925 F. Supp. 2d 1225
D. Wyo.2012Background
- Wyoming Sugar Growers, LLC purchased the Worland Facility assets from Spreckels Sugar Company, Inc. near Worland, Wyoming.
- Defendant represented it did not own severed mineral rights and could not sell them, which Plaintiff relied upon.
- Defendant previously reserved severed mineral rights and claimed others had been sold or transferred.
- Acquisition Agreement and Contribution Agreement did not include severed mineral rights; Contribution Agreement contained a disclaimer of reliance.
- After the sale, Plaintiff learned Defendant still owned severed mineral rights and sued for fraudulent/negligent misrepresentation, mutual mistake, and to quiet title.
- Court granted Defendant’s motion to dismiss all claims with prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Negligent misrepresentation barred by disclaimer | Wyoming Sugar argues disclaimer does not bar claim. | Spreckels contends the disclaimer precludes negligent misrepresentation claim. | Dismissed; disclaimer bars claim. |
| Mutual mistake elements not proven | Wyoming Sugar asserts an antecedent agreement to sell severed rights. | No such agreement; failure to include rights was not a mistake. | Dismissed; no antecedent agreement. |
| Fraud claim lacks damages and inducement | Wyoming Sugar contends damages from misrepresentation and inducement to contract. | No induced action and no damages proven. | Dismissed; no damages and not inducive. |
Key Cases Cited
- Sundown, Inc. v. Pearson Real Estate Co., 8 P.3d 324 (Wyo. 2000) (disclaimer precludes negligent misrepresentation claim)
- Snyder v. Lovercheck, 992 P.2d 1079 (Wyo. 1999) (clear disclaimer allocates risk of reliance)
- Reynolds v. Tice, 595 P.2d 1318 (Wyo. 1979) (inducement to sign contract not shown)
- Patel v. Harless, 926 P.2d 963 (Wyo. 1996) (mutual mistake elements and standard of proof)
- Hansen v. Little Bear Inn Co., 9 P.3d 960 (Wyo. 2000) (mutual mistake elements require evidence of mutual mistake)
- Birt v. Wells Fargo Home Mortgage, Inc., 75 P.3d 640 (Wyo. 2003) (elements of negligent misrepresentation and fraud)