Alumet v. Bear Lake Grazing Co.

812 P.2d 286, 119 Idaho 979, 1989 Ida. App. LEXIS 166
CourtIdaho Court of Appeals
DecidedAugust 17, 1989
DocketNos. 17212, 17219, 17316 and 17655
StatusPublished
Cited by4 cases

This text of 812 P.2d 286 (Alumet v. Bear Lake Grazing Co.) is published on Counsel Stack Legal Research, covering Idaho Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Alumet v. Bear Lake Grazing Co., 812 P.2d 286, 119 Idaho 979, 1989 Ida. App. LEXIS 166 (Idaho Ct. App. 1989).

Opinion

BURNETT, Judge.

These consolidated appeals arise from a long and bitter dispute over a phosphate mining lease in eastern Idaho. We previously examined the controversy in Alumet v. Bear Lake Grazing Co., 112 Idaho 441, 732 P.2d 679 (Ct.App.1986) (Alumet I). There, we held that the controlling question was whether the lessee had satisfied an implied covenant to engage in active mining. On remand, the district court found that the lessee had failed to do so. [981]*981The court adjudged the lessee to be in default and specified the performance necessary to effect a cure. Today we affirm that judgment, together with orders entered while these appeals were pending.

Our opinion consists of three parts. First, we summarize the background facts, our decision in Alumet I and the course of the litigation on remand. Second, we address the factual and legal issues raised concerning the implied covenant. Finally, we discuss the postjudgment orders which have been challenged on appeal.

I

The underlying facts are complex. They were presented below in numerous hearings. The district court received 84 exhibits and compiled ten volumes of clerk’s record or reporter’s transcript. Although the parties’ capable attorneys have endeavored to make the case digestible on appeal, the briefs encompass more than two hundred pages — in addition to the briefs previously filed in Alumet I. Accordingly, in the discussion to follow, we focus only on the most salient facts.

A

In 1964, John D. Archer and his wife entered into an agreement with the Bear Lake Stockmen’s Association for a lease of certain property owned by the Association. Archer intended to develop a phosphate mine. In 1974, he assigned the lease to Alumet, a partnership consisting of several large national corporations. Archer retained, in trust for his daughter, a right to royalties beyond those paid to the Association. Eventually, the Association evolved into the Bear Lake Grazing Company. Thus, the ultimate alignment of the parties was Bear Lake as the lessor, Alumet as the lessee, and Archer as the predecessor lessee with a residual interest in the leasehold.

The lease initially provided for a ten-year primary term, which later was extended to fifteen years. It required the lessee to pay an annual base rent of $310 and a royalty of $.25 per ton for all ore removed. Because the yearly rent was deductible from the royalties, it was actually a royalty advance. The lease provided that if at the end of the extended primary term, the lessee was conducting mining operations and producing ore “so as to obligate [itself] to pay royalties to Lessors,” the lease would be extended “for so long as Lessee shall continue to mine from the leased premises.” The lease required the lessor to provide written notice of any default, and it allowed a thirty-day period for cure.

Until 1978, Archer and Alumet conducted exploratory studies but extracted no ores and paid no royalties other than the annual minimum of $310. From 1978 to 1983, Alumet engaged in a meager level of mining; the royalty payments totaled only about $9,000 during this entire period. In 1984, Bear Lake decided the lease had not been performed in good faith. Bear Lake served a notice of termination upon Alumet. In response, Alumet filed this suit, seeking a declaratory judgment that it was entitled to remain in possession under the lease. Bear Lake counterclaimed for a declaration of forfeiture and for other relief.

At trial, the district judge ruled that the lease contained an express covenant to develop the mine and to generate “substantial” royalties. The judge found that the leased property contained a known ore body of 21,000,000 tons, representing $5,275,000 in potential royalties at $.25 per ton. The judge then drew an analogy to Archer v. Mountain Fuel Supply Co., 102 Idaho 852, 642 P.2d 943 (1982). In that case, our Supreme Court described as “substantial” a lessor’s receipt, over a ten-year period, of royalties equal to six percent of the estimated royalty value of an ore body. Based on this analogy, the judge held in the present case that Bear Lake was entitled to at least 0.6% annually of the royalty value of $5,275,000 — that is, $31,650 per year. The judge gave Alumet thirty days to cure its default by mining sufficient ore to generate $31,650 in royalties. All parties appealed the judgment, leading to our decision in Alumet I.

B

We held in Alumet I that the district court had erred in postulating an express [982]*982covenant to generate “substantial” royalties by active mining. No express language in the lease supported that determination. We also disapproved the flawed analogy to Archer. Nevertheless, we observed that “the district court’s analysis does reflect the obvious conclusion that development of a mine was contemplated by the parties.” 112 Idaho at 445, 732 P.2d at 683. We held that the lease contained an implied covenant to mine the premises actively. The case was remanded to the district court for a specific determination of the level of mining required by this implied covenant. We also instructed the judge to fix a reasonable time for a cure if he found that Alumet had defaulted by failing to satisfy the implied covenant.

The district judge found the implied covenant to be more rigorous than the postulated express covenant. Upon evidence that Alumet had contemplated extracting at least one million tons of ore every year, the judge quantified the implied covenant at one million tons annually. Finding that Alumet’s performance had been deficient, he allowed one year for a cure. During this period, Alumet would not be required to remedy any prior shortfalls, but would be required to meet the million ton obligation.

Judgment was entered on October 23, 1987, triggering a cure period that would end in October, 1988. All parties appealed. Alumet asserted that a one million ton obligation was too much. Bear Lake contended that one year was too long. Archer, facing an economic loss if the lease were terminated, took sides with Alumet. The appeals by Alumet and Archer were docketed as numbers 17212 and 17219, respectively. Bear Lake’s cross-appeal was filed under both numbers.

C

The district court entered its judgment on remand without a second trial. The parties had agreed to re-submit the case on the existing evidence and on additional briefs. However, the parties became embroiled in disputes on other procedural matters. Approximately one month before entry of the October 1987 judgment, Bear Lake sought and obtained a temporary restraining order (TRO) preventing Alumet from extracting any ore unless it provided a full accounting and refrained from cutting timber or destroying fences. Upon learning that the judge had issued the TRO, Alumet moved unsuccessfully to disqualify him in all further proceedings. Approximately two weeks later, after conducting a hearing, the judge issued a preliminary injunction that actually relaxed many of the restrictions contained in the TRO. Nevertheless, Alumet continued to feel aggrieved by the TRO proceedings and by the judge’s refusal to disqualify himself. Alumet eventually raised these points as issues in its appeal from the October 1987 judgment.

The case became even more contentious after the October 1987 judgment was entered.

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Related

Independence Lead Mines Co. v. Hecla Mining Co.
137 P.3d 409 (Idaho Supreme Court, 2006)
Alumet v. Bear Lake Grazing Co.
812 P.2d 253 (Idaho Supreme Court, 1991)

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Bluebook (online)
812 P.2d 286, 119 Idaho 979, 1989 Ida. App. LEXIS 166, Counsel Stack Legal Research, https://law.counselstack.com/opinion/alumet-v-bear-lake-grazing-co-idahoctapp-1989.