In re Estate of Maycock

• Decision Date: 31 October 2001
• Citation: 33 P.3d 1114,2001 WY 103
• Parties: In the Matter of the ESTATE OF Michael A. MAYCOCK, deceased. Jeffrey C. Maycock and Bradley A. Maycock, Petitioners, v. Deborra Maycock, Personal Representative of the Estate of Michael A. Maycock, Deceased, Respondent.
• Court: Wyoming Supreme Court

33 P.3d 1114

2001 WY 103

In the Matter of the ESTATE OF Michael A. MAYCOCK, deceased.

Jeffrey C. Maycock and Bradley A. Maycock, Petitioners, v. Deborra Maycock, Personal Representative of the Estate of Michael A. Maycock, Deceased, Respondent.

No. 00-5.

Supreme Court of Wyoming.

October 31, 2001.

Brian N. Beisher of Hart & Beisher, Sheridan, WY, Representing Petitioners. Argument by Mr. Beisher.

Dan B. Riggs and Jonathan A. Botten of Lonabaugh and Riggs, Sheridan, WY for Deborra Maycock; and Thomas E. Lubnau II of Lubnau, Hand & Bailey, LLC, Gillette, WY for the Estate of Michael Maycock, Representing Respondent. Argument by Messrs. Riggs and Lubnau.

Before LEHMAN, C.J., and THOMAS,¹ GOLDEN, HILL, and KITE, JJ.

LEHMAN, Chief Justice.

[¶ 1] Following their father's death, Jeffrey and Bradley Maycock entered into estate settlement negotiations with their mother, Deborra Maycock, who was both an heir to her late husband's estate and the personal representative thereof. Settlement was achieved after several written offers and counter offers. After actions had been taken in reliance upon that settlement, the sons had second thoughts, and the estate's attorney sought the probate court's intervention. Upon hearing, the court ordered performance of the agreement. Jeffrey and Bradley seek review of that order, insisting that the agreement is inchoate and facially violative of the statute of frauds. Finding sufficient writings and holding the policy favoring family settlements to be paramount, we affirm.

ISSUES

[¶ 2] Jeffrey and Bradley articulate the following issues:

Is the alleged oral agreement unenforceable because it violates Wyoming Statute § 1-23-105, the Statute of Frauds?

1. Is the alleged oral agreement unenforceable because there is no writing signed by the party against whom enforcement is sought?

2. Did the negotiations in this matter result in an oral agreement, or only an agreement to agree?

3. Does the policy favoring upholding parties' agreements outweigh the legislative mandate of the statute of frauds?

4. Is there sufficient memorandum to satisfy the statute of frauds?

5. Has there been sufficient complete or substantial performance to make the application of the statute of frauds inequitable?

6. Should the Wyoming Supreme Court create a new special exception in this jurisdiction to the statute of frauds?

Deborra's statement of the issue is a bit more succinct:

Does the statute of frauds, Wyo. Stat. § 1-23-105 (1999) render void the subject settlement agreement reached and substantially performed by both sides during this probate litigation?

FACTS

[¶ 3] There is no dispute as to any fact material to our review. Michael Maycock died on September 11, 1998, leaving an estate composed of real property, title to much of which was imbued with mineral interests, and personal effects. Mr. Maycock's last will and testament, after some specific bequests to his wife and sons, divided the residuary of his estate into two shares termed "Share A" and "Share B." Mr. Maycock devised "Share A" to his wife, Deborra. Its size was to be predicated upon a valuation of the federal estate tax exemption. "Share B" was composed of the balance of the estate and was devised to sons, Bradley and Jeffrey, in equal shares. Additionally, the will named Deborra as personal representative of the estate.

[¶ 4] Deborra Maycock chose, in January of 1999, to exercise her privilege under Wyo. Stat. Ann. § 2-5-101(a)(i) (LexisNexis 2001) to take an elective share against her late husband's will. In April of 1999, Jeffrey and Bradley objected to their mother's decision, as personal representative, to accept a proposed settlement of the estate's claim against their father's former law partners (hereinafter the Daly-Anderson agreement). Thereafter, mother and sons, through counsel, entered into fairly protracted settlement negotiations regarding the distribution of the estate.

[¶ 5] Negotiations manifested themselves in a writing when Jeffrey and Bradley, in a May 27, 1999 letter to Mrs. Maycock's counsel, offered to renounce all their claims as beneficiaries under the will in exchange for an undivided one-half interest in the estate's mineral interests (¼ each), six named horses, two Rolex watches, their father's coin collection, "the mounted heads," a Colt pistol, $120,000 each, and retention of the firearms then in each son's possession. The letter stated, "[u]pon distribution to my clients of the above described property the balance of the estate, including the entire Edwards Place, would then be set over to [Deborra] as would the estate livestock excluding, of course, any livestock which already belongs to my clients." Although the parties and the probate court have failed to take note of it, special attention should be afforded the fact that Bradley's and Jeffrey's May 27 offer letter recites the final settlement almost verbatim.

[¶ 6] Evidently disenchanted with the slow progress of the negotiations, Jeffrey and Bradley petitioned the probate court on July 20, 1999, seeking to remove their mother as personal representative of the estate. Three days later, however, on July 23, 1999, the attorney representing the estate presented a written counteroffer on behalf of Deborra Maycock.² That counteroffer would have left the sons without any mineral estate. However, in addition to the individual items previously requested by her sons, Deborra offered to cede a "D-6 Dozer," a dump truck, and $112,500 dollars to each son in consideration for settlement and her payment of all debts of the estate, totaling roughly $220,000.00. Finally, her counteroffer called for Deborra to retain all the other assets of the estate, requesting that her sons withdraw their objections to the Daly-Anderson agreement as well as their motion to remove her as personal representative.

[¶ 7] On August 4, 1999, the sons' attorney orally rejected Mrs. Maycock's July 23 offer and presented an oral counteroffer to the estate's attorney which called for Jeffrey and Bradley to retain ¼ interest, each, in their late father's mineral estate, sharing with their mother's ½ interest as tenants in common. That final counteroffer, mirroring as it does the sons' first offer, was orally accepted on Mrs. Maycock's behalf. That same day the sons' attorney withdrew their objections to the Daly-Anderson agreement and to Mrs. Maycock's service as personal representative. Mrs. Maycock, as well, took steps to implement the settlement by finalizing the Daly-Anderson agreement and arranging financing for her promise of plenary debt retirement. On August 9, 1999, the estate's attorney drafted and delivered a letter confirming Mrs. Maycock's acceptance of the sons' counteroffer made five days previous.

[¶ 8] In addition to the terms of Jeffrey's and Bradley's initial offer, the settlement agreement also calls for them to receive their father's silver pickup and its debt. Each son would retain ¼ of the estate's mineral interests, and each son would receive his payment of $112,500 no later than ninety days after the date of Deborra's acceptance of the offer. The following day, the attorney representing Jeffrey and Bradley informed the estate's attorney by telephone that his clients would not agree to the terms in the letter and "were backing out of the Settlement Agreement." On September 1, 1999, per her cash payment obligation, Deborra was approved for a loan in the amount of $175,000.

[¶ 9] On September 23, 1999, the district court held a hearing on Deborra's motion to enforce the oral settlement agreement of August 4, 1999, as articulated in counsel's August 9, 1999 letter. Seven days later, the court entered its order with the following findings and conclusions of law: (1) an oral settlement agreement occurred on August 3, 1999;³ (2) the settlement agreement was not within the statute of frauds, Wyo. Stat. Ann. § 1-23-105; (3) even if the settlement agreement was within the statute of frauds, sufficient writings existed to satisfy the statute; and (4) both parties had substantially performed the oral agreement justifying its removal from the requirements of the statute through equity. On March 3, 2000, the probate court partially distributed the estate according to the terms of the settlement agreement found by the district court. Jeffrey and Bradley filed a timely notice of appeal, which we later converted, sua sponte, to a petition for writ of review pursuant to W.R.A.P. 13.

STANDARD OF REVIEW

[¶ 10] A settlement agreement is a contract and, therefore, subject to the same legal principles that apply to any contract. Matter of Estate of McCormick, 926 P.2d 360, 362 (Wyo.1996). Whether a contract has been formed is a question of fact. Shaw v. Smith, 964 P.2d 428, 435 (Wyo.1998). When, however, the terms of an oral contract are shown without conflict in the evidence, the interpretation thereof becomes a question of law for the courts. Wilder v. Cody Country Chamber of Commerce, 868 P.2d 211, 218 (Wyo.1994).

[¶ 11] On appeal, a judge's findings of fact, though not entitled to the great deference afforded a jury's determinations, will not be set aside unless clearly erroneous. Hopper v. All Pet Animal Clinic, Inc., 861 P.2d 531, 538 (Wyo.1993). "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." Hopper, at 538 (quoting United States v. United States Gypsum Co., 333 U.S. 364, 395, 68 S.Ct. 525, 542, 92 L.Ed. 746 (1948)).

[¶ 12] Our standard of review for any conclusion of law is de novo. If the lower court's conclusion is in accordance with the law, we affirm it; if it is not, we correct it. Anderson Highway Signs & Supply, Inc. v. Close, 6 P.3d 123, 124 (Wyo.2000); Parker Land & Cattle Co. v. Game & Fish Comm'n, 845 P.2d 1040, 1042 (Wyo.1993). The determination that a given agreement is within the statute of frauds...