452 P.3d 1276
Wyo.2019Background
- Jackson Hole Airport Board (Board), created by Town of Jackson and Teton County, had long contracted with Jackson Hole Aviation as the airport's FBO; FAA rules require FBO service and multiple FBOs when available.
- In 2017 the Board resolved to operate as the FBO and entered a $26 million Asset Purchase Agreement to acquire Jackson Hole Aviation’s assets (including listed intangible assets and trade name) financed by revenue bonds to be repaid from FBO revenue.
- Wyoming Jet Center, Teton Avjet, and four individuals (Appellants) sued for declaratory judgment, arguing revenue bonds may be used only to buy physical assets and that the Purchase Agreement improperly funded acquisition of intangible assets/goodwill.
- Appellants sought discovery (consultant valuation reports and attorney opinion letters); the district court denied motions to compel, finding the valuation and attorney opinions were not relevant to the purely legal statutory-interpretation question and some material confidential.
- The district court granted summary judgment for the Board, holding Wyo. Stat. § 10-5-101 authorizes airport boards to acquire "lands and other property" (tangible and intangible) and that the bond-issuance statutes cited in § 10-5-202 govern procedure, not substantive limits on what may be purchased.
- The Supreme Court of Wyoming affirmed the denial of discovery and the statutory ruling, concluding goodwill is an intangible property interest and revenue bonds may fund its acquisition under § 10-5-101.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Did the district court abuse its discretion by denying motions to compel (valuation reports and attorney opinion letters)? | Needed specific valuation reports to prove Board was buying goodwill (relevance); attorney letters not privileged because shared with Town/County. | Reports and letters not relevant to legal question; letters protected by common-interest attorney-client privilege; reports confidential. | No abuse of discretion; discovery denied as not relevant to the legal statutory-interpretation question and privilege not waived. |
| 2. May airport boards issue revenue bonds to fund purchase of intangible property (including goodwill)? | Revenue-bond statutes limit bond-funded purchases to physical "facilities" (reading §35-2-424 into §10-5-202), so bonds cannot buy intangible assets or goodwill. | §10-5-202 adopts the procedural framework of hospital-bond statutes; §10-5-101 governs what may be acquired and authorizes acquisition of "lands and other property," which includes intangible property. | Held that §10-5-101 authorizes purchase of both tangible and intangible property (including goodwill); the cross-reference in §10-5-202 supplies bond procedures, not substantive limits. |
Key Cases Cited
- Solvay Chems., Inc. v. Dep’t of Revenue, 430 P.3d 295 (Wyo. 2018) (agencies cannot act beyond statutory authority; ultra vires rule)
- Horse Creek Conservation Dist. v. State ex rel. Wyo. Attorney Gen., 221 P.3d 306 (Wyo. 2009) (state agencies only have statutorily conferred powers)
- Nelson v. State, 202 P.3d 1072 (Wyo. 2009) (standard: discovery rulings reviewed for abuse of discretion; reasonableness governs)
- Bd. of Prof’l Responsibility, Wyo. State Bar v. Stinson, 337 P.3d 401 (Wyo. 2014) (legal-opinion testimony offers legal conclusions and does not supply factual issues for the trier of fact)
- Metro. Nat’l Bank v. St. Louis Dispatch Co., 36 F. 722 (C.C.E.D. Mo. 1888) (Goodwill is recognized as intangible property)