granddaughter. Joseph Deiter purchased one-half of the steer. Anderson contacted Donald Janak, who owned a mobile slaughtering business. He was asked to slaughter the steer for Deiter, and to deliver the carcass to Don’s Meats, which was a custom meat processing business that was owned and operated by Donald and Sharon Coons and their daughter Penny Coons. Janak slaughtered and skinned the steer, cut the carcass in half down the middle, and delivered the two halves of the carcass to Don’s Meats, where the meat was processed. After eating the meat, the members of the Deiter family became ill due to becoming infected with E. coli bacteria. The Deiters filed suit against Anderson, Janak and his corporation, and the Coonses. Anderson successfully moved for summary judgment as to the claims against her. The Coonses also successfully moved for summary judgment. The Deiters settled with Janak, and they appealed the judgment in favor of Anderson and the Coonses. The Deiters argued to the district court that Anderson and the Coonses violated the Federal Meat Inspection Act because she sold or offered for sale, in commerce, articles which were capable for use as human food and which were adulterated at the time of the sale or offer for sale as proscribed by 21 U.S.C. 610(c). Finding that the Deiters did not show any genuine issue of material fact with respect to the grant of summary judgment to Anderson or the Coonses, the Supreme Court affirmed dismissal of claims against those parties. View "Deiter v. Coons" on Justia Law

American Semiconductor, Inc. sued to recover damages arising out of Zilog, Inc., contracting with Sage Silicon Solutions, LLC, to perform engineering services for it, where that entity was formed by, and the services were provided by, employees of American Semiconductor, Inc. American Semiconductor, Inc., obtained a jury verdict awarding damages against the engineers and the entity they had formed, but it did not recover against Zilog, Inc. American Semiconductor, Inc., appealed, challenging the dismissal of one of its claims against Zilog, Inc., and seeking a new trial on damages against the engineers and their entity. The Supreme Court found no reversible error and affirmed the district court judgment. View "American Semiconductor v. Sage Silicon Solutions" on Justia Law

In 2014, seventeen-year-old plaintiff Seth Griffith was seriously injured when he attempted a triple front flip into a pit filled with foam blocks at an indoor trampoline park owned and operated by JumpTime Meridian, LLC (“JumpTime”). Plaintiff’s girlfriend and her sister were near the large foam pit. Plaintiff jumped into the large foam pit a few times. He spent about 45 minutes “kind of horsing around on both the runway trampoline and the foam pit and the twin trampolines.” After he did a double front flip into the small foam pit, the monitor came up to him and asked if he had ever done a double before. He answered that he had. As he continued performing double front flips into the small foam pit, he decided to try a triple front flip. When he attempted it, he did not rotate far enough and landed on his head and neck, suffering a cervical dislocation and fracture, which required a fusion of his C6 and C7 vertebrae. Plaintiff filed this action alleging that JumpTime negligently caused his injury. He contended that because he was under the age of eighteen, JumpTime had a duty to supervise him. He had been intentionally landing the double front flips on his back in the pit. He testified that he did so “because you don’t want to land on your feet because you can bash your head against your knees.” JumpTime’s written policy manual instructed its employees with respect to the foam pit to “[f]ollow the rules outlined on the wall and continuously enforce it.” There were signs on the walls near the two pits that instructed customers to land on their feet. JumpTime moved for summary judgment alleging that there was no negligence, based upon the opinion of an expert that industry standards permitted landing a front flip into a foam pit on one’s feet, buttocks, or back, and that there was no evidence of causation. In response, Plaintiff contended that the signs on the wall stating how to land in the foam pit established the standard of care and that because of the attendant’s failure to admonish him for landing incorrectly, he was not discouraged from attempting a more difficult maneuver like a triple front flip. The district court granted JumpTime’s motion for summary judgment, holding that Plaintiff had failed to produce evidence of negligence and causation. Plaintiff then timely appealed. Finding that Plaintiff’s testimony did not support an inference that JumpTime was in any way responsible for his decision to try the triple front flip, the district court did not err in granting summary judgment to JumpTime based upon the lack of evidence regarding causation. View "Griffith v. JumpTime Meridian, LLC" on Justia Law

Gordon Paving Company, Inc., Northwest Sand & Gravel, Inc., Blackrock Land Holdings, LLC (collectively, “Gordon Paving”), Brandon Hansen, an individual, Brian Hansen, an individual, Carol Hansen GPC Nevada Trust, Craig Hansen GPC Nevada Trust, Canyon Equipment and Truck Service, Inc., and Doe Entities owned by Brian, Brandon, and Craig Hansen (collectively “Guarantors”) appealed the district court’s denial of their motion to set aside default in a breach of personal guarantee action brought by AgStar Financial Services, ACA (“AgStar”). Between 2007 and 2008, Gordon Paving borrowed $10 million from AgStar. In addition to real and personal property collateral, the indebtedness was secured by separate guarantee agreements executed by Guarantors. By 2012, Gordon Paving had defaulted and AgStar sued for foreclosure. A year later, the district court entered a Judgment and Decree of Foreclosure against Gordon Paving. AgStar purchased the real property collateral at a foreclosure sale. AgStar moved for entry of a deficiency judgment for the difference between the unpaid judgment as of the time of the sale and its credit bids for the real property. The district court denied AgStar’s motion for a deficiency judgment, finding that the reasonable value of the properties that AgStar purchased by credit bids was nearly two million dollars greater than Gordon Paving’s indebtedness. In an Opinion issued in early 2017, the Idaho Supreme Court held that Gordon Paving’s indebtedness to AgStar had been fully satisfied and discharged. AgStar brought the present action against Guarantors, bringing a number of theories, including breach of personal guarantee. The district court ultimately entered a judgment against Guarantors on the cause of action based on breach of their personal guarantees. AgStar agreed to dismiss the other claims with prejudice because the judgment on the guarantees represented the total remaining amount due on Gordon Paving’s indebtedness. AgStar moved for an award of attorney fees and costs, which was granted. Guarantors timely appealed, but finding no error in defaulting the Guarantors, and in the award of fees and costs, the Supreme Court affirmed. View "Agstar Financial v. Gordon Paving Co, Inc." on Justia Law

North Idaho Resorts (NIR) appealed the district court’s grant of summary judgment in favor of Union Bank, N.A. (Union Bank) in a mortgage priority dispute. The district court held that NIR did not possess a vendor’s lien because NIR was not the owner of record and that any lien NIR might have possessed had no value. The district court further held that if NIR possessed a valid lien, NIR released any such lien as part of a recorded agreement and that Union Bank was a good faith encumbrancer with no actual or constructive knowledge of the lien. On appeal, NIR argued: (1) the district court misconstrued Idaho Code section 45-801 and that the statute did not require the seller to be the owner of record; (2) the remaining conditional purchase price constituted an unpaid and unsecured value; (3) Union Bank knew NIR was still owed money under the contract; and (4) Union Bank did not qualify as a good faith encumbrancer. Finding no reversible error, the Supreme Court affirmed the district court’s judgment. View "Union Bank, N.A. v. North Idaho Resorts" on Justia Law

JV, LLC (JV) appealed the district court’s grant of summary judgment in favor of Union Bank, N.A. (Union Bank) in a mortgage priority dispute. Union Bank sought to foreclose a mortgage on a property known as “Trestle Creek.” JV claimed priority to the Trestle Creek property through a mortgage recorded June 19, 2006. Union Bank’s mortgage was recorded March 25, 2008. Union Bank moved for summary judgment, arguing that JV had subordinated its lien to that of Union Bank. The district court agreed and granted the motion. Finding no reversible error, the Supreme Court affirmed the district court’s judgment. View "Union Bank, N.A. v. JV L.L.C" on Justia Law