Saulcy Land Co. v. Jones
| Decision Date | 02 July 1999 |
| Docket Number | No. 98-106, No. 98-107. |
| Citation | 983 P.2d 1200 |
| Parties | SAULCY LAND COMPANY; William Saulcy; and Richard Rakness, Appellants (Defendants), v. Jeffrey John JONES and Denise R. Jones, Appellees (Plaintiffs). Ellin Wynn and Michael D. Wynn, a/k/a Mac Wynn Appellants (Defendants), v. Jeffrey John Jones and Denise R. Jones, Appellees (Plaintiffs). |
| Court | Wyoming Supreme Court |
Timothy W. Miller of Reeves & Miller, Casper, Wyoming, Representing Appellants Saulcy Land Company, William Saulcy and Richard Rakness.
Michael Schilling and Gregory L. Winn of The Law Firm of Michael Schilling, Laramie, Wyoming. Argument by Michael Schilling, Representing Appellants Ellin Wynn and Michael D. Wynn.
R. Michael Vang and Craig Kirkwood of Kirkwood, Nelson & Vang, P.C., Laramie, Wyoming. Argument by R. Michael Vang Representing Appellees Jeffrey John Jones and Denise R. Jones.
Before LEHMAN, C.J., and THOMAS, MACY, GOLDEN and TAYLOR,1 JJ.
This case comes to us after a bench trial before the district court upon a complaint filed by Appellees Jeffrey John Jones and Denise R. Jones (Joneses) against multiple defendants2 for damages for the improper disbursal of the Joneses' $50,000.00 earnest money deposit following a failed real estate transaction. The district court determined the sellers (Wynns) breached the contract when a condition precedent to the sale was not met, and the realtor (Saulcy) breached its fiduciary duty when it disbursed the earnest money deposit after receiving notice of a dispute between the parties.
In Case No. 98-106, Saulcy appeals from the trial court's decision, claiming Wyo. Stat. Ann. § 33-28-122(f) allows the realtor to pay out disputed funds at its discretion. In Case No. 98-107, the Wynns appeal from the trial court's decision that they breached the contract when they failed to get approval for the sale from Key Bank (Bank).
We affirm, but for reasons different from those relied upon by the trial court. The sale between the Wynns and the Joneses was dependent upon bank approval of the sale. This simply did not occur by the September 20, 1994, closing date. Therefore, the condition precedent was not satisfied, and Saulcy, according to the terms of the contract, should have returned the earnest money to the Joneses. As a result, the Wynns improperly received money belonging to the Joneses, and Saulcy breached its fiduciary duty to the Joneses.
The Wynns present the following statement of the issues in their brief of appellants:
The Saulcy appellants submit these issues:
As appellees, the Joneses portray the issues as:
The subject of this lawsuit is a ranch in Carbon County, Wyoming, known as Robbers Roost Ranch. The record owners of the ranch were Otis and Ellin Wynn. Their son, Michael "Mac" Wynn, managed the ranch for his elderly parents. The Wynns placed the ranch for sale on an open listing with ERA through Saulcy in April of 1994. The Joneses signed a form captioned "OFFER, ACCEPTANCE & RECEIPT (OPTION TO PURCHASE) (FARM AND RANCH AND VACANT LAND)" on July 21, 1994. In response to that offer from the Joneses, the Wynns presented a counter offer. The Joneses accepted the counter offer on July 29, 1994. The offer and counter offer, once accepted by the Joneses, constituted a contract to purchase the ranch for $700,000.00. The contract provided that the Joneses put $300,000.00 down, with the remaining balance of $400,000.00 paid according to the terms of a contract for deed. The contract for deed was to call for the Joneses' payment of the existing Key Bank loan on the property at the time of closing (approximately $303,000.00) and the balance to the Wynns in equal annual installments for fifteen years.
The terms of the contract required the Wynns to use their best efforts to get the Bank's approval for the purchase. All parties agree that the Bank's approval of the transaction was a condition precedent to the Joneses' purchase of the ranch.
After learning that the Bank would require a written contract to ensure that they approved of the deal's structure, the Wynns failed to submit anything to the Bank concerning the sale of the ranch. On September 6 and 15, 1994, the Joneses sent correspondence to Saulcy requesting the return of their $50,000.00 earnest money deposit. They based their request on information from the Bank that it would not approve the terms of the purchase contract. The Wynns also requested the earnest money from Saulcy, which was disbursed to them on September 30, 1994, but not before the Wynns signed an agreement indemnifying Saulcy for disbursing the money. Saulcy took $20,000.00 of the earnest money for its services, and the balance was paid to the Wynns, less some costs.
The Joneses filed this action to recover the $50,000.00 earnest money deposit, plus legally allowable interest, punitive and exemplary damages, and costs, attorney's fees and such other relief as may be just and proper. Following summary judgment motions, the only surviving claims were against Saulcy and the Wynns. The defendants argued that the Joneses breached the contract, which entitled the Wynns to the $50,000.00 deposit; and because Saulcy properly paid the deposit to the Wynns, the Joneses' claims against Saulcy are precluded.
Following a bench trial, the district court concluded that the Joneses should prevail on their breach of contract claim as to the Wynns and on their breach of fiduciary duty claim as to Saulcy. The defendants prevailed on all other claims. Saulcy appealed from that decision, and the appeal was docketed as Case No. 98-106. The Wynns also appealed, and their appeal was docketed as Case No. 98-107. The Joneses filed one brief for both cases, and we heard oral argument of the cases together.
This case presents us with a factual issue and questions of contract and statutory interpretation. In Case No. 98-107, the parties agree that the contract is not ambiguous. Interpretation of the language of an unambiguous contract is a matter of law. Union Pacific Resources Co. v. Texaco, Inc., 882 P.2d 212, 219 (Wyo.1994). Resolution of Case No. 98-106 requires interpretation of Wyo. Stat. Ann. § 33-28-122(f). Statutory interpretation is also a question of law. Corkill v. Knowles, 955 P.2d 438, 440 (Wyo.1998). Our standard of review when a trial is held before the bench, rather than a jury, was set forth in Springer v. Blue Cross and Blue Shield of Wyoming, 944 P.2d 1173, 1175-76 (Wyo.1997):
The factual findings of a judge are not entitled to the limited review afforded a jury verdict. Hopper v. All Pet Animal Clinic, Inc., 861 P.2d 531, 538 (Wyo.1993). While the findings are presumptively correct, the appellate court may examine all of the properly admissible evidence in the record. Id. Due regard is given to the opportunity of the trial judge to assess the credibility of the witnesses, and our review does not entail weighing disputed evidence. Id. Findings of fact will not be set aside unless the findings are clearly erroneous. Id. A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed. Id. We review a district court's conclusions of law de novo on appeal. Id.
The contract required the Bank's approval as follows:
(1) Purchaser hereby accepts the property subject to, but specifically not assuming, Sellers['] first mortgage loan with Key Bank in Cheyenne, Wyoming. This transaction is subject to Key Bank approval, which Seller hereby agrees to extend their best efforts to obtain.
The district court determined that the Bank's approval of the purchase was a condition precedent to the sale of the property. A condition precedent is "an act or event, other than a lapse of time, which must exist or occur before a duty of immediate performance of a promise arises." Sannerud v. Brantz, 879 P.2d 341, 343 (Wyo.1994). It is undisputed that the Bank's approval "was an event which must have occurred before [the Joneses] had an obligation to effectuate" the sale. Mad River Boat Trips, Inc. v. Jackson Hole Whitewater, Inc., 803 P.2d 366, 368 (Wyo.1990). However, the dispute between the parties concerns the financing terms found in the counter offer, which became part of the purchase contract:
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