Bad-Faith Use of a “First Right of Purchase” Can Constitute Tortious Interference; Tender at Closing Is Excused When Seller Cannot Perform; Attorney-Fee Punitive Damages Survive Due-Process Review

Case: Wyoming Fall Creek, LLC, a Wyoming Limited Liability Company v. Ernest Anderson; Martha Anderson; Noah Messinger and Brandy Chaplin, 2026 WY 42 (Wyo. Apr. 15, 2026)

1. Introduction

This consolidated appeal arises from a failed residential real-estate closing in Teton County complicated by a recorded 1976 covenant granting each neighboring lot owner a “first right of purchase” over the other’s property. Ernest and Martha Anderson (“the Andersons”) contracted to sell Lot 4B to Noah Messinger and Brandy Chaplin (collectively, “Messinger”). Wyoming Fall Creek, LLC (“WFC”), owned Lot 4A and claimed it could exercise the covenant right to buy the Andersons’ property.

As closing approached, WFC intermittently indicated it would exercise the right but never reached a purchase agreement with the Andersons within the 60-day period. The title company later required a recorded release/waiver of the right of first refusal. Closing with Messinger did not occur; the Andersons ultimately terminated the purchase agreement; litigation followed among all parties.

The Supreme Court of Wyoming addressed three core issues:

  • whether specific performance properly compelled the Andersons to sell to Messinger;
  • whether WFC committed tortious interference with Messinger’s contract;
  • whether the trial court’s punitive-damages award—measured as Messinger’s attorney fees—violated due process.

2. Summary of the Opinion

The Court affirmed across the board. It held:

  • Specific performance: The Andersons breached by unilaterally terminating the purchase agreement in April 2019; Messinger’s failure to tender payment on the scheduled closing date was excused because the Andersons were unwilling/unable to close given the risk of WFC litigation.
  • Tortious interference: WFC intentionally and improperly interfered with Messinger’s contractual rights by leveraging an expired/invalidly asserted purchase right to obstruct the sale and extract covenant amendments at no cost to itself.
  • Punitive damages / attorney fees: Awarding attorney fees and costs against WFC as punitive damages was not “grossly excessive” under the Due Process Clause; no 1:1 punitive-to-compensatory ratio was required, and the single-digit ratio coupled with the district court’s findings satisfied constitutional limits.

3. Analysis

3.1 Precedents Cited

A. Standards of review and deference after bench trials

  • Leeks Canyon Ranch, LLC v. Jackson Hole Hereford Ranch, LLC, 2025 WY 63, ¶ 31, 569 P.3d 1120, 1130 (Wyo. 2025) (quoted): supplied the benchmark for reviewing bench-trial findings (clearly erroneous standard; credibility deference; legal conclusions de novo).
  • Boot Ranch, LLC v. Wagonhound Land & Livestock Co., LLC, 2024 WY 136, ¶ 23, 560 P.3d 887, 893 (Wyo. 2024): reinforced the same approach, underscoring appellate restraint against reweighing evidence.

B. Specific performance and contract breach in real-estate transactions

  • Ruppert v. Merrill, 2024 WY 113, ¶¶ 11–12, 558 P.3d 529, 534 (Wyo. 2024): reiterated specific performance is equitable and discretionary, but depends on an actual breach.
  • Davis v. Harmony Dev., LLC, 2020 WY 39, ¶ 34, 460 P.3d 230, 241 (Wyo. 2020) (quoted in Ruppert): framed specific performance as compelling the party to do what it “should have done” under the contract.
  • Quinlan v. St. John, 201 P. 149, 150 (Wyo. 1921): supplied foundational “time is of the essence” tender principles—timely performance is essential to demand performance from the other side.
  • Morningstar v. Robison, 2023 WY 28, ¶ 25, 527 P.3d 241, 249 (Wyo. 2023): supported the “ready, willing, and able” concept and recognized specific performance where buyers would have closed but for sellers’ refusal.
  • 15 Williston on Contracts § 47:4 (4th ed. May 2025 update): provided the doctrinal bridge for excusing tender when it would be “idle, vain, or useless,” including where the other party makes performance impossible or clearly refuses.

C. Tortious interference: elements, “improper” interference, and privilege to protect economic interests

  • Sweetwater Station, LLC v. Pedri, 2022 WY 163, ¶ 31, 522 P.3d 617, 626–27 (Wyo. 2022) (quoting Downs): provided the four elements of tortious interference with contract.
  • Downs v. Homax Oil Sales, Inc., 2018 WY 71, ¶ 21, 421 P.3d 518, 524 (Wyo. 2018): reinforced the same elements framework.
  • Scheaffer v. State ex rel. Univ. of Wyo. ex rel. Bd. of Trs., 2009 WY 19, ¶ 51, 202 P.3d 1030, 1044 (Wyo. 2009): used to classify “improper interference” as a question of fact.
  • Restatement (Second) of Torts § 766 cmt. o (1979): cited for the proposition that causation in interference is a factual issue.
  • Carlson v. Carlson, 775 P.2d 478, 484 (Wyo. 1989): supported that whether interference was a good-faith effort to protect economic interests is factual.
  • Sunshine Custom Paints & Body, Inc. v. South Douglas Highway Water & Sewer Dist., 2007 WY 206, ¶ 23, 173 P.3d 398, 404 (Wyo. 2007) (quoted in Sweetwater Station): supplied the “good faith assertion of a legally protected interest” privilege/justification principle.

D. Punitive damages, attorney fees as punitive damages, and constitutional guideposts

  • Jones v. Young, 2025 WY 130, ¶ 29, 580 P.3d 1026, 1035 (Wyo. 2025) (citing Sharpe): allowed consideration of unpreserved arguments that are “jurisdictional or of a fundamental nature,” enabling review of a due-process punitive-damages challenge.
  • Sharpe v. Evans, 2025 WY 70, ¶ 14, 570 P.3d 731, 736 (Wyo. 2025): articulated the general preservation rule and its exceptions.
  • Prancing Antelope I, LLC v. Saratoga Inn Overlook Homeowners Ass'n, Inc., 2021 WY 3, ¶¶ 65–66, 478 P.3d 1171, 1187 (Wyo. 2021): recognized attorney fees are available as a form of punitive damages and reiterated Wyoming’s cautionary stance (punitive damages disfavored; reserved for willful/wanton “outrage”).
  • Rosty v. Skaj, 2012 WY 28, ¶ 34, 272 P.3d 947, 958 (Wyo. 2012): quoted for the “willful or wanton misconduct” threshold.
  • State Farm Mut. Auto. Ins. Co. v. Campbell, 538 U.S. 408, 416–18, 425 (2003): supplied the federal due-process framework and the three “guideposts,” including the observation that few awards exceeding a single-digit ratio will satisfy due process.
  • Lompe v. Sunridge Partners, LLC, 818 F.3d 1041, 1061, 1063, 1073–74 (10th Cir. 2016): used for de novo review of constitutionality, clear-error review of related fact findings, and comparative ratio reasoning (noting federal 1:1 ratios often appear where compensatory damages exceed $1 million).
  • Farmers Ins. Exch. v. Shirley, 958 P.2d 1040, 1044 (Wyo. 1998): provided Wyoming’s seven-factor punitive damages test, incorporating State Farm-type guideposts.
  • Aetna Life Ins. Co. v. Lavoie, 505 So.2d 1050, 1062 (Ala.1987) (quoted via Shirley): reiterated the “reasonable relationship” between punitive damages and actual/likely harm.

3.2 Legal Reasoning

A. Specific performance: excused tender and seller breach by unilateral termination

The Andersons framed the dispute as buyer default: because the purchase agreement stated “Time is of the essence,” they argued Messinger had to tender payment on the closing date (Nov. 6, 2017) or be in default.

The Court accepted the general tender premise (Quinlan v. St. John), but applied an important qualification from Williston: tender is excused where it would be “idle, vain, or useless,” including when the other party has made performance impossible or has effectively refused. The district court’s core factual finding—affirmed as not clearly erroneous—was that the Andersons were not prepared or willing to close due to fear of immediate litigation by WFC if they conveyed to Messinger. That finding mattered because the contract’s remedies clause conditioned seller termination on the seller not being in default.

The decision thus operationalizes a practical rule for “time is of the essence” closings: a buyer need not perform a ceremonial tender when the seller’s own inability or unwillingness to close is the real obstacle.

Once the Court affirmed the “seller unable/unwilling” finding, the Andersons’ later unilateral termination in April 2019 became the actionable breach supporting specific performance. The Court also rejected the Andersons’ attempt to impose a documentary-financing requirement, holding Messinger’s testimony (credited by the district court) was sufficient to show he was “ready, willing, and able,” and declining to adopt a bright-line rule requiring written loan commitments.

B. Tortious interference: “improper” interference found in leveraging an expired/invalidly asserted right to extract collateral concessions

WFC challenged only element (3) of interference—“intentional and improper interference inducing or causing a breach.” The Supreme Court treated WFC’s arguments (consent, causation, justification) as factual disputes governed by clear-error review, consistent with Scheaffer, the Restatement comment, and Carlson.

1) Consent

WFC argued Messinger consented to post-expiration negotiations via a Nov. 17, 2017 email from Messinger’s attorney. The district court found the email did not grant permission; it explicitly refused to exit or assign Messinger’s contract and contemplated termination only “if and when” an Anderson/WFC deal “closes.” The Supreme Court upheld that reading as plausible and supported by testimony that Messinger would only stand down if WFC had validly exercised within the 60-day window.

2) Causation and the title-company waiver requirement

WFC sought to relocate causation to Wyoming Title and Escrow’s later requirement for a recorded release. The Court upheld the district court’s finding that WFC’s conduct and non-responsiveness created the uncertainty that led to the waiver requirement and, more broadly, delayed/prevented closing. Critically, the Supreme Court did not treat “refusal to sign a waiver” as inherently wrongful; it affirmed a broader finding: after negotiations failed, WFC used the asserted purchase right as an obstruction tool to pressure covenant amendments.

3) Justification / privilege to protect a significant economic interest

Under Sweetwater Station, LLC (quoting Sunshine Custom Paints & Body, Inc.), a party does not interfere “improperly” if it asserts a legally protected interest in good faith, believing its interest would otherwise be impaired. WFC argued it was acting in good faith to protect property value allegedly reduced by the covenants. The Supreme Court accepted the legal availability of the privilege but affirmed the factual finding that WFC did not act in good faith—its primary motive was to obtain covenant revisions “at no cost to itself,” and it continued to wield the right after it had not timely exercised.

C. Punitive damages: attorney fees as punishment/deterrence and constitutionality

The district court awarded Messinger’s attorney fees and costs against WFC as punitive damages, finding willful and wanton conduct and emphasizing deterrence. WFC did not dispute the availability of punitive damages or the fee calculation; it argued only that the amount was constitutionally excessive.

The Supreme Court (1) reached the unpreserved argument because due-process excessiveness is “fundamental” (Jones v. Young), (2) applied the federal State Farm Mut. Auto. Ins. Co. v. Campbell guideposts through Wyoming’s Farmers Ins. Exch. v. Shirley factors, and (3) rejected WFC’s proposed 1:1 ratio limit. The Court stressed:

  • the ratio was single digit (within the generally accepted constitutional neighborhood identified in State Farm);
  • compensatory damages were far below $1 million (distinguishing Lompe-type 1:1 discussions);
  • the district court tied punitive fees to the harm and to WFC’s conduct as the “genesis” of extensive litigation costs.

On this record, the Court held the fee-based punitive award was not “grossly excessive or arbitrary.”

3.3 Impact

A. Real-estate contracting: “time is of the essence” does not require useless tender

The decision reinforces that Wyoming courts will not allow “time is of the essence” clauses to become a trap where the non-breaching party could not realistically close because the other side was unwilling or unable. Practically, parties should:

  • document readiness and willingness to close (even if formal tender is excused);
  • promptly clarify whether obstacles are buyer-side or seller-side to avoid later “who defaulted” disputes;
  • avoid unilateral termination theories premised on a closing-date failure when both sides continued treating the contract as alive.

B. Rights of first refusal/purchase: bad-faith leverage tactics can create tort exposure

For covenant-based purchase rights, the case sends a clear signal: a neighboring owner cannot use a claimed right—especially one not timely exercised—to obstruct a third-party sale as leverage to extract unrelated property concessions (here, broad covenant amendments). The ruling also underscores that:

  • “good faith” in asserting economic-interest privilege is intensely fact-dependent;
  • intermittent assertions plus delay/non-responsiveness can support an inference of improper purpose;
  • even without a legal duty to sign a waiver, strategic refusal can be part of an improper interference pattern when used to coerce collateral benefits.

C. Punitive damages: fee-based awards remain viable and need not track a 1:1 ratio

By upholding attorney fees as punitive damages, the Court reaffirmed Prancing Antelope I, LLC and validated substantial fee awards when litigation costs are a foreseeable byproduct of willful/wanton obstruction. The constitutional analysis indicates Wyoming courts may sustain such awards where:

  • the district court expressly applies the Shirley factors;
  • the punitive award has a rational connection to the harm (including litigation harm);
  • the overall ratio remains within a single-digit range absent extraordinary circumstances.

4. Complex Concepts Simplified

  • First right of purchase / right of first refusal: a contractual or covenant-based right allowing a holder to buy property before it can be sold to someone else, usually by matching the offered terms within a specified period.
  • Specific performance: an equitable remedy ordering a party to do what it promised—common in real estate because each parcel is considered unique.
  • Time is of the essence: a clause making deadlines material; missing them can be default—but it does not require pointless formalities when the other party cannot/will not perform.
  • Tender: the act of offering payment/performance at closing; it can be excused when doing so would be futile (e.g., seller refusal).
  • Tortious interference with contract: liability for a third party who knowingly and improperly causes a contract to be breached or terminated, resulting in damages.
  • Punitive damages and due process: punishment damages must not be “grossly excessive”; courts evaluate reprehensibility, proportionality, and comparability to similar penalties/awards.
  • Attorney fees as punitive damages: in Wyoming, fees can serve as punishment/deterrence when the defendant’s conduct is willful and wanton and the fee award is justified under punitive-damages factors.

5. Conclusion

Wyoming Fall Creek, LLC v. Anderson cements three practical rules in Wyoming law: (1) a buyer’s failure to tender at a “time is of the essence” closing may be excused when the seller is unwilling or unable to close, preserving specific performance; (2) a holder of a covenant-based purchase right risks tort liability when it wields that right in bad faith as leverage to obstruct a third-party sale and extract unrelated benefits; and (3) substantial attorney-fee punitive awards can withstand due-process review where the district court carefully applies Wyoming’s punitive-damages factors and the award reasonably relates to the harm and deterrence goals.