Thus, as a matter of law, the Operating Agreement is an integrated agreement. Kimbrough v. Reed, 130 Idaho 512, 515, 943 P.2d 1232, 1235 (1997) (explaining that "a merger clause in an agreement is one means of proving the integrated character of a writing"). In Idaho, "extrinsic evidence of prior or contemporaneous negotiations or conversations" (i.e., parol evidence) is not admissible to contradict, vary, alter, add to, or detract from the terms of an integrated agreement.
See, e.g., Manor Enters. v. Vivid, Inc., 596 N.W.2d 828, 837 (Wis. App. 1999) (defining waste as "(1) unreasonable conduct by the owner of a possessory estate, (2) resulting in physical damage to the real estate, and (3) a substantial diminution in the value of the estate in which others have an interest."); Kimbrough v. Reed, 943 P.2d 1232, 1234 (Id. 1997) (defining waste as "[a]ction or inaction by a possessor of land causing unreasonable injury to the holders of other estates in the same land."). Legg Mason claims that Carlson should be liable for waste because "[t]he evidence shows Louisville Portfolio's failure to maintain the roof and plumbing, and Legg Mason's subsequent expenditure of over $2 million to repair the roof and plumbing, was waste."
" Addendum, p. 16. It is neither necessary nor appropriate, then, for the Court to look beyond the terms of the Agreement to construe its terms. Kimbrough v. Reed, 943 P.2d 1232, 1235 (Idaho 1997); Chambers v. Thomas, 844 P.2d 698, 701 (Idaho 1992). Defendants have conceded that by the terms of the Agreement, Debtors had no legal right to terminate the "lease," and that Debtors were irrevocably bound to become the owners of the onion bins and equipment. Additionally, it is undisputed Defendants did not file any UCC-1 financing statement to perfect the security interest granted them by operation of the Agreement. Idaho Code § 28-9-302.
Kimbrough v. Idaho Bd. of Tax Appeals , 150 Idaho 417, 420, 247 P.3d 644, 647 (2011). However, the determination of when an action accrues for purposes of the statute of limitations, "may be a question of law or a question of fact, depending upon whether any disputed issues of material fact exist" Kimbrough v. Reed , 130 Idaho 512, 516, 943 P.2d 1232, 1236 (1997). Where there is no dispute over any issue of material fact regarding when the cause of action accrues, the question is one of law for determination by the court.
However, the determination of when an action accrues for purposes of the statute of limitations, "may be a question of law or a question of fact, depending upon whether any disputed issues of material fact exist." Kimbrough v. Reed, 130 Idaho 512, 516, 943 P.2d 1232, 1236 (1997). Where there is no dispute over any issue of material fact regarding when the cause of action accrues, the question is one of law for determination by the court.
The time when "a cause of action accrues may be a question of law or a question of fact, depending upon whether any disputed issues of material fact exist." Kimbrough v. Reed , 130 Idaho 512, 516, 943 P.2d 1232, 1236 (1997). Where there is no dispute over any issue of material fact regarding when the cause of action accrues, the question is one of law for determination by the court.
This Court has examined the accrual of actions involving fraud and mistake together. See Kimbrough v. Reed, 130 Idaho 512, 516, 943 P.2d 1232, 1236 (1997). This Court's inquiry focuses on when a party "discovered or should have discovered the alleged fraud or mistake."
The district court found that the lease agreement was not modified by consent and that the clause was enforceable. Here, there was no modification to the contract as there was no writing signed by both parties. “ ‘If the written agreement is complete upon its face and unambiguous, no fraud or mistake being alleged, extrinsic evidence of prior or contemporaneous negotiations or conversations is not admissible to contradict, vary, alter, add to or detract from the terms of the written contract.’ ” Kimbrough v. Reed, 130 Idaho 512, 515, 943 P.2d 1232, 1235 (1997) (quoting Valley Bank v. Christensen, 119 Idaho 496, 498, 808 P.2d 415, 417 (1991)). The pleadings were not signed by both parties, nor were they verified.
The district court found that the lease agreement was not modified by consent and that the clause was enforceable. Here, there was no modification to the contract as there was no writing signed by both parties. "'If the written agreement is complete upon its face and unambiguous, no fraud or mistake being alleged, extrinsic evidence of prior or contemporaneous negotiations or conversations is not admissible to contradict, vary, alter, add to or detract from the terms of the written contract.'" Kimbrough v. Reed, 130 Idaho 512, 515, 943 P.2d 1232, 1235 (1997) (quoting Valley Bank v. Christensen, 119 Idaho 496, 498, 808 P.2d 415, 417 (1991)). The pleadings were not signed by both parties, nor were they verified.
This Court has long consistently held that a deed which is clear and unambiguous on its face cannot be challenged with parol evidence to show the intent of the parties. Howard v. Perry, 141 Idaho 139, 141-42, 106 P.3d 465, 467-68 (2005) (citing Kimbrough v. Reed, 130 Idaho 512, 515, 943 P.2d 1232, 1235 (1997)). I believe the magistrate court was entirely correct in its holding that this deed is clear and unambiguous on its face, which the majority does not dispute, and therefore parol evidence as to the intent of the grantor is inadmissible.