James v. James

• Decision Date: 20 August 2021
• Docket Number: S-20-0272
• Parties: ROBERT E. JAMES and NAOMI R. JAMES, Appellants (Plaintiffs), v. GERALD C. JAMES and GLADYS M. WINKEL, Appellees (Defendants).
• Court: Wyoming Supreme Court

2021 WY 96

ROBERT E. JAMES and NAOMI R. JAMES, Appellants (Plaintiffs), v. GERALD C. JAMES and GLADYS M. WINKEL, Appellees (Defendants).

No. S-20-0272

Supreme Court of Wyoming

August 20, 2021

Appeal from the District Court of Carbon County The Honorable Dawnessa A. Snyder, Judge

Representing Appellants: Antonio E. Bendezu, Pelton Creek Law, LLC, Fort Collins, Colorado.

Representing Appellees: Jason M. Tangeman, Nicholas &amp Tangeman, LLC, Laramie, Wyoming; Kelly M. Neville, Brown & Hiser, LLC, Laramie, Wyoming. Argument by Mr. Tangeman.

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

DAVIS JUSTICE.

[¶1] Plaintiffs Robert and Naomi James filed a complaint asserting multiple claims against Defendants Gladys Winkel and Gerald James, including a claim to quiet title to real property located in Saratoga, Wyoming. Defendant James answered and counterclaimed for ejectment of Plaintiffs from the property trespass damages, and a declaratory judgment quieting title in his favor. Defendant Winkel answered separately and counterclaimed for a declaratory judgment quieting title in Defendant James' favor.

[¶2] On cross-motions for summary judgment, the district court denied Plaintiffs' motion for partial summary judgment. Plaintiffs' motion asserted the doctrine of equitable conversion as a basis to quiet title in their favor, and the court denied it on the ground that Plaintiffs failed to timely plead a claim for relief under the doctrine. The court granted summary judgment to Defendant James on his quiet title claim, and it granted both Defendants summary judgment on Plaintiffs' remaining claims. It thereafter held a trial on Defendant James' damages and entered a judgment and order awarding damages.

[¶3] Plaintiffs appeal the summary judgment rulings on their claims for equitable conversion, specific performance, breach of contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel. We affirm.

ISSUES

[¶4] The dispositive issues on appeal are:

1. Did the district court err in ruling on summary judgment that Plaintiffs could not maintain a claim for equitable conversion because they failed to timely plead it?

2. Did genuine issues of material fact preclude the district court's grant of summary judgment to Defendants on Plaintiffs' claims for specific performance, breach of contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel?

FACTS

[¶5] In 2015, Gladys Winkel and Marie Tatum listed property that they owned as joint tenants with rights of survivorship for sale. The property was located in Saratoga, Wyoming, and consisted of fourteen lots and several buildings, including seven houses.

[¶6] Plaintiffs Robert and Naomi James wanted to purchase the property, and they asked Robert's father, Defendant Gerald James, to find out the lowest price Ms. Winkel and Ms Tatum would accept for it.^[1] Gerald had known Ms. Winkel and Ms. Tatum for years and agreed to do so. Robert and Naomi thereafter made an offer on the property, and when they were unable to obtain financing, Ms. Winkel and Ms. Tatum agreed to sell the property to them by contract for deed.

[¶7] On November 27, 2015, Ms. Winkel and Ms. Tatum entered into the contract for deed with Robert and Naomi, and notice of the contract was recorded on December 29, 2015.^[2] The contract for deed set a purchase price of $220, 000, and it required no down payment or payment of interest, but it did require a lump-sum payment of $40, 000 upon the sale of other real property Robert and Naomi owned. The following provisions are relevant to this dispute:

2. PURCHASE PRICE AND TERMS

The purchase price of the property shall be $220, 000 (Two Hundred and Twenty Thousand). The purchaser does hereby agree to pay to the order of the Seller the sum of $40, 000 (Forty Thousand) upon the sale of the property they own at 805 Rochester, Saratoga, Wyoming. The purchasers' property will remain for sale on the real estate market until sold. The balance of $180, 000 (One Hundred and Eighty Thousand) being due and payable as follows:

Balance payable in 180 monthly installments of $1000 Dollars (One Thousand) each, with the first installment being due and payable on the 1^st day of January, 2016 and a like payment on the first day of each month thereafter until the 1^st day of December, 2030, when the final payment shall be due. No interest.

* * * *

4. SECURITY

This contract shall stand as security of the payment of the obligations of the Purchaser.

5. MAINTENANCE OF IMPROVEMENTS

All improvements on the property, including, but not limited to, buildings, trees or other improvements now on the premises, or hereafter made or placed thereon, shall be a part of the security for the performance of this contract and shall no[t] be removed therefrom. Purchaser shall not commit, or suffer any other person to commit, any waste or damage to said premises or the appurtenances and shall keep the premises and all improvements in as good condition as they are now.

* * * *

7. POSSESSION OF PROPERTY

Purchaser shall take possession of the property and all improvements thereon upon the execution of this contract [a]nd shall continue in the peaceful enjoyment of the property so long as all payments due under the terms of this contract are timely made. Purchaser agrees to keep the property in a good state of repair and in the event of termination of this contract, purchaser agrees to return the property to the seller in substantially the same condition as it now exists, ordinary wear and tear excepted. Seller reserves the right to inspect the property at any time with notice to the Purchaser.

8. TAXES, INSURANCE AND ASSESSMENTS

Purchaser shall pay all taxes and assessments levied against the property. Purchaser shall be solely responsible for obtaining any insurances.

9. DEFAULT

If the purchaser shall fail to perform any of the covenants or conditions contained in this contract on or before the date on which the performance is required, the Seller shall give the Purchaser notice of default or performance, stating the Purchaser is allowed 30 days from the date of the Notice to cure the default or performance. In the event the default or failure of performance is not cured within the 30 (thirty) day time period, then Seller shall have the following remedy, in the discretion of seller:

Give the Purchaser a written notice specifying the failure to cure the default and informing the Purchaser that if the default continues for a period of an additional 30 (thirty) days after service of the notice of failure to cure, that without further notice, this contract shall stand cancelled and seller may regain possession of the property as provided herein.

In the event of default and termination of the contract by seller, Purchaser shall forfeit any and all payments made under the terms of this contract including taxes and assessments as liquidated.

The parties expressly agree that in the event of default not cured by the Purchaser and termination of this agreement, and Purchaser fails to vacate the premises, Seller shall have the right to obtain possession by appropriate court action.

10. DEED AND EVIDENCE OF TITLE

Upon total payment of the purchase price, Seller agrees to deliver to Purchaser a Warranty Deed to the subject property, a[t] Sellers [sic] expense, free and clear of any liens or encumbrances other than taxes and assessments for the current year. Title insurance on the subject property will be provided by the Seller at this time.

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14. CONVEYANCE

The seller reserves the right to convey, his or her interest in the above described land and such conveyance hereof shall be subject to the terms of this agreement.

15. ENTIRE AGREEMENT

This agreement embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated herein. All prior or contemporaneous agreements, understandings, representations, oral or written, are merged into this Agreement.

16. AMENDMENT - WAIVERS

This agreement shall not be modified, or amended except by an instrument in writing signed by all parties.

[¶8] On September 14, 2018, Marie Tatum passed away, and Ms. Winkel recorded an affidavit of survivorship to terminate the joint tenancy, which caused legal title to vest in her alone. Robert and Naomi thereafter continued to make their required $1, 000 per month payments and did so through early April 2019. As of the April 2019 monthly payment, they had paid $40, 000 toward the property's purchase.

[¶9] In April 2019, Robert and Naomi's other property sold, and on April 22, Robert and Naomi delivered a check to Ms. Winkel in the amount of $40, 000 to satisfy the lump-sum payment required under the contract for deed. The parties disagree as to their conversations concerning that lump-sum payment.

[¶10] Naomi attested that in a conversation in early April 2019, Ms. Winkel told her that once she received the $40, 000 lump-sum payment, she did not want any further payments and would deed the property to Robert and Naomi. Robert attested that Ms. Winkel told him essentially the same thing in early April, and again on April 22 when they delivered the lump-sum payment.

[¶11] Ms. Winkel denied that she ever told Robert and Naomi that she was gifting them the entire remaining $140, 000 balance of the purchase price. She attested:

I informed [Naomi] that I intended to gift Plaintiffs a credit of $30, 000 towards the balance owed under the Contract for Deed and have the remaining balance of $110, 000 paid to Defendant Gerald James, his brother, and a friend as a gift to these three individuals. I wanted to make this gift to the three individuals in memory of service they gave to Marie Tatum and also so my

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