Whitney Holding Corp. v. Terry

2012 WY 21, 270 P.3d 662, 180 Oil & Gas Rep. 102, 2012 Wyo. LEXIS 21, 2012 WL 447676
CourtWyoming Supreme Court
DecidedFebruary 14, 2012
DocketNo. S-11-0075
StatusPublished
Cited by25 cases

This text of 2012 WY 21 (Whitney Holding Corp. v. Terry) 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
Whitney Holding Corp. v. Terry, 2012 WY 21, 270 P.3d 662, 180 Oil & Gas Rep. 102, 2012 Wyo. LEXIS 21, 2012 WL 447676 (Wyo. 2012).

Opinions

BURKE, Justice.

[¶1] Appellant, Whitney Holding Corporation, challenges a decision of the district court quieting title in a certain mineral estate in favor of Appellees, Clarence and Peggy Terry. Whitney claims it reserved the mineral interest in a Limited Warranty Deed conveying the property from Whitney to the Terrys.) Whitney contends the deed is unambiguous and that the district court erred in considering extrinsic evidence to interpret the deed. Whitney also asserts that the Terrys.1 claim is barred by the ten year statute of limitations applicable to actions for reformation. We find no error and affirm.

ISSUES

[¶2] Whitney presents five issues:

[664]*6641. Did the District Court err in holding that the Limited Warranty Deed was ambiguous?
2. Did the District Court err by denying Whitney's motion in limine and by overruling Whitney's objections to the admissibility of extrinsic evidence?
3. Did the District Court err by considering extrinsic evidence regarding the intent of the parties in entering into the Limited Warranty Deed?
4. Did the District Court err by finding that Whitney does not own a mineral interest in the subject property and that Terrys own one-half of the mineral rights in the subject property?
5. Did the District Court err by failing to determine that the Terrys' action was barred by the statute of limitations because they were seeking to reform the February 25, 1980 Deed (the "Limited Warranty Deed"), rather than quiet title?

The Terrys rephrase the issues:

1. Whether the District Court was correct in its finding that extrinsic evidence was admissible to discern the true intent of the parties and meaning of the Limited Warranty Deed.
2. Whether the District Court correctly concluded that the language of the Limited Warranty Deed was unclear and ambignous.
3. Whether the District Court was correct in its determination that the Terrys were not barred by the statute of limitations for a reformation action because they were pursuing a quiet title action.

FACTS

[¶3] The Terrys owned property located on the lower Tongue River in Sheridan County, Wyoming. They owned the property for many years prior to entering into an agreement to sell the property to Whitney. Whitney wanted the property in order to expand its coal mining operation in the area, and initially contacted the Terrys in the early 1970's about purchasing the property. Whitney maintained its interest and ultimately the Terrys agreed to sell. On December 17, 1979, Whitney and the Terrys entered into a Contract for Deed.

[¶4] In the Contract for Deed, the Ter-rys are identified as "Seller" and Whitney is identified as "Buyer." The purchase price for the Tongue River property was $614,750. In the contract, the Terrys were provided the option of receiving the purchase price in cash, in installments, or by making a "like-kind" exchange.

[¶5] The Terrys chose the "like-kind" exchange option and informed Whitney they had selected the "Ranchester property2 for the exchange. The property was owned by the Kaufmanns. Prior to selecting the Ran-chester property, the Terrys looked at several other properties but eventually settled on the Ranchester property for several reasons, as explained by Mrs. Terry:

A. To begin with, it had to be a like-kind exchange because of the taxes and because we still wanted to ranch, and of course everyone talked about minerals on the lower Tongue River, so that was number one. We needed a place with minerals.
Q. All right. And any other criteria that you relayed to Mr. Taylor?
A. We wanted some irrigated land, and so that's why we were interested.

Before making the selection, they inquired about the mineral interest in the Ranchester property. According to Mrs. Terry:

Q. And were you aware of the ownership in that property, who owned the minerals in that property?
A. Well, we had to be explained to about the lifetime estate, and Mr. Zimmerman was still alive at that time, and so he owned half of the minerals, the Kaufmanns owned half of the minerals. When Mr. Zimmerman died then they explained to us that we would receive the other half.

[¶ 6] After settling on the Ranchester property, the Terrys notified Whitney. Whitney [665]*665entered into an agreement with the Kauf-manns to purchase the property. In the agreement, the Kaufmanns are identified as "Sellers." Whitney is identified as "Buyer." The Kaufmann/Whitney agreement referenced a life estate in one-half of the minerals in favor of Clyde Zimmerman and Gladys Glasby that burdened the Ranchester property. In the agreement, the Kaufmanns expressly represented that Gladys Glasby was deceased and that the life estate would terminate upon the death of Mr. Zimmerman.

[¶7] Closing of the transactions occurred on February 25, 1980. At the closing, the Kaufmanns executed a Warranty Deed conveying the Ranchester property to Whitney. Whitney, in turn, executed a Limited Warranty Deed conveying the Ranchester property to the Terrys. The Terrys signed a Warranty Deed conveying the Tongue River property to Whitney. At closing, the Kauf-manns received the balance of the $575,000 purchase price and the Terrys were paid, as "boot," the sum of $39,750, representing the difference in price between the Ranchester property they were receiving and the Tongue River property they were selling to Whitney.

[¶ 8] The Kaufmann Warranty Deed identified the Kaufmanns as "Grantors" and in the body of the deed, specified that the conveyance was "SUBJECT TO the reservation of coal, oil, gas and other minerals set forth in Exhibit 'A'" Exhibit A provided a lengthy legal description and stated the reservation as follows:

EXCEPTING AND RESERVING, HOWEVER, to the Grantors and to their heirs and assigns, one-half of all coal, sub-bituminous coal, lignite, oil, gas, uranium, fissionable materials, and all other minerals of every kind and character, contained in or underlying said lands, together with the right to enter thereon for the purpose of drilling for or mining the said coal, oil, gas, uranium, fissionable materials and other minerals, and the right to use so much of the surface as may be necessary for such purposes, provided the owner of the surface is reasonably compensated for any damage done thereto.

The Warranty Deed from the Kaufmanns did not mention the Zimmerman life estate.

[¶9] In the Limited Warranty Deed from Whitney to the Terrys, Whitney is identified as "Grantor." The deed also contains an Exhibit A that is identical to the Exhibit A in the Kaufmann/Whitney Deed with two exceptions: the term "Grantors" is changed to "sellers," and there is a specific reference to the Zimmerman life estate. It is this deed that is at the center of the dispute between the parties.

[¶ 10] Three months after the closing, the Terrys executed an oil and gas lease for their mineral interest in the Ranchester property. They also executed a Ratification of Oil and Gas Lease that had previously been signed by Mr. Zimmerman. Through the years, the Terrys executed additional mineral leases for the Ranchester property. Mrs.

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Cite This Page — Counsel Stack

Bluebook (online)
2012 WY 21, 270 P.3d 662, 180 Oil & Gas Rep. 102, 2012 Wyo. LEXIS 21, 2012 WL 447676, Counsel Stack Legal Research, https://law.counselstack.com/opinion/whitney-holding-corp-v-terry-wyo-2012.