Generic “No Third-Party Beneficiaries” Clauses Do Not Defeat Plausible Intended-Beneficiary Claims at the Pleading Stage; BRC Project “Administration” May Include Construction Oversight

Introduction

In Gunwerks, LLC v. Forward Cody Wyoming, Inc.; Sletten Construction of Wyoming, Inc.; and Plan One Architects, the Wyoming Supreme Court reversed (1) Rule 12(b)(6) dismissals of Gunwerks’ breach-of-contract claims against an architect (Plan One) and contractor (Sletten) premised on intended third-party beneficiary status, and (2) a summary judgment granted to Forward Cody on Gunwerks’ breach-of-contract claims under a Contingency and Development Agreement (CDA).

The dispute arose from a Business Ready Community (BRC) funded “build-to-suit” manufacturing facility in Cody, Wyoming. Gunwerks—unable to directly apply for BRC funds—entered a CDA with Forward Cody and the City of Cody to obtain funding and deliver a facility meeting Gunwerks’ specifications. Forward Cody contracted with Plan One and Sletten to design and construct the project. After completion, Gunwerks alleged extensive defects (water intrusion, climate-control failures, a failing shooting tunnel, and concrete deterioration) and sued for breach.

Two core issues drove the appeal: (i) whether Gunwerks plausibly pleaded it was an intended (not merely incidental) third-party beneficiary of the Plan One and Sletten contracts despite generic third-party beneficiary disclaimers; and (ii) whether the CDA unambiguously limited Forward Cody’s duties to financial administration such that summary judgment was proper.

Summary of the Opinion

  • Rule 12(b)(6) dismissals reversed: The Court held the district court properly considered the CDA and the two downstream contracts even though they were not attached to the amended complaint, because they were referenced, central to the claims, and their authenticity was undisputed. Accepting the pleaded facts as true, Gunwerks alleged enough to plausibly establish intended-beneficiary status and a viable breach-of-contract claim against Plan One and Sletten.
  • Summary judgment reversed: Interpreting the CDA as a whole—including its recitals—the Court concluded Forward Cody’s responsibilities were not limited to fund administration. The CDA imposed duties to “develop[] and administer[] the Project,” procure an appropriate design/monitoring team, and ensure the facility was completed as a functional manufacturing facility suitable for Gunwerks’ use according to Gunwerks’ specifications and design criteria. Because Forward Cody’s “finance-only” theory failed, it did not carry its prima facie summary-judgment burden.

Analysis

Precedents Cited

A. What materials a court may consider on Rule 12(b)(6)

  • Sheesley as Tr. of DCS Tr. dated May 17, 2005 v. AristaTek, Inc. and Allred v. Bebout: Cited for the de novo standard and the pleading-stage rule that allegations are accepted as true and construed favorably to the plaintiff. These cases frame the Court’s approach: the question is plausibility on the pleadings, not proof.
  • Protect Our Water Jackson Hole v. Wyo. Dep't of Env't Quality and Peterson v. Laramie City Council: Reinforce that dismissal is a “drastic remedy” used cautiously and appropriate only when the face of the complaint forecloses relief.
  • McNair v. Beck and Peterson v. Laramie City Council: Supply the key doctrinal rule applied here—on a motion to dismiss, the court may consider documents referenced in the complaint when central to the claim and authenticity is undisputed. That rule allowed the Court to consider the CDA and the Plan One/Sletten contracts even though they were not attachments to the complaint.

B. Third-party beneficiary doctrine (and the effect of disclaimers)

  • Peterson v. Meritain Health, Inc.: The opinion’s central anchor for Wyoming third-party beneficiary analysis. It supplies: (i) the general rule requiring privity for breach-of-contract claims, (ii) the exception allowing intended third-party beneficiaries to sue, and (iii) the principle that third-party-beneficiary disclaimers are not alone dispositive because intent is “fact intensive.” The Court imported that framework to hold Gunwerks’ claim should not have been dismissed at the pleading stage.
  • Cent. Contractors Co. v. Paradise Valley Util. Co.: Cited (through Peterson) for the traditional privity requirement that third-party beneficiary doctrine overcomes in appropriate cases.
  • Bear v. Volunteers of Am., Wyoming, Inc.: Provides the intended-versus-incidental beneficiary distinction: an “outsider” must show the contract was intended for the outsider’s direct benefit; incidental beneficiaries have no right of action. This distinction is the lens through which the Court evaluates Gunwerks’ allegations.
  • Restatement (Second) of Contracts § 302 and Cordero Mining Co. v. U.S. Fid. & Guar. Ins. Co.: The Court reiterates Wyoming’s endorsement of § 302’s intended-beneficiary test and its application in Cordero Mining. The test—especially § 302(1)(b) (“circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance”)—supports allowing Gunwerks to proceed based on the project’s “build-to-suit” nature and contractual identification of Gunwerks and the “Gunwerks Manufacturing Facility.”

C. Summary judgment burdens and contract interpretation

  • Hunter v. Universal Precast Concrete, Inc., Chesapeake Expl., LLC v. Morton Prod. Co., LLC, Groff v. McKellar Tiedeken & Scoggin, LLC, and Weir v. Expert Training, LLC: Set out the de novo review, the Rule 56 standard, and the movant/nonmovant burden-shifting framework. These authorities structure the Court’s conclusion that Forward Cody failed at step one (prima facie entitlement to judgment as a matter of law).
  • Kaufman v. Rural Health Dev., Inc. and Little Med. Creek Ranch, Inc. v. D'Elia: Support the burden-shifting and “favorable inferences” principles—important here because the Court concluded the burden never shifted once Forward Cody’s contract-interpretation premise failed.
  • Leonhardt v. Big Horn Cnty. Sheriff's Off.: Cited for the requirement that the nonmovant’s opposing evidence must be competent/admissible—though the Court emphasized it did not need to reach that burden-shift stage.
  • Eiden Constr., LLC v. Hogan Assocs. Builders, LLC, Larson v. Burton Construction, Inc., and Schwinn v. Schwinn: Provide the “well-known rules” of contract interpretation: plain meaning, four corners (when unambiguous), common-sense reading, and avoiding interpretations that render provisions meaningless. These principles were deployed to reject Forward Cody’s “finance-only” reading of the CDA.
  • Union Pac. Res. Co. v. Texaco, Inc., Circle C Res. v. Hassler, Essex Holding, LLC v. Basic Properties, Inc., Horse Creek Conservation Dist. v. State ex rel. Wyo. Att'y Gen., Examination Mgmt. Servs., Inc. v. Kirschbaum, Anderson v. Bommer, and Morris v. Kadrmas: These cases collectively support the proposition that recitals matter—they can illuminate a contract’s purpose and the parties’ intent. The Court relied on this line to treat the CDA’s recitals as meaningful interpretive context confirming that “the Project” included facility development and construction administration, not merely funding flows.

Legal Reasoning

1. Pleading-stage viability of intended third-party beneficiary claims

The Court emphasized two pleading-stage constraints: (i) all well-pleaded facts are accepted as true; and (ii) dismissal is improper unless relief is impossible on the complaint’s face. Against that backdrop, Gunwerks pleaded that the CDA’s entire purpose was to deliver a custom “Gunwerks Manufacturing Facility,” and that Forward Cody’s downstream contracts with Plan One and Sletten were executed to accomplish that objective. The contracts’ identification of Forward Cody as “Owner” and Gunwerks as “Client,” and repeated project labeling as “Gunwerks Manufacturing Facility,” plausibly supported the inference that Plan One’s and Sletten’s performance necessarily conferred direct benefit on Gunwerks.

Critically, the Court treated the generic third-party beneficiary disclaimer clauses as not dispositive, echoing Peterson v. Meritain Health, Inc.: the intended-beneficiary inquiry is fact intensive and requires examination of the entire agreement and surrounding circumstances. While disclaimers can be powerful evidence, they do not automatically negate plausible allegations of intent—especially where the contract’s structure and purpose are alleged to require performance that directly benefits the third party.

2. Scope of Forward Cody’s obligations under the CDA

Forward Cody’s summary-judgment theory depended on a narrow interpretation of the CDA: that Forward Cody merely administered BRC funds. The Supreme Court rejected that reading by applying plain-meaning interpretation to the CDA as a whole, with special attention to:

  • Recitals describing a “build-to-suit facility for GUNWERKS” and “development of the Project,” indicating the agreement’s core object was a completed facility, not just financing.
  • Section I (Purpose), expressly defining the CDA’s dual purpose: facilitate funding for construction and define “expectancies and obligations” with respect to the Project.
  • Section IV(A), distinguishing “developing and administering the Project” from applying for/administering BRC funds—two “different and disparate responsibilities.”
  • Section IV(C), obligating Forward Cody to “procure an appropriate team to design and monitor the construction of the Project to meet GUNWERKS' specifications and design criteria.”
  • Section IV(E), requiring Forward Cody to require performance bonds tied to completion of a “functional manufacturing facility” suitable for Gunwerks’ use according to its criteria.
  • Section V(D), reflecting Gunwerks’ understanding that BRC funds would be used to make the Project suitable for Gunwerks’ reasonable use.

Because the CDA text supported obligations extending into procurement, coordination, and construction monitoring/administration, Forward Cody could not establish as a matter of law that it had no responsibility for the adequacy of design/construction outcomes vis-à-vis Gunwerks’ specifications. On that basis alone, Forward Cody failed to make a prima facie showing of entitlement to judgment.

Impact

  • More third-party beneficiary claims survive early dismissal in project-delivery disputes: Plaintiffs who are the obvious end-users of “build-to-suit” projects may plead intended-beneficiary status even when prime contracts contain generic “no third-party beneficiary” clauses, particularly where contract labels, project naming, or performance structure suggests the work is directed to that end-user’s benefit.
  • Project “administration” language can create construction-adjacent duties: Entities (including nonprofits acting as development agents) should expect Wyoming courts to read “develop and administer the Project,” “monitor construction,” and “suitable for [end user] use” as potentially imposing obligations beyond bookkeeping—creating litigation risk if the facility fails to meet specified criteria.
  • Drafting implications: If parties truly intend to (a) limit an administrator’s obligations to financial tasks or (b) foreclose third-party enforcement, this opinion underscores the need for integrated drafting: disclaimers alone may be insufficient when other provisions and project structure point the other way. Conversely, project owners/end users will use project-purpose language, monitoring obligations, and “suitability” clauses as evidence of enforceable duties.
  • Construction ecosystem consequences: Architects and contractors may face direct contract claims by end users at earlier stages of litigation, increasing the importance of clear risk allocation, carefully drafted beneficiary provisions, and consistent terminology (e.g., “client,” “owner,” project naming) across project documents.

Complex Concepts Simplified

Rule 12(b)(6) motion to dismiss
A pleading-stage test: assuming the complaint’s factual allegations are true, does the law allow relief? Courts generally do not resolve factual disputes at this stage.
Summary judgment (Rule 56)
A pretrial merits test: if there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law, the case (or claim) can be decided without trial. The movant must first make a prima facie showing; only then must the nonmovant produce admissible evidence creating a real factual dispute.
Privity of contract
The usual rule that only parties to a contract can sue to enforce it.
Third-party beneficiary (intended vs. incidental)
A third party can enforce a contract only if the contracting parties intended to directly benefit that third party (intended beneficiary). If the third party benefits only indirectly or as a byproduct of the contract (incidental beneficiary), it cannot sue.
Third-party beneficiary disclaimer clause
A contract term stating no third parties may enforce the contract. This opinion reiterates that such a clause is important evidence, but not automatically decisive if the contract as a whole and circumstances indicate intent to benefit a third party.
Recitals
Introductory “whereas” statements explaining the background and purpose. Wyoming law treats recitals as potentially meaningful for interpreting the contract’s intent and scope.
“Four corners” interpretation
If contract language is unambiguous, courts determine intent from the written document itself, reading it as a whole and avoiding interpretations that make provisions meaningless.

Conclusion

Gunwerks establishes two practical Wyoming lessons. First, a plaintiff can plausibly plead intended third-party beneficiary status against project professionals even in the face of generic disclaimer language, where the overall contract structure and project purpose support an inference that performance was directed to the plaintiff’s direct benefit—making early dismissal inappropriate. Second, a development/administration agreement tied to public economic-development funding may impose obligations extending beyond financial administration when its recitals and operative provisions contemplate “build-to-suit” delivery, procurement of a design/construction team, monitoring, and suitability for the end user’s specifications.