Mountain Cement Co. v. Johnson

• Decision Date: 28 October 1994
• Docket Number: No. 93-227,93-227
• Citation: 884 P.2d 30
• Parties: MOUNTAIN CEMENT COMPANY, a Wyoming Joint Venture or Partnership, Appellant (Defendant), v. Millard C. JOHNSON and Deanna J. Johnson, Appellees (Plaintiffs).
• Court: Wyoming Supreme Court

Page 30

884 P.2d 30

MOUNTAIN CEMENT COMPANY, a Wyoming Joint Venture or Partnership, Appellant (Defendant), v. Millard C. JOHNSON and Deanna J. Johnson, Appellees (Plaintiffs).

No. 93-227.

Supreme Court of Wyoming.

Oct. 28, 1994.

Rehearing Denied Nov. 22, 1994.

Philip A. Nicholas and Stephen N. Goodrich, Nicholas Law Offices, Laramie, for appellant.

Cary R. Alburn, III, Laramie, for appellees.

Before GOLDEN, C.J., and THOMAS, CARDINE, ^* MACY, ^** and TAYLOR, JJ.

GOLDEN, Chief Justice.

Appellant Mountain Cement Company appeals from a partial summary judgment which terminated an easement across land belonging to Appellees Millard C. Johnson and Deanna J. Johnson.

We reverse the partial summary judgment to appellees and remand for further proceedings consistent with this opinion.

Mountain Cement presents this issue:

Partial Summary Judgment for appellees was improper because:

(1) if the December 31, 1981 Agreement and Easement is ambiguous then genuine issues of material fact exist and neither party is entitled to summary judgment; or

(2) if the Agreement and Easement is unambiguous the trial court has rewritten the agreement under the guise of interpretation and appellant rather than appellees is entitled to judgment as a matter of law.

Johnson restates the issue as:

Whether the District Judge correctly interpreted, that the December 31, 1981, Agreement and Easement was terminated by its own terms, because of the actions or inactions of Appellant or Appellant's predecessors in interest?

FACTS

Before 1981, Mountain Cement's predecessor, Monolith Portland Cement Company, owned the west half of Section 25, a parcel of land located south of Laramie, Wyoming, in Albany County. The east half of Section 25 was owned by Mrs. Johnson and her ex-husband, William Despain. Monolith had operated a quarry on the land it owned for a long period and later began operating a quarry east of the Section 25 land owned by the Despains. In 1981, Monolith took steps to secure access to the latter quarry. By limited warranty deed, Monolith conveyed the west half of Section 25 to the Despains reserving two roads to Monolith, a north-south road and an east-west road. At the same time, the Despains, by Agreement and Easement, granted Monolith an easement across the east half of Section 25. Monolith built a road across both sections of the land that connected the quarry east of Section 25 to its plant west of the land. The easement agreement set out royalty payments for material transported over the east-west road. The parties also signed a royalty sales agreement setting out royalty payments for the materials hauled in or out along the north-south road in the west one-half of the section.

In 1986, Mountain Cement acquired Monolith's interest and because of contested mining permits suspended most hauling on the easement road. Mountain Cement continued to pay the semi-annual minimum royalties, as provided for in the Agreement and Easement and contends it continued to use and maintain the road.

In 1992, the Despains divorced, and Mrs. Despain received Section 25. When she married Millard Johnson, both became owners

of Section 25 and began plans to subdivide the land. Mrs. Johnson notified Mountain Cement that she was terminating the easement across the east half of Section 25 for nonuse. She sought, and the district court granted in the form of a partial summary judgment, a declaratory judgment that the easement was terminated. The district court also granted a partial summary judgment in favor of Mountain Cement and ruled that its two rights of way located on the west half of Section 25 were not terminated. That ruling was not appealed.

DISCUSSION

Standard of Review

Summary judgment is proper only when there are no genuine issues of material fact and the prevailing party is entitled to judgment as a matter of law. WYO.R.CIV.P. 56(c). We review a summary judgment in the same light as the district court, using the same materials and following the same standards. "We examine the record from the vantage point most favorable to the party opposing the motion, and we give that party the benefit of all favorable inferences which may fairly be drawn from the record." Four Nines Gold, Inc. v. 71 Constr., Inc., 809 P.2d 236, 238 (Wyo.1991).

At issue in this case is the language of paragraphs two and four of the Agreement and Easement (document):

2. The said easement shall continue for so long a period as Grantee shall, in Grantee's sole discretion, require the road to enable Grantee to transport material to Grantee's aforementioned plant, and the said easement shall run with the land, and any subsequent conveyances of any interest in the land over and across which the said easement runs shall be subject to the said easement.

4. Grantee shall file for the record in the office of the County Clerk and ex-officio registrar of Deeds of the County of Albany, State of Wyoming, a release of the easement herein granted within thirty (30) days following the date on which Grantee has not used the road for one continuous twelve month period, and the failure of the Grantee to so file a release shall entitle Grantors, on demand made by them on Grantee, to be paid as liquidated damages for any and all loss occasioned Grantors by such failure the sum of Two Thousand and No/100 ($2,000.00) Dollars.

Grantee shall within a reasonable time following Grantee's non-use of the road for such continuous twelve month period re-seed the road and fill in and re-seed the borrow pits created in the construction and maintenance of the road.

Both parties agree the language of the contract is unambiguous. However, both offer completely different explanations of what that clear meaning supposedly is. Mountain Cement (grantee) contends the language of paragraph two clearly creates an easement terminable only at its sole discretion and claims paragraph four merely provides for damages if certain procedures do not occur following that termination. The Johnsons (grantor), however, contend that the paragraphs represent two methods of termination--one at Mountain Cement's discretion and one at the Johnsons' discretion if there is nonuse for a continuous twelve month period.

Our basic purpose in construing or interpreting a contract is to determine the intention and understanding of the parties. Rouse v. Munroe, 658 P.2d 74, 77 (Wyo.1983). In construing a written agreement, we must derive the meaning of the instrument from its language if the terms are clear and unambiguous. Tibbets v. P & M Petroleum Co., 744 P.2d 651, 652 (Wyo.1987). When the language is clear, we look no further than the four corners of a contract to determine the intent of the parties. Id. at 652. "The contract as a whole should be considered, with each part being read in light of all other parts." Rouse, at 77. If the terms are clear, then it falls within the province of the court to construe the instrument as a matter of law. Tibbets, at 653.

Mindful that the document should be considered as a whole with the parts fitted harmoniously, it appears that each of these paragraphs has a different principal object. The principal object of paragraph two is to describe the nature and term of the easement i.e., "The said easement shall continue for so long a period as Grantee shall, in Grantee's sole discretion, require the road to enable Grantee to transport material * * * and the said easement shall run with the land * * *." In other words, this language describes the easement as one of indefinite duration solely within the grantee's power to determine.

Paragraph four, on the other hand, has as its principal object simply the method by which the grantee will effect the release of the easement and the consequences flowing from the grantee's failure to use that method. Also, under this provision, the easement-releasing grantee is obligated to re-seed the easement area. In this context, the parties have identified a point in time to be used as a reference point for the effectuation of the objects, viz., the grantee shall file the easement release "within thirty days following the date on which grantee has not used the...