Williams v. Collins Communications, Inc., 85-265
Court | United States State Supreme Court of Wyoming |
Citation | 720 P.2d 880 |
Docket Number | No. 85-265,85-265 |
Parties | Maurice WILLIAMS, Appellant (Plaintiff), v. COLLINS COMMUNICATIONS, INC., a Wyoming corporation, Appellee (Defendant). |
Decision Date | 10 June 1986 |
S. Thomas Throne and Thomas E. Campbell, Sheridan, for appellant.
David F. Palmerlee of Omohundro and Palmerlee, Buffalo, for appellee.
Before THOMAS, C.J., BROWN, CARDINE and URBIGKIT, JJ., and GUTHRIE, J., Retired.
The parties assiduously pleaded and comprehensively litigated a contractual relationship involving radio tower facilities. Appellee, Collins Communications, Inc. (Collins), original defendant and counterclaimant, enjoyed trial success by entry of a favorable specific-performance decree against appellant Maurice Williams, from which decision this appeal was taken. The parties have spared no effort in reaching this stage in a demonstration of contractual disaffinity.
We will generally affirm, except to remand for an accounting under the contract for revenues received by each party between January, 1983, and the date of effectuation of the specific-performance decree.
Some time prior to 1976, by oral agreement, and then by written agreement dated July 1, 1976, Collins and Williams came to be jointly involved in the operation of radio communication towers on Warren Peak in northeast Wyoming. The Peak, topographically dominant in the area, involved a parcel of land originally acquired from Williams by condemnation for a government radar installation, later transferred to the United States Forest Service upon discontinued installation use, with the surrounding land remaining in the ownership of Williams. In 1975, Collins had obtained a special use permit for the construction of a radio tower on the Forest Service parcel.
By trial date, there were four towers on the Peak. The first, predating the written agreement, was the Forest Service tower; a second, designated the Materi tower, was located on the Williams property, and was expressly excluded from the agreement; the third, designated the middle tower, was located on Williams' property, apparently constructed by the parties before the 1976 written agreement, or at least operated jointly before that date. Construction of the fourth, the Williams tower, was completed by Williams in October, 1983.
There was something less than total payment regularity for amounts due to Williams on the contract, although with the joint control of the market by a monopoly of locations on the Peak, the venture was mutually profitable.
In 1981, Motorola Communications and Electronics Inc. (Motorola), a competitor of Collins in radio communications systems, inquired of Collins about placing a community repeater on the facility. Communication ensued, but no real negotiations occurred.
In the Fall of 1982, Williams commenced construction of the Williams tower, and it was completed in the Fall of 1983, when he put Motorola and an associate, Crescent Communications, on the tower, acquired a few customers from Collins, and added some new business. The tower cost and expenses were $12,320, and revenues totaled $18,200. In January, 1983, Collins stopped paying Williams the pro-rata share under the contract, with a net revenue from that date to date of decree of $58,982, or $29,491, as the Williams distributable share.
In November, 1984, the litigative campaign was started by Williams, claiming for an accounting, payments with interest, and partnership dissolution and distribution. As its pleadings, with numerous defenses, Collins pleaded Williams' breach of contract by construction of the Williams tower, with a counterclaim for damages, requesting specific performance, and alleging a cause of action in libel.
Extended pretrial proceedings, including motions for summary judgment, led the case at trial commencement to accommodate two issues: claim of Williams for breach of contract by Collins, and counterclaim of Collins for breach by Williams.
At the commencement of the trial, pursuant to a motion in limine, but generally as a ruling on the case, the court determined that the contract was clear and unambiguous, and ruled that interpretative evidence for the written contract would not be admitted at trial.
A jury was empaneled, and at the close of Williams' evidence a directed verdict was granted against him and in favor of Collins, on the original complaint. Collins elected to proceed in specific performance rather than damages, and the parties then stipulated that the counterclaim would be tried by the court on that issue. Following trial, the court ruled for the defendant in granting specific performance on the written contract, but awarded no damages or accounting to either party for payments then accrued and unpaid under the contractual provisions.
The issues have been variously stated, not only in appellant's brief, but in prior presentations to the trial court, but are best detailed in sequential relationship to the proceedings as claimed error by:
(A) denying summary judgment for Williams on his complaint;
(B) determination that the contract was not ambiguous and consequently rejecting interpretative evidence from Williams;
(C) admission of objectionable hearsay evidence;
(D) entry of directed verdict against Williams on his complaint; and
(E) limitation of the scope of the final judgment as denying an accounting for the contractual proceeds.
The trial court accurately found evidentiary conflicts in its initial denial of summary judgment. More than a reasonable doubt existed as to the nonexistence of a factual issue otherwise required for summary judgment. Cordova v. Gosar Wyo., 719 P.2d 625 (1986); Durdahl v. Bank of Casper Wyo., 712 P.2d 23 (1986).
Additionally, the subsequent entry of a directed verdict against Williams, after his case in chief was concluded, is rationally dispositive of any question as to his earlier right to favorable summary judgment. Failure to withstand a directed verdict is logically persuasive of the existence of an unfavorable status for earlier summary judgment. Kuehne v. Samedan Oil Corp., Wyo., 626 P.2d 1035 (1981).
This court has regularly and forcefully ruled that the determination whether a written agreement is ambiguous is a determination of law, to be made by the trial court. E & E Mining, Inc. v. Flying Group, Inc., 718 P.2d 58 (1986); Sannerud v. First National Bank of Sheridan, Wyo., 708 P.2d 1236, 1240 (1985) ( ); Shepard v. Top Hat Land & Cattle Co., Wyo., 560 P.2d 730 (1977); Goodwin v. Upper Crust of Wyoming, Inc., Wyo., 624 P.2d 1192 (1981); Madison v. Marlatt, Wyo., 619 P.2d 708 (1980).
Hollabaugh v. Kolbet, Wyo., 604 P.2d 1359, 1361 (1980).
Nothing in the discovery evidence presented before trial or the facts introduced at trial afford a basis for concluding that the trial court's decision was incorrect. We agree that the agreement was clear and understandable as to the undertaking by the parties as defined in the written instrument.
In the course of Williams' case in chief, a representative of Collins was called as an adverse witness. The examination was extended, and on cross-examination by his own counsel the earlier subject of Motorola negotiations was addressed. At issue was the question of whether the response by Collins to Motorola for radio-tower rental services was of a nature to terminate further discussions, as contended by Williams, or whether it was a high opening bid to allow room for negotiations, as contended by Collins. In answer to the direct-examination inquiry as to the...
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