Redco Construction v. Profile Properties, LLC

2012 WY 24, 271 P.3d 408, 2012 Wyo. LEXIS 25, 2012 WL 579415
CourtWyoming Supreme Court
DecidedFebruary 23, 2012
DocketNo. S-10-0255
StatusPublished
Cited by47 cases

This text of 2012 WY 24 (Redco Construction v. Profile Properties, LLC) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Redco Construction v. Profile Properties, LLC, 2012 WY 24, 271 P.3d 408, 2012 Wyo. LEXIS 25, 2012 WL 579415 (Wyo. 2012).

Opinion

GOLDEN, Justice.

[T1] This case is a lien foreclosure case involving a landlord, a tenant and a contractor. Profile Properties, LLC (Profile) leased commercial real property to Clean Start, LLC (Clean Start). Clean Start sought to renovate the property to convert it from office space to a commercial laundry facility. Profile granted Clean Start permission to renovate the property on the condition that Clean Start would pay for the renovations, and Clean Start thereafter contracted with Redeo Construction (Redeo) to perform the work. When Clean Start defaulted on its payments to Redeo, Redeo filed a lien against Profile's property.

[¶ 2] Redco thereafter filed a complaint against Profile and Clean Start, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing, quantum meruit, unjust enrichment, and promissory estoppel, and seeking to foreclose on its lien against Profile's real property. The district court interpreted Wyoming's lien statutes to allow a lien against a landlord's real property for the debt of a tenant under two cireumstances: 1) if the landlord agreed to pay for the improvements to the property; or 2) if the tenant was acting as the landlord's agent in contracting for the improvements. It then granted Profile's motion for summary judgment finding that Profile did not agree to pay for the renovations to the property and that Clean Start was not acting as Profile's agent in contracting for the improvements. We affirm.1

[411]*411ISSUE

[¶ 3] Redeo presents the following single issue on appeal:

a. Did the trial court err as a matter of law by finding that for a valid mechanic's lien to exist for improvements placed upon the landlord's property by the tenant, "specifically authorized" as used in W.S. 29-2-105(a)(ii), requires the finding of something akin to an agency relationship between the landlord and tenant and granting summary judgment to the Defendant?

FACTS

[¶ 4] Profile owns a commercial property in Cheyenne, Wyoming, that it historically leased as office and storage space. In January 2008, Profile began negotiations to lease that commercial space to Clean Start. From the outset of their negotiations, Profile understood that Clean Start desired to use the property as a commercial laundry facility and that it desired to eventually purchase the property. Both Profile and Clean Start also understood that converting the property from office space to a space that would accommodate a commercial laundry operation would require substantial renovations to the property, including an upgrade in the property's electrical supply.

[¶5] In January 2008, at the same time it was negotiating to lease Profile's property, Clean Start contacted Redeco, a general contractor. At Clean Start's request, Redco examined the property to determine its suitability for a commercial laundry facility and advised Clean Start that the property could be renovated to accommodate a laundry operation. Clean Start thereafter sought and received Profile's permission to renovate the property.

[T6] After receiving Profile's permission to renovate the property, Clean Start hired Redeo to perform the work. Redeo prepared the plans and specifications and obtained the necessary permits to complete the construction. Redco began work on the renovations in March 2008, approximately two months before Profile and Clean Start memorialized their agreement with the execution of a Lease Agreement (Lease).

[T7] During the negotiations between Profile and Clean Start and their subsequent relationship, Seot Cook acted on behalf of Profile, and David Sipe acted on behalf of Clean Start. Seot Cook testified that on behalf of Profile, he authorized the renovations, and that he knew generally what those renovations would entail but no specifics. David Sipe testified similarly. Both Cook and Sipe further testified that Clean Start alone selected the contractor to perform the renovations, that no one from Profile reviewed or was shown the plans or specifications for the work, that Profile did not know the specific design details or costs of the renovations, that Profile did not assert any control over the renovations, that Clean Start was to pay the entire cost of the renovations, and that no one on behalf of Profile at any time met with Redeo or its representatives to discuss the contract or the work being done to the property.

[T8] With respect to control over the improvements and construction, Scot Cook testified more particularly:

Q. Acting on behalf of Profile, what was the extent that you had control over the construction work Clean Start was having performed on the building?
A. Profile did not have any control over the construction work. Profile had a lease agreement with David Sipe with an option to purchase, being a triple net lease, and all construction costs were borne by David Sipe.
Q. Could you have requested that Clean Start use specific contractors to perform work?
A. No.
shook cleook
Q. Did Profile have any control over who Clean Start used as a general contractor on the job?
A. No.
Q. Did you ever object to Redco being used?
A. No.
Hock oe ok
[412]*412Q. Did Profile have the authority to tell Clean Start which modifications of the building it approved of and which ones it did not?
A. No. In regards to structural issues or what have you; is that what you're referring to?
Q. I was kind of-a general modification.
A. Under the lease terms with Clean Start, he has to conform to city codes.
Q. And I guess what I meant is if he wanted to put in 30 washing machines, that was okay?
A. Yeah. It's his business.

[¶ 9] David Sipe's testimony on the question of who controlled the details of the construction echoed that of Scot Cook. He testified:

Q. Did Seot Cook on behalf of Profile Properties ever make any of the construction decisions as to how that building was going to be remodeled?
A. No.
Q. Were those decisions exclusive to yourself?
A. Those-those decisions were a collaboration of me and Redco and Ted and outside parties as far as my equipment and things like that.
Q. But none of that was done at the behest of Profile Properties; is that fair?
A. That's fair.

[¶10] M.J. Gertsch is the Redeo principal who worked with Clean Start on the renovations to the property. Gertsch testified that Redeo's contract was with Clean Start and that Redco had no contract with Profile. Gertsch also testified that he knew Profile owned the building and property on which Redco was working, and Redco did not seek out or receive from Profile a guarantee that it would pay for the work if Clean Start was for any reason unable to pay Redeo.

[¶11] Redeo was not the sole contractor to perform work on the property renovations. Some demolition work was done by a contractor known as C.H.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

SeedX v. Lincoln Strategy
Tenth Circuit, 2025
McCallister v. State (In re Worker's Comp. Claim Of)
440 P.3d 1078 (Wyoming Supreme Court, 2019)
Wyo. Guardianship Corp. v. Wyo. State Hosp.
428 P.3d 424 (Wyoming Supreme Court, 2018)
Action Snowmobile & RV, Inc. v. Most Wanted Performance, LLC
423 P.3d 317 (Wyoming Supreme Court, 2018)
LeBlanc v. State, Department of Family Services
2017 WY 107 (Wyoming Supreme Court, 2017)
Zechariah Jay Jones v. State
2016 WY 110 (Wyoming Supreme Court, 2016)
Wallop Canyon Ranch, LLC v. Goodwyn
2015 WY 81 (Wyoming Supreme Court, 2015)
Turner v. State
2015 WY 29 (Wyoming Supreme Court, 2015)
Lp v. Lf
2014 WY 152 (Wyoming Supreme Court, 2014)
Alice A. Platt
2014 WY 142 (Wyoming Supreme Court, 2014)
Kenneth Dale Nicodemus
2014 WY 135 (Wyoming Supreme Court, 2014)
State v. Mares
2014 WY 126 (Wyoming Supreme Court, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
2012 WY 24, 271 P.3d 408, 2012 Wyo. LEXIS 25, 2012 WL 579415, Counsel Stack Legal Research, https://law.counselstack.com/opinion/redco-construction-v-profile-properties-llc-wyo-2012.