Fazzio v. Mason, 150 Idaho 591

Summary

The Supreme Court of Idaho affirmed an award of specific performance for a buyer's breach of settlement agreements to purchase farmland. The court held that the buyer's financial inability to obtain financing did not make performance impossible, damages were presumed inadequate for the land-sale contracts, and specific performance was not unjust, oppressive, or unconscionable. The court also awarded attorney fees to the sellers.

Holdings

1. A buyer's subjective financial inability to pay is not a complete bar to specific performance of a land-purchase agreement. Although the buyer's ability to perform may be considered as an equitable factor, the district court acted within its discretion in finding that performance was not so impossible or unlikely as to make the decree futile.
2. Specific performance was appropriate because damages are presumed inadequate in an action for breach of a real-estate purchase and sale agreement, and the properties' uniqueness and material alteration further supported equitable relief.
3. Specific performance did not create an unjust, oppressive, or unconscionable windfall because the judgment placed the sellers in the position they would have occupied had Mason performed, and any difference between a deficiency judgment and contract damages resulted from market decline rather than an excessive recovery.
4. The Fazzios were entitled to attorney fees under Idaho Code section 12-120(3) as the prevailing parties in a civil action involving a commercial transaction, including fees incurred defending the premature appeal so long as no fees were duplicated.

Questions Presented

1. Whether the district court abused its discretion by ordering specific performance when Mason asserted that he lacked financing and could not comply.
2. Whether contract damages were an adequate remedy that made specific performance inappropriate.
3. Whether specific performance would produce an unjust or improper windfall for the sellers.
4. Whether the prevailing sellers were entitled to attorney fees, including fees incurred in defending Mason's premature appeal.

Disposition

affirmed