Hecla Min. Co. v. Star-Morning Min. Co.

• Decision Date: 31 August 1992
• Docket Number: No. 19019,STAR-MORNING,19019
• Citation: 839 P.2d 1192,122 Idaho 778
• Parties: HECLA MINING COMPANY and Bunker Limited Partnership, Plaintiff-Respondents, v.MINING COMPANY, Defendant-Appellant. Boise, April 1992 Term
• Court: Idaho Supreme Court

Page 1192

839 P.2d 1192

122 Idaho 778

HECLA MINING COMPANY and Bunker Limited Partnership, Plaintiff-Respondents, v. STAR-MORNING MINING COMPANY, Defendant-Appellant.

No. 19019.

Supreme Court of Idaho,

Boise, April 1992 Term.

Aug. 31, 1992.

W.W. Nixon, Coeur d'Alene, and Layman, Loft, Arpin & White, Spokane, Wash., for appellant, Star-Morning Min. Co. John R. Layman argued, Spokane, Wash.

Evans, Keane, Koontz, Boyd, Simco & Ripley, Kellogg, for respondent, Hecla Min. Co.; Witherspoon, Kelley, Davenport & Toole, Spokane, Wash., for respondent, Bunker Ltd. Partnership. Fred M. Gibler, Kellogg, argued.

JOHNSON, Justice.

This is a contract case in which the trial court granted partial summary judgment. We first address whether the trial court properly certified the partial summary judgment as a final judgment pursuant to I.R.C.P. 54(b). We conclude that the certification was proper. The primary issue presented is whether the admissible evidence submitted in opposition to the motion for summary judgment was sufficient to raise genuine issues of material fact concerning the defenses of waiver and equitable estoppel. We conclude the evidence was not sufficient. Therefore, we affirm the summary judgment and remand this case to the trial court for further proceedings on the remaining claims.

I.

THE BACKGROUND AND PRIOR PROCEEDINGS.

Hecla Mining Company (Hecla) and Bunker Limited Partnership (Bunker) each owned an undivided interest in the Star-Morning Mine (the mine). (Hecla and Bunker will be referred to as Hecla unless otherwise indicated). In 1984, Star-Morning Mining Company (Star) entered lease and rental agreements (the 1984 lease) with Hecla to lease the mine. In 1985, the parties amended the 1984 lease to provide that Hecla could terminate the lease by written notice if operations were suspended for twelve consecutive months.

Star began operating the mine, but was unable to meet the lease payments. The mine was shut down in the fall of 1985. The parties negotiated to continue operations. During August 1987, Hecla sent a proposed modified lease (the 1987 draft) to Star. On September 16, 1988, Hecla notified Star that the 1984 lease was terminated. Star signed the 1987 draft in December 1988. Hecla then declined Star's request to sign the 1987 draft.

Hecla filed this lawsuit in 1989, seeking: (1) declaratory judgment that the 1984 lease was terminated, (2) $527,841.80 in past-due lease payments, (3) declaratory judgment that the 1987 draft was not in effect, (4) quiet title against Star's claims, and (5) damages resulting from the loss of the sale of the mine.

Star asserted the parties had modified the 1984 lease with the 1987 draft. Among other things, the 1987 draft rescheduled the lease payments Star owed Hecla under the 1984 lease. Star also asserted that Hecla's statements and conduct caused Star justifiably to rely on the 1987 draft to its detriment. Star contended that Hecla's statements and conduct constituted waiver of Hecla's right to timely lease payments under the 1984 lease and estopped Hecla from denying the effectiveness of the 1987 Hecla moved for partial summary judgment seeking declaratory judgment that the 1984 lease was properly terminated and the 1987 draft was not in effect.

[122 Idaho 781] draft. Star counterclaimed seeking: (1) a declaratory judgment that the 1987 draft was in effect, (2) $20,000 for Hecla's wrongful termination of the 1984 lease, and (3) $550,000 damages because of Hecla's failure to produce a buyer for Star's ore as was required by the parties' marketing agreement.

Star submitted an affidavit by Jay Layman, Star's operations manager, opposing Hecla's motion for summary judgment. During oral argument on the summary judgment motion, Hecla's attorney objected "to some of the evidence asserted [in the affidavit of Jay Layman] on the grounds that it's conclusory and no foundation." Hecla's attorney then gave an example and asked the court to consider carefully the Jay Layman affidavit because it contained some incompetent evidence.

The trial court granted partial summary judgment to Hecla, stating that affidavits submitted by the parties were conclusory and lacked the specificity required by I.R.C.P. 56(e). On the basis of facts the trial court said were undisputed, the trial court decided: (1) Hecla properly terminated the 1984 lease, (2) Hecla did not accept the terms of the 1987 draft, and (3) Star had no leasehold interest in the mine. Star moved for an I.R.C.P. 54(b) certification that the partial judgment was final, which the court granted.

II.

THE I.R.C.P. 54(b) CERTIFICATION WAS PROPER.

Although the parties did not present on appeal the issue of whether the trial court properly certified the partial judgment as final under I.R.C.P. 54(b), the Court questioned the propriety of the certification at oral argument. Because this is a jurisdictional question, we first must resolve our concerns about the certification.

I.R.C.P. 54(b) states, in part:

When more than one claim for relief is presented in an action, whether as a claim, counterclaim, cross-claim, or third party claim, or when multiple parties are involved, the court may direct the entry of a final judgment upon one or more but less than all of the claims or parties only upon an express determination that there is no just reason for delay and upon an express direction for the entry of the judgment.

We recently addressed the applicability of an I.R.C.P. 54(b) certification in Thorn Creek Cattle Ass'n v. Bonz, 122 Idaho 42, 830 P.2d 1180 (1992). In Thorn Creek, the Court held that in a foreclosure action, the liability and deficiency were aspects of the same claim and that an I.R.C.P. 54(b) certification was improper. Id. at 45, 830 P.2d at 1183.

This case is distinguishable from Thorn Creek. The claim for past-due lease payments is separate from Hecla's claims that Star did not have a leasehold interest in the mine based on either the 1984 lease or the 1987 draft. Star owed the delinquent lease payments to Hecla, regardless of whether the 1984 lease had been terminated. Although the 1987 draft rescheduled the payment of the delinquent lease payments, the liability for the delinquent payments arose out of the 1984 lease, not the 1987 draft. As to Hecla's quiet title claim, the declaration that Star did not have a leasehold interest in the mine, in effect, quieted title against Star as to any interest in the mine.

Hecla also requested damages due to the loss of a sale of the mine. If this were merely a request for damages as a coincident part of the declaration of the termination of the 1984 lease and the ineffectiveness of the 1987 draft, an award would have been within the jurisdiction of the trial court. Sweeney v. American Nat'l Bank, 62 Idaho 544, 550-51, 115 P.2d 109, 111 (1941). In that event, we would have concluded that there had not been a full adjudication of the declaratory judgment claims, and we would have concluded that the certification of final judgment pursuant to I.R.C.P. 54(b) was improper.

In the complaint, however, Hecla alleged that in December 1988, when Star signed and returned the 1987 draft, Hecla intended to sell the mine to a purchaser. Hecla alleged that the purchaser had plans to commence mining operations at the mine, but that the purchaser was not able to obtain financing, which was a condition of the sale, "because of the claims by [Star] to an interest in the [mine]."

This request for damages was apparently based on a slander of title claim. See Matheson v. Harris, 98 Idaho 758, 760, 572 P.2d 861, 863 (1977). There is further evidence in the record that the damages requested were based on slander of title. A letter from Star's secretary and treasurer to Bunker dated January 5, 1989, which is attached to the affidavit of Hecla's secretary in support of the motion for summary judgment, states:

Hecla Mining Co. has advised us it does not wish to continue as a lessor of the Star Morning Mine and mill because it hopes to sell its interest in the Mine to your group. As we have advised Hecla we believe we retain rights as a lessee and our position is that any sale of all or a portion of the mine would be subject to our rights as lessee. We have no objection to the sale of Hecla's interest in the property to you so long as our rights are respected.

Because it appears that the request for damages was based on a separate slander of title claim, and not as damages incident to the declaratory judgment, we conclude that this was a separate claim. Therefore, we conclude that the certification of final judgment pursuant to I.R.C.P. 54(b) was proper.

III.

THE AFFIDAVIT OF JAY LAYMAN IN OPPOSITION TO HECLA'S SUMMARY JUDGMENT MOTION DID NOT RAISE GENUINE ISSUES OF MATERIAL FACT CONCERNING WAIVER OR EQUITABLE ESTOPPEL.

Star asserts that the trial court should not have granted summary judgment because the affidavit of Jay Layman and documents submitted by Star in opposition to Hecla's motion contain admissible evidence that raise genuine issues of material fact concerning: (1) whether Hecla waived its right to rely on the 1984 lease, and (2) whether Hecla is equitably estopped from terminating the 1984 lease. We disagree with Star's assertions.

In Crouch v. Bischoff, 78 Idaho 364, 304 P.2d 646 (1956), the Court defined waiver:

A waiver is the intentional relinquishment of a known right. It is a voluntary act and implies election by a party to dispense with something of value or to forego some right or advantage which [the party] might at [the party's] option have demanded and insisted upon.

Id. at 368, 304 P.2d at 649 (citations omitted).

A party asserting waiver must have acted in reliance upon the waiver and altered the party's position. Brand S Corp. v. King, 102 Idaho 731, 734, 639 P.2d 429, 432 (1981).

Waiver is an equitable doctrine based upon fairness and justice. The existence of waiver ordinarily is a question of fact and is foremost a question of intent....