Unjust Enrichment Survives the Statute of Frauds in Wyoming, but Requires Contemporaneous Notice of Expected Repayment

1. Introduction

James Tallichet v. Jackson Hole Community Radio, Inc. (a/k/a “KHOL”), 2026 WY 56 (Wyo. May 22, 2026), arises from the financial and governance aftermath of a founder-led nonprofit startup. Jim Tallichet founded Jackson Hole Community Radio, Inc. (“JHCR”), served as its President and a board member, and advanced substantial funds over time. After leaving the organization, he sought repayment of $219,685, contending these advances were loans. JHCR refused to recognize a repayable debt absent board-approved documentation.

The case presented two central issues: (1) whether an alleged oral (implied) loan agreement could be enforced despite Wyoming’s statute of frauds; and (2) whether, even if contract enforcement failed, Tallichet could recover in equity under unjust enrichment/quantum meruit.

2. Summary of the Opinion

The Wyoming Supreme Court affirmed summary judgment for JHCR. It held:

  • Implied contract claim: barred by the statute of frauds because the alleged oral loan was too indefinite to qualify for the partial/full performance exception; the Court would have had to supply essential terms.
  • Unjust enrichment claim: the Court rejected the district court’s view that the statute of frauds bars unjust enrichment in Wyoming, reaffirming that it does not. Nevertheless, Tallichet still lost because he failed to satisfy the fourth element of unjust enrichment—he did not show circumstances that reasonably notified JHCR, at the time of the transfers, that repayment was expected.

In practical effect, the Court recognized a significant doctrinal point (unjust enrichment is not statute-of-frauds-barred), but found the evidentiary record could not support recovery on the equities.

3. Analysis

3.1. Precedents Cited

A. Standards governing summary judgment and appellate review

  • Teton Cnty. Bd. of Comm’rs v. Bd. of Land Comm’rs, 2025 WY 48: Restates de novo review and that summary judgment requires no genuine issue of material fact and entitlement to judgment as a matter of law.
  • Hurst v. Metro. Prop. & Cas. Ins. Co., 2017 WY 104: Reinforces that the Supreme Court applies the same standards as the district court, viewing the record accordingly.
  • Rafter J Ranch Homeowner’s Ass’n v. Stage Stop, Inc., 2024 WY 114: Cited for the core “no genuine issues” requirement for summary judgment.
  • Banner Bank v. First Am. Title Ins. Co., 916 P.3d 1323 (10th Cir. 2019): Cited for the approach to cross-motions: each motion is evaluated independently, viewing facts in the light most favorable to the nonmovant.

B. Statute of frauds, definiteness, and the limited partial-performance pathway

  • Parkhurst v. Boykin, 2004 WY 90: Cited for the proposition that whether an agreement falls within the statute of frauds is a question of law; also used later to distinguish promissory estoppel as contract-based and requiring a “clear and definite promise.”
  • Davis v. Harmony Dev. Co., 2020 WY 39, and Redland v. Redland, 2012 WY 148: Reaffirm that Wyoming recognizes limited equitable exceptions to the statute of frauds (including partial/full performance), but applies them narrowly.
  • Birt v. Wells Fargo Home Mortg., Inc., 2003 WY 102: Cited for the long-held recognition of equitable exceptions, while emphasizing their limits.
  • Fowler v. Fowler, 933 P.2d 502 (Wyo. 1997), and Noland v. Haywood, 23 P.2d 845 (Wyo. 1933): Establish that partial performance cannot remove an oral contract from the statute of frauds unless the agreement is “just and certain,” with terms sufficiently definite for a court to enforce “the specific thing agreed upon.”
  • Rialto Theatre, Inc. v. Commonwealth Theatres, Inc., 714 P.2d 328 (Wyo. 1986): Supports the rule that courts cannot enforce promises of future performance when essential terms are not defined with certainty.
  • Davis v. Davis, 855 P.2d 342 (Wyo. 1993), and Butler v. McGee, 373 P.2d 595 (Wyo. 1962): Cited on the burden borne by the party invoking partial performance (the opinion quotes the demanding “beyond the possibility of findings to the contrary” language).

C. Unjust enrichment’s relationship to (and independence from) the statute of frauds

  • Bereman v. Bereman, 645 P.2d 1155 (Wyo. 1982), and Rocky Mountain Turbines, Inc. v. 660 Syndicate, Inc., 623 P.2d 758 (Wyo. 1981): Cited for the proposition that quantum meruit/unjust enrichment is an equitable doctrine.
  • Silver Dollar Motel, Inc. v. Taylor Elec. Co., 761 P.2d 1006 (Wyo. 1988): Characterizes unjust enrichment as founded on an implied contract dictated by equity.
  • English v. Mitchell Cattle Co., 55 P. 310 (Wyo. 1898), and Cross v. Berg Lumber Co., 7 P.3d 922 (Wyo. 2000): Used to emphasize the deep common-law roots of restitutionary concepts in Wyoming and their long coexistence with the statute of frauds.
  • Nastrom v. Sederlin, 3 P.2d 82 (Wyo. 1931): The opinion’s cornerstone historical authority: even if a contract is unenforceable under the statute of frauds, a plaintiff may recover in quantum meruit for conferred services/materials after repudiation; “the law implies a contract” to pay reasonable value.
  • Roberts v. Roberts, 196 P.2d 361 (Wyo. 1948), and Symons v. Heaton, 2014 WY 4: Provide conceptual structure: unjust enrichment is “implied-in-law,” arising from circumstances independent of actual agreement or presumed intent (distinguished from implied-in-fact contract).
  • State v. BHP Petroleum Co., Inc., 804 P.2d 671 (Wyo. 1991), and R.O. Corp. v. John H. Bell Iron Mountain Ranch Co., 781 P.2d 910 (Wyo. 1989): Frame unjust enrichment as grounded in restitution—an obligation to account for benefits retained where just and equitable and not contrary to public policy.
  • Robinson v. Black, 2025 WY 25: Cited as a modern example maintaining restitution as the doctrinal foundation and showing courts may examine historical conduct patterns when assessing notice/expectation.
  • Cargill, Inc. v. Stafford, 553 F.2d 1222 (10th Cir. 1977): Offered by JHCR to argue statute of frauds bars unjust enrichment; rejected as unpersuasive because it applied Colorado law and involved an executory oral contract with no conferred benefit.
  • Davidson-Eaton v. Iversen, 2022 WY 135: Cited to reinforce that equitable relief must fit within recognized equitable theories—supporting the Court’s willingness to analyze unjust enrichment on its own doctrinal elements rather than treating it as a statute-of-frauds “end-run.”

D. The notice element, “after-the-fact” evidence, and the limits of restitution for volunteers

  • Statzer v. Statzer, 2022 WY 117: Supplies the four-element test for unjust enrichment and, critically, rejects “after-the-fact” communications as proof that the defendant was reasonably notified at the time of the transaction that payment was expected.
  • Jacoby v. Jacoby, 2004 WY 140: Clarifies the fourth unjust enrichment element has two components: reasonable notice of expected payment and unjust enrichment if unpaid.
  • Wyo. Irr. Co. v. Yarnell, 223 P. 332 (Wyo. 1924): Recognizes that circumstances indicating a gratuity do not require restitution.
  • Teton Peaks Inv. Co., LLC v. Ohme, 195 P.3d 1207 (Idaho 2008): Cited for the “officious intermeddler” rule—protecting parties from liability for unsolicited benefits.

The opinion also invokes secondary authorities to reinforce general restitution limits: Restatement (First) of Restitution § 2 (1937) (no restitution for unrequested, unconditional benefits absent mistake/coercion/request) and Dobbs, Law of Remedies, § 4.9 (1993) (volunteers/officious intermeddlers generally cannot recover restitution).

3.2. Legal Reasoning

A. Implied contract: statute of frauds plus indefiniteness defeats partial performance

The Court treated Tallichet’s “loan” theory as an attempt to enforce an oral agreement by framing it as a breach of implied contract. Under Wyo. Stat. Ann. § 1-23-105(a)(i)-(ii), certain agreements are “void unless” memorialized in a writing subscribed by the party to be charged. Tallichet conceded there was no written loan agreement and pointed instead to performance (advancing funds) to escape the statute of frauds.

The Court’s decisive move was to require that, before partial performance can remove an oral contract from the statute of frauds, the underlying oral contract must be “just and certain” and sufficiently definite to enforce. Tallichet’s alleged terms—(1) the money would be “loaned,” and (2) the station would repay “when it had sufficient resources”—failed definiteness. The agreement did not fix (among other things) the amount to be loaned, interest, maturity, repayment schedule, or objective repayment triggers. Enforcing such an arrangement would require the Court to supply essential terms, which Fowler v. Fowler and Rialto Theatre, Inc. v. Commonwealth Theatres, Inc. forbid.

The Court also emphasized organizational assent: even if Tallichet subjectively believed he was lending money, there was no evidence the board “contemplated or agreed” to the asserted oral loan. Put simply, Tallichet’s advances and later internal characterization could not substitute for a definite agreement accepted by the nonprofit as a governing body.

B. Unjust enrichment: not barred by the statute of frauds, but fails for lack of notice at the time of transfer

The opinion’s most explicit doctrinal clarification is that, in Wyoming, the statute of frauds does not bar unjust enrichment. The Court grounded this in Wyoming’s history: statute-of-frauds provisions have long coexisted with restitutionary remedies, and Nastrom v. Sederlin expressly allows quantum meruit recovery where a contract is unenforceable under the statute of frauds. Further, unjust enrichment is treated as implied-in-law (a restitution-based obligation), not enforcement of a promise—making statute-of-frauds concerns conceptually mismatched when the remedy sought is restitution for benefits retained.

But recognizing availability is not the same as proving entitlement. Applying Statzer v. Statzer, the Court focused on element four: whether the circumstances reasonably notified JHCR that Tallichet expected repayment when he advanced the funds. Tallichet relied mainly on JHCR’s IRS Form 990 filings labeling the amounts as loans. The Court treated those filings as ineffective for notice because Tallichet helped prepare and signed them, and the board did not review or approve them until around 2015—after Tallichet had already withdrawn $81,848 as purported “repayment” and after the board demanded proof. In the Court’s view, these were “after-the-fact” indicators, analogous to the letters rejected in Statzer, and not evidence of contemporaneous notice.

The Court then reinforced a restitution limitation: unjust enrichment does not operate to compensate every conferral of benefit. Where a benefit is conferred voluntarily, without request, mistake, coercion, or circumstances signaling expected payment, restitution is generally unavailable (the volunteer/officious intermeddler principle, supported by Wyo. Irr. Co. v. Yarnell, Teton Peaks Inv. Co., LLC v. Ohme, and Restatement (First) of Restitution § 2). On this record—advances made without board approval or proven request—Tallichet’s conduct fit the pattern of unsolicited contributions, defeating unjust enrichment.

3.3. Impact

  • Clarified doctrinal boundary: The Court reaffirmed—more directly than many modern opinions—that Wyoming’s statute of frauds does not bar unjust enrichment. This is consequential for litigants who cannot enforce an oral agreement but can prove the elements of restitution.
  • Heightened practical importance of governance notice: For nonprofits, founders, and closely held organizations, the opinion underscores that board knowledge and contemporaneous notice matter. Internal filings or bookkeeping labels controlled by one actor (even if “organizational” documents like tax returns) may not establish that the organization was notified of repayment expectations when benefits were conferred.
  • Limits on “informal startup financing” claims: The decision warns founders that advancing money without formal approval/documentation can be characterized as an unsolicited benefit rather than a loan, particularly when repayment expectations are not clearly conveyed to—and accepted by—the governing body.
  • Evidence framing for future unjust enrichment cases: The Court’s reliance on Statzer signals skepticism toward “after-the-fact” proof of expected payment. Future plaintiffs will likely need contemporaneous communications, board minutes approving repayment expectations, written requests for advances, or consistent historical payment practices (as in Robinson v. Black) to satisfy element four.

4. Complex Concepts Simplified

  • Statute of frauds: A rule requiring certain agreements to be in writing to be enforceable. If it applies and there is no qualifying writing, the contract claim typically fails.
  • Implied contract (implied-in-fact) vs. unjust enrichment (implied-in-law): An implied-in-fact contract is still a true agreement inferred from conduct; unjust enrichment is not based on actual assent but on fairness—requiring restitution where retention of a benefit would be unjust.
  • Partial/full performance exception: Sometimes performance can allow enforcement despite no writing, but only if the oral agreement is definite (“just and certain”) so a court can enforce what was actually agreed.
  • Unjust enrichment elements (Wyoming): The key sticking point here was element four—whether circumstances reasonably notified the recipient that payment was expected at the time the benefit was provided.
  • Volunteer/officious intermeddler rule: If someone confers an unsolicited benefit without request (and without mistake or coercion), they usually cannot later demand restitution simply because the recipient benefited.
  • Summary judgment: A pretrial decision when there is no genuine dispute of material fact; the court resolves the case as a matter of law on the record.

5. Conclusion

Tallichet v. Jackson Hole Community Radio delivers a mixed doctrinal message with a clear practical lesson. The Court affirmed that indefinite oral “loan” arrangements cannot be enforced under the statute of frauds through partial performance when essential terms are missing and organizational assent is not shown. At the same time, it clarified a meaningful point of Wyoming restitution law: unjust enrichment is not barred by the statute of frauds. Yet restitution still requires proof that the recipient was reasonably notified—when the benefit was conferred—that payment was expected. Absent contemporaneous notice (and with evidence suggesting unsolicited, founder-driven advances), equity provides no recovery.