423 P.3d 317
Wyo.2018Background
- Action Snowmobile & RV (Action), the sole Polaris dealer in Teton County, sold its business after CW Buffalo Partners (CW Buffalo) managed the business and Most Wanted Performance (Most Wanted) ultimately purchased Action's assets in March 2013.
- Action alleged CW Buffalo and Most Wanted conspired to induce Shaun King (Action's president) into agreements through fraudulent and negligent misrepresentations so Most Wanted could obtain the Polaris dealership.
- Most Wanted attached Trevor Eva’s affidavit and transaction documents showing it made no direct representations to King and that CW Buffalo was not acting as Most Wanted’s agent.
- Action submitted King’s affidavit and other materials, but the district court found them conclusory, speculative, or not based on personal knowledge.
- The purchase agreements included a broad mutual release of claims; the district court held the release barred Action’s conversion claim because Action failed to prove fraud that would vitiate the release.
- The district court granted summary judgment for Most Wanted on fraud, negligent misrepresentation, civil conspiracy, and conversion; the Wyoming Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud — Did Most Wanted make false representations (directly or via CW Buffalo) to induce the sale? | CW Buffalo and Most Wanted colluded and made false promises that induced King to sell | Eva affidavit: Most Wanted made no representations to King; CW Buffalo was not Most Wanted’s agent; documentary record supports lack of fraud | Summary judgment for Most Wanted — Action offered only conclusory/speculative evidence, insufficient to create genuine issue |
| Negligent misrepresentation — Did Most Wanted supply false information causing pecuniary loss? | Representations and inducement by CW Buffalo/Most Wanted caused loss | Most Wanted showed no communications or agency; Action must show false statements and justifiable reliance with admissible evidence | Summary judgment for Most Wanted — Action failed to produce competent admissible evidence |
| Civil conspiracy — Was there a meeting of the minds and unlawful overt acts to take the dealership? | CW Buffalo and Most Wanted agreed to "steal" the Polaris dealership through coordinated acts | Most Wanted: pre-sale discussions concerned litigation or other business proposals, not a takeover; no meeting of minds shown | Summary judgment for Most Wanted — no evidence of concerted plan or meeting of minds |
| Conversion — Did Most Wanted wrongfully take Action’s inventory, files, computers? | Inventory and business property were taken while King was abroad; release clause in sale agreement is void if procured by fraud | Most Wanted: acquisition was without fault; the March 15 purchase agreement contains a mutual release; no fraud shown to invalidate release | Summary judgment for Most Wanted — release enforceable and acquisition without fault; Action failed to rebut |
Key Cases Cited
- Rogers v. Wright, 366 P.3d 1264 (Wyo. 2016) (summary judgment standard and review)
- Jones v. Schabron, 113 P.3d 34 (Wyo. 2005) (opposing party must produce competent admissible evidence; speculation insufficient)
- Birt v. Wells Fargo Home Mortg., Inc., 75 P.3d 640 (Wyo. 2003) (elements of fraud claim)
- White v. Shane Edeburn Constr., LLC, 285 P.3d 949 (Wyo. 2012) (elements of civil conspiracy)
- Snyder v. Lovercheck, 992 P.2d 1079 (Wyo. 1999) (summary judgment evidentiary burdens)