“Sole-Discretion Easement Termination” Doctrine
Comprehensive Commentary on Radford v. Van Orden, Supreme Court of Idaho (2025)

1. Introduction

Parties. Mark Radford and his entity, Hallo Properties, LLC (“Radford”) sued the State of Idaho, the State Board of Land Commissioners, and the Idaho Department of Lands (collectively, “the State”) and two private lessees (Jay and Dexter Van Orden).
Property at Issue. The dispute involves Easement No. AE800013, a two-track roadway crossing Radford’s ranchland and used historically by the State to access State endowment grazing lands. The easement terminates at a parcel (the “Hallo Property”) now owned by Radford.
Triggering Event. After acquiring the Hallo Property in 2020, Radford revoked permission for the State to traverse that land, effectively land-locking the western segment of AE800013. He then asserted that the State had “determined” the segment was no longer needed and demanded a recorded statement of termination under a clause in the 2016 Easement Agreement.
Claim. Radford alleged breach of contract and breach of the implied covenant of good faith and fair dealing for the State’s refusal to provide a termination document.
Procedural Posture. The district court granted summary judgment to the State, interpreting the agreement as giving the State the sole and subjective power to determine whether the easement (or any segment) “is no longer needed.” The Idaho Supreme Court affirmed.

2. Summary of the Judgment

• The easement agreement made termination contingent on the State’s own determination that a segment is unnecessary. No such determination occurred.
• Consequently, the State had no contractual duty to reassess or terminate the easement simply because Radford revoked physical access across adjoining land.
• The court rejected Radford’s alternative theories—(i) that a “reasonable person” standard should replace the State’s discretion, and (ii) that the covenant of good faith compelled termination. Both theories would rewrite the contract.
• Because Radford’s appeal was deemed “unreasonably pursued,” the Court awarded attorney fees to the State under Idaho Code §§ 12-117 and 12-121.

3. Detailed Analysis

3.1 Precedents Cited and Their Influence

The opinion is not precedent-heavy on easement merits but anchors its reasoning in established Idaho cases governing summary judgment, contract interpretation, and implied covenants. Key citations include:

1. Bronco Elite Arts & Athletics, LLC v. 106 Garden City, LLC, 172 Idaho 506 (2023) – reiterates the de novo standard on appeal from summary judgment, ensuring the Supreme Court could re-evaluate contract meaning without deference.
2. Dickinson Frozen Foods, Inc. v. J.R. Simplot Co., 164 Idaho 669 (2019) – for the rule that unambiguous contracts are interpreted by plain meaning as a matter of law.
3. Shawver v. Huckleberry Estates, L.L.C., 140 Idaho 354 (2004) – defines breach of contract and the contours of the implied covenant of good faith and fair dealing; used to reject Radford’s “good-faith” argument.
4. Restatement (Third) of Property: Servitudes §§ 4.3, 7.1, 7.2 – though not binding authority, the Court cites commentary on the indefinite duration of servitudes and defeasible easements to explain why no periodic reassessment duty exists unless expressly stated.

By weaving these authorities, the Court underscored a constant Idaho principle: courts will not import duties into contracts that parties did not bargain for.

3.2 The Court’s Legal Reasoning

1. Contractual Language Controls. The Termination clause begins, “If at any time [the State] determines …” – an unmistakable delegation of discretion to the State alone. The Court read “if” as creating a condition precedent rather than a duty.
2. Absence of Mandatory Reassessment. Nothing in the agreement required the State to continually evaluate necessity. The Court analogized to the Restatement view that most easements are intended to be perpetual unless a specified defeasance event occurs.
3. No Objective “Reasonable Person” Overlay. Radford’s attempt to inject an objective standard conflicts with the explicit contractual allocation of decision-making power. Courts will not override an unambiguous “sole discretion” clause.
4. Implied Covenant Cannot Rewrite Express Terms. Good-faith doctrine ensures honest performance of duties that exist; it cannot invent new duties. Because the State owed no duty to evaluate necessity, there could be no bad-faith failure to do so.
5. Attorney-Fee Sanction. The Court labeled the appeal “unreasonably pursued” because it was premised on a “fundamental misreading of easement law,” justifying fees under §§ 12-117 & 12-121.

3.3 Potential Impact of the Judgment

• Clarifies “Sole-Discretion” Clauses. Idaho courts will enforce them literally, even in property-use contexts traditionally policed for reasonableness.
• Strengthens Perpetual Easement Presumption. Unless a contract unmistakably imposes ongoing reassessment, easement holders need not periodically justify continued use.
• Warning to Grantors. Landowners negotiating easements must draft clear objective triggers (e.g., “if vehicular access becomes impossible for 12 consecutive months…”) if they want automatic termination.
• Good Faith Doctrine Boundaries. The decision reins in attempts to transform the implied covenant into a substantive “equitable escape hatch.”
• Fee-Shifting Signal. The Court’s willingness to label the appeal frivolous may deter future litigants from advancing creative—but textually unsupported—contract theories.

3.4 Complex Concepts Simplified

Indefinite Easement / Perpetual Servitude

An easement without a fixed end date. It continues forever unless a contract or statute dictates termination.

Condition Precedent (Event of Defeasance)

A future event that must occur before a contractual obligation (here, termination) arises. Until it occurs, no duty exists.

Sole and Subjective Discretion

Decision-making power given entirely to one party, evaluated by that party’s honest belief, not by what a “reasonable person” might decide.

Implied Covenant of Good Faith and Fair Dealing

A rule that parties must perform their existing contractual promises honestly and without undermining the contract’s benefits. It cannot create new promises.

Summary Judgment

A procedural device allowing courts to resolve a case without trial when no material facts are disputed and one party is entitled to judgment under the law.

4. Conclusion

Radford v. Van Orden cements a clear Idaho rule: When an easement agreement ties termination to the holder’s own determination of necessity, courts will not second-guess or compel that determination absent explicit language. The decision protects contract certainty in property transactions and delineates the limits of the implied covenant of good faith. It serves as a drafting lesson—grantors who wish to enforce objective termination triggers must say so expressly. Moving forward, Idaho litigants can expect strict textualism in easement cases and potential fee exposure for attempts to stretch contract language beyond its plain meaning.