Philippe Lajaunie, individually and derivatively as a member of Beartooth Mountain Springs, LLC and American Summits, LLC
339 P.3d 277
Wyo.2014Background
- Beartooth Mountain Springs, LLC (Beartooth) formed in 2007; Lajaunie invested $300,000 (40%); Singer and brother contributed services and spring access; Lajaunie and Singer were co-managers but Singer ran day-to-day operations and controlled finances.
- Beartooth obtained an $875,000 bank loan in 2009; the bank required Lajaunie’s unlimited personal guarantee and the Singer Ranch as collateral.
- Lajaunie emailed the bank asserting “I guarantee one truck a day (14,400 bottles)…I can sign a yearlong recurrent Purchase Order,” and later Beartooth defaulted; bank foreclosed and Lajaunie purchased Beartooth assets and the ranch.
- Singer sued by counterclaim alleging promissory estoppel (and sought later to amend to allege fraud), alleging he relied on Lajaunie’s guarantee when pledging the ranch; district court granted summary judgment for Lajaunie on promissory estoppel and denied amendment to add fraud.
- At trial on Lajaunie’s fiduciary-duty claims, the jury awarded limited damages; Lajaunie appealed admissibility of evidence that he guaranteed purchases and later bought assets; Singer appealed denial of his counterclaim amendment and summary judgment ruling.
- The Wyoming Supreme Court reversed: summary judgment on promissory estoppel and denial of amendment were errors (genuine factual disputes on reliance); admission of irrelevant evidence (Lajaunie’s alleged guarantee and asset purchase) at trial was an abuse of discretion and likely prejudicial, requiring reversal and remand.
Issues
| Issue | Lajaunie’s Argument (Plaintiff) | Singer’s Argument (Defendant) | Held |
|---|---|---|---|
| Whether summary judgment was proper on Singer’s promissory estoppel counterclaim | The "guarantee" email was a prediction, and even if a promise, it was made after the loan application so Singer could not have relied on it | The email was a clear, definite promise that induced Singer to pledge the ranch and incur detriment | Reversed: genuine factual disputes about timing and reliance precluded summary judgment; movant failed to show no material issue remained |
| Whether the district court erred denying leave to amend counterclaim to add fraud and add Singer’s brother as counterclaimant | Amendment was futile because reliance cannot be shown; fraud claim would fail | Proposed fraud arises from the same statements and factual allegations and should be tested on the merits; brother’s collateral pledge also implicates reliance | Reversed: denial tied to erroneous summary judgment on reliance; amendment should be allowed for the court to consider on remand |
| Whether summary judgment was premature before discovery completed | (Not decided substantively by court because other errors warranted reversal) | Singer argued discovery was needed to prove timing/reliance | Court did not decide; remand assumes reasonable discovery will be allowed |
| Whether district court abused discretion admitting evidence that Lajaunie later purchased assets and had guaranteed purchases | Such evidence was irrelevant to the fiduciary-duty claims, prejudicial, and should have been excluded | Singer argued Lajaunie "opened the door" and the evidence was permissible background to explain motivations | Reversed: evidence was irrelevant to breach/damages, admission was an abuse of discretion and likely affected jury verdict; remand for new proceedings |
Key Cases Cited
- Jacobs Ranch Coal Co. v. Thunder Basin Coal Co., LLC, 191 P.3d 125 (Wyo. 2008) (standard of review for summary judgment)
- Michie v. Board of Trustees of Carbon County School Dist. No. 1, 847 P.2d 1006 (Wyo. 1993) (promissory estoppel as equitable remedy)
- City of Powell v. Busboom, 44 P.3d 63 (Wyo. 2002) (elements of promissory estoppel; reliance and injustice allocation)
- Birt v. Wells Fargo Home Mortg., Inc., 75 P.3d 640 (Wyo. 2003) (elements and burden for fraud and misrepresentation)
- Beaudoin v. Taylor, 492 P.2d 966 (Wyo. 1972) (liberal policy in granting leave to amend pleadings)
- Excel Construction, Inc. v. HKM Engineering, Inc., 228 P.3d 40 (Wyo. 2010) (fraud pleading particularity and standards)
- Proffit v. State, 191 P.3d 974 (Wyo. 2008) (abuse of discretion and harmless-error analysis for evidentiary rulings)