Davis v. Harmony Dev.
Citation | 2020 WY 39 |
Decision Date | 20 March 2020 |
Docket Number | S-19-0119 |
Parties | JERRY K. DAVIS, Appellant (Defendant), v. HARMONY DEVELOPMENT, LLC, Appellee (Plaintiff). |
Court | Wyoming Supreme Court |
Appeal from the District Court of Natrona County
The Honorable W. Thomas Sullins, Judge
Representing Appellant:
Weston W. Reeves and Anna Reeves Olson, Park Street Law Office, Casper, Wyoming. Argument by Ms. Olson.
Representing Appellee:
Billie LM Addleman and Kara L. Ellsbury, Hirst Applegate, LLP, Cheyenne, Wyoming. Argument by Mr. Addleman.
Before DAVIS, C.J., and FOX, KAUTZ, BOOMGAARDEN, and GRAY, JJ.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of any typographical or other formal errors so that correction may be made before final publication in the permanent volume.
[¶1] Harmony Development, LLC (Harmony), the seller, and Jerry K. Davis, the buyer, entered into a contract for the sale of a lot in the Harmony Hills subdivision, Casper, Wyoming. Mr. Davis later decided he no longer wanted to purchase the lot. Harmony sued him, asserting breach of contract, among other claims, and seeking specific performance. After a bench trial, the district court found that Mr. Davis had breached the contract and ordered him to specifically perform. Mr. Davis appeals. We affirm.
[¶2] The issues are:
[¶3] Harmony owned a large multi-lot subdivision in Casper, Wyoming, known as Harmony Hills Addition No. 2 (Harmony Addition). Lisa Burridge, Harmony's manager and agent, approached Mr. Davis, a real estate developer and owner of a health and fitness club, about buying a lot and developing a new health and fitness club in the Harmony Addition. Harmony and Mr. Davis negotiated terms from November 2014 through February 2015. On February 9, 2015, they executed a contract for the purchase and sale of close to seven acres of land in Harmony Addition described as "Lots 1, Block 2, Harmony Hills Addition #2," for a price of $1,500,000. Mr. Davis paid a $25,000 deposit.
[¶4] The contract contained the following terms:
X. CONDITION OF PROPERTY.
. . .
. . .
(Emphasis added.) The attached addendum provided:
5. Seller intends to develop subject property such that Yesness Street is completed along the subject property on the South side and Tranquility Way is completed along the subject property on the East side of the subject property (see attached preliminary plat). Seller will provide [electric, gas, and internet service to the lot line and] will pay for the installation of City water and City sewer lines along Tranquility Way and Yesness Street.
. . .
(Emphasis added.)
[¶5] On March 23, 2015, the parties executed an addendum to the contract (March 2015 addendum). The March 2015 addendum amended the contract as follows:
Harmony recorded the final plat (which included the new legal description of Mr. Davis's lot) on July 22, 2015.
[¶6] Approximately one year after signing the March 2015 addendum and seven months after the plat was recorded, Mr. Davis informed Harmony that he would not complete the purchase. In a March 11, 2016 e-mail to Ms. Burridge he explained:
The vision of Harmony Hills that was represented to us in the beginning has changed over the last year . . . . The new projected projects do not fit in harmony with our planned facility. We understand that things change and you've done everything you can to continue your development through the sluggish economy. At this time we are not ready to purchase property and build our facility in Harmony Hills.
[¶7] Harmony sued Mr. Davis, claiming breach of contract and breach of the covenant of good faith and fair dealing. Mr. Davis argued that the contract was unenforceable for failure to comply with the statute of frauds and asserted counterclaims for breach of contract, breach of the covenant of good faith and fair dealing, and negligent misrepresentation. The district court granted summary judgment to Harmony on Mr. Davis's claim of negligent misrepresentation. It held a bench trial on the remaining claims and defenses, and on January 3, 2019, entered judgment in favor of Harmony. The district court ordered Mr. Davis to specifically perform the contract, as amended. Mr. Davis appeals.
[¶8] Mr. Davis argues that the district court erred when it granted specific performance of the contract for several reasons, including that the contract violated the statute of frauds. We first address the question of whether the contract complies with the statute of frauds or whether it fits within an exception to the statute of frauds and then turn to the issue of whether the district court abused its discretion when it awarded specific performance.
[¶9] The determination of whether an agreement falls within the statute of frauds is a question of law which is reviewed de novo. In re Estate of Maycock, 2001 WY 103, ¶ 12, 33 P.3d 1114, 1117 (Wyo. 2001). "[A]pplication of the statute of frauds is not automatic." Parkhurst v. Boykin, 2004 WY 90, ¶ 15, 94 P.3d 450, 457 (Wyo. 2004).
[¶10] Mr. Davis makes no allegation of fraud, deceit, or mistake as to the identity of the property conveyed nor does he contend that he did not understand which parcel of land was the subject of the contract. Mr. Davis argues instead that the contract failed to sufficiently describe the property. As a result, he asserts the statute of frauds renders the contract invalid.
Restatement (Second) of Contracts § 131 (Am. Law Inst. 1981); see Richardson v. Schaub, 796 P.2d 1304, 1310 (Wyo. 1990) (adopting the Restatement).
[¶12] A contract for the sale of land "must indicate with reasonable certainty the nature of the transaction and must provide a basis for identifying the land . . . ." Restatement (Second) of Contracts § 131 cmt. e. In order to satisfy the statute of frauds, "[a] validcontract to convey land must expressly contain a description of the land, certain in itself or capable of being rendered certain by reference to an extrinsic source which the...
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