Davidson Land Co. Llc v. Davidson

• Decision Date: 18 February 2011
• Docket Number: No. S–10–0060.,S–10–0060.
• Parties: DAVIDSON LAND COMPANY, LLC, Appellant (Plaintiff),v.Suellen L. DAVIDSON, Charles Noller Davidson, and Deborah J. Davidson, Appellees (Defendants).
• Court: Wyoming Supreme Court

247 P.3d 67

2011 WY 29

DAVIDSON LAND COMPANY, LLC, Appellant (Plaintiff),

v.Suellen L. DAVIDSON, Charles Noller Davidson, and Deborah J. Davidson, Appellees (Defendants).

No. S–10–0060.

Supreme Court of Wyoming.

Feb. 18, 2011.

Representing Appellant: C.M. Aron of Aron and Hennig, LLP, Laramie Wyoming.Representing Appellees Suellen L. Davidson and Charles Noller Davidson: Alexander K. Davison of Patton & Davison, Cheyenne, Wyoming.Representing Appellee Deborah J. Davidson: Greg Weisz and Megan Overmann Goetz of Pence & MacMillan, LLC, Laramie, Wyoming.Before KITE, C.J., and GOLDEN, HILL, VOIGT, and BURKE, JJ.KITE, Chief Justice.

[¶ 1] Two brothers, Daniel Davidson and Chester Davidson, agreed to partition their ranch in 1982.¹ In recognition of a railroad right of way that traversed the ranch, they provided in their agreement that if the right of way were ever abandoned, they would execute any necessary documents to vest the other with full title in the right of way over his respective portion of ranch. Later, Daniel purchased a quitclaim deed to the right of way from the Union Pacific Railroad Company (UPRR), and his successors refuse to execute documents to fully vest Chester's successors with title to the right of way over Chester's portion of the ranch.

[¶ 2] The district court granted summary judgment and quieted title in property covered by the railroad right of way to Daniel's successors on the basis of the quitclaim deed. Chester's successors claim the district court incorrectly interpreted the terms of the parties' agreement. We conclude, as a matter of law, the district court's interpretation of the agreement was incorrect. The unambiguous contractual language requires Daniel's successors to convey whatever interest they received from UPRR in the right of way over Chester's land to his successors.

[¶ 3] We reverse and remand.

ISSUES

[¶ 4] Chester's successors state the issues on appeal as follows:

ISSUE I: Whether the District Court misconstrued the parties' contractual intent.

ISSUE II: Whether the doctrine of Estoppel by Deed precludes appellees' claim of ownership by their after-acquired title.

ISSUE III: Whether title to real property can be quieted in a grantee, sua sponte, based only on a quitclaim deed, without evidence that the grantor owned a fee interest to convey.

Daniel's successors phrase the issue differently:

Che[ster] and Dan[iel] Davidson owned a ranch with a railroad-owned right-of-way through it. By agreement, they divided the ranch in 1982, exchanging warranty deeds. Each would receive the right-of- way through his property if it was ever abandoned. In 1996 Dan[iel] bought the entire right-of-way from UPRR. Are Dan[iel]'s successors now required to transfer any of the right-of-way to Appellant under the terms of the agreement or warranty deed?

FACTS

[¶ 5] Daniel and Chester Davidson, together with their wives, owned a 160 acre ranch, containing nine separate parcels, near Saratoga, in Carbon County, Wyoming. A railroad traversed the ranch from the northwest to the southeast. Around 1979, the tracks, bridges and abutments were removed by UPRR.

[¶ 6] In 1982, the two Davidson couples entered into an agreement to partition the ranch by cross-conveying the parcels, with Chester and his wife Norma receiving parcels one through five and Daniel and his wife Earlene receiving parcels six through nine (1982 Agreement). The railroad had been located on parcels three and four on Chester's land and parcels seven and eight on Daniel's land. Title to the lands affected by the railroad in parcels three and four is at issue here.

[¶ 7] Paragraph 6 of the 1982 Agreement addressed the interests the respective Davidsons owned in the railroad right of way, as follows:

Parcels 3 and 4 contain a railroad right-of-way containing 2.78 acres, more or less. The parties agree that the land within said right-of-way is the property of Chester C. Davidson and Norma Davidson and that if the right-of-way is ever abandoned, Daniel Davidson and Earlene Davidson agree to execute such instruments of conveyance as may be required to vest said land in Chester C. Davidson and Norma Davidson. Parcels 7 and 8 likewise contain a railroad right-of-way which the parties agree is the property of Daniel Davidson and Earlene Davidson and Chester C. Davidson and Norma Davidson agree to execute such instruments of conveyance as may be required to vest said land in Daniel Davidson and Earlene Davidson if the right-of-way is ever abandoned.

[¶ 8] At the same time they entered into the 1982 Agreement, the parties executed reciprocal warranty deeds conveying the properties in accordance with the agreement. There is no showing in the record that the land subject to the right of way was excluded from the property description contained in each deed. The property descriptions were followed by the language:

SUBJECT, HOWEVER, to all easements, reservations, restrictions and rights-of-way of record in the office of the County Clerk and Ex–Officio Register of Deeds for Carbon County, Wyoming.

Daniel subsequently conveyed his interest to Earlene as part of their estate plan.

[¶ 9] Twelve years after the ranch was partitioned, Daniel met with a UPRR representative concerning the right of way. He stated that the representative wanted to sell the right of way to “interested persons,” but would not divide the right of way into two parts to accommodate Daniel's and Chester's partition of the property. In 1996, after Daniel paid $6,900, UPRR executed a quitclaim deed to the entire right of way across parcels three, four, seven and eight to Daniel's wife, Earlene. Daniel averred that he purchased the right of way “with the thought that [Chester] would purchase his share of it,” but Chester never paid for his portion.

[¶ 10] Over the years, the properties were passed down to family members. In August 2009, Chester's successors filed a complaint against Daniel's successors seeking specific performance of the 1982 Agreement. Chester's successors also requested a declaration that they owned the land formerly subject to the railroad right of way in parcels three and four. Daniel's successors generally denied the allegations and counterclaimed to have title to the right of way land quieted in them on the basis of the quitclaim deed they received from UPRR.²

[¶ 11] Both sides moved for summary judgment on Chester's successors' claims. After a hearing, the district court granted summary judgment in favor of Daniel's successors and quieted title to the property in them. Chester's successors appealed.³

STANDARD OF REVIEW

[¶ 12] Summary judgments are governed by W.R.C.P. 56(c):

The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.

We review a summary judgment de novo, using the same materials and following the same standards as the district court. “We examine the record from the vantage point most favorable to the party opposing the motion, and we give that party the benefit of all favorable inferences which may fairly be drawn from the record.” Hasvold v. Park County School Dist. No. 6, 2002 WY 65, ¶ 11, 45 P.3d 635, 637–38 (Wyo.2002), quoting Four Nines Gold, Inc. v. 71 Constr., Inc., 809 P.2d 236, 238 (Wyo.1991). See also, Alpine Lumber Co. v. Capital West Nat'l Bank, 2010 WY 62, ¶ 5, 231 P.3d 869, 870–71 (Wyo.2010).

[¶ 13] In cases involving questions of contract interpretation, we apply the following standard of review:

The initial question of whether the contract is capable of being understood in only one way is a question of law for the court. If the court determines that the contract is capable of being understood in only one way, then the language used in the contract expresses and controls the intent of the parties. In such case, the next question, what is that understanding or meaning, is also a question of law. When we review the district court's summary judgment decisions that a contract is capable of being understood in only one way and what that understanding is, we accord no deference to those decisions.

M & M Auto Outlet v. Hill Inv. Corp., 2010 WY 56, ¶ 12, 230 P.3d 1099, 1104 (Wyo.2010), quoting Examination Mgmt. Servs., Inc. v. Kirschbaum, 927 P.2d 686, 689 (Wyo.1996) (internal citations omitted).

DISCUSSION

[¶ 14] This case requires interpretation of the 1982 Agreement, the corresponding warranty deeds and the UPRR quitclaim deed. Each of these documents is a contract and must be interpreted using our standard contract interpretation principles. Ecosystem Res., L.C. v. Broadbent Land & Res., L.L.C., 2007 WY 87, ¶¶ 9–10, 158 P.3d 685, 688 (Wyo.2007); R.C.R., Inc. v. Rainbow Canyon, Inc., 978 P.2d 581, 586 (Wyo.1999).

In considering the meaning of a contract, we focus on the parties' intent. If possible, we determine their intent from the language used in the agreement. Where the language is clear and unambiguous, we limit our inquiry to the four corners of the document, giving the words contained therein their ordinary meaning. The parties are free to incorporate within their agreement whatever lawful terms they desire, and we are not at liberty, under the guise of judicial construction, to rewrite the agreement. It is only when a contract is ambiguous that we construe the document by resorting to rules of construction. A contract is ambiguous if indefiniteness of expression or double meaning obscures the parties' intent.

Christensen v. Christensen, 2008 WY 10, ¶ 13, 176 P.3d 626, 629 (Wyo.2008), citing Cathcart v. State Farm Mut. Auto. Ins. Co., 2005 WY 154, ¶ 18, 123 P.3d 579, 587 (Wyo.2005). See also, M & M, ¶ 15, 230 P.3d at 1105. While we do not consider parol evidence when interpreting unambiguous contracts, it is well settled that even if a contract is unambiguous we can...