Bronco Elite Arts & Athletics, LLC v. 106 Garden City, LLC

• Docket Number: Docket Nos. 49094 & 49523
• Decision Date: 18 August 2023
• Citation: 172 Idaho 506,534 P.3d 558
• Parties: BRONCO ELITE ARTS & ATHLETICS, LLC, and Brandon J. Paine, Plaintiffs-Counterdefendants-Respondents-Cross Appellants, v. 106 GARDEN CITY, LLC, and Tricon Properties, LLC, Defendants-Counterclaimants-Appellants-Cross Respondents.
• Court: Idaho Supreme Court

172 Idaho 506

534 P.3d 558

BRONCO ELITE ARTS & ATHLETICS, LLC, and Brandon J. Paine, Plaintiffs-Counterdefendants-Respondents-Cross Appellants,

v.106 GARDEN CITY, LLC, and Tricon Properties, LLC, Defendants-Counterclaimants-Appellants-Cross Respondents.

Docket Nos. 49094 & 49523

Supreme Court of Idaho, Boise, February 2023 Term.

Opinion Filed: August 18, 2023

Meuleman Law Group PLLC, Boise, for Appellants, 106 Garden City, LLC, and Tricon Properties, LLC.Joe Meuleman argued.

Holland & Hart, LLP, Boise, for Respondents, Bronco Elite Arts & Athletics, LLC, and Brandon J. Paine.Robert Faucher argued.

STEGNER, Justice.

This consolidated appeal concerns a dispute regarding a purchase option within a lease agreement.Bronco Elite Arts & Athletics, LLC, and its manager and registered agent, Brandon Paine(collectively "Bronco Elite"), operate a gymnastics facility in Garden City, Idaho.The gymnastics facility is located on property, (the "Property"), that Bronco Elite leases from 106 Garden City, LLC("106 Garden City"), and Tricon Properties, LLC("Tricon").The lease agreement provided Bronco Elite the option to purchase the Property five years into the initial ten-year lease term.However, when Bronco Elite attempted to exercise its option, 106 Garden City and Tricon refused to honor the option.

Bronco Elite sued 106 Garden City and Tricon, seeking specific performance.106 Garden City and Tricon argued that Bronco Elite was precluded from exercising its purchase option because Bronco Elite had breached the lease agreement by consistently failing to pay rent on time and the lease terms only permitted Bronco Elite to exercise the purchase option if it was not in breach.The district court granted summary judgment in favor of Bronco Elite and ordered 106 Garden City and Tricon to convey the Property to Bronco Elite.The specific performance ordered by the district court was stayed pending appeal.This appeal followed.For the reasons discussed below, we affirm in part and reverse in part.

I.FACTUAL AND PROCEDURAL BACKGROUND

On December 18, 2014, Bronco Elite entered into an agreement to lease the Property from Tricon.The lease term commenced on January 1, 2015, and was set to expire on January 31, 2025.Under the terms of the lease, Bronco Elite was to pay no rent for January 2015, $4,675.00 in rent for February 2015, and $9,350.00 in rent per month from March through December 2015.For years two through five, the rent was to increase annually by 5%; for years six through ten, the rent was to increase annually by 2.5%.After the initial ten-year lease expired, there was an option to renew the lease for two additional five-year terms.

The lease agreement also provided Bronco Elite an option to purchase the Property as follows:

Tenant [Bronco Elite] shall have the exclusive option to purchase the [Property] commencing June 30, 2020 and expiring September 30, 2020, provided that Tenant timely exercises the option to purchase and is not in default or breach of any terms or conditions of this Lease.Tenant must furnish to Landlord [Tricon] written notice of Tenant's intent to purchase and shall specify a closing date not less than 60 and no more than 180 days from the date of notice.The purchase price shall be $1,020,000.00.As consideration for the option to purchase, Tenant shall pay the nonrefundable sum of $85,000.00 to Landlord as option consideration.Said sum shall apply toward the purchase price provided that Tenant timely exercises the option to purchase and is not in default or breach of any terms or conditions of this Lease.

Bronco Elite paid the $85,000 option sum by check in two installments.The first check was for $25,000 and was cashed on December 19, 2014; the second check was for $60,000 and was cashed on December 22, 2014.

Tricon conveyed the Property to 106 Garden City in January 2019.On May 5, 2020, Bronco Elite sent Tricon and 106 Garden City(collectively "Owners")¹ a letter stating that it intended to exercise its option to purchase the Property.Bronco Elite further specified that "[t]he closing date shall be July 7, 2020."Owners refused to honor Bronco Elite's effort to exercise its option.

On June 15, 2020, Bronco Elite sued Owners in district court in Ada County"for anticipatory breach of contract and specific performance."Bronco Elite asserted that, although it had notified Owners that it planned to purchase the Property pursuant to the purchase option in the lease, they had refused to sell the Property.Bronco Elite sought specific performance, alleging it was "ready, willing, and able to purchase the Property pursuant to the Purchase Option."(Capitalization in original.)In the alternative, Bronco Elite sought monetary damages for Owners' purported anticipatory breach of the lease agreement.Bronco Elite also sought attorney fees and costs.

Owners answered Bronco Elite's complaint and counter-claimed, asserting that Bronco Elite had breached the lease agreement and, therefore, could not exercise the purchase option.Owners sought monetary damages as well as attorney fees and costs.

Both parties moved for summary judgment.The district court determined that Bronco Elite was not precluded from exercising the purchase option and that Owners had breached the lease agreement by failing to honor Bronco Elite's option to purchase the Property.Accordingly, the district court granted summary judgment in favor of Bronco Elite.The district court ordered specific performance of the purchase option, requiring Owners to convey title of the Property to Bronco Elite.

Both parties appealed, and the appeals were consolidated by the order of this Court.

II.STANDARDS OF REVIEW

This Court exercises de novo review of a grant of summary judgment and the "standard of review is the same as the standard used by the trial court in ruling on a motion for summary judgment."Stonebrook Const., LLC v. Chase Home Fin., LLC , 152 Idaho 927, 929, 277 P.3d 374, 376(2012)(quotingCurlee v. Kootenai Cnty. Fire & Rescue , 148 Idaho 391, 394, 224 P.3d 458, 461(2008) ).Summary judgment is proper if "the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law."I.R.C.P.56(c).When applying this standard, this Court construes disputed facts "in favor of the non-moving party, and all reasonable inferences that can be drawn from the record are drawn in favor of the non-moving party."Curlee , 148 Idaho at 394, 224 P.3d at 461.Where "the evidence reveals no disputed issues of material fact, then only a question of law remains, over which this Court exercises free review."Lockheed Martin Corp. v. Idaho State Tax Comm'n , 142 Idaho 790, 793, 134 P.3d 641, 644(2006)(citingInfanger v. City of Salmon , 137 Idaho 45, 44 P.3d 1100(2002) ).However, to survive summary judgment, "an adverse party may not rest upon the mere allegations or denials of that party's pleadings, but the party's response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing that there is a genuine issue for trial."I.R.C.P. 56(c).Therefore, "the nonmoving party must submit more than just conclusory assertions that an issue of material fact exists ...."Jenkins v. Boise Cascade Corp. , 141 Idaho 233, 238, 108 P.3d 380, 385(2005)(citingNorthwest Bec–Corp. v. Home Living Serv. , 136 Idaho 835, 839, 41 P.3d 263, 267(2002) )."A mere scintilla of evidence or only slight doubt as to the facts is not sufficient to create a genuine issue of material fact for the purposes of summary judgment."Id.

AED, Inc. v. KDC Invs., LLC , 155 Idaho 159, 163, 307 P.3d 176, 180(2013).

This Court reviews a district court's evidentiary rulings at the summary judgment stage under an abuse of discretion standard.Mortensen v. Baker , 170 Idaho 744, 751, 516 P.3d 1015, 1022(2022).

When reviewing a lower court's decision for an abuse of discretion, this Court must analyze "[w]hether the trial court: (1) correctly perceived the issue as one of discretion; (2) acted within the outer boundaries of its discretion; (3) acted consistently with the legal standards applicable to the specific choices available to it; and (4) reached its decision by the exercise of reason."Lunneborg v. My Fun Life , 163 Idaho 856, 863, 421 P.3d 187, 194(2018).

Id.

This Court further elaborated as follows:

[W]hen reviewing a trial court's decision to grant or deny a motion for reconsideration, this Court utilizes the same standard of review used by the lower court in deciding the motion for reconsideration.If the decision was within the trial court's discretion, we apply an abuse of discretion standard.On the other hand, when reviewing the grant or denial of a motion for reconsideration following the grant of summary judgment, this Court must determine whether the evidence presented a genuine issue of material fact to defeat summary judgment.

Fragnella v. Petrovich , 153 Idaho 266, 276, 281 P.3d 103, 113(2012).Stated differently, if the underlying decision for which reconsideration is sought required the exercise of discretion, we will review the grant or denial of the motion for an abuse of discretion.If the decision turned on a question of law, we will exercise free review.

AED, Inc. , 155 Idaho at 163, 307 P.3d at 180.

This Court reviews a district court's decision to require conditions for a stay pending appeal for an abuse of discretion.Tricore Invs., LLC v. Estate of Warren through Warren , 168 Idaho 596, 610, 485 P.3d 92, 106(2021).

"This Court[also] reviews a district court's award of attorney fees for an abuse of discretion."Id.(quotingAlsco, Inc. v. Fatty's Bar, LLC , 166 Idaho 516, 533, 461 P.3d 798, 815(2020) )(alteration in original).

III.ANALYSIS

A.The district court did not err in granting summary judgment to Bronco Elite.

On appeal, Owners contend the district court erred in...