438 P.3d 1005
Utah Ct. App.2019Background
- Nate Wade sponsored an eighth-hole hole‑in‑one contest at a charity golf tournament; a new Subaru was parked by the tee and a rule sheet listed a hole‑in‑one contest. No rule or sign stated eligibility limits.
- Brett Wayment, a professional golfer, made a hole‑in‑one and believed he had won the Subaru; the sponsor later refused to deliver the car after learning he was a professional.
- The tournament organizer and an insurance policy required the hole‑in‑one winner be an amateur, but that limitation was not communicated to players on the rule sheet or signs.
- Both sides presented expert testimony from golf professionals about customary practice: some pros opined professionals are generally excluded from such prizes unless eligibility is stated; others said professionals could reasonably expect eligibility—there is no uniform standard.
- Wayment sued for breach of contract (claiming an implied‑in‑fact unilateral contract). The district court granted summary judgment for Wayment; the court of appeals reversed, holding material fact questions remained about what Nate Wade’s objective manifestations communicated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Wayment’s hole‑in‑one accepted an offer creating an implied‑in‑fact unilateral contract | Wayment: the posted rule sheet, sponsor sign, and parked car manifested an offer; his performance (hole‑in‑one) accepted it | Nate Wade: no clear offer to all players was communicated; any limitation excluding professionals, though not written, prevents an enforceable offer; factual dispute exists | Reversed summary judgment; whether an implied‑in‑fact contract existed is a jury question because reasonable minds could differ on what the objective manifestations communicated |
| Whether undisputed expert testimony established as a matter of law that a pro could reasonably believe he was eligible | Wayment: experts show it was reasonable to believe he was eligible, so no factual dispute | Nate Wade: experts differ; testimony shows lack of uniform practice, creating factual disputes about reasonableness | Court: expert testimony that it "could be reasonable" did not eliminate dispute; jury must decide reasonableness |
| Proper standard for resolving implied‑in‑fact unilateral contract on summary judgment | Wayment: undisputed physical facts lead to only one reasonable inference of contract | Nate Wade: existence of implied contract depends on objective manifestations and is normally a factual question for the jury | Court: implied‑in‑fact contract questions are typically for the jury unless only one inference is possible; here multiple inferences exist |
| Whether uncommunicated conditions (eligibility limits) can bind players | Wayment: sponsor’s unexpressed intent to limit to amateurs cannot defeat the objective manifestations | Nate Wade: uncommunicated amateur requirement (and insurance condition) prevents an offer to professionals | Court: uncommunicated intentions do not automatically resolve the issue; absence of communicated limitation is one fact for the jury to weigh |
Key Cases Cited
- USA Power, LLC v. PacifiCorp, 235 P.3d 749 (Utah 2010) (reasonable inferences from undisputed facts can create material factual disputes on summary judgment)
- Z‑Corp v. Ancestry.com Inc., 382 P.3d 652 (Utah Ct. App. 2016) (definition of unilateral contract in promotional/contest contexts)
- Walters v. National Beverages, Inc., 422 P.2d 524 (Utah 1967) (performance of act in prize contests accepts offer creating binding contract)
- Tomlinson v. NCR Corp., 345 P.3d 523 (Utah 2014) (existence of implied‑in‑fact contract is a fact question turning on objective manifestations)
- Mallory v. Brigham Young Univ., 332 P.3d 922 (Utah 2014) (unilateral contracts arise when offeree begins substantial performance)
- Judge v. Saltz Plastic Surgery, PC, 367 P.3d 1006 (Utah 2016) (when reasonable minds could differ, implied contract issues go to the jury)