DAVID BARDIN AMANDA LECAIRE CURT ARNSPIGER ROSANNE ARNSPIGER TODD DAVIDSON CATHERINE LEMAY DAVID BABANEZHAD CHRIS TRAMMELL v. HARRISON HEIGHTS CONDOMINIUM ASSOCIAITON INC (2026)

Ryan and Aaryn Schuster appeal from a judgment of the district court, entered after a court trial, declaring that the RE-22 Real Estate Purchase and Sale Agreements (PSAs) with Benjamin Milbrath for two condominium units were invalid and unenforceable, denying their claim for specific performance, and awarding Milbrath attorney fees and costs as the prevailing party. Schuster ¹ also appeals from the district court's post-judgment order conditioning a stay of the judgment on the posting of an additional $195,000 bond. We affirm the judgment of the district court because the PSAs omit material terms; therefore, they are not valid and enforceable contracts. In addition, Schuster's challenge to the additional bond placed on a stay of the sale pending appeal is moot.

I. Factual and Procedural Background

In 2020, Milbrath began developing the Harrison Heights subdivision in Schweitzer Village, Bonner County. Milbrath first constructed single-family condominiums, then, in early 2021, turned to constructing duplex-style condominiums marketed as “Model 185-D” units. Milbrath retained Chris Chambers of Tomlinson Sotheby's International Realty as his selling agent. Before construction on the duplex-style condominiums started, Chambers listed one unit, Unit 16, on a multistate listing service (MLS). Schuster, a real estate agent based in Coeur d'Alene, learned of the project through the MLS in February 2021. Schuster and his wife intended to use the unit for themselves and as an investment property for a short-term rental.

On February 4, 2021, Schuster and Milbrath executed a PSA for Unit 16. At the same time, Schuster and Milbrath signed the Model 185-D computer-aided design rendering (CAD) and floor plans, which depict a three-story duplex condominium with a garage, kitchen, living area, four bedrooms, four bathrooms, closets, and decks.

Schuster informed Chambers that he had other clients interested in the condominiums and submitted offers on six of the units for those clients. Between February and April 2021, the parties executed PSAs for the following units: Unit 12 (David Bardin and Amanda Lecaire) at $799,000; Unit 13 (David Babanezhad) at $859,900; Unit 14 (Chris Trammell) at $839,000; Unit 15 (Todd Davidson and Catherine Lemay) at $799,000. Schuster prepared the PSAs for Units 12, 13, and 15 by copying verbiage from the Unit 16 PSA that Chambers had drafted earlier for Schuster.

Schuster agreed to transfer his interest in Unit 16 to Curt and Rosanne Arnspiger with a sale price of $899,000. In March 2021, Schuster and Milbrath signed a RE-11 Addendum, which credited Schuster's “earnest money funds and option sheet upgrades collected to date” on Unit 16 toward either Unit 17 or 18. Schuster then executed PSAs for Units 17 and 18 at a purchase price of $849,000 each. Chambers prepared the PSAs for Units 17 and 18.

Each PSA used the 2019 edition of the Idaho Association of Realtors’ Form RE-22, “Pre-Sold New Construction.” Paragraph 7 of nearly all the PSAs ² stated: “SELLER shall construct a new residence and related improvements in accordance with: The SELLER'S model (No. or Name) 185-D.” Paragraph 8, “PLANS AND SPECIFICATIONS” of each PSA had subsection “B” checked, which stated: “BUYER is purchasing a custom built residence not based on a model, but on detailed Plans and Specifications of the residence. BUYER has reviewed and approved all Plans and Specifications, and they are attached and incorporated herein by reference.” No Plans and Specifications were attached to any PSA.

Paragraph 9 provided that the “Plans and Specifications contain descriptions of the grade and type of materials to be used in finishing the residence or a dollar allowance for such items,” with “[t]he cost of said materials ․ included in the purchase price.” Paragraph 10 required a preconstruction meeting. Paragraph 29 contained an attorney-fee clause for litigation arising out of the agreement. Each PSA contained a merger clause and a time-is-of-the-essence clause. Closing dates were July 30, 2022, for Units 12, 13, 15, and 16, and August 31, 2022, for Units 17 and 18, each subject to a 30-day extension.

Within thirty days of executing the PSAs, many of the buyers completed a form titled “Harrison Heights Condominiums Plan 185-D Options” and selected options regarding the location and finish of a fireplace, kitchen configuration, bathroom sinks, inclusion of a linen closet, and location of a hot tub junction box. The Arnspiger PSA contained an additional term at Paragraph 49, adding vaulted ceilings for an additional $10,000.

Construction of the duplex units began in September 2021. Milbrath testified that supply-chain disruptions and price increases caused by the COVID-19 pandemic affected the construction industry. In January 2022, Chambers called Schuster to discuss the purchase prices. The substance of the conversation was disputed at trial. Schuster testified that Chambers stated Milbrath needed a 15.2% price increase per unit and would cancel the contracts unless the buyers consented. Chambers denied demanding a price increase and testified that the discussion concerned upgrade options and finish prices. Schuster sent text messages to Chambers on January 14, 19, and 20, 2022, seeking confirmation that Milbrath would honor the contract prices, to which Chambers did not respond.

On February 3, 2022, Schuster, Trammell, Bardin and Lecaire, Davidson and Lemay, Babanezhad, and Arnspiger filed a complaint against Milbrath, Jane Doe Milbrath, and Craig Mearns d/b/a M2 Construction, alleging breach of contract and intentional interference with prospective economic advantage. They sought specific performance requiring Milbrath to construct and sell the units at the contracted prices and specifications, together with damages. On February 9, 2022, Schuster recorded a lis pendens in Bonner County against Units 12 through 18 pursuant to Idaho Code section 5-505.

On February 15, 2022, Milbrath sent letters to the buyers, copied to Schuster, that attached a description of the finishes available in the “base model” and the optional finishes available at higher prices. The letters requested a response by February 28, 2022, and stated that, in the absence of a response, Milbrath would presume the buyers wanted the “basic unit model option.” On February 17, 2022, Schuster's counsel responded by letter, characterizing the “base model” as “ridiculously bare-bones construction” and threatening “claims for fraud, Consumer Protection Act violations, and tortious interference.”

Schuster filed a first amended complaint changing “Jane Doe Milbrath” to “Karen A. Milbrath.” Schuster subsequently dismissed Craig Mearns d/b/a M2 Construction and Karen A. Milbrath. Other plaintiffs also brought claims, but they did not join this appeal. On November 23, 2022, Schuster moved to amend the complaint to add Harrison Heights Condominium Association, Inc. (HOA) as a defendant and to seek declaratory and injunctive relief against an HOA proposal to restrict short-term rentals. The district court granted the motion.

Schuster filed the second amended complaint on December 9, 2022, asserting four causes of action: breach of contract with specific performance; intentional interference with prospective economic advantage against Milbrath individually; declaratory judgment that the HOA could not impose a restrictive covenant prohibiting short-term rentals; and injunctive relief. Milbrath filed his answer, affirmative defenses, and counterclaims, asserting counterclaims for declaratory relief that the PSAs were not validly formed due to a lack of a meeting of the minds, tortious filing of a lis pendens, slander of title, and unjust enrichment.

While litigation was pending, Milbrath closed on several units with buyers at the original PSA purchase prices. He testified at trial that he did so because he needed funds to pay his builder and complete construction of the other units. In May 2023, Milbrath and the buyers of Unit 15, Davidson and Lemay, signed a RE-11 Addendum providing, in part:

This Addendum shall not affect the pending claims and counterclaims between Buyer and Seller in Bonner County Case No. CV09-22-0157 except for: (A) Buyer's cause of action for specific performance of the Purchase and Sale Agreement; (B) Seller's cause of action against Buyer for a declaration that the Unit 15 Purchase and Sale Agreement was not validly formed; and (C) Seller's cause of action against Buyer for unjust enrichment.

The sales of Units 15 and 16 occurred in June 2023. The sale of Unit 12 occurred in January 2024. The closing on Unit 13 was terminated in January 2024 because the buyer did not meet the deadline to return the signed closing documents. Milbrath returned the buyer's upgrade funds on Unit 13 but retained $50,000 of the deposit as liquidated damages. By the time of trial, Unit 17 and Unit 18 were incomplete and closing had not occurred.

The district court determined that the PSAs for Units 17 and 18 were invalid and unenforceable because they were not clear or definite as to either party's responsibilities under the agreement. The district court found that the PSAs omitted any description of the finished product, and that required Plans and Specifications were not attached. Because of the range of missing terms, the district court concluded that there was no agreement between the parties and that the PSAs were not valid and enforceable contracts.

Having determined that the PSAs were invalid, the district court denied Schuster's claim for specific performance, granted Milbrath's counterclaim for declaratory relief, and ordered Milbrath to return $121,500 in contract deposits to Schuster and $50,000 to the buyer of Unit 13. Because a contract was never formed, the district court dismissed Schuster's breach of contract claim for failure to timely close. The court also determined that Milbrath's alternative counterclaims for breach of contract and unjust enrichment were moot. The district court declared Milbrath to be the prevailing party and entitled to costs and attorney fees under Idaho Code section 12-120(3), holding that the PSAs’ Paragraph 29 attorney fees provision did not apply because the contract was never formed.

Milbrath filed his memorandum and declaration of attorney fees and costs on September 10, 2024, requesting $247,792.50 in attorney fees and $3,035.85 in costs. Schuster objected on September 18, 2024. The district court held a hearing and later issued its decision and order determining the amount of attorney fees and costs, awarding Milbrath net attorney fees and costs of $150,687.35.

Schuster timely filed a notice of appeal. Schuster also filed a motion to stay execution of judgment on appeal and proposed posting a cash bond of $204,934.80, representing 136% of the money judgment. Milbrath did not contest the stay of the money judgment but objected to Schuster's proposed order as overbroad. The district court granted a stay of execution of the money judgment upon posting of the $204,934.80 cash bond. The district court further determined that it would stay the remaining portions of the judgment, including the declaratory relief, upon the posting of an additional $195,000 supersedeas bond.

II. Issues on Appeal

1. Did the district court err in concluding that the PSAs for Units 17 and 18 are not valid and enforceable contracts?

2. Did the district court err by requiring Schuster to post an additional bond to stay the judgment during the appeal?

3. Did the district court err by awarding attorney fees to Milbrath?

4. Is either party entitled to attorney fees on appeal?

III. Standards of Review

Following a bench trial, this Court's review is limited to determining whether the evidence supports the findings of fact and whether those findings support the conclusions of law. Wilson v. Mocabee, 167 Idaho 59, 64, 467 P.3d 423, 428 (2020) (quoting Mortensen v. Berian, 163 Idaho 47, 50, 408 P.3d 45, 48 (2017)). This Court will not overturn findings of fact unless they are clearly erroneous. Id. (citation omitted). In view of this role, the district court's findings of fact will be interpreted liberally in favor of the judgment. Id. (quoting Mortensen, 163 Idaho at 50, 408 P.3d at 48). “This Court freely reviews conclusions of law and may draw its own conclusions from the facts presented in the record.” Walker v. Meyer, 170 Idaho 408, 410, 511 P.3d 828, 830 (2021). We likewise exercise free review over whether the district court's legal conclusions are sustained by the facts it found. Pocatello Hosp., LLC v. Quail Ridge Med. Inv., LLC, 156 Idaho 709, 714, 330 P.3d 1067, 1072 (2014).

“This Court reviews a district court's award of attorney fees for an abuse of discretion.” Alsco, Inc. v. Fatty's Bar, LLC, 166 Idaho 516, 533, 461 P.3d 798, 815 (2020). An abuse of discretion inquiry considers whether the district court: “(1) correctly perceived the issue as one of discretion; (2) acted within the outer boundaries of its 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.” Lunneborg v. My Fun Life, 163 Idaho 856, 863, 421 P.3d 187, 194 (2018).

IV. Analysis

A. The district court correctly determined that the PSAs are not valid and enforceable contracts because they omit material terms.

After a two-day bench trial, the district court determined that the PSAs for Units 17 and 18 were invalid and unenforceable, finding the agreements “too vague, indefinite, and uncertain to determine what [Schuster] contracted to purchase, and what Milbrath contracted to construct.” The district court found that the PSAs omitted any description of the finished product, leaving all finishing trims and amenities to be agreed upon or negotiated later, and that the references to Model 185-D and the CAD rendering were insufficient to identify the units. The court further determined that Paragraph 8B required detailed Plans and Specifications to be attached, that this was a material term, and that the Plans and Specifications were not attached. The district court concluded that there was no meeting of the minds and that the PSAs were not valid and enforceable contracts.

Schuster argues that the PSAs for Units 17 and 18 are valid and enforceable. In his view, the condominiums’ finishes were nonessential terms, the PSAs included provisions for resolving disputes over the finishes during performance, and Milbrath's conduct demonstrated contract formation. Milbrath responds that the PSAs required him to construct custom residences according to Plans and Specifications that never existed, that the parties never agreed on the level of finishes in each unit, and that the district court's unchallenged findings preclude Schuster's position.

The district court did not err in finding and concluding that the parties did not enter into enforceable contracts. Material terms of the PSAs were omitted; specifically, terms to be contained in the Plans and Specifications that were referenced as attached to the PSAs but were never created nor attached. For the reasons explained below, we hold that the parties did not reach a meeting of the minds on all material terms, and no enforceable contracts were formed.

1. A contract is formed when the parties agree on all material terms with reasonable certainty.

“Formation of a valid contract requires that there be a meeting of the minds as evidenced by a manifestation of mutual intent to contract.” Inland Title Co. v. Comstock, 116 Idaho 701, 703, 779 P.2d 15, 17 (1989). This manifests as an offer and acceptance. Id. A “meeting of the minds must occur on all material terms to the contract.” Barry v. Pac. W. Constr., Inc., 140 Idaho 827, 831–32, 103 P.3d 440, 444–45 (2004) (quotation omitted).

Whether a meeting of the minds exists “is an objective inquiry that does not focus on the subjective beliefs or intentions of the parties.” Tricore Invs., LLC v. Est. of Warren ex rel. Warren, 168 Idaho 596, 615, 485 P.3d 92, 111 (2021) (alteration omitted) (quoting BrunoBuilt, Inc. v. Strata, Inc., 166 Idaho 208, 217, 457 P.3d 860, 869 (2020)). “In a dispute over contract formation[,]” the plaintiff bears the burden “to prove a distinct and common understanding between the parties.” Inland Title, 116 Idaho at 703, 779 P.2d at 17.

For a land sale contract to be enforceable, the agreement generally must include “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.” P.O. Ventures, Inc. v. Loucks Fam. Irrevocable Tr., 144 Idaho 233, 238, 159 P.3d 870, 875 (2007) (citations omitted). Beyond that, a 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.” Id. (citation omitted). If the “parties leave a material term for future negotiations, creating a mere agreement to agree[,]” the contract is unenforceable. Gomez v. Hurtado, 174 Idaho 1002, 1010, 554 P.3d 53, 61 (2024) (quoting Treasure Valley Home Sols., LLC v. Chason, 171 Idaho 655, 659, 524 P.3d 1272, 1276 (2023)). Where an agreement “is too vague, indefinite, or uncertain” as to its essential terms, and not merely ambiguous, no meeting of the minds occurred, and courts will “leave the parties as they found them.” See Silicon Int'l Ore, LLC v. Monsanto Co., 155 Idaho 538, 547, 551, 314 P.3d 592–93, 602, 606–07 (2013) (quoting Griffith v. Clear Lakes Trout Co., 143 Idaho 733, 737, 152 P.3d 604, 608 (2007)).

“Formation of a contract is generally a question of fact for the trier of fact ․” Inland Title, 116 Idaho at 702, 779 P.2d at 16. By contrast, the question “whether an agreement is complete ․ is a question of law” that we review de novo. Porcello v. Est. of Porcello, 167 Idaho 412, 426, 470 P.3d 1221, 1235 (2020).

Schuster challenges three legal conclusions the district court drew from its findings of fact: that the omitted terms were material, that no provision of the PSA reduces them to certainty, and that the defect is one of indefiniteness rather than ambiguity. We address each challenge in turn.

2. The Plans and Specifications, and the grade and type of finish materials they were to describe, were material terms of the PSAs.

The parties do not dispute that Chambers, acting for Milbrath, prepared and offered the PSAs for Units 17 and 18, or that Schuster accepted them on March 5, 2021, at a price of $849,000 for each unit. An offer and acceptance manifest intent to contract. Barry, 140 Idaho at 831, 103 P.3d at 444. Still, a “ ‘meeting of the minds’ must occur on all material terms ․” Id. at 831–32, 103 P.3d at 444–45. The question here is which terms were material.

In P.O. Ventures and Tricore, the agreements identified the parties involved, the subject matter, the price or consideration, and a description of the property, and this Court held that they contained “all the essential terms of the agreement[s].” P.O. Ventures, 144 Idaho at 238, 159 P.3d at 875 (addendum for the sale of land contained “all of the minimum essential, material terms”); Tricore, 168 Idaho at 615, 485 P.3d at 111 (citation omitted) (applying the same analysis to the sale of waterfront property). Here, the Unit 17 and 18 PSAs identify Schuster and Milbrath as the parties to the contract, describe Units 17 and 18, state the purchase price of $849,000, set a closing date for August 31, 2022, and include both parties’ signatures.

Unlike the contracts for the sale of real property in P.O. Ventures and Tricore, the contracts here involved a promise to construct customizable residential condominium units. “The scope of the work to be performed is a material term of a construction contract.” Barry, 140 Idaho at 832, 103 P.3d at 445. The PSAs obligated Milbrath to construct condominium units and defined the scope of the work Milbrath was to perform by reference to the Plans and Specifications. Paragraph 7 of the PSA required Milbrath to “construct a new residence and related improvements in accordance with: The SELLER'S model (No. or Name) 185-D.” Paragraph 8B, the subsection checked on nearly every PSA in this case, stated: “BUYER is purchasing a custom built residence not based on a model, but on detailed Plans and Specifications of the residence. BUYER has reviewed and approved all Plans and Specifications and they are attached and incorporated herein by reference.”

Paragraph 8 prohibited any change “to the Plans and Specifications or the purchase price except as agreed to in a written change order signed by BUYER and SELLER which sets forth the changes to be made and the amount of adjustment in the purchase price required by said change.” Paragraph 9 then tied the Plans and Specifications to the price:

SELECTION OF COLORS AND FINISH MATERIALS: The Plans and Specifications contain descriptions of the grade and type of materials to be used in finishing the residence or a dollar allowance for such items. The cost of said materials is included in the purchase price. To the extent that a choice of color or type of material is required, BUYER shall notify SELLER in writing of such selections no later than ___ business days (ten [10] if left blank) after receipt of SELLER'S written request for such selection. If BUYER has not notified SELLER in writing of such selections as set forth above, SELLER shall have the right to make said selections at SELLER'S sole discretion to avoid delay in completion of construction. If BUYER'S selection of color, grade, or type of finishing materials pursuant to this Section are for materials more or less expensive than those described or allowed for in the Plans and Specifications, or attached as an addendum, any adjustments shall be paid for or credited as agreed to by BUYER and SELLER in writing.

Read together, Paragraphs 7 through 9 explain that the Plans and Specifications specify what Milbrath was to build and what Schuster was to purchase. The Plans and Specifications modify the subject matter (i.e., the scope of performance) and the price through a change order process. The parties appeared to incorporate the Plans and Specifications into the PSAs by reference, but no plans or specifications were ever attached.

Schuster reads Lawrence v. Jones, 124 Idaho 748, 751, 864 P.2d 194, 197 (Ct. App. 1993), and Chapin v. Linden, 144 Idaho 393, 397, 162 P.3d 772, 776 (2007), as requiring a failed negotiation before a term becomes essential, and he emphasizes that negotiations over finish materials did not occur when the parties signed the PSAs. Lawrence and Chapin are not as narrow as Schuster suggests.

In Lawrence, the parties executed a written agreement for the installment purchase of two parcels of real property. 124 Idaho at 749, 864 P.2d at 195. An addendum provided that, after the buyer reduced the principal balance by $75,000, the seller would convey one parcel and the remaining balance would be “secured by” the other parcel. Id. at 751, 864 P.2d at 197. The agreement did not specify, however, whether the seller would retain title until payment, place a deed in escrow, receive a mortgage, or use some other security device. Id. The Idaho Court of Appeals held that the uncertainty rendered the entire agreement unenforceable. 124 Idaho at 752, 864 P.2d at 198. The court reasoned that, “[a]lthough a real estate contract need not contain a security provision if none is contemplated, once parties attempt to provide for security it becomes an essential term of the contract.” Id. at 751, 864 P.2d at 197.

In Chapin, the parties “negotiate[d] on two other terms that were important to them,” namely, “the partial deed-release provision and the pre-payment penalty provision.” 144 Idaho at 397, 162 P.3d at 776. The sellers never accepted the partial deed-release provision before negotiations ended. Id. at 395, 162 P.3d at 774. This Court held that no contract was formed because the parties had not reached a meeting of the minds on a material term. Id. at 397, 162 P.3d at 776. “By requesting that the [sellers] consider releasing their security in the [p]roperty incrementally as the loan was paid, the [buyers] put the security term of the contract at issue.” Id. The Court explained that, while a real estate contract does not require a security provision unless the parties contemplate one, once such a provision is introduced, it becomes material. Id. (citing Lawrence, 124 Idaho at 751, 864 P.2d at 197). Because the parties never agreed on that material provision, there was no complete, definite, and certain agreement capable of specific enforcement. Id.

The parties in Lawrence and Chapin negotiated for and included specifics about important terms in their agreements, which indicated those terms’ materiality. Likewise, the parties here provided that Plans and Specifications were to describe “the grade and type of materials to be used in finishing the residence ․” The decisions regarding finish materials that the PSAs referenced were material. A “material term” is defined as “[a] contractual provision dealing with a significant issue such as subject matter, price, payment, quantity, quality, duration, or the work to be done.” Material term, Black's Law Dictionary (12th ed. 2024).

The scale of what the missing Plans and Specifications were to resolve is illustrated by the choices Milbrath eventually identified in his February 15, 2022, letter to Schuster. The base model of the condominium unit specified “builder grade” or “builder's choice” for the deck, windows, heating system, interior paint, ceilings, cabinetry, doors and trim, flooring, countertops, plumbing, and appliances. A “white box” package would cost the buyers $55,000 more. Line-item upgrades, if the highest grades were selected, totaled an additional $210,500, with a hydronic heating system (floor heating using hot water) alone priced at $90,000.

Pursuant to Paragraph 9, the purchase price could not be altered without a written agreement signed by the parties. Still, without the Plans and Specifications, the PSAs do not clarify whether the $849,000 purchase price covers builder-grade finishes, highest quality finishes, or something in between. A term that affects the price, quality, and scope of the work is material.

3. The PSAs never provided material terms.

Material terms required by the PSAs, such as type of finishes for windows, walls, ceilings and countertops; materials for flooring; plumbing upgrades; appliances; and type of heating mechanism were never provided. The district court's findings, which Schuster does not challenge, establish that these material terms were never provided. The parties did not attach Plans and Specifications to any PSA. Other than the Model 185-D CAD drawing, no plan of any kind existed when the parties signed in early 2021. The parties did not attach an addendum specifying the grade and type of finish materials to the PSAs. The CAD drawing was “a conceptual design that did not specify finishes or other amenities,” and it showed nothing about deck material, window grade, heating type, interior paint, ceilings, cabinetry, doors, trim, flooring, countertops, plumbing, or appliances. The option sheets the parties signed addressed the floor plan layout, including the location and finish of a fireplace, a kitchen island, bathroom sinks, a linen closet, and a hot tub junction box. These were isolated selections that did not describe the finished product. As the district court explained, “[t]here was no agreement between Schuster and Milbrath about what the finishes or finish materials would be for the units Schuster was purchasing,” and no plaintiff ever discussed the units, specifications, or finishes with Milbrath.

Based on these findings, the district court concluded that the PSAs “are too vague, indefinite, and uncertain to determine what the Plaintiffs contracted to purchase, and what Milbrath contracted to construct,” because each “omits any description of the finished product, leaving all finishing trims and amenities to be agreed upon or negotiated later.” The court further explained that it was “unable to determine what acts [were] to be performed, i.e. what [was] to be constructed.”

Schuster relies on Barnes v. Huck, 97 Idaho 173, 178, 540 P.2d 1352, 1357 (1975), for the proposition that absolute certainty is not required and that the law leans against the destruction of contracts for uncertainty. Barnes requires “reasonable certainty,” but that certainty still demands that a court be able to identify the promised performance. See id. “A court cannot enforce a contract unless it can determine what it is.” Lawrence, 124 Idaho at 751–52, 864 P.2d at 197–98 (quoting 1 Arthur L. Corbin, Corbin on Contracts § 4.1 (rev. ed. 1993)).

In Barnes, a farmer orally agreed to purchase farm machinery from his landlord, reimburse the landlord for fertilizer, and pay interest. 97 Idaho at 174–75, 540 P.2d at 1353–54. The parties agreed that the buyer would make annual payments from the funds remaining in his farming account, but they did not specify the amount of each installment or a final maturity date. Id. at 175, 540 P.2d at 1354. After making payments of varying amounts for several years, the buyer stopped paying, leaving a principal balance outstanding. Id. The farmer later argued that the agreement was unenforceable because it did not specify whether payment was due in installments or a lump sum, when individual payments were due, or when the entire obligation matured. Id. at 178, 540 P.2d at 1357.

This Court held that the agreement was sufficiently definite and enforceable. Id. The record showed that the debt was payable in installments, with payments to be made at least annually when the parties settled the buyer's farming account. Id. The absence of an express final maturity date was not fatal. Id. The Court explained that when a contract does not specify time for performance, “the law implies” performance “within a reasonable time as determined by the subject matter of the contract,” the parties’ circumstances, and the conditions attending performance. Id. at 178–79, 540 P.2d at 1357–58. Considering the variability of agricultural income and the approximately 12 years since the agreement was made, the Court affirmed the trial court's determination that a reasonable time had elapsed and that the seller could declare the unpaid balance due. Id. at 179, 540 P.2d at 1358.

Unlike the gaps in the contract in Barnes, which the court could fill, the gaps here concern whether the condominium has forced-air or hydronic heat, builder-grade pine or alder trim, or stock or upgraded windows, which the court cannot resolve. Where the parties never settle what one party will convey to the other, no enforceable contract exists. See Watson v. Watson, 144 Idaho 214, 218, 159 P.3d 851, 855 (2007) (no contract formed where the parties failed to reach a meeting of the minds on the description of the property to be conveyed).

Schuster leans on Paragraph 9, which permits the buyer to select colors and materials on the seller's written request and, if the buyer stays silent, permits the seller to choose “at SELLER'S sole discretion to avoid delay in completion of construction.” Paragraph 9 defines its framework by the Plans and Specifications. Its first sentence assumes that the plans exist and contain “descriptions of the grade and type of materials to be used in finishing the residence or a dollar allowance for such items.” Its price sentence includes “said materials,” as those described in the Plans and Specifications. Its adjustment clause charges or credits the buyer only for selections “more or less expensive than those described or allowed for in the Plans and Specifications.” Even the catalyst in Paragraph 9, which provides: “[t]o the extent that a choice of color or type of material is required,” takes content from the missing Plans and Specifications. Without the Plans and Specifications, Paragraph 9 does not (1) specify what the purchase price includes and what costs extra, (2) state an allowance to draw against, or (3) set a standard the seller may impose on the buyer to select the grade and type of finish materials. The PSAs do not “contain provisions which are capable in themselves of being reduced to certainty.” P.O. Ventures, Inc., 144 Idaho at 238, 159 P.3d at 875 (citation omitted).

4. The parties’ conduct confirms, rather than cures, the absence of mutual assent.

Schuster's remaining argument depends on Milbrath's conduct to demonstrate that a meeting of the minds existed, but Milbrath's actions do not establish the assent that the PSAs lack. Schuster first points to Milbrath's year of performance building the condominiums and his testimony that the parties “had an agreement for a base unit, basically, based on the floor plans we had.” However, the determination of whether a meeting of the minds occurred is an objective inquiry that does not consider the subjective beliefs or intentions of the parties. Tricore Invs., 168 Idaho at 615, 485 P.3d at 111. “It is not enough that the parties think that they have made a contract.” Lawrence, 124 Idaho at 751–52, 864 P.2d at 197–98 (quoting Corbin on Contracts § 4.1).

The district court found that no one communicated a base-unit understanding or any understanding of the finished product to Schuster or the other buyers. Schuster rejects that understanding. The complaint sought specific performance “at the contracted prices and specifications,” though no specifications existed. At trial, he took the position that the units were to be built to the highest trim levels. Moreover, counsel's February 17, 2022, letter called Milbrath's base model “nowhere near what was represented to my clients and what they agreed to purchase” and insisted that upgraded features had “already been agreed to and must be part of the construction.” Milbrath's testimony was that as construction “progressed, we would finish out the specifications and finish materials.” Both sides had their own interpretation of what the price represented. Neither party's perspective is reflected in the PSAs, and nothing either party expressed before the dispute manifested a shared understanding.

Next, the February 15, 2022, letters from Milbrath to the buyers show an attempt to reach the agreement that the PSAs postponed. Before those letters, neither Milbrath nor Chambers had raised finish material options with Schuster. At trial, Milbrath explained that decisions on fit and finish became necessary only when framing reached that stage. The letters then identified, for the first time, a base model and priced upgrades and, if the buyers chose upgrades, offered to “amend the purchase agreement to incorporate the additional provisions.” A proposal to amend the agreement to add the disputed terms acknowledges that the terms were open. The buyers’ response, which rejected the base model and demanded upgraded finishes at no additional cost, confirmed that the parties had never shared a common understanding. The mechanism Schuster described as a cure produced an impasse.

Finally, the closings on Units 12, 15, and 16 during this litigation do not support an enforceable agreement between Milbrath and Schuster. Schuster offers the closing of these units as conduct manifesting a contract. However, Schuster did not appeal the district court's separate conclusion that closing did not estop Milbrath from contesting the PSA's validity. The district court concluded that Milbrath maintained his counterclaim that the contracts were not valid throughout litigation, closed on those condominiums to pay his bills and remain solvent, and did so at prices he testified were losses. Whatever else the closings show, they do not show that (1) in March 2021 Schuster and Milbrath shared “a distinct and common understanding,” Inland Title Co. v. Comstock, 116 Idaho 701, 703, 779 P.2d 15, 17 (1989), or (2) the prices listed in the PSAs included the grade or type of materials to be used in finishing the condominiums.

5. The rules of contract construction cannot supply the missing contract terms because the defect is indefiniteness, not ambiguity.

Schuster alternatively argues that the district court should have treated the tension between Paragraph 7 (a residence built “in accordance with” the seller's Model 185-D) and Paragraph 8B (a “custom built residence not based on a model”) as an ambiguity, resolved it under the rules of construction, and determined what grade and type of finish materials the parties agreed to. He asks us to hold the PSAs valid and remand the case to the district court for resolution. Schuster's alternative argument is unavailing.

A contract is ambiguous when its language admits “two different reasonable interpretations or the language is nonsensical.” Potlatch Educ. Ass'n v. Potlatch Sch. Dist. No. 285, 148 Idaho 630, 633, 226 P.3d 1277, 1280 (2010). When parties dispute the meaning of a formed contract, interpretation seeks to determine their intent from the document as a whole. J.R. Simplot Co. v. Bosen, 144 Idaho 611, 614, 167 P.3d 748, 751 (2006).

The issue with the PSAs in this case is not due to the parties presenting two different reasonable interpretations. Paragraph 7 provided: “SELLER shall construct a new residence and related improvements in accordance with ․ [t]he SELLER'S model (No. or Name) 185-D ․” Paragraph 8B provided: “BUYER is purchasing a custom built residence not based on a model, but on detailed Plans and Specifications of the residence.” The referenced Plans and Specifications do not exist. Select either provision or reconcile the two, and the outcome remains unchanged: silence regarding the grade and finish materials. The PSAs lack essential material terms necessary for interpretation.

Schuster warns that affirming the district court's decision will render the RE-22 form useless for presale construction and will require builders to complete full specifications before accepting offers. We disagree. The RE-22 form functions when the parties complete it as intended. Specifically, the parties must include all material terms by either attaching the addendum required by Paragraph 8A or the Plans and Specifications required by Paragraph 8B. This approach allows the parties to presale construction contracts to describe the finished product in any manner that is certain or capable of being reduced to certainty.

In conclusion, the district court's unchallenged findings establish that the PSAs never provided material terms and did not contain provisions capable of reducing them to certainty, and those findings support its conclusion that no enforceable contract was formed. The PSAs are invalid and unenforceable. We affirm the district court's judgment.

B. Schuster's challenge to the additional bond placed on a stay of the sale pending appeal is moot.

The next issue concerns the bond condition the district court placed on a stay of the sale of Units 17 and 18 pending this appeal. The issue arose after judgment. By a letter dated January 22, 2025, Milbrath informed Schuster that he intended to sell the units. Schuster moved to stay the judgment under Idaho Appellate Rule 13(b)(15) and deposited $204,934.80 in cash to secure the money judgment. The district court stayed execution of the money judgment. As to the sale, the court calculated that Milbrath would incur $130,000 in damages for each year he could not sell the units, estimated that the appeal would last eighteen months, and conditioned a stay of the sale on an additional $195,000 bond. Schuster did not post the additional bond, and as a result, the district court did not enter an order staying the sale.

Schuster asks this Court to hold that the additional bond was unwarranted. However, because we affirm the district court's judgment, the issue is moot. “An issue becomes moot if it does not present a real and substantial controversy” capable of resolution “by judicial relief.” Blaskiewicz v. Spine Inst. of Idaho, P.A., 171 Idaho 201, 205, 519 P.3d 1141, 1145 (2022) (citation omitted). “An issue does not present a real and substantial controversy if ‘any judicial relief from this Court would simply create precedent for future cases and would have no effect on either party.’ ” Id. (quoting State v. Barclay, 149 Idaho 6, 8, 232 P.3d 327, 329 (2010)). Having failed to establish the PSAs were enforceable, Schuster has failed to demonstrate an entitlement to a stay of the sale. As a result, any objection to the district court's calculation amount is moot.

C. The district court did not err in awarding attorney fees to Milbrath.

The final issue concerns the district court's award of attorney fees and costs to Milbrath. The district court determined that Milbrath was the prevailing party and awarded fees under Idaho Code section 12-120(3), concluding that the PSAs for Units 17 and 18 constituted a commercial transaction. Idaho Code section 12-120(3) provides:

In any civil action to recover on an open account, account stated, note, bill, negotiable instrument, guaranty, or contract relating to the purchase or sale of goods, wares, merchandise, or services and in any commercial transaction unless otherwise provided by law, the prevailing party shall be allowed a reasonable attorney's fee to be set by the court, to be taxed and collected as costs.

I.C. § 12-120(3). The term “commercial transaction” is defined as any transaction other than those “for personal or household purposes.” Id. “The conveyance of real property may constitute a commercial transaction” when there is a commercial element to the property. See Brown v. Greenheart, 157 Idaho 156, 167, 335 P.3d 1, 12 (2014). “Attorney fees are a discretionary matter for the trial court and are reviewed under an abuse of discretion standard.” Bronco Elite Arts & Athletics, LLC v. 106 Garden City, LLC, 172 Idaho 506, 526, 534 P.3d 558, 578 (2023) (quoting Sun Valley Potato Growers, Inc. v. Tex. Refinery Corp., 139 Idaho 761, 769, 86 P.3d 475, 483 (2004)).

Schuster does not dispute the amount of the award, the prevailing-party determination, or the applicability of section 12-120(3). His sole argument is contingent on the first issue raised on appeal: “[i]f the PSAs for Units 17 and 18 are found valid and enforceable, the attorney fee award must be vacated and the determination of the prevailing party remanded.” Milbrath responds that he prevailed at trial and that the award should stand. Because we affirm the district court's judgment, the court's award of attorney fees and costs is also affirmed, as there is no dispute regarding the amount claimed, the prevailing party determination, or the legal basis for the award.

We hold that the district court did not abuse its discretion in awarding attorney fees to Milbrath. The award of attorney fees to Milbrath is affirmed.

D. Milbrath is entitled to attorney fees on appeal under Idaho Code section 12-120(3).

Milbrath requests attorney fees on appeal under Idaho Code section 12-120(3). When a party alleges the existence of a commercial contract, that claim “triggers the application of [I.C. § 12-120(3)] and a prevailing party may recover fees even if no liability under the contract is established.” Garner v. Povey, 151 Idaho 462, 469, 259 P.3d 608, 615 (2011) (quoting Magic Lantern Prods., Inc. v. Dolsot, 126 Idaho 805, 808, 892 P.2d 480, 483 (1995), abrogated on other grounds by Great Plains Equip., Inc. v. Nw. Pipeline Corp., 136 Idaho 466, 36 P.3d 218 (2001)). Because this appeal, like the action below, arises from an alleged commercial transaction and Milbrath has prevailed on appeal, we award him attorney fees and costs on appeal. I.C. § 12-120(3); I.A.R. 40(a), 41.

V. Conclusion

We affirm the judgment of the district court, and we award Milbrath attorney fees and costs on appeal.

FOOTNOTES

1.   For clarity, all subsequent references to “Schuster” are to Ryan alone.

2.   The PSA for Unit 14, whose buyer was Chris Trammell, was completed slightly differently than the others. Paragraph 7 had an “other” box checked, instead of the “SELLER's model (No. or name) _____”, as well as Paragraph 8A selected rather than 8B. Trammell stipulated to dismiss his claims against Milbrath on August 01, 2023, and an order dismissing those claims with prejudice was issued on August 02, 2023. Because Trammell stipulated to dismiss his claims early in the underlying litigation and did not participate in this appeal, we do not discuss differences in his PSA or purchase process.

MEYER, Justice.

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