Wayment v. Schneider Automotive Group , 438 P.3d 1005 ( 2019 )

2019 UT App 19THE UTAH COURT OF APPEALS
BRETT WAYMENT,
Appellee,
v.
SCHNEIDER AUTOMOTIVE GROUP LLC
AND NATE WADE SUBARU,
Appellants.
Opinion
No. 20161090-CA
Filed January 31, 2019
Third District Court, Salt Lake Department
The Honorable Paige Petersen
No. 150905943
Mark O. Morris, Attorney for Appellants
David M. Wahlquist, Adam D. Wahlquist, and Justin
W. Starr, Attorneys for Appellee
JUDGE JILL M. POHLMAN authored this Opinion, in which
JUDGES GREGORY K. ORME and DAVID N. MORTENSEN concurred.
POHLMAN, Judge:
¶1 Schneider Automotive Group LLC and Nate Wade
Subaru (collectively, Nate Wade) helped sponsor a charity golf
tournament. When Brett Wayment made a hole in one at the
eighth hole in that tournament, he believed he had won the new
car that Nate Wade parked near the hole’s tee box. Nate Wade,
however, refused to deliver the car, claiming Wayment was
ineligible because he was a professional golfer. Wayment sued
for breach of contract. After the parties conducted discovery,
Wayment moved for summary judgment on his contract claim,
which the district court granted. Nate Wade now appeals that
decision, contending that there are material questions of fact that
precluded summary judgment. We agree and reverse.
Wayment v. Schneider Automotive Group
BACKGROUND 1
The Tournament
¶2 In June 2015, Wayment, a professional golfer, played in a
charity golf tournament sponsored, in part, by Nate Wade. Rule
sheets, which described the tournament format and identified a
hole-in-one contest at the eighth hole, were placed on the
participants’ golf carts. See infra Appendix. When golfers arrived
at the eighth hole, they saw a new 2015 Subaru XV Crosstrek
parked next to the tee box along with a sponsorship sign with
Nate Wade’s name and logo. See id. Neither the rule sheet nor
the sign stated that the Subaru, or any other prize, would be
awarded. See id.¶3 As luck, or Wayment’s skill, would have it, Wayment
made a hole in one at the eighth hole. After holing the shot,
Wayment believed he won the Subaru based on the tournament
rule sheet indicating the contest on the eighth hole, Nate Wade’s
sponsorship of the hole, and the parked car. At the clubhouse,
however, the club pro told Wayment, “Good luck getting that
car, Brett,” because he knew Wayment was a professional golfer.
Several days after the tournament, when Nate Wade discovered
that Wayment was a professional golfer, it refused to deliver the
car. The tournament organizer did not expect professional
golfers to compete for tournament prizes without disclosing
their professional status, which Wayment never did. And
although that condition was never communicated to the
tournament participants, the insurance policy that Nate Wade
1. Because this is an appeal from a summary judgment, “we
view the facts and all reasonable inferences drawn therefrom in
the light most favorable to the nonmoving party and recite the
facts accordingly.” Ockey v. Club Jam, 2014 UT App 126, ¶ 2 n.2,
328 P.3d 880 (quotation simplified).
20161090-CA 2 2019 UT App 19Wayment v. Schneider Automotive Group
procured for the tournament required that the hole in one be
made by an amateur. 2
The Litigation
¶4 Wayment sued Nate Wade for breach of contract. He
claimed that he had accepted Nate Wade’s unilateral offer to
give him the car when he made the hole in one, while Nate
Wade maintained that professional golfers were excluded from
the contest.
¶5 Because there was no written agreement detailing
what was promised, each side obtained opinions from
professional golfers about whether it was reasonable
for Wayment to believe he was eligible to win the Subaru
under the circumstances. Wayment and another professional
golfer (Wayment’s Expert) both opined that nothing in
the custom or rules of the golf community bars professionals
from winning prizes in charity golf events. However, the
club pro from the tournament (Nate Wade’s Expert) disagreed.
He expressed his opinion that, as a matter of custom,
professional golfers should disclose their professional
status before playing in golf events with amateurs. He
also opined that it is generally understood in the golf
community that professional golfers are not eligible for
competition prizes unless the competition rules explicitly say
otherwise.
¶6 At his deposition, Nate Wade’s Expert agreed there was
no “uniformity amongst all pros in the golf community”
2. The insurance policy contained other conditions, such as
requiring the hole in one be made from the correct yardage on
the day of the tournament and be witnessed by another person.
Nate Wade does not argue that these requirements were not met.
20161090-CA 3 2019 UT App 19Wayment v. Schneider Automotive Group
regarding a professional’s eligibility for competition prizes in
charity golf tournaments. He explained that his opinion on the
ineligibility of professional golfers in prize contests was a
“personal feeling” and asserted that other professionals might
reasonably think differently. And when asked specifically
whether it was reasonable for Wayment to believe he was
eligible to participate in the prize competition in question, Nate
Wade’s Expert responded, “Yes, I believe it would be reasonable
under some circumstances.” 3
¶7 Another golf professional similarly opined that
although he thought that professional golfers are
generally excluded from competition prizes in charity
golf events, this opinion was his “personal understanding—
not an understanding, standard or custom necessarily
adopted by the Utah professional golf community at large.” He
added that there are “no written rules” on the customs
or standards of professionals’ eligibility for tournament prizes
and said, “I am aware that there are some golfers that
believe as I do. There are also other golfers that believe
3. Nate Wade’s Expert originally responded, “Yes, I believe it
would be reasonable,” without the qualification. He later
clarified this response, under rule 30(e) of the Utah Rules of Civil
Procedure, by adding, “Yes, I believe it would be reasonable
under some circumstances.” (Emphasis added.) Wayment objected
to this clarification, arguing that the district court should strike it
because, although timely under rule 30(e), it was made after
Wayment had filed his motion for summary judgment. The
district court declined to resolve this objection because “the
clarification did not alter [its] decision.” Specifically, the court
concluded that the addition of “under some circumstances” was
still a “definitive answer” because Nate Wade’s Expert “knew
the circumstances of this situation.”
20161090-CA 4 2019 UT App 19Wayment v. Schneider Automotive Group
differently. There is currently no uniformity of opinion on these
issues.” 4
The Judgment
¶8 Relying on the opinions expressed by both parties’
experts, Wayment moved for summary judgment on his breach
of contract claim, which the district court granted. The court
determined it was undisputed that Nate Wade sponsored a hole-
in-one contest at the golf tournament, and that by sponsoring
that contest, Nate Wade agreed to reward a participant who hit
the ball into the eighth hole with one stroke “based on whatever
terms a reasonable contestant could understand.” The court then
identified the relevant questions as (1) whether Nate Wade
manifested an intent to reward a hole in one with the Subaru
and (2) whether it was reasonable for Wayment to believe that
he, as a professional, was eligible to win the prize.
¶9 Based on the rule sheet, the sign on the eighth hole
identifying Nate Wade as the hole’s sponsor, and the new
Subaru parked next to the eighth-hole tee box, the court
concluded it was “reasonable for participants to think that they
could win a car by making a hole-in-one . . . if they were an
amateur.” The court then concluded that because Nate Wade did
not manifest its subjective intent to limit the contest to amateur
golfers, it was reasonable for Wayment, as a professional golfer,
to believe he was eligible to win the Subaru. In reaching this
conclusion, the court reasoned that there was no dispute
4. After first signing a declaration for Nate Wade, this individual
signed a subsequent declaration for Wayment, expressing the
opinion above but stating that he had “no desire to participate in
th[e] case or to serve as an expert” and that he would “decline
any such invitation” to serve as an expert in this case. Neither
party moved to strike either one of his declarations.
20161090-CA 5 2019 UT App 19Wayment v. Schneider Automotive Group
between the parties’ experts. Specifically, the court concluded
that the statement of Nate Wade’s Expert that “it would be
reasonable under some circumstances” for Wayment to believe
he was eligible for the prize contest was a “definitive answer”
because he knew the circumstances of the situation.
¶10 Discerning no material factual dispute, the district court
concluded summary judgment was appropriate and granted
Wayment’s motion. Nate Wade appeals.
ISSUE AND STANDARD OF REVIEW
¶11 Nate Wade contends that the district court improperly
granted summary judgment in favor of Wayment on his claim
for breach of contract. Summary judgment is appropriate “if the
moving party shows that there is no genuine dispute as to any
material fact and the moving party is entitled to judgment as a
matter of law.” Utah R. Civ. P. 56(a). “We review the district
court’s summary judgment ruling for correctness and view all
facts and reasonable inferences in favor of the nonmoving
party.” USA Power, LLC v. PacifiCorp, 2010 UT 31, ¶ 28, 235 P.3d
749 (quotation simplified). And even where “the objective facts
are undisputed,” the “reasonable inferences made from those
undisputed facts can . . . create a genuine issue of material fact”
precluding summary judgment. Id. ¶ 33. A contrary rule, our
supreme court has noted, “would diminish the important role
reasonable inferences play” in a summary judgment decision. Id.
ANALYSIS
¶12 Nate Wade argues that the district court erred in
concluding, as a matter of law, that when Wayment made a hole
in one on the eighth hole of the charity golf tournament, he
accepted a binding offer from Nate Wade to award him a new
Subaru. More specifically, Nate Wade argues that summary
20161090-CA 6 2019 UT App 19Wayment v. Schneider Automotive Group
judgment was inappropriate because “not one golfer was told,
orally or in writing, that they would win a car by hitting a hole-
in-one.” It argues that the burden is “on Wayment to
demonstrate . . . a sufficiently clear manifestation of intent to
offer the [Subaru] to everyone, including professional golfers.”
Without any writing or statement about the hole-in-one contest’s
conditions, Nate Wade asserts that “there was no such offer or,
at the very least, there is a fact question that precluded summary
judgment.”
¶13 Before addressing Nate Wade’s arguments about the
propriety of summary judgment, we find it helpful to label the
type of contract in play here. Both parties agree that, to the
extent a contract exists between Nate Wade and Wayment, it is a
unilateral contract. A unilateral contract “is where one party
makes a promissory offer and the other accepts by performing
an act rather than by making a return promise.” Z-Corp v.
Ancestry.com Inc., 2016 UT App 192, ¶ 5 n.3, 382 P.3d 652(quotation simplified). This is the case in “prize-winning contests
. . . where an offer or promise is made in exchange for an act to
be performed on the part of the contestant.” Walters v. National
Beverages, Inc., 422 P.2d 524, 525 (Utah 1967). Accordingly, “the
performance of th[e] act is an acceptance of the offer and results
in a binding contract.” Id.; see also Mallory v. Brigham Young
Univ., 2014 UT 27, ¶ 23 n.11, 332 P.3d 922 (explaining that a
“meeting of the minds” occurs and a “unilateral contract is
established if and when the offeree begins substantial
performance” (quotation simplified)).
¶14 We also think it plain that the contract here would be
implied in fact, not express. An express contract, as its name
suggests, is “expressed in words.” Gleason v. Salt Lake City, 74
P.2d 1225, 1227 (Utah 1937). By contrast, an implied-in-fact
contract is “established by conduct.” Jones v. Mackey Price
Thompson & Ostler, 2015 UT 60, ¶ 44, 355 P.3d 1000; Outsource
Receivables Mgmt., Inc. v. Bishop, 2015 UT App 41, ¶ 6, 344 P.3d
20161090-CA 7 2019 UT App 19Wayment v. Schneider Automotive Group
1167; see also Restatement (Second) of Contracts § 19 cmt. a (Am.
Law Inst. 1981) (“Conduct may often convey as clearly as words
a promise or an assent to a proposed promise.”).
¶15 The existence of an express contract is “ordinarily a
question of law.” E.g., Cea v. Hoffman, 2012 UT App 101, ¶ 9, 276
P.3d 1178. “When the existence of a contract and the identity of
its parties are not in issue and when the contract provisions are
clear and complete, the meaning of the contract can
appropriately be resolved by the court on summary judgment.”
iDrive Logistics LLC v. IntegraCore LLC, 2018 UT App 40, ¶ 36, 424
P.3d 970 (quotation simplified).
¶16 The existence of an implied-in-fact contract, however, “is
a question of fact which turns on the objective manifestations of
the parties’ intent and is primarily a jury question.” Tomlinson v.
NCR Corp., 2014 UT 55, ¶ 12, 345 P.3d 523 (quotation simplified).
A court may properly determine the existence of an implied-in-
fact contract as a matter of law if the evidence of the contract is
not in dispute and admits of only one inference. See id.; see also
Sanderson v. First Sec. Leasing Co., 844 P.2d 303, 306 (Utah 1992)
(“If a reasonable jury cannot find that an implied contract exists,
summary judgment is appropriate.”). But a jury question is
presented when the existence of an implied-in-fact contract is in
dispute and reasonable minds could differ regarding the
meaning of the parties’ objective manifestations. See Judge v. Saltz
Plastic Surgery, PC, 2016 UT 7, ¶ 19, 367 P.3d 1006 (“In cases
where reasonable minds could differ . . . summary judgment is
not an option. If the court . . . concludes that reasonable minds
could differ . . . , then the issue is a jury question.” (quotation
simplified)); see also, e.g., Francisconi v. Union Pac. R.R., 2001 UT
App 350, ¶¶ 14–15, 36 P.3d 999 (holding that, because a
reasonable jury could find an implied-in-fact contract, summary
judgment was inappropriate); Wood v. Utah Farm Bureau Ins. Co.,
2001 UT App 35, ¶ 18, 19 P.3d 392 (same).
20161090-CA 8 2019 UT App 19Wayment v. Schneider Automotive Group
¶17 Here, a reasonable jury could find an implied-in-fact
contract between Nate Wade and Wayment, but would by no
means be obligated to find such a contract. Thus, “the issue
should not have been taken from the jury.” See Sachs v. Lesser,
2007 UT App 169, ¶ 25, 163 P.3d 662 (quotation simplified), rev’d
on other grounds, 2008 UT 87, 207 P.3d 1215. The undisputed facts
of this case include Nate Wade’s sponsorship sign on the eighth
hole, the parked Subaru, and the tournament rule sheet
indicating the hole-in-one contest. But none of those expressly
promised the Subaru to Wayment; we are instead left with
inferences to be drawn from the parties’ conduct. And what the
sign, car, and rule sheet mean—even though their factual
character is undisputed—is for the jury to decide. See USA
Power, LLC v. PacifiCorp, 2010 UT 31, ¶ 33, 235 P.3d 749.
¶18 Letting a jury determine what was communicated by the
parties’ objective manifestations is especially important here
because, as both parties agree, “[t]here is no uniformity of
opinion among professional golfers as to whether they are
eligible for prizes in tournaments that are intended for
amateurs.” Nate Wade’s Expert testified that he personally
would not feel eligible to win a prize in a charity golf
tournament without checking with the tournament organizers
first. He added, however, that “it would be reasonable under
some circumstances” for Wayment to believe he was eligible for
the Subaru. The district court determined that this was a
“definitive answer,” but that determination does not by itself
make summary judgment appropriate in this context. With no
uniform standard, it is for a jury to decide what was reasonable
for Wayment to believe. 5
5. The golf professional relied on by both parties similarly stated
that there is no uniformity of opinion in the golf community on
this issue and that some golfers believe that professionals are
(continued…)
20161090-CA 9 2019 UT App 19Wayment v. Schneider Automotive Group
¶19 This does not mean that Wayment’s subjective belief
alone is sufficient to create an enforceable contract. Nate Wade
suggests that the district court rested its summary judgment
decision on nothing more than Wayment’s subjective belief that
he was entitled to a car. Although we conclude that the court’s
decision was in error, we reject Nate Wade’s characterization of
that decision. The court erred in treating as dispositive the
agreement of the experts that it may have been reasonable for
Wayment to compete as a professional. But the court did not, as
Nate Wade contends, base its decision solely on what it
determined was Wayment’s subjective belief.
¶20 In urging us to affirm, Wayment contends that summary
judgment was warranted because the facts are undisputed and
lead to only one reasonable conclusion. Specifically, he argues
that it is undisputed that Nate Wade intended to offer the
Subaru to amateurs and that the limitation excluding
professionals from the hole-in-one contest was never
communicated to the players. He therefore seeks to bind Nate
Wade to its intention of offering the Subaru but to ignore Nate
Wade’s intention to limit the offer to amateurs. This reasoning
might be correct if there were an express contract. See Jaramillo v.
Farmers Ins. Group, 669 P.2d 1231, 1233 (Utah 1983) (“It is well
established in the law that unexpressed intentions do not affect
the validity of a[n express] contract.”). But the difficulty in this
case is that there was no express promise. There is a sponsorship
sign, a parked car, and a rule sheet. There is also testimony that,
while not necessarily unreasonable to believe otherwise, some
professional golfers do not consider themselves eligible for
prizes unless explicitly told they are eligible. Thus, the fact that
(…continued)
ineligible and other golfers disagree. The fact that both parties
leaned on his opinion highlights that reasonable minds can differ
on whether Nate Wade extended an offer to Wayment.
20161090-CA 10 2019 UT App 19Wayment v. Schneider Automotive Group
no one disputes the presence of the sign, car, or rule sheet during
the tournament is not enough to take the question from the jury
and deem a contract established as a matter of law. See USA
Power, 2010 UT 31, ¶¶ 32–33. 6
¶21 In sum, the existence of an implied-in-fact contract
depends on objective manifestations—conduct—and is typically
a jury question. Where reasonable minds could differ on the
meaning of the parties’ objective manifestations, summary
judgment is not an option. We hold that this is such a case. The
lack of a uniform standard demonstrates that, as is usually the
6. Wayment also places some reliance on three out-of-state cases
involving hole-in-one contests that held that uncommunicated
conditions did not limit the expressed offers made. Grove v.
Charbonneau Buick-Pontiac, Inc., 240 N.W.2d 853 (N.D. 1976);
Cobaugh v. Klick-Lewis, Inc., 561 A.2d 1248 (Pa. Super. Ct. 1989);
Harms v. Northland Ford Dealers, 1999 SD 143, 602 N.W.2d 58. In
addition to being nonbinding, we also conclude that these cases
are distinguishable. All three concerned express promises from
the sponsor of the tournaments that whoever made a hole in one
was entitled to a prize. Grove, 240 N.W.2d at 855; Cobaugh, 561
A.2d at 1249; Harms, 1999 SD 143, ¶ 4. Here, we have a potential
implied-in-fact contract that must be determined by inferring
intent from Nate Wade’s objective manifestations. Moreover,
Grove relied on a statute directing courts to construe ambiguous
language against the party who created the ambiguity—that is,
the drafters of that language—and Harms in turn relied on Grove.
Grove, 240 N.W.2d at 858, 862; Harms, 1999 SD 143, ¶¶ 14–15.
Wayment does not direct us to, and we are not aware of, any
authority that would require us to construe manifestations of
intent against an actor. Although the intent behind Nate Wade’s
objective manifestations may not be immediately apparent, it is
not a contractual ambiguity in the usual sense. It simply presents
a jury question.
20161090-CA 11 2019 UT App 19Wayment v. Schneider Automotive Group
case for implied-in-fact contracts, this is a jury question. Nate
Wade’s Expert’s testimony that it was, at least potentially,
reasonable for Wayment to believe he was eligible for the contest
prize did not remove all debate on the issue and establish a
contract as a matter of law. A reasonable jury could conclude
that, based on Nate Wade’s objective manifestations, Nate Wade
intended to exclude professional golfers from winning the
Subaru. Or it could conclude otherwise. Because both options
are possible, it was inappropriate to grant summary judgment in
this instance.
CONCLUSION
¶22 We reverse the district court’s order granting summary
judgment to Wayment and remand for further proceedings
consistent with this opinion.
20161090-CA 12 2019 UT App 19Wayment v. Schneider Automotive Group
APPENDIX
The tournament rule sheet:
The sponsorship sign on the eighth hole:
20161090-CA 13 2019 UT App 19