Jason Thornock v. Pacificorp, an Oregon Company
2016 WY 93
| Wyo. | 2016Background
- Thornock contracted with PacifiCorp (Mar 2010) for electric service to an irrigation pivot and agreed to provide rights-of-way at no cost; attached documents referenced an existing 1967 Esterholdt pole-line easement.
- Esterholdts objected and sued PacifiCorp; PacifiCorp returned Thornock’s $10,248 payment (May 2010) and declined to enter Esterholdt property pending litigation over the easement’s validity.
- Thornock executed a second service contract (June 29, 2010) with an explicit integration/supersession clause: it "replaces and supersedes in their entirety all prior agreements between the parties related to the same subject matter." Attached documents for the second contract showed use of a different (Dayton) easement.
- PacifiCorp built and continues to supply power via the Dayton easement under the second contract; the Esterholdt easement was later judicially upheld in separate litigation.
- Thornock later sued, alleging PacifiCorp breached the first contract (and the duty of good faith) by not providing service via the Esterholdt easement; PacifiCorp moved for summary judgment asserting multiple defenses, including that the second contract superseded the first.
- The district court granted summary judgment for PacifiCorp; the Wyoming Supreme Court affirmed, holding the second contract’s plain-language supersession clause applied because both contracts had the same subject matter: supplying electricity to Thornock’s irrigation pivot.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the second contract superseded the first | Thornock: contracts concern different subject matters (different easements); second contract was a temporary workaround, so it did not supersede the first | PacifiCorp: both contracts share the same subject matter (electric service to the irrigation pivot); the second contract’s integration clause supersedes prior agreements | Court: Second contract supersedes first; subject matter is provision of electric service to pivot, not a specific easement |
| Whether extrinsic evidence may alter contract meaning | Thornock: surrounding circumstances show parties intended Dayton route to be temporary | PacifiCorp: contract language controls; parol evidence cannot add terms contrary to the plain language | Court: Extrinsic evidence not admissible to contradict clear, unambiguous contract terms; context evidence allowed only for technical usage of terms, not to show subjective intent |
| Whether attached post‑execution documents incorporated specific easement terms | Thornock: attached documents referencing easements make easement-specific obligations part of contracts | PacifiCorp: attachments were not incorporated into contract language; contracts do not mandate a specific easement | Court: Attachments were not incorporated; documents created after signature and not referenced, so they do not make subject matter easement‑specific |
| Effect on related claims (breach, good faith, damages) | Thornock: PacifiCorp’s failure to use Esterholdt easement breached contract and good faith duty; damages available | PacifiCorp: supersession and performance under second contract negate breach and good faith claims; other defenses available | Court: Because first contract was superseded, claims based on it fail; performance under second contract undermines breach/good faith claims |
Key Cases Cited
- Esterholdt v. PacifiCorp, 301 P.3d 1086 (Wyo. 2013) (upholding validity of the 1967 pole-line easement at issue)
- Claman v. Popp, 279 P.3d 1003 (Wyo. 2012) (contract interpretation begins with plain language; objective approach; consider whole contract)
- Mullinnix LLC v. HKB Royalty Trust, 126 P.3d 909 (Wyo. 2006) (parol evidence rule and when surrounding circumstances may inform contract terms)
- Ultra Resources, Inc. v. Hartman, 226 P.3d 889 (Wyo. 2010) (use of extrinsic evidence limited to giving meaning to technical or special usages)
- Ecosystem Resources, L.C. v. Broadbent Land & Resources, LLC, 275 P.3d 413 (Wyo. 2012) (similar limitations on extrinsic evidence for unambiguous contract terms)