Does this contract need to be in writing to be enforceable in Idaho?
Only if it falls on Idaho's statutory list: otherwise an oral contract is fully enforceable (Idaho Code § 29-105: "All contracts may be oral except such as are specially required by statute to be in writing."). The list requiring a signed writing is Idaho Code § 9-505: (1) an agreement not to be performed within a year of its making; (2) a special promise to answer for the debt, default or miscarriage of another (subject to the original-obligation exception in § 9-506); (3) an agreement made upon consideration of marriage, other than a mutual promise to marry; (4) a lease longer than one year, or a sale, of real property or an interest in it: "such agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent be in writing, subscribed by the party sought to be charged"; and, distinctively, (5) "A promise or commitment to lend money or to grant or extend credit in an original principal amount of fifty thousand dollars ($50,000) or more, made by a person or entity engaged in the business of lending money or extending credit." Idaho courts apply the list as written. In Campbell v. Parkway Surgery Center (2015) the Supreme Court treated a new employer's oral promise to pay the employee's loan as a promise within § 9-505(2) that was nonetheless enforceable under § 9-506(3), because the promise directly benefited the promisor; in Bailey v. Peritus I Assets Management (2017) it vacated a summary judgment that had rested on § 9-505(2), holding that the subsection reaches a collateral promise to assume another's debt and not an allegation that two parties are jointly liable as original obligors; and in 616 Inc. v. Mae Properties (2023) it applied § 9-505(4) to an alleged lease exceeding one year and affirmed the summary judgment, holding that the writings conveyed no leasehold. Von Wandruszka v. City of Moscow (2024) touches § 9-505(2) only second-hand, recounting Justice Bistline's 1989 concurrence in City of Grangeville, which "cited Idaho Code section 9-505(2) to show that 'a promise to answer for the debt of another [has] to be in writing.'" For a sale of GOODS, Idaho's UCC carries its own, separate writing requirement at Idaho Code § 28-2-201(1): a contract for goods priced at $500 or more "is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought." That sentence opens "Except as otherwise provided in this section," and the exceptions are in the same section: between merchants a written confirmation binds the recipient unless it objects within ten days (§ 28-2-201(2)), and § 28-2-201(3) makes an unwritten goods contract enforceable anyway for specially manufactured goods, to the extent the party resisting it "admits in his pleading, testimony or otherwise in court that a contract for sale was made", and for goods already paid for and accepted or received and accepted. A writing that does satisfy (1) is "not insufficient because it omits or incorrectly states a term agreed upon", but it will not support enforcement "beyond the quantity of goods shown in such writing."
The trap
§ 9-505's $50,000 lender-promise clause (item 5) is not found in most other states' general statute-of-frauds lists and is easy to miss when importing a form from elsewhere: an oral commitment to lend or extend $50,000 or more by a person or entity in the lending business is unenforceable in Idaho even though the same oral promise would be enforceable in a state whose statute stops at real property, suretyship, marriage and one-year agreements. Separately, § 9-505 and UCC § 28-2-201 are two independent, freestanding statutes that were not read here as cross-referencing or excluding each other: unlike some states that expressly carve UCC sales out of the general statute of frauds, nothing in the text of § 9-505 read for this rule says it does not apply to a goods contract, so a goods sale above $500 plausibly has to satisfy BOTH § 9-505 (if, for example, the goods sale is also not to be performed within a year) and § 28-2-201's own writing rule; this is recorded as an open interplay question, not resolved from memory. The interplay runs the other way too: § 28-2-201(3) can make an unwritten goods contract enforceable on specially-manufactured, admission or payment-and-acceptance grounds, and § 9-505 contains no comparable escape, so a goods sale that also falls inside § 9-505's own list is not rescued by Article 2's exceptions alone. Section 9-506 is a real escape hatch for the suretyship clause specifically: a promise that is in substance an ORIGINAL obligation of the promisor (the section lists five such cases, among them the promisor who received the other party's property "upon an undertaking to apply it pursuant to such promise", the factor who "undertakes, for a commission, to sell merchandise and guarantee the sale", and the promise made "upon a consideration beneficial to the promisor") "is deemed an original obligation of the promisor, and need not be in writing", but nothing read here extends that escape to the real-property or $50,000-credit branches.
17 authorities
- statuteIdaho Code § 29-105enactment date not established
The words that state the rule
All contracts may be oral except such as are specially required by statute to be in writing.
- statuteIdaho Code § 9-505enactment date not established
The words that state the rule
In the following cases the agreement is invalid, unless the same or some note or memorandum thereof, be in writing and subscribed by the party charged, or by his agent. Evidence, therefore, of the agreement cannot be received without the writing or secondary evidence of its contents: 1. An agreement that by its terms is not to be performed within a year from the making thereof. 2. A special promise to answer for the debt, default or miscarriage of another, except in the cases provided for in section 9-506, Idaho Code. 3. An agreement made upon consideration of marriage, other than a mutual promise to marry.
- statuteIdaho Code § 9-505enactment date not established
The words that state the rule
An agreement for the leasing, for a longer period than one (1) year, or for the sale, of real property, or of an interest therein, and such agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent be in writing, subscribed by the party sought to be charged.
- statuteIdaho Code § 9-505enactment date not established
The words that state the rule
A promise or commitment to lend money or to grant or extend credit in an original principal amount of fifty thousand dollars ($50,000) or more, made by a person or entity engaged in the business of lending money or extending credit.
- statuteIdaho Code § 28-2-201enactment date not established
The words that state the rule
Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
- statuteIdaho Code § 28-2-201enactment date not established
The words that state the rule
(2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten (10) days after it is received.
- statuteIdaho Code § 28-2-201enactment date not established
The words that state the rule
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 28-2-606).
The words that state the rule
Justice Bistline wrote a separate concurrence to address “whether a landlord can be held responsible for a debt which is incurred by some other person.” Id. at 539, 777 P.2d at 1212 (Bistline, J., concurring). He cited Idaho Code section 9-505(2) to show that “a promise to answer for the debt of another [has] to be in writing.”
- statuteIdaho Code § 9-506enactment date not established
The words that state the rule
A promise to answer for the obligation of another, in any of the following cases, is deemed an original obligation of the promisor, and need not be in writing: 1. Where the promise is made by one who has received property of another upon an undertaking to apply it pursuant to such promise; or by one who has received a discharge from an obligation in whole or in part, in consideration of such promise. 2. Where the creditor parts with value, or enters into an obligation, in consideration of the obligations in respect to which the promise is made, in terms or under circumstances such as to render the party making the promise the principal debtor, and the person in whose behalf it is made, his surety. 3. Where the promise, being for an antecedent obligation of another, is made upon the consideration that the party receiving it cancels the antecedent obligation, accepting the new promise as a substitute therefor; or upon the consideration that the party receiving it releases the property of another from a levy, or his person from imprisonment under an execution on a judgment obtained upon the antecedent obligation; or upon a consideration beneficial to the promisor, whether moving from either party to the antecedent obligation, or from another person. 4. Where a factor undertakes, for a commission, to sell merchandise and guarantee the sale. 5. Where the holder of an instrument for the payment of money, upon which a third person is, or may become, liable to him, transfers it in payment of a precedent debt of his own, or for a new consideration and in connection with such transfer, enters into a promise respecting such instrument.
The words that state the rule
Idaho Code section 9-505 requires certain agreements to be in writing to be enforceable.
The words that state the rule
Applying these principles, both the magistrate court and the district court concluded that the statute of frauds did not apply in this case. We agree. The agreement between Parkway and Campbell undoubtedly falls under Idaho Code section 9-506(3) as an exception to the statute of frauds.
The words that state the rule
Because Parkway’s promise to answer for Campbell’s loan obligation directly benefited Parkway, the promise falls under Idaho Code section 9-506(3) as an exception to the statute of frauds.
The words that state the rule
The district court found that the statute of frauds, Idaho Code section 9-505(2), barred Bailey’s breach of contract claim against Peritus and granted summary judgment to Peritus.
The words that state the rule
Section 9-505(2) does not apply here. The allegations in this case are not that a collateral promise was made to assume the debt of another, but instead that multiple debtors are jointly liable for an original obligation as principals.
The words that state the rule
We vacate the district court’s judgment granting summary judgment to Peritus on Bailey’s breach of contract claim and remand this case for proceedings consistent with this opinion.
- caseNo. 49190 (Idaho Feb. 8, 2023)616 Inc. v. Mae Properties, LLCIdahodecided 2023
The words that state the rule
because the term of the alleged lease at issue exceeds one year, the Statute of Frauds requires that the contract be memorialized in writing and “subscribed by the party sought to be charged[,]” or it is “invalid” and unenforceable, i.e., the contract does not convey the leasehold interest.
- caseNo. 49190 (Idaho Feb. 8, 2023)616 Inc. v. Mae Properties, LLCIdahodecided 2023
The words that state the rule
For the reasons set out above, we affirm the district court’s decision to grant summary judgment, the decision on Defendants’/Counterclaimants’ joint request for attorney fees, and the judgment entered.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.