Spokane Structures, Inc. v. Equitable Investment, LLC, 148 Idaho 616

Summary

The Idaho Supreme Court held that a design/build agreement was merely an unenforceable agreement to agree because the parties left essential terms, including the plans, specifications, scope of work, and construction price, for future negotiation. The court also held that the plaintiff's premature notice of appeal became valid upon entry of the final judgment under Idaho Appellate Rule 17(e)(2). The summary judgment, award of costs and attorney fees, and related orders were vacated, and the case was remanded for further proceedings.

Holdings

1. A premature notice of appeal filed from an appealable judgment, order, or decree becomes valid upon the formal entry of that judgment, order, or decree under Idaho Appellate Rule 17(e)(2), without requiring the notice to be refiled.
2. The Design/Build Agreement was not a binding contract because it left material and interrelated terms—the plans and specifications defining the scope of work and the construction price—for future agreement, making it merely an agreement to agree.
3. The district court erred by treating the Design/Build Agreement as an express contract and by relying on that supposed contract to preclude Spokane's equitable theories of recovery.
4. Spokane was not entitled to an attorney-fee award on appeal at that time because the prevailing party had not yet been determined; the district court could award fees for the appeal if Spokane ultimately prevailed on remand.

Questions Presented

1. Whether the Idaho Supreme Court had jurisdiction when the notice of appeal was filed before entry of a separate final judgment.
2. Whether the Design/Build Agreement was a binding and enforceable contract or merely an unenforceable agreement to agree.
3. Whether the district court improperly granted summary judgment and rejected Spokane's equitable claims based on the existence of an express contract.
4. Whether Spokane was entitled to attorney fees on appeal under Idaho Code section 12-120(3).

Disposition

vacated