Wandering Trails, LLC v. Big Bite Excavation, Inc.

Summary

The Idaho Supreme Court reviewed claims arising from an agreement under which Piper Ranch, LLC was to pave roads for a development in exchange for an ownership interest. The court affirmed summary judgment dismissing claims against Big Bite Excavation and rejected veil-piercing claims against the Schelhorns, holding that no implied contract existed between Big Bite and Piper Ranch and that Piper Ranch was not the Schelhorns’ alter ego. The court also addressed attorney’s fees and costs, reversing the denial of fees to the Schelhorns and awarding fees and costs on appeal to the defendants.

Holdings

1. Alter-ego and veil-piercing claims are equitable questions for the trial court, which must determine related factual issues and fashion the remedy; the court may empanel an advisory jury but is never required to do so.
2. No express, oral, or implied contract existed between Big Bite and Piper Ranch obligating Big Bite to perform Piper Ranch's roadway obligations.
3. Wandering Trails could not be a third-party beneficiary because no agreement between Big Bite and Piper Ranch existed.
4. Piper Ranch was not the alter ego of Tim and Julie Schelhorn because the plaintiffs failed to raise a genuine issue of material fact regarding unity of interest and ownership.
5. The district court did not abuse its discretion in denying the plaintiffs' late motion to add a veil-piercing claim against Big Bite.
6. Big Bite was a prevailing party and the district court's award of attorney fees and costs to it was affirmed.
7. The district court abused its discretion by denying the Schelhorns attorney fees and costs; the Schelhorns prevailed on the only claim brought against them by the plaintiffs and were entitled to fees below.
8. Defendants were entitled to attorney fees and costs on appeal and cross-appeal because they prevailed in a commercial transaction dispute.

Questions Presented

1. Whether summary judgment for Big Bite was proper where the plaintiffs alleged an express, oral, or implied contract between Big Bite and Piper Ranch and asserted third-party-beneficiary and promissory-estoppel theories.
2. Whether Piper Ranch was the alter ego of Tim and Julie Schelhorn so that its liability protection could be disregarded.
3. Whether the district court properly denied leave to amend to assert a veil-piercing claim against Big Bite.
4. Whether Big Bite was a prevailing party entitled to attorney fees and costs.
5. Whether the Schelhorns were prevailing parties entitled to attorney fees and costs.
6. Whether defendants were entitled to attorney fees and costs on appeal.

Disposition

other