Callies v. O'Neal

Decision Date07 July 2009
Docket NumberNo. 34968.,34968.
Citation216 P.3d 130,147 Idaho 841
CourtIdaho Supreme Court
PartiesRandy CALLIES, Tricia Callies, Christopher Planinshek, Dawn Planinshek, and Heron Street Properties, Ltd, LC, Plaintiffs-Appellants, v. George P. O'NEAL, Charter Builders, Inc., an Idaho corporation, Pheasant Run, LLC; Shakespeare Condominiums, LLC; Hampton Place, LLC; Silver Oaks, LLC; CBI-BVBI, LLC; Foxboro, LLC; Crystal Blue, LLC; and Charter Point Apartments, LLC, Defendants-Respondents.

Strother Law Office, Boise, for appellants. Jeffrey A. Strother argued.

Angstman, Johnson & Associates, Boise, for respondents. Thomas J. Angstman argued.

J. JONES, Justice.

Tricia Callies and Complete Property Management, Inc. (collectively "CPM") filed a complaint against George O'Neal, Charter Builders, Inc., Charter Pointe Apartments, LLC, and Silver Oaks, LLC (collectively "CBI") seeking payment of real estate commissions allegedly earned pursuant to two listing agreements. The district court issued an order granting partial summary judgment in favor of CBI, holding the agreements were unenforceable because they did not contain sufficient descriptions of the properties to be sold. CPM now appeals the district court's order. We vacate and remand.

I.

Callies, the owner of Complete Property Management, entered into two exclusive seller representation agreements with George O'Neal, the sole shareholder of Charter Builders, Inc. The listing agreements pertained to two development projects—Charter Pointe Apartments (Charter Pointe) and Silver Oaks.1 At the time the listing agreements for the projects were executed, they did not contain legal descriptions of the properties to be sold. Instead, the agreements only indicated the general locations of the projects, including the counties, cities, and zip codes in which they were located.

The Charter Pointe agreement was executed on March 1, 2005 and was later extended on February 28, 2006. The agreement described the development as having "32 zero lot line 4 plexes," and identified the "property address and ... complete legal description" of the project as follows:

                  Address ______ TBD Charter Pointe
                  __________ County ______ Ada ________
                  City ________ Boise _______ Zip
                  83709     Legal      Description
                  ___________ or [x] Legal
                  Description Attached as addendum # 1
                  (Addendum must accompany original listing)
                

At the time the parties executed the agreement, it did not include an attached "addendum # 1."

Although a final legal description was not attached to the agreement, Callies stated in her affidavit that O'Neal had provided her with a preliminary plat of the project, which was placed "into both of our listing agreement files—mine by my staff and his by his own hand." According to Callies, the plat and a document containing the individual legal descriptions for the units were incorporated into the listing agreement prior to its renewal and extension on February 28, 2006.2 The document containing the legal descriptions was not labeled as "addendum # 1," but it identified each individual unit in the development by reference to a plat and by its street address.

The Silver Oaks agreement was executed on March 7, 2005. The legal description of the property was not prepared until March 14, 2005. The agreement described the development as having 73 four plex buildings and identified the legal description of the property as follows:

                  Address _________ TBD Ten Mile/Franklin
                  ________ County _______ Ada ________
                  City ______ Meridian _______ Zip 83642 Legal
                  Description or [x] Legal Description
                  Attached as addendum # 1. (Addendum
                  must accompany original listing)
                

When the agreement was executed, it did not include an attached "addendum # 1."

One week after executing the Silver Oaks agreement, O'Neal provided Callies with a master plat and legal description of the property. According to Callies, the master plat "was put into both of our listing agreement files—mine by my staff and his by his own hand." She also stated that the legal description of the Silver Oaks property and individual unit descriptions were incorporated into the listing agreement before it was renewed and extended on February 28, 2006.

Despite the initial absence of attached property descriptions, the testimony presented below indicated both parties understood what properties were the subjects of the agreements. O'Neal testified:

[O]n or about March 8, 2005 I executed the closing papers for the acquisition of the property which is the subject matter of the above noted Representation Agreements. ... [O]n April 11, 2006 the Declaration of Covenants for Charter Pointe Village 4-Plex Condominiums was recorded ... which [included] a legal description of record for the property which is the subject matter of the above noted Representation Agreements.

Callies testified that "[a]t the time of the execution of the Extension Agreement[s] there was no doubt between the parties as to the terms of the Listing Agreement[s'] legal description[s]." Neither party disputed there was a mutual understanding regarding the properties to which the listing agreements pertained.

The listing agreements for Charter Pointe and Silver Oaks were not the first such agreements between CPM and CBI. The parties had previously entered into several similar agreements for properties Callies brokered on behalf of CBI. In those agreements, the parties employed the same method of describing the properties to be sold. Specifically, the agreements listed the property addresses as "TBD" and indicated that legal descriptions of the properties were attached as "addendum # 1"—even when such descriptions were not available.

The parties continued operating under the Charter Pointe and Silver Oaks listing agreements for approximately eighteen months. During that time, Callies marketed the units in the developments, opened escrow accounts, brokered several purchase and sale agreements, and received earnest money deposits on behalf of CBI. Callies turned the earnest money checks over to O'Neal, who deposited the checks throughout the years of 2005 and 2006. Then, in May 2006, CBI began contesting the validity of the listing agreements. CBI maintained the listing agreements were invalid because they did not contain sufficient property descriptions and, therefore, it refused to pay CPM.

On November 8, 2006, CPM filed a complaint against CBI seeking to recover unpaid commissions for sales relating to the Charter Pointe and Silver Oaks developments. CPM claimed "between $235,900.00 and $421,800.00" in commissions for the Charter Pointe project and $546,600.00 for the Silver Oaks project. CBI filed an answer and counterclaim seeking a judgment declaring the listing agreements invalid, followed by a motion for partial summary judgment. Relying on Idaho Code sections 9-503, 9-508, and 54-2050, CBI argued that the listing agreements were invalid because they did not include legal descriptions of the properties to be sold and, thus, violated the statute of frauds. Accordingly, it sought dismissal of the claims for commissions due under the agreements.

On August 31, 2007, the district court granted CBI's motion for partial summary judgment. The court concluded the listing agreements were unenforceable because they did not comply with Idaho Code sections 9-503 and 54-2050. Relying on this Court's decision in Lexington Heights Development, L.L.C. v. Crandlemire, 140 Idaho 276, 92 P.3d 526 (2004), the court reasoned that the descriptions were insufficient since they did not identify the "quantity, identity, or boundaries" of the properties. In reaching this conclusion, the court rejected CPM's argument that this Court's decision in Central Idaho Agency, Inc. v. Turner, 92 Idaho 306, 442 P.2d 442 (1968), controlled the disposition of CBI's motion. The district court reasoned that the Legislature overruled Central Idaho Agency when it enacted section 54-2050. In any event, the court concluded Central Idaho Agency was inapplicable because the agreement in that case contained a description of the property—the description was simply insufficient. The agreements between CPM and CBI, on the other hand, were—in the court's opinion—completely lacking descriptions of the properties to be sold.3 Since there was "no street address, acreage designation, or any other adequate identification of the boundaries of the property to be conveyed," the court was unwilling to admit parol evidence to supply the terms of the agreements. Finally, the court rejected CPM's claims that the equitable doctrines of estoppel, quasi-estoppel, and part performance permitted enforcement of the agreements. According to the court, equitable principles were inapplicable because the agreements between the parties were incomplete and there was no evidence that CBI's conduct was unconscionable.

CPM now appeals the district court's order granting CBI's motion for partial summary judgment. CPM argues that the district court's order should be vacated and the case remanded for a trial on its breach of contract, part performance, and quasi-estoppel claims. It contends the court's order was erroneous because: (1) the court improperly relied on Idaho Code section 9-503 instead of section 9-508; (2) the agreements contained legally enforceable descriptions of the properties to be sold; (3) there were genuine issues of material fact that precluded summary judgment; and (4) it is entitled to the commissions under the doctrines of part performance and quasi-estoppel. In addition, CPM requests an award of attorney fees on appeal.

II.

On appeal we are presented with five issues: (1) whether the district court erred in relying on Idaho Code section 9-503 rather than section 9-508; (2) whether a genuine issue of material fact exists regarding the parties' intent to incorporate property descriptions into the listing agreements; (3) whether the agreements...

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