CRAIG COLTON, individually, Appellant (Plaintiff), v. TOWN OF DUBOIS, Appellee (Defendant).
S-22-0078
IN THE SUPREME COURT, STATE OF WYOMING
November 3, 2022
2022 WY 138
Before FOX, C.J., KAUTZ, BOOMGAARDEN, GRAY, and FENN, JJ. BOOMGAARDEN, J., delivers the opinion of the Court; KAUTZ, J., files a specially concurring opinion.
OCTOBER TERM, A.D. 2022. Appeal from the District Court of Fremont County. The Honorable Jason M. Conder, Judge. Representing Appellant: Craig Colton, pro se. Representing Appellee: Rick L. Sollars, Western Law Associates, P.C., Lander, Wyoming.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of any typographical or other formal errors so that correction may be made before final publication in the permanent volume.
[¶1] Craig Colton filed a declaratory judgment action against the Town of Dubois
ISSUES
[¶2] The dispositive issue is:1
Whether, in his settlement agreement with the Town, Mr. Colton waived any action he may have under
Wyo. Stat. Ann. § 1-26-801(d) to reclaim the 30.17 acres.
FACTS
[¶3] In January 2008, Mr. Colton, Trustee of the Craig Colton Family Trust, dated December 13, 1995, and Trustee of the Irrevocable Trust for Milo Jet Colton, dated March 24, 1999 (“the Trusts“), filed a complaint seeking a declaration of inverse condemnation under
[¶4] At the end of a bench trial in October 2009, the district court orally held the Town met its burden to establish condemnation and was entitled to take 30.17 acres of the Trusts’ property.2 The district court set the matter out 60 days for a hearing on compensation with a final order to be issued subsequently.
[¶5] Prior to the compensation hearing, the parties entered settlement negotiations resulting in the Settlement Agreement Release and Covenants (“the settlement agreement“) signed on January 14, 2010. Under its terms, the Town agreed to pay the Trusts, through Mr. Colton, a total of $229,430.86 for the 30.17 acres. The total amount represented the Town‘s initial offer to Mr. Colton of $170,430.86 plus an additional $59,000. The settlement agreement also granted Mr. Colton road and utility easements over the 30.17 acres. Ultimately, the settlement agreement was conditioned upon Mr. Colton delivering the deed to the property and the parties moving to dismiss the pending legal action with prejudice. It also contained several terms releasing the Town from all past, present, and future claims related to the disputed 30.17 acres.
[¶6] The same day the settlement agreement was signed, Mr. Colton signed a special warranty deed conveying the 30.17 acres to the Town. The parties subsequently filed a stipulated motion to dismiss. In February 2010, the district court entered an order dismissing all the parties’ claims with prejudice.
[¶7] A little over 10 years later, in February 2020, Mr. Colton filed the current declaratory judgment action seeking to reclaim the 30.17 acres he deeded to the Town. Mr. Colton contended the Town failed to make substantial use of the property during the preceding 10 years and therefore he was entitled to relief under
If a public entity acquires property in fee simple title under this chapter but fails to make substantial use of the property for a period of ten (10) years, there is a presumption that the property is no longer needed for a public purpose and the previous owner or his successor may apply to the court to request that the property be
returned to the previous owner or his successor upon repayment of the amount originally received for the property in the condemnation action. A public entity may rebut the presumption created under this subsection by showing good cause for the delay in using the property.
[¶8] In November 2020, the Town moved for summary judgment3 on two grounds. First, the Town argued Mr. Colton expressly waived any future claims related to the 30.17 acres under the settlement agreement. Second, the Town argued it did not acquire the property as a taking under the Wyoming Eminent Domain Act because the parties stipulated to dismissal of the condemnation action with prejudice, and Mr. Colton conveyed the property through a special warranty deed. Mr. Colton filed a cross-motion for summary judgment.
[¶9] The district court held a hearing on the motions. Its order granted summary judgment to the Town and denied Mr. Colton‘s motion as moot. Mr. Colton timely appealed the district court‘s order.
STANDARD OF REVIEW
[¶10] “Wyoming Rule of Civil Procedure (W.R.C.P.) 56(a) authorizes summary judgment when ‘the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.‘” Dellos Farms Inc. v. Sec. State Bank, 2022 WY 107, ¶ 7, 516 P.3d 846, 848 (Wyo. 2022) (quoting
We . . . afford no deference to the district court‘s ruling. This Court reviews the same materials and uses the same legal standard as the district court. The record is assessed from the vantage point most favorable to the party opposing the motion . . . , and we give a party opposing summary judgment the benefit of all favorable inferences that may fairly be drawn from the record. A material fact is one that would have the effect of establishing or refuting an essential element of the cause of action or defense asserted by the parties.
Spence v. Sloan, 2022 WY 96, ¶ 22, 515 P.3d 572, 579 (Wyo. 2022) (internal citations omitted) (quoting Miller v. Sweetwater Cnty. Sch. Dist. # 1, 2021 WY 134, ¶ 13, 500 P.3d 242, 246 (Wyo. 2021)).
DISCUSSION
[¶11] Mr. Colton asserts summary judgment is inappropriate because there is a dispute of material fact related to whether the Town acquired the 30.17 acres under the Wyoming Eminent Domain Act, as is necessary to maintain an action under
[¶12] “[T]he question of waiver is often one of fact[.]” Skaf v. Wyo. Cardiopulmonary Services, P.C., 2021 WY 105, ¶ 13, 495 P.3d 887, 892 (Wyo. 2021) (quoting Verheydt v. Verheydt, 2013 WY 25, ¶ 21, 295 P.3d 1245, 1250 (Wyo. 2013)). However,
[¶13] We first consider whether Mr. Colton has a statutory right under
[¶14] The second element requires that Mr. Colton knew of his opportunity to reclaim the property under
[¶15] The third element necessary to establish waiver on summary judgment requires there to be no dispute of material fact that Mr. Colton intended to relinquish his opportunity to pursue a claim under
[¶16] Our aim when interpreting contracts “is to determine the intent of the contracting parties.” Holding v. Luckinbill, 2022 WY 10, ¶ 14, 503 P.3d 12, 17 (Wyo. 2022). “When the provisions in the contract are clear and unambiguous, the court looks only to the ‘four corners’ of the document in arriving at the intent of the parties.” TEP Rocky Mountain LLC, ¶ 45, 516 P.3d at 474 (quoting Thornock v. PacifiCorp, 2016 WY 93, ¶ 13, 379 P.3d 175, 180 (Wyo. 2016)). We use an objective approach when interpreting contracts, thus rendering the parties’ subjective intent irrelevant. Schell v. Scallon, 2019 WY 11, ¶ 16, 433 P.3d 879, 885 (Wyo. 2019) (citing Claman v. Popp, 2012 WY 92, ¶ 27, 279 P.3d 1003, 1013 (Wyo. 2012)). Further, we hold fast to the principle that “[t]he parties are free to incorporate within their agreement whatever lawful terms they desire, and we are not at liberty, under the guise of judicial construction, to rewrite the agreement.” Pennaco Energy, Inc. v. KD Co., LLC, 2015 WY 152, ¶ 25, 363 P.3d 18, 26 (Wyo. 2015) (quoting Davidson Land Co., LLC v. Davidson, 2011 WY 29, ¶ 14, 247 P.3d 67, 71 (Wyo. 2011)).
[¶17] Neither party claims the waiver provisions in the settlement agreement are ambiguous. We conclude they are clear and unambiguous. Those provisions state:
PURPOSE OF SETTLEMENT
The purpose of this Settlement Agreement is to settle and resolve, and the parties hereto have agreed to settle and resolve, fully and finally, the issue of compensation to be paid Colton by Dubois for the taking of the 30.17 acres and for all claims, demands and actions of Colton against Dubois, arising out of or in any way related to the issue of taking by Dubois and for all matters related to the subdivision application filed by Colton, as well as any and all other claims, whether asserted or not in the State Court action, and whether known or unknown, that any of the parties to this settlement agreement may have as against the other now, or may have in the future arising out of or in any way related to the above taking and subdivision application, including State Court actions or Federal Court action.
3. RELEASE
Colton hereby releases Dubois from any and all claims, demands, actions or causes of action, whether known or unknown, arising from or related in any way to the above described taking, the procedures of the same, the subdivision application and the procedures of the [sic], and from any and all claims, demands, actions or causes of action, whether known or unknown, arising from or related in any way to any allegations set forth in the State Court action.
4. RELEASE VALID REGARDLESS OF FUTURE DISCOVERY OF NEW OR DIFFERENT FACTS
The parties acknowledge that they or their attorneys may discover facts different from or in addition to the facts that they now know or believe to be true with respect to the taking and subdivision application, and/or matters alleged in the State Court Action. Notwithstanding this acknowledgement, Colton and Dubois hereby do, fully, finally, absolutely and forever settle any and all claims, disputes and differences that now exist, may exist in the future, or have existed between them, with respect to the taking and the subdivision application.
[¶18] The stated purpose of the settlement agreement is to resolve any claims the parties “may have in the future arising out of or in any way related to the above taking[.]” This purpose is further reflected in the terms of the settlement agreement. In multiple sections Mr. Colton agreed to release the Town from “any and all” claims. The settlement agreement also definitively states “Colton and Dubois hereby do, fully, finally, absolutely and forever settle any and all claims, disputes and differences that now exist, [and] may exist in the future . . . with respect to the taking[.]” The release provisions are broad but nonetheless unequivocal in expressing Mr. Colton‘s intent to waive “any and all” future claims, “related in any way” to the condemnation action, which would include any claims he had pursuant to
[¶19] Though there is no dispute of material fact that all three elements of waiver are present, our analysis is not complete. We still must determine whether a waiver of Mr. Colton‘s statutory right under
[¶20] Expressions of specific public policy generally arise “from well-established legislative, judicial, or administrative mandate.” Id. ¶ 24, 495 P.3d at 895 (quoting Dynan v. Rocky Mountain Fed. Sav. & Loan, 792 P.2d 631, 640 (Wyo. 1990)).
[¶21] Section 1-26-801(d) is not self-executing. Rather, it provides a previous property owner (or successor) the opportunity to apply to reclaim property when the public‘s interest in acquiring the property has not been realized. As such, § 1-26-801(d) expressly operates to the benefit of the previous owner (or successor) at their discretion under terms that continue to protect the broader public interest served by granting condemnation authority to public entities. Section 1-26-801(d) protects the broader public interest by requiring the passage of 10 years without public use, and by allowing a public entity to “rebut the presumption created under this subsection by showing good cause for the delay in using the property.”
[¶22] As we have often noted, public policy or interest is also served when we recognize an individual‘s right to freely contract, including the freedom to settle and waive claims when the parties so intend. Hassler v. Circle C. Res., 2022 WY 28, ¶ 12, 505 P.3d 169, 173 (Wyo. 2022) (“Competent parties have the right to freely contract.” (citation omitted)); Finely Res., Inc. v. EP Energy E&P Co., L.P., 2019 WY 65, ¶ 24, 443 P.3d 838, 846–47 (Wyo. 2019) (noting “[t]he right of private contract is no small part of the liberty of the citizen” (quoting Nuhome Invs., LLC v. Weller, 2003 WY 171, ¶ 8, 81 P.3d 940, 944 (Wyo. 2003))). We do not lightly interfere with this liberty. Hassler, ¶ 12, 505 P.3d at 173; Finely Res., Inc., ¶ 24, 443 P.3d at 846.
[¶23] The language of the Wyoming Eminent Domain Act‘s good-faith negotiation requirement acknowledges this principle, the purpose of which “is to encourage parties to resolve disputes by agreement, thus preventing needless condemnation proceedings and expenses.” EOG Res., Inc. v. Floyd C. Reno & Sons, Inc., 2020 WY 95, ¶ 20, 468 P.3d 667, 673–74 (Wyo. 2020) (citing Nichols on Eminent Domain, Ch. 24, § 24.13[1][a], at 24–155 (Matthew Bender, 3rd ed.)); see
[¶24] For example,
CONCLUSION
[¶25] Because we can conclude as a matter of law the settlement agreement satisfies the three elements of waiver and does not contravene the public policy behind the Wyoming Eminent Domain Act, the Town is entitled to judgment as a matter of law. The district court did not err in granting summary judgment in favor of the Town. Affirmed.
KAUTZ, Justice, specially concurring.
[¶26] I concur in the result of the majority opinion and in the determination that the settlement language waived the right to reclaim the property under
[¶27] “It is a long-standing axiom of contract law that a contract provision is void if the interest in enforcing the provision is clearly outweighed by a contrary public policy.” In re Village Homes of Colo., Inc., 405 B.R. 479, 483 (Bankr. D. Colo. 2009) (citing Mason v. Orthodontic Ctrs. of Colo., Inc., 516 F.Supp.2d 1205, 1212 (D. Colo. 2007), and FDIC v. Am. Cas. Co., 843 P.2d 1285, 1290 (Colo. 1992)). “[A] statutory right conferred on a private party, but affecting the public interest, may not be waived or released if such waiver or release contravenes the statutory policy.” Brooklyn Sav. Bank v. O‘Neil, 324 U.S. 697, 704, 65 S.Ct. 895, 900–01, 89 L.Ed. 1296 (1945). A waiver of a statutory right is unenforceable on grounds of public policy only if “the interest in its enforcement is clearly outweighed in the circumstances by a public policy against enforcement.” Restatement (Second) of Contracts § 178 (1981). The obvious purpose of the rule voiding waivers of statutory rights is to protect the interest of the public in that statutory right, rather than the interest of the individual contracting party. It is necessary, then, to determine the interest of the public in § 1-26-801(d), rather than the interest of the public in the entire Wyoming Eminent Domain Act,
[¶28] Section 1-26-801(d) establishes a policy that governmental entities in Wyoming may not proclaim private property is necessary for a public use, take that property using condemnation proceedings, and then not put that property to any public use for a period of ten years. The statute enforces this policy by permitting the previous owner (or successor) to reacquire the property, even though the government obtained the property “in fee simple title.” Section 1-26-801(d). Although the statute creates a strong public policy against governmental entities taking property through condemnation and then “banking” or not using the property, it does not automatically revert the unused property to the previous owner. Instead, § 1-26-801(d) gives the prior owner the option of requesting return of the property. This statutory approach to enforcement of the policy requiring condemnors to put the condemned property
[¶29] The language of § 1-26-801(d) does not prohibit waiver of the public policy that the statute establishes and enforces. Because a prior owner has the option of waiving the interest after ten years, the public policy of § 1-26-801(d) does not conflict with a waiver of the reacquisition right when the condemnation action is settled.