453 S.W.3d 855
Mo. Ct. App.2014Background
- Janet L. Wesslak (Jan) purchased 280 acres in her name using inherited funds; deeds recorded in her name alone.
- Jan signed a five-year written pasture lease with Gary Turner (tenant); Bob Wesslak (husband) did not sign. Turner paid Jan $2,500 and built a corral per the lease (labor by Turner, materials by Jan).
- Dispute arose after the Wesslaks allegedly hayed and bushhogged fields; Turner terminated the lease and removed his cattle.
- Turner sued Jan and Bob for breach of the written lease (Count I) and quantum meruit for construction/improvements (Count II); trial court entered judgment against both Jan and Bob for damages on both counts.
- Jan did not appeal; Bob appealed arguing he was neither a party to the lease nor the owner of the land and thus could not be liable on either theory.
- The appellate court affirmed liability as to Jan, reversed as to Bob, and remanded for entry of judgment against Jan only.
Issues
| Issue | Turner’s Argument | Bob’s Argument | Held |
|---|---|---|---|
| Whether Bob can be held liable for breach of the written lease | Bob had a legal right in the land as Jan’s husband or ratified/adopted the lease | Bob was not a party to the lease and did not own the land; nonparties aren’t bound | Reversed as to Bob — nonparties to a contract not liable; Bob not a landlord |
| Whether § 474.150 (spousal conveyance statute) makes Bob liable on the lease | § 474.150 gives rights to non‑conveying spouse and thus can be used to impose liability | Statute protects non‑conveying spouse and provides a cause to set aside conveyances, not to impose liability on the non‑conveying spouse | Reversed as to Bob — statute cannot be used as a sword to impose liability on non‑conveying spouse |
| Whether Jan acted as Bob’s agent / Bob was an undisclosed principal binding him to the lease | Jan signed as Bob’s agent; Bob therefore bound | Jan was the disclosed owner and principal; Bob could not be an undisclosed principal; an undisclosed principal or agent — but not both — may be held liable | Reversed as to Bob — agency/undisclosed principal theory inapplicable where Jan was the disclosed principal and sole owner |
| Whether Bob can be liable in quantum meruit for the corral improvements | Bob benefited indirectly (as husband) from lease, corral, and proceeds and should reimburse Turner | Quantum meruit requires that defendant directly benefit; Bob did not own the land nor directly receive the benefit | Reversed as to Bob — unjust enrichment/quantum meruit not shown as to Bob; benefit attributed to Jan as owner |
Key Cases Cited
- Kahn v. Prahl, 414 S.W.2d 269 (Mo. 1967) (nonparties to a contract are not bound by it)
- Drzewiecki v. Stock-Daniel Hardware Co., 293 S.W. 441 (Mo. App. 1927) (landlord must retain reversion/ownership to lease property)
- Lorimont Place, Inc. v. Jerry Lipps, Inc., 403 S.W.3d 104 (Mo. App. 2013) (undisclosed principal/agent rules: either agent or principal — not both — may be held liable)
- JB Contracting, Inc. v. Bierman, 147 S.W.3d 814 (Mo. App. 2004) (benefit of property improvements is attributed to the property owner for unjust enrichment)
- Miller v. Horn, 254 S.W.3d 920 (Mo. App. 2008) (quantum meruit requires proof that defendant benefitted)
- Cotner Productions, Inc. v. Snadon, 990 S.W.2d 92 (Mo. App. 1999) (quantum meruit as remedy for unjust enrichment)
- Landstar Investments II, Inc. v. Spears, 257 S.W.3d 630 (Mo. App. 2008) (contract binds only the parties thereto)
- Unlimited Equipment Lines, Inc. v. Graphic Arts Centre, Inc., 889 S.W.2d 926 (Mo. App. 1994) (ratification requires proof of unauthorized agent acting for principal)