concurring specially in the dissenting opinion of HUNTLEY, Justice.
Having concurred in the opinion of Justice Huntley — which was written independently of my own opinion, I write additionally to enlarge upon the facial invalidity of the so-called “contract” as constituting a genuine contractual agreement by which Alonzo Maldonado is claimed to have achieved the status of an independent contractor. After receiving Justice Huntley’s opinion, the specially concurring of Bakes, J., was received, and it is also deserving of some attention, either directly or indirectly. What I am able to make of what Bakes, J., writes is his bare allegation that “the decision of the Commission again fails to give the parties’ contract the consideration it warrants.” Just what consideration this particular “contract” warrants is what this case is all about, and was determined after a hearing and consideration of all the evidence and the “contract” itself. Justice Huntley photocopied a portion of the “contract,” paragraph 5 to be exact, and the signatures of the “Contractor” and the person executing the document for J.R. Sim-plot Company. Earlier I had contemplated displaying the entire document, and now do so by supplying a photocopy of the first page which provides the first four paragraphs — together with the attachment referred to in paragraphs 1 and 2. See Attachment A.
In applying Justice Bakes’ theory of giving the contract “the consideration it warrants,” surely Justice Bakes, as with myself, had to be concerned with paragraph 3 and its remarkable provisions — concerning which one would think comment to another trained legal mind would be wholly superfluous. But, nevertheless, one should take note that both Mr. Maldonado and the Sim-plot Company recognized “actual and potential risks and hazards involved at the work site” (which is wholly undefined or unexplained in the document), and then that Mr. Maldonado, because he is a contractor and not an employee, “accepts full responsibility therefore.”
*772But notwithstanding that, Simplot goes even further and extracts Mr. Maldonado’s agreement that he is obligated to indemnify, defend, and save harmless Simplot, but not just Simplot, but all of its agents, officers, affiliates, subsidiaries, and employees against any suits, actions, claims, demands, liens, losses, damage and expenses in connection with Mr. Maldonado’s activities hereunder (even including reasonable attorney’s fees), for or on the violation of any statute, ordinance or regulation, or for personal injury or death of any person(s) including but not limited to workmen, or damage of any nature to any property which may arise out of Maldonado’s work or operations. That is one heap of liability to impose on anyone. It reads well, and has all of the earmarks of two large corporate entities dealing with each other — one an independent contractor who is going to undertake the completion of a project for the other — such as the independent contractors which Justice Shepard mentioned at oral argument who take on state highway projects. Here, however, Mr. Maldonado is not a corporate entity, but a laborer possessed of certain skills learned in the potato industry.
This paragraph 5 language alone, absent anything else, is enough to raise a prima facie case that someone not too skilled in draftsmanship or learned in the law was asked to come up with an agreement that would give the appearance of creating an independent contractor and principal relationship out of what had been an employer-employee relationship. The Industrial Commission and the Department of Employment have seen such shams before, but probably not one as patent as paragraph 5 reveals this to be.
And, if one were to indulge in the fantasy that Mr. Maldonado did “intend” (to use the language of Justice Bakes) to become carte blanche indemnitor to and for Sim-plot, including all of its agents, officers, subsidiaries, and affiliates — just how Mr. Maldonado would take care of any personal injury judgments, for instance, is up for wild speculation. All that we do know is that — unlike a true agreement involving an independent contractor and an indemnity provision — here there is no requirement of Mr. Maldonado that he obtain a liability policy affording to Simplot, and whole host of et aVs, the actual financial protection which paragraph 5 requires of Mr. Maldonado. The entire proposition is so absurd that most interested readers will wonder why Justice Bakes has written separately to bolster the opinion authored by Justice Shepard.
But that is not all! There is more yet to be said on just a facial examination of the “contract.” There is paragraph 4 to consider in “giving the parties’ contract the consideration it warrants.” What does this paragraph do? It makes Mr. Maldonado responsible for paying himself and his one helper — which I do believe is gleanable from the sentence Mr. Maldonado “shall be solely and personally liable for all labor expenses-” That sentence is sandwiched in between the first and last sentences — both of which are alike in substance and amount to no more than disclaimers of any — perish the thought — relationship of employer-employee. Certainly paragraph 4, other than placing responsibility on Mr. Maldonado to pay himself (and his crew of one more) out of funds received from the Company is not one of the mutual convenants or considerations referred to in the preamble of the questioned document. And, there, together with paragraph 5 above discussed by Justice Huntley, is the “contract” by which Mr. Maldonado, the somewhat skilled farm worker, is said to have departed the ranks of the employed.
Paragraphs 1 and 2 have not been overlooked. The first only serves to reference to Attachment B and the second to Attachment C. Justice Huntley has dealt with the second. My efforts have been focused *773on the first, which, for openers, has the strange heading of “CORPORATE MAINTENANCE & TRUCKING” and concludes at the bottom of this single page with this rather strong caveat, one which implicitly suggests that it be followed, or out you go: “IT HAS COME TO OUR ATTENTION THAT SOME RULES REGARDING LOADING PROCEDURES ARE BEING BROKEN. IT IS IMPERATIVE THAT ALL RULES ARE FOLLOWED. NO EXCEPTIONS!!” Rules, of course, are for employees. Contractual provisions between principals and independent contractors seldom, if ever, come under the nomenclature of rules. All of which suggests rather strongly that, independent contractor or not, Mr. Maldonado was being told in twelve paragraphs exactly what to do and how to do it. Outside of the list of twelve rules, Mr. Maldonado was also told when to do it. It would seem that this degree of control alone might have ended all controversy.
But, if more is needed to divert the majority from what may be a prechosen course, it becomes interesting to look into the history of the transition from employee into that of independent contractor. In proceedings before the Commission, the only witnesses were those called by Sim-plot — two in number, one of whom was Mr. Jerry Davis, fleet manager for J.R. Simplot Company, Trucking Center. He had also testified at the last hearing in Department administrative proceedings before the appeals examiner, Mr. Pipkin.
Responsive to a question, he provided the following history of the transition:
In 1959, ’60, ’65, when they started storing potatoes, they used forking crews at that time; people used forks to load these. And they did it, at that time, so much per load. Okay. As modern things come, and on and on, they invents ed a loader and a piler, and things of that nature. Well, Simplot, in order to store the potatoes, also used the piler that was different. And so consequently, as time went on, and they did invent this loader that we’re talking about, or whatever, they already had the piler equipment and the tractor equipment. So I guess the loader equipment was just added to it and continued right on, really with the forking crews, taking over at that time, going into the contract loading. Tr., p. 26.
Although the specific question was not asked concerning the document promulgated by “CORPORATION MAINTENANCE & TRUCKING,” the impression to be gathered is that it did in fact govern employees in the early years, and was carried on into the contract which was intended to serve the purpose of converting the involved potato moving employees into independent contractors.
In a letter from Simplot’s corporate headquarters in Boise to the Department, under date of September 21, 1983, mention was made of Simplot’s trucking center in Caldwell, and the inference is clearly permissible that the rules which govern the loaders were promulgated there. That letter, Exhibit No. 11, reads as pertinent:
The Contract Loader Operators which are the subject of this concern coordinate their activities with J.R. Simplot Company’s Trucking Center located in Caldwell, Idaho and are paid by J.R. Simplot Company, Food Division, Caldwell, Idaho. Exhibit 11, p. 1.
The same letter establishes as well that Simplot unilaterally decided to make the conversion of some employees into independent contractors, and touches also on Sim-plot’s protection in case of third-party injury, or “contractor” industrial injury.
1. In 1973, Simplot purchased sufficient loaders, pilers and farm tractors which are the items of heavy equipment needed for this work. Initially the work was done by J.R. Simplot Company Caldwell employees, but due to prohibitive transportation and living costs necessarily incurred in conjunction with the work which is done in storage facilities often*774times far from home, and also due to the practical inability to supervise or control employees, Simplot decided to establish an independent contractor arrangement.
3. No bids are solicited. Instead, Simplot unilaterally publishes an itemization of the price that will be paid per truck load of potatoes loaded. The prices fluctuate depending on location of the particular storage facility.
In exchange for an agreed upon price per load, the Contract Loader Operators are required to load potatoes in semitrailers by using company owned heavy equipment and their own personal tools to maintain the equipment, to be at specified cellar locations, to coordinate the loading activities with the semi-trailers in accordance with Simplot’s scheduling, and to generally manage the storage locations during the loading. Exhibit No. 11, pp. 2-3.
Presumably the Contract Loader Operator would carry liability insurance covering his activities on the job site. Sim-plot does maintain extensive liability insurance which would protect Simplot to the extent of Simplot’s exposure resulting from activities engaged in by anyone, including independent contractors; however, there is no specific coverage insuring the Contract Loader Operators. Sim-plot’s insurance would also provide protection in the event of any injury to person or property of any third party, including Contractor Loader Operators, legally caused by Simplot. Exhibit No. 11, p. 5.
3. ... Presumably the Contract Loader Operator would maintain his own liability health, accident and/or worker’s compensation insurance, but Simplot is not privy to this information. As protection in the event of a Contract Loader Operator’s failure to provide worker’s compensation coverage, Simplot maintains a worker’s compensation policy covering Simplot’s exposure on all of its independent contracts, including those that involve Contract Loader Operators. Exhibit No. 11, p. 7.
ATTACH? 1ENT A
INDEPENDENT CONTRACTOR AGRBEMENT-HOGGERS
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WITNESSETH
In consideration of the mutual covenants and considerations hereinafter set forth, the parties hereto agree as follows:
1. Contractor shall perform certain services for Simplot, as follows:
SEE ATTACHED
2. In consideration for the performance of said services, Simplot shall pay contractor at the following rate, within 15 days of its receipt of monthly invoices itemizing said services:
SEE ATTACHED
*7753. Contractor acknowledges and agrées that it has been fully advised by Simplot as to all actual and potential risks and hazards involved at the work site, that contractor fully understands the same and accepts full responsibility therefor. Contractor shall indemnify, defend and save Simplot, its agents, officers, affiliates, subsidiaries, and employees, harmless against any suits, actions, claims, demands, liens, losses, damage and expenses in connection with contractor's ‘activities hereunder, including reasonable attorney's fees, for or on the violation of any statute, ordinance or regulation, or for personal injury or death of any person or persons, including, but not limited to workmen, or damage of any nature to any property which may arise out of the work or operations carried out by the contractor in conjuction with his agreement.
4. Contractor shall perform the contract as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Contractor shall be solely and personally liable for all labor expenses, obligations and other expenses in conduction with said contract. Nothing contained herein shall be construed to create -an employer/employee relationship between Simplot and contractor or any employee or agent of the contractor.
ATTACH?ÍK IT B
COkrORATE MAINTENANCE & TRUCKING CALDWELL, IDAHO
PROCEDURES FOR POTATO LOADING CREWS:
1. There will be two people in cellar at all times, one to run the hog and the other to clean up cellar and maintain equipment. The crew shall be at the cellar 30 minutes prior to loading time; to set up equipment and be ready to go by loading time.
2. Dirt will be continually cleaned up under draper chain, either manually or with tractor, so it never builds up i-nto the chain.
3. Crew will see that no trucks run over any electrical cords at any time.
4. Machinery will be properly greased and oiled at all times.
5. Crew will help truck drivers back into cellars; a flashlight will be used for visability.
6. There will be no loading over the side of trucks. The boom will be in back of the truck as low as possible and tail boards will be removed.
7. No children will be allowed in loading area, including those of truck drivers. No animals allowed in cellars.
8. Belly-dump trucks should be loaded with turned-down nose oilers only.
9. Belly-dump trucks chat hove to be loaded over the side will be positioned so that the loading is started in the corner of the trailer, to allow the boon as low in the truck as possible.
10. Potatoes will be cleaned,up around the piler and hog at all times. It is the responsibility of the truck driver to see that all potatoes spilled by him, are picked up.
11. At crew change, all equipment will be cleaned and greased and c.ellar cleaned. The crew leaving will inform new crew of any equipment problems or foreseeable problems.
*77612. Permission must be obtained before hooking up private travel trailers to lights or water at the cellars. Get permission from Simplot representative or owner of the cellar. At No time shall trailers or vehicles be parked in cellars.
IT HAS COME TO OUR ATTENTION THAT SOME RULES REGARDING LOADING PROCEDURES ARE BEING BROKEN. IT IS IMPERATIVE THAT ALL RULES ARE FOLLOWED. NO EXCEPTIONS!! .-
ATTACHMENT C
10 WHEELERS SEMI'S SEMI'S 24 12 or More 11 or Less
0-25 MILES $ 8.00 $14.00 $15.00
25 - 45 MILES $ 9.00 $15.00 $16.00
45 - 60 MILES $10.00 $16.00 $17.00
60 - 80 MILES $11.00 $18.00 $20.00
Over 80 MILES $20.00 $22.00