Precise Innovations, LLC v. Aerospace Engineering & Support, Inc., et al.
Filing
128
FINDINGS OF FACT AND RULINGS OF LAW. Signed by Judge William G Young. ((jg)
UNITED STATES DISTRICT COURT
DISTRICT OF IDAHO
___________________________________
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PRECISE INNOVATIONS, LLC,
)
)
Plaintiff,
)
)
v.
)
)
AEROSPACE ENGINEERING AND
)
SUPPORT, INC.,
)
RUSTY ORAM,
)
JOHN DOES I-X, ROE ENTITIES I-X,
)
CIVIL ACTION
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No. 4:21-00420-WGY
)
Defendants.
)
___________________________________)
)
AEROSPACE ENGINEERING AND
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SUPPORT, INC., and
)
RUSTY ORAM,
)
)
Counterclaimants,
)
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v.
)
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PRECISE INNOVATIONS, LLC,
)
)
Counterclaim Defendant. )
___________________________________)
July 9, 2024
YOUNG, D.J.1
FINDINGS OF FACT AND RULINGS OF LAW
I.
INTRODUCTION
Precise Innovations, LLC (“Precise”), is an Idaho company
specializing in computer numerical control machining and
manufacturing.
Pl.’s Proposed Findings of Fact and Conclusions
of Law (“Pl.’s FOF/COL”) ¶¶ 1-4, ECF No. 117.
1
Aerospace
Of the District of Massachusetts, sitting by designation.
Engineering and Support, Inc. (“Aerospace”), is a Utah
corporation that manufactures parts for aircraft, primarily used
by government agencies.
Id. ¶¶ 6-7.
Rusty Oram (“Oram”) is a
former shareholder of Aerospace and was Aerospace’s Director of
Operations.
Id. ¶¶ 8-9.
This case concerns a claim and counterclaim that arose out
of the parties’ course of dealing.
Countercl., ECF No. 6.
See Compl., ECF No. 1-2; see
Precise filed its complaint for breach
of contract on June 17, 2021, seeking damages for several unpaid
invoices due for machining work performed.
Def.’s Proposed
Findings of Facts and Conclusions of Law (“Def.’s FOF/COL”) ¶ 1,
ECF No. 117; see also Compl., ECF No. 1-2.
Aerospace filed a
counterclaim for tortious interference with a contract, alleging
both that Precise used improper means to obtain Aerospace’s
contract with Hurricane Aerospace Solutions (“Hurricane”), and
that three former Aerospace employees improperly used
information obtained, while working for Aerospace, for Precise’s
benefit in order to compete against Aerospace.
Countercl. ¶¶ 6-
41, ECF No. 6.
On February 16, 2023, the Court allowed in part and denied
in part Precise’s motion for summary judgment.
85.
Order, ECF No.
The Court ruled that a contract existed between Precise and
Aerospace, that the unpaid invoices constituted a breach of this
contract, and that Oram is obligated under a personal guaranty,
[2]
leaving for trial the issue of the amount of damages to be
awarded.
Id. at 2.
In addition, the Court denied summary
judgment as to the tortious interference with contract claim
involving Hurricane.
Id. at 3.
The Court held a three-day bench trial and made brief
findings of fact and rulings of law in summary fashion at the
conclusion of trial, reserving the right to enter more detailed
findings and rulings.
Minute Entry, ECF No. 121.
On April 4,
2024, the Court entered a judgment in favor of Precise in the
amount of $201,126.04 and against Aerospace concerning its
counterclaim.
Judgment, ECF No. 126.
On March 12, 2024,
Precise filed a motion for allowance of attorneys’ fees.
Mot. Attorneys’ Fees, ECF No. 122.
the issue.
Pl.’s
The parties fully briefed
Pl.’s Mem. Supp. Mot. Attorneys’ Fees (“Pl.’s
Mem.”), ECF No. 122-1; Def.’s Opp’n Pl.’s Mot. Attorneys’ Fees
(“Def.’s Opp’n”), ECF No. 123; Pl.’s Reply Def.’s Opp’n Mot.
Attorneys’ Fees (“Pl.’s Reply”), ECF No. 127.
The Court now makes the following more extensive findings
of facts and rulings of law.
II.
FINDINGS OF FACTS
A.
The Balance Owed to Precise and Possible Deductions
Precise and Aerospace have conducted business together for
several years and entertained a good working relationship.
Pl.’s FOF/COL ¶ 13.
Precise machined parts as requested by
[3]
Aerospace and invoiced Aerospace after completing the work and
delivering the parts.
Id. ¶ 14.
Aerospace used these machined
parts in fulfillment of contracts with other companies.
Id. ¶
15.
Aerospace has had financial difficulties in the last few
years and eventually started to fall behind on the amounts due
to Precise before it completely stopped paying invoices due.
Id. ¶¶ 22-28, 55.
1.
The Balance Owed to Precise from Unpaid Invoices
At trial, Ryan Burton (“Burton”), founder and managing
member of Precise and a former employee of Aerospace, testified
that the aggregate amount owed to Precise by Aerospace, specific
to unpaid invoices, was the principal balance of $154,959.23, as
reflected on Plaintiff’s Trial Exhibit 18.
Id. ¶¶ 12, 35-37.
Burton testified, without contradiction, that the document
reflected the dates and original amounts of all unpaid invoices
starting in March 2019, the dates and amounts of payments
received, and the amounts outstanding.
2.
Id. ¶ 35.
The Purchase of the Lathe
At trial, Lacey Remke (“Remke”), Aerospace’s president,
testified regarding an email she sent to Burton on October 2,
[4]
2020, where she wrote that Aerospace was selling Precise a lathe2
at the price of $30,000.00.
Id. ¶¶ 11, 40.
Remke also
testified that Aerospace planned to deduct $14,453.58 from this
$30,000 purchase price to account for both $5,000 worth of work
Precise completed for Aerospace and $9,453.58 in accrued
interest from Aerospace's unpaid invoices from January 2018
through March 2019.
Pl.’s Tr. Ex. 14.
The Court finds, by a
fair preponderance of the evidence, this email to be the final
and accurate iteration of the agreement between Precise and
Aerospace concerning the sale of the lathe and that Precise
therefore still owes Aerospace the sum of $15,546.42.
3.
The Alleged Defects
Aerospace argues that the sum due to Precise ought be
reduced because it was invoiced for products that were either
not received or defective.
Pl.’s FOF/COL ¶ 53.
The Court finds
the record insufficient to determine whether any defects existed
or whether any products were not received by Aerospace.
The
Court therefore finds that the sum due to Precise cannot be
reduced by Aerospace’s claim of defective or missing products.
A lathe is “a machine in which work is rotated about a
horizontal axis and shaped by a fixed tool.” Lathe Definition, Merriam-Webster, https://www.merriamwebster.com/dictionary/lathe (last visited on July 2, 2024).
2
[5]
4.
The Interest Rate
Aerospace has had a cash flow and profitability problem
within the last few years, resulting in a recurring difficulty
paying vendors, including Precise.
Pl.’s FOF/COL ¶¶ 22-23.
Aerospace fell behind on the payment of invoices due to Precise,
and both companies had multiple discussions about Aerospace’s
unpaid balance and ways to get it paid.
Id. ¶¶ 28-29.
There
was a direct relationship between what Aerospace could borrow
each month against its line of credit and what showed on
Aerospace’s financials.
Id. ¶ 30.
Aerospace could not obtain
financing for its ongoing purchasing needs with such large
accounts payable on its books.
Id.
Precise agreed to allow
Aerospace to move the balance it owed to Precise from short-term
to long-term debt, which allowed Aerospace to qualify for
ongoing financing and credit with its bank.
Id. ¶ 31.
On December 23, 2019, Precise and Aerospace signed a
“Business Agreement and Personal Guaranty”.
Pl.’s Tr. Ex. 1.
Precise and Aerospace agreed that Aerospace would pay a 0.007%
interest on unpaid invoices after 60 days.
Id.
Oram signed a
personal guaranty that he would jointly, severally, and
unconditionally guarantee to pay and be liable for all
obligations due to Precise by Aerospace.
Id.
The business
agreement does not specify whether the interest was to be
compounded monthly or annually.
The Court finds that Burton
[6]
drafted the agreement in his capacity as Precise’s managing
member, and that the agreement should be construed against
Precise according to the general cannon of contract
construction.
Restatement (Second) of Contracts § 206 (1981);
Straub v. Smith, 145 Idaho 65, 69 (2007).
The Court finds,
however, that in this case, Precise conferred an important
consideration on Aerospace, which was facing extreme financial
difficulties -- the bank would have terminated Aerospace’s
operations were it not for this agreement.
Moreover, the Court finds that the interest rate was
compounded monthly, as this has support in the record and is
undisputed by Aerospace.
Indeed, in several different letters,
records, and emails, Precise and Aerospace discussed the
remaining balance owed to Precise, and all amounts discussed are
consistent with a 0.007% per month interest rate.
Exs. 12-17.
See Pl.’s Tr.
Aerospace did not dispute those amounts in any of
these exchanges.
Id.
Considering the record and the
circumstance that Precise conferred a significant benefit on
Aerospace, the Court finds that the business agreement is to be
construed as providing for a 0.007% interest rate to be
compounded monthly, that it was so compounded, and that
Aerospace knew that it would be responsible for this interest.
The Court finds that this interest rate is to be applied on all
unpaid invoices starting in March 2019.
[7]
B.
Aerospace’s Claim of Tortious Interference
Hurricane awarded Aerospace a contract, as of April 6,
2020, for a torque tube project consisting of the production of
parts by Aerospace for Hurricane (“the Hurricane contract”).
Def.’s FOF/COL ¶ 31.
Burton, Chad Bitton (“Bitton”), and Ryan Dearden
(“Dearden”) worked for Aerospace when Hurricane awarded
Aerospace the contract.
member of Precise.
Id. ¶¶ 34-43.
Burton is now a managing
Am. Joint Final Pretrial Conference
Statement 5, ECF No. 87.
Burton was promoted to Vice President
at Aerospace in January 2020 and terminated in July 2020.
Id.
Bitton was, and still is, one of Aerospace’s shareholders.
Id.
In the summer of 2020, he was employed as an Estimator/Project
Manager at Aerospace and his employment ended on October 2,
2020.
Id.
Dearden was also, and still is, one of Aerospace’s
shareholders.
Id.
In the summer of 2020, he was employed as an
Estimator/Project Manager for Aerospace; his employment ended on
November 2, 2020.
Id.
In November 2020 Burton, Bitton, and
Dearden started working together at Precise.
Def.’s FOF/COL ¶¶
34-43.
Leandra M. Cain (“Cain”) is Hurricane’s founder and
president.
Pl.’s FOF/COL ¶ 58.
While working towards the
completion of the Hurricane contract, Aerospace had great
financial difficulties that led to delivery delays and to an
[8]
inability to commit to starting production of the project.
¶¶ 61-66.
Id.
On October 9, 2020, Cain sent Remke an email
expressing her concerns regarding Aerospace’s ability to perform
the contract, flagging the risks associated with Aerospace’s
difficulties, and asking for a cancellation of the purchase
order.
Def.’s Tr. Ex. 3.
Aerospace, represented by Remke,
agreed to the cancellation.
Id.
Burton and Cain began discussing a business relationship
between Precise and Hurricane in August 2020.
49.
Def.’s FOF/COL ¶
At trial, Burton testified that Cain contacted him and
asked if Precise could perform the torque tube project at the
same price as Aerospace and that, prior to this conversation, he
had no knowledge of the Hurricane contract.
Pl.’s FOF/COL ¶ 78.
Burton agreed to take over the Hurricane contract from Aerospace
for the same price.
Def.’s FOF/COL ¶ 52.
Hurricane sought a
contract modification with the federal government and awarded
the contract to Precise.
Id. ¶¶ 74,77.
The federal government
approved the contract modification on October 16, 2020.
79.
Id. ¶
Burton testified at trial that such a contract modification
process can be approved in as little as a few days.
Dearden and
Biton began working at Precise after the Hurricane contract was
cancelled and awarded to Precise, and both testified that they
did not try to influence Hurricane on Precise’s behalf.
FOF/COL ¶ 88-89.
[9]
Pl.’s
III. RULINGS OF LAW
As a preliminary matter, the Court rules that the law of
the case is the law of Idaho.
Based upon the above findings of
fact, the Court rules as matter of law the following:
A.
Precise’s Claim for Breach of Contract
1.
Precise Is Entitled to Damages for Aerospace’s
Breach of Contract.
Under Idaho law, the elements of breach of contract include
the existence of a contract, a breach of that contract, and
resulting damages.
Safaris Unlimited, LLC v. Von Jones, 158
Idaho 846, 850 (2015) (citing Mosell Equities, LLC v. Berryhill
& Co., 154 Idaho 269, 278 (2013)).
The Court previously granted
Precise partial summary judgment for breach of contract on
unpaid invoices but left unresolved the amount of damages.
Order, ECF No. 85.
The Court concludes that Precise has been
damaged in the principal amount of $154,959.43, corresponding to
unpaid invoices.
From this sum, $15,546.42 must be deducted,
corresponding to the remaining balance for the sale of the lathe
still owed by Precise to Aerospace.
The Court finds that the
parties agreed to charge Aerospace interest beginning in March
2019 on outstanding balances owed on individual invoices in the
amount of 0.007% compounded monthly.
After applying Aerospace’s
offset to the principal amount owed beginning in March 2019 and
according to the accounting principle of “first in, first out,”
[10]
the Court concludes that the total amount of damages due and
owed to Precise, is $201,126.04.
2.
See Judgment, ECF No. 126.
Rusty Oram is Jointly and Severely Liable to
Precise.
The Court previously granted summary judgment on Precise’s
breach of guaranty claim against Oram.
Order, ECF No. 85.
Having determined, supra, that Aerospace owes Precise
$201,126.04, the Court determines that Oram is jointly and
severely liable to Precise in the amount of $201,126.04.
B.
Id.
Precise Failed to Prove a Breach of the Implied
Covenant of Good Faith and Fair Dealing.
Under Idaho law, there is an implied covenant of good faith
and fair dealing in every contract, which requires “the parties
to perform, in good faith, the obligations required by their
agreement.”
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho
538, 552 (2013) (quoting Washington Federal Sav. v. Van Engelen,
153 Idaho 648, 656 (2012)).
A violation of the covenant occurs
only when “either party . . . violates, nullifies or
significantly impairs any benefit of the . . . contract . . . .”
Bushi v. Sage Health Care, PLLC, 146 Idaho 764, 768 (2009)
(citing Idaho First Nat’l Bank v. Bliss Valley Foods, 121 Idaho
266, 288 (1991)).
Thus, the implied covenant places a good
faith obligation on each party to take reasonable measures to
ensure that the other party obtains the benefits of the
agreement.
Wade Baker & Sons Farms v. Corporation of the
[11]
Presiding Bishop of Church of Jesus Christ of Latter-Day Saints,
136 Idaho 922, 926 (Ct. App. 2002).
Here, Aerospace merely failed to perform its contract with
Precise, which is insufficient to violate the covenant of good
faith and fair dealing.
Precise did not prove a breach of the
implied covenant, particularly as the record shows that
Aerospace stopped paying invoices due to a lack of funds, not
due to a lack of will.
See Pl.’s Tr. Ex. 17 (“It’s not for lack
of trying or wanting to pay.
We just haven’t had the funds.”).
The Court, therefore, concludes that Aerospace did not
breach the implied covenant of good faith and fair dealing.
C.
Precise Failed to Prove its Fraud Claim.
Under Idaho law, in order to prove fraud, the plaintiff
must establish that (1) the defendant stated a fact to the
plaintiff, (2) the statement was false, (3) the statement was
material, (4) the defendant either knew the statement was false
or was unaware of whether the statement was true at the time the
statement was made, (5) the plaintiff did not know that the
statement was false, (6) the defendant intended for the
plaintiff to rely upon the statement and act upon it in a manner
reasonably contemplated, (7) the plaintiff did rely upon the
truth of the statement, (8) the plaintiff’s reliance was
reasonable under all of the circumstances, (9) the plaintiff
suffered damages proximately caused by reliance on the false
[12]
statement, and, also, (10) the nature and extent of the damages
to the plaintiff, and the amount thereof.
Samuel v. Hepworth,
Nungester & Lezamiz, Inc., 134 Idaho 84, 89 (2000).
Here, the Court is not the least persuaded that there was
any fraud on the part of Aerospace.
Precise is therefore not entitled to any damages sought on
a fraud tort theory.
D.
Precise Is Not Entitled to Unjust Enrichment Recovery.
“Unjust enrichment occurs where a defendant receives a
benefit which would be inequitable to retain without
compensating the plaintiff to the extent that retention is
unjust.”
Vanderford Co., Inc. v. Knudson, 144 Idaho 547, 557
(2007).
The elements of unjust enrichment are: (1) a benefit
conferred upon the defendant by the plaintiff; (2) appreciation
by the defendant of such benefit; and (3) acceptance of the
benefit under circumstances that would be inequitable for the
defendant to retain the benefit without payment to the plaintiff
of the value thereof.
Idaho Lumber, Inc. v. Buck, 109 Idaho
737, 745, (Ct. App. 1985).
Unjust enrichment is an equitable
remedy and as such, an alternative to the contract remedy.
Here, Precise has prevailed on the contract remedy.
The Court therefore concludes that Precise is not entitled
to recovery on the equitable unjust enrichment theory.
[13]
E.
Aerospace Failed to Prove its Tortious Interference
with Contract Claim.
Under Idaho law, tortious interference requires proof of
four elements: (1) the existence of a contract; (2) knowledge of
the contract on the part of the defendant; (3) intentional
interference causing a breach of the contract; and (4) injury to
the plaintiff resulting from the breach.
Bybee v. Isaac, 145
Idaho 251, 259 (2008) (citing Bliss Valley Foods, Inc., 121
Idaho at 283-84).
Here, the contract at issue is the Hurricane contract, and
though Aerospace did show its existence, Aerospace failed to
prove the other elements of its tortious interference claim.
An
essential element of a tortious interference claim is the
intentional interference with contractual relations.
Id.
The
record does not support a conclusion that, by a fair
preponderance of the evidence, Precise, nor any of its agents,
intentionally interfered with the contract between Hurricane and
Aerospace.
The termination of the Hurricane contract appears to
the Court to have been the unfettered determination of
Hurricane’s officers.
Indeed, the evidence presented at trial
showed that Hurricane’s leadership was concerned about
Aerospace’s delays and financial instability prior to the
cancellation of the contract and expressed those concerns in the
email asking for the cancellation.
[14]
Pl.’s FOF/COL 19-21.
Moreover, the record is also insufficient to show by a
preponderance of the evidence that Precise had knowledge of the
Hurricane contract.
Id. 19.
Indeed, the evidence presented at
trial showed that Burton was the only possible former employee
of Aerospace at Precise that could have had knowledge of the
Hurricane contract.
He testified to the contrary, however, and
Aerospace failed to present any contradicting evidence.
Finally, Aerospace failed to show any injury.
Id.
Id. 21.
The Court, therefore, concludes that Aerospace failed to
prove its tortious interference with contract claim.
F.
Precise’s Motion for Allowance of Attorneys’ Fees
Precise argues that because the Court has ruled that it is
the prevailing party and is entitled to costs, Precise is
entitled to reasonable attorneys’ fees.
Pl.’s Mem. 2.
Precise
supports its claim by presenting to the Court the Idaho Code §
12-120(3), which provides that in “any civil action to recover
on [a] . . . contract relating to the purchase or sale of goods
. . . the prevailing party shall be allowed a reasonable
attorney’s fee . . . to be taxed and collected as costs.”
Id.
Aerospace opposes the motion, arguing first that the December
2019 Business Agreement capped the maximum amount of attorneys’
fees that can be awarded by this Court at twenty five percent
(25%) of the unpaid balance.
Def.’s Opp’n 2.
Second, Aerospace
argues that its counterclaim for tortious interference with
[15]
contract is a tort claim and therefore unrelated to a commercial
transaction, and thus, a claim for which attorneys’ fees cannot
be awarded.
Id. 4-5.
In addition, Aerospace argues that the
amount of attorneys’ fees requested by Precise is exorbitant and
that the award ought be limited to reasonable fees.
1.
Id. 5-6.
Whether Attorneys’ Fees Related to Aerospace’s
Tort Counterclaim Are Allowed
Under Idaho law, the prevailing party in a civil action
involving a commercial transaction based on a contract is
entitled to an award of reasonable attorneys’ fees.
120(3).
I.C. § 12–
The test whether a commercial transaction is involved
in a claim is whether the commercial transaction is the gravamen
of the claim.
Willie v. Board of Trustees, 138 Idaho 131, 136
(2002); Brower v. E.I. DuPont De Nemours & Co., 117 Idaho 780,
784 (1990).
A gravamen is “the material or significant part of
a grievance or complaint.”
Merriam Webster's Collegiate
Dictionary 509 (10th ed. 1993).
To “determine whether the
significant part of a claim is a commercial transaction, the
court must analyze whether a commercial transaction (1) is
integral to the claim and (2) constitutes the basis of the
party's theory of recovery on that claim.”
Sims v. Jacobson,
342 P.3d 907, 912 (2015) (citing Great Plains Equip., Inc. v.
Northwest Pipeline Corp., 136 Idaho 466, 471 (2001)).
[16]
That rule requires courts to consider the gravamen of each
claim within the lawsuit and “[w]hen various statutory and
common law claims are separable, [courts] should bifurcate the
claims and award fees pursuant to § 12–120(3) only on the
commercial transaction.”
Sims, 342 P.3d at 9112 (citing Willie,
138 Idaho at 136); see also Brooks v. Gigray Ranches, Inc., 128
Idaho 72, 77-79 (1996).
This rule, however, ought not be
understood as requiring that the gravamen of the entire lawsuit
be a commercial transaction.
Idaho at 79.
Sims, 342 P.3d at 911; Brooks, 126
Accordingly, the Supreme Court of Idaho affirmed a
district court’s decision to award costs and reasonable
attorneys’ fees to the prevailing party but only to the extent
the fees were related to the defense of a breach of contract
claim.
Willie, 138 Idaho at 136-37.
The district court,
however, concluded that the prevailing party was not entitled to
attorneys’ fees for fees related to the defense of a public
policy and constitution claim.
Id. at 136.
When a lawsuit comprises different claims, the memorandum
of costs needs to be clear enough to permit the isolation of
fees attributable to the contract claim from the fees
attributable to the defense of a claim not related to a
commercial transaction.
Brooks, 126 Idaho at 77-79.
[17]
If this
distinction cannot be made by the court, a claim for attorneys’
fees cannot be granted.
Id. at 79.3
Here, the matter before the Court is for a claim for breach
of contract and for a counterclaim for tortious interference
with contract.
The gravamen of the breach of contract claim is
without doubt a commercial transaction, as Aerospace breached
its duty to pay invoices after Precise had machined parts
pursuant to purchase orders issued by Aerospace.
The Court has
ruled that Precise Innovations is the prevailing party and is
entitled to costs.
III. A.
Judgment, ECF No. 126; see supra Section
Because I.C. § 12-120(3) categorizes attorney’s fees in
contract disputes regarding commercial transactions as costs,
Precise is entitled to reasonable attorney’s fees.
Aerospace’s
counterclaim, however, is a tort claim related to the alleged
interference of Precise and its agents in a contract between
The Brooks court stated:
The allegation of a contract of the type covered in
I.C. § 12–120(3) was sufficient to award fees, even
though the claim was combined with other theories that
would not have triggered application of the statute.
That is analogous to this case in which Gigray Ranches
prevailed on the contract claim brought against it.
However, the denial of fees here resulted from the
fact that the fees attributable to the contract claim
could not be separated from the conversion claim,
which the district court found outside the scope of
I.C. § 12–120(3).
Brooks, 126 Idaho at 79.
3
[18]
Aerospace and Hurricane.
The gravamen of this claim is not a
commercial transaction.
Therefore, the Court allows in part and denies in part
Precise’s motion for allowance of attorneys’ fees, ECF No. 122.
Precise is entitled to reasonable attorneys’ fees attributable
to its breach of contract claim but is not entitled to
attorneys’ fees attributable to the defense of Aerospace’s
tortious interference with contract claim.
The Court leaves it
to the parties, within 7 days of the date hereof, to supply an
amended memorandum of costs identifying attorneys’ fees
attributable only to the breach of contract claim.
To aid the parties, the Court determines that the rates
charged by Precise’s attorney are reasonable, provided that
Precise can represent under oath that it had paid such amounts.
2.
Whether the Business Agreement Capped the
Attorneys’ Fees Award
Aerospace also opposes Precise’s motion for allowance of
attorneys’ fees on the basis of the December 2019 Business
Agreement.
Def.’s Opp’n 2-3.
The agreement states in relevant
part the following:
In consideration of the granting and the extension of
credit by PRECISE INNOVATIONS (“Vendor”) to AEROSPACE
ENGINEERING & SUPPORT INC. (“Buyer”), the undersigned
(“Guarantor”) does/do jointly, severally and
unconditionally guarantee to pay and be liable for all
obligations due Vendor by Buyer, including collection costs
and/or attorney’s fees of 25% of the unpaid balance.
[19]
Pl.’s Tr. Ex. 1.
Aerospace claims that per the unambiguous
language of the agreement, the maximum amount of attorneys’ fees
that can be awarded by the Court is capped at twenty five
percent (25%) of the unpaid balance.
Def.’s Opp’n 2.
When a contract is clear and unambiguous, it is the best
evidence of the intent of the parties and therefore, any
determination of its meaning and its legal effect are questions
of law.
Minidoka County for Use and Benefit of Detweiler Bros.,
Inc. v. Krieger, 88 Idaho 395, 416 (1964); Madrid v. Roth, 134
Idaho 802, 805 (Ct. App. 2000).
Here, Aerospace’s argument about a contractual limitation
is misplaced.
The Court agrees that the terms of the agreement
are unambiguous; however, this provision only concerns the
guaranty that Rusty Oram signed in his personal capacity.
Indeed, the provision is under the title “personal guaranty” and
the agreement is signed by Rusty Oram as a “guarantor,” which
distinguishes him from Aerospace and his role in the company.
The provision therefore only limits Rusty Oram’s liability
concerning payment of attorneys’ fees.
The Court therefore concludes that the business agreement
does not limit Aerospace’s liability toward costs including
attorneys’ fees.
[20]
IV.
ORDER
In light of the foregoing Findings of Fact and Conclusions
of Law, it is hereby ORDERED that the total amount of the
damages due and owing to Precise, as of February 28, 2024, is
$201,126.04, bearing interest at Idaho’s statutory rate from
that date forward.
See Judgment, ECF No. 126.
Defendants
Aerospace and Oram are jointly and severally liable.
Statutory
costs, including attorneys’ fees attributable to the breach of
contract claim, are awarded to Precise.
The Court leaves it to
the parties, within 7 days of the date hereof, to supply an
amended memorandum of costs identifying attorneys’ fees
attributable only to the breach of contract claim.
Aerospace’s
claim for tortious interference with contract is not proved and
therefore dismissed.
SO ORDERED.
_/s/ William G. Young_
WILLIAM G. YOUNG
JUDGE OF THE UNITED
STATES4
This is how my predecessor, Peleg Sprague (D. Mass. 18411865), would sign official documents. Now that I’m a Senior
District Judge I adopt this format in honor of all the judicial
colleagues, state and federal, with whom I have had the
privilege to serve over the past 46 years.
4
[21]
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