Precedents Cited
1) Standards of review after a bench trial
The Court anchored its appellate posture in 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)). This framing mattered because nearly every contested point (readiness to close, consent, causation, good faith,
reprehensibility) depended on factual findings reviewed only for clear error. That deference drove the affirmance across issues.
2) Specific performance and breach
The Court reiterated that specific performance is equitable and discretionary (Ruppert v. Merrill, 2024 WY 113, ¶¶ 11-12,
558 P.3d 529, 534 (Wyo. 2024)), but only available upon breach, quoting Davis v. Harmony Dev., LLC, 2020 WY 39, ¶ 34,
460 P.3d 230, 241 (Wyo. 2020). The novelty here is not that principle, but its application: the Court affirmed that a buyer’s failure to tender at closing
does not constitute default where the seller’s own inability/unwillingness makes tender an “idle, vain, or useless act,” a concept drawn from
15 Williston on Contracts § 47:4 (4th ed. May 2025 update).
For “time is of the essence” contracts, the Court cited Quinlan v. St. John, 201 P. 149, 150 (Wyo. 1921), and
Morningstar v. Robison, 2023 WY 28, ¶ 25, 527 P.3d 241, 249 (Wyo. 2023), recognizing the usual rule that buyers must be ready,
willing, and able on the closing date. The Court then emphasized the exception: tender is excused when the seller will not or cannot perform.
3) Tortious interference: elements, “improper” interference, and good-faith privilege
The governing elements came 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 causing breach/termination.
WFC argued “improper” was a legal question, but the Court invoked Scheaffer v. State ex rel. Univ. of Wyo. ex rel. Bd. of Trs.,
2009 WY 19, ¶ 51, 202 P.3d 1030, 1044 (Wyo. 2009) (impropriety is fact), the Restatement’s causation-as-fact view
(Restatement (Second) of Torts § 766 cmt. o (1979)), and Carlson v. Carlson, 775 P.2d 478, 484 (Wyo. 1989)
(good-faith economic-interest privilege is fact). This was outcome-determinative: it kept the dispute within clear-error review.
For the “economic interest” justification, the Court relied on 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 Court accepted the doctrine but held the district court reasonably found WFC lacked good faith.
4) Preservation and constitutional review of punitive damages
Although WFC had not raised the constitutional-excessiveness argument below, the Court reached it as “fundamental,” citing
Jones v. Young, 2025 WY 130, ¶ 29, 580 P.3d 1026, 1035 (Wyo. 2025) (with reference to Sharpe v. Evans, 2025 WY 70,
¶ 14, 570 P.3d 731, 736 (Wyo. 2025)).
5) Punitive damages standards and guideposts
Wyoming punitive damages principles came from 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 that attorney fees may be awarded as punitive damages, and that punitive damages
require “willful or wanton misconduct,” citing Rosty v. Skaj, 2012 WY 28, ¶ 34, 272 P.3d 947, 958 (Wyo. 2012).
For federal due process constraints, the Court applied State Farm Mut. Auto. Ins. Co. v. Campbell, 538 U.S. 408, 416-18,
425 (2003), and adopted de novo review of constitutionality as in Lompe v. Sunridge Partners, LLC, 818 F.3d 1041, 1061, 1063 (10th Cir. 2016).
For state-law calibration, it relied on Farmers Ins. Exch. v. Shirley, 958 P.2d 1040, 1044 (Wyo. 1998), and it referenced
Aetna Life Ins. Co. v. Lavoie, 505 So.2d 1050, 1062 (Ala.1987) for proportionality language (via Shirley).
Legal Reasoning
A. Specific performance: tender excused where seller is not prepared to close
The Andersons’ appellate theory was formalistic: because “time is of the essence” and Messinger did not tender payment on November 6, 2017, Messinger defaulted.
The Court accepted the general “tender/ready-willing-able” rule but held it is conditional: the buyer need not tender if the seller’s conduct makes tender futile.
The district court found (and the Supreme Court agreed the record supported) that the Andersons would not risk closing absent resolution of WFC’s claimed rights, and
that the parties treated the contract as continuing after the failed closing. On those facts, the Andersons could not treat the missed closing as buyer default.
The breach, then, was the Andersons’ unilateral April 2019 termination based on an “incorrect assumption” that Messinger was responsible for the failure to close.
Once the Court affirmed the underlying factual finding (seller unwilling/unable), the legal conclusion followed: termination was unjustified, and specific performance
was within the district court’s equitable discretion.
B. Tortious interference: leveraging an expired purchase right to obstruct the sale
The Court focused on the “intentional and improper” element and upheld three core factual determinations:
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No consent: WFC’s consent argument hinged on a November 17, 2017 email from Messinger’s attorney. The Court upheld the district court’s reading:
the email refused to exit or assign and merely contemplated termination “if and when the Anderson/Boerschig deal closes”—not a blanket permission to negotiate or
interfere after the purchase-right period.
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Causation and impropriety beyond “refusing to waive”: WFC tried to blame Wyoming Title and Escrow’s later requirement for a recorded waiver.
The Court accepted the district court’s chain-of-events finding: WFC’s “bad faith” assertion of exercising the right, followed by inactivity and non-responsiveness,
created the uncertainty that prompted the waiver requirement and chilled the sellers from closing. Importantly, the Court did not announce that a refusal to sign a waiver
is inherently tortious; it affirmed that the impropriety lay in the strategic use of the claimed right (after its exercise window had expired, as the court found) to obstruct
the sale as leverage for unrelated covenant amendments.
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No good-faith economic-interest privilege: Even though WFC claimed the covenants reduced its property’s value, the district court found its true objective
was to obtain a “windfall” covenant amendment “at no cost to itself,” and that it continued to claim purchase rights despite knowing the sellers believed the right had expired.
Because good faith is factual under Wyoming law, that finding defeated WFC’s justification defense.
C. Punitive damages: attorney-fee awards and constitutional proportionality
The punitive award against WFC consisted of attorney fees and costs (some joint and several with the Andersons, some solely against WFC) imposed as punishment/deterrence
for “willful and wanton” conduct. On due process, WFC urged a de facto 1:1 punitive-to-compensatory limit. The Court rejected that as inconsistent with
State Farm Mut. Auto. Ins. Co. v. Campbell (no bright-line rule; “single-digit” ratios often acceptable) and distinguished Lompe v. Sunridge Partners, LLC
(observations about 1:1 often arise where compensatory damages exceed $1 million).
The Court emphasized the district court’s application of Farmers Ins. Exch. v. Shirley factors—particularly the linkage between WFC’s misconduct as the “genesis”
of the litigation and the litigation costs incurred. On that reasoning, the attorney-fee punitive award bore a “reasonable relationship” to the harm and the policy goal of
deterring similar obstructionist behavior in property transactions.