Buyer’s Tender Is Excused When Seller Cannot Close; Bad-Faith Assertion of an Expired Right of First Purchase Can Be Tortious Interference; Fee-Based Punitive Damages Need Not Track a 1:1 Ratio

1. Introduction

Case: Ernest Anderson and Martha Anderson v. Noah Messinger; Brandy Chaplin; and Wyoming Fall Creek, LLC, 2026 WY 42 (Wyo. Apr. 15, 2026). The Andersons contracted to sell their home (Lot 4B) to Noah Messinger and Brandy Chaplin (“Messinger”). The neighboring owner, Wyoming Fall Creek, LLC (“WFC”), held a recorded covenant-based “first right of purchase” (60 days to agree on terms after the property is “offered for sale”).

As closing approached, WFC intermittently signaled an intent to purchase but never reached an agreement with the Andersons. Closing under the Messinger contract did not occur; years of multi-party litigation followed. The district court (i) ordered specific performance against the Andersons in favor of Messinger, (ii) found WFC liable for tortious interference with contract, and (iii) awarded Messinger attorney fees and costs—against WFC as punitive damages and against WFC and the Andersons jointly/severally for portions tied to contract enforcement.

The Supreme Court of Wyoming affirmed across the board, resolving three core issues: (1) whether the Andersons breached such that specific performance was proper; (2) whether WFC’s conduct was “intentional and improper” interference; and (3) whether the attorney-fee-based punitive award against WFC violated due process.

2. Summary of the Opinion

  • Specific performance affirmed: The Court held the Andersons—not Messinger—were unable or unwilling to close on the scheduled date due to the threat of WFC litigation and resulting uncertainty. Messinger’s failure to tender payment was excused because tender would have been “idle, vain, or useless” where the seller could not or would not perform. The Andersons later breached by unilaterally terminating the Purchase Agreement in April 2019 without justification.
  • Tortious interference affirmed: The Court upheld findings that WFC intentionally and improperly interfered with Messinger’s contract, acting not in good faith to protect a legally protected interest but to obstruct the sale and extract covenant amendments “at no cost to itself.”
  • Punitive damages (attorney fees) affirmed as constitutional: Applying Wyoming’s punitive-damages framework (including the seven-factor test) and federal due process guideposts, the Court rejected a rigid 1:1 punitive-to-compensatory ratio and found the single-digit ratio permissible given the district court’s findings, including that WFC’s conduct was willful and wanton and the “genesis” of the litigation.

3. Analysis

A. Precedents Cited

1) Appellate review after bench trial

The Court reaffirmed deferential review of factual findings after a bench trial—findings are “presumptively correct” and set aside only if “clearly erroneous”—while legal conclusions are reviewed de novo. This framing came directly from Leeks Canyon Ranch, LLC v. Jackson Hole Hereford Ranch, LLC, 2025 WY 63, ¶ 31, 569 P.3d 1120, 1130 (Wyo. 2025), quoting Boot Ranch, LLC v. Wagonhound Land & Livestock Co., LLC, 2024 WY 136, ¶ 23, 560 P.3d 887, 893 (Wyo. 2024). It was outcome-determinative because WFC’s and the Andersons’ appellate theories largely sought reweighing of trial evidence (consent, causation, good faith, readiness to close).

2) Specific performance standards

The Court emphasized specific performance is equitable and typically discretionary, citing Ruppert v. Merrill, 2024 WY 113, ¶¶ 11-12, 558 P.3d 529, 534 (Wyo. 2024), and underscored that the remedy presupposes breach, using Davis v. Harmony Dev., LLC, 2020 WY 39, ¶ 34, 460 P.3d 230, 241 (Wyo. 2020) (quoted in Ruppert). These cases served as doctrinal guardrails: the Court’s task was to identify who breached and whether equitable compulsion of conveyance was appropriate.

3) “Time is of the essence,” tender, and excuse doctrines

For the proposition that time-of-the-essence makes timely performance “essential,” the Court invoked Quinlan v. St. John, 201 P. 149, 150 (Wyo. 1921). It also referenced modern Wyoming application of “ready, willing, and able” concepts, citing Morningstar v. Robison, 2023 WY 28, ¶ 25, 527 P.3d 241, 249 (Wyo. 2023). Critically, the Court supplemented those principles with treatise authority—15 Williston on Contracts § 47:4—to explain when tender is excused: advance refusal, impossibility, or where tender would be “idle, vain, or useless.” This synthesis supplied the doctrinal bridge enabling the Court to affirm that Messinger did not default by failing to tender funds on a closing date when the sellers were not prepared to convey.

4) Tortious interference framework and “improper” interference

The elements were drawn from Sweetwater Station, LLC v. Pedri, 2022 WY 163, ¶ 31, 522 P.3d 617, 626-27 (Wyo. 2022), quoting Downs v. Homax Oil Sales, Inc., 2018 WY 71, ¶ 21, 421 P.3d 518, 524 (Wyo. 2018). WFC contested only element (3): “intentional and improper interference inducing or causing a breach or termination.”

On whether “improper” interference is a fact question, the Court relied on Scheaffer v. State ex rel. Univ. of Wyo. ex rel. Bd. of Trs., 2009 WY 19, ¶ 51, 202 P.3d 1030, 1044 (Wyo. 2009), and Restatement (Second) of Torts § 766 cmt. o (1979). It also used Carlson v. Carlson, 775 P.2d 478, 484 (Wyo. 1989) to reinforce that “good faith effort to protect economic interests” is likewise factual—again limiting appellate second-guessing.

5) “Significant economic interest” privilege / justification

WFC leaned on the “protected interest” principle: interference is not improper when a party in good faith asserts a legally protected interest that might be impaired. The Court articulated the rule via Sweetwater Station, LLC, 2022 WY 163, ¶ 34, 522 P.3d at 627, quoting Sunshine Custom Paints & Body, Inc. v. South Douglas Highway Water & Sewer Dist., 2007 WY 206, ¶ 23, 173 P.3d 398, 404 (Wyo. 2007). The precedent framed WFC’s defense but did not carry the day because the trial court found lack of good faith: WFC used the expired purchase right as leverage to extract covenant changes rather than to consummate a timely purchase.

6) Punitive damages, fee-shifting as punishment, and due process limits

Wyoming’s punitive damages principles were grounded in Prancing Antelope I, LLC v. Saratoga Inn Overlook Homeowners Ass'n, Inc., 2021 WY 3, ¶¶ 65-66, 478 P.3d 1171, 1187 (Wyo. 2021), including the proposition that attorney fees may be awarded as punitive damages. The “willful or wanton” threshold was supported by Rosty v. Skaj, 2012 WY 28, ¶ 34, 272 P.3d 947, 958 (Wyo. 2012) (quoted in Prancing Antelope I, LLC).

On appellate preservation, the Court still reached the constitutional issue, citing Jones v. Young, 2025 WY 130, ¶ 29, 580 P.3d 1026, 1035 (Wyo. 2025) and Sharpe v. Evans, 2025 WY 70, ¶ 14, 570 P.3d 731, 736 (Wyo. 2025), because grossly excessive punitive damages implicate fundamental due process.

The federal due process guideposts came from State Farm Mut. Auto. Ins. Co. v. Campbell, 538 U.S. 408, 416-25 (2003). For standard of review and ratio discussion in federal practice, the Court referenced Lompe v. Sunridge Partners, LLC, 818 F.3d 1041, 1061-74 (10th Cir. 2016). Wyoming’s seven-factor test was cited from Farmers Ins. Exch. v. Shirley, 958 P.2d 1040, 1044 (Wyo. 1998), including the litigation-cost factor and “reasonable relationship to harm” concept (also linked to Aetna Life Ins. Co. v. Lavoie, 505 So.2d 1050, 1062 (Ala.1987) as quoted in Shirley).

B. Legal Reasoning

1) Why specific performance was proper despite “time is of the essence”

The Andersons argued Messinger defaulted by failing to tender payment on November 6, 2017, and thus the Andersons could terminate. The Court treated the tender question as conditional: tender is required to enforce a time-is-of-the-essence closing unless the seller’s conduct makes tender futile.

The district court found (and the Supreme Court accepted as not clearly erroneous) that the Andersons were unwilling to close without resolving WFC’s threatened claims and that WFC would sue if the Andersons conveyed to Messinger. With that factual predicate, the Court applied Williston’s “idle act” principle: Messinger was not required to appear and tender funds where the sellers were not in a position to perform. As a result, the Andersons could not invoke the contract’s default provisions against Messinger.

The breach, therefore, was the Andersons’ later unilateral termination in April 2019—premised on an incorrect attribution of fault for the failed closing—and specific performance followed from the buyer’s election of remedies under the Purchase Agreement.

2) Why WFC’s conduct constituted intentional and improper interference

WFC’s appeal targeted “improperness” and causation through three main defenses: (i) consent; (ii) title company waiver requirement as intervening cause; and (iii) good-faith protection of economic interest. The Court treated each as fact-heavy and affirmed the district court’s resolution.

  • No consent: The key November 17, 2017 email from Messinger’s counsel was reasonably read as refusing to exit or assign the contract except if an Anderson/WFC deal closed. The district court found it “implausible” that Messinger simultaneously refused assignment yet consented to post-expiration interference; the Supreme Court deferred to that reading.
  • Causation despite title-company waiver requirement: The district court found the waiver requirement arose after Ms. Anderson’s “we’ll see who steps up and buys” comment—made amid uncertainty created by WFC’s erratic “exercise” posture, inactivity, and litigation threat. The Supreme Court agreed the record supported attributing the derailment to WFC’s conduct (particularly leveraging the situation to demand covenant amendments), not merely to the title company’s underwriting decision.
  • No good-faith privilege: While Sunshine Custom Paints & Body, Inc. v. South Douglas Highway Water & Sewer Dist. recognizes a privilege when a party in good faith asserts a protected interest, the district court found WFC’s true aim was extracting a covenant rewrite “at no cost to itself,” using the right of first purchase as obstruction after negotiations failed. Given record support, the Supreme Court held the lack-of-good-faith finding was not clearly erroneous.

3) Why the punitive award (attorney fees) satisfied due process

The Supreme Court framed the constitutional question under State Farm Mut. Auto. Ins. Co. v. Campbell’s due process limitations and Wyoming’s Farmers Ins. Exch. v. Shirley factors. It rejected WFC’s push for a de facto 1:1 ratio, noting (as State Farm does) there is no bright-line requirement, only a general caution that “few awards exceeding a single-digit ratio” will satisfy due process.

The Court emphasized context: compensatory damages were far below the “exceeds $1 million” scenario discussed in Lompe v. Sunridge Partners, LLC, and the district court tied the attorney-fee punitive award to the practical harm and deterrence rationale—WFC’s conduct being the “genesis” of the litigation and the fee award discouraging similar obstructionist leverage. On that reasoning, the award was not “grossly excessive” or arbitrary.

C. Impact

  1. Real estate closings and tender strategy in Wyoming: The decision reinforces that a buyer’s tender obligation is not mechanical; where the seller’s inability or unwillingness to convey makes closing futile, the buyer may remain “ready, willing, and able” without a performative tender. This matters in transactions clouded by third-party claims, title objections, or threatened litigation.
  2. Rights of first purchase/refusal as leverage: The case signals that using an expired (or not properly exercised) preemptive right to obstruct a third-party sale—particularly to extract unrelated benefits like covenant amendments—can create tort liability. Owners with such rights should document timely exercise and proceed with genuine transactional intent, not strategic ambiguity.
  3. Punitive damages via attorney fees: By upholding fee-based punitive damages against a due process challenge, the Court strengthens trial courts’ ability (when supported by findings under Shirley) to use fee awards to deter willful and wanton litigation-generating conduct—even when compensatory damages are modest and the punitive component is largely litigation-cost driven.
  4. Appellate posture: The opinion underscores that “improper interference,” “good faith,” and “causation” often live in factual findings. Parties should expect limited relief on appeal absent clear error and should build an evidentiary record at trial rather than reserving arguments for appellate reframing.

4. Complex Concepts Simplified

First right of purchase / right of first refusal
A contractual or covenant-based preemptive right allowing a neighbor/holder to buy the property when the owner decides to sell, usually by matching terms offered to a third party and complying with any timing/acceptance requirements. Here, it was bounded by a 60-day agreement window.
Specific performance
A court order compelling a party to do what the contract requires (here, convey real property), used when money damages are inadequate—commonly in unique property disputes.
“Time is of the essence” and tender
A clause making deadlines material. Typically, a buyer must be ready to pay at closing. But tender can be excused if the seller makes performance impossible or clearly refuses, because the law does not require useless formalities.
Tortious interference with contract
Liability imposed on a non-party who knowingly and intentionally disrupts a valid contract in an improper way, causing breach/termination and damages.
Punitive damages and attorney fees
Punitive damages punish and deter willful or outrageous misconduct. Wyoming allows attorney fees as a punitive component in appropriate cases; due process limits prohibit awards that are grossly excessive relative to the harm and the conduct.
Joint and several liability
A rule permitting the prevailing party to collect the entire covered amount from any one of multiple liable parties, leaving those parties to sort out contribution among themselves.

5. Conclusion

2026 WY 42 solidifies three practical lessons in Wyoming property and tort law: (1) a buyer’s failure to tender at closing does not constitute default when the seller is unable or unwilling to close and tender would be futile; (2) a neighboring right-holder can incur tort liability by using an expired or improperly exercised purchase right to obstruct a sale and extract unrelated concessions; and (3) attorney-fee-based punitive damages, when supported by careful findings under Farmers Ins. Exch. v. Shirley and consistent with State Farm Mut. Auto. Ins. Co. v. Campbell, need not be confined to a strict 1:1 ratio with compensatory damages.