Riverside Reaffirmed: Bench-Trier Summary Judgment and the Limits of “Rent Substitution” under a Triple‑Net Lease

Introduction

In Erie Properties, LLC v. Global Growth Holdings, Inc., the Idaho Supreme Court affirmed a Bonner County district court’s summary judgment against a commercial tenant (Global Growth Holdings, Inc., successor to Academy Association, Inc.) for unpaid rent under a triple‑net lease of premium lakefront and island property used as a purported corporate retreat. The Court also upheld dismissal of Global’s unjust enrichment counterclaim and awarded Erie attorney fees under the lease.

The case arises from a complex web of entities connected to non-party Greg Lindberg. Erie Properties (landlord) leased property to Academy Association, Inc. (later converted to Global Growth Holdings, Inc.) on a triple‑net basis requiring annual base rent of $1 million (increasing by 3% yearly) plus all operating expenses. During the lease, Erie (through an affiliate, Dunhill Holdings, LLC) contracted for and paid more than $8.8 million to a contractor (McMahon & Easterbrook Custom Builders) to build a new residence. Global contended that construction expenditures and certain mortgage-related payments should be credited as “rent payments” or “rent substitutes.”

The key questions included:

• Whether a trial court, sitting as the trier of fact (no jury demanded), may grant summary judgment despite potential conflicting inferences—under the Riverside line of cases;
• Whether a tenant under a triple‑net lease can offset base rent with affiliate-funded capital improvements absent a documented agreement;
• Whether unjust enrichment lies where a written lease governs the parties’ obligations;
• Whether equitable defenses (quasi‑estoppel, waiver, laches) had evidentiary support; and
• Whether appellate arguments premised on implied-in-fact or implied-in-law contracts were preserved.

Summary of the Judgment

The Idaho Supreme Court affirmed the district court’s judgment for Erie. The Court held:

• Summary judgment was proper even if conflicting inferences could be drawn, because no jury was requested and the court would serve as the trier of fact. The Court expressly reaffirmed Riverside Development Co. v. Ritchie: in bench trials, a court may resolve conflicting inferences at summary judgment where evidentiary facts are undisputed.
• Global breached the lease by failing to pay the required base rent. The lease did not require Erie to deliver a “corporate retreat” facility as a condition precedent or offset to rent; it merely limited use to a corporate retreat.
• No credit for third‑party construction payments. Global offered no admissible evidence that Dunhill’s payments to McMahon were funded by Global or were accepted as rent substitutes. Even if improvements had been tenant-funded, the lease made improvements part of the landlord’s property and did not authorize offsets.
• Unjust enrichment was unavailable because an express, enforceable contract governed the subject matter; triple‑net payments and improvement-related issues were covered by the lease.
• Equitable defenses (quasi‑estoppel, waiver, laches) failed for lack of evidence.
• Implied-in-fact/in-law contract theories were not preserved below and could not be raised for the first time on appeal.
• Attorney fees to Erie were affirmed below and awarded on appeal under the lease’s fee-shifting clause (as “additional rent”).

Analysis

Precedents Cited and Their Influence

• Riverside Development Co. v. Ritchie, 103 Idaho 515, 650 P.2d 657 (1982): The Court reaffirmed Riverside’s distinctive Idaho rule that—when a bench trial is anticipated and underlying evidentiary facts are undisputed—a court may grant summary judgment despite possible conflicting inferences because the judge, not a jury, will ultimately resolve them. This rule underpinned the affirmance of summary judgment here.
• Nelsen v. Nelsen, 170 Idaho 102, 508 P.3d 301 (2022): Recent authority reiterating Riverside’s bench-trial summary-judgment doctrine; cited to confirm the vitality of Riverside.
• Owen v. Smith, 168 Idaho 633, 485 P.3d 129 (2021); Trumble v. Farm Bureau, 166 Idaho 132, 456 P.3d 201 (2019); Barton v. Board of Regents, 173 Idaho 885, 550 P.3d 293 (2024): Standards for summary judgment—no genuine dispute as to material fact; movant’s burden to cite record; nonmovant must produce admissible evidence; mere scintilla is insufficient.
• Stanger v. Walker Land & Cattle, LLC, 169 Idaho 566, 498 P.3d 1195 (2021): Contract interpretation principles—mutual intent from the four corners where unambiguous; courts enforce plain language regardless of subjective intent.
• McCarthy Corp. v. Stark Investment Group, LLC, 168 Idaho 896, 489 P.3d 804 (2021): Elements of breach of contract (existence, breach, causation, damages).
• Bradbury v. City of Lewiston, 172 Idaho 393, 533 P.3d 606 (2023): Inferences at summary judgment must be reasonable and grounded in the record.
• Dickenson v. Beneway County Sheriff, 172 Idaho 144, 530 P.3d 691 (2023); Cole v. Idaho PUC, 565 P.3d 815 (Idaho 2025): Appellate courts will not search the record or construct arguments; nonmovants must point to specific record evidence.
• Preservation: State v. Gonzales, 165 Idaho 667, 450 P.3d 315 (2019); State v. Hoskins, 165 Idaho 217, 443 P.3d 231 (2019); Garcia‑Rodriguez, 162 Idaho 271, 396 P.3d 700 (2017); Garner v. Bartschi, 139 Idaho 430, 80 P.3d 1031 (2003): Issues not raised below cannot be advanced on appeal—fatal to Global’s implied-contract theories.
• Equitable defenses:
  • Quasi‑estoppel: Hollingsworth v. Thompson, 168 Idaho 13, 478 P.3d 312 (2020); Trumble (elements; no need for misrepresentation or reliance but requires inconsistent positions and unfair advantage). No evidence here of Erie’s inconsistent positions.
  • Waiver: River Range, LLC v. Citadel Storage, 166 Idaho 592, 462 P.3d 120 (2020); Knipe Land Co. v. Robertson, 151 Idaho 449, 259 P.3d 595 (2011); Pocatello Hospital, LLC v. Quail Ridge, 156 Idaho 709, 330 P.3d 1067 (2014); Eagle Springs HOA v. Rodina, 165 Idaho 862, 454 P.3d 504 (2019): A clear, intentional relinquishment is required, especially in the face of anti‑waiver clauses; Global showed none.
  • Laches: Access Behavioral Health v. DHW, 170 Idaho 874, 517 P.3d 803 (2022); Mountain Home Irr. Dist. v. Duffy, 79 Idaho 435, 319 P.2d 965 (1957): Requires prejudicial delay; record did not support it.
• Attorney fees: Treasure Valley Home Solutions, LLC v. Chason, 171 Idaho 655, 524 P.3d 1272 (2023); Breckenridge Prop. Fund 2016, LLC v. Wally Enterprises, Inc., 170 Idaho 649, 516 P.3d 73 (2022); Lettunich v. Lettunich, 145 Idaho 746, 185 P.3d 258 (2008); Sullivan v. BitterSweet Ranch, LLC, 172 Idaho 755, 536 P.3d 867 (2023): Discretionary standard; fee awards under a lease can be dispositive without reaching statutory bases. Applied here to award fees to Erie below and on appeal under the lease clause treating fees as “additional rent.”

Legal Reasoning

1) The Riverside bench-trial summary judgment rule controlled

Because neither party demanded a jury, the district court would be the trier of fact. The Supreme Court held it was “proper” for the court to resolve conflicts between competing inferences on summary judgment where the underlying evidentiary facts were undisputed. This reaffirms and crystalizes the Idaho-specific procedural rule that distinguishes bench trials from jury trials at the summary judgment stage.

2) Contract interpretation: the triple‑net lease was unambiguous

• The lease required Global to pay base rent of $1,000,000 per year (increasing 3% annually) in monthly installments, “without deductions or offsets,” plus all operating expenses (taxes, utilities, assessments, maintenance, insurance, etc.).
• Nothing in the lease obligated Erie to “deliver a corporate retreat” structure; the phrase “Corporate Retreat” was a use restriction, not a landlord build-out obligation. Global’s own counsel conceded the lease had no such construction requirement.
• The lease’s late fee provision (5% of outstanding rent per day for 20 days) and default remedies allowed termination after nonpayment. Erie properly terminated in 2022.
• An “improvements become landlord’s property” clause provided that additions or improvements (except movable furniture) became Erie’s property upon lease termination, further undermining any claim to rent credit for capital projects.

3) Evidence deficiencies doomed Global’s “rent substitution” theory

The Court emphasized that inferences must be grounded in actual record evidence. Global contended that Dunhill’s $8.8 million in payments to McMahon were “funded by Global” and were intended—and accepted—as rent substitutes. But:

• Global identified no written agreement (amendment, side letter, or correspondence) where Erie agreed to accept construction payments “in lieu of” rent.
• Deposition testimony from Global’s witness (Sandi White) failed to establish the necessary funding trail; she conceded she did not know whether “every single dollar” to Dunhill came from Global, and promised documents were not produced.
• Merely pointing to common control by Lindberg was insufficient. The Court held Dunhill and Erie were affiliated via ownership/management, whereas Global was a separate company with no corporate affiliation to Erie. Corporate separateness mattered absent proof to pierce the veil or establish agency.
• Payments made by Dunhill on the McMahon contract appeared more logically to be Erie’s affiliate paying Erie’s own construction bills—not tenant rent payments.
• As to mortgage payments, the record did not support equating STCU payments with “rent” in a way that compelled identical treatment for the McMahon payments; and in any event, Global still paid far less than base rent. The district court reduced damages by amounts actually paid (including a security deposit), but that did not transform capital construction into rent.

4) Unjust enrichment and equitable defenses could not circumvent the lease

• Unjust enrichment: Precluded where an express, enforceable contract covers the field. The triple‑net lease expressly governed rent, operating expenses, and improvements. The improvements clause confirmed the new residence became Erie’s property at lease end; equity could not rewrite that allocation.
• Quasi‑estoppel: No evidence Erie took inconsistent positions or gained an unconscionable advantage by “switching” positions. Assertions of acquiescence could not substitute for proof.
• Waiver: Needed clear, intentional relinquishment of a known right. None shown. Where contracts include anti‑waiver clauses, proof must show intent to waive the clause and the underlying right; Global offered neither.
• Laches: Requires prejudicial delay and lack of knowledge that rights would be asserted. Erie’s delay in terminating the lease benefitted, not prejudiced, Global; record did not establish the elements.

5) Preservation: no implied contract theories on appeal

Global argued on appeal for the first time that the parties formed implied-in-fact or implied-in-law agreements to accept construction and mortgage payments as rent substitutes. Idaho’s preservation rule barred these arguments; appellate courts will not consider issues not raised below.

6) Fees and costs

The lease contained a fee-shifting clause obligating the lessee to pay “as additional rent all reasonable fees, costs, charges of enforcement and collection including attorney fees.” The district court’s fee award was affirmed, and Erie was awarded its fees and costs on appeal under the lease. Because the lease controlled, the Supreme Court did not reach statutory fee bases.

Impact

• Procedural law—summary judgment in bench trials. This decision decisively reaffirms that, in Idaho, Riverside remains controlling: when a case is to be tried to the court and evidentiary facts are undisputed, the possibility of conflicting inferences does not bar summary judgment. Practitioners should be prepared for more dispositive rulings where factual disputes are inferential rather than evidentiary—and consider jury demands strategically.
• Triple‑net leases—no offset without documentation. Tenants cannot unilaterally convert capital improvement expenditures—or affiliate payments—into rent credits. Offsets must be expressly documented. The “improvements become landlord’s property” clause will be enforced as written.
• Corporate groups—common control is not enough. Payments by an affiliate (even under common control) will not be attributed to the tenant absent admissible evidence of funding, agency, assumption, or an agreement to treat them as rent. Corporate separateness is respected unless properly overcome.
• Unjust enrichment and equitable defenses—narrow runway in contract cases. Where a comprehensive lease governs, equity will not be used to reallocate contractual risks or recharacterize payments; courts will require proof of elements with record evidence.
• Appellate practice—preservation and record-building matter. The Court reiterated it will not “search the record” or construct arguments for parties. Implied-contract theories and other new issues must be raised below and supported with evidence.
• Fee exposure—commercial leases. Fee provisions drafted as “additional rent” will be enforced on the merits and on appeal, increasing end-of-case exposure for losing tenants who default under triple‑net leases.

Complex Concepts Simplified

• Triple‑net lease (NNN): Tenant pays base rent plus “nets”—taxes, insurance, and maintenance/operating expenses. Under “without deductions or offsets” clauses, tenants cannot offset rent with other payments unless the lease expressly allows it.
• Assignment of rents: Landlord assigns its right to collect rent to a lender (here, STCU) as security for a loan. A tenant might make payments directly to the lender, but that does not, without more, redefine the nature of required rent or excuse base rent obligations.
• Improvements clause: Many commercial leases provide that structural additions/improvements become part of the realty and belong to the landlord upon termination, regardless of who funded them.
• Bench-trial summary judgment (Riverside rule): If no jury is requested and evidentiary facts are undisputed, Idaho trial courts may resolve conflicting inferences at summary judgment because the judge will be the fact-finder at trial.
• Unjust enrichment vs. express contract: Equity generally does not apply when a valid written contract covers the same subject; courts enforce the bargain, not an equitable redo.
• Quasi‑estoppel: Prevents a party from taking inconsistent positions that produce an unconscionable advantage; distinct from equitable estoppel (which requires misrepresentation and reliance). Still requires evidence of inconsistency and unfairness.
• Waiver: A clear, intentional relinquishment of a known right; often hard to prove against contracts containing anti‑waiver language.
• Laches: Bars relief where a plaintiff’s unreasonable delay prejudices the defendant; requires proof of delay, lack of knowledge, and prejudice.
• Preservation of issues: Appellate courts generally refuse to consider arguments not raised in the trial court; parties must timely raise and develop arguments with supporting evidence.

Conclusion

Erie Properties v. Global Growth Holdings is a robust reaffirmation of two core Idaho doctrines: (1) Riverside’s bench-trial summary judgment rule, and (2) the primacy of unambiguous lease language over equitable and inferential attempts to recharacterize obligations. The Supreme Court held that a tenant cannot secure rent credits for affiliate-funded construction absent concrete evidence of an agreement to treat those payments as rent substitutes. In triple‑net leases, base rent means base rent—paid “without deductions or offsets”—and operating expenses are additive, not alternative. Unjust enrichment and equitable defenses will not displace a comprehensive, enforceable lease; nor will appellate courts entertain unpreserved implied-contract theories.

For commercial landlords and tenants, the decision underscores the importance of clear documentation if parties intend to treat third‑party payments or capital improvements as rent credits. For litigators, it signals that Idaho courts will apply Riverside to streamline bench-tried cases at summary judgment where evidentiary facts are undisputed, and that appellate relief will be unavailable for arguments not preserved or unsupported by the record. Finally, fee provisions in leases—especially those defining fees as “additional rent”—will be enforced through appeal, shaping the risk calculus for both sides in lease disputes.