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Gould v. Ochsner

Supreme Court of Wyoming

August 5, 2015

JAMES F. GOULD IV, individually, and ERIN GOULD, individually, and J.G., a minor, by and through JAMES F. GOULD IV, her father and next friend, and J.G., a minor, by and through JAMES F. GOULD IV, his father and next friend, Appellants (Plaintiffs),
v.
DANIEL OCHSNER, individually, and FLYING RIVER RANCH LLC, and YU LAND AND CATTLE, LLC, Appellees (Defendants)

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[Copyrighted Material Omitted]

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Appeal from the District Court of Park County. The Honorable Steven R. Cranfill, Judge.

For Appellants: S. Joseph Darrah of Darrah Law Office, P.C., Powell, WY.

For Appellees: Michael A. Labazzo, Law Offices of Michael A. LaBazzo, LLC, Cody, WY.

Before BURKE, C.J., and HILL,[*] KITE, DAVIS, and FOX, JJ.

OPINION

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HILL, Justice.

[¶1] James Gould, IV, his wife, and their two children, brought an action against Daniel Ochsner and his related ranch entities, asserting claims for breach of contract, unjust enrichment, conversion and fraud. Plaintiffs' claims stemmed from promises Defendant Daniel Ochsner allegedly made during Plaintiffs' several-year tenure living and working on Defendants' Flying River Ranch. Following a bench trial, the district court denied all of Plaintiffs' claims and Defendants' counterclaims. Plaintiffs appeal, contending that the district court erred in denying their claims to a number of cattle and a cattle brand and in denying their W.R.C.P. 15(b) motion to amend their complaint to conform to the evidence and to add promissory estoppel claims. Plaintiffs also challenge the district court's denial of their motion to confirm an alleged settlement agreement between the parties. We affirm in part and reverse in part.

ISSUES

[¶2] There are four issues on appeal.

1. Whether the district court erred when ruling against the Goulds on their claims related to the disputed cattle ownership.
2. Whether the district court erred when ruling against the Goulds on their claims related to the disputed cattle brand.
3. Whether the district court erred in denying the Goulds' W.R.C.P. 15(b) motion to amend their complaint to conform to the evidence and add promissory estoppel claims.
4. Whether the district court erred in finding the parties did not have an enforceable settlement agreement.

FACTS[1]

[¶3] James Frank Gould, IV (Mr. Gould) grew up on the Gould Ranch, located west of Meeteetse, Wyoming. The Gould family owned and operated the Gould Ranch for five generations, since 1870, and Mr. Gould continued to live on the ranch as an adult along with his wife, Erin Gould, and their two children, James Frank Gould, V (Frank) and Jasmine Gould.

[¶4] In 2001, Daniel Ochsner entered into a lease agreement to lease the Gould Ranch. At that time, Mr. Ochsner owned

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and operated a limited liability company, YU Land and Cattle, LLC, which operated three other ranches. In 2002, Mr. Ochsner purchased the Gould Ranch and renamed it the Flying River Ranch (Ranch). Mr. Ochsner retained Mr. Gould as ranch manager pursuant to an oral agreement by which Mr. Gould would receive, among other compensation, a monthly salary of $2,000.00, free housing for him and his family, and a $1,000,000.00 bonus if Mr. Gould profitably managed the ranching operation for seven years.

[¶5] In February 2004, Mr. Gould was in a work-related vehicle accident and sustained severe injuries, including " a traumatic brain injury with residual cognitive difficulties, headaches and sleep apnea," as well as injuries to his cervical and lumbar spine, and right ankle, knee, wrist and shoulder. Mr. Gould received workers' compensation medical and disability benefits as a result of these injuries, and he underwent multiple surgeries and remained on full temporary total disability (TTD) benefits until March 2005. In March 2005, Mr. Gould entered into an approved light duty work agreement with the Ranch, whereby eighty percent of Mr. Gould's salary was covered by TTD benefits and the remaining twenty percent was paid by the Ranch. This arrangement continued until February 26, 2007, at which point Mr. Gould had received the maximum 36-month allowance of TTD benefits.

[¶6] After Mr. Gould's accident in 2004, Mr. Ochsner had informed Mr. Gould that he wished to sell the Ranch, and in a subsequent conversation in 2007, Mr. Ochsner informed Mr. Gould that he was going to sell his cattle and get out of the cattle business because he had enough on his plate without the ranching operation. In early 2008, Mr. Gould proposed to Mr. Ochsner that he lease the Ranch to Albert and Rainy Renner, who Mr. Gould knew were looking for grass on which to graze their cattle.[2] Mr. Ochsner agreed to the lease arrangement, which he described as follows:

A. * * * And then [Mr. Gould] came to me and said, Dan, Albert and Rainy and I would like to lease the ranch.
I said, Jim, what are you thinking?
He said, Albert and Rainy, they can do all the work or most of the work, and it will allow me to also go to Bairoil and work my little oil field down there.
And I said, okay, I'll think about it.
And I thought about it for a while.
Then I said, okay, I will enter into that lease. And I said, if you keep the property in pristine condition because I'm trying to sell this property, I would have a much better chance of selling the property if it was in pristine condition.
What I did was I gave them a lease for $12,000, and that was an incredible lease.
Q. Let me stop you there. Who's the " they" in that?
A. Oh, okay, okay. Jim, Albert and Rainy.
* * *
A. * * * And then what I did was I liquidated the cows that I had, some of them to another party, and then I - Jim said, you know, that he needed to make money, so I decided to give Jim Gould 60 head of cows. I offered him the rest of my cows, 39 head.
And I said, Jim, what would be a good price?
He said, $350 a head.
And I -- all I wanted to do was get out of the cattle business. So Jim said he wasn't interested in those cows, those 39 head, but Albert and Rainy might be interested.
So I said, okay, I will sell Albert and Rainy those 39 cows, which they did purchase.

[¶7] The Renner/Gould lease of the Ranch ended on November 1, 2008, after a dispute arose concerning the equipment to be used in working the Ranch property. As that lease was ending, the Goulds signed a bill of sale, dated October 8, 2008, which

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returned fifty-seven head of cattle to the Ranch.

[¶8] After the Renner/Gould lease ended, Mr. Ochsner focused on selling the ranch. At that time, Mr. Gould approached Mr. Ochsner with the idea of partnering with a potential investor by the name Tom Eldrich. Mr. Ochsner reached an agreement with Mr. Gould and Mr. Eldrich whereby the Ranch would purchase a couple hundred head of cattle, and Mr. Eldrich would make a $200,000.00 contribution that would allow him to receive half of the proceeds from the future sale of any yearlings. Mr. Ochsner described the arrangement:

Q. What was Mr. Gould's agreement involving you and Mr. Eldrich?
A. Jim was going to work for Mr. Eldrich, and the responsibilities for Mr. Eldrich was to pay all the expenses, pay Jim's salary, and my contribution to provide all - provide the ranch.
Q. And who was going to own the cattle?
A. Flying River Ranch was going to own all the cattle.

[¶9] The arrangement with Tom Eldrich ended by the end of 2009, after Mr. Gould expressed concerns to Mr. Ochsner that Mr. Eldrich was not paying him regularly or fulfilling his other obligations. Mr. Ochsner ended the arrangement by returning Mr. Eldrich's $200,000.00 contribution. He described what followed next in his working relationship with Mr. Gould:

Q. Did Mr. Gould -- after this relationship ended, did he come to you and say, now what?
A. Well, I ended up with all these cattle. I was trying to figure out what I was going to do. It was in the winter. We just kind of treaded water.
Anyway, in 2010, I told Jim -- we talked about taking care of the cattle. I said I would pay him $2,000 a month if he took care of the cattle. He said that he --that would give him time to go to Bairoil and work down there and he could come back and forth and hire some help, and the ranch could continue on.
* * *
Q. Okay. In 2010, when you entered into the agreement for $2,000 a month, did it also include any other benefits for Mr. Gould?
A. Well, he could still remain in the house, and he would get fuel and I would pay his utilities.

[¶10] On July 5, 2011, Mr. Gould and Mr. Ochsner entered into a written agreement to govern their continuing work relationship. The impetus for the written agreement is not entirely clear from the record, but apparently Mr. Gould had been advised by an attorney that any such agreement should be in writing. Because the July 5, 2011 agreement was not made part of the record, the terms of that agreement are not clear, but it is the final oral or written agreement that the parties entered into.[3]

[¶11] In early 2012, the parties' relationship fell apart, again for reasons that are not clear from the record. On January 31, 2012, Mr. Gould resigned from his employment with the Ranch, and on February 2, 2012, the Goulds filed their complaint in district court against Defendants alleging several claims, including breach of contract, conversion, unjust enrichment, and fraud. Defendants answered and asserted counterclaims for the value of items that Defendants alleged the Goulds wrongfully removed from the Ranch.

[¶12] Shortly after the filing of the Complaint, the parties engaged in settlement negotiations, and on February 3, 2012, counsel for the Goulds e-mailed a signed settlement agreement to counsel for Mr. Ochsner. On February 4, 2012, Mr. Ochsner's attorney

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responded via e-mail requesting clarification of terms, as well as outlining terms she felt needed to be included in the written agreement. Counsel for the Goulds responded on that same date expressing his clients' disagreement with those terms.

[¶13] On February 9, 2012, the Goulds filed a motion to confirm the settlement agreement, and on March 2, 2012, the district court held a hearing on that motion. On April 5, 2012, the district court entered an order denying the motion, finding that there was no written instrument reflecting final and definite settlement terms and no meeting of the minds.

[¶14] On March 11-14, 2014, a bench trial was held. At the close of their case-in-chief, Plaintiffs moved, pursuant to W.R.C.P. 15(b), to amend their complaint to conform to the evidence and add promissory estoppel claims. Defendants objected, and the district court denied the motion.

[¶15] On May 21, 2014, the district court issued its decision letter denying all of Plaintiffs' claims and Defendants' counterclaims, and on June 17, 2014, the district court issued its Judgment and Order, ordering that " Plaintiffs take nothing pursuant to their Complaint" and " Defendants take nothing pursuant to their Counterclaim." On July 15, 2014, the Goulds timely filed their notice of appeal to this Court.

STANDARD OF REVIEW

[¶16] Following a bench trial, this Court reviews a district court's findings and conclusions using a clearly erroneous standard for factual findings and a de novo standard for conclusions of law. Forbes v. Forbes, 2015 WY 13, ¶ 22, 341 P.3d 1041, 1050-51 (Wyo. 2015) (citing Piroschak v. Whelan, 2005 WY 26, ¶ 7, 106 P.3d 887, 890 (Wyo. 2005)).

The factual findings of a judge are not entitled to the limited review afforded a jury verdict. While the findings are presumptively correct, the appellate court may examine all of the properly admissible evidence in the record. Due regard is given to the opportunity of the trial judge to assess the credibility of the witnesses, and our review does not entail re-weighing disputed evidence. Findings of fact will not be set aside unless they are clearly erroneous. A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.

Forbes, ¶ 22, 341 P.3d at 1050-51. Findings may not be set aside because we would have reached a different result. Harber v. Jensen, 2004 WY 104, ¶ 7, 97 P.3d 57, 60 (Wyo. 2004). Further,

we assume that the evidence of the prevailing party below is true and give that party every reasonable inference that can fairly and reasonably be drawn from it. We do not substitute ourselves for the trial court as a finder of facts; instead, we defer to those findings ...

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