## Facts

- Richard L. Palmer (buyer) contracted with Idaho Peterbilt, Inc. (seller-dealer) to purchase a specially built truck.
- After the first truck built for Palmer was stolen before delivery, Palmer and the seller made an oral agreement for a replacement specially built truck.
- Palmer paid a $500 deposit toward the replacement truck.
- The transaction was delayed repeatedly during the production/build process.
- Palmer grew impatient with the delays, and the seller became concerned about Palmer’s ability or willingness to pay.
- The seller sent Palmer a letter stating that it was terminating their relationship and enclosed a refund of Palmer’s $500 deposit.
- Palmer accepted the returned deposit.
- Several months later, Palmer sued the seller for breach of the sales contract, seeking damages beyond the returned deposit.
- The trial court found the seller had breached and awarded Palmer general damages, but denied Palmer consequential damages.
- The seller appealed the general-damages award, arguing rescission and waiver; Palmer challenged the denial of consequential damages.

## Issues

1. Whether a buyer who accepts return of a deposit after the seller repudiates a sales contract is barred (by rescission or waiver) from recovering additional damages under Idaho’s UCC.
2. Whether the buyer’s silence or failure to object when the seller returned the deposit constitutes a waiver of UCC remedies after anticipatory repudiation.
3. Whether the trial court’s award of general damages (and denial of consequential damages) should be disturbed on appeal.

## Decision

- The judgment was affirmed.
- Palmer’s acceptance of the returned $500 deposit did not, by itself, rescind the contract or waive his right to pursue additional remedies for the seller’s repudiation under Idaho’s UCC.
- Palmer’s silence or inaction at the time of repudiation did not forfeit his right to sue for damages.
- The appellate court upheld the trial court’s general-damages award and left in place the denial of consequential damages.

## Legal Principles

- Under Idaho Code § 28-2-711, when a seller fails to deliver or repudiates, the buyer may recover the amount paid and also pursue other UCC remedies, including damages; a refund of the price or deposit does not automatically end the buyer’s remaining claims.
- Under Idaho Code § 28-2-610 (anticipatory repudiation), an aggrieved buyer may resort to remedies for breach without a requirement of immediate objection; silence or delay in suing does not itself amount to waiver.
- Common-law doctrines such as rescission and waiver may apply only to the extent they do not conflict with UCC provisions; inconsistent common-law rules yield to the statutory scheme.
- A party asserting waiver or rescission must show conduct that clearly supports an intent to surrender legal rights; mere acceptance of returned funds, without more, is not enough when the UCC authorizes cumulative remedies.
- Consequential damages require adequate proof within UCC limits; if the evidence does not establish recoverable consequential loss, a trial court may deny that category of damages while still awarding general damages.

## Conclusion

Palmer v. Idaho Peterbilt holds that under Idaho’s UCC, a seller’s repudiation followed by a refund of the buyer’s deposit does not, without clear proof of intent to give up further rights, bar the buyer from seeking general damages, and the buyer’s silence when the refund is tendered does not itself create waiver; the appellate court therefore affirmed the trial court’s general-damages award and its denial of consequential damages.


Palmer v. Idaho Peterbilt, Inc., 641 P. 2d 346 (1982)