## Facts

- Gust Paloukos went to Intermountain Chevrolet Co. to order a new 1974 Chevrolet pickup truck.
- Paloukos and a salesperson completed a preprinted dealer “new vehicle order” form bearing the dealership’s logo.
- The form specified the truck’s make, model, and many options and stated a price allegedly approved by the sales manager.
- Some specifications remained open (including the truck’s exact color and engine size).
- The form lacked signature lines; Paloukos signed at the bottom, and the salesperson printed his name on the form.
- Paloukos paid a deposit toward the purchase price, which Intermountain accepted.
- Intermountain later advised that a factory production shortage prevented delivery and returned the deposit.
- Paloukos sued for specific performance or damages, claiming an enforceable sales contract.

## Issues

1. Whether the order form, signatures/identification, and deposit created a genuine issue of material fact that the parties formed an enforceable contract for sale under UCC Article 2.
2. Whether open terms in the order prevented contract formation as a matter of law.
3. Whether the writing and related conduct could satisfy the UCC Statute of Frauds so as to preclude summary judgment for the seller.

## Decision

- The Idaho Supreme Court reversed the summary judgment entered for Intermountain Chevrolet and remanded.
- The record contained sufficient evidence from which a fact-finder could conclude the parties formed a contract under UCC Article 2.
- Whether the parties intended to be bound, and the effect of any open terms, were questions for the trier of fact on this record.

## Legal Principles

- Under UCC § 2-204, a sales contract may be formed in any manner showing agreement, including conduct recognizing a contract, and may exist despite open terms if the parties intended to contract and there is a reasonably certain basis for a remedy.
- Under UCC § 2-201, a writing may satisfy the Statute of Frauds even if it omits or misstates terms, so long as it indicates a contract for sale and is signed by the party to be charged.
- Acceptance of a buyer’s deposit may constitute conduct recognizing a contract under the UCC.
- Summary judgment is improper when reasonable inferences on material facts—such as intent to contract—can differ; doubts are resolved against the movant.

## Conclusion

The court held that a detailed dealer order form, coupled with the buyer’s deposit and the dealership’s conduct, could support a finding of an enforceable UCC sales contract despite unresolved specifications, so summary judgment for the seller was improper and the case was remanded for fact-finding on contract formation and breach.


Paloukos v. Intermountain Chevrolet Co., 588 P.2d 939 (Idaho 1978)