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IN THE SUPREME COURT OF THE STATE OF IDAHO

Docket Nos. 49184 / 49522

GERINGER CAPITAL, dba GERINGER 

CAPITAL, INC., a Nevada corporation,

 Plaintiff-Appellant,

v.

TAUNTON PROPERTIES, LLC, a Minnesota 

limited liability company; COMMERCIAL 

NORTHWEST, LLC, an Idaho limited 

liability company, dba Commercial Northwest 

Property Management; BOTTOM LINE II, 

LLC, an Idaho limited liability company, dba 

KW Commercial; PACIFIC COMMERCIAL 

REALTY ADVISORS - BOISE, LLC, an 

Idaho limited liability company,

 Defendants-Respondents,

and

LCA-CA I, LLC, a California limited liability 

company; MW WOODSIDE LAND, LLC, a 

Delaware limited liability company; and MW 

WOODSIDE, LLC, a Delaware limited 

liability company,

 Defendants.

______________________________________

GERINGER CAPITAL, dba GERINGER 

CAPITAL, INC., a Nevada corporation, 

 Plaintiff-Counterdefendant- Appellant,

v.

LCA-CA I, LLC, a California limited liability 

company; MW WOODSIDE LAND, LLC, a 

Delaware limited liability company; and MW 

WOODSIDE, LLC, a Delaware limited 

liability company, 

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Boise, February 2023 Term

Opinion filed: May 17, 2023

Melanie Gagnepain, Clerk
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 Defendants-Counterclaimants- 

 Respondents,

and,

TAUNTON PROPERTIES, LLC, a Minnesota 

limited liability company; COMMERCIAL 

NORTHWEST, LLC, an Idaho limited 

liability company, dba Commercial Northwest 

Property Management; BOTTOM LINE II, 

LLC, an Idaho limited liability company, dba 

KW Commercial; PACIFIC COMMERCIAL 

REALTY ADVISORS - BOISE, LLC, an 

Idaho limited liability company, 

 Defendants.

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Appeal from the District Court of the Fourth Judicial District of the State of Idaho, 

Ada County. Patrick Miller, District Judge. 

The decision of the district court is affirmed. 

Kurtz Law, PLLC, Boise, for Appellant. John F. Kurtz, Jr., argued. 

Givens Pursley, LLP, Boise, for Respondents LCA-CA I, LLC, MW Woodside 

Land, LLC, and MW Woodside, LLC. Thomas E. Dvorak argued on behalf of all 

Respondents. 

Borton-Lakey Law & Policy, Meridian, for Respondents Taunton Properties, 

LLC. 

Davison, Copple, Copple & Copple, Boise, for Respondent Bottom Line II, LLC. 

Gordon & Rees Scully Mansukhani LLP, Boise, for Respondent Pacific 

Commercial Realty – Boise, LLC.

Powers Farley PC, Boise, for Respondent Commercial Northwest, LLC. 

 
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ZAHN, Justice.

This case involves a dispute concerning the purchase and sale of real property. Geringer 

Capital appeals the district court’s order dismissing its complaint. The district court dismissed 

Geringer’s claims after concluding Geringer’s offer letter to purchase the real property was an 

unenforceable “agreement to agree” and was also unenforceable due to an insufficient property 

description. For the reasons stated below, we affirm the district court’s decision. 

I. FACTUAL AND PROCEDURAL BACKGROUND

Taunton Properties, LLC owned 63 townhomes and 3.8 acres of adjacent land in Eagle, 

Idaho. In 2020, Commercial Northwest, Taunton’s property manager and agent, provided Geringer 

with documents regarding the property. The documents identified the townhomes as “Woodside 

Villas,” located at 1260 E. Lone Creek Drive, Eagle, Idaho 83616, and included financial 

statements and tenant information.

On August 7, 2020, Geringer sent a written offer (“Offer Letter”) to Taunton Properties, 

proposing to purchase the 63 townhomes for $20,400,000 and an adjacent 3.8 acres for $1,000,000. 

The Offer Letter listed the property as: “The 63 Townhomes identified as Woodside Villas, 1260 

E. Lone Creek Drive, Eagle, ID 83616, in addition to the approximately 3.8 acres of adjacent land.” 

The Offer Letter identified the Seller only as “Title Holder.” The Offer Letter also stated that,

“Buyer and Seller agree to execute a more formal Agreement of Purchase and Sale within thirty 

(30) days containing market specific terms and the items set forth in this Agreement.” The Offer 

Letter contained sections for “Title Insurance,” “Proration’s [sic] and Closing Costs,” and “Seller’s 

Deliveries,” but stated those terms were “to be specified in the Agreement of Purchase and Sale.” 

Peter Taunton, the manager of Taunton Properties, electronically signed the Offer Letter through 

DocuSign, which presumably returned it to Geringer.

On August 8, one day after signing and returning the Offer Letter, Taunton Properties 

received a different purchase offer from LCA-CA I, LLC (“LCA”), with a proposed sale price that 

was $400,000 more than Geringer’s offer. That same day, Peter Taunton advised Geringer that 

Taunton Properties considered Geringer’s Offer Letter unenforceable and that Taunton Properties

would be selling the properties to LCA. 

Geringer filed a complaint for specific performance, breach of contract, and breach of 

preliminary agreement against Taunton Properties. The complaint also alleged a claim for tortious
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interference with contract against the remaining Respondents.1 Geringer subsequently filed an 

amended complaint, which added a claim against the remaining Respondents for civil conspiracy. 

Respondents moved to dismiss Geringer’s amended complaint pursuant to Idaho Rule of Civil 

Procedure (“I.R.C.P.”) 12(b)(6), and argued that the Offer Letter was not an enforceable contract 

because it lacked material terms, including a sufficient property description. 

The district court granted Respondents’ motions to dismiss. The district court determined: 

(1) the Offer Letter lacked material terms and represented an agreement to agree; (2) the property 

description was insufficient under the statute of frauds; and (3) Geringer’s claims for breach of 

preliminary agreement, tortious interference with contract, and civil conspiracy failed to state 

claims upon which relief could be granted. Geringer timely appealed the district court’s dismissal 

of all of the claims minus its breach of preliminary agreement claim. 

II. ISSUES ON APPEAL

1. Whether the district court erred when it dismissed Geringer’s claims? 

2. Whether the district court erred in awarding attorney fees to Taunton Properties? 

3. Whether any of the parties are entitled to attorney fees on appeal? 

III. STANDARD OF REVIEW

This Court reviews a district court’s dismissal of a complaint pursuant to Idaho Rule of 

Civil Procedure 12(b)(6) de novo. Fulfer v. Sorrento Lactalis, Inc., 171 Idaho 296, 300, 520 P.3d 

708, 712 (2022). “A motion to dismiss for failure to state a claim should not be granted ‘unless it 

appears beyond doubt that the plaintiff can prove no set of facts in support of his claim that would 

entitle him to relief.’” Luck v. Rohel, 171 Idaho 51, 518 P.3d 350, 354 (2022) (quoting Paslay v. 

A&B Irrigation Dist., 162 Idaho 866, 869, 406 P.3d 878, 881 (2017)). “Under Rule 12(b)(6), 

‘[a]fter viewing all facts and inferences from the record in favor of the non-moving party, the Court 

will ask whether a claim for relief has been stated.’” Paslay, 162 Idaho at 868–69, 406 P.3d at 

880–81 (quoting Losser v. Bradstreet, 145 Idaho 670, 673, 183 P.3d 758, 761 (2008)).

This Court reviews a trial court’s decision to award attorney fees and costs under an abuse 

of discretion standard. In re Est. of Hirning, 167 Idaho 669, 675, 475 P.3d 1191, 1197 (2020). To 

determine whether a trial court abused its discretion, we consider: “[w]hether the trial court: (1) 

correctly perceived the issue as one of discretion; (2) acted within the outer boundaries of its 

1 Commercial Northwest is Taunton Properties’ property manager. Bottom Line II and Pacific Commercial Realty 

Advisors are Taunton Properties’ selling agents. 
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discretion; (3) acted consistently with the legal standards applicable to the specific choices 

available to it; and (4) reached its decision by the exercise of reason.” Id. at 675–76, 475 P.3d at 

1197–98 (quoting Lunneborg v. My Fun Life, 163 Idaho 856, 863, 421 P.3d 187, 194 (2018)).

IV. ANALYSIS

A. The district court did not err when it dismissed Geringer’s claims for specific 

performance and breach of contract.

The district court dismissed Geringer’s claims against Taunton Properties for specific 

performance and breach of contract after concluding that the Offer Letter was unenforceable for 

two reasons. First, the district court concluded the letter was lacking material terms and therefore 

was an “agreement to agree.” Second, the district court concluded that the property description 

was insufficient under the statute of frauds. We agree that the Offer Letter lacked a sufficient 

property description and affirm the district court’s decision on that basis.

On appeal, Geringer argues that the essential terms of the agreement were sufficiently 

certain. Geringer also contends that Taunton Properties should be prevented from asserting the 

statute of frauds defense pursuant to what it acknowledges was dicta in Tricore Investments, LLC 

v. Estate of Warren, 168 Idaho 596, 613, 485 P.3d 92, 110 (2021) (“Tricore”). Finally, Geringer 

argues that the Offer Letter included a sufficient property description for purposes of the statute of 

frauds. Respondents maintain that the district court correctly determined that the Offer Letter 

lacked a sufficient property description.

An enforceable contract “must be complete, definite and certain in all of its material terms, 

or contain provisions which are capable in themselves of being reduced to certainty.” P.O. 

Ventures, Inc. v. Loucks Fam. Irrevocable Tr., 144 Idaho 233, 238, 159 P.3d 870, 875 (2007)

(quoting Giacobbi Square v. PEK Corp., 105 Idaho 346, 348, 670 P.2d 51, 53 (1983)).

Specifically, “[f]or a land sale contract to be specifically enforced, the contract must typically 

contain the minimum provisions of the parties involved, the subject matter thereof, the price or 

consideration, a description of the property, and all the essential terms of the agreement.” Id.

(citations omitted).

The statute of frauds applies to the conveyance of real property. See Tricore, 168 Idaho at

612, 485 P.3d at 108. Under the statute of frauds, “a description of real property must adequately 

describe the property such that it is possible for someone to identify ‘exactly’ what property the 

seller is conveying to the buyer.” The David & Marvel Benton Tr. v. McCarty, 161 Idaho 145, 151, 
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384 P.3d 392, 398 (2016) (quoting Ray v. Frasure, 146 Idaho 625, 629, 200 P.3d 1174, 1178

(2009)). 

We decline Geringer’s invitation to apply the Tricore dicta in this case. In Tricore, this 

Court determined that the statute of frauds was satisfied by the legal description in the parties’ 

purchase and sale agreement. Tricore, 168 Idaho at 612, 485 P.3d at 108. However, before 

addressing the merits of the statute of frauds defense, the Court spoke to the availability of the 

defense in that case: “The purpose of the statute of frauds is to shield persons with interests in land 

from being deprived of those interests by perjury, not to arm contracting parties with a sword they 

may use to escape bargains they rue.” Id. (quotation marks and citations omitted). Geringer 

contends that Taunton Properties is using the statute of frauds as a sword in this case and that we 

should prevent it from using the defense to avoid the contract in this case. We decline to do so.

The Tricore dicta is not precedent and we are not bound to follow it in this case. City of 

Weippe for Use & Benefit of Les Schwab Tire Ctrs. of Idaho, Inc. v. Yarno, 96 Idaho 319, 323, 528 

P.2d 201, 205 (1974) (holding this Court is not bound by dicta from previous opinions). Moreover, 

this case is distinguishable from the facts in Tricore. There, Tricore entered into a formal purchase 

and sale agreement, which attached the legal descriptions of the property, but reserved 200 feet of 

waterfront (or two 100-foot parcels) for the sellers. Tricore, 168 Idaho at 607, 485 P.3d at 103.

The parties operated under the purchase agreement for well over a year before the sellers asserted 

the agreement violated the statute of frauds because the property description did not specifically 

describe the reserved portion of waterfront. Id. at 607–09, 485 P.3d at 103–05. We ultimately held 

that the property description was sufficient to satisfy the statute of frauds. Id.

In this case, the Offer Letter does not include or refer to a legal description of the 63 

townhomes and adjacent property. Additionally, the Offer Letter only lists the address of one of 

the 63 townhomes. The Offer Letter contains significantly less detail than the purchase and sale 

agreement in Tricore. Moreover, in this case, Taunton Properties raised the statute of frauds within 

one day of signing the agreement, so there was no delay in asserting the defense as there was in 

Tricore. Simply put, this case is distinguishable from the facts of Tricore.

1. The Offer Letter’s property description failed to satisfy the statute of frauds.

Turning to the merits of this case, we agree with the district court that the property 

description in the Offer Letter fails to satisfy the statute of frauds. The purpose of the statute of 

frauds is to ensure the contract speaks for itself. Allen v. Kitchen, 16 Idaho 133, 145, 100 P. 1052, 
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1056 (1909). “It is not a question as to what the contract was intended to be, but, rather, was it 

consummated by being reduced to writing as prescribed by the statute of frauds.” Id. “An 

agreement for the sale of real property must not only be in writing and subscribed by the party to 

be charged, but the writing must also contain such a description of the property agreed to be sold, 

either in terms or by reference, that it can be ascertained without resort to parol evidence.” Id. at 

136, 100 P. at 1055 (citation omitted). Specifically, a real estate contract satisfies the statute of 

frauds if the “quantity, identity or boundaries of property can be determined from the face of the 

instrument, or by reference to extrinsic evidence to which it refers.” City of Kellogg v. Mission 

Mountain Ints. Ltd., Co., 135 Idaho 239, 244, 16 P.3d 915, 920 (2000) (citing Haney v. Molko, 123 

Idaho 132, 136, 844 P.2d 1382, 1386 (Ct. App. 1992)). To satisfy the statute of frauds a property 

description must “designate ‘exactly’ what property the seller is conveying to the buyer.” Ray, 146 

Idaho at 629–30, 200 P.3d at 1178–79 (citation omitted).

The Offer Letter in this case fails to designate exactly what is being conveyed and instead 

lists only a community name and physical address. The physical address does not indicate the 

metes and bounds of the real property and only pertains to one of the 63 townhomes at issue. There 

is no description for the remaining 62 townhomes or the 3.8 acres of adjacent land. While the Offer 

Letter refers to “Woodside Villas,” the recorded plat (which is not mentioned in the Offer Letter 

but is referenced in the record on appeal) refers to “the Lonesome Dove Subdivision.” As a result, 

the reference to “Woodside Villas” does not assist in identifying the property. Further, the property 

description does not reference any external documents to identify the property to be sold. The

description thus fails to “designate exactly” the property to be sold. For these reasons, we affirm

the district court’s determination that the property description fails to satisfy the statute of frauds. 

Geringer argues that the Court should “no longer apply the strict standard adopted in Ray 

requiring exactness and instead use the “reasonable certainty” standard. We recently rejected this 

argument in 616 Inc. v. Mae Properties, LLC, 171 Idaho 610, 524 P.3d 889 (2023). There, we 

reaffirmed the standard in Ray and stated, “‘reasonable certainty’ is not enough. Instead, the 

writing must contain a property description that designates ‘exactly’ what property is being 

conveyed.” Id. at 620, 524 P.3d at 899 (citations omitted). While we recognize that our decision 

in 616 Inc. had not issued at the time Geringer filed its brief in this case, we see no reason to 

deviate from the 616 Inc. holding in this case.
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Next, Geringer relies on City of Kellogg to argue the property description in the Offer Letter 

satisfies the statute of frauds. In City of Kellogg, this Court determined the description, “the lodge 

and the land on which it is located, along with the ski lift” sufficiently described the property so it 

was possible to identify exactly what was being conveyed. 135 Idaho at 244–45, 16 P.3d at 920–

21. The Court explained that the description clearly identified the property because “the quantity 

of land involved was only the amount directly underneath the lodge, and not some other, larger 

parcel within the ski resort area.” Id. at 245, 16 P.3d at 921.

Here, Geringer argues that the townhomes act as landmarks, which can be used to define 

the conveyed property “exactly.” However, in City of Kellogg, the conveyance only included the 

land directly underneath the landmarks. See 135 Idaho at 245, 16 P.3d at 921. Geringer’s complaint 

seeks to compel the conveyance of all real property depicted in the subdivision plat—not just the 

land directly underneath the townhomes. Accordingly, the property description in the Offer Letter, 

even considering the use of landmarks, failed to describe exactly what property the Offer Letter 

intended to convey. See McCarty, 161 Idaho at 154, 384 P.3d at 401 (“identifying certain 

landmarks within a piece of property is not legally sufficient where the conveying document 

purports to convey more than that [sic] just those landmarks” (quoting Lexington Heights Dev., 

LLC v. Crandlemire, 140 Idaho 276, 283, 92 P.3d 526, 533 (2004)). Therefore, City of Kellogg is 

distinguishable. 

Geringer also contends that the district court could have determined the property to be 

conveyed by referencing external evidence. We also find this argument unpersuasive. “Idaho 

precedent is abundantly clear that extrinsic evidence is not permitted in order to determine the 

sufficiency of a property description in a document purporting to convey real property (unless that 

extrinsic evidence is specifically referenced in the document itself).” McCarty, 161 Idaho at 151, 

384 P.3d at 398. 

Here, the Offer Letter neither identifies a complete description of the quantity, identity or 

boundaries of the real property to be conveyed nor refers to extrinsic evidence that would provide 

a complete description. Geringer’s contention regarding the language “63 Townhomes identified 

as Woodside Villas” fails because this language does not reference a recorded or external 

document containing a sufficient legal description of the property to be conveyed. As a result, this 

case is also distinguishable from Tricore.
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Finally, Geringer argues that if the property description for either the townhomes or the 

real property is sufficient, then the district court should have only dismissed the claims relating to 

the property with the insufficient description. This argument is unpersuasive given our holding 

that both property descriptions are insufficient.

B. The district court did not err when it dismissed Geringer’s tortious interference with 

contract claims.

The district court also determined that Geringer’s tortious interference claim failed to state 

a claim upon which relief could be granted. The district court explained that the relevant 

Respondents could not have tortiously interfered with a contract because there was no enforceable 

contract. 

Geringer argues that because the district court erred when it determined the Offer Letter 

was an unenforceable contract, the district court’s dismissal of its tortious interference claim 

should also be reversed and vacated. Alternatively, Geringer argues that if the Court determines 

the Offer Letter is voidable under the statute of frauds, the Court should reverse the district court’s 

dismissal because tortious interference claims can be based on voidable contracts. 

Commercial Northwest argues that Geringer’s distinction between void and voidable 

contracts is of no consequence because the Offer Letter is unenforceable “for being too vague, 

indefinite, and uncertain with respect to its essential terms.” Therefore, Commercial Northwest 

contends that Geringer’s tortious interference claim must fail. LCA and Pacific Commercial 

similarly argue that the district court’s decision was correct.

“Tortious interference with contract has 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.’” Syringa Networks, LLC

v. Idaho Dep’t of Admin., 155 Idaho 55, 64, 305 P.3d 499, 508 (2013) (quoting Bybee v. Isaac, 145 

Idaho 251, 259, 178 P.3d 616, 624 (2008)). When considering the requirement of the existence of 

a contract, “[t]his Court has held that a claim for tortious interference with a contract is available 

when a contract is voidable or unenforceable but is not available when the contract is void ab 

initio.” Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538, 551, 314 P.3d 593, 606 (2013). 

The failure to satisfy the statute of frauds renders a contract voidable. Id. However, “[a] party 

cannot tortiously interfere with an agreement that is too vague and uncertain to be enforceable.”

Id.
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In addition to concluding that the Offer Letter did not satisfy the statute of frauds, the 

district court concluded that the Offer Letter was too vague and uncertain to be enforceable because 

it was missing essential terms for “Title Insurance,” “Prorations and Closing Costs,” “Seller’s 

Deliveries,” “Earnest Money,” “Due Diligence Contingency,” and “market specific terms.” The 

district court concluded that these terms were essential, but the Offer Letter indicated the terms 

would be provided in a future purchase and sale agreement. The district court also found additional 

terms to be material, yet unaddressed in the Offer Letter, including, “representations and 

warranties to be given by the parties (e.g., representations regarding the validity of tenant leases, 

the status of tenant rent payments, no property defects, turning over security deposits and prepaid 

rent, compliance with code requirements).” The district court concluded that the absence of 

specific provisions for these material terms rendered the Offer Letter a mere “agreement to agree.”

Geringer contends that the district court erred in making these findings because the 

determination of whether contractual terms are material is a question of fact. Geringer argues that 

because the motion was made pursuant to I.R.C.P. 12(b)(6), the district court was limited to 

considering the evidence in the pleadings, none of which indicated that the parties considered the 

referenced terms to be material. 

“A contract must be complete, definite and certain in all its material terms, or contain 

provisions which are capable in themselves of being reduced to certainty.” Lawrence v. Jones, 124 

Idaho 748, 750–51, 864 P.2d 194, 196–97 (Ct. App. 1993) (quoting Giacobbi Square v. PEK 

Corp., 105 Idaho 346, 348, 670 P.2d 51, 53 (1983)). The minimum requirements for a land sale 

contract include a description of the property. See Tricore, 168 Idaho at 615, 485 P.3d at 111

(citation omitted). If the agreement is “so vague, indefinite and uncertain that the intent of the 

parties cannot be ascertained,” the agreement is unenforceable. Silicon Int’l Ore, LLC, 155 Idaho 

at 547, 314 P.3d at 602 (quoting Griffith v. Clear Lakes Trout Co., 143 Idaho 733, 737, 152 P.3d 

604, 609 (2007)).

“When the trial court reaches the correct result by an erroneous theory, we will affirm 

the result on the correct theory.” Tricore, 168 Idaho at 621, 485 P.3d at 117 (quoting Nicholson v. 

Coeur d’Alene Placer Mining Corp., 161 Idaho 877, 881, 392 P.3d 1218, 1222 (2017)). Before the 

district court, Respondents argued the Offer Letter was unenforceable due to the vagueness and 

uncertainty of several material terms, one of which was the property description. The district court 

agreed the letter was unenforceable, but did not base its decision on the insufficiency of the 
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property description. Rather, the district court identified other terms that it found were material, 

but missing because the Offer Letter indicated they would be identified in a future purchase and 

sale agreement. 

We need not address Geringer’s argument that the district court erred in basing its decision 

on the other terms that it found to be material because we affirm the district court’s decision on 

alternate grounds. This Court has consistently held that the property description is an essential 

element of a land sale contract. Our analysis above concerning the insufficiency of the Offer 

Letter’s property description under the statute of frauds also establishes that the property 

description was so vague, indefinite, and uncertain that it rendered the contract unenforceable. See

P.O. Ventures, Inc., 144 Idaho at 238, 159 P.3d at 875. We therefore affirm the district court’s 

decision that the agreement was unenforceable, albeit on a different ground than that cited in the 

district court’s decision.

In sum, the district court did not err when it dismissed Geringer’s specific performance and 

breach of contract claims against Taunton Properties because the Offer Letter failed to satisfy the 

statute of frauds and was so vague, uncertain, and indefinite that it was unenforceable. As a result, 

there was no enforceable contract with which to tortiously interfere. We therefore affirm the 

district court’s decision dismissing Geringer’s tortious interference claim. 

C. The district court did not err when it dismissed Geringer’s civil conspiracy claim.

Geringer argues that if this Court reversed the district court’s dismissal of Geringer’s 

tortious interference claim, then the Court should also reverse the district court’s dismissal of 

Geringer’s civil conspiracy claim. 

“A civil conspiracy that gives rise to legal remedies exists only if there is an agreement 

between two or more to accomplish an unlawful objective or to accomplish a lawful objective in 

an unlawful manner.” Tricore, 168 Idaho at 625, 485 P.3d at 121 (quoting McPheters v. Maile, 

138 Idaho 391, 395, 64 P.3d 317, 321 (2003)). “The essence of a cause of action for civil 

conspiracy is the civil wrong committed as the objective of the conspiracy, not the conspiracy 

itself.” McPheters, 138 Idaho at 395, 64 P.3d at 321 (citation omitted).

The district court determined that because “no contract existed and therefore, no tortious 

interference could occur[,]” Geringer could not “establish the existence of a wrongful objective.” 

The district court also explained that the amended complaint failed to “allege facts supporting the 

existence of unlawful means.”
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We find no error in the district court’s conclusions. The only “civil wrongs” referenced in 

Geringer’s complaint are the breach of contract and tortious interference with contract claims. 

Because we affirm the district court’s dismissal of Geringer’s breach of contract and tortious 

interference claims, there is no underlying civil wrong that could support a civil conspiracy claim. 

We affirm the district court’s dismissal of Geringer’s civil conspiracy claim. 

D. The district court did not err in awarding attorney fees.

Geringer argues that if this Court reverses the district court’s decision dismissing its 

complaint, this Court should vacate the district court’s award of attorney fees because Taunton 

Properties would no longer be a prevailing party. Because we affirm the district court’s decision, 

Taunton Properties remains the prevailing party. We therefore affirm the district court’s order 

awarding attorney fees to Taunton Properties.

E. We award Taunton Properties attorney fees on appeal.

Taunton Properties requests attorney fees on appeal pursuant to Idaho Code section 12-

120(3). “Idaho Code section 12-120(3) allows for an award of attorney fees to a prevailing party 

in a civil action to recover on any commercial transaction.” Buku Props., LLC v. Clark, 153 Idaho 

828, 836, 291 P.3d 1027, 1035 (2012). “The term ‘commercial transaction’ is defined to mean all 

transactions except transactions for personal or household purposes.” I.C. § 12-120(3). “In order 

for a transaction to be commercial, each party to the transaction must enter the transaction for 

a commercial purpose.” Simono v. House, 160 Idaho 788, 792, 379 P.3d 1058, 1062 (2016)

(quoting Carrillo v. Boise Tire Co., 152 Idaho 741, 756, 274 P.3d 1256, 1271 (2012)). A 

commercial purpose exists when a “commercial transaction comprises the gravamen of the 

lawsuit.” Id. (citation omitted). “To be the gravamen of a lawsuit, ‘(1) there must be 

a commercial transaction that is integral to the claim; and (2) the commercial transaction must be 

the basis upon which recovery is sought.’” Id. (quoting Garner v. Povey, 151 Idaho 462, 469, 259 

P.3d 608, 615 (2011)).

The facts set forth in the amended complaint establish that a commercial transaction is the 

gravamen of the claims between Geringer and Taunton Properties. The amended complaint 

describes each party as a business entity and alleges the existence of a contract to purchase 63 

townhomes and associated real property for an amount exceeding $20 million. The amended 

complaint also references the exchange of information related to the townhome community, 

including tenant information, the rent cycle, and other financial information. The property details, 
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purchase price, and information exchanged indicate the purchase agreement was not for the 

“personal or household” use of Geringer, a business entity, but instead related to the purchase of 

townhomes that were used as rental properties and thus was a commercial transaction. We 

therefore award Taunton Properties its attorney fees on appeal pursuant to section 12-120(3).

LCA and Commercial Northwest request attorney fees pursuant to Idaho Code section 12-

121. A court may award attorney fees under section 12-121 when the action “was brought, pursued 

or defended frivolously, unreasonably or without foundation.” After reviewing the record in this 

case and the parties’ arguments, we cannot conclude that Geringer brought this suit frivolously, 

unreasonably, or without foundation. Therefore, we deny LCA’s and Commercial Northwest’s 

requests for attorney fees.

V. CONCLUSION

We affirm the district court’s orders dismissing Geringer’s complaint and awarding 

Taunton attorney fees. We also award Taunton Properties attorney fees on appeal, but deny LCA’s 

and Commercial Northwest’s requests for attorney fees. All Respondents are awarded their costs

on appeal pursuant to Idaho Appellate Rule 40. 

Chief Justice BEVAN, and Justices BRODY, STEGNER, and MOELLER CONCUR.