Primera Beef, LLC v. Ward

• Decision Date: 03 February 2020
• Docket Number: Docket No. 46595
• Citation: 166 Idaho 180,457 P.3d 161
• Court: Idaho Supreme Court
• Parties: PRIMERA BEEF, LLC, a Texas Limited Liability Company, Plaintiff-Appellant, v. Allan WARD, Defendant-Respondent.

166 Idaho 180

457 P.3d 161

PRIMERA BEEF, LLC, a Texas Limited Liability Company, Plaintiff-Appellant,

v.Allan WARD, Defendant-Respondent.

Docket No. 46595

Supreme Court of Idaho, Boise, November 2019 Term.

Opinion filed: February 3, 2020

Williams Meservy & Larsen, LLP, Jerome, for Appellant. Kimberly L. Williams argued.

Elam & Burke, PA, Boise, for Respondent. David T. Krueck argued.

MOELLER, Justice

Primera Beef, LLC (Primera Beef) appeals the Cassia County district court's grant of summary judgment in favor of Allan Ward. In the proceedings below, Primera Beef alleged that Ward breached the confidentiality provision of a settlement agreement between him and Primera Beef when Ward's attorney disclosed the terms of the agreement to the prosecutor in a related criminal action. Ward moved for summary judgment, arguing that he was not liable for his attorney's actions because his attorney was not acting within the scope of his authority when he disclosed the terms. The district court agreed. For the reasons stated below, we affirm the decision of the district court.

I. FACTUAL AND PROCEDURAL BACKGROUND

On October 3, 2016, Primera Beef filed a lawsuit against Ward and his company, Little Moo Cattle Company, LLC (Little Moo), relating to the purchase and sale of Wagyu calves procured by Little Moo and purchased by Primera Beef. Ward and Little Moo retained attorney Keith Roark to represent them in the lawsuit.

Approximately one month later, the parties entered into a Settlement Agreement and Mutual Release (Settlement Agreement) to resolve the lawsuit. The Settlement Agreement included the following confidentiality provision:

Except as otherwise required by this Agreement, law, or order of a court of competent jurisdiction, the parties shall keep the terms of this Agreement strictly confidential. The parties further agree that neither shall hereafter disparage the name or character of the other in any way. Each party agrees that it will not make any negative or derogatory comments to the media, to their colleagues, or to any members of the public concerning the other party, or any of their respective past or present officers, members or directors. The remedy for any breach of this provision shall be the recovery of liquidated damages incurred as a result of such breach at the rate of $25,000.00 per occurrence.^{[1 ]}

The Settlement Agreement was signed by Gary D. Slette (attorney for Primera Beef), Dustin Dean (on behalf of Primera Beef), Ward (individually and for Little Moo), and Roark (attorney for Ward and Little Moo). Thereafter, the civil lawsuit was dismissed.

Meanwhile, a criminal action was pending against Ward in Cassia County on charges related to the same facts giving rise to the civil lawsuit. Roark, Ward's attorney in the civil lawsuit, also represented Ward in the criminal action. At some point after the civil lawsuit had been dismissed, Ward asked Roark to determine "whether it would be possible to also have the criminal matter dismissed." Roark then sent a letter to the Cassia County prosecuting attorney, McCord Larsen (Larsen), requesting that he dismiss the pending criminal action since the civil lawsuit had been settled and dismissed. In support of his request, Roark mentioned, in detail, some of the terms of the Settlement Agreement.

On March 13, 2017, Primera Beef filed a new complaint against Ward, alleging that he "breached the Settlement Agreement by his agent's disclosure of the material terms of the Settlement Agreement in violation of the confidentiality provision." Primera Beef learned of the disclosure through Slette, its attorney in the settled civil lawsuit. Apparently Slette had regular telephone conversations with Larsen regarding the pending criminal action. Larsen would discuss with Slette what he perceived were the "mitigating factors in the criminal case," which is when Larsen "began to recite in an almost verbatim fashion the terms of the confidential Settlement Agreement." Larsen informed Slette that he came to possess this information through Roark.

In his answer to the complaint, Ward denied that "Roark was acting as his agent in regard to the civil case" and denied that "he had any knowledge of Mr. Roark's contacts with Mr. Larsen or authorized the same." Accordingly, Ward moved for summary judgment, requesting that the district court dismiss the action because "there is no genuine dispute that [he] did not breach the terms of the Settlement Agreement. Neither he, nor anyone acting with his authority to do so, disclosed the terms of the Settlement Agreement to any person." Thus, Ward claimed that he "cannot be held liable for a disclosure of such terms that he neither made nor authorized." Ward also asserted that the liquidated damages provision in the Settlement Agreement was unenforceable.²

On July 20, 2018, the district court entered its Memorandum Decision Granting Defendant's Motion for Summary Judgment. The court granted summary judgment in Ward's favor because it found that Roark acted without express authority, implied authority, or apparent authority when he disclosed the terms of the Settlement Agreement. Regarding implied authority, the district court held:

Simply because Mr. Roark had been retained and had express authority to represent Ward in the criminal proceedings cannot lead to the legal conclusion that any action taken by Mr. Roark to settle that matter fell within the scope of that express representation or that there was implied authority to take action that could lead to liability for Ward under the Agreement. Instead, Primera must prove that the disclosure of the confidential terms of the Agreement was "necessary, usual, and proper" in the performance of Mr. Roark's duties as Ward's criminal attorney, in order for an action to be maintained under the theory of implied authority. The [c]ourt cannot make such a finding as there is an absence of evidence that such action was necessary, usual, and proper.

On August 21, 2018, Primera Beef filed a motion for reconsideration. After a hearing on the matter, the district court denied the motion.

The district court entered judgment on December 27, 2018, dismissing the action in its entirety. Primera Beef timely appealed from the district court's judgment, Memorandum Decision Granting Defendant's Motion for Summary Judgment, and the Memorandum Decision Denying Plaintiff's Motion for Reconsideration.

II. STANDARD OF REVIEW

"Appeals from an order of summary judgment are reviewed de novo, and this Court's standard of review is the same standard applied by the trial court." Matter of Estate of Smith , 164 Idaho 457, 467, 432 P.3d 6, 16 (2018). Summary judgment is appropriate "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." I.R.C.P. 56(a). "The Court is to liberally construe all disputed facts and draw all reasonable inferences from the record in favor of the nonmovant." Matter of Estate of Smith , 164 Idaho at 467, 432 P.3d at 16. "The movant carries the burden of proving the absence of a genuine issue of material fact." Id. "Summary judgment is appropriate where the nonmoving party bearing the burden of proof fails to make a showing sufficient to establish the existence of an element essential to that party's case." Mackay v. Four Rivers Packing Co. , 145 Idaho 408, 410, 179 P.3d 1064, 1066 (2008).

"[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." Fragnella v. Petrovich , 153 Idaho 266, 276, 281 P.3d 103, 113 (2012). Therefore, "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." Id.

III. ANALYSIS

A. Preliminarily, we hold that Primera Beef did not waive any of its arguments relating to implied authority.

Ward contends that Primera Beef waived all arguments on appeal relating to implied authority because the only type of authority specifically identified in its opening brief is express authority. To support his contention, Ward cites to PHH Mortgage v. Nickerson , wherein we explained that if an appellant fails to "assert his assignments of error with particularity and to support his position with sufficient authority, those assignments of error are too indefinite to be heard by this Court." 164 Idaho 33, 39, 423 P.3d 454, 460 (2018). Primera Beef contends that it did not waive any of its arguments relating to implied authority for two reasons: first, the district court's decision is based entirely upon a legal interpretation of the law of implied authority; and second, its opening brief focuses entirely on the theory of implied authority. We agree with Primera Beef.

Idaho Appellate Rule 35 provides that the arguments of the parties "shall contain the contentions of the appellant with respect to the issues presented on appeal, the reasons therefor, with citations to the authorities, statutes and parts of the transcript and record relied upon." I.A.R. 35(a)(6). This Court has refused to consider an appellant's claims "because he has failed to support them with either relevant argument and authority or coherent thought." Clark v. Cry Baby Foods, LLC , 155 Idaho 182, 185, 307 P.3d 1208, 1211 (2013) (quoting Liponis v. Bach , 149 Idaho 372, 374, 234 P.3d 696, 698 (2010) ). As we have explained on several occasions,

[w]here an appellant fails to assert his assignments of error with particularity and to support his position with sufficient authority, those assignments of error are too indefinite to be heard by the Court. Randall v. Ganz , 96 Idaho 785, 788, 537 P.2d 65, 68 (1975). A general attack on the findings and conclusions of the district court, without specific reference to evidentiary or legal errors, is insufficient

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