Wayment v. Schneider Auto. Grp. LLC
| Decision Date | 31 January 2019 |
| Docket Number | No. 20161090-CA,20161090-CA |
| Parties | Brett WAYMENT, Appellee, v. SCHNEIDER AUTOMOTIVE GROUP LLC and Nate Wade Subaru, Appellants. |
| Court | Utah Court of Appeals |
Mark O. Morris, Salt Lake City, Attorney for Appellants
David M. Wahlquist, Adam D. Wahlquist, Lehi, and Justin W. Starr, Salt Lake City, Attorneys for Appellee
Opinion
¶1 Schneider Automotive Group LLC and Nate Wade Subaru (collectively, Nate Wade) helped sponsor a charity golf tournament. When Brett Wayment made a hole in one at the eighth hole in that tournament, he believed he had won the new car that Nate Wade parked near the hole’s tee box. Nate Wade, however, refused to deliver the car, claiming Wayment was ineligible because he was a professional golfer. Wayment sued for breach of contract. After the parties conducted discovery, Wayment moved for summary judgment on his contract claim, which the district court granted. Nate Wade now appeals that decision, contending that there are material questions of fact that precluded summary judgment. We agree and reverse.
¶2 In June 2015, Wayment, a professional golfer, played in a charity golf tournament sponsored, in part, by Nate Wade. Rule sheets, which described the tournament format and identified a hole-in-one contest at the eighth hole, were placed on the participants’ golf carts. See infra Appendix. When golfers arrived at the eighth hole, they saw a new 2015 Subaru XV Crosstrek parked next to the tee box along with a sponsorship sign with Nate Wade’s name and logo. See id. Neither the rule sheet nor the sign stated that the Subaru, or any other prize, would be awarded. See id.
¶3 As luck, or Wayment’s skill, would have it, Wayment made a hole in one at the eighth hole. After holing the shot, Wayment believed he won the Subaru based on the tournament rule sheet indicating the contest on the eighth hole, Nate Wade’s sponsorship of the hole, and the parked car. At the clubhouse, however, the club pro told Wayment, "Good luck getting that car, Brett," because he knew Wayment was a professional golfer. Several days after the tournament, when Nate Wade discovered that Wayment was a professional golfer, it refused to deliver the car. The tournament organizer did not expect professional golfers to compete for tournament prizes without disclosing their professional status, which Wayment never did. And although that condition was never communicated to the tournament participants, the insurance policy that Nate Wade procured for the tournament required that the hole in one be made by an amateur.2
¶4 Wayment sued Nate Wade for breach of contract. He claimed that he had accepted Nate Wade’s unilateral offer to give him the car when he made the hole in one, while Nate Wade maintained that professional golfers were excluded from the contest.
¶5 Because there was no written agreement detailing what was promised, each side obtained opinions from professional golfers about whether it was reasonable for Wayment to believe he was eligible to win the Subaru under the circumstances. Wayment and another professional golfer (Wayment’s Expert) both opined that nothing in the custom or rules of the golf community bars professionals from winning prizes in charity golf events. However, the club pro from the tournament (Nate Wade’s Expert) disagreed. He expressed his opinion that, as a matter of custom, professional golfers should disclose their professional status before playing in golf events with amateurs. He also opined that it is generally understood in the golf community that professional golfers are not eligible for competition prizes unless the competition rules explicitly say otherwise.
¶6 At his deposition, Nate Wade’s Expert agreed there was no "uniformity amongst all pros in the golf community" regarding a professional’s eligibility for competition prizes in charity golf tournaments. He explained that his opinion on the ineligibility of professional golfers in prize contests was a "personal feeling" and asserted that other professionals might reasonably think differently. And when asked specifically whether it was reasonable for Wayment to believe he was eligible to participate in the prize competition in question, Nate Wade’s Expert responded, "Yes, I believe it would be reasonable under some circumstances."3
¶7 Another golf professional similarly opined that although he thought that professional golfers are generally excluded from competition prizes in charity golf events, this opinion was his "personal understanding—not an understanding, standard or custom necessarily adopted by the Utah professional golf community at large." He added that there are "no written rules" on the customs or standards of professionals’ eligibility for tournament prizes and said, 4
¶8 Relying on the opinions expressed by both parties’ experts, Wayment moved for summary judgment on his breach of contract claim, which the district court granted. The court determined it was undisputed that Nate Wade sponsored a hole-in-one contest at the golf tournament, and that by sponsoring that contest, Nate Wade agreed to reward a participant who hit the ball into the eighth hole with one stroke "based on whatever terms a reasonable contestant could understand." The court then identified the relevant questions as (1) whether Nate Wade manifested an intent to reward a hole in one with the Subaru and (2) whether it was reasonable for Wayment to believe that he, as a professional, was eligible to win the prize.
¶9 Based on the rule sheet, the sign on the eighth hole identifying Nate Wade as the hole’s sponsor, and the new Subaru parked next to the eighth-hole tee box, the court concluded it was "reasonable for participants to think that they could win a car by making a hole-in-one ... if they were an amateur." The court then concluded that because Nate Wade did not manifest its subjective intent to limit the contest to amateur golfers, it was reasonable for Wayment, as a professional golfer, to believe he was eligible to win the Subaru. In reaching this conclusion, the court reasoned that there was no dispute between the parties’ experts. Specifically, the court concluded that the statement of Nate Wade’s Expert that "it would be reasonable under some circumstances" for Wayment to believe he was eligible for the prize contest was a "definitive answer" because he knew the circumstances of the situation.
¶10 Discerning no material factual dispute, the district court concluded summary judgment was appropriate and granted Wayment’s motion. Nate Wade appeals.
¶11 Nate Wade contends that the district court improperly granted summary judgment in favor of Wayment on his claim for breach of contract. Summary judgment is appropriate "if the moving party shows that there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law." Utah R. Civ. P. 56(a). "We review the district court’s summary judgment ruling for correctness and view all facts and reasonable inferences in favor of the nonmoving party." USA Power, LLC v. PacifiCorp , 2010 UT 31, ¶ 28, 235 P.3d 749 (quotation simplified). And even where "the objective facts are undisputed," the "reasonable inferences made from those undisputed facts can ... create a genuine issue of material fact" precluding summary judgment. Id. ¶ 33. A contrary rule, our supreme court has noted, "would diminish the important role reasonable inferences play" in a summary judgment decision. Id.
¶12 Nate Wade argues that the district court erred in concluding, as a matter of law, that when Wayment made a hole in one on the eighth hole of the charity golf tournament, he accepted a binding offer from Nate Wade to award him a new Subaru. More specifically, Nate Wade argues that summary judgment was inappropriate because "not one golfer was told, orally or in writing, that they would win a car by hitting a hole-in-one." It argues that the burden is "on Wayment to demonstrate ... a sufficiently clear manifestation of intent to offer the [Subaru] to everyone, including professional golfers." Without any writing or statement about the hole-in-one contest’s conditions, Nate Wade asserts that "there was no such offer or, at the very least, there is a fact question that precluded summary judgment."
¶13 Before addressing Nate Wade’s arguments about the propriety of summary judgment, we find it helpful to label the type of contract in play here. Both parties agree that, to the extent a contract exists between Nate Wade and Wayment, it is a unilateral contract. A unilateral contract "is where one party makes a promissory offer and the other accepts by performing an act rather than by making a return promise." Z-Corp v. Ancestry.com Inc. , 2016 UT App 192, ¶ 5 n.3, 382 P.3d 652 (quotation simplified). This is the case in "prize-winning contests ... where an offer or promise is made in exchange for an act to be performed on the part of the contestant." Walters v. National Beverages, Inc. , 18 Utah 2d 301, 422 P.2d 524, 525 (1967). Accordingly, "the performance of th[e] act is an acceptance of the offer and results in a binding contract." Id. ; see also Mallory v. Brigham Young Univ. , 2014 UT 27, ¶ 23 n.11, 332 P.3d 922 ().
¶14 We also think it plain that the contract here would be implied in fact, not express. An express contract, as its name suggests, is "expressed in words." Gleason v. Salt Lake City , 94 Utah 1, 74 P.2d 1225, 1227 (1937)....
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