Fuger v. Wagoner
| Decision Date | 18 December 2020 |
| Docket Number | S-20-0100,S-20-0099 |
| Parties | DONALD FUGER and MARY FUGER, Appellants (Defendants/Third Party Plaintiffs), v. LARRY WAGONER Appellee (Plaintiff), and CHARILLA WAGONER, a/k/a SHORILLA WAGONER, Appellee (Third Party Defendant). LARRY WAGONER, Appellant (Plaintiff), and CHARILLA WAGONER, a/k/a SHORILLA WAGONER, Appellant (Third Party Defendant), v. DONALD FUGER and MARY FUGER, Appellees (Defendants/Third Party Plaintiffs). |
| Court | Wyoming Supreme Court |
Appeal from the District Court of Sweetwater County
The Honorable Richard L. Lavery, Judge
Representing Donald Fuger and Mary Fuger:
Clark D. Stith, Stith Law Office, Rock Springs, Wyoming. Argument by Mr. Stith.
Representing Larry Wagoner and Charilla Wagoner:
Elizabeth Greenwood, Greenwood Law, LLC, Pinedale, Wyoming; Inga L. Parsons, Attorney at Law, Marblehead, Massachusetts. Argument by Ms. Parsons.
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] Donald Fuger and Larry Wagoner entered into an agreement to construct two buildings on five acres of the Fugers' property. After the parties completed the buildings, Mr. Wagoner occupied one and rented the other for several years. The arrangement ended when it became apparent that the parties had different versions of the terms of their agreement. Mr. Fuger and his wife, Mary Fuger, sued Mr. Wagoner and his wife, Charilla Wagoner, to evict them from the property. Mr. Wagoner sued the Fugers under contract and equitable theories for ownership of one building and the underlying five acres. The district court held a bench trial and largely found in favor of Mr. Wagoner but held specific performance unavailable. Both parties appealed. We reverse and remand.
[¶2] The Fugers raised numerous issues, which we rephrase as follows:
We rephrase Mr. Wagoner's issues on appeal as:
[¶3] Donald and Mary Fuger own forty acres of land in Reliance, Wyoming as tenants by the entireties. Around 2008, Donald Fuger and Larry Wagoner entered into an agreement regarding a five-acre section known as the Western States Yard. Mr. Wagoner cleared the site and stored equipment there. At some point, the parties agreed to construct two buildings on the site. Mr. Wagoner asserts the parties orally agreed that Mr. Fuger would obtain a loan to construct two metal buildings. Mr. Wagoner would construct the buildings, pay off the loan and, ultimately, own one of the buildings and the five-acre parcel underneath, while Mr. Fuger would own the other building. The partiesworked together to obtain the proper permits for the project and to convert the zoning of the property. Prior to constructing the buildings, the parties signed a lease agreement containing an integration clause but missing the payment term. Mr. Fuger asserts that the lease agreement constitutes the entirety of their agreement. He claims that, under the lease, Mr. Wagoner was required to pay for the cost of the construction loan and the permanent financing. In exchange, Mr. Wagoner had exclusive use of both buildings for five years, until February 2017.
[¶4] The Fugers' LLC, Reliance Storage, obtained a construction loan and, later, the permanent financing on the project. Mr. Wagoner prepared the site, lined up subcontractors, and worked with them to construct the buildings. After several months, the project was complete, and the Western States Yard had two buildings and other improvements. Mr. Wagoner occupied one building and rented out the second building for $2,500 per month. Mr. Wagoner made monthly payments of $2,500 to the Fugers for a couple years, and then paid the bank around $2,100 a month for nearly three years, until the Fugers told the bank to stop accepting his payments.
[¶5] In November 2017, the Fugers served a Notice to Quit Premises on Mr. Wagoner. Mr. Wagoner remained on the premises and sued the Fugers for breach of oral contract, promissory estoppel, unjust enrichment, quantum meruit and implied contract, and injunctive relief. The Fugers counterclaimed for forcible entry and detainer and slander of title.1 The district court consolidated the cases and held a bench trial. At the close of the Wagoners' case, Fugers' counsel made a motion, under Rule 52(c), for "judgment as a matter of law" on the claims against Mrs. Fuger, and the district court took that motion under advisement.
[¶6] The district court entered Findings of Fact and Conclusions of Law. It held that the lease agreement was unenforceable because it was missing an essential term, the amount of rent, that could not be provided through course of performance. The district court then held that an enforceable oral contract existed between Mr. Fuger and Mr. Wagoner. But, because the Fugers owned the property as tenants by the entireties, the district court determined specific performance was unavailable and, instead, awarded actual damages. The district court awarded Mr. Wagoner $302,234.48, plus post-judgment interest. It did not reach Mr. Wagoner's equitable claims because it found an enforceable oral contract. The district court granted the Fugers' Rule 52(c) motion. It found no enforceable contract with Mrs. Fuger and held that Mr. Fuger did not have authority to convey ownership of the Western States Yard because the couple owned it as tenants by the entireties. It also ruled against the Fugers on their slander of title claim, which they did not appeal. Finally, the district court gave the Wagoners thirty days to vacate the premises. Both parties appealed the district court's decision.
[¶7] The Fugers argue that the district court erred in finding the written lease was missing an essential term. They contend the rent term can be filled by looking at course of performance and therefore the lease is a valid contract. They assert that, because the lease is a binding contract with an integration clause, it supersedes the oral agreement.
[¶8] After a bench trial, we review the district court's factual findings for clear error and its conclusions of law de novo. Mattheis Co. v. Town of Jackson, 2019 WY 78, ¶ 18, 444 P.3d 1268, 1275 (Wyo. 2019) (citing Acorn v. Moncecchi, 2016 WY 124, ¶ 23, 386 P.3d 739, 748 (Wyo. 2016)).
The factual findings of a judge are not entitled to the limited review afforded a jury verdict. While the findings are presumptively correct, the appellate court may examine all of the properly admissible evidence in the record. Due regard is given to the opportunity of the trial judge to assess the credibility of the witnesses, and our review does not entail reweighing disputed evidence. Findings of fact will not be set aside unless they are clearly erroneous. A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed. In considering a trial court's factual findings, we assume that the evidence of the prevailing party below is true and give that party every reasonable inference that can fairly and reasonably be drawn from it. We do not substitute ourselves for the trial court as a finder of facts; instead, we defer to those findings unless they are unsupported by the record or erroneous as a matter of law. The district court's conclusions of law are reviewed de novo.
Mattheis, 2019 WY 78, ¶ 18, 444 P.3d at 1275 (quoting Meiners v. Meiners, 2019 WY 39, ¶ 8, 438 P.3d 1260, 1265-66 (Wyo. 2019)).
[¶9] There is no question that the parties signed a lease agreement and that the lease agreement contained an integration clause. The question is whether the essential terms were sufficiently definite to form an enforceable contract. Whether a term is essential is often a question of fact. Mantle v. North Star Energy & Constr., 2019 WY 29, ¶ 62, 437 P.3d 758, 782 (Wyo. 2019) (citing Roussalis v. Wyo. Med. Ctr., Inc., 4 P.3d 209, 232 (Wyo. 2000)). The district court determined that the missing rent amount was an essential term of the lease agreement. The purpose of the lease agreement was to grant Mr. Wagoner the use of the Western States Yard for five years for a monthly payment. The rental amount is an essential term because without it, the court cannot determine if there was a breach, or how to remedy it. See Simek v. Tate, 2010 WY 65, ¶ 21, 231 P.3d 891, 899 (Wyo. 2010). The court's finding that the rental amount was an essential term was not clearly erroneous.
[¶10] However, the contract need not fail simply because it is missing an essential term.
While it is essential that the mutual assent of the parties to the terms of a contract must be sufficiently definite to enable the court to ascertain what they are, nevertheless it is not necessary that each term be spelled out in minute detail. It is only that the essentials of the contract must have been agreed upon and be ascertainable. The law does not favor the destruction of contracts on the ground of indefiniteness, and if it be feasible the...
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Court Summaries
...reasonable doubt that she had acted recklessly and her conviction was reversed. Donald & Mary Fuger v. Larry Wagoner S-20-0099, S-20-0100 2020 WY 154 December 18, 2020 Donald and Mary Fuger owned 40 acres of land in Reliance, Wyoming, as tenants by the entireties. In 2008, Donald Fuger and ......