Ahrenholtz v. LARAMIE ECONOMIC DEVELOPMENT

• Citation: 79 P.3d 511,2003 WY 149
• Decision Date: 19 November 2003
• Docket Number: No. 02-165.,02-165.
• Parties: John D. AHRENHOLTZ and Pam D. Ahrenholtz; Ahrenholtz Masonry, Inc.; and Point North LLC, Appellants (Plaintiffs), v. LARAMIE ECONOMIC DEVELOPMENT CORPORATION, a Wyoming non-profit corporation; Robert J. "Joel" Coffey; and Robert Boysen, Appellees (Defendants).
• Court: United States State Supreme Court of Wyoming

79 P.3d 511

2003 WY 149

John D. AHRENHOLTZ and Pam D. Ahrenholtz; Ahrenholtz Masonry, Inc.; and Point North LLC, Appellants (Plaintiffs), v. LARAMIE ECONOMIC DEVELOPMENT CORPORATION, a Wyoming non-profit corporation; Robert J. "Joel" Coffey; and Robert Boysen, Appellees (Defendants).

No. 02-165.

Supreme Court of Wyoming.

November 19, 2003.

As Amended on Rehearing December 24, 2003.

Representing Appellants: John E. Stanfield of Laramie, Wyoming, and Walter Urbigkit of Cheyenne, Wyoming. Argument by Messrs. Stanfield and Urbigkit.

Representing Appellees: Philip A. Nicholas of Anthony, Nicholas, Tangeman & Yates, LLC, Laramie, Wyoming for appellees Laramie Economic Development Corporation and Robert Boysen; and Mason F. Skiles and Joseph A. Rodriguez of Skiles & Rodriguez, LLC, Laramie, Wyoming, for appellee Robert J. "Joel" Coffey. Argument by Messrs. Skiles and Nicholas.

Before HILL, C.J., and GOLDEN, LEHMAN, KITE, and VOIGT, JJ.

HILL, Chief Justice.

[¶ 1] John D. Ahrenholtz, Pam D. Ahrenholtz, Ahrenholtz Masonry, Inc. and Point North, LLC appeal an order of the district court granting summary judgment on their complaint that the defendants Laramie Economic Development Corporation (LEDC), Robert J. "Joel" Coffey, and Robert Boysen (collectively defendants) had intentionally interfered with a potential contractual relation or business expectancy relating to the planning and construction of an expansion to the campus of Wyoming Technical Institute (WTI) in Laramie, Wyoming.

[¶ 2] We affirm in part, reverse in part, and remand for trial.

ISSUES

[¶ 3] John Ahrenholtz (Ahrenholtz) and his co-appellants present two issues for review:

Issue 1: Whether the Trial Court committed error in making the dual findings that there was no genuine issue of any material fact and that each and all defendants were entitled as a matter of law to summary judgment dismissing Plaintiffs' claims of intentional interference with their existent or prospective business opportunity as contractually involved in the Wyoming Technical Institute relocation project (Plaintiffs' Vision 2000 project) proposal.

Issue 2: Whether the Trial Court committed error in failure to give the Appellants as Plaintiffs the benefit in a summary judgment decision of recoverable damage concepts provided by the Restatement (Second) of Torts, § 774A and in particular § 774A(1)(c), Emotional Distress Damages.

Appellees LEDC and Boysen respond with a single statement:

Whether the trial court properly entered summary judgment in favor of defendants Laramie Economic Development Corporation and Robert Boysen, and against Plaintiffs' [sic] on their claim for intentional interference with a business expectancy?

Appellee Coffey sets out two issues for review:

1. Whether there were any material facts or any evidence presented in the District Court by Appellants to even support an allegation of intentional interference with a business opportunity let alone defeat a Motion for Summary Judgment by Appellees.

2. Whether Appellants provided any realistic basis for recovery of purported damages from Appellees including the alleged but unsupported claim of emotional distress.

FACTS

[¶ 4] WTI operates an automotive and diesel technology school in Laramie, Wyoming. The principal campus is located on U.S. Highway 287 approximately two miles north of the city limits of Laramie. In 1998, WTI leased a portion of a building adjacent to the campus owned by Ahrenholtz Masonry, Inc. (AMI). AMI is a Wyoming corporation jointly owned by the plaintiff Ahrenholtz and his father and brother.

[¶ 5] In April 1998, Jim Mathis, the President of WTI, contacted John Ahrenholtz about the possibility of constructing an addition to the Ahrenholtz building to accommodate an expansion of WTI. The initial discussion quickly evolved from an addition of 10,000 square feet to AMI's existing building into a large project envisioning a substantial expansion of WTI's facilities, including a new building of 50,000 to 150,000 square feet, along with new dormitories and other facilities.

[¶ 6] Ahrenholtz agreed to assist Mathis with the plans for the proposed expansion. Ahrenholtz called the project "Vision 2000." As the project evolved, it became clear that the land where the AMI building was located was inadequate for the proposed expansion. Since the land was located outside of Laramie's city limits and the size of the project necessitated water and sewer services, it was concluded that annexation by the City of Laramie would be required. Ahrenholtz also began investigating the possibility of purchasing adjoining lands to accommodate the growing size of the project.

[¶ 7] Ahrenholtz hired Robert J. Coffey to perform surveying and engineering work on the project. Because of his limited financial resources, Ahrenholtz also began to seek outside investors. In the fall of 1998, Ahrenholtz contacted Robert Boysen, President of LEDC, a non-profit corporation that seeks to further the economic development of the Laramie area, for assistance in locating potential governmental sources of financing.

[¶ 8] Ahrenholtz encountered difficulty in securing financial commitments from potential investors because he did not have a binding agreement with WTI. Accordingly, Ahrenholtz attempted to obtain a letter of intent from Mathis and WTI. Ahrenholtz submitted several letters of intent with various terms but Mathis declined to sign any of them. Mathis indicated that the owner of WTI, Bankers Trust, was in the process of selling the school and, as a result, would not commit to the expansion project.

[¶ 9] Despite the absence of a binding agreement, Ahrenholtz continued to pursue the project. He developed schematics and plans for the proposed facilities, including various revisions suggested by Mathis. Ahrenholtz also purchased land adjoining the property where AMI's building was located. Ahrenholtz's contemporaneous notes indicate that he was aware that there was a risk inherent in his expenditures on the project without an agreement but that possible revenue, if the project came to fruition, was a significant factor in continuing to pursue it.

[¶ 10] In December 1998, Coffey and Boysen approached Ahrenholtz with an offer to invest in the project by purchasing the real estate upon which the expansion was to be located. Ahrenholtz refused the offer. Several months later, in February 1999, Ahrenholtz asked Coffey and Boysen if they would be interested in investing money in the project. This time, they refused the offer.

[¶ 11] Meanwhile, also in December 1998, LEDC purchased land from the City of Laramie located west of the city. The West Laramie property was officially annexed by the City of Laramie in April 1999. At some point, LEDC's property became a potential site for the WTI expansion project. Mathis insisted that WTI did not begin consideration of that property as an alternative location until June 1999. Ahrenholtz contended that consideration had begun much earlier than that and pointed to the minutes of an LEDC meeting of May 11, 1999:

Gary Crum reported that everything was going as planned with the Wyo. Tech. [e]xpansion project and that recently the City of Laramie approved the annexation of the Wyo. Tech. [p]roperty, which will allow for the development of sewer to the property.

At the time of the meeting, the LEDC West Laramie property had been annexed, but the Ahrenholtz property had not. A potentially complicating factor was that Boysen had resigned as President of LEDC in April 1999 and taken employment with WTI in early May 1999. Mathis stated that Boysen was hired specifically to help with the expansion of WTI. During a trip in April, Boysen had told Ahrenholtz that, "I need you to not tell me any more about your project. I may be in competition with you."

[¶ 12] In January 1999, Bankers Trust had sold WTI, and the new owners had given Mathis permission to pursue the expansion project. Ahrenholtz continued to pursue investors for his proposal but had no success without a commitment from WTI. Accordingly, Ahrenholtz continued to press Mathis to sign a letter of intent. Finally, Mathis delivered a letter to Ahrenholtz on April 19, 1999, setting forth various conditions Ahrenholtz would have to meet by May 15, 1999 in order to be considered for the project. Mathis testified in his deposition that Ahrenholtz's proposal was still in consideration until sometime in July, when he and Ahrenholtz had a "heated" discussion relating to WTI's consideration of other sites for the expansion location.

[¶ 13] In September 1999, WTI contracted with LEDC to purchase the West Laramie property and entered into an agreement with Bob Blake Builders, Inc. to build the new facilities. It was subsequently disclosed that Coffey had done some surveying work in August 1999 for LEDC on the West Laramie property. Coffey also did work for Bob Blake Builders on the construction project itself.

[¶ 14] Ahrenholtz, along with his wife and corporate entities AMI and Point North, subsequently filed suit against LEDC, Boysen, and Coffey.¹ Ahrenholtz asserted six causes of action: (1) intentional interference with a business expectancy; (2) professional misconduct (specific to the defendant Coffey only); (3) conversion; (4) fraud; (5) conspiracy; and (6) intentional infliction of emotional distress. The defendants responded with a motion to dismiss that was converted into a motion for summary judgment when the defendants attached documents to their initial motion.

[¶ 15] After allowing discovery and the submission of briefs, the district court granted the motion for summary judgment in part and denied it in part. Initially, the district court dismissed Ahrenholtz's wife from the proceeding since it was unable to determine that she played any role in any of the events constituting the basis for the action. The district court quickly dismissed the claims for intentional infliction of emotional distress, conspiracy, fraud,...