421 P.3d 538
Wyo.2018Background
- In Dec 2015 Burton Construction (seller) and Justin Larson (buyer) signed a form contract for a new 2015 Skyline mobile home for $43,000; the form contained boilerplate language requiring the seller to "execute and deliver a Wyoming title" at closing and stated buyer "shall be responsible for sales tax, if any."
- Burton, a dealer/reseller, customarily transfers new homes using a Manufacturer's Certificate of Origin (MCO) (lender holds MCO until sale); delivering an MCO at closing would generate $1,806 sales tax for Larson if title issuance occurred differently.
- At the rushed closing Burton presented an MCO (not a Wyoming certificate of title); Larson refused to proceed, cancelled the closing, demanded return of earnest money, and declined further closings unless a Wyoming title was delivered.
- Burton sued for breach (specific performance or damages); the circuit court found mutual mistake and cancelled the contract; the district court reversed and held Larson breached by refusing to close and tender sales tax.
- The Wyoming Supreme Court granted review, affirmed reversal of the mutual-mistake ruling, reversed the district court's holding that Larson breached, and found Burton breached for failing to deliver the contractually required Wyoming title at closing; the case was remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument (Larson) | Defendant's Argument (Burton) | Held |
|---|---|---|---|
| Whether circuit court properly applied mutual mistake doctrine | The written contract did not reflect parties' antecedent agreement about transfer process; mutual mistake justified cancellation | Contract language controls; no antecedent agreement about title transfer process | Circuit court erred; mutual mistake not established (reversed) |
| Whether Burton breached by not delivering Wyoming title at closing | Burton failed to deliver required Wyoming title; MCO was imperfect tender justifying Larson's refusal | Delivery of MCO + bill of sale substantially performed and was commercially reasonable substitute; buyer obligated to pay sales tax | Burton breached: contract unambiguously required Wyoming title at closing; MCO was imperfect tender and buyer justified in rejecting (Larson not in breach) |
| Whether UCC/perfect tender applies and overrides substantial performance | UCC governs sale of mobile home; perfect tender allows buyer to reject nonconforming delivery | Substantial performance or UCC cure/substitute doctrines should allow MCO as acceptable | UCC applies; perfect tender rule controls—seller must deliver conforming title at closing; substantial performance inapplicable here |
| Whether buyer's refusal to attempt closing constituted anticipatory repudiation or breach | Larson's refusal was response to seller's repudiation (clear intent not to deliver title); justified suspension of performance | Larson unjustifiably refused to attend and tender sales tax, thus breached | Larson justified in abandoning closing; Burton repudiated and breached; buyer did not breach |
Key Cases Cited
- Ohio Cas. Ins. Co. v. W.N. McMurry Constr. Co., 230 P.3d 312 (Wyo. 2010) (standards for mutual mistake and contract interpretation)
- Gumpel v. Copperleaf Homeowners Ass'n, Inc., 393 P.3d 1279 (Wyo. 2017) (elements required to prove mutual mistake)
- Mathis v. Wendling, 962 P.2d 160 (Wyo. 1998) (mutual mistake principles)
- Pope v. Rosenberg, 361 P.3d 824 (Wyo. 2015) (contract interpretation—objective intent and four-corners rule)
- Bear Peak Res., LLC v. Peak Powder River Res., LLC, 403 P.3d 1033 (Wyo. 2017) (doctrine of substantial performance explained)
- Meuse-Rhine-Ijssel Cattle Breeders of Canada Ltd. v. Y-Tex Corp., 590 P.2d 1306 (Wyo. 1979) (UCC may govern terms even if parties did not invoke it)
- Schlinger v. McGhee, 268 P.3d 264 (Wyo. 2012) (elements of breach of contract)