Hall v. Forsloff

864 P.2d 609, 124 Idaho 771, 1993 Ida. LEXIS 180
CourtIdaho Supreme Court
DecidedNovember 19, 1993
DocketNo. 20024
StatusPublished
Cited by2 cases

This text of 864 P.2d 609 (Hall v. Forsloff) is published on Counsel Stack Legal Research, covering Idaho Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hall v. Forsloff, 864 P.2d 609, 124 Idaho 771, 1993 Ida. LEXIS 180 (Idaho 1993).

Opinion

McDEVITT, Chief Justice.

BACKGROUND

On February 24,1987, Gary Hall (“Hall”) purchased the business known as Professional Business Systems (“PBS”) from John and Liz Forsloff (“Forsloff”). On February 23, 1990, Hall filed a three count complaint against the Forsloffs concerning the sale of PBS. Count I of the complaint alleged breach of contract on the basis that the Forsloffs failed to provide Hall with the assets they promised. Count II alleged that the Forsloffs fraudulently represented the financial status of PBS, that the For-sloffs knew the representations were false, and that Hall relied upon the representations. Count III of the complaint, which requested punitive damages based on the alleged fraud of the Forsloffs, was stricken from the record by stipulation of the parties. In their answer, the Forsloffs generally denied Hall’s allegations and asserted various defenses, one of which was that the action was barred under the doctrine of res judicata. The Forsloffs filed a motion for summary judgment on July 31, 1991.

In support of their motion, the Forsloffs filed the affidavit of John Forsloff. The affidavit stated that the Forsloffs had previously brought an action against Hall concerning the sale of PBS and the nonpayment of various PBS debts guaranteed by the Forsloffs which Hall agreed to assume. That litigation resulted in a judgment entered in favor of the Forsloffs. Incorporated into the judgment was a “Novation or Indemnification Agreement” between the Forsloffs and Hall wherein Hall/PBS agreed to apply for a novation on all the debts guaranteed by the Forsloffs. The agreement also provided that if a novation was denied or did not occur, Hall individually and on behalf of PBS, agreed to indemnify the Forsloffs against any future claims regarding the debts. Based on the judgment and the agreement, the Forsloff affidavit requested that summary judgment be granted on the basis that Hall’s action was barred under the doctrine of res judicata.

Hall filed an affidavit in opposition to the motion for summary judgment which restated that the Forsloffs, through various business records and personal statements, made certain misrepresentations regarding the net worth, accounts receivable, accounts payable, and other indicators of the profitability of PBS. The affidavit also stated that Hall did not become aware of these misrepresentations until after judgment was entered in the first suit and that Hall could not have discovered the misrepresentations earlier through reasonable diligence. Finally, Hall’s affidavit stated that the Forsloffs’ claim was brought because of Hall’s failure to pay debts which he assumed with the purchase of PBS, and that the novation agreement only applied to the issues and matters regarding those debts.

After a hearing on the matter, the trial court filed its “Opinion RE Motion for Summary Judgment,” granting the Forsloffs’ motion for summary judgment. The trial court found that, although collateral estop-pel (issue preclusion) did not apply, the second suit between Hall and the Forsloffs involved the same transaction as the first suit. Therefore, under the so called Joyce rule, announced in Joyce v. Murphy Land & Irrigation Co., 35 Idaho 549, 208 P. 241 (1922), and articulated in Aldape v. Akins, 105 Idaho 254, 668 P.2d 130 (Ct.App.1983), the doctrine of res judicata (claim preclusion) acted to bar Hall’s claims.

Hall filed a motion for reconsideration of the trial court’s decision. The trial court denied the motion, stating:

In the case at bar, the uncontroverted fact that the plaintiff had operated the business for ten months after it was sold [773]*773to him, coupled with the execution of the detailed novation agreement after the business had been operated by the plaintiff for approximately ten months, operates to shift the burden of production to the plaintiff. The novation agreement, to which the plaintiff was a party, expressly incorporated documents describing the financial status of the business, including balance sheets and income statements. The plaintiff has failed to meet this burden of production by failing to allege facts in the record which would show that the status and outstanding obligations of the business were different from the representations contained in the documents incorporated in the novation.

Hall appeals from the trial court’s order granting summary judgment to the For-sloffs. The sole issue before this Court is whether the trial court erred in determining that Hall’s claims are barred under the doctrine of res judicata.

ANALYSIS

In an appeal from a motion for summary judgment, our standard of review is the same as the standard used by the trial court, which is to determine from all the pleadings, depositions, admissions and affidavits, whether there is a genuine issue as to any material fact and whether the moving party is entitled to a judgment as a matter of law. I.R.C.P. 56(c); Haessly v. Safeco Tittle Ins. Co., 121 Idaho 463, 825 P.2d 1119 (1992); Ray v. Nampa School Dist. No. 131, 120 Idaho 117, 814 P.2d 17 (1991). In making such a determination, this Court liberally construes the facts and existing record in favor of the non-moving party. Ray v. Nampa School Dist. No. 131, 120 Idaho 117, 814 P.2d 17 (1991). The burden of proving the absence of material facts is upon the moving party. East Lizard Butte Water Corp. v. Howell, 122 Idaho 679, 837 P.2d 805 (1992).

Preliminarily, we agree with the trial court that this case is not a case involving collateral estoppel (issue preclusion). This case does not involve a relitigation of identical issues. Rather, this case involves the doctrine of res judicata (claim preclusion). In Diamond v. Farmers Group, 119 Idaho 146, 804 P.2d 319 (1990), this Court reaffirmed the “transactional” approach to claim preclusion meaning that “in an action between the same parties upon the same claim or demand, the former adjudication concludes parties and privies not only as to every matter offered and received to sustain or defeat the claim but also as to every matter which might and should have been litigated in the first suit.” 119 Idaho at 150, 804 P.2d at 323 (citing Joyce v. Murphy Land Co., 35 Idaho 549, 208 P. 241 (1922)). In other words, “a valid and final judgment rendered in an action extinguishes all claims arising out of the same transaction or series of transactions out of which the cause of action arose.” Diamond, 119 Idaho at 150, 804 P.2d at 323. “The ‘sameness’ of a cause of action for purposes of application of the doctrine of res judicata is determined by examining the operative facts underlying the two lawsuits.” Diamond, 119 Idaho at 149, 804 P.2d at 322 (citing Houser v. Southern Idaho Pipe & Steel, Inc., 103 Idaho 441, 649 P.2d 1197 (1982)).

In this case, the operative facts underlying the two lawsuits is the sale of PBS.

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Cite This Page — Counsel Stack

Bluebook (online)
864 P.2d 609, 124 Idaho 771, 1993 Ida. LEXIS 180, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hall-v-forsloff-idaho-1993.