Contract Law in Action: What Genho v. Riverdale Hot Springs Teaches About Agreements, Registration, and Getting Paid

Contracts are the backbone of every business transaction, especially in construction and service industries. But what happens when there's no signed document, the project scope changes midstream, or one party fails to follow statutory requirements? 

The Idaho Supreme Court's 2024 decision in Genho v. Riverdale Hot Springs, LLC provides a valuable roadmap for understanding contract law, equitable recovery, and attorney fees — especially for contractors and property owners alike. 

The Dispute: Construction, Compensation, and a Controversial Contract 

Daniel Genho, doing business as Genho Construction, performed extensive remodel work at Riverdale Resort in Franklin County, Idaho. Initially hired under an informal time-and-materials arrangement, the relationship evolved into a fixed-price remodel agreement — but without a signed contract. The project ramped up, costs were incurred, and then the relationship soured. 

Riverdale stopped payment and refused to return Genho’s tools. Genho sued for breach of contract, unjust enrichment, quantum meruit, conversion, and foreclosure of a mechanic’s lien. But there was a catch: he hadn’t obtained his Idaho contractor registration until midway through the job. 

Key Legal Takeaways 

1. Elements of a Contract 

To prove a valid contract under Idaho law, a plaintiff must establish: 

• Offer – One party proposes definite terms. 

• Acceptance – The other party agrees to those terms. 

• Consideration – There is an exchange of value (e.g., money for services). 

• Mutual assent – Both parties intend to enter into a binding agreement. 

• Capacity and legality – Parties must be legally capable, and the contract must comply with applicable laws. 

In Genho, while the parties had communications and even payments, the Idaho court held that the lack of a fully signed agreement — combined with noncompliance with the Idaho Contractor Registration Act (ICRA) — rendered the contract unenforceable for breach. 

2. Equitable Relief May Still Be Available 

Even though the contract claim failed, Genho prevailed on quantum meruit and unjust enrichment theories — legal doctrines allowing recovery for the reasonable value of services provided when a formal contract is unenforceable. 

The court applied the principle from prior cases (ParkWest and AED) that work performed after registration may still entitle a contractor to payment if that work is severable from earlier unregistered activities. 

3. Mechanic’s Liens Still Apply — With Limits 

Genho was also allowed to foreclose on his mechanic’s lien for work and materials provided after becoming a registered contractor. Idaho Code § 54-5208 prohibits unregistered contractors from asserting lien rights, but the court found Genho's post-registration work was legally protected. 

Attorney Fees in Idaho Contract Cases 

In Idaho, attorney fees can be awarded under several statutes. In Genho, the district court awarded fees under: 

• Idaho Code § 12-120(3) – Allows attorney fees in actions based on commercial transactions, including equitable claims like unjust enrichment and quantum meruit. 

• Idaho Code § 45-513 – Permits attorney fee recovery in successful actions to foreclose a mechanic's lien. 

Although the Idaho Supreme Court upheld the jury’s verdict on equitable and lien claims, it vacated the attorney fee award and remanded for further findings — specifically to determine if the equitable claims were indeed based on a commercial transaction, a necessary condition for § 12-120(3). 

Lessons for Contractors and Business Owners 

1. Get It in Writing – Even in informal dealings, insist on a written and signed agreement. Ambiguity leads to litigation. 

2. Follow the Law – In Idaho, contractors must be registered under ICRA before engaging in any work. Registration is not a formality — it’s a legal prerequisite to enforcing your rights. 

3. Know Your Remedies – If a contract fails, you may still recover under equitable theories — but only for legal work done after compliance. 

4. Attorney Fees Aren’t Automatic – Even if you win at trial, you must prove your case qualifies under Idaho statutes for a fee award. 

Contract disputes are complex — don’t navigate them alone. With over 28 years of experience and licensure in Idaho, Wyoming, Utah, and Arizona, Attorney John D. Bowers is a top-rated contract litigation attorney recognized in Super Lawyers for the Intermountain States. Whether you’re negotiating a multimillion-dollar deal or facing breach-of-contract litigation, John has the legal acumen to protect your interests. 

📞 Call 307-885-1000 for a consultation.