Holding v. Luckinbill

• Docket Number: S-21-0108
• Decision Date: 24 January 2022
• Citation: 2022 WY 10
• Parties: ANNE HOLDING and CRANDALL CREEK RANCH, CO., a Wyoming corporation, Appellants (Plaintiffs), v. LARRY LUCKINBILL; THE LARRY LEE LUCKINBILL LIVING TRUST; JOHN LENNON and MELANIE LENNON, Appellees (Defendants).
• Court: Wyoming Supreme Court

2022 WY 10

ANNE HOLDING and CRANDALL CREEK RANCH, CO., a Wyoming corporation, Appellants (Plaintiffs), v. LARRY LUCKINBILL; THE LARRY LEE LUCKINBILL LIVING TRUST; JOHN LENNON and MELANIE LENNON, Appellees (Defendants).

No. S-21-0108

Supreme Court of Wyoming

January 24, 2022

Appeal from the District Court of Park County The Honorable Bill Simpson, Judge

Representing Appellants: M. Jalie Meinecke, Meinecke &amp Sitz, LLC, Cody, Wyoming. Argument by Ms. Meinecke.

Representing Appellees Larry Luckinbill and the Larry Lee Luckinbill Living Trust: Scott E. Kolpitcke, Copenhaver Kitchen & Kolpitcke, LLC, Powell, Wyoming. Argument by Mr. Kolpitcke.

Representing Appellees John Lennon and Melanie Lennon: Thomas P. Keegan, Keegan & Krisjansons, P.C., Cody, Wyoming. Argument by Mr. Keegan.

Before FOX, C.J., and DAVIS, ^[*] KAUTZ, BOOMGAARDEN, and GRAY, JJ.

GRAY Justice.

[¶1] John and Melanie Lennon (the Lennons) leased property owned by the Larry Lee Luckinbill Living Trust for a 125-year term (the Lennon Lease). Anne Holding and the Crandall Creek Ranch Company (collectively referred to as Ms. Holding) sought a declaratory judgment stating that the Lennon Lease violated their right of first refusal to purchase the property. The parties filed cross-motions for summary judgment and the district court concluded that, while the right of first refusal remained in effect, the Lennon Lease did not trigger it. Ms. Holding appeals and we affirm.

ISSUES

[¶2] The issues are:

1. Did the Lennon Lease trigger Ms. Holding's right of first refusal?

2. Did Ms. Holding waive arguments that the rule against perpetuities applies to the Lennon Lease or that Mr. Luckinbill breached the covenant of good faith and fair dealing?

FACTS

[¶3] The facts are undisputed. Ms. Holding is the president of Crandall Creek Ranch Company, which runs a cattle operation in Park County, Wyoming. The Larry Lee Luckinbill Living Trust owns a large parcel of land neighboring Ms. Holding's property. Mr. Luckinbill is the sole trustee of the Larry Lee Luckinbill Living Trust (Mr. Luckinbill and the Larry Lee Luckinbill Living Trust are hereinafter collectively referred to as Mr. Luckinbill).

[¶4] On August 6, 1982, Mr. Luckinbill leased a portion of his land to Mr. Nielson, Ms. Holding's predecessor in interest (the Nielson Lease). The Nielson Lease was for a term of three years, after which it would "continue from year to year" unless terminated by either party. The lease contained a right of first refusal under which Mr. Luckinbill agreed to "grant [Mr. Nielson] the first right to purchase the property . . . upon the same terms and conditions and for the same purchase price as [he] would be willing to sell the property to any other bona fide purchaser of the property." According to the lease:

[U]pon receipt of a bona fide offer to purchase the property which is acceptable to [Mr. Luckinbill], [he agrees to] give [Mr. Nielson] written notice of the name and address of the proposed purchaser and all of the terms and conditions of the sale. [Mr. Nielson] will then have thirty (30) days in which to give [Mr. Luckinbill] written notice of whether [he chooses] to exercise [his] right to purchase the property on those terms and conditions, and if [he does], the sale will be completed within the time and in the manner specified in the notice of the offer. If [Mr. Nielson] choose[s] not to exercise [his] right to purchase the property, and the sale to the person designated in the notice is not completed within sixty (60) days after the end of the thirty-day period in which [Mr. Nielson has] the right to exercise [the] option, then the right of first refusal granted herein shall be revived and shall remain in force and effect as if there had been no offer to purchase the property. Unless terminated in the manner specified above, the Right of First Refusal shall remain in effect for a period not to exceed twenty-one (21) years after the death of the survivors of James E. Nielson and Glenn W. Nielson.

[¶5] On January 29, 1988, Mr. Nielson assigned the Nielson Lease to Ms. Holding. The assignment stated that Mr. Nielson agreed to "grant, convey and assign to [Ms. Holding] all of his right, title and interest in and to the [Nielson] Lease and the property that is the subject thereof, including, without limiting the generality of the foregoing, all of [Mr. Nielson's] rights under the right of first refusal contained therein."

[¶6] At some point, Mr. Luckinbill subdivided the property subject to the Nielson Lease into smaller numbered parcels. After subdividing the property, he more than once honored Ms. Holding's right of first refusal. In 2004, Mr. Luckinbill notified Ms. Holding of a proposed sale of Parcel 2, and Ms. Holding exercised her right to purchase the property. In 2007, Mr. Luckinbill notified Ms. Holding of a proposed sale of an 18-acre parcel. Ms. Holding once more exercised her right of first refusal.

[¶7] Between 2007 and 2019, there was no sale activity.^[1] In the spring 2019, on two separate occasions, the Lennons sought to purchase different parcels (Parcel 3 and Lot 1) from Mr. Luckinbill. Each time, Mr. Luckinbill notified Ms. Holding of the Lennons' offer. Each time, Ms. Holding stepped into the Lennons' shoes, purchasing the subject property (Parcel 3 and Lot 1).^[2]

[¶8] The following August, the Lennons entered the Lennon Lease with Mr. Luckinbill for a 6.6-acre parcel with a lease payment of $1200 per year. The lease term was 125 years, beginning August 31, 2019, and ending September 1, 2144.^[3]

[¶9] In April 2020, Ms. Holding named the Lennons and Mr. Luckinbill in this suit where she sought a declaratory judgment that the Lennon Lease violated her right of first refusal and asked for an injunction prohibiting the Lennons from making improvements on the property.^[4] The parties filed cross-motions for summary judgment. The district court granted some motions and denied others to conclude that the right of first refusal remains in effect, but the Lennon Lease did not trigger it.^[5] Ms. Holding appeals.

DISCUSSION

[¶10] Ms. Holding argues that the district court erred when it made certain findings in favor of Mr. Luckinbill and the Lennons in its decision on summary judgment. She first contends that because the Lennon Lease was for a 125-year term, it was a conveyance of the property and, as such, triggered her right of first refusal. Next, Ms. Holding argues that the Lennon Lease violated the rule against perpetuities and is void. Finally, she maintains that the district court erred by not finding Mr. Luckinbill had breached the covenant of good faith and fair dealing.

STANDARD OF REVIEW

[¶11] Summary judgment is "an appropriate resolution of a declaratory judgment action" when there are no genuine issues of material fact. City of Casper v. Holloway 2015 WY 93, ¶ 27, 354 P.3d 65, 73 (Wyo. 2015) (quoting Cheyenne Newspapers, Inc. v. Bldg. Code Bd. of Appeals of City of Cheyenne, 2010 WY 2, ¶ 8, 222 P.3d 158, 161 (Wyo. 2010)).

[¶12] This Court reviews the grant of summary judgment in a declaratory judgment action in the same way it reviews all summary judgments. Holloway, ¶ 28, 354 P.3d at 73.

We review a district court's order granting summary judgment de novo and afford no deference to the district court's ruling. Thornock v. PacifiCorp, 2016 WY 93, ¶ 10, 379 P.3d 175, 179 (Wyo. 2016). This Court reviews the same materials and uses the same legal standard as the district court. Id. The record is assessed from the vantage point most favorable to the party opposing the motion, and we give a party opposing summary judgment the benefit of all favorable inferences that may fairly be drawn from the record. Id. A material fact is one that would have the effect of establishing or refuting an essential element of the cause of action or defense asserted by the parties. Id.

Bd. of Trustees of Laramie Cnty. v. Bd. of Cnty. Comm'rs of Laramie Cnty., 2020 WY 41, ¶ 6, 460 P.3d 251, 254 (Wyo. 2020) (quoting Est. of Weeks by & through Rehm v. Weeks-Rohner, 2018 WY 112, ¶ 15, 427 P.3d 729, 734 (Wyo. 2018)); see also Sikora v. City of Rawlins, 2017 WY 55, ¶ 13, 394 P.3d 472, 476 (Wyo. 2017); Holloway, ¶ 28, 354 P.3d at 73.

[¶13] "Statutory interpretation and construction are questions of law reviewed de novo." Matter of Adoption of ATWS, 2021 WY 62, ¶ 8, 486 P.3d 158, 160 (Wyo. 2021); see also In re Est. of Kirkpatrick, 2003 WY 125, ¶ 6, 77 P.3d 404, 406 (Wyo. 2003); In re Est. of Meyer, 2016 WY 6, ¶ 17, 367 P.3d 629, 634 (Wyo. 2016). When we interpret statutes, we aim to give effect to the legislature's intent. Life Care Ctr. of Casper v. Barrett, 2020 WY 57, ¶ 16, 462 P.3d 894, 898-99 (Wyo. 2020). We first look to the plain language of the words in the statute to determine that intent. Id. We "give effect to the 'most likely, most reasonable, interpretation of the statute, given its design and purpose.'" Id. (quoting Sullivan v. State, 2019 WY 71, ¶ 10, 444 P.3d 1257, 1260 (Wyo. 2019), cert. denied, 140 S.Ct. 974, 206 L.Ed.2d 130 (2020)).

We therefore construe each statutory provision in pari materia, giving effect to every word, clause, and sentence according to their arrangement and connection. To ascertain the meaning of a given law, we also consider all statutes relating to the same subject or having the same general purpose and strive to interpret them harmoniously. We presume that the legislature has acted in a thoughtful and rational manner with full knowledge of existing law, and that it intended new statutory provisions to be read in harmony with existing law and as part of an overall and uniform system of jurisprudence. When the words used convey a specific and obvious meaning, we need not go farther and engage in statutory

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