In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made, and the promisor reasonably expects the promisee to rely on that promise, and the promisee does indeed rely on the promise to their detriment. The elements required to establish promissory estoppel in Idaho are: 1) a clear and unambiguous promise, 2) reasonable and foreseeable reliance by the party to whom the promise is made, and 3) injury sustained by the party asserting reliance. Idaho courts have applied this doctrine in various contexts, including employment agreements and gratuitous promises, to prevent injustice where formal consideration might be lacking. The focus is on the fairness and equity of enforcing the promise given the reliance. For instance, if a business owner in Boise promises a supplier a contract for raw materials for the upcoming fiscal year, and the supplier, relying on this promise, purchases specialized equipment necessary for fulfilling that contract, the business owner may be estopped from revoking the promise even if no formal written contract with consideration was finalized, provided the supplier can demonstrate the elements of reliance and detriment. This equitable principle aims to protect parties who have acted in good faith based on assurances received.

In Idaho contract law, the concept of unconscionability is a defense to the enforcement of a contract or a clause within a contract. Unconscionability is typically assessed based on two components: procedural unconscionability and substantive unconscionability. Procedural unconscionability relates to the process of contract formation, focusing on factors such as surprise, oppression, and unequal bargaining power. This might involve hidden terms, high-pressure sales tactics, or a significant disparity in sophistication between the parties. Substantive unconscionability, on the other hand, concerns the terms of the contract itself, examining whether those terms are unreasonably favorable to one party. Idaho courts, like many others, consider both aspects. For a contract to be deemed unconscionable, there generally needs to be a showing of both procedural and substantive unconscionability, though some courts may find a contract unconscionable if one of these elements is present to an extreme degree. The goal is to prevent oppression and unfair surprise. Idaho Code § 28-2-302, which deals with unconscionable contracts or clauses, provides that if a court finds a contract or any clause within it to be unconscionable, it may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. The determination of unconscionability is a question of law for the court.

In Idaho, a contract for the sale of real property must be in writing to be enforceable under the Statute of Frauds, codified in Idaho Code § 9-503. This statute requires that an agreement for the sale of an interest in real estate, or for a lease for a longer term than one year, be in writing and signed by the party to be charged, or their agent. The scenario describes an oral agreement for the sale of a parcel of land in Boise, Idaho. While the parties may have intended to be bound, the absence of a written memorandum, signed by the seller (the party to be charged with performing the contract), renders the agreement unenforceable. This principle is a fundamental aspect of contract law designed to prevent fraudulent claims and ensure certainty in significant transactions like real estate sales. The concept of part performance can sometimes create an exception to the Statute of Frauds, but this typically requires substantial acts unequivocally referable to the oral agreement, such as taking possession and making valuable improvements. In this case, merely paying a deposit and making a few informal inquiries about zoning does not rise to the level of part performance sufficient to overcome the statutory requirement for a writing. Therefore, the oral agreement is voidable by the seller due to the Statute of Frauds.

In Idaho, a contract may be discharged by impossibility of performance. This doctrine applies when an unforeseen event occurs after the contract is formed, making performance objectively impossible, not merely more difficult or expensive. The event must not have been foreseeable by the parties at the time of contracting, and the party seeking discharge must not have assumed the risk of the event occurring. For example, if a specific subject matter essential to the contract is destroyed through no fault of either party, performance may be discharged. This is distinct from frustration of purpose, where the underlying reason for the contract ceases to exist, even if performance is still technically possible. Idaho law, consistent with general contract principles, requires that the impossibility be absolute and not personal to the party attempting to perform. The doctrine is narrowly construed to uphold the sanctity of contractual agreements. The scenario presented involves a unique, custom-built piece of equipment that is the sole subject of the contract. Its destruction prior to delivery, due to an act of God (a severe, unpredicted flood), renders performance impossible. The manufacturer, as the party whose performance is impossible, did not cause the destruction and could not have reasonably foreseen such an extreme weather event in the context of a standard business operation. Therefore, the contract would be discharged by impossibility of performance.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of traditional consideration, provided certain elements are met. These elements, as generally applied in contract law and specifically relevant to Idaho’s jurisprudence, include: (1) a clear and unambiguous promise; (2) a reasonable and foreseeable reliance by the party to whom the promise is made; (3) actual and substantial reliance on the promise; and (4) an injustice can only be avoided by enforcing the promise. This doctrine serves as an equitable exception to the general rule requiring consideration for a binding contract. The reliance must be of a nature that the promisor should have reasonably expected it. Furthermore, the detriment suffered by the promisee must be significant enough that failing to enforce the promise would result in an unfair outcome. Idaho courts, like many others, interpret these elements to prevent unconscionable outcomes where one party has been significantly harmed by their reliance on another’s promise, even if that promise was not part of a formal, bargained-for exchange. The measure of recovery under promissory estoppel is typically limited to reliance damages, aiming to put the promisee in the position they would have been in had the promise not been made, rather than expectation damages which would put them in the position as if the promise had been performed.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine is rooted in fairness and preventing unconscionable outcomes. The elements generally require a clear and unambiguous promise, reasonable and foreseeable reliance by the promisee, actual reliance that results in detriment or injury, and an injustice that can only be remedied by enforcing the promise. Idaho courts interpret these elements with a focus on the equitable nature of the claim. The measure of recovery under promissory estoppel is typically limited to what is necessary to prevent injustice, which may be reliance damages rather than expectation damages, though this can vary based on the specific circumstances and the court’s discretion. For instance, if a contractor relies on a subcontractor’s bid to their detriment, and the subcontractor withdraws the bid, promissory estoppel might allow the contractor to recover the difference between the withdrawn bid and the next lowest bid, or other costs incurred due to the reliance. The key is that the promisee’s reliance was reasonable and foreseeable by the promisor, and enforcing the promise is the only way to prevent a substantial injustice.

In Idaho, a contract may be discharged by impossibility of performance. This doctrine applies when, after a contract is formed, an unforeseen event occurs without the fault of either party, making performance objectively impossible. The event must be so significant that it fundamentally alters the nature of the performance. For example, if a contract for the sale of a specific, unique item is made, and that item is destroyed by an act of God before delivery, the contract may be discharged due to impossibility. The Idaho Supreme Court has recognized impossibility as a defense to breach of contract claims, requiring that the impossibility was not caused by the party seeking discharge and that the non-occurrence of the event was a basic assumption on which the contract was made. This is distinct from mere difficulty or increased expense in performance. The doctrine is narrowly construed to uphold contractual obligations.

In Idaho, the enforceability of a contract with a minor hinges on the concept of disaffirmance. A minor has the power to disaffirm a contract, meaning they can choose to avoid its obligations. This power generally extends until a reasonable time after reaching the age of majority. Idaho law, specifically Idaho Code § 32-101, defines the age of majority as eighteen years. Upon disaffirmance, the minor is typically required to return any consideration received under the contract that they still possess. However, the extent of this obligation can be nuanced. If the minor has squandered or intentionally destroyed the consideration, Idaho law generally does not require them to compensate the adult party for the lost value, as the primary goal is to protect the minor from improvident agreements. The adult party, conversely, is bound by the contract unless and until the minor disaffirms it. Therefore, if the minor, Ms. Anya Sharma, disaffirms the agreement for the vintage motorcycle after reaching the age of majority and before a reasonable time has passed, and she no longer possesses the motorcycle due to it being stolen, her obligation to return the consideration is limited to what she still has. Since the motorcycle was stolen and is no longer in her possession, she is not obligated to pay Mr. Silas Croft for its value. Mr. Croft, as the adult party, is bound by the contract until disaffirmance.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine is codified in Idaho Code § 28-2-205, which deals with firm offers, but the underlying principle of reliance is broader and recognized in common law. Specifically, for a claim of promissory estoppel to succeed, the claimant must demonstrate a clear and definite promise, reasonable and foreseeable reliance on that promise by the promisee, actual reliance by the promisee, and an injustice if the promise is not enforced. The reliance must be substantial and of a nature that the promisee would not have undertaken but for the promise. The court will weigh the equities involved. In this scenario, the promise from Ms. Albright to Mr. Davies regarding the exclusive distribution rights was clear. Mr. Davies’ substantial investment in marketing and inventory, undertaken specifically because of that promise, constitutes reasonable and foreseeable reliance. The fact that he incurred these costs without a formal written contract, relying solely on Ms. Albright’s assurance, makes the reliance actual. To deny enforcement after Mr. Davies has made these expenditures would lead to an injustice, as he would bear the loss of his investment due to his reliance on a promise that induced his actions. Therefore, promissory estoppel is the applicable legal principle in Idaho to enforce such a promise in the absence of formal consideration, preventing an inequitable outcome.

In Idaho contract law, the concept of consideration is fundamental to the enforceability of a promise. Consideration is a bargained-for exchange where each party gives something of value or incurs a detriment. This can be a promise to do something, a promise to refrain from doing something, or an actual performance. For a contract to be valid, there must be a mutual exchange of consideration. Nominal consideration, which is a token amount given without genuine intent to bargain, may be challenged as insufficient. Idaho follows the general contract law principle that consideration must be legally sufficient, meaning it has some value in the eyes of the law. Past consideration, or something already done before a promise is made, is generally not valid consideration because it was not bargained for in exchange for the new promise. Similarly, a pre-existing duty rule states that performing a duty already owed under a prior contract does not constitute new consideration for a modification of that contract. The scenario presented involves a promise made in exchange for an act that had already occurred. Therefore, the prior act cannot serve as valid consideration for the new promise.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of consideration, provided certain elements are met. These elements, as generally applied in contract law and specifically within the context of Idaho’s jurisprudence, require that a promise was made; that the promisor should have reasonably expected the promisee to rely on the promise; that the promisee did in fact rely on the promise to their detriment; and that injustice can only be avoided by enforcing the promise. For instance, if a landowner in Boise makes a clear promise to a contractor to pay for specific landscaping work, and the contractor, reasonably expecting payment, incurs significant costs in purchasing materials and dedicating labor, the landowner may be estopped from reneging on the promise if the contractor can demonstrate reliance and resulting detriment, and if not enforcing the promise would lead to an unjust outcome. The key is the reasonable and foreseeable reliance by the promisee and the resulting substantial detriment. The absence of a formal contract or consideration does not preclude enforcement if these equitable principles are satisfied. This doctrine serves as a vital equitable remedy to prevent unfairness when parties have acted upon assurances made by others.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made that the promisor should reasonably expect to induce action or forbearance on the part of the promisee, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine is particularly relevant in situations where a formal contract may be lacking or where a promise was made without a bargained-for exchange. The elements to establish promissory estoppel are: 1) a promise was made; 2) the promisor should have reasonably expected the promise to induce action or forbearance by the promisee; 3) the promise did induce such action or forbearance; and 4) injustice can be avoided only by enforcing the promise. Idaho case law, such as *D.R. Strong Co., Inc. v. St. Luke’s Regional Medical Center*, has affirmed the application of promissory estoppel in such circumstances. Without a clear manifestation of intent to be bound, or a valid substitute for consideration, a gratuitous promise generally lacks enforceability. The concept of a “firm offer” under Idaho’s Uniform Commercial Code (UCC) applies specifically to merchants and the sale of goods, requiring an offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open, but it does not extend to gratuitous promises outside the scope of the UCC or to non-merchant transactions. Therefore, a mere gratuitous promise, even if relied upon, may not be enforceable without meeting the stringent requirements of promissory estoppel or another recognized exception to the consideration rule.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of formal consideration, provided certain elements are met. These elements, as generally applied in contract law and specifically within Idaho’s jurisprudence, include: (1) a clear and unambiguous promise; (2) reasonable and foreseeable reliance by the party to whom the promise is made; (3) actual and substantial detriment incurred by the relying party; and (4) injustice can only be avoided by enforcing the promise. The measure of recovery under promissory estoppel is typically reliance damages, aiming to put the injured party in the position they would have been had the promise not been made, rather than expectation damages which would put them in the position as if the contract had been performed. This is a crucial distinction, as it focuses on the harm caused by the reliance itself. Idaho courts, like many others, interpret these elements to ensure that promissory estoppel is not used to circumvent the fundamental requirement of consideration in contract formation but rather as a shield against unfairness when reliance has occurred. The quantum of damages in promissory estoppel cases is often limited to what is necessary to prevent injustice, which can mean foregoing lost profits or other benefits of the bargain that would have flowed from full performance. The focus remains on the detriment suffered due to the reliance.

In Idaho contract law, the doctrine of promissory estoppel can be invoked when a party makes a promise that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine serves as a substitute for consideration when a contract is not formally established. The elements required for a successful claim of promissory estoppel in Idaho are: 1) a clear and definite promise, 2) reasonable and foreseeable reliance by the party to whom the promise is made, 3) actual and substantial reliance, and 4) injustice can only be avoided by enforcing the promise. The case of *Idaho First National Bank v. Bliss Livestock Co.*, 121 Idaho 268, 729 P.2d 363 (1986) is a foundational case in Idaho that discusses the application of promissory estoppel. This doctrine is equitable in nature and is applied to prevent unfairness when strict contract rules might otherwise lead to an unjust outcome. It is crucial that the reliance be reasonable given the circumstances and that the promise itself be sufficiently clear to warrant reliance. The detriment suffered by the promisee is a key factor in determining whether injustice can be avoided.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This principle is rooted in the Restatement (Second) of Contracts § 90 and is applied by Idaho courts to prevent unfairness. For a claim of promissory estoppel to succeed in Idaho, the plaintiff must demonstrate a clear and definite promise, reasonable and foreseeable reliance on that promise, actual reliance that resulted in detriment, and that injustice can only be avoided by enforcing the promise. The focus is on the equitable enforcement of a promise where formal contractual consideration is absent but where reliance has created a binding obligation. This doctrine is distinct from a breach of contract claim, as it is based on the reliance interest rather than the expectation interest, and damages are often limited to what is necessary to prevent injustice, which may be reliance damages rather than expectation damages.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine is codified in Idaho Code § 28-1-107, which addresses firm offers and modifications but also embodies the underlying equitable principles that support promissory estoppel in broader contract contexts. Specifically, the Restatement (Second) of Contracts § 90, which heavily influences Idaho’s common law of contracts, outlines the requirements for promissory estoppel. For a claim to succeed, there must be a clear and unambiguous promise, reasonable and foreseeable reliance on that promise, actual reliance by the promisee, and injustice that can only be avoided by enforcing the promise. The measure of recovery is generally limited to what is necessary to prevent injustice, which may be reliance damages rather than expectation damages. This means the promisee is typically put back in the position they would have been in had the promise never been made, rather than the position they would have been in had the promise been fulfilled. This equitable remedy aims to prevent unconscionable outcomes where a party suffers detriment due to reliance on another’s assurance.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration when a promise is made that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person, and which does induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. This doctrine is codified in Idaho Code § 28-2-204, which addresses the formation in general, and is further supported by case law interpreting the elements necessary for its application. The key is to demonstrate a clear and unambiguous promise, reasonable and foreseeable reliance on that promise, actual reliance causing detriment, and the necessity of enforcing the promise to prevent injustice. Without a valid contract, a party seeking to enforce a promise must typically establish these elements to recover damages or compel performance. The measure of damages in such cases under promissory estoppel is generally limited to reliance damages, aiming to put the promisee in the position they would have been in had the promise not been made, rather than expectation damages which would place them in the position as if the promise had been fulfilled.

The scenario involves a contract for the sale of goods in Idaho. The buyer, a small business owner in Boise, Idaho, contracted with a supplier in Oregon for a specific quantity of specialized lumber. The contract stipulated delivery to the buyer’s premises in Idaho and specified that payment was due upon satisfactory inspection of the goods. The lumber arrived, but upon inspection, it was found to be significantly inferior in quality to the specifications agreed upon, rendering it unsuitable for the buyer’s intended purpose of constructing custom furniture. Under Idaho law, specifically Idaho Code § 28-2-601, which mirrors the Uniform Commercial Code (UCC) provisions concerning the perfect tender rule, a buyer has the right to reject goods if they fail in any respect to conform to the contract. This means that even a minor non-conformity can justify rejection. The buyer’s rejection of the lumber due to its inferior quality is therefore a valid exercise of their rights under Idaho contract law. The supplier’s argument that the defect was minor and that they should have an opportunity to cure the defect is generally not applicable when the buyer has rightfully rejected the goods for a substantial non-conformity, especially when the contract specifies payment upon satisfactory inspection. The buyer is not obligated to accept non-conforming goods and can pursue remedies such as canceling the contract and seeking damages for any losses incurred due to the breach. The core principle here is the buyer’s right to receive goods that precisely match the contract’s terms, and the supplier’s failure to deliver such goods constitutes a breach.

The core issue here revolves around the concept of promissory estoppel as a potential substitute for consideration in contract formation under Idaho law. Promissory estoppel, as recognized in Idaho, can be invoked when a promise is made, the promisor should reasonably expect to induce action or forbearance on the part of the promisee, the promisee does actually induce such action or forbearance, and injustice can be avoided only by enforcement of the promise. In this scenario, Ms. Albright made a clear promise to Mr. Finch regarding the sale of the antique carousel. Mr. Finch, relying on this promise, incurred significant expenses and altered his business plans by declining other opportunities. The promise was specific enough, and the reliance was both reasonable and detrimental. Idaho law, consistent with general contract principles, would likely find that Ms. Albright is estopped from revoking her offer due to Mr. Finch’s substantial reliance, even though formal consideration for the option itself was not explicitly exchanged at the time the offer was made. The detrimental reliance and the injustice that would result from revoking the promise after Finch acted upon it are key elements that would support the application of promissory estoppel in Idaho.

In Idaho, the concept of consideration is fundamental to contract formation. Consideration is something of value exchanged between parties, forming the basis of a bargain. It can be a promise, an act, or a forbearance. For a contract to be enforceable, there must be a bargained-for exchange of legal value. This means that each party must give up something they have a legal right to do or refrain from doing, or promise to do so, in return for what they receive from the other party. Past consideration, or acts performed before a promise is made, is generally not considered valid consideration in Idaho. Similarly, a pre-existing legal duty does not constitute valid consideration, as a party is already obligated to perform that duty. The adequacy of consideration is typically not scrutinized by courts; as long as some legal value is exchanged, the consideration requirement is usually met. This principle ensures that parties are free to contract on terms they deem acceptable, provided the exchange is genuinely bargained for and has legal significance. The scenario presented involves a promise made in exchange for a past favor. Since the favor was completed before the promise was made, it constitutes past consideration. Under Idaho law, past consideration is insufficient to support a new contractual promise. Therefore, the promise made by Mr. Henderson to Ms. Gable is not legally binding as a contract.

In Idaho contract law, the concept of consideration is fundamental to the enforceability of a promise. Consideration refers to a bargained-for exchange where each party to a contract gives something of value or suffers a legal detriment. This “something of value” can be a promise to do something, a promise to refrain from doing something, or the actual performance of an act. For a contract to be valid, there must be a mutual exchange of consideration; one party’s promise cannot be a gift or a gratuitous promise without something given in return. In Idaho, as in most common law jurisdictions, past consideration is generally not valid consideration because it was not given in exchange for the current promise. Similarly, a pre-existing legal duty does not constitute valid consideration, as a party is already obligated to perform that duty. Nominal consideration, while technically present, can be scrutinized by courts if it appears to be a mere pretense to create a contract where no genuine bargain exists. The scenario describes a promise made in exchange for an act that had already occurred. This act, having been completed before the promise was made, cannot serve as consideration for the new promise because it was not bargained for in conjunction with the promise. Therefore, the promise is likely unenforceable due to a lack of valid consideration under Idaho contract law.

The core issue in this scenario revolves around the enforceability of an oral modification to a written contract under Idaho law, specifically concerning the Statute of Frauds and the concept of promissory estoppel. Idaho Code § 9-505 generally requires contracts for the sale of real property to be in writing. However, exceptions can apply. In this case, while the original lease agreement for the cabin was in writing, the oral agreement to extend the lease and increase the rent is a modification. Idaho follows the principle that oral modifications to written contracts are generally permissible unless the Statute of Frauds applies to the subject matter of the modification itself, or if the original contract contains a “no oral modification” clause that is itself enforceable. Even if the oral modification is deemed ineffective due to the Statute of Frauds, promissory estoppel can serve as a basis for enforcing the modified agreement. Promissory estoppel requires a clear and unambiguous promise, reasonable and foreseeable reliance by the party to whom the promise is made, and injury sustained by the party asserting the estoppel if the promise is not enforced. Here, Mr. Abernathy made a clear promise to extend the lease. Ms. Vance reasonably and foreseeably relied on this promise by making substantial improvements to the cabin, believing she had secured an extended tenancy. The expenditure on improvements constitutes reliance and would result in injury if the promise is not enforced. Therefore, the oral modification, or at least the reliance interest of Ms. Vance, would likely be enforceable under the doctrine of promissory estoppel in Idaho, despite the lack of a written amendment. The calculation is not mathematical but conceptual: assessing the elements of promissory estoppel against the facts presented.

In Idaho contract law, the concept of promissory estoppel can serve as a substitute for consideration when a promise is made, and the promisee reasonably relies on that promise to their detriment. For promissory estoppel to apply, four elements must be present: (1) a clear and unambiguous promise, (2) reasonable and foreseeable reliance by the promisee on the promise, (3) actual reliance by the promisee, and (4) injustice can only be avoided by enforcing the promise. Idaho courts have recognized and applied the doctrine of promissory estoppel in various contexts, including pre-contractual negotiations and gratuitous promises. The measure of damages in a promissory estoppel case in Idaho is typically reliance damages, meaning the promisee is put in the position they would have been in had the promise not been made, rather than expectation damages, which would put them in the position they would have been in had the promise been fulfilled. This distinction is crucial for understanding the scope of recovery. The scenario involves a promise of a future interest in property, reliance on that promise through significant home improvements, and a clear injustice if the promise is not enforced. The promise to convey a future interest in the property, coupled with the substantial investment in improvements made in direct reliance on that promise, establishes the elements for promissory estoppel under Idaho law. The promisee’s actions went beyond mere expectation; they represented a tangible change in position based on the promisor’s assurance. Therefore, enforcing the promise to the extent of the reliance damages would be the appropriate legal remedy.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of consideration, provided certain elements are met. These elements, derived from common law principles and often codified or interpreted in state statutes, generally include a clear and unambiguous promise, reasonable and foreseeable reliance by the party to whom the promise is made, and detriment suffered by the relying party as a result of that reliance, such that injustice can only be avoided by enforcing the promise. The reliance must be substantial and not merely incidental. The purpose of promissory estoppel is to prevent unfairness when a party makes a promise and another party reasonably relies on it to their detriment, even if the formal requirements of contract formation (like bargained-for exchange) are not fully satisfied. Idaho case law, while not always explicitly detailing a rigid formula for calculation, emphasizes the equitable nature of this doctrine. For instance, if a business owner in Boise promises a supplier a significant long-term contract, and the supplier, relying on this promise, invests heavily in specialized equipment and expands their facilities, and then the business owner reneges without cause, the supplier might have a claim under promissory estoppel in Idaho. The detriment here is the unrecouped investment in specialized equipment and facility expansion, which would be unjust to bear if the promise is not enforced to some extent.

The scenario involves a dispute over a contract for the sale of specialized agricultural equipment in Idaho. The buyer, a farmer named Elara Vance, claims the equipment delivered by the seller, AgriTech Innovations Inc., does not conform to the specifications outlined in their written agreement. Specifically, Elara asserts that the harvesters have a lower operational efficiency than the guaranteed \(95\%\) stated in the contract, and that a crucial component, the “auto-adjusting grain separator,” is missing. AgriTech Innovations Inc. counters that the delivered equipment meets a reasonable standard of performance and that the “auto-adjusting grain separator” was an optional add-on not included in the base price of the contract. Under Idaho law, particularly concerning the Uniform Commercial Code (UCC) as adopted in Idaho, a contract for the sale of goods is governed by its terms. When goods are delivered and are found to be non-conforming, the buyer generally has the right to reject them if the non-conformity substantially impairs the value of the goods. However, the UCC also provides for “cure” by the seller. Cure is the seller’s opportunity to fix a non-conforming delivery. If the time for performance has not yet expired, or if the seller had reasonable grounds to believe the tender would be acceptable with or without a money allowance, the seller may seasonably notify the buyer of their intention to cure and then make a conforming delivery within the contract time. In this case, the contract specified \(95\%\) operational efficiency and the inclusion of the “auto-adjusting grain separator.” The alleged lower efficiency and missing component constitute a non-conformity. The question is whether AgriTech Innovations Inc. can cure this non-conformity. Since the contract likely specifies a delivery date or a period for performance, and assuming the time for performance has not yet expired or AgriTech had a reasonable belief their initial delivery would be acceptable, they would have a right to cure. Cure would involve either repairing the existing harvesters to meet the \(95\%\) efficiency or replacing them, and providing the missing “auto-adjusting grain separator.” The seller must make a conforming tender within the contract period. Idaho Code \(28-2-508\) outlines the seller’s right to cure. If AgriTech promptly notifies Elara of their intent to cure and can deliver conforming goods within the contractually agreed-upon delivery timeframe, they would be permitted to do so. If the contract has a firm delivery date that has passed, and AgriTech did not have reasonable grounds to believe the non-conforming tender would be accepted, their right to cure might be limited. However, without specific information on the contract’s time provisions and AgriTech’s knowledge, the general right to cure within the contract period is the primary consideration.

In Idaho, the doctrine of promissory estoppel can serve as a substitute for consideration in certain circumstances. This doctrine, often invoked when a promise induces detrimental reliance, is recognized under Idaho law to prevent injustice. For a claim of promissory estoppel to succeed, several elements must be established: a clear and unambiguous promise, reasonable and foreseeable reliance by the party to whom the promise is made, and detriment suffered by the relying party as a result of that reliance. The promisor must also have reasonably expected the promisee to rely on the promise. The Idaho Supreme Court has consistently applied these principles, emphasizing that the promise must be one that the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee. If these elements are met, a promise that might otherwise be unenforceable due to a lack of formal consideration can be legally binding. This equitable doctrine is crucial for ensuring fairness in contractual dealings, particularly in situations where formal contract formation may be absent or incomplete, but significant reliance has occurred. The remedy under promissory estoppel is typically limited to what is necessary to prevent injustice, which might include enforcing the promise or awarding reliance damages.

In Idaho, a contract can be considered voidable if it is entered into under duress. Duress occurs when one party is compelled to enter into a contract by an unlawful threat or pressure from the other party, leaving them no reasonable alternative. This unlawful pressure can take various forms, including physical compulsion or economic coercion. For a contract to be voidable due to economic duress, the party claiming duress must demonstrate that they assented to the contract only because of an improper threat that left them with no reasonable alternative. The threat must be wrongful or unlawful, and it must induce assent. Idaho law, like general contract principles, recognizes that such contracts are not automatically void but are voidable at the option of the party who was subjected to the duress. This means the victim can choose to either affirm the contract or disaffirm it. The elements typically require an improper threat, causation, and lack of reasonable alternative. For instance, if a supplier, knowing a construction company in Idaho is on a tight deadline for a public works project, suddenly demands a significantly higher price for essential materials that cannot be sourced elsewhere in time, and the construction company agrees under protest, this could constitute economic duress, making the agreement voidable.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of formal consideration, provided certain conditions are met. These conditions, as generally understood in contract law and specifically applied in Idaho, require that the promisor made a clear and definite promise, the promisor should have reasonably expected the promisee to rely on the promise, the promisee did in fact rely on the promise to their detriment, and injustice can only be avoided by enforcing the promise. The measure of recovery under promissory estoppel in Idaho, as in many jurisdictions, is typically limited to reliance damages, meaning the amount necessary to put the promisee in the position they would have been in had the promise not been made, rather than expectation damages (the benefit of the bargain). This distinction is crucial; the goal is to compensate for the loss incurred due to reliance, not to grant the full benefit of the unfulfilled promise. Therefore, if a party incurs expenses based on a promise that is later broken, the recovery would generally cover those incurred expenses, subject to the principles of reasonableness and foreseeability of the reliance.

In Idaho, the doctrine of promissory estoppel can be invoked to enforce a promise even in the absence of formal consideration, provided certain elements are met. These elements, as generally understood and applied in Idaho contract law, include a clear and unambiguous promise, a reasonable and foreseeable reliance by the promisee on that promise, and an injustice that can only be avoided by enforcing the promise. The promise must be one that the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person. The promisee’s action or forbearance must actually be induced by the promise. Finally, the court must find that injustice can be avoided only by enforcement of the promise. This equitable doctrine serves to prevent unfairness when a party has detrimentally relied on another’s assurance. For instance, if a business owner in Boise promises a supplier a substantial long-term contract if the supplier invests in specialized equipment, and the supplier makes the investment, promissory estoppel might apply if the business owner later reneats on the promise without a valid reason, causing the supplier significant loss. The focus is on the reliance and the resulting detriment, rather than a bargained-for exchange.

In Idaho contract law, the concept of consequential damages, also known as special damages, refers to losses that do not flow directly from a breach of contract but arise from circumstances peculiar to the injured party’s situation. These damages are recoverable only if they were reasonably foreseeable by the breaching party at the time the contract was made. This foreseeability requirement is a cornerstone of contract damages, stemming from the seminal English case of Hadley v. Baxendale, which has been widely adopted and applied in Idaho. For consequential damages to be awarded, the non-breaching party must demonstrate that the breaching party knew or had reason to know of the special circumstances that would cause these particular damages to arise from the breach. For instance, if a supplier fails to deliver a specialized component to a manufacturer, and the manufacturer has informed the supplier that this component is crucial for meeting a specific, time-sensitive client order, then the lost profits from that client order could be considered foreseeable consequential damages. Conversely, if the supplier was unaware of the manufacturer’s specific client commitments, such lost profits would likely not be recoverable. The Idaho Supreme Court consistently upholds this principle, emphasizing that the breaching party must have had actual or constructive knowledge of the special circumstances. This prevents a party from being held liable for damages that were entirely unpredictable at the time of contracting. The purpose is to place the non-breaching party in the position they would have been in had the contract been performed, but not to make them better off or to punish the breaching party for unforeseeable losses.