CIBC Nat'l Tr. Co. v. Dominick, S-21-0207

CourtUnited States State Supreme Court of Wyoming
Writing for the CourtFOX, CHIEF JUSTICE
Citation2022 WY 60
PartiesCIBC NATIONAL TRUST COMPANY, Executor of the Estate of Julie Anne Bell, and Trustee of the Julie Anne Bell Revocable Living Trust dated December 16, 2014, as amended and restated, Appellant (Plaintiff/Counter-Defendant), v. PATRICK LAWLER DOMINICK, Appellee (Defendant/Counterclaimant).
Docket NumberS-21-0207
Decision Date13 May 2022

2022 WY 60

CIBC NATIONAL TRUST COMPANY, Executor of the Estate of Julie Anne Bell, and Trustee of the Julie Anne Bell Revocable Living Trust dated December 16, 2014, as amended and restated, Appellant (Plaintiff/Counter-Defendant),

PATRICK LAWLER DOMINICK, Appellee (Defendant/Counterclaimant).

No. S-21-0207

Supreme Court of Wyoming

May 13, 2022

Appeal from the District Court of Teton County The Honorable Timothy C. Day, Judge

Representing Appellant: Paula A. Fleck of Holland & Hart LLP, Jackson, Wyoming.

Representing Appellee: Erika M. Nash and Aaron J. Lyttle of Long Reimer Winegar LLP, Jackson, Wyoming. Argument by Ms. Nash.




[¶1] Julie Ann Bell and her long-term romantic partner, Patrick Dominick, owned real property together in Teton County, Wyoming. After Ms. Bell died, her estate claimed they held the property as tenants in common, while Mr. Dominick contended they held it as joint tenants with rights of survivorship. On cross-motions for summary judgment, the district court ruled that pursuant to the doctrine of merger, it was the latter, and it granted judgment in favor of Mr. Dominick. We affirm, but on a basis different from that of the district court.


[¶2] The dispositive issue in this case is whether the district court correctly ruled that Mr. Dominick and Ms. Bell owned their Teton County property as joint tenants with rights of survivorship rather than as tenants in common.


[¶3] On November 4, 2013, Julie Ann Bell and Patrick Dominick purchased a home in Teton County, Wyoming. That day, prior to closing on the purchase, they executed a Tenants-In-Common Agreement (TIC Agreement). The TIC Agreement began with the following recitals:

1. The Owners have, simultaneous with the execution of this Agreement, each acquired a Fifty Percent (50%) undivided interest as tenants-in-common in and to that certain real property located at [address omitted] (the "Property")
2. The Owners each own their respective interest in the Property as tenants-in-common, and wish to define their respective rights and responsibilities with respect to the Property, as well as terms necessary to ensure the proper and orderly management and operation of the Property during the period of the Owners' co-ownership
3. The Owners each wish to establish an orderly process by which they will dissolve their interests in the Property, should one or both Owners die, breach this Agreement or otherwise wish to disengage from their co-ownership of the Property.

[¶4] The TIC Agreement further provided:

3. Status of Owners' Relationship. Each Owner acknowledges that it is his/her intention to hold the Property as tenants-in-common and that they have expressly elected not to become partners, and that neither this Agreement nor any provision hereof shall be interpreted so as to impose a partnership at either law or equity upon the Owners. Accordingly, except as specifically set forth herein, no Owner shall have any liability for the debt or obligation of any other Owner.
* * *
5. Right of First Refusal and Sale of the Property.
* * *
b. Buy-Sell Provision. In the event that . . . the other Owner passes away, then in any such case, either Owner (including the Executor or successor-in-interest of a deceased Owner) shall have the right to dissolve the tenancy in common and compel the sale of the Property, after such Owner (the "Dissolving Owner") has first offered to buy the other Owner's interest in the Property . . . .

(Emphasis in original.)

[¶5] When Ms. Bell and Mr. Dominick closed on the purchase later that day, they accepted a warranty deed for the property, which described their ownership as "joint tenants with rights of survivorship." The warranty deed was recorded the next day, on November 5, 2013.

[¶6] Ms. Bell died in August 2015, and in October 2015, Mr. Dominick recorded an affidavit of survivorship. The TIC Agreement was not recorded during Ms. Bell's lifetime, but in March 2016, an attorney for her estate's executor recorded it.

[¶7] Mr. Dominick and CIBC National Trust Company, the executor of Ms. Bell's estate, disputed which document governed ownership of the property, the warranty deed or the TIC Agreement. CIBC filed for declaratory judgment that the TIC Agreement governed, and also asserted claims for breach of contract or partition. On appeal, CIBC summarized the three counts of its complaint as follows:

(1) Count 1 for declaratory judgment that [the Estate] and Mr. Dominick hold the Property as tenants-in-common; that Mr. Dominick's Affidavit of Survivorship should be stricken from the land records; and that the TIC Agreement is a valid and enforceable contract governing the parties' rights and responsibilities with respect to the Property; (2) Count II for breach of the TIC Agreement by Mr. Dominick for refusing the Estate's offer pursuant to the TIC Agreement to purchase his 50% interest in the Property, and seeking an order that Mr. Dominick specifically perform the terms of the TIC Agreement, particularly with regard to its Buy-Sell provisions; and (3) Count III, in the alternative to specific performance, that the Property be partitioned.

[¶8] Mr. Dominick answered and counterclaimed for quiet title and slander of title. Following discovery, the parties filed cross-motions for summary judgment. In its motion, CIBC asserted that its breach of contract and partition claims depended on a determination that the TIC Agreement, rather than the warranty deed, controlled ownership of the property. It argued that as a matter of law, the TIC Agreement controlled, and it was therefore entitled to summary judgment on all its claims.

[¶9] Mr. Dominick moved for partial summary judgment. He contended that the TIC Agreement merged with the warranty deed, and the warranty deed therefore controlled ownership of the property. He argued that pursuant to the deed's unambiguous terms, he and Ms. Bell took title as joint tenants with rights of survivorship, and he was therefore entitled to judgment as a matter of law on CIBC's claims and on his quiet title claim.

[¶10] The district court initially granted CIBC's motion. It found that the TIC Agreement was antecedent to the deed but did not merge with it because the TIC Agreement established future obligations that were collateral to the deed. Mr. Dominick moved for reconsideration on the ground that CIBC had not asserted the collateral obligation exception, and he therefore had not had an opportunity to respond to its application. CIBC opposed Mr. Dominick's motion for reconsideration but also requested that the court revise its ruling. CIBC argued that because the TIC Agreement was an agreement between two buyers, rather than a seller and buyer, the merger doctrine did not apply and there...

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