Treemont, Inc. v. Hawley

• Decision Date: 08 December 1994
• Docket Number: No. 94-35,94-35
• Citation: 886 P.2d 589
• Parties: TREEMONT, INC., a Wyoming corporation, Appellant (Plaintiff), v. Robert C. HAWLEY and Mary Elizabeth Hawley, husband and wife, Appellees (Defendants).
• Court: Wyoming Supreme Court

Page 589

886 P.2d 589

TREEMONT, INC., a Wyoming corporation, Appellant (Plaintiff), v. Robert C. HAWLEY and Mary Elizabeth Hawley, husband and wife, Appellees (Defendants).

No. 94-35.

Supreme Court of Wyoming.

Dec. 8, 1994.

James L. Edwards of Stevens, Edwards & Hallock, P.C., Gillette, representing appellant.

W. Thomas Sullins, II and P. Jaye Ripley of Brown & Drew, Casper, representing appellees.

Before GOLDEN, C.J., and THOMAS, MACY, TAYLOR and LEHMAN, JJ.

TAYLOR, Justice.

Appellant appeals from an order and decree granting summary judgment in favor of appellees. The district court found appellant in default for failure to abide by the terms of an agreement to purchase land located in Converse County, Wyoming and rendered judgment declaring the agreement terminated. Appellant contends that no breach occurred and that the district court added language to the contract in order to arrive at its result. Appellant argues that termination of the contract and forfeiture of the monies paid was not an equitable solution to a dispute involving divergent interpretations of the contract requirements. Appellees contend they were entitled to summary judgment because appellant blatantly ignored a provision of an unambiguous contract.

We affirm.

I. ISSUES

Appellant presents the following issues for review:

I. Whether summary judgment against the appellant was proper under W.R.C.P. 56.

II. Whether summary judgment should have been granted in favor of the appellant and against appellees.

III. Is termination of the contract and forfeiture of the monies paid under the contract equitable?

Appellees restate the issue:

Whether summary judgment was properly granted in favor of appellees in this case based upon the dual findings of the court below that there is no genuine issue of material fact with respect to the clear and unambiguous contract entered into between the parties and that appellees are entitled to judgment as a matter of law.

II. FACTS

Appellees, Robert C. Hawley and Mary Elizabeth Hawley (Hawleys), are the owners of 4,000 plus rural acres of real property located in Converse County (Hawley land). The property contains substantial forested areas and is described as being uniquely suited for recreational activities.

During the summer of 1992, John F. Rand (Rand) offered to buy the Hawley land with the understanding that the property was being purchased for Rand's personal and recreational use and that the land would not be used for commercial purposes. The parties agreed on terms and scheduled a closing date.

Shortly before closing, the Hawleys were informed that appellant, Treemont, Inc. (Treemont), would be the purchaser and that Rand's partner, Richard Maury, would handle the routine matters affecting the sale of the property. On December 3, 1992, the parties entered into an Agreement for Warranty Deed (Agreement) for the purchase of the Hawley land.

According to the terms of the Agreement, the total sale price for the Hawley land was $665,782.50. Treemont was required to make a down payment of $150,000.00; $25,000.00 was presently held by the Hawleys and the remaining $125,000.00 was to be paid at the time the Agreement was signed. The balance plus interest was amortized over a five year period, with payments of $132,607.68 due annually.

The Agreement provided that Treemont would furnish the Hawleys with a copy of all contracts associated with the removal or sale of timber and provide advance notice of any timber removal plans. Additionally, Treemont would deliver all monies received under any timber contracts to the Hawleys' escrow agent within five days after their receipt, as long as an outstanding balance remained due to the Hawleys.

Just prior to the December 3, 1992 closing of the sale of the property, Treemont entered into a three-year contract with the Brand S Corporation (Brand S) for the sale of timber from the Hawley land. On December 1, 1992, Brand S paid Treemont a $50,000.00 advance payment on the sale of timber. Treemont did not disclose this timber contract to the Hawleys at closing nor deposit the timber monies in the escrow account. Instead, Treemont silently used the $50,000.00 as part of the down payment.

The Hawleys learned of the timber contract and the $50,000.00 Brand S payment in April, 1993. On April 29, 1993, they notified Treemont that it was in default under the Agreement due to Treemont's failure to transfer the $50,000.00 into the Hawleys' escrow account as provided in the Agreement. In response to the notice of default, Treemont petitioned the district court for a declaratory judgment. The Hawleys counterclaimed seeking declaratory relief, injunctive relief and damages.

Both Treemont and the Hawleys moved for summary judgment. On October 20, 1993, the district court denied Treemont's motion. The district court determined that a factfinder could reasonably decide, based upon controverted facts, that Treemont had defaulted.

On December 21, 1993, the district court granted the Hawleys' motion for summary judgment. Finding no genuine issue of material fact, the district court determined that the plain intention of the parties, as ascertained from the words of the Agreement, was that Treemont was to pay a down payment, annual payments of $132,607.68, plus all timber contract receipts, as long as a balance was due under the Agreement. The district court found that Treemont breached the terms of the Agreement when it failed to pay the Hawleys the $50,000.00 Brand S paid as an advance payment on the sale of timber. The district court declared the contract terminated and awarded the subject escrow, including all monies paid, to the Hawleys.

It is from this order of summary judgment that Treemont appeals.

III. DISCUSSION

Summary judgment is a proper means of reaching the merits of a controversy where no material issue of fact is present and only questions of law are involved. England v. Simmons, 728 P.2d 1137, 1141 (Wyo.1986).

W.R.C.P. 56 governs summary judgment and provides, in pertinent part:

(c) * * * The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.

Our rules for reviewing summary judgment on appeal are well established. We will affirm a summary judgment where no genuine issues of material fact exist and the prevailing party is entitled to judgment as a matter of law. Sandstrom v. Sandstrom, 880 P.2d 103, 105 (Wyo.1994) (quoting Foianini v. Brinton, 855 P.2d 1238, 1240 (Wyo.1993)); Lyden v. Winer, 878 P.2d 516, 518 (Wyo.1994); Eiselein v. K-Mart, Inc., 868 P.2d 893, 894 (Wyo.1994); Lynch v. Norton Const., Inc., 861 P.2d 1095, 1097 (Wyo.1993); Prudential Preferred Properties v. J and J Ventures, Inc., 859 P.2d 1267, 1271 (Wyo.1993); Brown v. Avery, 850 P.2d 612, 614-15 (Wyo.1993); Equality Bank of Evansville, Wyo. v. Suomi, 836 P.2d 325, 328 (Wyo.1992).

We give no deference to the district court's decisions on issues of law. Smith, Keller & Associates v. Dorr & Associates, 875 P.2d 1258, 1264 (Wyo.1994); Doctors' Co. v. Insurance Corp. of America, 864 P.2d 1018, 1023 (Wyo.1993); Prudential Preferred Properties, 859 P.2d at 1271; Darlow v. Farmers Ins. Exchange, 822 P.2d 820, 823 (Wyo.1991). A grant of summary judgment is reviewed from the viewpoint most favorable to the party opposing the judgment. Lynch, 861 P.2d at 1097; Smith v. Nugget Exploration, Inc., 857 P.2d 320, 322 (Wyo.1993) (quoting Knadler v. Adams, 661 P.2d 1052, 1053 (Wyo.1983)); Miller v. Campbell County, 854 P.2d 71, 75 (Wyo.1993) (quoting Abell v. Dewey, 847 P.2d 36, 38-39 (Wyo.1993)).

In a contract case such as the one before us, summary judgment is appropriate when two conditions are met. First, there must be no genuine issues of material fact. Second, the provisions of the contract must be unambiguous; because where the language is unambiguous, the construction of the contract's provisions is a matter of law. Moncrief v. Louisiana Land and Exploration Co., 861 P.2d 516, 523 (Wyo.1993); Continental Ins. v. Page Engineering Co., 783 P.2d 641, 651 (Wyo.1989); Ricci v. New Hampshire Ins. Co., 721 P.2d 1081, 1085 (Wyo.1986); Wyoming Game and Fish Com'n v. Mills Co., 701 P.2d 819, 821 (Wyo.1985).

The material facts of this case are not disputed. Both parties agree they entered into an agreement to effectuate the sale of land from the Hawleys to Treemont. Both parties agree that on December 1, 1992, Treemont received $50,000.00 from Brand S in timber monies. Both parties agree that Treemont did not pay into the escrow account an additional $50,000.00 over and above the December 3, 1992 down payment.

Whether a contract is ambiguous is a de novo question of law for the reviewing court. Prudential Preferred Properties, 859 P.2d at 1271. An ambiguous contract is one which has language conveying a double or obscure meaning. McNeiley v. Ayres Jewelry Co., 855 P.2d 1242, 1244 (Wyo.1993). A party's subsequent disagreement concerning the contract's meaning does not establish an ambiguity which would require resort to extrinsic evidence. Moncrief, 861 P.2d at 524.

We agree with the district court that the language of the Agreement between the Hawleys and Treemont is unambiguous. The language is plain and the obligations of the parties are specifically stated. The question we must ask is whether the Hawleys were entitled to summary judgment as a matter of law. The answer lies in whether the language of the Agreement disallowed Treemont's use of the $50,000.00 timber monies as part of the required $150,000.00 down payment.

When provisions are clear and unambiguous, our examination is confined to the "four corners" of the document to construe the intent of the parties. Prudential Preferred Properties, 859 P.2d at 1271. "In giving effect to the...