Raymond v. Steen, No. 93-64

CourtUnited States State Supreme Court of Wyoming
Writing for the CourtBefore GOLDEN; THOMAS
Citation882 P.2d 852
Docket NumberNo. 93-64
Decision Date03 October 1994
PartiesJames K. RAYMOND, Appellant (Plaintiff), v. Donald M. STEEN; and Schaub & Gueck Enterprises, Inc., a Nebraska corporation, Appellees (Defendants).

Page 852

882 P.2d 852
James K. RAYMOND, Appellant (Plaintiff),
v.
Donald M. STEEN; and Schaub & Gueck Enterprises, Inc., a Nebraska corporation, Appellees (Defendants).
No. 93-64.
Supreme Court of Wyoming.
Oct. 3, 1994.

Page 853

Michael E. Warren, Sawyer & Warren, Torrington, and Donn C. Raymond, Gering, NE, for appellant.

James A. Eddington, Jones, Eddington & Weaver, Torrington, for appellees.

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

THOMAS, Justice.

The resolution of this case requires the application of our rules relating to summary judgment to the claim of James K. Raymond (Raymond) that he is entitled to have a description of certain lands in a contract for the sale of land reformed because of mutual mistake of fact. The land Raymond claims was incorrectly described was the subject of a right of first refusal by Raymond. In disposing of the case by summary judgment, the district court ruled the seller, Donald M. Steen (Steen), had not received a bona fide offer from a third party, and Raymond's right of first refusal never ripened into an

Page 854

option to purchase. The district court also ruled there was no mutual mistake, nor was there a meeting of the minds between Steen and Raymond prior to the execution of the written contract. The decision of the district court held no genuine issues of fact existed as to either of its alternative rulings, and Steen and Schaub & Gueck Enterprises, Inc. (S & G) (the present record owner of the land) were entitled to judgment as a matter of law. We hold the record does disclose genuine issues of fact with respect to: the substantive law of mutual mistake; the concept of a meeting of the minds prior to the formalization of the contract in writing; and whether Steen's conveyance to S & G was intended to evade Raymond's right of first refusal. We reverse and remand the case for further proceedings.

Raymond, in his Brief of Appellant, states the issues in this way:

Was summary judgment properly granted by the lower court on the grounds that:

a. There was no genuine issue of fact as to a mutual mistake or that a meeting of the minds existed between plaintiff and defendant Steen prior to the written contract.

b. That since a purchase price was never conveyed by Steen to plaintiff, the plaintiff's first right of refusal could not ripen into an option to purchase.

Steen and S & G say in the Brief of Appellees that the issues are:

1. Did the lower court correctly find that there were no genuine issues of fact in that defendant Don Steen (hereinafter "Steen") never received a bona fide offer from a third party, never conveyed any offer or purchase price to the plaintiff and plaintiff's first right of refusal never ripened into an option to purchase defendant Steen's real estate?

2. Did the lower court correctly grant defendants' summary judgment on plaintiff's claim for Reformation of Contract?

The original transaction that leads to the issues here involved the purchase by Raymond of 120 acres of land from Steen. The purchase of that tract of land was negotiated between Raymond and Steen's real estate agent. The contract was reduced to writing after its negotiation and, on February 14, 1987, Raymond and Steen executed the contract, which was entitled "AGREEMENT" and included the following paragraph:

13. FIRST RIGHT OF REFUSAL: 1 It is further agreed that in the event the Seller should receive a bona fide offer from a third party to purchase the following-described property, to-wit:

Township 22 North, Range 62 West of the 6th P.M. Goshen County, Wyoming

Section 28: W 1/2SW 1/4NE 1/4

the terms of which are acceptable to Purchaser, on or before December 19, 1987, the Seller agrees to grant and give to the Purchaser the first right to purchase said property upon the same and identical terms and Purchaser shall have a period of ten (10) days from and after receipt of such notice from the Seller in which to accept the same in writing. This first right of refusal or to purchase shall automatically terminate and be cancelled as of December 19, 1997. 2

In bringing this action, Raymond's fundamental contention is that the property subject to the right of first refusal 3 should have

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been described in Paragraph 13 as the SW 1/4NW 1/4NE 1/4 and the NW 1/4SW 1/4NE 1/4, all in Section 28. The record discloses that the property to which Raymond wanted the right of first refusal to apply has peculiar value for purposes of a wild goose hunting pit adjacent to the Bump-Sullivan Reservoir in Goshen County used to take Canada geese.

A review of the contentions of the parties is an appropriate prelude to the resolution of the issues. Raymond essentially argues genuine issues of material fact are present in this case that make summary judgment inappropriate. He sought reformation of the legal description relating to the twenty acres of land to which he held a right of first refusal. To establish a meeting of the minds concerning the property purported to be subject to that right of first refusal, he relies upon the apparent authority of the real estate agent and asserts the contract, as drafted and executed, contained a mutual mistake of fact involving the correct description. Raymond then contends Steen breached the contract. His prayer is for specific performance and damages for lost profits. Further, he claims tortious interference with the contract by Steen's co-defendant, S & G.

Raymond's arguments are countered by Steen and S & G. Their position is that Steen never received a bona fide offer from a third party to purchase any twenty acres subject to Raymond's right of first refusal; Steen never received any purchase price for the subject property; and Raymond failed to accept offers to sell him the property. In addition, Steen and S & G argue that Raymond did not pay consideration for the right of first refusal; Raymond is bound by the terms of his written contract with Steen; the only mistake was Raymond's unilateral mistake, which is not sufficient for reformation of the contract; and there was never a meeting of the minds between Steen and Raymond with respect to the twenty acres that was to be subject to the right of first refusal, except for the twenty acres described in the written agreement. Furthermore, Steen and S & G contend Steen had no knowledge of any provision for a right of first refusal until he came to the closing to execute the February 14, 1987 agreement; Steen did not agree with Raymond to include the claimed property as the real property subject to the right of first refusal, and Raymond was inexcusably negligent in executing the agreement on February 14, 1987, which contains the alleged misdescription.

The record...

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17 practice notes
  • Shaw v. Smith, No. 97-236
    • United States
    • United States State Supreme Court of Wyoming
    • September 28, 1998
    ...evidence that the terms of the alleged contract were adequately certain and definite to find a "meeting of the minds." Raymond v. Steen, 882 P.2d 852, 856 (Wyo.1994); Lavoie, 840 P.2d at 248. Shaw testified Smith told her they were "equal" partners in the relationship and that "half of ever......
  • Snyder v. Lovercheck, No. 98-186
    • United States
    • United States State Supreme Court of Wyoming
    • December 13, 1999
    ...cause of action or defense asserted by the parties.'" 40 North Corp. v. Morrell, 964 P.2d 423, 426 (Wyo.1998) (quoting Raymond v. Steen, 882 P.2d 852, 856 (Wyo.1994); Kilmer v. Citicorp Mortg. Inc., 860 P.2d 1165, 1167 (Wyo.1993); and Wagner v. First Wyoming Bank, N.A. Laramie, 784 P.2d 224......
  • Mcmurry Const. v. Community First Ins., No. 06-271.
    • United States
    • United States State Supreme Court of Wyoming
    • June 15, 2007
    ...in the subsequently written instrument.7 Whether or not that initial agreement was reached is a question of fact. Raymond v. Steen, 882 P.2d 852, 856 [¶ 20] The present question is not whether this builder's risk policy should be reformed. Rather, the present question is whether McMurry Con......
  • McNeill Family Trust v. Centura Bank, No. 02-43
    • United States
    • United States State Supreme Court of Wyoming
    • January 8, 2003
    ...produced by the fraudulent or inequitable conduct of the other party. Givens v. Fowler, 984 P.2d 1092, 1096 (Wyo.1999); Raymond v. Steen, 882 P.2d 852, 855 (Wyo.1994); 27A Am.Jur.2d Equity § 12 (1996). Following these acts of misfeasance, Centura attempted to strong-arm the McNeill Trust in......
  • Request a trial to view additional results
17 cases
  • Shaw v. Smith, No. 97-236
    • United States
    • United States State Supreme Court of Wyoming
    • September 28, 1998
    ...evidence that the terms of the alleged contract were adequately certain and definite to find a "meeting of the minds." Raymond v. Steen, 882 P.2d 852, 856 (Wyo.1994); Lavoie, 840 P.2d at 248. Shaw testified Smith told her they were "equal" partners in the relationship and that "half of ever......
  • Snyder v. Lovercheck, No. 98-186
    • United States
    • United States State Supreme Court of Wyoming
    • December 13, 1999
    ...cause of action or defense asserted by the parties.'" 40 North Corp. v. Morrell, 964 P.2d 423, 426 (Wyo.1998) (quoting Raymond v. Steen, 882 P.2d 852, 856 (Wyo.1994); Kilmer v. Citicorp Mortg. Inc., 860 P.2d 1165, 1167 (Wyo.1993); and Wagner v. First Wyoming Bank, N.A. Laramie, 784 P.2d 224......
  • Mcmurry Const. v. Community First Ins., No. 06-271.
    • United States
    • United States State Supreme Court of Wyoming
    • June 15, 2007
    ...in the subsequently written instrument.7 Whether or not that initial agreement was reached is a question of fact. Raymond v. Steen, 882 P.2d 852, 856 [¶ 20] The present question is not whether this builder's risk policy should be reformed. Rather, the present question is whether McMurry Con......
  • McNeill Family Trust v. Centura Bank, No. 02-43
    • United States
    • United States State Supreme Court of Wyoming
    • January 8, 2003
    ...produced by the fraudulent or inequitable conduct of the other party. Givens v. Fowler, 984 P.2d 1092, 1096 (Wyo.1999); Raymond v. Steen, 882 P.2d 852, 855 (Wyo.1994); 27A Am.Jur.2d Equity § 12 (1996). Following these acts of misfeasance, Centura attempted to strong-arm the McNeill Trust in......
  • Request a trial to view additional results

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