HORTON, Justice.

Randolph Farber, Scott Becker, and Critter Clinic (hereinafter "Farber") represent the plaintiffs in this class action lawsuit. Farber alleges that the Manager of the State Insurance Fund ("SIF" or "the Fund") failed to comply with I.C. § 72-915, which provides the means by which the SIF Manager may distribute a dividend to policyholders. The district court determined that the gravamen of Farber's claim sounded in statute and held that the three-year statute of limitation provided by I.C. § 5-218(1) barred all claims that accrued prior to July 21, 2003. Farber timely appealed. We reverse and remand.

I. FACTUAL AND PROCEDURAL BACKGROUND

The litigation underlying this appeal was previously before this Court in Farber v. Idaho State Insurance Fund, 147 Idaho 307, 208 P.3d 289 (2009), rehearing denied (May 12, 2009), (Farber I). The facts are here restated:

Farber I, 147 Idaho at 309-10, 208 P.3d at 291-92. This Court agreed with the plaintiffs and reversed the district court's grant of summary judgment, holding that the plain language of I.C. § 72-915 "limited [the Manager's discretion] to the decision of whether or not to distribute a dividend in the first place." Id. at 312, 208 P.3d at 294.

On remand, the parties disputed whether the gravamen of the complaint sounded in statute or in contract, the resolution of which would determine whether I.C. § 5-218(1) (providing a three-year statute of limitation for liabilities arising under statute) or I.C. § 5-216 (providing a five-year statute of limitation for actions upon contracts) was applicable. The district court held that the gravamen of Farber's claim was grounded in statute and granted partial summary judgment in SIF's favor, dismissing as barred by the I.C. § 5-218(1) statute of limitation the claims and causes of action that accrued prior to July 21, 2003. Farber moved for reconsideration, which motion the court denied. The parties ultimately stipulated to a settlement agreement. The settlement agreement expressly permitted an appeal of the district court's statute of limitation rulings as to the dividend periods from July 1, 1999 through June 30, 2000 and July 1, 2000 through June 30, 2001. The court entered final judgment, and Farber appealed the statute of limitation issue to this Court.

II. STANDARD OF REVIEW

"The determination of the applicable statute of limitation is a question of law over which this Court has free review." Hayden Lake Fire Prot. Dist. v. Alcorn, 141 Idaho 388, 403, 111 P.3d 73, 88 (2005) (Hayden Lake I) (citing Oats v. Nissan Motor Corp. in the U.S.A., 126 Idaho 162, 164-72, 879 P.2d 1095, 1097-1105 (1994)).

III. ANALYSIS

Farber advances a claim for breach of contract arising from the incorporation of I.C. § 72-9154 into the SIF's workers' compensation insurance policies. The issue in this case is whether the gravamen of Farber's claim sounds in statute or contract.5 Farber contends that where a contract incorporates a statutory framework, there is a continuum between statute and contract upon which the gravamen of a claim may sound, and where the true gravamen of such a claim is subject to reasonable dispute, the five-year statute of limitation for actions arising from contract should apply. Farber also contends that because his claim involves the consideration supporting the parties' contract it falls on the contract end of the continuum such that the Court should apply the statute of limitation applicable to contracts.

We hold that Farber's claim is grounded in contract and, thus, the five-year statute of limitation in I.C. § 5-216 applies. In so doing, we overturn the holding regarding application of the statute of limitation in Hayden Lake Fire Protection Dist. v. Alcorn (Hayden Lake I), 141 Idaho 388, 111 P.3d 73 (2005) because it is manifestly incorrect. This is so because there would be no grounds upon which Farber could seek redress if the insurance contract did not exist. Farber correctly argues:

Former I.C. § 72-915 was a provision of the contract, and our previous decision in this matter allowed Farber to recover by virtue of this Court's interpretation of that contract provision. See Farber I, 147 Idaho at 312, 208 P.3d at 294.

The insurance contract at issue here would not be complete without the premium provisions set out in Chapter 9, Title 72, Idaho Code. The policy issued to Farber and the other insureds only sets out the consideration that insureds will receive under the contract, i.e., the policy coverage provisions. Nothing in the policy outlines the consideration SIF will receive in exchange for the coverage— there is no mention of the premium or how it will be calculated. Rather, only the statutory provisions do that. As Farber suggests, they are essential to the contract and its enforcement. Idaho Code § 72-905 authorizes the SIF Manager to make contracts of insurance. Idaho Code § 72-918 states that "[e]very employer insuring in the state insurance fund shall receive from the manager a contract or policy of insurance." Idaho Code § 72-913 requires the Manager to establish equitable rates for SIF's insurance policies and to fix premiums "with due regard to the physical hazards of each industry, occupation, or employment, and, within each class, so far as practicable, in accordance with the elements of bodily risk or safety or other hazard... together with a reasonable regard for the accident experience and history of each such insured."6 Idaho Code § 72-914 requires the Manager to account for monies paid in premiums based upon the classes of employment and to keep account of the disbursements and reserves. Former Idaho Code § 72-915 gave the Manager discretion to readjust rates and make refunds to policyholders. Idaho Code § 72-919 makes provision for recovery by SIF of delinquent premiums. Idaho Code § 72-923 creates liability against employers who misrepresent the amount of payroll upon which their premiums are calculated, imposing a penalty and providing for enforcement in a civil action by the Manager.

These are not statutes of general application. Rather, these statutory provisions apply only to SIF policies, which are issued by SIF as only one of the worker's compensation insurance carriers in the State. The provisions apply to no other worker's compensation policies. They are written into, and become an integral part of, SIF's worker's compensation insurance policies. Idaho Code § 72-913 serves no purpose other than to establish the premium to be charged for SIF's insurance contracts. Former I.C. § 72-915 served no purpose other than to allow the Manager to refund a portion of such contractual premiums. The only purpose of either provision was to fill in the blanks left open by the insurance policy. Without these provisions, which are essential to establish the consideration to be paid by the insured, and to be received by SIF, there could be no valid contract. See Vanderford Co., Inc. v. Knudson, 150 Idaho 664, 672, 249 P.3d 857, 865 (2011) ("A contract must be complete, definite and certain in all its material terms....").

This Court held in Kelso & Irwin, P.A. v. State Insurance Fund, 134 Idaho 130, 997 P.2d 591 (2000):

Id. at 138, 997 P.2d at 599. In that case, the Court went on to hold that a claim seeking "the return of all monies to the policyholders held by the SIF under the designation of `surplus as regards policyholder' in excess of the six million dollars of `reserves and surpluses' required by [former] I.C. § 72-911" was "a cause of action for breach of contract on this issue." Id. at 138, 140, 997 P.2d at 599, 601. The Court held further that the plaintiff in that action had asserted a breach of contract claim by alleging SIF "has squandered assets and acted beyond its statutory authority by purchasing certain real property and then leasing that property to the State." Id. at 140, 997 P.2d at 601. It logically follows that a breach of contract suit, based upon such statutory provisions, is subject to the statute of limitation for contract actions in I.C. § 5-216.

It would be an odd result to hold that some parts of an insurance contract were subject to a three-year statute of limitation, while other parts of the contract were subject to a five-year statute of limitation. Under the provisions that were not statutorily written into the insurance contract, either party could seek enforcement of the insurance contract for a period of five years, while the parties would only have three years to seek enforcement of the statutory provisions written into the contract. Since the written policy spells out most of the insured's rights, suit could be brought against SIF during a period of five years in order to recover for breach of SIF's obligations thereunder, e.g., an alleged failure to make proper payment for a worker's compensation claim or to properly indemnify the insured against any liability under the policy. On the other hand, since SIF's rights under the contract are virtually all statutory in nature, it would be subject to a three-year statute of limitation to seek redress from its insureds. For example, since I.C. § 72-919 provides the statutory mechanism to enforce payment for, or recovery of, delinquent premiums, SIF would have only three years to file suit to recover a delinquent premium. Similarly, where an employer had misrepresented the amount of payroll upon which the premium was calculated, SIF would have only three years to bring suit under I.C. § 72-923 to recover any premium underpayment and the penalty provided for therein. The SIF-insured employers, as in this case, would only have three years to recover a rate readjustment should the Manager determine that the initial premium was in excess of SIF's needs.

This Court's holding in Dietrich v. Copeland Lumber Co., 28 Idaho 312, 154 P. 626 (1916), does not dictate this odd result. Indeed, it has no application here. Dietrich was not a situation where a statutory provision was implied into a contract and, indeed, the statutory provision in Dietrich had nothing to do with the enforcement of the contract at issue there. That case involved a claim for recovery on promissory notes that had been executed by a foreign corporation. Id. at 315, 154 P. at 627. The corporation "had not complied with the laws of the state of Idaho in regard to filing its articles of incorporation and designating an agent upon whom service of process might be had in this state." Id. Former section 2792, Revenue Codes, made officers of a noncomplying corporation personally liable upon indebtedness contracted for while the corporation was noncompliant. Id. at 318, 154 P. at 628. That statute was a stand-alone provision that did not become a part of any contract, and the action to recover against the officers was not a contract action but, rather, an action only available because of the statute penalizing officers of noncomplying corporations. The officers being sued in Dietrich were not parties to the notes, and the liability Dietrich attributed to the corporate officers was non-contractual in nature. These facts are wholly distinguishable from those of the present case, where the very nature of the case is a suit on a contract to recover a rate readjustment, i.e., a portion of the consideration paid for the contract. See Farber I, 147 Idaho at 309, 208 P.3d at 291 (a dividend under I.C. § 72-915 is "a refund based upon a rate readjustment."). While a policyholder could not sue SIF to force the payment of a rate refund under former I.C. § 72-915 because any rate readjustment was left to the discretion of the SIF Manager, Kelso & Irwin, 134 Idaho at 139, 997 P.2d at 600, once the Manager decided to issue a refund, it had to be made to all policyholders on a pro rata basis under that code section. Farber I, 147 Idaho at 312, 208 P.3d at 294. This right to a pro rata share of such refunds was an integral part of the bargained-for consideration that supported the parties' contract. Based on the important distinctions between Dietrich and the line of cases dealing with statutory provisions incorporated into the SIF policies, we hold that the Court's decision in Hayden Lake I, regarding the applicable statute of limitation, is clearly erroneous.7 The Court erred by relying on Dietrich without analyzing its facts, which are so distinguishable that the case is simply inapplicable, to both Hayden Lake I and the present case. Viewed in retrospect, in Hayden Lake I, this Court should have considered this Court's decisions in two other cases where statutes played a part in what were essentially actions to recover on contract. The first case, Lincoln County v. Twin Falls North Side Land & Water Co., 23 Idaho 433, 130 P. 788 (1913), involved a situation where the county recorder of Lincoln County made a deal with a Carey Act company to charge less than the legislatively-mandated fee for recording property documents. Id. at 438-39, 130 P. at 790. Although the county commissioners initially approved the agreement, they subsequently sought to recover the deficiency in the recording fees. Id. at 439, 130 P. at 790. The Court held that because the contract ran counter to the statute, it was void. Id. With regard to the contention that recovery beyond three years was unavailable to the county because the liability was created by statute, the Court said:

Id. at 440, 130 P. at 791.

The second case, Cruzen v. Boise City, 58 Idaho 406, 74 P.2d 1037 (1937), involved an action by property owners against the city for failure of the city clerk to properly apply payments made by the property owners on a local improvement assessment on bonds upon which they were obligated. The property owners paid the clerk sufficient money to pay the bonds in full, but the clerk never paid part of the amount to the bond holder, having embezzled the same. Id. at 410-11, 74 P.2d at 1037. The city claimed it was not responsible for the clerk's defalcation, citing a statutory provision (I.C. § 49-2728) stating that "[t]he holder of any bond issued under the authority of this Article [chapter] shall have no claim therefor against the municipality by which the same is issued, in any event, except for the collection of the special assessment made for the improvement for which said bond was issued...." Id. at 411, 74 P.2d at 1038. The property owners claimed that the exception made the city liable for the clerk's errant behavior. The Court held:

Id. at 412, 74 P.2d at 1039. Although the city had no obligation to collect the bond assessments, since another statute, I.C. § 49-2721, authorized (but did not require) the city clerk to collect such assessments, the Court held that because the city opted to make collection under that section, "[t]he city cannot now question the legality of its acts since there was statutory authority therefor and it assumed to and did proceed under said statute." Id. at 413, 74 P.2d at 1039. The Court went on to say:

Id. at 415, 74 P.2d at 1040 (emphasis original). The Court went on to note that the cause of action was not based on the statute, but rather on the obligation resting on every trustee to fulfill and comply with the terms of a trust. Id. That being the case, the Court held, "[t]he cause of action not being created by statute, it is not a statutory liability governed or barred by [I.C. §] 5-218." Id. The Court then cited the above-quoted language from Lincoln County and observed:

Id. at 416, 74 P.2d at 1041.

The Lincoln County and Cruzen decisions stand for the proposition that a contract statute of limitation will apply where, even though statutes provide a critical element for recovery, the action is primarily a contract action instead of an action authorized by a specific statutory provision. The Cruzen court indicated that the statutory provisions in each case were essentially contractual provisions that facilitated recovery under the contracts. Both cases depended on a contractual relationship in order for the plaintiff to have any claim—in the case of Lincoln County, it was the contract between the county recorder and the Carey Act company, and in Cruzen it was the contract between the property owners and the bond holder.

This rationale extends to the present case—here there would be no claim but for the contracts between SIF and Farber and the other members of his class. Hayden Lake I was erroneously decided because it did not take the Lincoln County and Cruzen precedents into account. Where a holding establishing precedent on a question of law is manifestly wrong, we should correct it. Greenough v. Farm Bureau Mut. Ins. Co., 142 Idaho 589, 592-93, 130 P.3d 1127, 1130-31 (2006). The Court's statute of limitation holding in Hayden Lake I is manifestly wrong, particularly as it applies in this case, and we therefore overrule it.8 We hold that the five-year statute of limitation in I.C. § 5-216 applies to Farber's claim.

IV. CONCLUSION

We reverse the district court's dismissal of the claims barred by application of I.C. § 5-218(1) and remand for proceedings consistent with this opinion. Costs to Appellants.

Chief Justice BURDICK and Justices J. JONES, W. JONES and Justice Pro Tem. KIDWELL concur.