Carlson v. Carlson

Decision Date02 June 1989
Docket NumberNo. 88-237,88-237
Citation775 P.2d 478
PartiesCarl O. CARLSON, Jr., Appellant (Plaintiff), v. E. Leva CARLSON and Citizens National Bank & Trust Company, a national bank, Appellees (Defendants).
CourtWyoming Supreme Court

Raymond W. Martin, Godfrey, Sundahl & Jorgenson, Cheyenne, for appellant.

Raymond B. Hunkins, Jones, Jones, Vines & Hunkins, Wheatland, for appellee, E. Leva Carlson.

Frank J. Jones, Wheatland, for appellee, Citizens Nat. Bank & Trust Co.

Before THOMAS, MACY and GOLDEN, JJ., BROWN, J., Retired, and LEIMBACK, District Judge.

THOMAS, Justice.

In this case, the court is asked to resolve the question of whether an ambiguity exists in two farm leases and an agreement providing for improvements to the farm by the tenant, considered separately or collectively, which inhibits the construction of the documents as a matter of law. Inherent to this problem is the issue of whether any ambiguity serves to structure a genuine issue of material fact with the result that deciding the case by summary judgment would be inappropriate. The district court entered a summary judgment in favor of the landlord, ruling that the documents "read separately or in conjunction with each other, are clear and unambiguous." A summary judgment also was entered in favor of a bank that was a creditor of the landlord on the ground that the bank's actions did not interfere with the contractual relationship between the tenant and the landlord, or that the bank's actions were justified by its economic interest. The court is convinced that an ambiguity is present in the documents, which presents a genuine issue of material fact as to the intent of the parties, and that genuine issues as to other material facts require a trial in this case. The summary judgment entered by the district court is reversed, and the case is remanded for trial.

The case was instituted by Carl O. Carlson, Jr. (Carl Carlson), the tenant in the relationship, alleging a contractual right to an option; breach of that contract by his mother, E. Leva Carlson (Leva Carlson), the landlord in the relationship; wrongful interference with the contractual relationship by the Citizens National Bank & Trust Company (Citizens Bank); and a conspiracy between Leva Carlson and Citizens Bank and between Citizens Bank and Leva Carlson. Carl Carlson sought damages, punitive damages, and a declaratory judgment with respect to his rights under the instruments. He did make an appropriate demand for a jury trial.

Leva Carlson answered, denying those allegations of Carl Carlson's complaint upon which relief to him could be based, presenting affirmative defenses, and counterclaiming for damages for slander of title; wrongful interference with her contract for the listing of the farm for sale; the chilling of her sale of the farm; emotional distress; and economic loss for breach of the lease. Leva Carlson also alleged that the contractual provisions controlled the relationship of the parties, and she also sought a declaratory judgment of the rights under the instruments. Citizens Bank answered, denying liability upon any of the grounds for recovery asserted in Carl Carlson's complaint, and it pleaded affirmative defenses including its good faith protection of its economic interest.

Following Carl Carlson's answer to Leva Carlson's counterclaims, in which he denied liability under any of the theories asserted by her, discovery was conducted. Then Defendant Citizens National Bank & Trust Co. filed its Motion for Summary Judgment. Several days later, Defendant E. Leva Carlson's Motion for Partial Summary Judgment was presented. About the same time, Carl Carlson moved to amend his complaint, and the court ultimately permitted the amendment.

At this juncture, the case was interrupted by the proceedings reflected in Carlson v. Langdon, 751 P.2d 344 (Wyo.1988). Then, following Carl Carlson's resistance to the respective motions for summary judgment, Citizens Bank filed a Supplemental Motion for Summary Judgment. The court wrote a decision letter, and entered Summary Judgments in favor of Leva Carlson and Citizens Bank and a Summary Judgment Order Nunc Pro Tunc. Carl Carlson now appeals the court's findings.

In his Brief of Appellant, Carl Carlson offers this statement of the issues:

"I. Issues Pertaining to Appellee E. Leva Carlson:

"1. Did the 1973 Agreement between Appellee E. Leva Carlson (hereinafter Leva) and Appellant Carl O. Carlson (hereinafter Carl) create merely a non-binding 'improvement agreement', or did the parties to the contract intend to provide for an exclusive binding purchase option and lifetime lease?

"2. Does an ambiguity exist in the 1973 agreement?

"3. Does the doctrine of estoppel intervene to preclude Leva Carlson's denial of her oral and written intentions to grant to Carl Carlson a lifetime lease with an exclusive option to purchase the farm upon her death?

"II. Issues Pertaining to Appellee Citizens National Bank and Trust Company:

"1. Is it necessary to find a valid contractual relationship between Leva and Carl Carlson in order to support an allegation of tortious interference with contractual relations?

"2. Can Citizens National Bank and Trust Company's (hereinafter CNB) actions be classified as justifiable under a theory of economic justification?"

In the Brief of Appellee submitted by Mrs. E. Leva Carlson, the following counterstatement of the issues appears:

"1. Are each of the three agreements involved in this case, considered separately, clear and unambiguous?

"2. If each of the three agreements, considered separately, are clear and unambiguous, are they inconsistent or mutually exclusive of each other?

"3. If both the 1973 agreement and the 1985 lease agreement are clear and unambiguous, and are not inconsistent or mutually exclusive, did the trial court correctly apply their provisions by holding that Mrs. Carlson had a right to terminate the lease and sell her farm?"

In the Brief of Appellee submitted by Citizens Bank, only one issue is stated as follows:

"Did the district court judge err in granting summary judgment to Citizens National Bank & Trust Co.?"

The dispute centers around a lease arrangement for the family farm entered into by Carl Carlson and his wife, as operators, and, initially, his father and his mother, Leva Carlson, as owners. The family moved to this farm when Carl Carlson was nine years old, and he lived there until he finished high school in 1954. He then left home to work at the Guernsey coal mine. In 1959, Carl Carlson was married, but he continued to contribute time to assisting with the farm from 1959 to 1967. In 1966, Carl Carlson's father quit farming because he was afflicted with multiple sclerosis. Carl Carlson's brother then operated the farm through 1969, but his skills were not suited to that effort. Since 1969, and up until this litigation, Carl Carlson has operated the farm continuously.

In 1970, Carl Carlson and his wife entered into a written lease with his father and his mother, Leva Carlson. That lease continued in existence until 1985, pursuant to its provision that:

"This AGREEMENT to remain effective from year to year unless notice of termination is received by the operator [Carl O. Carlson, Jr., and Carol J. Carlson] at least 60 days prior to the end of crop year."

In 1973, an agreement was made between Carl Carlson and Leva Carlson which provided for the development of improvements on the farm. The recited consideration for Leva Carlson's promises was the improvements which were to be made by Carl Carlson. In addition, Carl Carlson agreed to pay any increase in real property taxes attributable to those improvements. That 1973 agreement identified Leva Carlson as the FIRST PARTY and Carl Carlson as the SECOND PARTY and provided, in critical part, as follows:

"3. In the event of the death of the FIRST PARTY, for and in consideration of the improvements placed upon the premises by the SECOND PARTY, the FIRST PARTY does hereby give and grant unto the SECOND PARTY an exclusive option to purchase the above described real property, together with any and all improvements thereon, for the total purchase price of $76,425.00, which option shall be exercised as follows:

* * * * * *

"4. In the event that the SECOND PARTY shall suffer death, become incapacitated or for any reason cease to rent the above described property, the above described option shall terminate and be cancelled and the value of said improvements placed upon the premises shall be evaluated and payment made by the FIRST PARTY to the SECOND PARTY as follows:"

* * * * * *

This 1973 agreement encompassed a specific description of the farm property, which had not been included in the 1970 lease. In addition, the agreement contained the following language:

" * * * WHEREAS, the FIRST PARTY is the owner of certain real property, hereinafter described, which she leases and intends to continue to lease to the SECOND PARTY, * * *."

The lease which was entered into in July of 1985 also included the same description of the premises found in the 1973 agreement. It specifically provided, in parts that are pertinent to this dispute, as follows:

"If lease is not renewed Lessee has the right to plant previous years summer fallow to spring crop and harvest it.

* * * * * *

"This lease will automatically renew annually on March 1 of each year unless either party gives written notice to the other party on or before January 1 of their intention to terminate the lease."

Leva Carlson was indebted to Citizens Bank and, sometime prior to March of 1985, the bank became concerned about collecting the debt. It proposed that Leva Carlson should either execute a mortgage of the real estate to the bank; refinance her debt with another institution and pay the bank; or sell the farm and pay the bank. She did execute a mortgage to the bank in March of 1985 and, thereafter, the lease with Carl Carlson was executed. Then, Citizens Bank demanded that the loan...

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