dissenting.
I respectfully dissent. The outcome of this case turns on the parties’ intent, which we infer from the facts and circumstances surrounding the alleged agreement. Conley, 126 Idaho at 634, 888 P.2d at 808. For this, we look to the words and conduct of the attorneys and their clients. Id. Here, the majority puts too much emphasis on Harwood’s use of the phrase “settlement, in principle.” However, those are not the only words that direct us to his true intent on September 13, 2004. In his letters memorializing their agreement, Harwood indicated that there were only two impediments left between the parties and the ultimate conclusion of the lawsuit: “the formality of approval in the Bankruptcy Court,” and receipt of the trustee’s tax id number in order for Hutchinson to pay his share of the $37,500. Furthermore, in his affidavit in support of the motion to vacate trial, Harwood informed the district court that “Defendant Hutchinson feels that a trial would be an unnecessary waste of time and money.” Examination of all of the parties’ communication through September 13, 2004, indicates a binding oral agreement had been reached by the parties.
This case is not distinguishable from Suitts or Kohring, for the parties had covered all of the material terms of their agreement. Despite the understanding that the parties would execute a standard release, Harwood indicated that the only issues remaining to finalize the settlement were access to the trustee’s tax id number and approval from the Bankruptcy Court. Indemnity and confidentiality were not paramount to the settlement of the case, but were issues that arose after the fact. Just because this settlement agreement was not as complicated as the agreements in Suitts and Kohring does not make it any less enforceable.
Even if it is assumed that the parties disagreed as to the terms involving the release, summary judgment to either party would be inappropriate. Where there are unresolved issues of material fact, it is improper to declare that either party is entitled to judgment as a matter of law. Cf. Edwards, 111 Idaho at 852, 727 P.2d at 1280. Therefore, I would reverse the district court’s grant of summary judgment and remand for trial on the merits.