Coates v. Kaufman
Annotate this Case
Coates v. Kaufman
1991 WY 130
818 P.2d 1141
Case Number: 90-29
Decided: 10/21/1991
Supreme Court of Wyoming
ROSS M. COATES, APPELLANT (DEFENDANT),
v.
DON OWEN KAUFMAN AND
JENNIFER KAY KAUFMAN, APPELLEES (PLAINTIFFS).
Appeal from the District
Court, NatronaCounty, Harry E. Leimback,
J.
Thomas M. Hogan,
Casper, for
appellant.
Lawrence E. Middaugh,
Casper, for
appellees.
Before URBIGKIT, C.J.,
and THOMAS, CARDINE, MACY and GOLDEN, JJ.
URBIGKIT, Chief
Justice.
[¶1.] We resolve a contention
for this case that contract ambiguity was ignored by the district court in favor
of its holding the parties to the four corners of an unambiguous agreement.
Appellant, Ross M. Coates, purchased property located at the PathfinderLakeMarina,
Alcova, Wyoming, from appellees, Don Owen Kaufman and
Jennifer Kay Kaufman (Kaufman). Coates defaulted in his payments to Kaufman, and
Kaufman sought specific performance of the contract. During the course of the
litigation, the parties entered into a release and settlement of sorts which
extinguished the original contract. The district court found, insofar as the
issues presented to it were concerned, the release and settlement was
unambiguous and, as a result, the district court decreed that neither party
could pursue any claim against the other arising out of the original contract
leaving Kaufman entitled to the property possession.
[¶2.] We affirm.
[¶3.] Coates presents two
issues for our consideration:
(1) Did the trial court
err in granting the Plaintiffs/Appellees [Kaufmans] possession of all of the
property which they had sold to the Defendant/Appellant [Coates]?
or in the
alternative,
(2) If the
Plaintiffs/Appellees are entitled to possession of all the property sold to the
Defendant/Appellant, is the Defendant/Appellant entitled to a recovery of all
monies paid to the Plaintiffs/Appellees for the property?
[¶4.] In response, Kaufman
contends:
Does the appellant
meet the requisite burden of proof to support a reversal or modification of the
Trial Court's Judgment?
[¶5.] The parties entered
into a contract on March 1, 1986, in which Kaufman sold to Coates1 real and personal property located
at the PathfinderLakeMarina
at Alcova, Wyoming. When Coates failed to pay the balance
due on the purchase price of the property, Kaufman sought to recover those
monies. Kaufman initiated suit by complaint filed on January 18, 1988, seeking
specific performance. Coates answered, generally denying the allegations of the
complaint and counterclaiming that he had been induced to enter into the
contract by fraudulent representations made by Kaufman concerning the financial
condition of the Marina. The basic terms of the original
contract were: a purchase price of $115,000; Coates paid $35,000 as a down
payment; and, Coates was to pay Kaufman $10,542.25 on September 15, 1986, and
nine successive annual payments of $12,686.47. In the event of default, the
contract gave Kaufman the option of seeking specific performance, as he chose to
do, or initiating foreclosure proceedings. The parties agree that Coates made a
$10,000 payment on the property in 1986, in addition to the $35,000 down
payment.
[¶6.] In April 1988, as a
means of trying to resolve their dispute, Kaufman and Coates entered into a
second agreement entitled, "MUTUAL RELEASE OF CLAIMS BASED ON CONTRACT." Neither
party contests the existence or efficacy of that agreement in this appeal and,
indeed, Coates relies upon it in formulating his argument. That agreement
provided:
This mutual release,
executed on April __, 1988, between Don O. Kaufman and Jennifer K. Kaufman of
5017 Alcova Route, Box 81, Casper, Wyoming, hereinafter referred to as Sellers,
and Ross M. Coates of 5017 Alcova Route, Box 39, Casper, Wyoming, and Candace
Coates of (address) Casper, Wyoming, hereinafter referred to as Buyers, is
intended to effect the extinguishment of obligations as herein
designated.
Disputes and
differences have arisen between Sellers and Buyers with respect to that certain
agreement in writing entered into between the parties on March 1, 1986, which
agreement presently is made a part of this release and incorporated by
reference. A copy of the agreement is attached to this mutual release in order
that all such claims, demands, actions, responsibilities, and liabilities of the
respective parties may be ascertained. The parties have agreed to execute this
mutual release in settlement of such disputes and differences.
In consideration of
the mutual relinquishment of their respective legal rights with reference to the
above-mentioned disputes and differences, in consideration of the execution of
this mutual release, in consideration of Paul E. Steffey having taken over
Buyers' debt under the above-referenced agreement, and in consideration of
Buyers having granted Sellers a security interest in their personal property to
secure the payment of the debt now owed the Sellers by Paul E. Steffey, each
party for himself/herself and his/her heirs and legal representatives, expressly
releases the other, and the heirs and legal representatives of the other from
all liability for claims and demands arising out of the agreement as above
described. The parties mutually agree that the agreement shall be and is hereby
rescinded, terminated, and cancelled as of ____, 1987.
This release includes,
but is not limited to, all claims, counterclaims, and actions based on a breach
of such contract as set forth and alleged in a complaint filed in the action
entitled DON OWEN KAUFMAN and JENNIFER KAY KAUFMAN, Plaintiffs, vs. ROSS M.
COATES AND CANDACE COATES, Defendants, Civil Action No. 62954 in the District
Court for the Seventh Judicial District in and for Natrona County, Wyoming,
which complaint and counterclaim are hereby incorporated by reference into this
release for greater certainty.
This release shall
forever settle, adjust, and discharge all claims of Sellers against Buyers and
all claims of Buyers against Sellers, and the above designated case shall be
dismissed with prejudice, each party to pay his/her own costs.
[¶7.] As noted, the blanks
were not filled in and there are other obvious deficiencies in this agreement.
Also, other documents attached to the release set out above included a draft of
an agreement which provided that Paul Steffey was to pay $18,000 on behalf of
Coates, apparently on the balance Coates owed on a loan he negotiated in order
to make his down payment on the Marina property, as well as a promissory note
from Steffey to Coates in an amount that is left blank. The apparent purpose of
these documents was to permit Steffey to purchase the Marina property from
Coates with Kaufman's blessing. Steffey did not execute either of these
documents, but he did run the Marina during the 1988 season under what he
described as an oral agreement which essentially parallelled the unexecuted,
written agreement. There are also a number of other documents which were
produced as a part of the Mutual Release of Claims Based on Contract, including
those which would have memorialized Kaufman's participation in facilitating the
sale to Steffey, but for the most part these documents were not executed. Also,
the stipulation to dismiss this civil suit as part of the consideration for the
overall release and settlement agreement was not executed. Neither party
seriously contests that the gist of the release agreement was carried forward on
an oral basis. Steffey did assume responsibility for running the Marina during 1988, but
eventually he simply departed, leaving Coates and Kaufman to again settle their
differences.
[¶8.] The district court
determined the parties had effectuated the Mutual Release of Claims Based on
Contract and that Coates had no further claims against Kaufman, and Kaufman had
no further claims against Coates. The district court also found Kaufman was
entitled to possession of the property which he had sold to Coates. Coates
appealed that order and designated as the record on appeal only the court file.
He did not order a transcript, asserting that none was necessary.
[¶9.] This is not a case like
Hayes v. Production Credit Ass'n of the Midlands, 813 P.2d 1302 (Wyo. 1991), where we held
that a compromise and settlement had the effect of extinguishing a prior
judgment. However, there is this important similarity: here the district court
found that the Mutual Release of Claims Based on Contract was entered into by
the parties, and that it had the effect of extinguishing the original real
estate sales contract. We cannot question the district court's determination in
this regard because, in the absence of a transcript of the evidence heard by the
district court, we must presume the evidence supports that conclusion. Matter of
Wyoming Game and Fish Com'n, 773 P.2d 941
(Wyo. 1989); Charter Thrift and Loan v. Cooke,
766 P.2d 522 (Wyo. 1988); WyomingState
Treasurer ex rel. Workmen's Compensation Dept. v. Schultz, 444 P.2d 313
(Wyo. 1968).
Assuming as we must that the release was agreed to, we then must look first to
it for the resolution of the issues presented by Coates.
[¶10.] The Mutual Release of Claims Based on
Contract is unambiguous in extinguishing the original agreement between the
parties. It is also unambiguous in its statement that all claims that could have
been made by either party against the other under that contract are released.
There may be ambiguities in other portions of the agreement, particularly in
light of the failure of the Steffey stewardship of the Marina to come to
fruition, but those ambiguities can have no affect on the matters at issue here.
See Svalina v. SplitRockLand and
Cattle Co., 816 P.2d 878 (Wyo. 1991). The question of construction
absent material ambiguities is one of law and for the court to determine. Cliff
& Co., Ltd. v. Anderson, 777 P.2d 595
(Wyo. 1989); True Oil Co. v. Sinclair Oil
Corp., 771 P.2d 781 (Wyo. 1989); Bosler v.
Coble, 14 Wyo.
423, 84 P. 895 (1906). The obvious and unavoidable conclusion is, and we so
hold, that Coates could no longer claim that he was owed money by Kaufman for
whatever interest he had in the Marina property (based either upon the $35,000
down payment2 and the additional $10,000
payment,3 or his claim of fraud), and Kaufman
could no longer claim Coates was required to pay the remaining balance of
$80,000 plus interest. Of necessity, possession of the property then reverted to
Kaufman.
[¶11.] The judgment of the district court is
affirmed.
FOOTNOTES
1 Originally, both Ross M.
Coates and his wife, Candace Coates, were parties to this action. However,
during its pendency they were divorced and Ross Coates was awarded any interest
in the Marina as
his sole property.
2 That down payment was
obtained by a loan secured by the purchaser for which Coates gave a security
interest in the tangible personal property assets to the lender, United Savings
Bank of Wyoming. Whatever remains of that
indebtedness, originally in the amount of $35,000, now undoubtedly continues to
be some character of a lien on the property upon reacquisition by Kaufman. In
particular, if the liquor license is included, the security interest cloud may
well require settlement with the lender or its likely successor in interest for
the loan, Federal Deposit Insurance Corporation/Resolution Trust Corporation.
Coates never paid $45,000 unless he has, since litigation, satisfied United
Savings Bank's $35,000 loan since pledged assets were sale property. In
colloquial terms, this was a bootstrapped purchase where the down payment was
borrowed upon the security of purchased assets. In effect, the seller finances
for the buyer the down payment that he receives.
3 Coates seeks recovery of
all monies he paid to Kaufman, but makes no offer to account for or recompense
Kaufman for the period when Kaufman did not have possession of the property.
Although Coates comes to this court with what amounts to an equitable argument,
he is unsuccessful because he has failed to offer equity in return. He who seeks
equity must do equity. Harney v. Montgomery, 29 Wyo. 362, 381, 213 P. 378 (1923). Moreover,
Kaufman got the property back, but apparently with some rather serious clouds on
the title as a result of actions taken by Coates while he was in
possession.
Finally, we note that
had Kaufman pursued his alternative remedy of foreclosure, as permitted under
the original contract, the result would likely have been the same, i.e., under
the foreclosure provision, Kaufman could retain the down payment as well as any
additional payments in the event of a default by Coates.
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