Houghland Farms, Inc. v. Johnson

803 P.2d 978, 119 Idaho 72, 1990 Ida. LEXIS 203
CourtIdaho Supreme Court
DecidedDecember 27, 1990
DocketNo. 18406
StatusPublished
Cited by77 cases

This text of 803 P.2d 978 (Houghland Farms, Inc. v. Johnson) 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
Houghland Farms, Inc. v. Johnson, 803 P.2d 978, 119 Idaho 72, 1990 Ida. LEXIS 203 (Idaho 1990).

Opinions

JOHNSON, Justice.

This is a breach of contract case that also raises issues concerning personal jurisdiction under our long-arm statute, I.C. § 5-514(a) (1990), and under the due process clause of the fourteenth amendment to the United States Constitution. We conclude that the trial court should have granted a motion to dismiss for lack of [73]*73personal jurisdiction. In doing so, we find it necessary to overrule Beco Corp. v. Roberts & Sons Constr. Co., 114 Idaho 704, 760 P.2d 1120 (1988), to the extent that it conflicts with Burger King Corp. v. Rudzewicz, 471 U.S. 462, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985).

I.

THE BACKGROUND AND PRIOR PROCEEDINGS.

Phillip W. Johnson was a loan broker who resided in Salt Lake City, Utah and did business as Anchor Financial Services. Houghland Farms, Inc. (HFI) was an Idaho corporation. HFI owned an ice manufacturing plant in Arizona known as Diamond Mine Ice. HFI also operated farms in Idaho. Porter Houghland (Houghland) was the president of HFI and resided in Arizona.

In October 1987, Johnson wrote a letter from Utah to Houghland in Arizona, stating that Johnson had several lenders in Colorado who would be interested in refinancing $1,500,000.00 which HFI owed for the purchase of Diamond Mine Ice. In November 1987, Johnson visited Arizona to inspect the assets of Diamond Mine Ice. These assets were the proposed collateral for the refinancing. Shortly thereafter, Johnson called representatives of HFI in Idaho by telephone to arrange a visit to farms of HFI in Idaho. In December 1987, Johnson visited one of HFI’s farms in Idaho and then sent a letter to representatives of HFI in Idaho. The letter concluded: “I look forward to formally submitting your loan request as soon as I receive the October 31, 1987 year end financial statement.” Johnson also contacted various Idaho banks to procure statistical information regarding HFI.

In December 1987, Johnson sent a loan proposal to Houghland in Arizona. This proposal provided for a loan of $1,200,-000.00 to HFI from a Colorado lender, with Houghland and his wife as guarantors. The collateral for the loan was a first mortgage on the assets of Diamond Mine Ice in Arizona. HFI had purchased these assets for $1,750,000.00. The loan was to be limited to sixty-nine percent of the value of the collateral. The proposal stated that the lender might require an appraisal of the collateral prior to funding. Johnson was to receive a one and one-half percent broker’s fee at the time of closing, from which he was to pay a fee to Financial Management Group of Boise, Idaho. HFI was to pay Johnson $9,000.00 from the broker’s fee at the time of HFI’s acceptance of the proposal. The proposal stated: “This fee is refundable if the lender does not approve and fund the loan. If the lender approves the loan under the terms above and the transaction does not close through no fault of lender, the fee shall be considered earned.” Houghland signed the loan proposal on behalf of HFI and sent Johnson a check for $9,000.00 drawn on HFI’s account in an Idaho bank.

An appraisal determined the value of the assets of Diamond Mine Ice to be only $750,000.00. Consequently, the lender was not willing to loan the proposed $1,200,-000.00. Houghland and Johnson then agreed that attempts should be made to see if there was a possibility of “bifurcating the loans.” Johnson arranged a loan of $525,000.00 from the lender, but HFI obtained financing elsewhere.

Houghland then requested the return of the $9,000.00 advance that HFI had paid toward the broker’s fee. Johnson sent HFI a check for $9,000.00 drawn on a Utah bank but stopped payment on the check before HFI cashed it. Johnson then refused to return the $9,000.00 to HFI.

HFI filed this action in Idaho seeking the return of the $9,000.00, plus interest, attorney fees, costs, and additional damages under the Idaho law regulating loan brokers, I.C. § 26-2504 (1990). Johnson was apparently served in Utah and moved to dismiss the action for lack of personal jurisdiction. The parties supported and opposed the motion with affidavits. Although the trial court offered the parties the opportunity to have an evidentiary hearing, neither party requested one, and the motion was considered solely on the basis of the affidavits.

[74]*74The trial court denied the motion to dismiss on the grounds that Johnson had purposefully directed his activities at residents of Idaho and that the litigation resulted from alleged injuries that arose out of or related to those activities, thus meeting the fair warning requirement to provide Johnson with due process of law.

HFI then moved for summary judgment on its claims against Johnson. The trial court granted summary judgment to HFI for $9,000.00, plus costs, attorney fees, and interest. In doing so, the trial court rejected Johnson’s contention that there were genuine issues of material fact concerning whether the parties had orally modified the loan proposal to provide Johnson a $525,-000.00 loan, rather than the $1,200,000.00 contemplated in the loan proposal. The trial court also concluded that the Idaho law regulating loan brokers did not apply, because the written agreement for a broker’s commission was formed outside of Idaho.

Johnson appealed, challenging the denial of the motion to dismiss, the grant of summary judgment, and the award of attorney fees to HFI.

II.

APPLYING BECO CORP. V. ROBERTS & SONS, THE TRIAL COURT PROPERLY DENIED THE MOTION TO DISMISS.

Johnson asserts that the trial court should have granted the motion to dismiss on the grounds that Johnson’s contacts with Idaho were too brief and insignificant to fall within the Idaho long-arm statute or to meet constitutional due process requirements. We first consider the propriety of the denial of the motion to dismiss by applying our decision in Beco Corp. v. Roberts & Sons. Viewing the affidavits presented here in the light most favorable to HFI, construing the facts asserted in the affidavits liberally in favor of HFI, and applying Beco, there was not a sufficient basis to dismiss the action for lack of personal jurisdiction.

We note in passing that although the record does not contain either a return of service or an allegation indicating that Johnson was served outside of the state of Idaho, neither party has addressed this question. By implication, we are asked to assume that Johnson was served outside this state. If Johnson had been served in Idaho, the courts of this state would have had personal jurisdiction over Johnson. Burnham v. Superior Court of California, — U.S. -, -, 110 S.Ct. 2105, 2115, 109 L.Ed.2d 631, 645 (1990) (jurisdiction based on physical presence alone constitutes due process). Because this issue was not presented to the trial court, we do not rule on it here.

Before embarking on an analysis of the trial court’s denial of the motion to dismiss, we restate the standard by which we review the trial court’s decision. In Intermountain Business Forms, Inc. v. Shepard Business Forms Co., 96 Idaho 538, 531 P.2d 1183

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Cite This Page — Counsel Stack

Bluebook (online)
803 P.2d 978, 119 Idaho 72, 1990 Ida. LEXIS 203, Counsel Stack Legal Research, https://law.counselstack.com/opinion/houghland-farms-inc-v-johnson-idaho-1990.