## Facts

- Gerald and Betty Doughty and their corporation (potato growers) contracted in 1983 to sell part of an anticipated potato crop to Idaho Frozen Foods Corp. (IFF), a processor, to help secure crop financing.
- The parties used a standardized form contract developed through negotiations between IFF and the Potato Growers of Idaho (PGI), an industry group representing many growers.
- The contract set a base price that adjusted upward or downward depending on the percentage of potatoes weighing ten ounces or more.
- The contract gave IFF an option to accept or refuse delivery if the delivered potatoes contained less than ten percent ten-ounce-or-larger potatoes; Doughty had no comparable option.
- Bad weather produced smaller potatoes, reducing the contract price under the size-based pricing formula.
- Doughty stopped delivery and filed a declaratory judgment action seeking to invalidate the contract as lacking mutuality (illusory promise) and as unconscionable.

## Issues

1. Whether the contract was unenforceable for lack of mutuality of obligation because IFF had a one-sided option to refuse delivery under a size threshold.
2. Whether the pricing and conditional acceptance provisions made the contract unconscionable and therefore unenforceable.

## Decision

- The Idaho Court of Appeals affirmed the judgment for IFF.
- The court held the contract was supported by consideration and was not void for lack of mutuality.
- The court held the contract was not unconscionable in formation or in substance.

## Legal Principles

- Mutuality does not require equal or identical obligations; enforceability turns on consideration and real commitments by both parties.
- A promise is not illusory when performance rights are conditioned on objective, product-based criteria rather than an unrestricted right to perform or not perform at will.
- Unconscionability requires more than a contract term that later proves economically unfavorable; courts evaluate both procedural circumstances (bargaining process) and substantive harshness.
- A standardized contract produced through industry-level negotiations and tied to reasonable commercial quality specifications is less likely to be deemed unconscionable.

## Conclusion

The court enforced the potato supply contract because IFF’s conditional right to refuse delivery was based on objective quality criteria and did not eliminate IFF’s contractual obligations, and because the grower failed to show procedural or substantive unconscionability merely from a poor harvest outcome.


Doughty v. Idaho Frozen Foods Corp., 736 P.2d 460 (Idaho Ct. App. 1987)