## Facts

- Landowners Bob and Neva Madden orally agreed with tenant farmer Harold Vogt to sharecrop the Maddens’ 70 acres in 1979; the parties renewed the arrangement for 1980.
- Under the arrangement, some costs were Vogt’s alone, other costs were shared equally, and net crop profits were to be split equally.
- The 1979 and 1980 wheat crops produced no profits, leaving unpaid shared expenses owed by the Maddens.
- After the 1980 harvest, Vogt told Madden he planned to plant pinto beans in 1981 and testified Madden did not object; Vogt admitted Madden did not expressly approve or say “yes.”
- Madden denied any agreement for 1981 and asserted the sharecrop relationship had ended.
- A jury awarded the Vogts $18,540, including unpaid 1979–1980 expenses and lost profits attributed to an asserted 1981 sharecrop agreement.

## Issues

1. Whether evidence was sufficient to support a finding that a 1981 sharecrop contract was formed where the alleged assent consisted of the landowner’s silence and lack of objection.
2. Whether damages for anticipated 1981 crop profits were recoverable or impermissibly speculative.
3. Whether the Vogts failed to mitigate damages.

## Decision

- The court affirmed that the parties had enforceable sharecrop agreements for 1979 and 1980 and that the Vogts could recover the Maddens’ unpaid share of 1979–1980 expenses (about $2,000 plus interest).
- The court reversed the portion of the judgment awarding damages based on an alleged 1981 sharecrop agreement and associated lost profits.
- The court held the evidence did not prove a 1981 contract because Madden’s silence did not constitute acceptance and no recognized exception applied.
- The case was remanded with instructions to modify the judgment consistent with limiting recovery to the 1979–1980 expense contribution.

## Legal Principles

- Acceptance generally requires manifested assent; silence ordinarily does not operate as acceptance.
- Silence may constitute acceptance only in limited circumstances (e.g., where prior dealings make silence a reasonable mode of assent, where the offeree knowingly accepts services with an opportunity to reject, or where the parties agree silence will constitute acceptance).
- A jury may not be instructed to treat silence as acceptance absent evidentiary support for a recognized exception.
- Lost-profit damages are not recoverable as contract damages without proof of an enforceable contract establishing the right to performance.

## Conclusion

The court held that the landlords’ non-objection to the tenant’s stated intention to farm in 1981 did not create a renewed sharecrop contract, reversed the lost-profit award premised on that alleged agreement, and upheld recovery limited to the landlords’ unpaid share of expenses incurred under the undisputed 1979–1980 agreements.


Vogt v. Madden, 713 P.2d 442 (Idaho Ct. App. 1985)