Summary 2014 WY 4

Summary of Decision January 14, 2014

Justice Hill delivered the opinion for the Court. Affirmed.

Case Name: CURTIS F. SYMONS v. WAYNE R. HEATON and TIMOTHY S. TARVER, Co Administrators of the Estate of Gary L. Plachek

Docket Number: S-13-0082

URL: http://www.courts.state.wy.us/Opinions.aspx

Appeal from the District Court of Sheridan County the Honorable Robert E. Skar, Judge

Representing Appellant: H. W. Rasmussen, Sheridan, WY.

Representing Appellee: Timothy S. Tarver, Sheridan, WY.

Date of Decision: January 14, 2014

Facts: After Gary Plachek died intestate, leaving an estate worth approximately $300,000.00, his friend and caretaker Appellant Curtis Symons (Symons) filed a claim against the estate in the amount of $259,200.00. Symons sought compensation for the care and services that he provided to Plachek during the last nine years of Plachek’s life. After the co-administrators denied Symons’ claim, Symons brought an action against them. The district court disposed of the action upon a motion for summary judgment by the estate, and this appeal followed.

Issues: Symons states his issues as follows: The trial court erred in granting summary judgment on Symons’ claim based on an implied-in-fact contract. The trial court erred in granting summary judgment on Symons’ implied-in-law contract claims.

Holdings: We affirm the district court’s order finding no question of material fact existed and that Symons failed as a matter of law on his claims for implied-in-fact contract, promissory estoppel and unjust enrichment.

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

[SPECIAL NOTE: This opinion uses the "Universal Citation." It was given an "official" citation when it was issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. You will also note when you look at the opinion that all of the paragraphs are numbered. When you need to provide a pinpoint citation to a quote the universal portion of the citation will use that paragraph number. The pinpoint citation in the P.3d portion will need to have the reporter page number. If you need assistance in putting together a citation from this, or any future opinion using the Universal Citation form, please contact the Wyoming State Law Library and we will provide any needed assistance]

Summary 2012 WY 148

Summary of Decision November 21, 2012


Justice Hill delivered the opinion for the Court. Reversed in part. Affirmed in part.

Case Name: ROLLY REDLAND, KENDRICK REDLAND, and TERESA SHELTON, individually and as Beneficiaries of the Robert and Irene Redland Family Trust, Dated August 10, 1989 v. ROBERT REDLAND, Individually, ROBERT REDLAND, as Trustee of the Robert and Irene Redland Family Trust, Dated August 10, 1989, LISA KIMSEY and MIKE KIMSEY and ROBERT REDLAND, as Trustee of the Robert Redland Revocable Trust, dated October 30, 2002, and as Successor Trustee of the Irene Redland Revocable Trust, dated October 30, 2002.

ROBERT REDLAND v. ROLLY REDLAND, KENDRICK REDLAND, ROALENE McCARTHY, and TERESA SHELTON, individually and as Beneficiaries of the Robert and Irene Redland Family Trust, Dated August 10, 1989 and SHARON REDLAND.

ROALENE McCARTHY v. ROBERT REDLAND, Individually, ROBERT REDLAND, as Trustee of the Robert and Irene Redland Family Trust, Dated August 10, 1989, LISA KIMSEY and MIKE KIMSEY.

Docket Number: S-12-0010, S-12-0011, S-12-0012

URL: http://www.courts.state.wy.us/Opinions.aspx

Appeal from the District Court of Big Horn County, Honorable W. Thomas Sullins, Judge.

Representing Appellants/Appellees Rolly, Kendrick, Sharon and Debbie Redland and Teresa Shelton: S. Joseph Darrah of Darrah Law Office, P.C., Powell, WY.

Representing Appellees/Appellants Robert Redland and Roalene McCarthy: J. Kenneth Barbe II of Welborn Sullivan Meck & Tooley, P.C., Casper, WY; Ronald P. Jurovich, Thermopolis, WY; and Steve C.M. Aron of Aron and Hennig, LLP, Laramie, WY.

No appearance entered for Appellees Lisa and Mike Kimsey in S-12-0010 and S-12-0012.

No appearance entered for Appellees Roalene McCarthy and Teresa Shelton in S-12-011.

Date of Decision: November 21, 2012

Facts: These consolidated appeals stem from the Redland family’s dispute over ranch property and operations. Appeals numbered S-12-0010 and S-12-0012 relate to real property that some of the Redland children claim their father, Robert Redland, agreed to place in a family trust. The district court granted Robert Redland partial summary judgment, holding that the claims were barred by the statute of limitations and by the statute of frauds, and the Redland Children appealed that summary judgment order.

Following the entry of partial summary judgment, a bench trial was held on the remaining issues. Among the issues tried were claims for unjust enrichment by the two Redland sons, Rolly Redland and Kendrick Redland, against Robert Redland for improvements that they had made to the disputed trust properties. The trial court ruled against Robert Redland on the unjust enrichment claims and awarded damages to both Rolly and Kendrick Redland. The trial court also ruled against Robert Redland on his counterclaim against Kendrick Redland, and his wife, Sharon, for a partnership interest in Kendrick and Sharon Redland’s Angus cattle operation. In Appeal No. S-12-0011, the father appealed the trial court’s rulings on the unjust enrichment and partnership claims.

Issues: Appeals S-12-0010 and S-12-0012 are both appeals from the district court’s order granting partial summary judgment. In S-12-0010, which was filed by three of the Redland children, Rolly Redland, Kendrick Redland and Teresa Redland Shelton, the following issues are presented for this Court’s review:

1. Whether the District Court erred when it determined the [S]tatute of Frauds barred Appellants’ claims for declaratory judgment, recovery of real property, estoppel and specific performance after Appellants had fully performed the agreement?

2. Whether the District Court erred when it determined that the applicable statute of limitations barred Appellants’ claims for declaratory judgment, recovery of real property, estoppel and specific performance when there was no evidence that Appellants knew or should have known that the Agreement was breached before the limitations period expired?

In Appeal S-12-0012, Roalene Redland McCarthy, in a separately filed appeal from the summary judgment ruling, states the issues differently but presents essentially the same questions for our review:

ISSUE I: For purposes of the Statute of Limitations, when did the cause of action for specific performance accrue?

ISSUE II: Whether full performance by the Appellant of a Trust Agreement presented a genuine issue of material fact that precluded entry of summary judgment on the basis of the Statue of Frauds.

ISSUE III: Did the discovery of a breach present a genuine issue of material fact that precluded entry of summary judgment for filing outside the Statute of Limitations?

ISSUE IV: Where one of seven parties to a Trust Agreement breached the contract, was it error in applying the “discovery rule” for the District Court to impute to Appellant what that court apparently concluded was either known or should have been known by others of the non-breaching contracting parties?

In Appeal S-12-0011, Robert Redland appeals the district court’s rulings following a bench trial and presents the following issues on appeal:

A. Issues Related to Unjust Enrichment

1. Did the trial court err when it found that Rolly Redland and Kendrick Redland had proven the elements of unjust enrichment?

2. If Rolly Redland and Kendrick Redland proved the elements of unjust enrichment, did the trial court err in the amount of the damages awarded?

B. Issues Related to Redland Angus

1. Did the Court err when it admitted Plaintiff’s Exhibit 105 redacting Plaintiff's sticky note which said “part of bull sale[?]”

2. Did the Court err when it found that Robert Redland is not and was not a partner in Redland Angus?

Holdings: Disputed issues of material fact precluded summary judgment on the questions of whether the Redland Children’s property claims were barred by the statute of limitations or the statute of frauds, and the Court therefore reversed the grant of summary judgment and remanded for a trial on those claims. The Court found no clear error or abuse of discretion in the district court’s rulings on the unjust enrichment claims and Redland Angus partnership claims, and affirmed those rulings.

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

[SPECIAL NOTE: This opinion uses the "Universal Citation." It was given an "official" citation when it was issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. You will also note when you look at the opinion that all of the paragraphs are numbered. When you need to provide a pinpoint citation to a quote the universal portion of the citation will use that paragraph number. The pinpoint citation in the P.3d portion will need to have the reporter page number. If you need assistance in putting together a citation from this, or any future opinion using the Universal Citation form, please contact the Wyoming State Law Library and we will provide any needed assistance]

Summary 2012 WY 7

Summary of Decision January 18, 2012

[SPECIAL NOTE:  This opinion uses the "Universal Citation."  It was given an "official" citation when it is issued.  You should use this citation whenever you cite the opinion, with a P.3d parallel citation.  You will also note when you look at the opinion that all of the paragraphs are numbered.  When you need to provide a pinpoint citation to a quote the universal portion of the citation will use that paragraph number.  The pinpoint citation in the P.3d portion will need to have the reporter page number. If you need assistance in putting together a citation from this, or any future opinion using the Universal Citation form, please contact the Wyoming State Law Library and we will provide any needed assistance] 

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

Case Name:  Schlinger v. McGhee

Citation:  2012 WY 7

Docket Number:  S-10-0185

URL:  http://wyomcases.courts.state.wy.us/applications/oscn/DeliverDocument.asp?CiteID=465027

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

Representing Appellants (Defendants):  Scott P. Klosterman and Patrick J. Murphy of Williams, Porter, Day & Neville, P.C., Casper, Wyoming.  Argument by Mr. Klosterman.

Representing Appellees (Plaintiffs):  J. Denny Moffett of Moffett & Associates, PC, Jackson, Wyoming; and Heather Noble, Jackson, Wyoming.  Argument by Ms. Noble.

Date of Decision: January 18, 2012

Facts:  Appellant, acting as President of his construction company, entered into an oral agreement to lease his business and all associated equipment and land to the appellees.  Appellees formed an LLC as the entity to lease and operate the business. After approximately eight months, Appellant determined the appellees were not properly managing the business and terminated the oral lease agreement.  The parties dispute the financial implications of the termination.  After a bench trial, the district court determined Appellants owed Appellees and their LLC $206,875.70. 

Issues:  I) Whether the district court erred when it found, based on incomplete and unreliable bookkeeping spreadsheets, that Appellants owed Appellees $206,875.70;  A)  Whether the district court erred in its judicial accounting when it failed to credit Appellants with $312,319.12 of business expenses Appellants paid for Appellees in March, April and May 2004 B) Whether the district court further erred when it accepted the bookkeeper’s unreliable and incomplete “tie out ending balance” number of $206,875.70 as its judicial accounting award;  II) Whether the district court erred when it awarded pre-judgment interest to Appellees where the underlying debt was unliquidated and Appellees provided no notice of that required sum to Appellants; III) Whether the district court abused its discretion when it denied Appellants’ unjust enrichment claims; A) Whether the district court incorrectly rejected Appellants’ $10,800 claim for reimbursement for Appellant’s individual time and help in running the business from March – August, 2004; B) Whether the district court incorrectly rejected Appellees’ $48,000 claim for reimbursement for bonding two projects for Appellants; C) Whether the district court erred when it rejected Appellees’ $26,475 claim for reimbursement of one-half of the salary and bonus paid to an employee; and lastly, IV) Whether the district court’s judgment for $206,875.70 for Appellees should be reversed, and judgment entered for Appellants in the amount of $190,718.42.

Holdings:  The Court affirmed in part and reversed in part. 

As to issues I and II, the Court concluded the district court made a mistake in awarding damages based on speculative and inaccurate accounting that lacked reasonable certainty.  The testimony of both employed accountants indicated likely gaps in the accounting that led to the ending balance.  The judgment in favor of the appellees on this claim was reversed, rendering issue II moot.

As to the unjust enrichment claims (issues III), the Court found that Appellants had the burden of presenting sufficient credible evidence to support a judicial determination in their favor, and they did not do so. No evidence was presented as to the salaried employee’s involvement with any particular project, and there was also no evidence as to the profit margin on any particular project.  The judgment on this claim was affirmed.

As to issue IV, The Court found Appellants conclusion was based on the arguments they made under Issues I and III regarding their contract and unjust enrichment claims. Given the Court rejected those arguments, the Court did not choose to further address this issue.

  

In conclusion, the Court reversed the district court’s judgment on the appellees’ breach of contract claim and rejected Appellants’ argument that they should be awarded breach of contract damages.  The district court judgment on the unjust enrichment claims was affirmed.

   

J. Golden delivered the opinion for the court.

Summary 2011 WY 97

Summary of Decision June 23, 2011

[SPECIAL NOTE:  This opinion uses the "Universal Citation."  It was given an "official" citation when it is issued.  You should use this citation whenever you cite the opinion, with a P.3d parallel citation.  You will also note when you look at the opinion that all of the paragraphs are numbered.  When you need to provide a pinpoint citation to a quote the universal portion of the citation will use that paragraph number.  The pinpoint citation in the P.3d portion will need to have the reporter page number. If you need assistance in putting together a citation from this, or any future opinion using the Universal Citation form, please contact the Wyoming State Law Library and we will provide any needed assistance] 

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

Case Name: Hunter v. Reece

Citation:  2011 WY 97

Docket Number: S-10-0195

URL: http://wyomcases.courts.state.wy.us/applications/oscn/DeliverDocument.asp?CiteID=463286

Appeal from the District Court of Sheridan County, the Honorable John G. Fenn, Judge.

Representing Appellant (Defendant): Jeffrey J. Gonda and Amanda K. Roberts, Lonabaugh & Riggs, LLP, Sheridan, Wyoming.  Argument by Ms. Roberts.

Representing Appellee (Plaintiff): Vincent Schutte, Kinnaird Law Office, PC, Sheridan, Wyoming.

Date of Decision: June 23, 2011

Facts: Appellants owned and operated a construction business in Sheridan County, Wyoming.  In the fall of 2006, Appellee was doing renovation work at the home of Appellants.  He noticed Appellant watching a television program about “flipping” houses.  According to trial testimony from both parties, flipping a house generally involves purchasing a house that needs improvements, making those improvements, and selling the house, usually in a relatively short period of time, and preferably for a profit.  Appellee and Appellant both commented that they would be interested in flipping a house.

After further discussions among the Appellees and Appellants, the two couples agreed to flip a house located in Sheridan.  Later, they all met to put their agreement in writing, with Appellants typing up the document.  The contract was signed by the parties, and dated October 28, 2006.  Work on the project began in November of 2006.  At the end of January 2007, an arsonist set fire to the house, causing substantial damage. The parties then entered into a new “Fire Contract” in which they agreed to use the insurance proceeds to restore the house to the condition it was in before the fire. The parties further agreed that once the house was restored, they would revert back to their original agreement.   In August of 2007, the parties agreed that the house had been restored, and that the original agreement was again in effect. In October of 2007, the Appellants became dissatisfied with the slow progress on the project, and with what they perceived as the poor quality of some of Appellee’s work.  They confronted Appellee about their dissatisfactions, an argument ensued, and the Appellants eventually told Appellees to stop working on the project. 

On April 8, 2008, the Appellees filed suit against the Appellants.  The two-page complaint sought a declaratory judgment that the contract quoted above “is a valid and enforceable agreement,” and alleged that the Appellees were entitled to “receive 50% or ½ of net profit after payment of cost of renovation and purchase price.”  The Appellants answered, admitting the existence and validity of the contract, but generally denying the other allegations.  The Appellants also pleaded counterclaims, including breach of contract by the Appellees.

The parties engaged in discovery and other trial preparations until, on August 27, 2009, the Appellees moved the district court to order mediation of the dispute.  Mediation was ordered, but was apparently unsuccessful, because on September 29, 2009, the district court set a trial date in the matter.  Prior to trial, the parties stipulated to the existence and validity of their contract, although each asserted a different interpretation of that contract.  The Appellees contended that they were entitled to payment for their labor on the project, in addition to one half of the profits.  The Appellants contended that the Appellees were entitled only to one half of the profits, because the agreement did not provide that Appelles would be paid for labor. 

A two-day bench trial commenced on March 3, 2010.  At the close of trial, the district court announced judgment that the parties’ contract was not valid because there had been no meeting of the minds regarding an essential term of the agreement, that being whether Appellees were to be paid for their work on the project in addition to receiving one half of the profits.  The district court then invoked the theory of unjust enrichment to award all of the profits to Appellees, an amount the district court calculated as $21,989.07.  A written judgment embodying the district court’s decision was entered on March 26, 2010.

On April 8, 2010, the Appellants filed a motion for new trial or, in the alternative, to amend the judgment, asserting generally that the parties had stipulated to the validity of their contract, that it was improper to apply a theory of unjust enrichment when a valid contract existed, and that unjust enrichment had never been pleaded by the Appellees.  A hearing was held, and the district court entered an order denying the motion on July 2, 2010.  The Appellants appealed both the judgment and the district court’s denial of their motion for new trial or amended judgment.

Issues:  The Appellants present three issues: Whether the district court erred by disregarding the parties’ stipulation that a valid and enforceable contract existed and by raising a claim of unjust enrichment sua sponte.  Whether the district court erred in finding that Appellees proved the elements of unjust enrichment. Whether the district court erred in denying Appellants’ Rule 59 motion for new trial and alternative motion to amend the judgment.

Holdings: “Whether a contract has been entered into depends on the intent of the parties and is a question of fact.”  Throughout the litigation, the parties disagreed about the interpretation of their contract, but consistently agreed that they had entered into a contract.  The district court never reached a decision on the claim that the Appellees had breached the agreement, instead finding that no contract existed and awarding damages to the Appellees on an unjust enrichment theory.  It is up to the district court, in the first instance, to consider the conflicting evidence and decide whether the Appellees breached the contract, and if so, what damages were caused by the breach.  The Court returned this case to the district court to determine damages. Reversed and remanded for such additional proceedings as may be needed in accordance with this decision.

Justice Burke delivered the opinion for the court. 

Summary 20009 WY 75

Summary of Decision issued June 8, 2009

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

Case Name: Wagner v. Reuter

Citation: 2009 WY 75

Docket Number: S-08-0142

Appeal from the District Court of Washakie County, the Honorable Gary P. Hartman, Judge.

Representing Appellant Wagner: David M. Clark of Worrall & Greear, PC, Worland, Wyoming.

Representing Appellee Reuter: Mary Helen Reed of McCarty, Reed and Earhart, LC, Cody, Wyoming.

Facts/Discussion: Wagner sued the Reuters to recover the value of field work allegedly performed on a farm purchased by the Reuters, asserting claims of breach of contract, promissory estoppel, and unjust enrichment and to recover damages for the Reuters’ alleged conversion of irrigation tubes owned by Wagner.

Field work: The Court agreed that the promissory estoppel and unjust enrichment claims were precluded by the existence of an enforceable contract. By the contractual language, the Reuters obligated themselves to pay for the completed field work. The amount due was to be settled outside the contract. It was irrefutable the provision was breached. The district court erred in its determination that the contract was not breached. The issue of damages was still pending.
Irrigation tubes: Wagner did not meet all five of the elements necessary to establish a claim for conversion. He left the irrigation tubes in question on the farm after the contractual deadline for removal. Later the Reuters used some of them thinking Wagner no longer wanted them. When contacted by Wagner, the Reuters immediately surrendered the tubes on his demand.
Award of costs: Having determined that summary judgment on the breach of contract claim was improper, the Court concluded that no basis existed for an award of costs to the Reuters.

Conclusion: The Court affirmed the grant of summary judgment on the claims of promissory estoppel, unjust enrichment and conversion. It reversed the grant of summary judgment on Wagner’s breach of contract claim and remanded for further proceedings on the claim. Because the case was remanded, the award of costs was vacated.

Affirmed in part, reversed in part, remanded.

J. Golden delivered the decision.

Link: http://tinyurl.com/nfee4m .

[SPECIAL NOTE: This opinion uses the "Universal Citation." It was given an "official" citation when it was issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. Please note when you look at the opinion that all of the paragraphs are numbered. When you pinpoint cite to a quote, you should cite to this paragraph number rather than to any page number. If you need assistance in putting together a citation using the Universal Citation form, please contact the Wyoming State Law Library.]

Summary 2008 WY 18

Summary of Decision issued February 21, 2008

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

Case Name: Three Way, Inc. v. Burton Enterprises, Inc.; Burton Enterprises, Inc. v. Three Way, Inc.

Citation: 2008 WY 18

Docket Number: S-07-0139; S-07-0140

Appeal from the District Court of Johnson County, the Honorable Dan R. Price, III, Judge

Representing Three Way, Inc.: Christopher M. Wages and Greg L. Goddard of Goddard, Wages & Vogel, Buffalo, Wyoming.

Representing Burton Enterprises, Inc.: Mark W. Gifford of Casper, Wyoming.

Facts/Discussion: After a jury trial on some issues and a bench trial on other issues the district court ordered specific performance of a contract for the construction of certain water and sewer mains. After the jury found that Burton breached the contract, the district court found the contract to be unambiguous and ordered specific performance, rather than money damages. Three Way appealed that decision. Burton then cross-appealed alleging that the jury had been improperly instructed and that the district court had erred in an evidentiary ruling.

Three Way’s non-compliance with W.R.A.P. 7.01(e)(2): Three Ways’ brief lacked precision in its citation to the record, but the Court did not summarily affirm because they could readily discern the relevant facts from the record.
Three Way’s motion for leave to amend its complaint: The district court denied Three Ways’ motion for leave to amend its complaint filed thirteen months after the original complaint was filed and seven weeks before trial. The district court denied it as untimely. The record contained no facts from which the Court could determine abuse of discretion.
Burton’s motion in limine: A motion in limine is left to the sound discretion of the district court. The motion hearing was not reported and nothing in the record gave the reasons for the court’s rulings. The Court concluded that the district court did not abuse its discretion in denying Three Way’s motion for leave to amend its complaint. Consequently, the only trial issues were breach of contract and unjust enrichment. The evidence was not relevant to those issues so the district court did not abuse its discretion in granting Burton’s motion in limine in that regard.
Three Way’s motion to affirm jury’s verdict: The Court agreed with Burton that the motion to affirm the jury’s verdict was based on numerous Wyoming cases that did not control the result in the present case. The issue was a plea for the district court to apply the doctrine of unjust enrichment rather than to enforce the contract. The evidence revealed a fully integrated unambiguous contract and that is what the district court rightly enforced.
Jury instructions as to Three Way’s duty of workmanship: Even if the proposed instruction was a correct statement of the law under the facts of the case, the Court had to determine whether Burton was prejudiced by the district court’s refusal to give it. The Court concluded that Burton had not met its burden of proving that prejudice resulted. The testimony suggested that the groundwater problem in the entire area was a patent defect not some latent defect discovered upon beginning the project.
Three Ways’ claimed money damages: Burton’s argument is that evidence of money amounts that Three Way had not been paid for work it performed prejudiced the jury against Burton and resulted in the jury’s conclusion that Burton rather than Three Way breached the contract. The Court concluded that Burton had not proven such prejudice. In the context of all the evidence, it was reasonable to conclude that the jury’s decision as to breach was not swayed by the monetary evidence.

Holding: The district court correctly resolved the case by relying upon the written contract of the parties as proven at trial. The district court did not abuse its discretion in considering the equitable option of unjust enrichment until such time as the evidence convinced it otherwise. None of the questioned rulings by the district court evinced an abuse of discretion or were contrary to law.

Affirmed.

C.J. Voigt delivered the decision.

Link: http://tinyurl.com/34acwu .

[SPECIAL NOTE: This opinion uses the "Universal Citation." It was given an "official" citation when it was issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. Please note when you look at the opinion that all of the paragraphs are numbered. When you pinpoint cite to a quote, you should cite to this paragraph number rather than to any page number. If you need assistance in putting together a citation using the Universal Citation form, please contact the Wyoming State Law Library.]

Summary 2007 WY 185

Summary of Decision issued November 16, 2007

[SPECIAL NOTE: This opinion uses "Universal Citation" and was given an "official" citation when issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. You will note that all of the paragraphs are numbered. When you need to provide a pinpoint citation, the universal portion of the citation will use that paragraph number. The pinpoint citation in the P.3d portion should include the reporter page number. If you need assistance, please contact the Wyoming State Law Library.]

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

Case Name: Baker v. Ayres and Baker Pole and Post, Inc.

Citation: 2007 WY 185

Docket Number: 06-260

Appeal from the District Court of Uinta County, the Honorable Denis L. Sanderson, Judge

Representing Appellant (Plaintiff): Clark D. Stith, Rock Springs, Wyoming.

Representing Appellees (Defendants): Ford T. Bussart, Rock Springs, Wyoming.

Issues: Whether the district court erred by invoking promissory estoppel to defeat enforcement of a contract based upon pre-contract formation events. Whether the district court erred in imposing a constructive trust.

Facts/Discussion: This was a dispute over the proceeds of an insurance policy on the life of the late Alvin Baker. His widow, Appellant, contended that the district court misapplied claims of promissory estoppel and constructive trust when it awarded the insurance proceeds to Appellees.
Standard of Review: In reviewing a judgment in which the trial court has set forth findings of fact and conclusions of law, the Court reviews the conclusions of law de novo. The Court reviews findings of fact for clear error.
Promissory Estoppel: The trial court’s findings regarding Mr. Baker’s agreements prior to the 1993 Stock Purchase Agreement do not support the promissory estoppel claim asserted by the Appellees, and there is no evidence of any subsequent agreement. Having failed to establish the existence of a clear and definitive agreement, the first element of promissory estoppel, Appellees did not sustain that claim.
Constructive Trust: A constructive trust is an equitable remedy imposed to compel a person who unfairly holds a property interest to hold that property in trust for the person for whom, in equity and good conscience, it should be held. Unjust enrichment occurs when a party receives something of value without payment, which was accepted and used so as to unjustly enrich the recipient of the goods or services. To determine whether Appellant was unjustly enriched, the Court stated it was necessary to determine who paid the insurance premiums. The Court reviewed the record of the trial court regarding the payment of the insurance premiums. They were paid by Mr. Baker and not the Company therefore Appellant did not receive something of value without paying for it and was not unjustly enriched. Having failed to prove unjust enrichment, Appellees could not sustain their constructive trust claim.
The Court also questioned whether the equities in the case favored any of the parties. Neither Mr. Baker nor Mr. Ayres transferred their life insurance policy to the Company, or named the Company as beneficiary. It was not readily apparent that equity should enforce an obligation against the Bakers that the Ayres also failed to meet.
Remaining Issues: The Court stated it was unnecessary to resolve the evidentiary issues raised by Appellant because the evidence did not support the claims of the Appellees. The findings also failed to support claims of promissory estoppel and constructive trust.
Ms. Baker requested the trial court reinstate its previous judgment in favor of her. The record suggests it was not vacated or otherwise disturbed. The Court stated the trial court was in a better position to make that determination and may do so on remand. The Court also left the question of attorney’s fees for Appellant to the trial court.

Holding: The trial court’s findings regarding agreements made prior to the Stock Purchase Agreement did not support the promissory estopppel claim. Appellees failed to prove unjust enrichment so their claim of constructive trust failed. The Court reversed the judgment in favor of the Company and the Ayres and remanded to the trial court for entry of judgment in favor of Ms. Baker and for additional proceedings as may be needed to resolve the dispute.

Reversed and remanded.

J. Burke delivered the opinion.

J. Kite dissenting: The Justice did not agree that the district court’s findings failed to support the promissory estoppel claim. She would have held that a promissory estoppel claim based upon a prior agreement between two partners comprising a partnership was cognizable despite a later agreement between the soon to be shareholders to incorporate the partnership.
She stated the present case involved two agreements – the first between two partners in which they agreed to purchase insurance naming the partnership as beneficiary and the second between four corporate stockholders in which they agreed the corporation would procure insurance proceeds of which would be used to fund the buy/sell provision of the stock purchase agreement. She would hold that the existence of the 1993 stock purchase agreement did not extinguish a promissory estoppel claim based on the prior partnership agreement.
The Justice also disagreed with the majority’s conclusion that the district court erred in imposing a constructive trust. In her view, Ms. Baker received something of value without payment and was unjustly enriched when she received both the insurance proceeds and the payment for the value of the Baker’s corporate shares.

Link: http://tinyurl.com/34ooek .