P & N Investments, LLC, d/b/a Dickey's Barbecue Pit v. Frontier Mall Associates, LP, 2017 WY 62

Background

P & N Investments (tenant) leased retail space in Frontier Mall to operate a Dickey’s Barbeque Pit and obtained a $150,180 tenant finish allowance conditioned on specified requirements in Exhibit B, §1.5(b).
P & N hired CCI as general contractor and paid CCI $308,929.55 (the full contract price); CCI failed to pay several subcontractors, leaving approximately $90,000 unpaid.
Section 1.5(b) required tenant to furnish: (1) evidence satisfactory to landlord from the general contractor and any subcontractors that any liens that have been or may be filed have been satisfied or waived, and (2) an affidavit that “all work has been paid for.”
No liens were filed within Wyoming’s statutory lien period (150 days), but subcontractors remained unpaid. P & N submitted an affidavit stating it paid CCI in full and that no liens had been or would be filed.
P & N sued for the finish allowance; Mall counterclaimed. The district court granted summary judgment for the Mall, holding the lease language unambiguous and the conditions unsatisfied. The Wyoming Supreme Court affirmed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the lease requires proof subcontractors and GC paid in full before landlord pays finish allowance	P & N: Lease requires only evidence that no liens exist and that P & N paid the GC; affidavit that P & N paid CCI fulfills “all work has been paid for.”	Mall: Lease requires evidence from both GC and subcontractors and an affidavit that literally “all work” (including subcontractors’ work) has been paid.	Court: Unambiguous; “all work” includes subcontractors; P & N did not satisfy conditions; summary judgment for Mall affirmed.
Whether passage of lien‑filing period satisfies lien‑release requirement	P & N: Since lien period expired and no liens were filed, lien requirement effectively satisfied.	Mall: Landlord still entitled to evidence satisfactory that any liens filed or that may be filed are satisfied/waived.	Court: Even if lapse of filing period might address lien concern, it does not cure unpaid subcontractor payments required by the separate affidavit condition.
Whether P & N’s affidavit that it paid CCI satisfies affidavit requirement	P & N: Affidavit that it paid CCI in full complies with requirement that “all work has been paid for.”	Mall: Affidavit must attest that all work (including subcontractors’ work) has been paid; P & N’s affidavit is insufficient.	Court: “All” construed plainly to mean everything; P & N’s affidavit insufficient.
Whether extrinsic evidence (contract with CCI or industry custom) changes interpretation	P & N: Industry custom and CCI contract (bar on P & N contacting subs) show intent was only to require payment to GC.	Mall: Lease language controls; objective contract interpretation governs.	Court: Unambiguous language controls; extrinsic evidence not used to create ambiguity or rewrite contract.

Key Cases Cited

Comet Energy Servs., LLC v. Powder River Oil & Gas Ventures, LLC, 185 P.3d 1259 (Wyo. 2008) (court’s goal is to discern parties’ intent from contract language and context)
Caballo Coal Co. v. Fidelity Exploration & Production Co., 84 P.3d 311 (Wyo. 2004) (plain meaning of “all” embraces entirety of subject matter)
Claman v. Popp, 279 P.3d 1003 (Wyo. 2012) (determination of contract ambiguity and meaning are questions of law reviewed de novo)
Hunter v. Reece, 253 P.3d 497 (Wyo. 2011) (interpret contract as a whole and give terms their plain meaning)
Wolter v. Equitable Res. Energy Co., 979 P.2d 948 (Wyo. 1999) (extrinsic evidence may not be used to create ambiguity when none exists)