## Facts

- In 2004, BECO Construction Co., Inc. (BECO) and Ted A. Swanson were working at the same government construction site in Idaho.
- BECO’s rented skid steer loader became unusable, and BECO asked to use Swanson’s skid steer loader (a Bobcat) as a replacement.
- Swanson, an individual owner who was not a commercial equipment lessor, agreed to rent the Bobcat to BECO at $300 per day, expecting the arrangement to last about a week while BECO’s other machine was repaired.
- On August 27, 2004, the parties signed a short handwritten lease providing that BECO would rent the Bobcat from “8/27/04 until finished” at “$300.00 per working day.”
- BECO kept possession of the Bobcat until October 18, 2004, when Swanson went to the jobsite and took the Bobcat back.
- Swanson counted 44 working days during the rental period and billed BECO $13,200 (44 × $300).
- BECO disputed both the definition of “working day” and Swanson’s day count, asserting it owed far less (BECO calculated $6,219).
- Swanson sued for breach of contract (and also sought damages related to the Bobcat’s condition upon return).
- BECO argued that “working day” should be read as it is defined in an Idaho Transportation Department (ITD) standard contract (a day counts only if conditions permit at least five hours of construction work).
- BECO also argued that the lease should reflect an alleged usage of trade among commercial equipment lessors that applies reduced rates for weekly or monthly rentals rather than a straight daily charge for extended periods.
- The district court ruled for Swanson, granting partial summary judgment on the meaning of “working day” and on the number of working days based on Swanson’s sworn evidence, and entered judgment including rent, damages, and fees.
- BECO appealed to the Idaho Supreme Court.

## Issues

1. Was the lease phrase “$300 per working day” ambiguous such that the court should consider BECO’s proposed ITD “working day” definition?
2. Did BECO raise a genuine issue of material fact on summary judgment as to how many “working days” it possessed the Bobcat?
3. Could evidence of industry trade usage (weekly/monthly discounted rental rates) modify the parties’ written “$300 per working day” price term?

## Decision

- The Idaho Supreme Court held that “per working day” was unambiguous and applied its ordinary meaning (a day on which work is normally done, generally excluding Sundays and legal holidays), not the ITD public-contract definition.
- The court held summary judgment was proper on the working-day count because Swanson produced sworn, specific evidence of the days BECO worked and possessed the Bobcat, and BECO did not produce admissible, specific evidence creating a factual dispute.
- The court rejected BECO’s trade-usage theory because usage of trade may explain or add consistent terms, but it cannot contradict an express price term; the court also noted Swanson was not in the equipment-rental business such that the claimed industry discount practice would fairly be charged to him.
- The court affirmed the judgment for Swanson but made a limited correction to the trial court’s calculation of working days and the resulting rent.
- The court awarded Swanson costs and attorney’s fees on appeal as the prevailing party in the contract action.

## Legal Principles

- Whether a contract term is ambiguous is a question of law; a term is ambiguous only if it is reasonably susceptible to more than one interpretation when read in the agreement’s context.
- When contract language is clear, courts apply the ordinary meaning of the words and enforce the agreement as written.
- A specialized definition from another document (such as a standard agency contract) does not control unless the parties’ agreement incorporates it or otherwise shows intent to use that meaning.
- On summary judgment, once the moving party supports its motion with evidence, the opposing party must respond with specific admissible facts showing a genuine issue for trial; legal argument alone does not create a factual dispute.
- Usage of trade may explain or add terms consistent with a written contract, but it cannot negate or contradict an express term such as a stated daily rental rate.
- Claimed trade usage is less likely to apply against a party who is not shown to participate in, or have reason to know of, the asserted industry practice.

## Conclusion

Swanson rented his Bobcat to BECO under a handwritten lease requiring payment of $300 per working day until BECO finished its work; when BECO kept the machine for weeks and disputed the bill, the Idaho Supreme Court enforced the ordinary meaning of “working day,” refused to import the ITD contract definition or discounted-rate trade usage into the private agreement, affirmed summary judgment on liability, and upheld the award to Swanson with a minor adjustment to the working-day/rent calculation and an award of appellate fees and costs.


Swanson v. BECO Construction Co., Inc., 175 P.3d 748 (Idaho 2007)