Full Opinion

IN THE SUPREME COURT OF THE STATE OF IDAHO Docket No. 53115 DAVE and ARDEAN ARMITAGE, husband ) and wife, ) ) Plaintiffs-Counterdefendants- ) Respondents, ) September 2026 Term ) v. ) Opinion Filed: October 28, 2026 ) BRANDAAN and MELISSA DEGROOT, ) Melanie Gagnepain, Clerk husband and wife, ) ) Defendants-Counterclaimants- ) Appellants. ) _______________________________________ ) Appeal from the District Court of the Second Judicial District of the State of Idaho, Nez Perce County. Michelle Evans, District Judge. The district court’s order on the amended motion for reconsideration is affirmed; and the district court’s order on reconsideration of attorney fees is affirmed. Clark & Feeney, LLP, Lewiston, for Appellants. W. Jeremy Carr appeared, submitted on the briefs. Ramsden, Marfice, Ealy, & De Smet, LLP, Coeur d’Alene, for Respondents. Jack A. Mosby appeared, submitted on the briefs. _____________________ BRODY, Chief Justice This appeal involves the district court’s decision to reject the application of the merger doctrine in a real property dispute and its decision to award attorney fees to the sellers under Idaho Code section 12-120(3). Brandaan and Melissa DeGroot purchased a family cabin and its contents from Dave and Ardean Armitage. After closing the sale, a dispute arose over payment for the personal property, and the Armitages sued for breach of contract. Following a bench trial, the district court entered judgment in favor of the Armitages for $96,538 in damages plus attorney fees. The DeGroots challenge the district court’s denial of their post-trial motion for reconsideration. They do not challenge the district court’s findings of fact but instead argue that 1 the district court erred in refusing to apply the merger doctrine to bar the Armitages’ claim. They contend that, given the district court’s conclusion that the parties mutually intended to transfer both the real and personal property in a single transaction for a total amount of $450,000, their promise to pay the $100,000 for the personal property merged into the warranty deed and was extinguished at closing. They argue the district court’s legal analysis of the merger doctrine was erroneous and that the case should be remanded for reconsideration of the issue. The DeGroots also challenge the district court’s award of attorney fees to the Armitages under Idaho Code section 12-120(3). Their contention is that any civil action that falls within the ambit of section 12-120(3) must involve a “commercial transaction.” For the reasons discussed below, we affirm the district court’s decisions. I. FACTUAL AND PROCEDURAL BACKGROUND A. The property and the parties. In July 2024, the Armitages agreed to sell their real property in Lenore, Idaho, to the DeGroots. The ten-acre property included a cabin, a three-bay enclosed shop, a shed, outhouse, wooded areas, and an open meadow overlooking Dworshak Reservoir (collectively, “Property”). Dave Armitage and his twin brother, Doug, built the cabin, and the two families owned the property together for about twenty years. The Armitages became the sole owners of the Property when Doug passed away. The Armitages and their extended family treated the Property as their getaway spot, hosting vacations, reunions, and a wedding on the property. Because of their advancing age, and Dave’s health problems, Ardean decided it was time to sell the Property in the summer of 2024. B. The transaction. On July 4, 2024, Ardean told her neighbors that she and Dave were ready to sell the Property. The news traveled fast, and the DeGroot family heard about the opportunity the next day. Three days later the parties shook hands, agreeing on $450,000 cash for the real property and the personal property on the premises. On July 8, 2024, the DeGroots arrived back at the Property with two documents they drafted to effectuate the transaction. While the Armitages had reservations with there being two documents instead of one, they signed both documents. The first document, titled “Idaho Residential Real Estate Purchase Agreement” (“Real Estate Agreement”) addressed the purchase of the single-family home and ten acres of land. The second document, titled “Idaho General Bill of Sale” (“Personalty Agreement”) addressed the sale of the personal property. The Real Estate Agreement provided that the Armitages agreed to sell the real property to the DeGroots for $350,000, cash. The Real Estate Agreement also addressed the 2 sale of the personal property on the premises in three different provisions: (1) “the Seller shall include the following personal property: Separate Agreement,” (2) “the Seller DOES NOT include the following fixtures: Personal Items and Pictures only,” and (3) “Additional Terms and Conditions: Seller to Include All contents, furniture, tools, Appliances, 2 Four Wheelers, Boat, and any/all other Contents of Shop and House.” The Personalty Agreement provided a separate purchase price of $100,000 for “[a]ny and [a]ll contents of all buildings” located on the premises. It also listed two 4-Wheeler recreational vehicles, a boat, and a trailer, with the “REMAINDER UNKNOWN.” The district court noted in its findings of fact that neither party performed a complete inventory of the personal property at signing or by closing. Above the description of the personal property, the Personalty Agreement stated: “Purchase Conditioned upon Completed Purchase of [Physical Address], by: DEGROOTS, FROM: ARMITAGE.” The district court found that the Armitages intended to sell the real property and the personal property altogether for $450,000. The district court also found that the DeGroots would not have purchased the personal property independent of the real property. C. The disappearances of personal property from the premises. After the Real Estate Agreement and Personalty Agreement were signed, the Armitages promptly packed up the few personal items that the Real Estate Agreement allowed them to retain and headed back home to Washington. The items they took included a large sign saying, “Doug’s Den” (the name of Dave’s twin), which Brandaan DeGroot helped them load into their car, as well as a sauerkraut cutter and some photos. When the Armitages left the Property that day, they mistakenly left behind Ardean’s customized hiking poles. The remainder of the personal property in and around the Property were to be transferred to the DeGroots at closing, except for some fishing poles that were going to be picked up by the Armitages’ nephew, Jared Meske. The parties closed their transaction on July 26, 2024. It is not disputed that the Armitages conveyed title of the Property to the DeGroots, and the DeGroots paid the $350,000 in return. The warranty deed does not appear to have been presented as an exhibit at trial, and it does not otherwise appear to be in the record on appeal. The DeGroots never paid the $100,000 contemplated under the Personalty Agreement. When the DeGroots arrived at the Property after closing, they discovered some of the items that they had anticipated being left on the premises were missing. They claimed the items included: 3 (1) a radial saw; (2) a trolling motor; (3) a pair of walkie talkies; (4) the large “Doug’s Den” sign; (5) a white utility trailer and damaged tire; (6) high-power binoculars; (7) various hand tools, including a mallet and a rake; (8) Ardean’s custom hiking poles; (9) various gas cans; (10) a Sorry board game; (11) a spotting scope and related stand; (12) an electric constellation finder; (13) a binocular stand; and (14) a shovel. Many of these items were later discovered to be in the possession of Meske who had visited the property prior to closing to pick up the fishing poles that the Armitages had expressly excluded from the sale. The binoculars, the Sorry board game, the electric constellation finder, and binocular stand were allegedly returned prior to closing. The white utility trailer (minus a tire) was returned after closing and after Meske’s wedding. The district court estimated the value of the missing items to be, at most, $3,462. D. The breach of contract complaint and resulting litigation. The Armitages filed suit, seeking recovery of the $100,000 contemplated by the Personalty Agreement. Following the bench trial, the district court ruled in favor of the Armitages on their breach of contract claim. The district court concluded that the Armitages had substantially complied with their obligations and that the removal of the personal property did not constitute a material breach. In its judgment, the district court awarded the $100,000 in damages to the Armitages; however, it offset the $100,000 award by $3,462 to account for the missing items. The Armitages have not challenged the offset on appeal. Following the issuance of the findings of fact and conclusions of law, the DeGroots filed a motion for reconsideration. Contrary to the position they took at trial, the DeGroots argued that, given the district court’s finding that the parties intended the Real Estate Agreement and Personalty Agreement to constitute a single transaction, the DeGroots’ promise to purchase the personal property merged with the warranty deed at the time of closing and extinguished their obligation to pay the $100,000 contemplated in the Personalty Agreement. The district court denied the DeGroots’ motion. The Armitages filed a motion for attorney fees pursuant to Idaho Code section 12-120(3). The district court initially denied the request for attorney fees, but granted it upon reconsideration. The Armitages argued that because the Personalty Agreement was titled “Idaho General Bill of Sale,” it constituted a “bill” under Idaho Code section 12-120(3). Drawing on a Black’s Law Dictionary definition of “bill of sale,” the district court concluded the Personalty Agreement was 4 a “bill” as that term is used in the statute and granted the Armitages attorney fees. The DeGroots timely appealed. II. STANDARDS OF REVIEW When deciding a motion for reconsideration, the district court employs the same standard of review that it used when deciding the original motion that is being reconsidered. Fragnella v. Petrovich, 153 Idaho 266, 276, 281 P.3d 103, 113 (2012). This Court reviews a trial court’s decision to grant or deny a motion for reconsideration using the same standard employed by the trial court. Id. Since this Court is reviewing the district court’s decision on the DeGroot’s motion for reconsideration of the findings of fact and conclusions of law, this Court “is limited to determining whether the evidence supports the findings of fact and whether the findings of fact support the conclusions of law.” Burns Concrete, Inc. v. Teton County, 168 Idaho 442, 451, 483 P.3d 985, 994 (2020) (citing Caldwell Land & Cattle, LLC v. Johnson Thermal Sys., Inc., 165 Idaho 787, 795, 452 P.3d 809, 817 (2019)). This Court employs free review over the district court’s conclusions of law and may determine whether the trial court correctly stated the applicable law and whether the facts sustain its legal conclusions. Id. (citing Kunz v. Nield, Inc., 162 Idaho 432, 438, 398 P.3d 165, 171 (2017)). Upon review of mixed questions of law and fact, “this [C]ourt will differentiate among the fact-finding, law-stating, and law-applying functions of the trial courts.” Haight v. Dales Used Cars, Inc., 139 Idaho 853, (Ct. App. 2003) (citing Staggie v. Idaho Falls Consol. Hosps., Inc., 110 Idaho 349, 351, 715 P.2d 1019, 1021 (Ct. App. 1986)). When reviewing a motion for reconsideration of an award of attorney fees, this Court reviews the decision under the abuse of discretion standard. Med. Recovery Servs., LLC v. Lopez, 163 Idaho 281, 282–83, 411 P.3d 1182, 1183–84 (2018) (quoting Simono v. House, 160 Idaho 788, 791, 379 P.3d 1058, 1061 (2016)). If the dispute over the award of attorney fees depends upon the interpretation of a statute, then this Court exercises free review over that legal question. Id. (citation omitted). III. ANALYSIS A. The district court did not err by concluding that the promise contemplated by the Personalty Agreement did not merge with the warranty deed. The DeGroots challenge the district court’s denial of their amended motion for reconsideration. After the district court issued its findings of fact and conclusions of law, the DeGroots argued that the merger doctrine barred the Armitages’ claim. They argue that, since the 5 district court found that the parties intended a single $450,000 transaction for the purchase of the real property and the personal property, their promise to pay the $100,000 for the personal property merged with the warranty deed at closing. The district court rejected that argument, pointing out that the Armitages took the position prior to trial that the merger doctrine did not apply. The district court went on to analyze the merger defense and concluded that merger did not apply because the Personalty Agreement was not antecedent to the warranty deed and the promise of payment envisioned by the Personalty Agreement was collateral to the deed. On appeal, the DeGroots do not contest that the Personalty Agreement contemplates a $100,000 promise to pay the Armitages after closing. Rather, the DeGroots argue that the merger doctrine should apply for two reasons: (1) the unified contract—the Personalty Agreement and the Real Estate Agreement—was antecedent to closing and (2) the collateral promise exception does not apply. On this basis, the DeGroots ask that this Court reverse the district court’s order. The DeGroots are correct that the Personalty Agreement was “antecedent” to the warranty deed but are incorrect on the application of the collateral promise exception. The district court’s determination that the Real Estate Agreement and Personalty Agreement constituted a single contract is consistent with the legal conclusion that the one contract may contemplate two transactions—more accurately, two promises of payment—one of which the parties intended to survive closing. Therefore, we affirm the district court’s decision on the basis of the collateral promise exception. The merger doctrine is a fundamental principle of real property law. See Jolley v. Idaho Sec., Inc., 90 Idaho 373, 382, 414 P.2d 879, 884 (1966). It is a sister doctrine of the parol evidence rule. Both the merger doctrine and the parol evidence rule, when applied, prevent prior or separate agreements from altering the terms of a final written agreement. The merger doctrine creates a “prima facie presumption of law” that acceptance of a deed is “execution of the whole contract.” A. G. Shepard, Annotation, Deed as superseding, or merging, provisions of antecedent contract imposing obligations upon the vendor, 84 A.L.R. 1008 (1933). This Court explained more than sixty years ago that once a deed is accepted, it generally replaces any earlier contract, and any resulting claim must be based on the covenants or promises within the deed itself, not the prior contract: [A]cceptance of a deed to premises generally is considered as a merger of the agreements of an antecedent contract into the terms of the deed, and any claim for 6 relief must be based on the covenants or agreements contained in the deed, not the covenants or agreements as contained in the prior agreement. Jolley, 90 Idaho at 382, 414 P.2d at 884; see also Bear Crest Ltd., LLC v. State ex rel. Idaho Transp. Dep’t, 176 Idaho 262, ___, 575 P.3d 846, 856 (2025) (“Put differently, the four corners of the deed govern the conveyance. The deed generally subsumes and extinguishes any covenants or promises in the contract of sale.”). The district court concluded that the merger doctrine did not apply to the Personalty Agreement since it and the Real Estate Agreement “were made simultaneously.” The DeGroots assert that this is a misapplication of the merger doctrine. They argue that because the district court found that the Personalty Agreement and the Real Estate Agreement constitute one contract, the Personalty Agreement must be considered antecedent to the deed, which is the focus of the merger doctrine. The DeGroots are correct; antecedence is measured relative to the deed, not relative to the companion contract. While the district court’s analysis on this point was erroneous, its ultimate decision to reject the application of the merger doctrine was still correct. The district court correctly rejected the application of the merger doctrine because the promise within the Personalty Agreement fits within the collateral promise exception to the merger doctrine. The district court concluded that “the rights with respect to the personal property were conferred to the DeGroots collaterally and independently from the deed because the DeGroots opted to draft two separate contracts.” The district court supported this by stating: “the DeGroots opted to not write one contract” but “instead . . . created two transactions to [e]ffect the sale of real estate and personal property.” In other words, the district court concluded that there was one contract, and that by supplying two documents to effectuate the sale, the DeGroots intended that there be two promises of payment: one promise of payment of $350,000 for real estate, as set forth in the Real Estate Agreement, and a second promise of $100,000 for the personal property to be paid later, as set forth in the Personalty Agreement. This Court has recognized two exceptions to the merger doctrine. The first exception is that the merger doctrine will not apply where a court finds fraud or mutual mistake. See West v. Bowen, 127 Idaho 128, 130, 898 P.2d 59, 61 (1995). The second exception is the collateral promise exception. Generally, this exception provides that “the merger doctrine does not apply when there are collateral or independent agreements that the parties intended to survive the delivery of the deed.” 9 Thompson on Real Property § 82.13(d) (David A. Thomas 4th ed., 2025). This exception 7 allows a promise within a real estate contract to survive merger with the deed at closing. Fuller v. Callister, 150 Idaho 848, 853, 252 P.3d 1266, 1271 (2011). We have addressed the collateral promise exception in a number of cases over the years, but we have not clearly articulated an analytical framework to be applied. See Jolley, 90 Idaho at 383, 414 P.2d at 884–85 (“[T]he question to be determined is whether the parties have intentionally surrendered or waived [delivery and acceptance-related] stipulations.”); Sells v. Robinson, 141 Idaho 767, 772, 118 P.3d 99, 104 (2005) (“Where the right claimed under the contract . . . inheres in the very subject-matter with which the deed deals, a prior contract covering the same subject- matter cannot be shown as against the provisions of the deed.” (citation modified)). See also Fuller, 150 Idaho at 853, 252 P.3d at 1271 (“[W]here not all of the prior contract’s provisions were complied with, where those contractual provisions are collateral stipulations there is no presumption that any party intended to give up the benefit of such covenants, and this is a question of intent.”). Distilling these holdings, today we make clear that the collateral promise exception applies if (1) the promise at issue is “collateral” and (2) the parties intended that promise to survive merger with the deed. A promise within a purchase and sale agreement is considered to be “collateral” if it does not relate to title, possession, parcel size, or agricultural crops. McOmber v. Thompson, 175 Idaho 970, 987, 572 P.3d 736, 753 (2025) (citing Jolley, 90 Idaho at 383–84, 414 P.2d at 885). For instance, in Fuller, the Fullers agreed to sell 12.73 acres of land but executed an addendum to the contract reserving to themselves the proceeds from the anticipated condemnation of a right-of-way over the land by the Ada County Highway District (“ACHD”). 150 Idaho at 850, 252 P.3d at 1268. The addendum provided: 3. Seller to receive any and all funds paid for road right of way including land, landscaping, fencing, sprinklers and temporary easements. Escrow instructions by the title company will cover the receipt and disbursement of the right of way funds. It is understood that buyer will be deeding the right of way to ACHD and that the seller, Dave and Shirley Fuller will receive all of said funds paid by ACHD. Said amount has not yet been determined and Dave and Shirley Fuller retain the right to negotiate the amount with ACHD. Id. at 852, 252 P.3d at 1270. This reservation did not appear in the subsequent warranty deed issued at closing. Id. The district court in Fuller applied the doctrine of merger and granted summary judgment in favor of the purchasers. Id. at 850–51, 252 P.3d at 1268–69. This Court reversed the district 8 court’s decision, holding the addendum was enforceable. Id. at 854, 856, 252 P.3d at 1272, 1274. This Court concluded the addendum was collateral because it dealt only with money. Id. at 852, 252 P.3d at 1270. It held that, since the “reservation of the potential condemnation proceeds was part of the consideration for the property,” the “reservation” did not merge with the deed. Id. at 854, 252 P.3d at 1272 (citing with approval McGovern Builders, Inc. v. Davis, 468 N.E.2d 90, 92 (Ohio Ct. App. 1983)) for the proposition that terms pertaining to the consideration to be paid for a real estate transaction are not merged into a subsequently executed deed). With respect to the second element of the collateral promise exception, whether the parties’ intended the term to survive the merger of the agreement with the deed, we explained that, “[b]y the very nature of the obligation established in Addendum # 1 [sic], it is clear that the parties expected that provision to continue in effect after the execution of the warranty deed.” Id. Addendum #1 required that the buyer deed over a right-of-way to ACHD. Id. “If the transfer of the right-of-way was expected to occur prior to the buyer’s acquisition of the property[,] the buyer would not need to be involved in the transfer of deed for that right-of-way.” Id. The DeGroots spend much of their opening brief arguing against the district court’s decision to reject the merger doctrine. They argue that the district court’s assertion that the Personalty Agreement contained a promise collateral to the real estate conveyance “blatantly contradicts” its “foundational” conclusion that the parties mutually intended that the two agreements constitute a single contract. The DeGroots essentially argue that the agreements cannot simultaneously be treated as part of the same contract and as separate contracts for purposes of determining whether the promise within the Personalty Agreement is collateral. They argue that, in order for a promise to be collateral, the promise must be in a separate contract unrelated to the real estate purchase. However, the DeGroots misunderstand the collateral promise exception. Even if there is only a single contract in a single document, a promise within the contract itself may still be collateral to the deed and survive closing. See Fuller, 150 Idaho at 853, 252 P.3d at 1271 (“Noting that an abstract of title does not relate to the title, possession, quantity or emblements of the land, the Jolley Court concluded that the agreement to furnish an abstract was a collateral stipulation that was not merged through acceptance of the warranty deed.”) (citing Jolley, 90 Idaho at 385, 414 P.2d at 886). Turning to the substance of the DeGroots’ merger argument, the promise within the Personalty Agreement is collateral to the deed because it does not relate to the title, possession, 9 parcel size, or agricultural crops. McOmber, 175 Idaho at 987, 572 P.3d at 753 (citing Fuller, 150 Idaho at 853, 252 P.3d at 1271). It is a term concerning money, which is the consideration for the sale of the personal property left by the Armitages. Consideration does not impact the validity or invalidity of title within the deed, nor does consideration set forth terms as to who can possess the property; it does not describe the parcel’s size or bounds, and it has nothing to do with crops. Moving to the second element, the parties’ intent that the term survive merger with the deed, we need to begin with the deed itself. If intent is “plainly expressed in the very terms of the deed, it will be decisive.” Fuller, 150 Idaho at 854, 252 P.3d at 1272 (2011) (quoting A. G. Shepard, Annotation, Deed as superseding, or merging, provisions of antecedent contract imposing obligations upon the vendor, 84 A.L.R. 1008 (1933)). Since examining for “plainly expressed” language in a deed involves principles of contractual interpretation, this is a question of law. Bear Crest Ltd. LLC, 176 Idaho at ___, 575 P.3d at 858 (“If the terms of the contract are unambiguous, intent can be ascertained as a matter of law by looking within the four corners of the document.”). Here, however, the deed is not in the record on appeal. Nor does it appear to have been presented to the district court in connection with the DeGroots’ amended motion for reconsideration. “It is the responsibility of the appellant to provide a sufficient record to substantiate his or her claims on appeal.” Turcott v. Est. of Bates, 165 Idaho 183, 188, 443 P.3d 197, 202 (2019) (quoting Greenfield v. Smith, 162 Idaho 246, 253, 395 P.3d 1279, 1986 (2017), abrogated on other grounds by, Rich v. Hepworth Holzer, LLP, 172 Idaho 696, 535 P.3d 1069 (2023)). “[T]he missing portions of that record are presumed to support the action of the trial court.” Id. (quoting Rutter v. McLaughlin, 101 Idaho 292, 293, 612 P.2d 135, 136 (1980); and then citing Talbot v. Desert View Care Ctr., 156 Idaho 517, 520, 328 P.3d 497, 500 (2014)). Since the district court ruled that the collateral promise exception applied in this case, we could simply presume the deed supports the district court’s decision and affirm solely on that basis. Setting aside the record problem, we agree with the district court’s analysis of the parties’ intent. If intent is not plainly expressed within the deed, “the question is open to other evidence.” Fuller, 150 Idaho at 854, 252 P.3d at 1272 (citation omitted). Bereft of the deed, the district court inferred intent from the evidence that the DeGroots drafted two contract documents to effectuate the sale. The district court echoed the findings within its previous findings of fact, and reasoned that the actions of the DeGroots show that the parties intended the payment term of the Personalty Agreement to survive merger: 10 The DeGroots argue in the Amended Motion to Reconsider that the Personalty Contract was not a collateral agreement because the Personalty Contract was part of a unified economic transaction; however, the DeGroots opted to not write one contract for the agreed upon price of $450,000.00, instead they created two transactions to affect the sale of real estate and personal property. Had the DeGroots intended for the Personalty Contract to merge with the [Real Estate Agreement], then logically, the [Real Estate Agreement] would have required the sale for $450,000.00. The Personalty Agreement stated: “Purchase Conditioned upon Completed Purchase of [Physical Address], by: DEGROOTS, FROM: ARMITAGE.” Like the situation in Fuller, the $100,000 of additional consideration to be paid under the Personalty Agreement could only occur after closing, and the district court did not err when it concluded that the parties intended this collateral promise to survive closing. 150 Idaho at 850, 252 P.3d at 1268. Because this $100,000 promise of payment was collateral and was intended to survive merger with the deed, the collateral promise exception applies. We therefore affirm the district court’s denial of the DeGroots’ amended motion for reconsideration. B. The district court did not err when it concluded that the term “commercial transaction” does not apply to all causes of action identified in Idaho Code section 12-120(3). Section 12-120(3) authorizes an award of attorney fees in eight different types of civil cases, including actions to recover on an “open account,” “bill,” “contract relating to the purchase or sale of goods,” and “any commercial transaction”: 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 district court awarded attorney fees to the Armitages under this provision, concluding that the Personalty Agreement was a “bill of sale” as that term is defined in Black’s Law Dictionary. Bill of Sale, Black’s Law Dictionary (12th ed. 2024) (“An instrument for conveying title to personal property, absolutely or by way of security.”). The DeGroots do not challenge this conclusion. They do argue, however, that this case does not involve a “commercial transaction” and that fees should not have been awarded. The district court rejected that argument, concluding that the phrase: “and in any commercial transactions” within Idaho code section 12- 120(3) is not limiting language burdening the remainder of the subsection, but rather is an independent authorization for attorney fees for cases involving “commercial transactions.” As 11 explained below, for forty years, we have applied the “commercial transaction” language in subsection 12-120(3) as an independent authorization of attorney fees, not as limiting language that applies to all the other the causes of action enumerated in that provision. Therefore, we affirm the district court’s award of attorney fees on reconsideration. Because this appeal involves a challenge to the award of attorney fees based upon the interpretation of Idaho Code section 12-120(3), this Court exercises free review over the interpretation of that statute. Med. Recovery Servs., LLC v. Lopez, 163 Idaho 281, 282–83, 411 P.3d 1182, 1183–84 (2018). The DeGroots contend that the term “commercial transaction” as used in subsection 12-120(3) applies to all award authorizations governed by the statute. The district court rejected this argument, quoting the Court of Appeals’ decision in Eriksen v. Blue Cross of Idaho Health Services, Inc., 116 Idaho 693, 778 P.2d 815 (Ct. App. 1989). The DeGroots contend that Eriksen was wrongly decided and that it was subsequently overruled by our decision in Brower v. E.I. DuPont De Nemours and Co., 117 Idaho 780, 792 P.2d 345 (1990). We disagree. In Eriksen, Blue Cross of Idaho contracted with Albert and Patricia Eriksen to provide coverage for medical and hospital expenses. 116 Idaho at 694, 778 P.2d at 816. After Mrs. Eriksen underwent surgery, Blue Cross initially paid some of her bills but later refused further payments, claiming she failed to disclose a prior health issue on her application, leading to unilateral rescission of the contract. Id. The Eriksens sued for breach of contract, and Blue Cross counterclaimed to recover payments made before the rescission. Id. The magistrate court ruled in favor of the Eriksens and awarded attorney fees pursuant to Idaho Code section 12-120(3). Id. The district court affirmed the attorney fee award, and Blue Cross appealed. Id. When the Idaho Legislature first enacted what is now codified as subsection (3), Idaho Code section 12-120 read, in pertinent part: In any civil action to recover on an open account, account stated, note, bill, negotiable instrument, or contract relating to the purchase or sale of goods, wares, or merchandise, unless otherwise provided by law, the prevailing party shall be allowed a reasonable attorney fee to be set by the court, to be taxed and collected as costs. Act of Mar. 18, 1975, ch. 65, 1975 Idaho Sess. Laws 131 (originally codified at I.C. § 12-120(2)). In 1986, three years before Eriksen was decided, the legislature amended this provision in several respects. Pertinent to this appeal, the amendment added language to the statute permitting an award of attorney fees to the prevailing party in civil actions to recover on a contract for “services and in any commercial transaction”: 12 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, or merchandise, or services and in any commercial transaction unless otherwise provided by law, the prevailing party shall be allowed a reasonable attorney fee to be set by the court, to be taxed and collected as costs. Act of Apr. 3, 1986, ch. 205, 1986 Idaho Sess. Laws 511, 511–12 (codified at I.C. § 12-120(3)) (underlining in original). The first paragraph of subsection (3) has remained unchanged since. Turning back to Eriksen, Blue Cross argued, among other things, that the statute did not authorize the award of attorney fees because the insurance contract at issue did not constitute a commercial transaction. 116 Idaho at 694–95, 778 P.2d at 816–17 (Ct. App. 1989). The Idaho Court of Appeals rejected the argument that the addition of “commercial transaction” created a limitation upon the other enumerated causes of action set forth in the statute: The linchpin of Blue Cross’s argument is the supposed limitation of the term “services” by the words “commercial transaction.” We have held that other terms preceding the words “commercial transaction,” such as “open account, account stated, note, bill or negotiable instrument,” are not limited by the ensuing reference to purchase or sale of “goods, wares, [or] merchandise.” See Cheney v. Smith, 108 Idaho 209, 697 P.2d 1223 (Ct. App. 1985); Camp v. Jiminez, 107 Idaho 878, 693 P.2d 1080 (Ct. App. 1984); Boise Truck & Equipment, Inc. v. Hafer Logging, Inc., 107 Idaho 824, 693 P.2d 470 (Ct. App. 1984). By parity of construction, we believe that “services” and the other enumerated elements of [Idaho Code section] 12- 120(3) are not limited by the words “commercial transaction.” Moreover, it is well settled that statutes should not be read to create surplusage. Hartley v. Miller- Stephan, 107 Idaho 688, 692 P.2d 332 (1984). If the words preceding “commercial transaction” were treated merely as examples of the types of commercial transactions to which the statute could apply, they would be no more than surplusage. We deem it clear that the [l]egislature put the term “commercial transaction” in this statute, not to narrow its scope, but to extend its coverage to litigation arising from commercial disputes as well as from certain non-commercial disputes. This intent is evinced by the [l]egislature’s use of the conjunctive phrase “and in any commercial transaction” (emphasis added). Consequently, we need not decide whether the Eriksen contract, which is a contract for the sale of services, also involves a commercial transaction other than for personal or household purposes. Because all service contracts are encompassed by [Idaho Code section] 12-120(3), the statute was correctly applied to this case. Eriksen, 116 Idaho at 695, 778 P.2d at 817 (first alteration in original). We agree with the Court of Appeals’ analysis of the statute. Accordingly, we hold that the phrase “and in any commercial transaction” in Idaho Code section 12-120(3) operates as an additional, independent basis for a fee award and does not limit the statute’s other enumerated causes of action. 13 The DeGroots argue that Brower, an opinion by this Court a year after Eriksen, abrogated Eriksen and created a narrower interpretation of the statute. Brower, 117 Idaho 780, 792 P.2d 345. To support this argument, the DeGroots assert that Brower’s holding was that the only way Idaho Code section 12-120(3) applies is if a case involves a commercial transaction. We disagree. In Brower, a farmer sued DuPont after applying DuPont’s herbicide “Glean” to his farm, alleging the product contaminated his soil and caused crop-related losses. 117 Idaho at 780–81, 792 P.2d at 345–46. On appeal, this Court held Brower’s claims were time-barred and, separately, reversed the district court’s award of attorney fees to DuPont under Idaho Code section 12-120(3). Id. at 781–84, 792 P.2d at 346–49. This Court’s attorney fee analysis focused on the “commercial transaction” language because that was the only plausible basis for fees on the facts presented: a products-liability/misrepresentation suit only tangentially connected to Brower’s purchase of the herbicide. Id. at 781, 792 P.2d at 346. Brower articulated the “commercial transaction” gravamen test, but nothing in Brower purports to hold that “commercial transactions” are the exclusive pathway to fees under section 12-120(3). To further support their position, the DeGroots selectively point to this Court’s statement in Brower that, unless a commercial transaction is integral to the claim, it would convert an “exceptional [statutory] remedy . . . to a matter of right in virtually every lawsuit filed.” See id. at 784, 792 P.2d at 349. When the full context of the paragraph, including that statement, is considered, it is clear that the statement at issue addresses the breadth of the “commercial transaction” basis, not the subsection as a whole: These cases lead to the conclusion that the award of attorney’s fees is not warranted every time a commercial transaction is remotely connected with the case. Rather, the test is whether the commercial transaction comprises the gravamen of the lawsuit. Attorney’s fees are not appropriate under [Idaho Code section] 12