Allen v. Campbell
| Decision Date | 03 August 2021 |
| Docket Number | Docket No. 48075 |
| Citation | 492 P.3d 1084,169 Idaho 125 |
| Court | Idaho Supreme Court |
| Parties | Michael ALLEN, an individual; Camp Bench Holdings, LLC, an Idaho limited liability company; Camp River Holding, LLC, an Idaho limited liability company; and Campbell Farms, Inc., an Idaho corporation, Plaintiffs-Appellants, v. Neil CAMPBELL, an individual; and Campbell Contracting, Ltd., a Nevada limited liability company, Defendants-Respondents. |
Parsons, Behle & Latimer, Idaho Falls, attorneys for Appellant. John Cutler argued.
Cooper & Larsen, Pocatello, and Turner Law Firm, Dunnellon, Florida, attorneys for Respondents. Veronica Saltz-Turner argued.
This is an appeal over an award of attorney fees. Appellants Michael Allen, Camp Bench Holdings, LLC, Camp River Holding, LLC, and Campbell Farms, Inc., (collectively, "Allen") appeal from two different district court decisions: one in which attorney fees were not awarded to Allen, and one in which attorney fees were awarded against Allen.
Michael Allen and Neil Campbell shared ownership in Camp Bench Holdings, LLC, Camp River Holding, LLC, and Campbell Farms, Inc., (the "Entities"). Campbell was separately an owner/manager in Campbell Contracting, Ltd. ("Campbell Contracting").
In 2018, Michael Allen and Neil Campbell were at odds over the Entities’ business operations and began discussing a separation of their interests. Various discussions took place between C. Edward Cather, the attorney for Allen, and Scott Smith, the attorney for Campbell. Part of these discussions included the partial payment on several invoices from Campbell Contracting.
The attorneys’ discussions culminated in the following email from Smith to Cather, delivered on November 26, 2018:
Neil accepts the last verbal offer relayed by you on behalf of Mike. That is – Neil agrees to transfer his interest in Campbell Farms, Camp Bench, and Camp River to Mike in exchange for (1) the 180-190 acres identified in you[r] November 20th letter, and the buildings, fixtures, and structures located thereon, free and clear of any encumbrance, debt, or lien, (2) the payment by Mike to Neil of a lump sum of $85,000, (3) a mutual release between the parties, and (4) each party paying their own attorney fees – all contingent upon Neil's release from any obligations, including without limitation any personal guarantees, relating to these three entities.
Thereafter, the attorneys began drafting a written agreement. There were some disputes regarding phrases and wording as the attorneys worked through different proposed drafts. On December 21, 2018, Smith tried to send Cather an email with a "current proposed Settlement Agreement" attached, suggesting that it was "very similar to [Cather's] last draft." However, the email was sent to an outdated email address and did not reach Cather. Soon after, Cather attempted to contact Smith to determine the status of the written agreement, but Campbell retained new counsel who took the position that no settlement agreement was ever reached. No written agreement was ever signed.
The parties then began a long procedural journey that took them to both the state and federal courts. On January 23, 2019, Allen filed a verified complaint in state court for declaratory judgment, tortious interference with contract, breach of contract, and breach of the covenant of good faith and fair dealing against Neil Campbell and Campbell Contracting (collectively, "Respondents"). Allen sought a declaration that the terms in the November 26 email constituted a settlement agreement between him and the Respondents. The verified complaint was later amended, adding claims for equitable estoppel and tortious interference with prospective economic advantage. In answering, the Respondents maintained that no agreement had been reached and otherwise denied Allen's claims. After two unsuccessful attempts to remove the case to federal court, and a number of lengthy discovery disputes, both parties moved for summary judgment on the same day.
Respondents first argued that summary judgment should be granted in favor of Campbell Contracting because it was never a party to any settlement negotiations or the purported settlement agreement allegedly reached on November 26th. Respondents separately claimed that summary judgment should be granted in favor of Neil Campbell against the Entities because they lacked standing. Thus, the Respondents maintained that the only legitimate issue before the district court was whether Allen and Neil Campbell had reached a settlement agreement on November 26, 2018, contending that no agreement was reached because there was no "meeting of the minds."
Allen countered, arguing that "[e]veryone intended and understood Scott Smith's November 26 email to create a binding settlement agreement between the parties." Allen requested a judgment stating that the November 26 settlement agreement was enforceable and that Neil Campbell individually as well as Campbell Contracting breached the agreement.
On September 3, 2019, the district court entered a memorandum decision and order granting the Respondents’ motion for summary judgment after finding there was no enforceable settlement agreement. Critical to the district court's decision was its finding that the November 26 email did not include Campbell Contracting as a party. The district court then entered a judgment dismissing Allen's amended complaint with prejudice.
On September 18, 2019, Allen moved to reconsider, to alter or amend the judgment, or for relief from the judgment. On the same day, the Respondents filed a memorandum of costs and attorney fees, seeking $195,203.23. The Respondents had retained two law firms to represent them in these proceedings. The Respondents first requested $161,865 for time and labor spent by Turner Law Firm defending Neil Campbell, and $5,175 for time spent on behalf of Campbell Contracting. The Respondents requested $18,300 in attorney fees for time spent by the second law firm, Cooper & Larsen, without distinguishing between time spent defending Neil Campbell versus Campbell Contracting. Allen moved to disallow costs and attorney fees.
On October 30, 2019, the district court entered a memorandum decision and order granting Allen's motion to reconsider in part. Reversing its prior decision, the court found the parties reached an enforceable contract constituting a buyout of Neil Campbell's interest in the Entities as stated in the November 26 email; however, the court adhered to its conclusion that the agreement did not include a settlement of any claim held by Campbell Contracting against the Entities. The district court dismissed Allen's equitable estoppel claim because Allen had received an adequate remedy at law. The court also reinstated portions of the amended complaint, holding that Allen's breach of contract and tortious interference claims were premature, resetting the trial date on those claims to take place the following year.
Following this order, Allen moved for entry of judgment, or in the alternative a Rule 54(b) certificate seeking "finality" and arguing that the district court's previous order "should have resulted in the entry of final judgment." Allen argued that when the district court determined that the breach of contract and tortious interference claims were premature, the proper procedure was to dismiss those claims. The Respondents opposed Allen's motion and filed a motion for reconsideration of the district court's October 30, 2019, order.
On January 21, 2020, the district court entered a memorandum decision and order denying the Respondents’ motion for reconsideration and granting Allen's motion for final judgment. The court then entered the following judgment:
Both parties later1 filed timely memoranda of costs and attorney fees as well as objections to the opposing parties’ fees and costs. On May 18, 2020, the district court entered an order: (1) awarding Campbell Contracting attorney fees and costs as the prevailing party; and (2) finding there was no prevailing party between Allen and Neil Campbell. The district court then entered a judgment awarding Campbell Contracting $30,716 in attorney fees and $1,688.58 in costs. Allen filed a timely notice of appeal.
1. Whether the Respondents’ brief violates Idaho Appellate Rule 35(b)(6) because it includes no citations to authority.
2. Whether the district court erred when it held that Allen did not prevail against Neil Campbell, thus, Allen had no right to attorney fees under Idaho Code section 12-120(3).
3. Whether the district court erred when it awarded Campbell Contracting...
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