Summary 2007 WY 171

Summary of Decision issued October 31, 2007

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Summaries are prepared by Law Librarians and are not official statements of the Wyoming Supreme Court.

Case Name: Fox, d/b/a Fibertection Corp. v. Wheeler Electric, Inc.

Citation: 2007 WY 171

Docket Number: S-07-0058

Appeal from the District Court of Teton County, the Honorable Nancy J. Guthrie, Judge

Representing Appellant (Plaintiff/Counter-Defendant): Kenneth S. Cohen, Cohen Law Office, PC, Jackson, Wyoming.

Representing Appellee (Defendant/Counter-Claimant): Michael Dean Gaffney, Beard, St. Clair, Gaffney, PA, Idaho Falls, Idaho.

Issues: Whether the district court erred in concluding that the parties’ contract required equipment from one particular manufacturer when the contract specifications provided that other manufacturers’ equipment would be accepted and the equipment was conforming. Whether the district court erred in imposing procedural requirements contained in a Request for Proposal when the district court did not find the RFP to be part of the parties’ agreement. Whether the district court erred in excluding the Customer Application and Agreement for Credit as part of the parties’ contract merely on the basis that it was remote in time, when the parties’ credit relationship was ongoing and had not expired. Whether the district court erred in not applying Article 2 of the UCC to the parties’ contract for supplying, testing and certifying fire alarm equipment.

Facts/Discussion: This is an appeal from the trial court’s judgment that Rod Fox and Fibertection had breached a contract with Wheeler Electric, Inc. to supply fire alarm equipment. Fibertection contended that its contract with Wheeler allowed it to provide either Digitize equipment or equipment from another manufacturer if it met the technical requirements for the project. Wheeler contended otherwise. The trial court agreed with Wheeler and ruled that Fibertection had breached the contract. As damages, it awarded Wheeler the difference between Fibertection’s bid price and the higher price Wheeler paid the competitor for the Digitize equipment.
Standard of Review: Following a bench trial, the Court reviews the trial court’s findings of fact for clear error and its conclusions of law de novo. The trial court’s primary focus was on determining the intent of the parties to the contract.
Digitize Equipment: The Court’s review confirmed that the trial court’s conclusion accurately reflected the reasonable and plain meaning of the contract language. In the contract, there were provisions that plainly provided that equipment from a manufacturer other than Digitize was subject to Bechtel’s approval. If it did not approve of alternative equipment, then Digitize equipment was required. The language made it plain that the choice to approve or reject belonged to Bechtel.
Requirements from the Request for Proposal: The RFP that Bechtel gave to Wheeler did not become part of the contract between Fibertection and Wheeler. Fibertection contends that the trial court erred by imposing some of the procedural requirements of the RFP on Fibertection even though it wasn’t part of the contract. All parties agreed that the RFP required Wheeler to submit a proposal to substitute another brand of equipment at the time it submitted its proposal to Bechtel. There was also language in the Construction Specifications that required alternative equipment be specifically identified in the proposal. The Construction Specifications was a part of the contract between Fibertection and Wheeler. It was that language the trial court enforced against Fibertection.
Customer Application and Agreement for Credit: Four years before entering into the contract at issue, Fibertection and Wheeler executed a Customer Application and Agreement for Credit. The trial court held that this was not part of the contract. The Court stated the Agreement contained no provisions with any impact on the issues raised by Fibertection in the appeal.
Uniform Commercial Code: Fibertection cited Article 2 of the UCC for the proposition that goods conform to the contract when they are in accordance with the obligations under the contract. The Court stated the Keltron equipment did not conform because it was not in accordance with Fibertection’s obligations under the contract to provide Digitize equipment or obtain approval to substitute Keltron equipment. Wyoming law provides that parties’ course of dealings in prior transactions may supplement or qualify terms of an agreement. But, the statute also provides that when express terms and applicable course of dealing are inconsistent, the express terms control.
The Court rejected the claim that the trial court committed error when it did not cite or rely on the UCC. The trial court’s judgment did cite the UCC and Fibertection did not demonstrate that the trial court’s conclusions were inconsistent with the provisions of the UCC or were erroneous in any other way.
The Court denied Wheeler’s request for an award of attorney’s fees because though Fibertection’s arguments lacked merit, they were not sufficiently frivolous or lacking in cogence to justify such an award.

Holding: Giving the contract language its reasonable and plain meaning, the Court agreed with the trial court’s conclusion that the contract obligated Fibertection to supply Digitize equipment. The trial court applied the language from the Construction Specifications not the RFP. The Consumer Application and Agreement for Credit was not part of the contract. The trial court appropriately enforced the express terms and conditions of the contract.

Affirmed.

J. Burke delivered the opinion.

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