Joyce Halling and Medcon Inc., a Utah corporation v. David A. Yovanovich and Ornella Dalla Bona
2017 WY 28
| Wyo. | 2017Background
- In 2007 Mr. Bentley sold Lot 7 as tenants in common to Professional Business Holdings, LP (PBH) and MedCon, Inc.; each purchaser gave separate security instruments: PBH executed a mortgage (PBH Mortgage) and MedCon executed a promissory note (MedCon Note) and mortgage (MedCon Mortgage).
- Bentley assigned his PBH-related mortgage rights to 1st Bank (recorded 2008). Later PBH conveyed its half-interest to 1st Bank via deed in lieu after default; MedCon did not make payments on its note.
- Bentley separately assigned the MedCon Note to Yovanovich (assignment of note in 2008 and assignment of mortgage later); Yovanovich sued MedCon in 2014 for breach of the MedCon Note.
- The district court granted summary judgment for Yovanovich, finding the assignment enforceable, the 1st Bank assignment did not include MedCon’s interest, the deed in lieu did not release MedCon, and damages of $140,353 (principal plus 6% annual interest accrued monthly for two years) were owed.
- MedCon’s post-judgment motion to amend its answer to add a counterclaim was denied; Yovanovich cross-appealed damages and appealed prejudgment/post-judgment interest issues. The Supreme Court affirmed most holdings but reversed for failure to award prejudgment interest and remanded for calculation.
Issues
| Issue | Plaintiff's Argument (Yovanovich) | Defendant's Argument (MedCon) | Held |
|---|---|---|---|
| Enforceability of assignment / existence of contract | Assignment of MedCon Note to Yovanovich created enforceable contract and right to sue | 1st Bank assignment or deed in lieu had already conveyed/terminated Bentley’s rights so Yovanovich had nothing to assign | Affirmed: 1st Bank assignment covered only PBH’s half-interest; Bentley retained and validly assigned the MedCon Note to Yovanovich |
| Ambiguity in the assignment language | Assignment clearly referenced the MedCon Note dated Aug 17, 2007 for $124,520 and thus included MedCon’s note despite a stray name | Inclusion of David Halling’s name renders the assignment ambiguous and unenforceable | Affirmed: instrument read with the note is unambiguous; stray name was a clerical error and did not create ambiguity |
| Denial of leave to amend answer to assert counterclaim | MedCon sought to add a competing-property claim; should be allowed under Rule 15 | Motion was untimely, prejudicial, and futile because it failed to join necessary party (1st Bank) and came after final order | Affirmed: denial not abuse of discretion due to undue delay and futility (missing joinder) |
| Damages and interest (calculation, prejudgment, post-judgment) | Contract rate was 6% "accrue @ 6% monthly" — argued this meant 6% per month compounded (very high) and sought post-judgment and prejudgment interest | Court interpreted clause as 6% per year accruing monthly; requested prejudgment interest and post-judgment interest under statutes | Partially affirmed: court’s interest calculation (6% annual, accrued monthly) was correct; trial court abused discretion by failing to award prejudgment interest (remanded to calculate); post-judgment interest follows statutory scheme and is mandatory unless contract provides otherwise |
Key Cases Cited
- Schlinger v. McGhee, 268 P.3d 264 (Wyo. 2012) (elements of breach of contract claim)
- Comet Energy Servs., LLC v. Powder River Oil & Gas Ventures, LLC, 239 P.3d 382 (Wyo. 2010) (assignments are contracts; interpret per contract rules)
- Winter v. Pleasant, 222 P.3d 828 (Wyo. 2010) (contract interpretation: determine parties’ intent; unambiguous terms control)
- Amoco Prod. Co. v. Stauffer Chem. Co. of Wyo., 612 P.2d 463 (Wyo. 1980) (extrinsic evidence not considered where ambiguity can be resolved from contract as a whole)
- Rice v. Collins Commc’n, Inc., 236 P.3d 1009 (Wyo. 2010) (summary judgment burden and opposing party’s duty to produce specific facts)
- KM Upstream, LLC v. Elkhorn Constr., Inc., 278 P.3d 711 (Wyo. 2012) (prejudgment interest available when claim is liquidated and debtor had notice)
- Parker v. Artery, 889 P.2d 520 (Wyo. 1995) (statutory post-judgment interest begins to run when judgment entered)
- Sinclair v. Sinclair, 357 P.3d 1100 (Wyo. 2015) (statutory interest under § 1-16-102 is mandatory; limited exceptions discussed)