Intermountain Forest Management, Inc. v. LOUISIANA-PACIFIC CORP., 24988.

• Decision Date: 31 August 2001
• Docket Number: No. 24988.,24988.
• Parties: INTERMOUNTAIN FOREST MANAGEMENT, INC., a Utah corporation, Plaintiff-Appellant, v. LOUISIANA PACIFIC CORPORATION, a Delaware corporation, Defendant-Respondent.
• Court: Idaho Supreme Court

31 P.3d 921

136 Idaho 233

INTERMOUNTAIN FOREST MANAGEMENT, INC., a Utah corporation, Plaintiff-Appellant, v. LOUISIANA PACIFIC CORPORATION, a Delaware corporation, Defendant-Respondent.

No. 24988.

Supreme Court of Idaho, Idaho Falls, May 2001 Term.

August 31, 2001.

Moore, Smith, Buxton & Turcke, Boise; Haglund & Kirtley, Portland, for appellant. Scott W. Horngren, argued.

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

TROUT, Chief Justice.

This is an appeal from the district judge's grant of summary judgment denying the existence of a logging contract between Idaho Forest Management ("IFM") and Louisiana Pacific Corp. ("L-P").

I. FACTUAL AND PROCEDURAL BACKGROUND

On October 3, 1997, IFM brought suit against L-P for breach of a logging contract. IFM alleges it entered into a logging contract with L-P in September 1996 to log 6,000 tons of green saw logs. IFM alleges L-P repudiated the contract costing IFM $32,000 in lost profits. L-P denied the existence of the contract on the grounds that it had never executed the agreement.

In 1996 L-P entered into a written agreement with SMF Resources ("SMF") to log timber on the Wolverine Tract in Bingham County. SMF stopped work in the area due to financial difficulties. Gary Briggs ("Briggs"), IFM's President, was working for SMF on the Wolverine Tract job when work stopped. Briggs contacted Laurie Stone ("Stone"), L-P's forester on the Wolverine sale, proposing that IFM finish logging the Wolverine Tract on the same terms as the SMF contract. Following the conversation, Stone and Briggs met and Stone presented an unsigned form contract containing the proposals made by Briggs. Briggs signed the document without making any changes. In his deposition, Briggs admits he was aware Stone had no authority to bind L-P on the contract, the contract was unsigned at the time Briggs signed it, and Stone had to take the contract back to L-P for a signature. The contract presented to Briggs had a blank signature line on the front page with the title "Forest Resources & Fiber Procurement Mgr" underneath it.¹ The contract was never executed by anyone on behalf of L-P. After signing the contract, Briggs arranged to send, and L-P received, certificates of proof of insurance, purchased rain gear for two of the crew members, and claims his crew removed about six loads of logs from the sale area, delivered them to L-P's mills, and L-P accepted the loads.²

L-P filed a motion for summary judgment, arguing the lack of signature on the contract, and therefore, the lack of mutual assent, precludes the formation of a contract as a matter of law. IFM responded with a cross-motion for partial summary judgment arguing that despite the lack of a signature, a contract was formed between L-P and IFM for completion of the Wolverine Timber Sale. The district judge granted summary judgment in favor of L-P, finding there was no mutual assent to enter into a contract absent the signing of the actual contract document by both parties.

II. STANDARD OF REVIEW

On appeal from the grant of a motion for summary judgment, this Court employs the same standard as used by the district judge originally ruling on the motion. Wensman v. Farmers Ins. Co. of Idaho, 134 Idaho 148, 151, 997 P.2d 609, 612 (2000)(citing McKay v. Owens, 130 Idaho 148, 152, 937 P.3d 1222, 1226 (1997)). 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). Where the parties have filed cross-motions for summary judgment relying on the same facts, issues and theories, the parties effectively stipulate that there is no genuine issue of material fact that would preclude the district court from entering summary judgment. Davis v. Peacock, 133 Idaho 637, 640, 991 P.2d 362, 365 (1999) (citations omitted). However, the mere fact that both parties move for summary judgment does not in and of itself establish that there is no genuine issue of material fact. Kromrei v. AID Ins. Co., 110 Idaho 549, 551, 716 P.2d 1321 (1986)(citing Casey v. Highlands Ins. Co., 100 Idaho 505, 507, 600 P.2d 1387, 1389 (1979)

). The fact that the parties have filed cross-motions for summary judgment does not change the applicable standard of review, and this Court must evaluate each party's motion on its own merits. Stafford v. Klosterman, 134 Idaho 205, 207, 998 P.2d 1118, 1119 (2000)(citing Bear Island Water Ass'n, Inc., v. Brown, 125 Idaho 717, 721, 874 P.2d 528, 532 (1994)).

Neither party in this case made a demand for a jury trial. When an action will be tried before the court without a jury, the trial court as the trier of fact is entitled to arrive at the most probable inferences based upon the undisputed evidence properly before it and grant the summary judgment despite the possibility of conflicting inferences. Id. (citing Brown v. Perkins, 129 Idaho 189, 191, 923 P.2d 434, 436 (1996); Loomis v. Hailey, 119 Idaho 434, 437, 807 P.2d 1272, 1275 (1991)). The test for reviewing the inferences drawn by the trial court is whether the record reasonably supports the inferences. Id. (citing Walker v. Hollinger, 132 Idaho 172, 176, 968 P.2d 661, 665 (1998); Riverside Development Co. v. Ritchie, 103 Idaho 515, 518-19, 650 P.2d 657, 660-61 (1982)).

III. DISCUSSION

A. The district judge did not err in granting summary judgment to Louisiana-Pacific.

L-P moved for summary judgment arguing it did not have a formal contract with IFM and therefore IFM is not entitled to recover on a breach of contract claim. L-P argues the undisputed facts in the record establish the absence of a genuine issue of material fact regarding the lack of mutual assent between the parties. Specifically, L-P points to the facts in the record that establish; 1) Briggs contacted Stone, L-P's forester on the Wolverine sale, proposing that IFM finish the Wolverine sale on the same terms as the SMF contract; 2) Following the conversation, Briggs and Stone met and Stone presented an unsigned form contract containing the proposals made by Briggs; 3) Briggs signed the document; 4) Briggs knew Stone did not have the authority to sign the contract; 5) Briggs knew Stone was going to take the contract "back for a signature and mail [Briggs] a copy"; 6) The contract itself reveals it was to be signed by the "Forest Resources & Fiber Procurement Mgr."

The record is clear that the contract was never executed by L-P. Because L-P has challenged an element of IFM's case, the burden shifts to IFM to come forward with sufficient evidence to create a genuine issue of fact on that element of their case. Smith v. Meridian Joint School Dist. No. 2, 128 Idaho 714, 719, 918 P.2d 583, 588 (1996). It is uncontroverted that no representative of L-P ever executed the contract; therefore, even drawing all inferences in favor of IFM, there are no genuine issues of material fact in dispute regarding the lack of execution of a formal contract and the district judge did not err in granting L-P summary judgment on this issue.

B. The district judge did not err in denying IFM's cross-motion for summary judgment.

Although summary judgment was properly granted regarding the lack of formation of a formal contract, this Court must separately consider IFM's motion for summary judgment, which argues that despite the lack of signature by L-P, a contract was nevertheless formed.

1. The district judge did not err by failing to make the appropriate findings of undisputed fact.

IFM argues there are no genuine issues of material fact to preclude summary judgment; however, IFM argues the district judge erred by failing to make numerous findings of undisputed fact that would have led to a grant of summary judgment in their favor. IFM cites Pope v. Intermountain Gas Co., 103 Idaho 217, 646 P.2d 988 (1982) as the applicable standard for reviewing a trial court's duty to prepare and make findings of fact and argues that lack of findings may be disregarded on appeal only if the record is clear and yields an obvious answer to the relevant factual questions; otherwise the failure to make findings of fact on material issues affecting the judgment requires the judgment to be set aside. Id. at 225, 646 P.2d at 996. IFM's reliance on Pope for the trial court's duty to make findings of fact, and our standard or review, is misplaced. Pope involved a case on appeal from a judgment after trial where the court sat as the trier of fact. In the case at hand, the district judge was not the trier of fact during a trial but was ruling on a summary judgment motion. Although, as the ultimate trier of fact, the district judge is allowed on summary judgment to arrive at the most probable inferences based upon the undisputed evidence properly before him, the district judge does not make "findings of fact." This Court exercises free review over the entire record that was before the district judge to determine whether either side was entitled to judgment as a matter of law and reviews the inferences drawn by the district judge to determine whether the record reasonably supports those inferences. Clark v. State Dept. of Health and Welfare, 134 Idaho 527, 5 P.3d 988 (2000). Based on this review, we find the district judge did not err by failing to recognize undisputed facts in the record. In addition, as discussed below, the record reasonably supports the inferences drawn by the district judge in denying IFM's motion for summary judgment.

2. The district judge correctly ruled there was no contract formed between the parties.

IFM argues summary judgment should have been granted in its favor because the undisputed facts establish, as a matter of law, that L-P's presentation of the contract for signature by Briggs was an "offer" and Briggs' unconditional acceptance formed a binding contract, citing RESTATEMENT (SECOND)...