Nuhome Investments, LLC v. Weller

• Decision Date: 31 December 2003
• Docket Number: No. 02-254.,02-254.
• Citation: 81 P.3d 940,2003 WY 171
• Parties: NUHOME INVESTMENTS, LLC, a South Dakota Limited Liability Company, Appellant (Plaintiff), v. Russell E. WELLER, Jr. and Elizabeth C. Weller, husband and wife, Appellees (Defendants).
• Court: Wyoming Supreme Court

81 P.3d 940

2003 WY 171

NUHOME INVESTMENTS, LLC, a South Dakota Limited Liability Company, Appellant (Plaintiff), v. Russell E. WELLER, Jr. and Elizabeth C. Weller, husband and wife, Appellees (Defendants).

No. 02-254.

Supreme Court of Wyoming.

December 31, 2003.

Representing Appellant: Colin M. Simpson of Simpson, Kepler & Edwards, LLC, Cody, WY. Argument by Mr. Simpson.

Representing Appellees: Thomas C. Bancroft, Worland, WY. Argument by Mr. Bancroft.

Before HILL, C.J., and GOLDEN, LEHMAN, KITE, and VOIGT, JJ.

LEHMAN, Justice.

[¶ 1] NuHome Investments, LLC (NuHome) appeals the district court order granting summary judgment in favor of Russell E. and Elizabeth C. Weller (the Wellers). The district court granted the Wellers' motion for summary judgment finding that the contract on which NuHome sued provided for a one-year period of limitation. The complaint was not filed within one year of the alleged breach, thus the action was time barred. The district court additionally found that NuHome could not assert an unjust enrichment claim because it did not provide the Wellers with any goods or services and it had not been assigned the right to an unjust enrichment claim. We affirm.

ISSUES

[¶ 2] NuHome asserts four issues on appeal:

1. The one-year statute of limitations contained in Paragraph 14 of the Parties' contract is not enforceable in the State of Wyoming, or any other governing jurisdiction.[¹]

2. If the provisions of Paragraph 14 of the Parties' contract are controlling, [the Wellers] did not establish that no material facts exist as to the date of the breach of the contract.

3. [The Wellers] reaffirmed the contract in 2001 which began the statute of limitations anew.

4. Unjust enrichment was an available remedy for [NuHome] under the undisputed facts in this case.

The Wellers present two issues:

1. Did the district court commit error when it concluded that a one year statute of limitations, which was written into a modular home purchase contract by the seller, is enforceable against Nuhome, the assignee of the seller?

2. Did the district court commit error when it concluded that Nuhome, which provided no services or materials to the Wellers, had no right to pursue an unjust enrichment claim against the Wellers?

FACTS

[¶ 3] The Wellers entered into a contract with Trails West Builders (Trails West) on January 26, 1999. Bruce Massey (Massey) signed the contract on behalf of Trails West. The contract provided for the purchase, delivery, and setup of a manufactured home on the Wellers' property in Park County, Wyoming. Additionally included in the contract was an agreement for the construction of a crawl space, two covered decks, and a garage. Under the contract the Wellers were to make a down payment, with the balance of the purchase price to be paid to Trails West no later than fourteen days after "notice of completion" of the home. The contract consisted of a pre-printed form and three addendums and contained the following language:

14. ONE-YEAR PERIOD OF LIMITATION. I understand and agree that—if either of us should breach this contract— the other of us shall have only one year, after the occurrence of that breach, in which to commence an action for a breach of this contract.

[¶ 4] The home was delivered to the Weller site on March 12, 1999. Many problems arose with the completion of the home. After delivery, the home was not promptly assembled, which allowed rain and snow to enter the home and cause considerable damage. Foundation problems resulted in a low corner of the house. Additionally, there were buckled siding, defects in the oven, incorrectly installed water pipes, the roof leaked, and various other problems. In addition to the problems with the home, Massey had problems with his financing which increased the time of construction. These problems eventually resulted in the Wellers and Massey agreeing to a fourth addendum to the contract. Under this change, the Wellers agreed that they, instead of Massey, would pay all the subcontractors for the services rendered and also pay for the materials as the job progressed. These amounts would then be credited to the final contract at closing. The Wellers paid the down payment and various other amounts to Massey but, because of the fourth addendum, paid him nothing after February 2, 1999.

[¶ 5] NuHome became involved in this situation in June of 1999. NuHome had loaned money to Massey so that he could purchase the manufactured home he sold to the Wellers. On June 4, 1999, Massey assigned to NuHome all proceeds under the contract. Accordingly, in June of 1999, NuHome's attorney contacted the Wellers' attorney and demanded that the Wellers pay any money that they owed to Massey directly to NuHome. On June 23, 1999, the Wellers sent a letter indicating that a new contractor had been found and that work was still to be done but that an accounting would be provided when finished.

[¶ 6] Additional correspondence was exchanged between the Wellers and NuHome during the summer of 1999, some of it questioning the assignment. Eventually, Massey provided another assignment to NuHome entitled an "assignment of rights," which was dated October 7, 1999. This second assignment assigned to NuHome "all right, title and interest of the undersigned in and to that certain contract and agreement." In a letter dated November 11, 1999, the Wellers stated that they would not provide an accounting and that NuHome had no recourse against them. The Wellers' home was completed on November 30, 1999, and the Wellers never provided an accounting to NuHome. Communications between NuHome and the Wellers ceased following the November 11, 1999 letter until August of 2001 at which time NuHome sent a letter threatening litigation. NuHome then filed its complaint on September 21, 2001.

STANDARD OF REVIEW

[¶ 7] Our standard of review for summary judgment is well known.

Summary judgment is appropriate when no genuine issue as to any material fact exists and the prevailing party is entitled to have a judgment as a matter of law. Eklund v. PRI Environmental, Inc., 2001 WY 55, ¶ 10, 25 P.3d 511, ¶ 10 (Wyo. 2001); see also W.R.C.P. 56(c). A genuine issue of material fact exists when a disputed fact, if it were proven, would have the effect of establishing or refuting an essential element of the cause of action or defense that has been asserted by the parties. Williams Gas Processing-Wamsutter Co. v. Union Pacific Resources Co., 2001 WY 57, ¶ 11, 25 P.3d 1064, ¶ 11 (Wyo.2001). We examine the record from the vantage point most favorable to the party who opposed the motion, and we give that party the benefit of all favorable inferences that may fairly be drawn from the record. Id. We evaluate the propriety of a summary judgment by employing the same standards and by using the same materials as were employed and used by the lower court. Scherer Constr., LLC v. Hedquist Constr., Inc., 2001 WY 23, ¶ 15, 18 P.3d 645, ¶ 15 (Wyo.2001). We do not accord any deference to the district court's decisions on issues of law. Id.

Trabing v. Kinko's, Inc., 2002 WY 171, ¶ 8, 57 P.3d 1248,

¶ 8 (Wyo.2002).

DISCUSSION

[¶ 8] First, NuHome argues that the one-year period of limitation set forth by the contract is unenforceable in Wyoming or any other governing state as a matter of public policy.² We begin by noting that in Wyoming we "recognize the basic right of persons, real and artificial, to freely enter into contracts." Roussalis v. Wyoming Med. Ctr., Inc., 4 P.3d 209, 245 (Wyo.2000) (quoting Sinclair Oil Corp. v. Columbia Cas. Co., 682 P.2d 975, 978 (Wyo.1984)). We therefore generally must be cautious in resolving issues involving agreed upon contract provisions and arguments that these provisions violate public policy. Roussalis, 4 P.3d at 245.

Our reluctance to redraw or nullify the provisions of a contract made by competent parties draws strength from the eloquent statement from the United States Supreme Court which we favorably quoted in Sinclair Oil Corp.:

The right of private contract is no small part of the liberty of the citizen, and that the usual and most important function of courts of justice is rather to maintain and enforce contracts, than to enable parties thereto to escape from their obligation on the pretext of public policy, unless it clearly appear that they contravene public right or the public welfare. It was well said by Sir George Jessel, M.R., in Printing & Co. v. Sampson, L.R. 19 Eq. 465: "It must not be forgotten that you are not to extend arbitrarily those rules which say that a given contract is void as being against public policy, because if there is one thing which more than another public policy requires it is that men of full age and competent understanding shall have the utmost liberty of contracting, and that their contracts, when entered into freely and voluntarily, shall be held sacred, and shall be enforced by courts of justice. Therefore, you have this paramount public policy to consider—that you are not lightly to interfere with this freedom of contract."

[Sinclair Oil Corp. v. Columbia Cas. Co., 682 P.2d 975, 978-79 (Wyo.1984) ] (quoting Baltimore & Ohio Southwestern Railway Co. v. Voigt, 176 U.S. 498, 505, 20 S.Ct. 385, 387, 44 L.Ed. 560, 565 (1900)).

Roussalis, 4 P.3d at 245.

[¶ 9] This court has often showed its commitment to uphold the right of competent parties to freely contract for various provisions. For instance, under appropriate circumstances we allow parties the freedom to contract for forum selection clauses, choices of law clauses, and we rarely get involved in the adequacy of consideration. See Durdahl v. Nat'l Safety Assocs., Inc., 988 P.2d 525, 527-28 (Wyo.1999); Resource Technology Corp. v. Fisher Scientific Co., 924 P.2d 972, 975 (Wyo.1996); Brodie v. General Chem. Corp., 934 P.2d 1263, 1268 (Wyo.1997). In particular, when considering forum selection clauses, after discussing how most courts today approach such clauses, we adopted...