Great Plains Equip., Inc. v. Northwest Pipeline Corp.

• Decision Date: 31 October 2001
• Docket Number: No. 26273, No. 26208, No. 26303.
• Parties: GREAT PLAINS EQUIPMENT, INC., a foreign corporation; Michetti Pipe Stringing; Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Cowboy Oil Co., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard, Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation; Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation; Valley Office Systems, Inc., an Idaho corporation; B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation, Plaintiffs, and Cate-Idaho Equipment Co., Inc., an Idaho corporation, Plaintiff-Appellant, v. NORTHWEST PIPELINE CORPORATION, a foreign corporation, Defendant-Respondent. Great Plains Equipment, Inc., a foreign corporation; Michetti Pipe Stringing; Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Cowboy Oil Co., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation; Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation; Valley Office Systems, Inc., an Idaho corporation; Cate-Idaho Equipment Co., Inc., an Idaho corporation, Plaintiffs, and B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation, Plaintiff-Appellant, v. Northwest Pipeline Corporation, a foreign corporation, Defendant-Respondent. Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard, Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation, Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation, Plaintiffs-Appellants, and Great Plains Equipment, Inc., a foreign corporation, B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation; Cate-Idaho Equipment Co., Inc., an Idaho corporation, Cowboy Oil Co., an Idaho corporation; V-1 Oil Company, an Idaho corporation, Plaintiffs, v. Northwest Pipeline Corporation, a foreign corporation, Defendant-Respondent.
• Court: Idaho Supreme Court

36 P.3d 218

136 Idaho 466

GREAT PLAINS EQUIPMENT, INC., a foreign corporation; Michetti Pipe Stringing; Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Cowboy Oil Co., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard, Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation; Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation; Valley Office Systems, Inc., an Idaho corporation; B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation, Plaintiffs, and Cate-Idaho Equipment Co., Inc., an Idaho corporation, Plaintiff-Appellant, v. NORTHWEST PIPELINE CORPORATION, a foreign corporation, Defendant-Respondent.

Great Plains Equipment, Inc., a foreign corporation; Michetti Pipe Stringing; Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Cowboy Oil Co., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation; Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation; Valley Office Systems, Inc., an Idaho corporation; Cate-Idaho Equipment Co., Inc., an Idaho corporation, Plaintiffs, and B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation, Plaintiff-Appellant, v. Northwest Pipeline Corporation, a foreign corporation, Defendant-Respondent.

Beard Oil Petroleum, Inc., a foreign corporation; Atlas Copco Rental, Inc., a foreign corporation; CRC-Evans Pipeline International, Inc., a foreign corporation; Courtesy Ford Lincoln Mercury, Inc., an Idaho corporation; Darby Enterprises, Inc., a foreign corporation; Hartford Insurance Company/Pickard, Tate & Allen, a Connecticut company; Rasmussen Equipment Company, a Utah corporation, Rocky Mountain Machinery Company, a foreign corporation; V-1 Oil Company, an Idaho corporation, Plaintiffs-Appellants, and Great Plains Equipment, Inc., a foreign corporation, B.D. Holt & Company, Inc., d/b/a Holt Company of Texas, a foreign corporation; Cate-Idaho Equipment Co., Inc., an Idaho corporation, Cowboy Oil Co., an Idaho corporation; V-1 Oil Company, an Idaho corporation, Plaintiffs, v. Northwest Pipeline Corporation, a foreign corporation, Defendant-Respondent.

Nos. 26208, 26273, 26303.

Supreme Court of Idaho. Pocatello, May 2001 Term.

October 31, 2001.

Lowell N. Hawkes, Chtd., Pocatello, for appellant Cate-Idaho Equipment Co., Inc. Lowell N. Hawkes argued.

Craig W. Christensen, Chtd., Pocatello, for appellant B.D. Holt & Company, Inc. Craig W. Christensen argued.

Racine, Olson, Nye, Budge & Bailey, Pocatello, for appellants Beard Oil Petroleum, Inc., Atlas Copco Rental, Inc., CRC Evans Pipeline International, Inc., Courtesy Ford Lincoln Mercury, Inc., Darby Enterprises, Inc., Hartford Insurance Company/Pickard, Tate & Allen, Rasmussen Equipment Company and Rocky Mountain Machinery Company. John R. Goodell argued.

Hawley, Troxell, Ennis & Hawley, Pocatello, for respondent. Ronald E. Bush argued.

SCHROEDER, J.

This is an appeal from an award of costs and attorney fees. In prior proceedings Great Plains Equipment, et al., Cate-Idaho Co., Inc., and B.D. Holt & Co., Inc., prevailed against Northwest Pipeline Corporation (NWP) in district court. NWP appealed the district court's judgment and prevailed in this Court. See Great Plains Equipment, Inc. v. Northwest Pipeline Corp., 132 Idaho 754, 979 P.2d 627 (1999) (Great Plains I)

. Upon remand, the district court awarded costs and attorney fees to NWP. Cate-Idaho Co. Inc., et al. (hereinafter collectively referred to as Cate), now appeal that award.

I. BACKGROUND AND PRIOR PROCEEDINGS

The factual background of the underlying case can be found in Great Plains I. In sum, NWP and Great Plains Pipeline Construction, Inc. (GPPC), entered into a contract which provided that GPPC was to build a natural gas transmission pipeline, compressor pumping stations and related facilities between Pocatello and Burley, Idaho. Delays in completion of the contract forced GPPC to quit the job, leaving numerous subcontractors and others who had contracted with GPPC unpaid. GPPC eventually filed for bankruptcy. GPPC filed a claim of lien against NWP. Approximately fifty subcontractors, equipment lessors, insurance providers and other unpaid vendors filed claims of lien against NWP. The plaintiffs' claims were premised on three alternative theories: mechanic lien claims, unjust enrichment claims and claims under a Utah bond statute, on the basis that the contract between NWP and GPPC was executed in Utah and provided that Utah law would apply. The district court found in favor of the plaintiffs involved in this appeal on the above claims. The collective amount of the judgment against NWP exceeded $3 million. The district court also awarded fees and costs to the plaintiffs totaling more than $800,000.

NWP appealed the district court's decision. This Court vacated the majority of the district court rulings, holding that the three legal theories relied on by plaintiffs were unavailable as a matter of law. The Court also vacated all awards of attorney fees, costs and prejudgment interest to the plaintiffs because they were no longer deemed the prevailing parties.¹

On May 20, 1999, following the release of the opinion in Great Plains I, the Court issued a remittitur. In June of 1999, NWP filed a petition for costs and attorney fees with the district court. Several plaintiffs filed an immediate objection to the motion. On September 7, 1999, a hearing was held on the motion. Other plaintiffs filed objections to the motion on that date, and subsequently filed briefs and supplemental authorities supporting their objections. NWP filed a motion to strike all post-hearing briefs. On November 5, 1999, the district court granted NWP's motion and ordered stricken all post-hearing briefs. In its order filed December 21, 1999, the district court awarded NWP $57,705.81, as costs as a matter of right pursuant to I.R.C.P. 54(d)(1)(C); $124,700.55, as discretionary costs pursuant to I.R.C.P. 54(d)(1)(D); and $477,320.21, as attorney fees pursuant to I.C. § 12-120(3) and I.R.C.P. 54(e), for a total of $659,726.57. The majority of the plaintiffs appealed.

II.

THE DISTRICT COURT WAS CORRECT IN DENYING FEES TO NWP PURSUANT TO UTAH CODE § 14-2-2(3), BUT ERRED IN AWARDING ATTORNEY FEES TO NWP PURSUANT TO I.C. § 12-120(3).

A. Standard of Review

The issues of whether Utah Code § 14-2-2(3) provides a basis for costs and attorney fees and whether the district court correctly determined that this case is based on a "commercial transaction" for the purpose of I.C. § 12-120(3), are questions of law. This Court exercises free review over questions of law. Carney v. Heinson, 133 Idaho 275, 281, 985 P.2d 1137, 1143 (1999), citing Marshall v. Blair, 130 Idaho 675, 679, 946 P.2d 975, 979 (1997)

.

B. Utah Code 14-2-2(3)

NWP argues that when a party pleads under the statute either party can be awarded fees under the statute as the prevailing party.² Utah Code § 14-2-2(3) states "in an action for failure to obtain a bond, the court may award reasonable attorneys' fees to the prevailing party;" however, the Court's holding in Great Plains I negated that proposition when it stated "[f]urthermore, we have held that neither the Utah bond statute nor the theory of unjust enrichment provide relief to any of the plaintiffs. Thus there can be no award under Utah Code § 14-2-2(3), and, under I.C. § 12-120(3), one must be a prevailing party in order to receive an award of fees." Great Plains, 132 Idaho at 771, 979 P.2d at 644. (Emphasis added). The Court acknowledged the "prevailing party" language in I.C. § 12-120(3), and although the Court was aware that an award of attorney fees to the prevailing party was discretionary under the Utah statute, it held that no award could be made. Id.

The district court properly interpreted the Court's holding in Great Plains I that no fees could be awarded under the Utah statute, even if a party prevailed. Therefore, NWP cannot rely on Utah Code § 14-2-2(3) as a basis for an attorney fee award.

C. Idaho Code 12-120(3)

Idaho Code § 12-120(3) states:

In any civil action to recover on an open account, account stated, note, bill, negotiable instrument, guaranty, or contract relating to the purchase or sale of goods, wares, merchandise, or services and in any commercial transaction unless otherwise provided by law, the prevailing party shall be allowed a reasonable attorney fee to be set by the court, to be taxed and collected as costs.

The term "commercial transaction" is defined to mean all transactions except transactions for personal or household purposes.

The term "party" is defined to mean any person, partnership, corporation, association, private organization, the state of Idaho or political subdivision thereof.

There must be a commercial transaction between the parties for attorney fees to be awarded. To the extent that Magic Lantern Productions, Inc. v. Dolsot, 126 Idaho 805, 808, 892 P.2d 480, 483 (1995) may be read to mandate an award of attorney fees to the prevailing party when the other party has claimed fees pursuant to I.C. § 12-120(3), that interpretation is disavowed. A prevailing party may rely on I.C. § 12-120(3) if pled by another party for recovery of attorney fees if it is warranted under the statute. "[A] court is not required to award reasonable attorney fees every time a commercial transaction is connected with a case." Bingham v. Montane Resource Associates, 133...