## Facts

- Clear Lakes Trout Co., Inc. operated a fish hatchery that sold small trout (fingerlings) to growers and later bought back grown trout for resale.
- Rodney and Carla Griffith, doing business as Boswell Farms, bought fingerlings from Clear Lakes, raised them, and sold the trout back to Clear Lakes.
- In September 1998, the parties executed a written agreement under which Clear Lakes would supply fingerlings sufficient for Griffith to grow up to two million pounds (live weight) of trout annually, and Griffith would sell the trout back when grown to “market size.”
- The agreement set a fixed per-pound price for market-size trout, with scheduled renegotiation after the second and fourth years, and used an offset arrangement (amount owed for fingerlings deducted from amounts owed for market-size fish).
- The agreement ran for six years (1998–2004) and was later extended by mutual agreement for a seventh year (to 2005).
- For roughly the first three years, both parties treated “market size” as trout of about one pound live weight (often 12–16 ounces), and Clear Lakes accepted such deliveries without objection.
- After September 11, 2001, Clear Lakes’ customers demanded larger fish; Clear Lakes began delaying acceptance and taking smaller loads, causing overcrowding, increased fish stress and mortality, and cash-flow problems for Griffith.
- Clear Lakes increasingly refused to accept fish at the size Griffith considered “market size,” and the relationship deteriorated; Griffith ultimately refused further fingerling deliveries, effectively ending performance.
- Griffith sued for breach of contract, seeking lost profits for increased costs and mortality in years four and five and for Clear Lakes’ alleged failure to purchase fish during years six and seven.

## Issues

1. Whether the agreement was unenforceable for indefiniteness because the parties lacked a meeting of the minds on the meaning of “market size.”
2. Whether “market size” could be given a sufficiently definite meaning using course of performance, course of dealing, trade usage, and related extrinsic evidence.
3. Whether Griffith proved lost-profit damages with reasonable certainty, including (a) years four and five and (b) years six and seven.
4. Whether the trial court properly awarded attorney’s fees to Griffith.

## Decision

- The Idaho Supreme Court held that a valid, enforceable contract existed and that the parties shared an initial understanding that “market size” meant trout of approximately one pound live weight.
- The court affirmed the breach-of-contract judgment based on Clear Lakes’ failure to accept fish consistent with that meaning and the agreement’s contemplated regular acceptance pattern.
- The court affirmed the lost-profit award for years four and five, concluding the evidence supported damages with reasonable certainty.
- The court vacated the denial of lost-profit damages for years six and seven and remanded for the trial court to determine whether those damages were proven with reasonable certainty and, if so, in what amount.
- The court affirmed the trial-level attorney’s fee award to Griffith and addressed appellate fees under prevailing-party standards.

## Legal Principles

- A commercial contract does not fail for indefiniteness if the parties intended to be bound and the disputed term can be made reasonably certain by objective evidence.
- Course of performance and course of dealing may supply a definite meaning to a general term such as “market size,” and consistent multi-year performance can support a finding of mutual assent.
- A party’s later attempt to redefine a material performance term based on changing market demands does not negate formation; it may constitute breach if inconsistent with the agreed meaning.
- Lost profits are recoverable when proven with reasonable certainty; mathematical precision is not required, and credible expert testimony and historical operational data may suffice.
- Denial of future lost profits requires a clear reasonable-certainty analysis; where the record may support such damages, remand is appropriate for determination and calculation.

## Conclusion

The court enforced a long-term trout sales agreement by defining “market size” through the parties’ established performance (approximately one-pound fish), upheld lost-profit damages for years four and five as reasonably certain, and remanded for reconsideration of lost profits for years six and seven while affirming attorney’s fees to the prevailing party.


Griffith v. Clear Lakes Trout Co., Inc., 152 P.3d 604 (Idaho 2007)