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Ogden v. Griffith

June 28, 2010


Appeal from the District Court of the Third Judicial District of the State of Idaho, Owyhee County. Hon. Thomas J. Ryan, District Judge.

The opinion of the court was delivered by: Horton, Justice

2010 Opinion No. 71

The decision of the district court is affirmed.

This case arises from a dispute concerning a real estate contract between Dennis Griffith and Bonnie Porter (Griffith and Porter) and Henry Ogden and Michelle Hurst (Ogden and Hurst). Griffith and Porter contracted to sell Ogden and Hurst two parcels of land totaling 40 acres. The sale was not consummated and Ogden and Hurst filed suit. After settlement negotiations, the parties' attorneys reached an agreement that Griffith and Porter would pay $40,000, secured by a deed of trust, to settle the claims against them. Griffith and Porter subsequently refused to pay the $40,000. Ogden and Hurst moved to enforce the settlement agreement and the district court ruled that the agreement was enforceable.

Griffith and Porter now appeal, arguing that the district court erred in finding that the settlement agreement was enforceable. They further appeal the district court's denial of their summary judgment motion in the underlying lawsuit. Ogden and Hurst request attorney fees and costs on appeal. We affirm and award costs, but not attorney fees, to Ogden and Hurst.


On October 13, 2006, Griffith and Porter entered into an agreement with Ogden and Hurst for the sale of two adjacent parcels of property totaling 40 acres. The agreement had a closing date of November 30, 2006, and contained a "time is of the essence" clause. Ogden and Hurst were unable to secure financing by November 30, 2006. Addendum Number Three was then drafted to extend the closing date to December 8, 2006. Griffith signed the addendum on December 1, 2006, and Porter signed on December 4, 2006. Ogden and Hurst did not sign the addendum. On December 6, 2006, Griffith and Porter notified the title company that the sale would not take place and retrieved the warranty deed. Ogden and Hurst then filed suit, asserting breach of contract, breach of implied covenant of good faith and fair dealing, and seeking an injunction, specific performance, and declaratory judgment.

The parties filed cross-motions for summary judgment. The district court denied both motions, finding that the question whether Griffith's and Porter's signing Addendum Number Three waived their right to claim that payment was due on November 30th was a matter of fact for the jury to decide. Therefore, the district court found summary judgment was improper. Ogden and Hurst moved a second time for summary judgment. This motion was also denied. Ogden and Hurst then brought a motion under I.R.C.P. 59(e) for reconsideration, submitting supplemental affidavits. This motion was likewise denied, although the district court found that "Griffith either knew what his options were regarding the signing of the extension by virtue of the legal advice he and Porter had obtained, or he should have known." The court further found that there were issues of material fact regarding whether Addendum Number Three had been signed under duress and that the trial would therefore proceed.

Around March 3, 2008, counsel for Griffith and Porter met with his clients to discuss how to proceed. Two possible settlement alternatives were discussed. The first was for the property sale to go forward. The second was for payment of $35,000 to be paid to Ogden and Hurst within six months "and said payment would be funded by a loan collateralized by the property." The district judge later made findings of fact that the essential terms of the settlement agreement for payment were communicated and agreed upon.

Specifically, that the Defendants would not be required to pay for a period of six months, and that there would need to be a release of the lis pendens in order to accomplish the goal of the Defendants obtaining a loan in the amount agreed upon. At least one witness, Mr. Hendricks, indicated that the issue of an interest amount was discussed. In addition, it appears that the issue of a deed of trust being executed by the Defendants was discussed.

On March 5, 2008, Griffith and Porter were contacted by their attorney again. The attorney stated that Ogden and Hurst would agree to a $40,000 payment, rather than the $35,000 payment discussed earlier. Griffith replied "that if [he] could borrow $35,000 that [he] could borrow $40,000." Porter states that she originally did not want to enter into the settlement but that she was told by her attorney that such a stance would create a conflict of interest between her and Griffith and that, should she want to pursue the matter, she would need to hire separate counsel. She then agreed to the settlement.

Based on these discussions, the attorneys for the parties arrived at an oral settlement, where Griffith and Porter "agreed to pay $40,000, within six months of the agreement, at an interest rate of six percent, the payment to be secured by a deed of trust." A witness to the negotiations stated that before the settlement was reached, counsel for Griffith and Porter called [Griffith] first and he was agreeable to the terms of the settlement, saying "Okay that's good." [Counsel] then called [Porter] who asked if they still cannot clear the property to obtain a loan. [Counsel] replied that the litigation will not impede the procuring of a loan. [Porter] then replied that "whatever [Griffith] wanted to do, I am fine with it."

Later in the day on March 5, 2008, counsel for Griffith and Porter sent a letter which purported to "confirm our oral settlement agreement reached today." As the trial was scheduled to begin on March 6, 2008, Ogden and Hurst notified the court and the trial was vacated. On March 26, 2008, counsel for Griffith and Porter sent an email with an attached deed of trust and promissory note stating "[i]f the [sic] meet with your approval I will get my clients' signature thereon." Later in the day, counsel for Ogden and Hurst responded that "[t]hese will work." However, after being asked to sign the various documents, Griffith left a message for his attorney that reads:

3/27 -- "not ready to sign." Seeking legal counsel elsewhere. "Don't take much stock in [counsel's] advice any more." "Give us a few days ...

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