Winter v. Pleasant

• Decision Date: 12 January 2010
• Docket Number: No. S-09-0059.,No. S-09-0058.,S-09-0058.,S-09-0059.
• Parties: Gaye WINTER and Jo/Etta, LLC, a Wyoming close limited liability company, Appellants (Defendants), v. Andy PLEASANT doing business as A. Pleasant Construction, Appellee (Plaintiff). Andy Pleasant doing business as A. Pleasant Construction, Appellant (Plaintiff), v. Gaye Winter and Jo/Etta, LLC, a Wyoming close limited liability company, Appellees (Defendants).
• Court: Wyoming Supreme Court

222 P.3d 828

2010 WY 4

Gaye WINTER and Jo/Etta, LLC, a Wyoming close limited liability company, Appellants (Defendants), v. Andy PLEASANT doing business as A. Pleasant Construction, Appellee (Plaintiff).

Andy Pleasant doing business as A. Pleasant Construction, Appellant (Plaintiff), v. Gaye Winter and Jo/Etta, LLC, a Wyoming close limited liability company, Appellees (Defendants).

No. S-09-0058.

No. S-09-0059.

Supreme Court of Wyoming.

January 12, 2010.

Representing Gaye Winter and Jo/Etta, LLC, a Wyoming close limited liability company: V. Anthony Vehar of Vehar Law Offices, P.C., Evanston of Wyoming.

Representing Andy Pleasant doing business as A. Pleasant Construction: Patrick J. Crank and Matthew D. Obrecht of Speight, McCue & Crank, P.C., Cheyenne, Wyoming. Argument by Mr. Crank.

Before VOIGT, C.J., and GOLDEN, HILL, KITE, and BURKE, JJ.

VOIGT, Chief Justice.

[¶ 1] These combined appeals arise from a judgment relating to a construction contract (Contract). In S-09-0058, Don Winter, Gaye Winter, and Jo/Etta, LLC (Winter) appeal from the district court's ruling that a materialman's lien (Amended Lien Statement) filed against their property, was valid. In S-09-0059 Andy Pleasant, doing business as A. Pleasant Construction (Pleasant Construction), appeals the district court's holding that Winter did not breach the Contract, the district court's interpretation of the Contract, and the district court's damages award. Finding that the district court committed an error of law in finding that the Amended Lien Statement was valid, we will reverse that portion of the judgment. Finding no error with respect to the district court's breach of contract analysis, contract interpretation, or damages award, we will uphold that portion of the judgment, except we will remand for the limited purposes set forth below.

ISSUES

Issue in S-09-0058:

1. Whether the district court erred in finding that the Amended Lien Statement complied with the requirements of Wyo. Stat. § 29-1-301 (LexisNexis 2009)?

Issues in S-09-0059:

1. Whether the district court erred in finding the word "monthly," as used in the Contract, to be ambiguous?

2. Whether the district court erred in finding that the Project Manual was incorporated into the Contract?

3. Whether the district court's damages calculation is factually and legally flawed?

FACTS

[¶ 2] Winter and Pleasant Construction entered into a contract in which Pleasant Construction agreed to construct an office building for Winter (the Winters Professional Building). The Contract provided that Winter was to pay Pleasant Construction "on a Monthly basis" as work was completed. Sometime after a substantial amount of construction had been completed, Winter stopped making payments. In response, Pleasant Construction wrote Winter a letter in which it unilaterally terminated the Contract between the parties and filed an Amended Lien Statement¹ against the property pursuant to Wyo. Stat. Ann. § 29-1-301 (LexisNexis 2009).² Pleasant Construction then filed a two-count Complaint with the district court. In Count I, Pleasant Construction alleged breach of contract on the part of Winter for failure to make payments, and requested damages. In Count II, Pleasant Construction sought to establish the validity of the Amended Lien Statement and requested that the district court foreclose the lien and order the property sold to cover Pleasant Construction's damages. Winter counter-claimed for breach of contract for changing the construction plans without authorization, constructing the building in a defective manner, and for wrongfully terminating the contract. The district court upheld the validity of the Amended Lien Statement, found Pleasant Construction in breach of contract, but awarded Pleasant Construction damages for unpaid labor and materials expended on the project and offset that award by several deductions for breaches committed by Pleasant Construction.³ In S-09-0058 Winter appeals the district court's ruling that the Amended Lien Statement was valid and consequently challenges the district court's damages award to Pleasant Construction. In S-09-0059, Pleasant Construction appeals the district court's decision that Winter did not breach the contract, the district court's interpretation of the Contract, as well as the amount of the district court's damages award. We will address each of these appeals in turn.

DISCUSSION

Issue in S-09-0058:

1. Whether the district court erred in finding that the Amended Lien Statement complied with the requirements of Wyo. Stat. Ann. § 29-1-301 (Lexis-Nexis 2009)?

[¶ 3] We have repeatedly stated that

[q]uestions of statutory interpretation are matters of law. In interpreting statutes, our task is to give effect to the legislature's intent. We look first to the plain meaning of the language chosen by the legislature and apply that meaning if the language is clear and unambiguous. A statute is clear and unambiguous if its wording is such that reasonable persons are able to agree on its meaning with consistency and predictability. All statutes must be construed in pari materia; and in ascertaining the meaning of a given law, all statutes relating to the same subject or having the same general purpose must be considered and construed in harmony. If, however, the wording of a statute is ambiguous or capable of varying interpretations, we employ well-accepted rules of statutory construction.

Bangs v. Schroth, 2009 WY 20, ¶ 32, 201 P.3d 442, 456 (Wyo.2009) (internal quotations and citations omitted). "`Lien statutes create remedies in derogation of common law and must be strictly construed.'" Sheridan Commercial Park, Inc. v. Briggs, 848 P.2d 811, 815 (Wyo.1993) (quoting Burg v. Ruby Drilling Co., 783 P.2d 144, 152 (Wyo.1989)). Accordingly, "in order to perfect a materialman's or mechanic's lien, full compliance with all statutory requirements is necessary." White v. Diamond Int'l Corp., 665 P.2d 463, 466 (Wyo.1983).

[¶ 4] The statute at issue here, Wyo. Stat. Ann. § 29-1-301(a), provides in pertinent part that, "In order to have a perfected lien pursuant to this title, a lien claimant shall file with the county clerk a lien statement sworn to before a notarial officer." (Emphasis added.) The notary block of the Amended Lien Statement reads:

On this 11th day of May, 2006, before me personally appeared Robert T. McCue, to me personally known, who being by me duly sworn, did say that he is the attorney for A. Pleasant Construction and that the above and foregoing AMENDED LIEN STATEMENT was signed on behalf of A. Pleasant Construction by authority of Andy Pleasant.[⁴]

Winter asserts that the Amended Lien Statement is invalid, arguing that it does not meet the requirements of § 29-1-301(a) because the information contained in the Amended Lien Statement was not "sworn to" as being true and correct. Alternatively, Pleasant Construction argues that the Amended Lien Statement complies with the "sworn to" provision in § 29-1-301(a) because the notary block indicates that the claimant was "duly sworn," and that is all that the statute requires.

[¶ 5] When addressing this issue, the district court correctly pointed out

There is no need for the claimant to swear to his own identity—that is the vocation of the notary public. In a perfect world, however, the phrase would specify that the claimant has sworn to the truthfulness of the document or, at a minimum, that the claimant has been "duly sworn upon [h]is oath," as directed by the Notaries Public Handbook.

Notwithstanding this observation, the district court concluded that "[a]lthough not ideal, the notary certificate included in the Amended Lien Statement is acceptable. The lien is valid."

[¶ 6] Although we agree with the district court's observations, we do not agree with the conclusion that the lien statement is valid. We find that for a lien statement to be valid, the plain language of the phrase "sworn to" in the lien statute requires that the lien affiant swear to the truth and accuracy of the lien statement. We have noted that a statutory "`[i]nterpretation should not produce an absurd result.'" Hede v. Gilstrap, 2005 WY 24, ¶ 6, 107 P.3d 158, 163 (Wyo. 2005) (quoting Rodriguez v. Casey, 2002 WY 111, ¶ 9, 50 P.3d 323, 326 (Wyo.2002)). Wyo. Stat. Ann. § 32-1-105(b) (LexisNexis 2009) provides that "[a] notary ... establishes the identity of the person signing the document and attests that the signature on the document was made in his presence." Given the fact that § 32-1-105(b) requires that the notary public determine the identity of the affiant, it would make little sense to conclude that the affiant need only swear to his or her identity. Moreover, swearing to one's identity does nothing to assure the factual accuracy of the lien statement. Interpreting § 29-1-301(a) in any way except to require that the accuracy and truth of the contents of the lien statement be "sworn to" would lead to an absurd result.⁵

[¶ 7] The Amended Lien Statement here fails to indicate that the affiant, Robert T. McCue, was swearing to the accuracy of the lien statement. Instead, the Amended Lien Statement, merely indicates that he "duly swor[e]" to his identity and/or to his authority as a representative of A. Pleasant Construction. That statement is insufficient to create a valid lien statement under the plain language of § 29-1-301(a). The district court erred as a matter of law when it concluded that the Amended Lien Statement was valid.⁶

Issues in S-09-0059:

[¶ 8] The three issues in this appeal directly relate to the Contract between the two parties as well as a separate Project Manual, which sets forth in greater detail the parties' agreement. It is important to determine whether in addition to the Contract, any part of the Project Manual also governs the parties' relationship, because both parties argue that the other was the first to breach the agreement, and because Pleasant Construction argues that the district...