Jeffrey John Jones, et al., v. Ellin Wynn, et al., and Saulcy Land Company, et al.

Improper Disbursement of Earnest Money – Contracts – The record owners of Robbers Roost Ranch in Carbon County are Otis and Ellin Wynn. Their son Michael "Mac" Wynn managed the ranch for his elderly parents. The Wynns placed the ranch for sale on an open listing with ERA through Saulcy in April of 1994. The Joneses signed a form captioned "OFFER, ACCEPTANCE AND RECEIPT (OPTION TO PURCHASE) (FARM AND RANCH AND VACANT LAND)" on July 21, 1994. In response to that offer from the Joneses, the Wynns presented a counter offer. The Joneses accepted the counter offer on July 29, 1994. The offer and counter offer constituted a contract to purchase the ranch for $700,000.00. The contracts provided that the Joneses put $300,000 down, with the remaining balance of $400,000.00 paid according to the terms of a contract for deed.

The terms of the contract required the Wynns to use their best efforts to get the Bank's approval for the purchase. All parties agree that the Bank's approval of the transaction was a condition precedent to the Joneses' purchase of the ranch. After learning that the Bank would require a written contract, the Wynns failed to submit anything to the Bank concerning the sale of the ranch. On September 6 and 15, 1994, the Joneses sent correspondence to Saulcy requesting the return of their $50,000 earnest money deposit. The Wynns also requested the earnest money from Saulcy, which was disbursed to them on September 30, 1994, but not before the Wynns signed an agreement indemnifying Saulcy for disbursing the money. Saulcy took $20,000.00 of the earnest money for its services, and the balance was paid to the Wynns, less some costs.

The Joneses filed this action to recover the $50,000.00 earnest money deposit, plus legally allowable interest, punitive and exemplary damages, and costs, attorney's fees, and such other relief as may be just and proper. Following summary judgment motions, the only surviving claims were against Saulcy and the Wynns. The defendants argued that the Joneses breached the contract, which entitled the Wynns to the $50,000.00 deposit; and because Saulcy properly paid the deposit to the Wynns, the Joneses' claims against Saulcy are precluded.

Following a bench trial, the district court concluded that the Joneses should prevail on their breach on contract claim as to the Wynns and on their breach of fiduciary duty claim as to Saulcy. The defendants prevailed on all other claims.

The District Court found in favor of the Joneses on their breach of contract claim against the Wynns, and on their breach of fiduciary duty claim against Saulcy. The defendant prevailed on all other claims.

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The decision was affirmed by the Supreme Court of Wyoming. See: 983 P.2d 1200 (Wyo. 1999). The date above reflects the date of the appellate decision and not the trial date. Reported by EMDH.