Vogt v. Madden
713 P.2d 442, 1985 Ida. App. LEXIS 727, 110 Idaho 6 (1985)
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Rule of Law:
Silence or inaction does not constitute acceptance of an offer unless specific exceptions apply, such as when the offeree takes the benefit of offered services, the offeror gives the offeree reason to understand silence is assent, or previous dealings make it reasonable for the offeree to notify the offeror of non-acceptance.
Facts:
- Harold Vogt and Bob Madden had oral sharecrop agreements for Madden's seventy-acre property for the years 1979 and 1980.
- Under the agreements, some expenses were shared, and net profits were divided equally.
- After the 1980 harvest, Vogt met with Madden multiple times to discuss unpaid expenses and his plans for the 1981 crop.
- Vogt informed Madden of his plan to plant pinto beans on the land in 1981.
- Vogt testified that Madden did not object to this plan, which left Vogt with the 'impression' they had an agreement.
- On cross-examination, Vogt admitted that Madden never explicitly said, 'Yes, go ahead' to the 1981 proposal.
- Madden testified he told Vogt their arrangement was 'through' and he did not want Vogt to farm the land anymore.
- In late 1980, Madden leased the property to another farmer for the 1981 crop year.
Procedural Posture:
- Harold and Betty Vogt sued Bob and Neva Madden in a state trial court for damages, alleging a breach of a sharecrop agreement.
- The case was tried before a jury.
- The jury returned a verdict in favor of the Vogts, awarding them $18,540, which included damages for the alleged 1981 contract and $2,000 for expenses from 1979-1980.
- The trial court entered a judgment on the jury's verdict.
- The Maddens (appellants) appealed the judgment to the Court of Appeals of Idaho; the Vogts were the appellees.
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Issue:
Does a landlord's silence in response to a tenant's proposal to continue a sharecrop agreement for another year constitute acceptance, thereby forming a binding contract, when their prior agreements were formed through express oral consent?
Opinions:
Majority - Walters, Chief Judge
No. A landlord's silence does not constitute acceptance of a tenant's proposal for a new contract where the parties' prior course of dealing involved express agreements. Generally, silence and inaction do not operate as acceptance of an offer. The court examined the exceptions outlined in the Restatement (Second) of Contracts § 69, where silence can be deemed acceptance, and found none applied. The first exception (taking the benefit of offered services) is inapplicable because Madden received no services from Vogt for 1981. The second exception (offeror giving reason to believe silence is assent) is not supported by the evidence. The third exception (previous dealings creating a duty to speak) is also inapplicable because the parties' prior contracts for 1979 and 1980 were formed through express oral agreements, not through silent acquiescence. This history established a pattern of requiring explicit consent, not tacit renewal. Therefore, because no exception applies, the general rule that silence is not acceptance governs, and no contract was formed for 1981.
Analysis:
This decision reinforces the fundamental contract law principle that acceptance of an offer must be communicated and cannot be assumed from mere silence. The court's analysis clarifies the narrow scope of the exceptions to this rule, particularly the 'previous dealings' exception. By holding that a history of express agreements does not create a duty to speak, the ruling sets a precedent that parties cannot rely on silence to form subsequent contracts if their established practice is to agree explicitly. This protects parties from being bound to contracts they did not affirmatively assent to.
