Wyoming Sawmills, Inc. v. Morris

• Decision Date: 10 June 1988
• Docket Number: No. 88-3,88-3
• Parties: WYOMING SAWMILLS, INC., a Wyoming corporation, Appellant (Plaintiff/Third-Party Defendant), v. Robert B. MORRIS; Raymond McCoy, Gerald McCoy; and Gary McCoy, d/b/a J & D Wood Products; Sheridan National Bank, and Edith I. Morris, Appellees (Defendants/Third-Party Defendants/Third-Party Plaintiffs).
• Court: Wyoming Supreme Court

Page 774

756 P.2d 774

WYOMING SAWMILLS, INC., a Wyoming corporation, Appellant (Plaintiff/Third-Party Defendant), v. Robert B. MORRIS; Raymond McCoy, Gerald McCoy; and Gary McCoy, d/b/a J & D Wood Products; Sheridan National Bank, and Edith I. Morris, Appellees (Defendants/Third-Party Defendants/Third-Party Plaintiffs).

No. 88-3.

Supreme Court of Wyoming.

June 10, 1988.

Darlene L. Reiter of Burgess & Davis, Sheridan, for appellant.

Dan B. Riggs and Haultain E. Corbett of Lonabaugh & Riggs, Sheridan, for appellees Robert B. Morris, Edith I. Morris, Raymond McCoy, Gerald McCoy, and Gary McCoy d/b/a J & D Wood Products, and Sheridan Nat. Bank.

Robert W. Koester, Sheridan, for appellee Sheridan Nat. Bank.

Michael K. Davis, Sheridan, for appellees Raymond McCoy, Gerald McCoy, and Gary McCoy d/b/a J & D Wood Products.

Stuart S. Healy of Healy & Kinnaird, Sheridan, for appellees Robert B. Morris and Edith I. Morris.

Before THOMAS, CARDINE, URBIGKIT and MACY, JJ., and ROONEY, Retired Justice.

ROONEY, Retired Justice.

This appeal is from a judgment enforcing an oral settlement agreement.

We affirm.

Appellant words the issues on appeal:

"I. Was there an unconditional acceptance of the essential terms of the settlement offer sufficient to form a contract?

"II. Was there a meeting of the minds sufficient to form a contract?

"III. Did the settlement negotiations form a contract?

"IV. Does the order of the Court, which incorporates the terms of the settlement document, violate W.R.C.P., Rules 11 and 41?"

Appellees word them:

"I. Did the Trial Court have authority to enforce the terms of the Settlement Agreement between the parties?

"II. Was there sufficient evidence to support the Trial Court's finding that an agreement to settle the litigation existed between the parties?"

Appellant agreed to purchase from appellee Robert B. Morris approximately 230,000 board feet of green saw logs which were decked at a location known as U.S. Forest Service Little Willow Timber Sale. Thereafter, appellees McCoys claimed ownership of the logs and appellee Sheridan National Bank claimed a security interest in them. This litigation resulted from the several claims by the parties.

Since the first three issues presented by the appellant and the second issue presented by appellees are issues of fact, we must, as to these issues, examine the record to determine if there is evidence to support the findings of the trial court, and we do so in accordance with the following law.

We have often said that, on appeal, the Supreme Court assumes that evidence in favor of the successful party is true, leaves out of consideration entirely the conflicting evidence presented by the unsuccessful party, and gives the evidence of the successful party every favorable inference that may reasonably and fairly be drawn from it. Furthermore, a reviewing court cannot substitute its judgment of the facts for that of the trial court unless the trial court's judgment is clearly erroneous or contrary to the great weight of the evidence. See e.g. Hance v. Straatsma, Wyo., 721 P.2d 575, 578 (1986); Dehnert v. Arrow Sprinklers, Inc., Wyo., 705 P.2d 846, 851 (1985); Scherling v. Kilgore, Wyo., 599 P.2d 1352, 1359 (1979); Madrid v. Norton, Wyo., 596 P.2d 1108, 1117 (1979), and cases there cited with reference to this proposition.

The existence of a contract requires a meeting of the minds of the parties to it. Jackson Hole Builders v. Piros, Wyo., 654 P.2d 120 (1982); Crockett v. Lowther, Wyo., 549 P.2d 303 (1976). An unconditional, timely acceptance of an offer, properly communicated to the offeror, constitutes a meeting of the minds of the parties and establishes a contract. Wheeler v. Woods, Wyo., 723 P.2d 1224 (1986); Schacht v. First Wyoming Bank, N.A.--Rawlins, Wyo., 620 P.2d 561 (1980); Madison v. Marlatt, Wyo., 619 P.2d 708 (1980); Crockett v. Lowther, supra; Trautwein v. Leavey, Wyo., 472 P.2d 776 (1970); Central Coast Construction v. Lincoln-Way Corporation, 404 F.2d 1039 (10th Cir.1968).

Whether a contract has been entered into depends on the intent of the parties and is a question of fact, United States Through Farmers Home Administration v. Redland, Wyo., 695 P.2d 1031 (1985), and this is so with reference to oral contracts.

"Whether an oral contract exists, its terms and conditions and the intent of the parties are questions of fact. Jim's Water Service, Inc. v. Alinen, Wyo., 608 P.2d 667 (1980)." Richardson v. Green, Wyo., 644 P.2d 778, 779 (1982).

Finally,

"An agreement to make a written contract where the terms are mutually understood and agreed on in all respects is as binding as the written contract would be if it had been executed." Robert W. Anderson Housewrecking and Excavating, Inc. v. Board of Trustees, School District No. 25, Fremont County, Wyoming, Wyo., 681 P.2d 1326, 1331 (1984).

"In general, the principle is well settled that where the parties to a contract intend that it shall be closed and consummated prior to the formal signing of a written draft, the terms having been mutually understood and agreed upon, the parties will be bound by the contract actually made, although it be not reduced to writing; but, on the other hand, if the parties do not intend to close the contract until it shall be fully expressed in a written instrument properly attested, then there will be no complete contract until the agreement shall be put into writing and signed." Summers v. Mutual Life Ins. Co., 12 Wyo. 369, 75 P. 937, 943 (1904).

The record reflects that, during the pleading and discovery stages of the case, all four parties engaged in settlement negotiations. Counsel for the parties met on September 10, 1987 to further discuss settlement. An understanding was reached on all items except one which involved a payment by appellant to appellees McCoys. Counsel for appellant stated that she had authority to pay $10,000 and counsel for appellees McCoys stated that he had authority to accept $12,000. Counsel for appellant suggested that each party contribute $500 from their respective positions in compromise of the difference. It was agreed that counsel would contact their clients and recommend acceptance of the suggestion.

Later, in a four-way telephone conversation, all counsel reported acceptance by their clients of the suggestion, ¹ and it was agreed that they would meet the following day at 3:00 p.m. to execute the documents and close the transaction.

At 3:00 p.m. the next day, all parties and their counsel met as agreed except appellant and its counsel. Shortly after 3:00 p.m., appellant's counsel arrived and announced that her client would not be there and that "we don't have a deal."

Appellant's contention is that payment and execution of the settlement document "were conditions precedent to the settlement." Appellees contend that a binding oral agreement settling the litigation was entered into by all of the parties during the fourway telephone conference on September 10, 1987, and that payment thereunder and execution of the settlement document were no more than performance of the terms of the oral settlement agreement. The evidence of the prevailing parties presented at the hearing was sufficient to support the finding of the trial court that appellees' contention was correct.

In addition to the testimony set forth in note 1, supra, counsel for appellees Morrises testified in part "Q. Do you recall any discussion of the 10th, of the time effectuating the settlement?

"A. During the telephone and conversations previously, I distinctly remember Mike Davis ² putting that on as a condition, as of the close of business of Friday, the 11th of September. He indicated to all of us that he would not instruct his clients to come down off of the mountain until he was certain that we had a firm deal.

"Q. Was Ms. Reiter ³ present when those statements were made by Mr. Davis?

"A. Yes, she was.

"Q. And what, if anything, was said during the telephone conversation, to which all of the parties were party, concerning the timing of the accord which had been reached?

"A. The same thing. That we would meet at 3:00 o'clock, as we had discussed earlier that morning. We would meet at 3:00 o'clock on the following afternoon to sign the documents and exchange the checks.

* * *

* * *

"Q. Mr. Healy, is there any doubt in your mind that the parties had reached an agreement on all terms of this agreement by the afternoon of September 10th?

"A. None whatsoever." (Emphasis added.)

Robert Koester, counsel for appellee Sheridan National Bank, testified in part:

"Q. * * * Mr. Koester, I think we were still on the telephone call that you had, among all four counsel; correct?

"A. Yes.

* * *

* * *

"Q. Were there any--Well, in fact, during that conversation, did Ms. Reiter say anything respecting the question of whether or not all parties had an agreement?

"A. I don't recall.

"Q. Was there any other discussion among anybody else that would lead you to believe you had an agreement?

"A. I believe everybody agreed there was an agreement at that time."

Mike Davis testified in part:

"Q. So as I understand it, at that point and time, counsel for all four parties participated in the conference call?

"A. That's correct.

"Q. Did you develop any understanding whether at that time the parties had reached an agreement with respect to the litigation?

"A. My understanding was that we had reached an agreement to settle on the terms we have indicated."

Even Darlene Rieter testified in part:

"Q. Ms. Rieter, you testified there was a meeting in your office on the morning of September 10th; do you recall that?

"A. Yes.

"Q. At that time it was the case that Sawmills had extended authority to you to settle with Mr. Morris for twelve thousand dollars?

"A. No, that is not correct. Oh, I am sorry, Mr. Morris?

"Q. Yes.

"A. Yes.

"Q. And you expressed that, did you not?

"A. I am not sure that that was expressed at that meeting. Right at this moment I think perhaps that had been...