Town of Kronenwetter v. City of Mosinee

• Decision Date: 24 October 1995
• Docket Number: No. 95-1519-FT,95-1519-FT
• Citation: 197 Wis.2d 957,543 N.W.2d 869
• Parties: NOTICE: UNPUBLISHED OPINION. RULE 809.23(3), RULES OF CIVIL PROCEDURE, PROVIDE THAT UNPUBLISHED OPINIONS ARE OF NO PRECEDENTIAL VALUE AND MAY NOT BE CITED EXCEPT IN LIMITED INSTANCES. TOWN OF KRONENWETTER, a Wisconsin Governmental Body, Plaintiff-Appellant, v. CITY OF MOSINEE, a Wisconsin Governmental Body, Defendant-Respondent.
• Court: Wisconsin Court of Appeals

Page 869

543 N.W.2d 869

197 Wis.2d 957

NOTICE: UNPUBLISHED OPINION. RULE 809.23(3), RULES OF CIVIL PROCEDURE, PROVIDE THAT UNPUBLISHED OPINIONS ARE OF NO PRECEDENTIAL VALUE AND MAY NOT BE CITED EXCEPT IN LIMITED INSTANCES.

TOWN OF KRONENWETTER, a Wisconsin Governmental Body Plaintiff-Appellant, v. CITY OF MOSINEE, a Wisconsin Governmental Body, Defendant-Respondent.

No. 95-1519-FT.

Court of Appeals of Wisconsin.

Oct. 24, 1995.

Before CANE, P.J., and LaROCQUE and MYSE, JJ.

PER CURIAM.

The Town of Kronenwetter appeals a summary judgment dismissing its claims against the City of Mosinee. ¹ Kronenwetter raises two issues. It argues that the trial court erroneously entered summary judgment because (1) the parties' agreement did not contain a release of all claims; and (2) the mutual mistake of fact doctrine applies. Because we conclude that the plain language of the agreement governs and the mutual mistake doctrine does not apply, we affirm the judgment.

The following facts are undisputed. In 1986, Mosinee annexed 11.4 square miles of the Town of Kronenwetter, about 12.36% of Kronenwetter's property, based upon valuation. Pursuant to § 66.03(8), Stats ., Mosinee filed suit seeking apportionment of Kronenwetter's assets and liabilities. The parties settled their suit by means of an agreement, executed in January 1989.

In July 1989, Kronenwetter discovered a chemical spill. A fifty-five gallon drum of herbicide leaked on a portion of Kronenwetter property that was not annexed. The Town's garage had a dirt floor and, due to a pinhole leak, the barrel's contents infiltrated the soil to a depth of three to four feet. Costs to clean up the spill will approximately exceed $620,000. In light of the additional liability occasioned by the spill, Kronenwetter seeks to void its agreement with Mosinee and renegotiate the apportionment of liabilities or obtain a judgment against Mosinee for 12.36% of the clean-up expense.

The agreement provides that "in full and complete settlement of the dispute over the amount of assets and liabilities due and owing to the City, the Town of Kronenwetter agrees to pay One Hundred and Thirty Thousand Dollars ($130,000) to the City of Mosinee as payment for the apportionment of assets and liabilities of the Town due to the annexation of property by the City." It further provided that the

City of Mosinee shall be responsible for the payment of any potential costs or liabilities assessed or voluntarily paid by the Town of Kronenwetter, including litigation costs and expenses, directly associated with the naming of the Town of Kronenwetter, as a Potential Responsible Party under state and federal laws involving the landfill cleanup for the Gorski Landfill, Mosinee Landfill, Holtz-Krause Landfill, and Mid-State Landfill.... Payment by the City of Mosinee shall be limited to 6.18% of any costs or expenses assessed or voluntarily paid by the Town of Kronenwetter for landfill cleanup costs for the four listed landfills arising out of use of those landfills by the Town of Kronenwetter as a private party occurring on or before November 17, 1986.

The agreement also stated that it "constitutes the entire agreement" between the parties and shall not be construed as "an agreement for the payment of any further or additional liabilities by the City of Mosinee involving any other matter or claim that may arise against Town of Kronenwetter whatsoever." It further states:

[T]he city of Mosinee shall not be subject to any further or additional claims, liabilities, expenses or costs resulting from the conduct or actions of the Town of Kronenwetter arising at any time prior to or after November 17, 1986, except for those items specifically referenced in this Agreement.

Both parties moved for summary judgment. The trial court entered judgment for Mosinee and dismissed Kronenwetter's action.

When reviewing summary judgment, our review is de novo. We review the record according to the standards set out in § 802.08(2), Stats. Kreinz v. NDII Secs. Corp., 138 Wis.2d 204, 209, 406 N.W.2d 164, 166 (Ct.App.1987). Summary judgment is appropriate when the pleadings and record fail to uncover a material factual dispute and the moving party is entitled to judgment as a matter of law. Radlein v. Industrial Fire & Cas. Ins. Co., 117 Wis.2d 605, 609, 345 N.W.2d 874, 877 (1984). We may affirm on a basis other than that relied upon by the trial court. See Liberty Trucking Co. v. DILHR, 57 Wis.2d 331, 342, 204 N.W.2d 457, 463-64 (1973).

Kronenwetter argues that the trial court erroneously dismissed its complaint because the agreement contains no release of all claims. The construction of a contract is a question of law that we review independently on appeal. Continental Cas. Co. v. Patients Comp. Fund, 164 Wis.2d 110, 116, 473 N.W.2d 584, 586 (Ct.App.1991). Absent an ambiguity, the plain language governs. Id. "It is our duty to construe the contract as it stands." Id. at 116-17, 473 N.W.2d at 586. We have no right to reinterpret a contract to relieve a party of a disadvantageous result. Id. at 117, 473 N.W.2d at 586. "[A] contract voluntarily made ... is valid and enforceable unless it violates a statute, rule of law, or public policy." Id.

Here, we agree with Kronenwetter to the extent that the plain language of the contract does not purport to contain a release of all claims. It does, however, expressly encompass the parties' entire agreement concerning the apportionment of assets and liabilities arising out of the annexation. Consequently, any claim arising out of the apportionment resulting from the annexation is covered by the agreement's plain terms.

Here, Kronenwetter's complaint characterizes its claim against Mosinee as one arising out of the apportionment agreement. ² Because the apportionment agreement spells out Mosinee's obligations to Kronenwetter arising out of the annexation, and because the chemical spill at the Kronenwetter garage is not one of Mosinee's obligations set forth in the agreement, Mosinee bears no liability.

Next, Kronenwetter argues that the agreement is not binding and should be set aside under the doctrine of mutual mistake of fact. A mutual mistake of fact is a recognized ground for rescinding a contract. Miller v. Stanich, 202 Wis. 539, 233 N.W. 753 (1930). The rule is stated as follows:

(1) Where a mistake of both parties at the time a contract was made as to a basic assumption on which the contract was made has a material effect on the agreed exchange of performances, the contract is voidable by the adversely affected party....

Restatement (Second) of Contracts § 152 at 385 (1981). The Restatement defines a mistake as a belief that is not in accord with the facts. Id. § 151 at 383.

Generally, whether the contract resulted from a mutual mistake presents a question of...