Vogt v. Madden
110 Idaho 6, 713 P.2d 442, 1985 Ida. App. LEXIS 727 (1985)
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Rule of Law:
Silence or inaction does not constitute acceptance of an offer unless the offeree takes the benefit of offered services, the offeror has given reason to understand that silence may manifest assent, or previous dealings make it reasonable for the offeree to provide notice of rejection.
Facts:
- Harold Vogt had an oral sharecrop agreement with Bob Madden to farm seventy acres of Madden's land for the year 1979.
- The parties expressly renewed the oral agreement for the year 1980.
- In late 1980, after the harvest, Vogt met with Madden several times to discuss farming in 1981.
- Vogt informed Madden of his plan to raise pinto beans on the property in 1981.
- Madden did not object to this plan but never explicitly stated, 'Yes, go ahead,' or otherwise orally assented to a new agreement.
- Vogt left the discussions with the 'impression' that they had an agreement for 1981.
- In late 1980, Madden leased the property to a different farmer for the 1981 crop year.
Procedural Posture:
- Harold and Betty Vogt sued Bob and Neva Madden in a state trial court for breach of a sharecrop agreement.
- The case was tried before a jury, which returned a verdict in favor of the Vogts for $18,540.
- The trial court entered a judgment on the jury's verdict.
- The Maddens, as appellants, appealed the judgment to the Court of Appeals of Idaho, an intermediate appellate court, arguing the evidence was insufficient to prove a contract existed for 1981.
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Issue:
Does a landlord's silence in response to a tenant's stated intention to farm the land for an additional year create a legally binding contract, where their prior agreements for two previous years were formed through express oral consent?
Opinions:
Majority - Walters, Chief Judge
No, the landlord's silence did not create a legally binding contract. As a general rule, silence does not constitute acceptance of an offer. The court analyzed the three exceptions outlined in the Restatement (Second) of Contracts § 69 and found none applied. First, Madden did not take the benefit of any offered services from Vogt for 1981. Second, Vogt had not given Madden reason to understand that assent could be manifested by silence. Third, the parties' previous dealings did not establish a practice of acceptance by silence; to the contrary, their prior contracts for 1979 and 1980 were formed through express oral agreements, suggesting that an affirmative 'yes' was required to form a new contract. Therefore, as a matter of law, no contract was formed for the 1981 crop year.
Analysis:
This decision reinforces the fundamental contract law principle that acceptance must be affirmatively communicated and that silence, by itself, is insufficient. It narrowly construes the 'previous dealings' exception to this rule, clarifying that such dealings must have established a pattern where silence was treated as acceptance, not merely that the parties had a prior relationship. The case serves as a strong precedent against parties relying on subjective impressions or an opponent's failure to object to form a contract, emphasizing the need for a clear manifestation of mutual assent.
