Rogers v. Wright

• Decision Date: 22 January 2016
• Docket Number: No. S–15–0127.,S–15–0127.
• Citation: 366 P.3d 1264
• Parties: Leon N. ROGERS and Brenda K. Rogers, Appellants (Plaintiffs), v. Jeffrey WRIGHT, JWright Development, LLC, and JWright Companies, Inc., Appellees (Defendants).
• Court: Wyoming Supreme Court

366 P.3d 1264

Leon N. ROGERS and Brenda K. Rogers, Appellants (Plaintiffs),

v.Jeffrey WRIGHT, JWright Development, LLC, and JWright Companies, Inc., Appellees (Defendants).

No. S–15–0127.

Supreme Court of Wyoming.

Jan. 22, 2016.

Representing Appellants: Michael Stulken, Green River, Wyoming.

Representing Appellees: Jason H. Robinson of Babcock Scott & Babcock, P.C., Salt Lake City, Utah.

Before BURKE, C.J., and HILL, DAVIS, FOX, and KAUTZ, JJ.

KAUTZ, Justice.

[¶ 1] In the summer of 2009, Leon N. and Brenda K. Rogers purchased a home in Evanston, Wyoming, from Jeffrey Wright (Mr. Wright). After the Rogers discovered several defects in the home, they sued Mr. Wright, JWright Development, LLC (JWright Development), and JWright Companies, Inc. (JWright Companies) (collectively referred to as the JWright defendants) alleging breach of contract, negligence, breach of warranty, and negligent and intentional misrepresentation.¹ The district court granted summary judgment in favor of the JWright defendants, and the Rogers appeal that order on several grounds. We affirm in part and reverse in part.

ISSUES

[¶ 2] The Rogers raise four issues in this appeal:

1. Whether the district court erred when it granted summary judgment in favor of Mr. Wright on the breach of contract claim.

2. Whether the district court erred when it granted summary judgment in favor of the JWright defendants on the intentional misrepresentation claim.

3. Whether the district court erred when it granted summary judgment in favor of the JWright defendants on the negligence claim.

4. Whether the district court erred when it granted summary judgment in favor of JWright Development on the breach of warranty claim.

FACTS

[¶ 3] On July 8, 2009, the Rogers contracted to buy a home from Mr. Wright that was built in early 2009. The other JWright Defendants were not parties to the contract. The terms of the contract included a representation by Mr. Wright that "[t]here are no known violations of applicable city, county and/or state subdivision, zoning, building and/or public health codes, ordinances, laws, rules and regulations[.]" In the contract, the Rogers acknowledged they were "not relying upon any representations of [Mr. Wright] or [Mr. Wright's] Agents or representatives as to any condition which [the Rogers] deem to be material to [the Rogers'] decision to purchase this property[.]" The contract gave the Rogers the right to have inspections performed and provide Mr. Wright with written notice of any defects to the property that he would be responsible for repairing; otherwise, the Rogers were accepting the property in " ‘as is, where is' " condition without any implied or express warranty by [Mr. Wright] or by any Broker". Although the Rogers allege an inspection performed before closing indicated problems with the residence, it does not appear the inspection was incorporated into the contract or given to Mr. Wright before the closing.

[¶ 4] Soon after closing on and moving into the house, the Rogers discovered several problems, including cracks in the walls, basement floor, and foundation; leaks in the foundation; improper grading; and the lack of a final electrical inspection of the home. The Rogers attempted to assert a claim on the warranty they allege they received from the JWright defendants. Mr. Wright contacted various professionals to investigate the problems and sent employees (presumably from JWright Development and/or JWright Companies) to the house to make repairs. However, when the JWright defendants did not complete the requested repairs, the Rogers filed a lawsuit alleging breach of contract, negligence, breach of warranty, intentional misrepresentation, and negligent misrepresentation against all of the JWright defendants.

[¶ 5] The JWright defendants filed a motion for summary judgment requesting the district court dismiss Mr. Wright and JWright Companies from the breach of warranty claim and all JWright defendants from the remaining claims. The district court granted the motion, specifically finding: 1) the Rogers purchased the home in "as is" condition and, therefore, their claim for breach of contract is dismissed; 2) Mr. Wright and JWright Companies were not parties to the warranty and, therefore, the breach of warranty claim against them is dismissed; and 3) the Rogers cannot show they relied upon any representations made by the JWright defendants and, therefore, the claims for negligent misrepresentation, intentional misrepresentation, and negligence are dismissed.

[¶ 6] Thereafter, the JWright defendants filed an amended motion for summary judgment requesting that JWright Development also be dismissed from the breach of warranty claim. The district court granted the amended motion after determining the contract expressly stated that no warranty existed and there is no evidence that the Rogers provided any consideration to JWright Development for a warranty after the fact.

STANDARD OF REVIEW

[¶ 7] We review summary judgment orders de novo. In doing so:

[w]e review a summary judgment in the same light as the district court, using the same materials and following the same standards. Snyder v. Lovercheck, 992 P.2d 1079, 1083 (Wyo.1999) ; 40 North Corp. v. Morrell, 964 P.2d 423, 426 (Wyo.1998). 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 that may fairly be drawn from the record. Id. A material fact is one which, if proved, would have the effect of establishing or refuting an essential element of the cause of action or defense asserted by the parties. Id. If the moving party presents supporting summary judgment materials demonstrating no genuine issue of material fact exists, the burden is shifted to the non-moving party to present appropriate supporting materials posing a genuine issue of a material fact for trial Roberts v. Klinkosh, 986 P.2d 153, 155 (Wyo.1999) ; Downen v. Sinclair Oil Corp., 887 P.2d 515, 519 (Wyo.1994).

Inman v. Boykin, 2014 WY 94, ¶ 20, 330 P.3d 275, 281 (Wyo.2014).

DISCUSSION

Breach of Contract Claim

[¶ 8] First, it is worth noting that the Rogers had originally brought a breach of contract claim against all of the JWright defendants. On appeal, however, the Rogers have limited the issue to whether the district court erred when it granted summary judgment in favor of Mr. Wright on the breach of contract claim.² Additionally, the Rogers do not appear to dispute the district court's conclusion that Mr. Wright did not breach the contract due to the "as is" clause in the contract. Instead, the Rogers assert there are material facts separate from the "as is" clause the district court failed to consider in reaching its conclusion. The Rogers specifically point out that the contract included a representation from Mr. Wright that there were no "known violations of applicable city, county, and/or state subdivision, zoning, building or public health codes, ordinances, laws, rules and regulations." The Rogers argue there were several code and ordinance violations, including that the house was not built on natural soil or engineered fill, a final electrical inspection was not conducted, and the builder did not reside on the property for two years after construction. The Rogers maintain these violations are material facts supporting a conclusion that Mr. Wright breached the contract. We disagree.

[¶ 9] When interpreting a contract, we begin by analyzing the document's plain language:

[T]he words used in the contract are afforded the plain meaning that a reasonable person would give to them. Doctors' Co. v. Insurance Corp. of America, 864 P.2d 1018, 1023 (Wyo.1993). When the provisions in the contract are clear and unambiguous, the court looks only to the "four corners" of the document in arriving at the intent of the parties. Union Pacific Resources Co. [v. Texaco ], 882 P.2d [212,] 220 [ (Wyo.1994) ]; Prudential Preferred Properties [v. J and J Ventures ], 859 P.2d [1267,] 1271 [ (Wyo.1993) ]. In the absence of any ambiguity, the contract will be enforced according to its terms because no construction is appropriate. Sinclair Oil Corp. v. Republic Ins. Co., 929 P.2d 535, 539 (Wyo.1996).

Claman v. Popp, 2012 WY 92, ¶ 26, 279 P.3d 1003, 1013 (Wyo.2012) (quoting Hunter v. Reece, 2011 WY 97, ¶ 17, 253 P.3d 497, 502 (Wyo.2011) ) (alteration in original).

[¶ 10] The terms of the contract are clear and unambiguous. Section X.A.1 of the contract states:

A. Seller [Mr. Wright] represents that upon execution of this Contract:

1. There are no known violations of applicable city, county and/or state subdivision, zoning, building and/or public health codes, ordinances, laws, rules and regulations and any recorded covenants in force and effect as of that date[.]

Under the plain language of the contract, a breach does not occur simply because a violation of an applicable code, ordinance, law, rule, or regulation exists. Instead, the terms of the contract are concerned with Mr. Wright's knowledge, and a breach cannot occur unless Mr. Wright knew that a violation of an applicable code, ordinance, law, rule or regulation existed at the time the parties executed the contract.

[¶ 11] "A genuine issue of material fact exists when a disputed fact, if it were proven, would establish or refute an essential element of a cause of action or a defense that the parties have asserted." Throckmartin v. Century 21 Top Realty, 2010 WY 23, ¶ 12, 226 P.3d 793, 798 (Wyo.2010) (quoting Christensen v. Carbon County, 2004 WY 135, ¶ 8, 100 P.3d 411, 413 (Wyo.2004) ). The fact that a code violation existed is not material because the Rogers cannot establish a breach of Section X.A.1 based on that fact alone. Instead, it is Mr. Wright's knowledge of such a violation that would be material. The Rogers have not made any allegations or even suggested that Mr. Wright knew of any violations at the time the parties executed the contract. The Rogers failed to present any fact in...