Safaris Unlimited, LLC v. Von Jones

• Decision Date: 17 July 2015
• Docket Number: No. 42614.,42614.
• Citation: 353 P.3d 1080,158 Idaho 846
• Court: Idaho Supreme Court
• Parties: SAFARIS UNLIMITED, LLC, a Georgia limited liability company, Plaintiff–Respondent, v. Mike VON JONES, Defendant–Appellant.

158 Idaho 846

353 P.3d 1080

SAFARIS UNLIMITED, LLC, a Georgia limited liability company, Plaintiff–Respondent,

v.Mike VON JONES, Defendant–Appellant.

No. 42614.

Supreme Court of Idaho, Twin Falls, June 2015 Term.

July 17, 2015.

Jeffrey E. Rolig P.C., Twin Falls, attorney for appellant.

Worst, Fitzgerald & Stover, PLLC, Twin Falls, attorneys for respondent.Louis V. Spiker argued.

W. JONES, Justice.

I.NATURE OF THE CASE

AppellantMike Von Jones arranged to hunt big game in Zimbabwe, Africa, with HHK Safaris (Pvt.) Ltd. ("HHK").Jones went on the hunt and received an invoice for $26,040.00 from RespondentSafaris Unlimited LLC("Safaris Unlimited").Jones then refused to pay Safaris Unlimited for the hunt.As a result, Safaris Unlimited filed a suit for breach of contract.Jones responded that he arranged and engaged in the hunt with HHK, not Safaris Unlimited, and therefore he had no contractual relationship with Safaris Unlimited for payment.He further alleged that he was entitled to offset any amount owed for the hunt with the value of certain trophy items from the hunt and an earlier hunt.Safaris Unlimited moved for summary judgment.The district court granted its motion and entered judgment in favor of Safaris Unlimited.Jones appeals to this Court.We vacate and remand.

II.FACTUAL AND PROCEDURAL BACKGROUND

Safaris Unlimited is a Georgia limited liability company.HHK is a private limited corporation organized under the laws of Zimbabwe.The chain of ownership is as follows: (1) Safaris Unlimited is owned entirely by C. Martin Wood, III; (2) Wood owns fifty percent of Bulawayo Trading Company(Pvt) Limited (also a private limited corporation organized under the laws of Zimbabwe); and (3)Bulawayo Trading Company owns forty percent of HHK.Jennifer Ryan is the general manager of Safaris Unlimited, and Graham Hingeston is one of the owners and the day-to-day manager of HHK.

Safaris Unlimited operates as a broker or booking agent for HHK.Other than the actual hunting services provided by HHK, Safaris Unlimited coordinates and assists on all details of the hunt, such as accommodations, transportation, and permits.According to Hingeston, HHK requires that the client pay Safaris Unlimited for the services provided by HHK in all instances.In exchange for the client's agreement to pay Safaris Unlimited, HHK provides the hunting services.HHK does not provide hunting services except with Safaris Unlimited, and Safaris Unlimited only conducts business with HHK.As explained by Ryan, "In the normal course of business, Safaris Unlimited is entitled to the difference between HHK's cost to provide safari and big game hunting services and the price charged the client by Safaris Unlimited."Ryan attached to her affidavit the service agreement between Safaris Unlimited and HHK.Particularly relevant here, the financial management agreement of the parties provides:

Whereas HHK is in the hunting safari business and agrees to engage SU [Safaris Unlimited] as a financial service agent for the sole purpose of coordinating safari bookings and payments from booking agents, companies and individuals worldwide....SU shall be fully responsible for collection of all deposits, remaining balances and trophy fees.Deposits shall be collected for confirmation of a safari.Remaining balances of daily rates shall be collected prior to commencement of the safari and trophy fees shall be collected within 10 days of the completion of the safari.All funds collected on behalf of HHK shall be forwarded timely on request.

From November 22, 2012, to December 1, 2012, Jones engaged in a safari and hunt of big game with HHK in Zimbabwe.According to Jones's interrogatory responses, he shot a trophy elephant, a tuskless elephant, and a buffalo on the 2012 hunt.Jones has engaged in two earlier hunts with HHK, one in 2010 and one in 2011.For both of these earlier hunts, Jones paid Safaris Unlimited with a cashier's check after receiving an invoice from Safaris Unlimited.

To arrange the 2012 hunt, Jones directly contacted Hingeston with HHK.Jones testified, "Yes, I was aware that [HHK] used [Safaris Unlimited] for a booking agent ... previously.But not on the 2012 hunt."In his deposition, Jones explained that the 2012 hunt was "different" than the two earlier hunts because he"had no contact with [Safaris Unlimited] whatsoever."In the two earlier hunts, Jones identified his contact with Safaris Unlimited as his payment to Safaris Unlimited for the hunts with HHK and possibly some contact with Ryan.Although Jones could not remember "for sure,"he testified in his deposition that Hingeston had him contact Ryan on at least one of the two previous hunts.According to Jones, this contact was probably an email about the invoice for the hunt.

After the 2012 hunt, on December 6, 2012, Ryan emailed Jones an invoice in the amount of $26,550.00.In response via email, Jones disputed a charge on the invoice (for a cameraman) and also informed Ryan that he had "some serious issues with the quality of service" on the 2012 hunt.Ryan then emailed Jones a new invoice for $26,040.00, removing the disputed charge.Over the next two months, Ryan sent Jones four emails asking him to pay the amount owed for the hunt.In Ryan's last email, she informed Jones that she would be turning over his account to Safaris Unlimited's attorneys for collection.Jones did not respond to these four emails.On May 1, 2013, counsel for Safaris Unlimited sent a demand letter to Jones for payment.

On June 28, 2013, Safaris Unlimited filed a complaint against Jones for breach of contract and sought $26,040.00 in damages plus interest.

On January 6, 2014, Jones answered.Jones admitted that Safaris Unlimited sent an invoice.He also admitted that he had not paid the invoice.He denied, however, that he owed the invoiced amount to Safaris Unlimited.He alleged that Safaris Unlimited was not the real party in interest and that Safaris Unlimited was acting as the collection agency for the real party in interest, HHK, in violation of the Idaho Collection Agency Act (ICAA).As an affirmative defense, he asserted that he was entitled to offset the amount owed with (1) the value of trophy-sized elephant tusks and a buffalo trophy from the 2012 hunt and (2) trophy animals and tusks from the earlier hunt in 2010.According to Jones, he did not receive these trophy items after the hunts.

On July 14, 2014, Safaris Unlimited moved for summary judgment.Along with other evidence, as discussed above, Safaris Unlimited presented another invoice for the 2012 hunt.This second invoice was issued by Safaris Unlimited for a total amount of $26,040.00, and it had a signature on the bottom from "M. Von Jones."A licensed professional hunter employed by HHK stated in an affidavit that he presented Jones with this invoice at the end of the 2012 hunt.He also claimed that Jones signed the invoice in his presence.Relying on this invoice, Safaris Unlimited argued that Jones was contractually obligated to pay Safaris Unlimited for the hunt.Safaris Unlimited contended that HHK, as a third party, provided the consideration for Jones's obligation to pay Safaris Unlimited.Safaris Unlimited also argued that it was not subject to the ICAA, but, even if it was, Safaris Unlimited qualified for an exemption.Finally, Safaris Unlimited argued that Jones was not entitled to any offset for the value of certain trophy items because federal and international regulations prohibited the use of the trophy items for commercial purposes.

On August 18, 2014, Jones responded in opposition to Safaris Unlimited's motion.Jones argued that he had a contract with HHK, not Safaris Unlimited.Citing to his deposition testimony, Jones denied that he viewed or signed the second invoice.He claimed that the second invoice did not create any contractual relationship with Safaris Unlimited.He also argued that Safaris Unlimited was acting as a collection agency and was not subject to an exemption to the ICAA.Lastly, Jones argued that he was entitled to substantial offsets.He contended that he was entitled to an offset for the 2012 hunt for the following reason:

Unfortunately, contrary to what had been agreed, [Jones] was forced to share the camp with nine South Africans, who were extremely noisy, drunk and overbearing most of the time.The South Africans consumed all the food and drank all the Cokes and other drinks.The camp also ran out of diesel fuel.[Jones] left the site early.¹

Jones also contended that "he has not received tens of thousands of dollars worth [sic] of ivory from the 2010 and 2012 hunts."He argued that whether Safaris Unlimited or HHK could sell the trophies was irrelevant because he was deprived of the value and benefit of those items.

On September 2, 2014, the district court heard oral argument on Safaris Unlimited's motion for summary judgment.The district court then pronounced its decision on the record.The district court summarily found that the facts were undisputed.The district court then determined:

Safari is owned by Mr. Wood, and Safari owns 50 percent of the Bulawayo Company, which owns 40 percent of the HHK Company, clearly related entities in this case, which I think satisfy the criteria under the Idaho Collection [ ][Agency]Act which allows Safaris to bring this lawsuit in their name, albeit the hunting party, if you will, was HHK.

In short, the district court ruled that Safaris Unlimited did not violate the ICAA by seeking payment from Jones for the hunting services provided by HHK.

Next, the district court determined the amount owed by Jones:

There seems to be no dispute as to the value of the hunt: The 26,000 and some odd dollars are set forth in the invoice.I come to that conclusion for two reasons.Number one, though I agree that the mere presentation of an invoice to a party with their responding signature doesn't, in and itself, establish a contract, in this case that establishes a, I think, an

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