Griffith v. Clear Lakes Trout Co., Inc., 143 Idaho 733

Summary

The Idaho Supreme Court held that a contract between a trout grower and a trout hatchery was enforceable despite differing interpretations of the term "market size." The court upheld findings that the hatchery breached the contract by delaying and limiting deliveries and affirmed damages for increased production costs and mortality losses. It also held that damages should have been awarded for lost profits during the final two years of the contract, subject to the court's further analysis.

Holdings

1. A contract for the sale of goods is not unenforceable merely because a material term is disputed or left open; where the parties intended to contract and there is a reasonably certain basis for a remedy, the contract is enforceable. Substantial evidence supported the finding that the parties understood "market size" to mean trout approximating one pound live weight.
2. The agreement imposed an implied obligation on Clear Lakes to accept trout deliveries within a reasonable time and with limited frequency, and substantial evidence supported the finding that Clear Lakes breached that obligation.
3. Lost-profit and compensatory damages may be awarded when the evidence proves both causation and amount with reasonable certainty; absolute certainty or mathematical exactitude is not required. The evidence supported the awards for increased production costs and mortality losses.
4. The existence of losses during the final two years was established sufficiently to require consideration of damages; the district court erred by refusing to award or determine those damages solely because the future quantity of fish was uncertain. The denial of damages for years six and seven was vacated and remanded for determination.
5. Griffith was the prevailing party despite recovering less than initially requested and despite offsets for amounts owed to Clear Lakes, and was entitled to attorney fees under I.C. § 12-120(3) both below and on appeal.

Questions Presented

1. Whether the parties formed an enforceable contract despite differing alleged interpretations of the term "market size."
2. Whether the contract required Clear Lakes to accept trout deliveries within a reasonable time and with limited frequency.
3. Whether the evidence sufficiently established causation and the amount of lost-profit damages for increased production costs and mortality losses.
4. Whether damages for lost profits during the final two years of the contract were too speculative to award.
5. Whether Griffith was the prevailing party entitled to attorney fees.

Disposition

vacated