Robert Redland, Individually, Robert Redland, as Trustee of the Robert and Irene Redland Family Trust, Dated August 10, 1989, Lisa Kimsey and Mike Kimsey

IN THE SUPREME COURT, STATE OF WYOMING

2015 WY 31

OCTOBER TERM, A.D. 2014

February 26, 2015

ROBERT REDLAND, Individually,
ROBERT REDLAND, as Trustee of the
Robert and Irene Redland Family Trust,
Dated August 10, 1989, LISA KIMSEY
and MIKE KIMSEY,

Appellants
(Defendants),

v.
S-14-0159
ROLLY REDLAND, KENDRICK
REDLAND, ROALENE McCARTHY
and TERESA SHELTON, Individually
and as Beneficiaries of the Robert and
Irene Redland Family Trust, Dated August
10, 1989,

Appellees
(Plaintiffs).

Appeal from the District Court of Big Horn County
The Honorable Keith G. Kautz, Judge

Representing Appellants:
Scott W. Meier, Lucas Buckley and J. Zachary Courson of Hathaway & Kunz,
P.C., Cheyenne, Wyoming. Argument by Mr. Meier.

Representing Appellees Rolly Redland, Kendrick Redland and Teresa Shelton:
S. Joseph Darrah of Darrah Law Office, P.C., Powell, Wyoming.

Representing Appellee Roalene McCarthy:
C.M. Aron of Aron & Hennig, LLP, Laramie, Wyoming.

Before BURKE, C.J., and HILL, KITE, DAVIS, and FOX, JJ.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third.
Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building,
Cheyenne, Wyoming 82002, of typographical or other formal errors so correction may be made
before final publication in the permanent volume.
KITE, Justice.

[¶1] This is the second appeal stemming from the Redland family’s dispute over ranch
property that some of the Redland children claim their father, Robert Redland, agreed to
place in a family trust.1 In the first appeal, Redland v. Redland, 2012 WY 148, 288 P.3d
1173 (Wyo. 2012) (Redland I), this Court held that questions of fact precluded the district
court’s entry of summary judgment on the issues of whether the Redland Children’s
claims against Robert Redland were barred by the statute of frauds and the statute of
limitations, and we remanded for a trial on those issues.

[¶2] Following a bench trial on remand, the district court found that the claims were
not barred, and it ordered that all of the disputed property, with the exception of the
property on which Robert Redland resides (“the Manderson Place”), be immediately
transferred to the family trust. With respect to the Manderson Place, the district court
ordered that the property be transferred to the trust upon Robert Redland’s death. We
affirm the district court’s order, with the exception of its disposition of the Manderson
Place. With respect to the latter property, we remand for entry of an order directing that
the Manderson Place be immediately transferred to the family trust subject to Robert
Redland’s life estate in the property.

ISSUES

[¶3] Robert Redland states the issues on appeal as follows:

I. The District Court erred, as a matter of law, in
holding that an enforceable agreement existed that required
placing the disputed property in the Family Trust.

II. The District Court erred, as a matter of law, in
determining that the Statute of Limitations did not bar [the
Redland Children’s] claims for the placement of property in
the Family Trust.

FACTS

1
The action asserting claims to the disputed ranch property was brought by four of the five adult Redland
children: Rolly Redland, Kendrick Redland, Roalene Redland McCarthy, and Teresa Shelton. The
youngest child, Lisa Kimsey, and her husband, Mike Kimsey, are aligned with Robert Redland. For ease
of reference, we will, as we did in Redland I, refer to the four Redland children collectively as the
“Redland Children,” and to Robert Redland, individually, as trustee, and collectively with Lisa and Mike
Kimsey, as “Robert Redland” or “Robert.”

1
[¶4] The disputed Redland property is located in three areas of the Big Horn Basin in
Wyoming. Because the property at issue in the present appeal is the same property we
discussed in Redland I, we will use the Redland I nomenclature to reference the property
in this appeal:
Manderson Place

The Manderson Place is located in Big Horn County. The
parties variously refer to the deeded portion of this property
as the Manderson Farm, the Manderson Place or the Home
Place. Associated with this property is State of Wyoming
Lease No. 3–8179. Also associated with the property is
Bureau of Land Management (BLM) Lower Nowood
Allotment No. 00144. For ease of reference, throughout this
opinion, we will refer to the deeded property as the
“Manderson Place,” and to State Lease No. 3–8179 by
number or as the “State Farm at Manderson.”

Original Mountain Land & Additional Mountain Land

The Original Mountain Land is located in Washakie and
Johnson Counties. Associated with the deeded property is
State of Wyoming Lease No. 3–8195, BLM Box Canyon
Allotment No. 02008, and BLM Cedar Ridge Allotment No.
00145. For ease of reference, when we refer to State Lease
No. 3–8195 separately, we will refer to it by number or as the
“Mountain Land State Lease.”

The Additional Mountain Land is located in the area of the
Original Mountain Land and is deeded land that was owned
by Eric Redland, Robert Redland’s brother, until Eric’s death
in 1992.
Woody Place

Woody Place is also located in Washakie County, south of the
Mountain Land. Associated with this property is State of
Wyoming Lease No. 3–8248, BLM West Allotment No.
00147, and BLM East Allotment No. 00146. For ease of
reference, we will refer to State Lease No. 3–8248 by number
or as the “State Lease at Woody Place.”

2
Redland I, ¶¶ 9-12, 288 P.3d at 1178-79.2

[¶5] As in Redland I, we believe it is helpful to an understanding of the parties’ dispute
to begin with a history of the parties, their property acquisitions, and their ranching
operations. Again, these facts remain unchanged since our decision in Redland I:

Richard and Nellie Redland were the parents of Robert
Redland and the grandparents of Robert and Irene Redland’s
five children: Rolly Redland, Kendrick Redland, Roalene
Redland McCarthy, Teresa Redland Shelton, and Lisa
Redland Kimsey. Throughout their lifetimes, Richard and
Nellie Redland accumulated ranching and farming property in
the Big Horn Basin, including deeded land and federal and
state leases, which they hoped would be held and operated by
future Redland generations. All of the property that is in
dispute in this action is property originally acquired by
Richard and Nellie Redland.

Robert and Irene Redland were married in 1951, and
began living on Manderson Place in 1953. Sometime between
1959 and 1962, they purchased the Manderson Place from
Richard and Nellie Redland. Robert and Irene raised their five
children on the Manderson Place, and during those years they
ran sheep on the Original Mountain Land and grew crops on
BLM land near Manderson.

In 1971, Robert and Irene Redland purchased Woody
Place from Richard and Nellie Redland. The purchase
included the deeded land and an assignment of the State
Lease at Woody Place. The State Lease at Woody Place is
important to the Woody Place operations because the leased
land is adjacent to the deeded property and holds all of the
operation’s water.

When Robert and Irene Redland purchased Woody
Place in 1971, Rolly Redland, Robert’s oldest son, was
attending community college in Riverton, Wyoming. Robert
called on Rolly to work the new property and to manage the

2
The district court’s order following the trial on remand provides a clarification on two of the disputed
state leases. State Lease No. 8314, which was not separately identified in the Redland I property
description above, is associated with the Manderson Place. State Lease No. 8179 (a/k/a the “State Farm”
or the “State Farm at Manderson”) is located near the Manderson Place.
3
cows Robert then owned. Woody Place required substantial
work, including clean-up, fencing, and irrigation work, and
after making some initial improvements to the property, Rolly
stayed on and has since 1971 lived and ranched at Woody
Place.

Kendrick Redland began his fulltime career as a
rancher in 1973. Kendrick lived on Manderson Place, and he
conducted his operations primarily on Manderson Place and
the Original Mountain Land. While the two Redland sons
lived on separate properties, they often operated together and
with their father. This included running their cattle together
and supplying veterinary care, breeding and feed for the
cattle.

Robert Redland’s father, Richard Redland, passed
away in 1971. In his will, he left to his wife, Nellie Redland, a
life estate in all of his properties. To his sons, Robert and Eric
Redland, he left a divided option to purchase the Original
Mountain Land for $27.50 per acre, which option could not
be exercised until the death of Nellie Redland. * * *

In March of 1983, Robert Redland paid Eric Redland
$100,000 for his one-third option in the Original Mountain
Land. As of 1983, then, Robert owned the entire option to
purchase the Original Mountain Land as set forth in Richard
Redland’s will.

By 1989, the operations of Robert Redland and his two
sons, Rolly and Kendrick Redland, had grown, with each
individually continuing to increase the number of livestock
they were running. Also in 1989, Nellie Redland passed
away, and Robert was able to exercise the option to purchase
the Original Mountain Land as described in Richard Redland,
Sr.’s will. Before exercising the option, however, Robert took
two steps. First, on August 8, 1989, Robert assigned part of
his purchase option to his wife, Irene, and then they both
made partial assignments of their interests in the purchase
option to their five children, with the end result being that
Robert, Irene and their five children each owned a one-
seventh interest in the option to purchase the Original
Mountain Land. Robert’s next step was to create a family

4
 trust.

On August 10, 1989, Robert and Irene Redland
executed a Trust Agreement with their five children, which
created the Robert and Irene Redland Family Trust (“Redland
Family Trust”). Robert, Irene and the five children were
beneficial owners under the trust, and Robert and Irene were
the trustees. The Trust Agreement established the trust for the
purpose of holding and managing property. It provided as
follows concerning property acquired by the trust:

The parties hereto declare that all property now
held or hereafter acquired by the trustees or their
successors, as trustees, and all income and profits
therefrom, shall be by the trustees managed,
administered, received, collected, disposed of, and
distributed for the benefit of such persons as may
from time to time be owners of beneficial interests
in this trust estate, in the manner herein provided
and subject to the terms and conditions set forth in
this instrument and any amendments hereto.

Redland I, ¶¶ 13-21, 288 P.3d at 1179-1180.

[¶6] The creation of the Redland Family Trust is at the root of the Redland family’s
property dispute. The Redland Children contend they made capital and other
contributions to the Trust with the understanding that certain properties historically
operated on and held by members of the Redland family, including deeded properties,
state leases, and federal leases, would be held by the Trust. In February 2007, however,
the Redland Children learned, from a notice in the Basin Republican Rustler, that
property they understood to belong to the Redland Family Trust had been transferred
from Robert and Irene Redland (through their individual revocable trusts) to Lisa
Kimsey, the Redland Children’s youngest sibling, and her husband, Mike Kimsey. Rolly
Redland thereafter had a title search completed, and the Redland Children learned that the
Redland Family Trust did not hold the properties they understood belonged to the Trust.

[¶7] The 2007 title search, completed in May and June of that year, revealed that the
Trust presently holds the following properties:

1. The Original & Additional Mountain Land (deeded property located in
Washakie and Johnson Counties);

5
 2. BLM Box Canyon Allotment No. 02008 (federal lease associated with
Original Mountain Land);

3. BLM Cedar Ridge Allotment No. 00145 (federal lease associated with
Original Mountain Land);

4. Woody Place (deeded property located in Washakie County south of the
Mountain Land);

5. BLM East Allotment No. 00146 (federal lease associated with Woody
Place); and

6. BLM West Allotment No. 00147 (federal lease associated with Woody
Place).

[¶8] The following are the properties the Redland Children understood would be placed
in the Redland Family Trust but which their 2007 title search showed were instead held
by the Robert Redland Revocable Trust and the Irene Redland Revocable Trust (less the
eleven plus acres that were deeded to Lisa and Mike Kimsey):

1. State Lease No. 3-8195 (state lease associated with Original Mountain
Land);

2. State Lease No. 3-8248 (state lease associated with Woody Place);

3. Manderson Place (deeded property located in Big Horn County);

4. State Lease No. 3-8314 (state lease associated with Manderson Place);

5. BLM Lower Nowood Allotment No. 00144 (federal lease associated with
Manderson Place); and

6. State Lease No. 3-8179 (state lease also known as the State Farm and
located near Manderson Place).

[¶9] In September 2007, Irene Redland passed away, and shortly after her death, the
Redland Children presented Robert Redland with a proposal to transfer all property the
Redland Children originally believed was to be held by the Redland Family Trust into the
Trust. Redland I, ¶ 36, 288 P.3d at 1182-83. Robert refused the request to transfer the
property, and in 2008, the Redland Children filed the present action against Robert

6
Redland, individually and as trustee of the Redland Family Trust, and against Lisa
Redland Kimsey and Mike Kimsey (collectively Robert Redland). Id., ¶¶ 36, 39, 288
P.3d at 1183. The Redland Children asserted a number of claims, but particularly
relevant to the present appeal was their claim for promissory estoppel. Related to that
claim, the Redland Children sought an order directing that Robert Redland transfer the
disputed property to the Redland Family Trust. Robert Redland answered and asserted a
number of counterclaims.

[¶10] Robert Redland moved for summary judgment on the Redland Children’s claims
to recover the disputed trust property, asserting that those claims were barred by the
statute of frauds and the statute of limitations. Redland I, ¶ 41, 288 P.3d at 1183-84. The
litigation then progressed as follows:

The district court granted Robert Redland’s motion for
summary judgment on the claims to recover real property,
finding that no genuine issue of disputed fact existed and the
claims were barred by the statute of limitations and the statute
of frauds. * * *

In that same order, the district court allowed Robert
Redland to amend his counterclaims to seek declaratory relief
that the Redland Family Trust violates the rule against
perpetuities; to seek ejectment of Kendrick and Sharon
Redland from the Manderson Place; and to seek ejectment of
Rolly and Debbie Redland from the State Farm at Manderson.
Robert’s amended counterclaims also included claims against
Rolly Redland for conversion of a sheep wagon and a tractor.
In response, Kendrick, Rolly and their spouses
counterclaimed for the value of the improvements that they
had made to Manderson Place and the State Farm at
Manderson.

Shortly after the district court’s entry of summary
judgment, Rolly Redland filed a motion requesting that Judge
W. Thomas Sullins recuse himself from the case, asserting a
conflict of interest because Judge Sullins was a former partner
in the law firm that represented Robert Redland, and because
that same law firm drafted many of the trust documents that
would be ruled on at trial. Judge Sullins denied any conflict
of interest but entered an order of recusal and reassigned the
case to the Honorable Keith G. Kautz.

7
 A five-day bench trial was held before Judge Kautz
beginning on August 30, 2010. On December 2, 2010, while
the case was under advisement, the parties filed a stipulation
resolving certain of the issues. The Redland Children
dismissed their first cause of action seeking declaratory
judgment that the family operated as a de facto partnership,
dismissed their claim for an accounting, dismissed their
request for a court implemented trust tie-breaker mechanism,
and dismissed their breach of fiduciary duty claim. They
reserved their right to appeal the summary judgment order
against their property claims. Robert Redland agreed to not
pursue efforts to have Rolly Redland removed as a trustee,
and Robert reserved his causes of action for contribution of
assets and an accounting in the event the Redland Children
succeed in the appeal of the partial summary judgment on
their property claims. Last, the parties submitted to the court a
tie-breaker amendment to the Redland Family Trust and
requested that the court approve the amendment in the event
the court ruled that the trust is valid and not void for violating
the rule against perpetuities.

On February 15, 2011, the district court issued its
decision letter. The court made the following rulings:
—The court found that the Redland Family Trust does not
violate the rule against perpetuities, and it approved the
parties’ stipulated tie-breaker amendment;
—The court found the lease agreements Robert Redland
entered into with Lisa and Mike Kimsey for use of trust
property were void for failure to obtain the required co-trustee
approval;
—The court found that Rolly Redland owed the Redland
Family Trust $6,360.00 for rent of the Woody Place for the
year 2010;
—The court found no evidence that Rolly Redland had
wrongfully withheld hunting fees for the Woody Place and
found against Robert Redland on that claim;
—The court found that Robert Redland had not proven his
claims for damages to Manderson Place or the State Farm
against Rolly and Kendrick Redland and denied those claims.
8
 The court further found that Rolly and Kendrick had vacated
Manderson Place and the State Farm, and it concluded that
Robert’s ejectment action against them was thus moot;
—The court found that Kendrick Redland had proved his
unjust enrichment claim for improvements to Manderson
Place, and it awarded him damages in the amount of
$28,737.00;
—The court found that Rolly Redland had proved his unjust
enrichment claim for improvements to the State Farm at
Manderson, and it awarded him damages in the amount of
$14,040.00.
—In his closing argument, Robert Redland conceded that he
had not proved his claim against Rolly Redland for
conversion of a tractor. The court further found that Robert
had not proved his claim against Rolly for conversion of a
sheep wagon, and it ruled against Robert on that claim; and
—The court found that Robert Redland had not proved that
he had a partnership interest in Redland Angus and denied all
of Robert’s claims relating to that operation.

Following entry of the district court’s judgment,
Robert Redland appealed the court’s rulings on Rolly and
Kendrick Redland’s unjust enrichment claims and the court’s
ruling on the Redland Angus partnership claims. The Redland
Children appealed the order granting partial summary
judgment against their property claims.

Redland I, ¶¶ 41-46, 288 P.3d at 1183-85.

[¶11] The Redland Children appealed the district court’s summary judgment order, and
Robert Redland appealed the court’s ruling awarding damages to the Redland Children
on their unjust enrichment claims and its ruling against Robert Redland on his Redland
Angus partnership claims. Redland I, ¶¶ 1-2, 288 P.3d at 1177. This Court found that
disputed issues of material fact precluded summary judgment on the questions of whether
the Redland Children’s property claims were barred by the statute of frauds or the statute
of limitations, reversed that order, and remanded for a trial on those questions. Id., ¶ 181,
288 P.3d at 1214. We affirmed the district court’s rulings against Robert Redland on the
unjust enrichment claims and Redland Angus partnership claims. Id., ¶ 182, 288 P.3d at
1214.

9
[¶12] On November 19 to 21, 2013, the district court held a bench trial on the remanded
issues, and on December 26, 2013, the court issued its Judgment and Findings of Fact and
Conclusions of Law. The court found that Robert Redland made repeated oral promises
to the Redland Children to place the disputed property in the Redland Family Trust in
exchange for the children’s capital and other contributions to the Trust. The court further
found, with citations to the record omitted:

3(b). Certain State Leases and deeded property are required
by the BLM to be “base property” and are part and parcel of
BLM Grazing Allotments as follows:
i. Mountain and Slope deeded property and State
Lease 3-8195 for Box Canyon BLM Allotment No. 02008
and Cedar Ridge BLM Allotment No. 00145;
ii. Woody Ranch deeded property and State Lease
3-8248 for BLM East Allotment (No. 00146) and West
Allotment (No. 00147);
iii. Manderson Farm deeded property and State
Lease 3-8314 for Lower Nowood BLM Allotment (No.
00144).

3(c). In order to maintain the Redland Family BLM grazing
permits, prior to 1989 and after, the Redland Family has been
required to enter into a management plan with the BLM
which addresses grazing issues, livestock usage of resources
and other matters which contemplate the usage of the deeded
property and State leases tied to each BLM grazing allotment
as base property. Therefore, the BLM management plan
contemplates the state leases, deeded property and BLM
grazing allotments to serve as one operational unit.

3(d). Rolly Redland (“Rolly”), Kendrick Redland
(“Kendrick”) and Robert Redland (“Robert”) ran their
respective cattle in common and together on what Rolly and
Kendrick believed to be Trust property for many years.
Included in this part of the family ranching operation were
BLM leases which exclusively authorized Kendrick’s, Rolly’s
and Robert’s cattle to run on the BLM grazing allotments.
***
47. Robert Redland refused to place the remaining
property in the Family Trust when he was confronted in 2007.
The following property has not been placed into the Family
Trust as agreed by all parties in 1989 and 199[1]-92:

10
 a. State Lease No. 3-8195 (on Mountain, Slope
and Cottonwood);
b. State Lease 3-8248;
c. State Lease 3-8314;
d. Lower Nowood Allotment (BLM Number
00144);
e. State Lease 3-8179 (State Farm);
f. Manderson farm Deeded property (to be
transferred upon Robert’s death).

48. Those parcels stated in the previous paragraph are
integral to the Family Ranching Operation, and were intended
to be placed into the Family Trust consistent with the plans
clearly expressed to the Redland Children in 1989, 1991 and
1992. Without those parcels placed in the Family Trust, the
plans set forth make no sense from an operational standpoint
without those properties.

49. The failure of Robert Redland to place those parcels
(excluding the Manderson Farm) into the Family Trust, (sic)
is a breach of his promises repeated to his Children on
numerous occasions. Injustice can only be avoided if such
parcels are placed immediately in the Family Trust and
administered consistent with the other Family Trust assets
and the historical requirements practices of the Redland
Family Ranching Operation.

[¶13] The district court concluded Robert Redland’s oral promises to place the disputed
property in the Redland Family Trust were enforceable under the doctrine of promissory
estoppel. The court further concluded the Redland Children did not know or have reason
to know that Robert Redland had not placed, and refused to place, the disputed property
in the Trust until 2007 and their claims were therefore not barred by the statute of
limitations. Based on its findings and conclusions, the court ordered:

a. That [Robert Redland] shall immediately and forthwith
execute any documents necessary to effectuate the full
and complete assignment and transfer of State Leases
3-8195, 3-8248, 3-8314 and 3-8179 to and in favor of
the Robert and Irene Redland Family Trust dated
August 10, 1989;

b. That [Robert Redland] shall immediately and forthwith

11
 execute any documents necessary to effectuate the full
and complete assignment and transfer of the Lower
Nowood Allotment (BLM No. 00144) to and in favor
of the Robert and Irene Redland Family Trust dated
August 10, 1989;

c. The 11 plus acres transferred to Lisa and Mike Kimsey
in 2007 as more fully described as T.50N, R. 91W. 6th
P.M.: Section 32: SE1/4NE1/4; Sec. 33: SW1/4NW1/4
(Part) Tracts 76A, and 76B (Parts) (Ex. 139) shall be
transferred back to Robert Redland, and said parcel
shall be conveyed fully to the Robert and Irene
Redland Family Trust dated August 10, 1989.

d. Upon the death of Robert Redland, the property known
as the Manderson Farm located within Townships 59
and 50 North, Range 91 West, 6th P.M., Big Horn
County, Wyoming (as more fully described in the
Owners and Encumbrances Report Title Commitment
9-6566 OE-Ex. 32) currently held by Robert Redland
as Trustee of the Robert Redland Revocable Trust
dated October 30, 2002 and Robert Redland as
Successor Trustee of the Irene Redland Revocable
Trust dated October 20, 2002 or any successor, shall
be thereupon immediately transferred by deed to and
in favor of the Robert and Irene Redland Family Trust
dated August 10, 1989.

e. [The Redland Children] shall be entitled to submit
applications for costs.

[¶14] On January 23, 2014, Robert Redland filed a Notice of Appeal to this Court.

STANDARD OF REVIEW

[¶15] “Following a bench trial, we review the trial court’s findings of fact for clear error,
and its conclusions of law de novo.” Clark v. Ryan Park Prop. & Homeowners Ass’n,
2014 WY 169, ¶ 6, 340 P.3d 288, 289 (Wyo. 2014) (quoting Fox v. Wheeler Elec., Inc.,
2007 WY 171, ¶ 9, 169 P.3d 875, 878 (Wyo. 2007)). We have further explained:

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
12
 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.

Miner v. Jesse & Grace, LLC, 2014 WY 17, ¶ 17, 317 P.3d 1124, 1131 (Wyo. 2014)
(quoting Claman v. Popp, 2012 WY 92, ¶ 22, 279 P.3d 1003, 1012 (Wyo. 2012)).

[¶16] In considering the evidence on review, “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.” Miner, ¶ 17, 317 P.3d at 1131 (quoting Claman,
¶ 22, 279 P.3d at 1012).

[¶17] Finally, we note that this Court may affirm a district court’s ruling on any basis
appearing in the record. Magin v. Solitude Homeowner’s Inc., 2011 WY 102, ¶ 20, 255
P.3d 920, 927 (Wyo. 2011); Olsen v. Kilpatrick, 2007 WY 103, ¶ 10, 161 P.3d 504, 507
(Wyo. 2007); Walker v. Karpan, 726 P.2d 82, 89 (Wyo. 1986) (“This court will affirm
rulings of the district court for any proper reason appearing of record, even if the
articulated reasons are incorrect.”).

DISCUSSION

[¶18] On remand, the district court held a bench trial on two questions: 1) whether
Robert Redland made enforceable promises to place the disputed trust property in the
Redland Family Trust; and 2) whether the statute of limitations barred the Redland
Children’s action to enforce those promises. As noted above, the district court found that
Robert Redland did promise to place the disputed properties in the Trust, those promises
were enforceable, and the statute of limitations did not bar the Redland Children’s action
to enforce the promises.

[¶19] With regard to the district court’s finding of enforceable oral promises, Robert
Redland does not challenge the court’s findings of fact but instead contends that the court
erred as a matter of law in enforcing any promise not expressly contained in the written
Trust Agreement. With regard to the court’s ruling on the statute of limitations, Robert
argues both that the court erred a matter of law and that the court erred in failing to give
weight to evidence that Robert contends showed the Redland Children knew or should
have known of their cause of action years earlier.

13
A. Enforceability of Oral Promises Regarding Disputed Trust Property

[¶20] As we noted above, Robert Redland does not challenge the district court’s basic
findings of fact or the evidentiary support for its findings that Robert made enforceable
promises to place the disputed property in the Redland Family Trust. Instead, he argues
the court erred in considering parol evidence and in looking outside the Trust Agreement
to find those promises. More specifically, Robert asserts “the District Court held that only
one agreement existed and it was in writing,” that agreement was the written Trust
Agreement, and there is no ambiguity in that written agreement. From this, he argues
that because the court found no ambiguity in the Trust Agreement, it was error for the
court to admit parol evidence and the court improperly used that evidence to read
additional terms into the agreement. He further argues that it was improper for the court
to consider evidence outside the Trust Agreement because the Trust Agreement was the
entirety of the parties’ agreement and if the parties had intended that other property be
placed in the Trust, that understanding would have been reflected in the written Trust
Agreement.

[¶21] At the outset, we disagree with Robert Redland’s assertion that the district court
found that the only agreement between the parties was the written Trust Agreement. This
statement in Robert Redland’s brief is not supported by a cite to a particular finding in the
district court’s order, and on our review of the order, we find no such finding. While we
agree that the court identified only one written agreement, the Trust Agreement, and cited
no ambiguity in that agreement, the court’s final ruling was based on oral promises and
agreements to place property in the Trust, which promises and agreements the court
found outside the Trust Agreement. We thus reject Robert Redland’s first assertion and
turn to his arguments that the court: 1) improperly used parol evidence to create
additional Trust Agreement terms; and 2) erred in considering evidence of oral promises
outside the written Trust Agreement.

1. Use of Parol Evidence to Create Additional Trust Agreement Terms

[¶22] This Court has defined the parol evidence rule and described its parameters as
follows:
The district court’s decision letter seems to suggest, by
considering extrinsic evidence of the “surrounding
circumstances” of a deed’s execution, we endorse a violation
of the parol evidence rule. Those statements indicate a
misunderstanding of the parol evidence rule, which is a rule
of substantive law rather than a rule of evidence. See, e.g.,
Bowen v. Korell, 587 P.2d 653, 656 (Wyo.1978). It originated
in the doctrine of merger, which states: “[A]ll provisions in a
contract are merged into the deed when executed and

14
 delivered except those covenants which are deemed to be
collateral to the sale. Thus, the deed regulates the rights and
liabilities of the parties.” Bakken v. Price, 613 P.2d 1222,
1227 (Wyo.1980), quoting 8A Thompson on Real Property, §
4458, p. 331. See also Bixler v. Oro Management, L.L.C.,
2004 WY 29, ¶ 13, 86 P.3d 843, 848 (Wyo.2004).

“The parol evidence rule has been stated in
many ways but the basic notion is that a writing
intended by the parties to be a final embodiment
of their agreement may not be contradicted by
certain kinds of evidence. A writing that is final
is at least a partial integration. If the writing is
final and also complete, it is a total integration
and may not only not be contradicted by the
type of evidence in question but may not even
be supplemented by consistent (non-
contradictory) additional terms. If it is final and
incomplete it may be supplemented by
consistent additional terms.”

Longtree, Ltd. v. Resource Control International, Inc., 755
P.2d 195, 204 (Wyo.1988), quoting, J. Calamari and J.
Perillo, Law of Contracts, § 3–2 at 135–36 (3d ed.1987).
Consequently, the function of the parol evidence rule is to
prevent parties from supplementing or contradicting the terms
of the contract. See Restatement (Second) of Contracts § 231;
E. Allan Farnsworth, Contracts, §§ 7.2 through 7.7 (3d
ed.1999). Once the terms of the agreement are identified, the
parol evidence rule ceases to operate. The rule does not
prohibit use of extrinsic evidence of the circumstances
surrounding the execution of the deed to interpret the
meaning of its terms. Id. By allowing evidence of the
circumstances surrounding execution of the deed, courts are
more apt to arrive at the parties’ true intention at the time of
the execution of the deed.

Mullinix, LLC v. HKB Royalty Trust, 2006 WY 14, ¶ 25, 126 P.3d 909, 920 (Wyo. 2006).

[¶23] In arguing that the district court improperly used parol evidence to create
additional Trust Agreement terms, Robert Redland points to the district court’s rationale
for considering parol evidence as stated in its conclusions of law:

15
 4. In construing the 1989 Family Trust, the Court
concludes that the testimony of all six Redland family
members is proper parol evidence with regard to the
understandings among them in forming the Trust, as follows:

a. to explain the terms of the Trust Agreement;

b. to explain the reasons for the agreement and
what the parties intended as to the total property
to be included in the Trust;

c. to explain the Trust Agreement provisions
concerning property the parties intended to be
included in the Trust.

[¶24] Although paragraphs 4(a) and 4(c) do not frame the district court’s use of parol
evidence as clearly as they might have, and we understand they may be read to suggest
that the court used parol evidence to define the property contemplated by the Trust
Agreement’s terms, the court’s order does not reflect that it used parol evidence in that
manner. The only finding of fact in the court’s order that references a Trust Agreement
provision and testimony related to that provision is Paragraph 11(m) of the findings of
fact in which the court found:

Prior to the signing of the Trust Agreement, Rolly referred to
the paragraph in the proposed Trust Agreement containing
language which stated: “all property now held or hereafter
acquired by the trustees or their successors” to seek
clarification as to exactly what property the Trust would
eventually own and hold. To that, Robert responded that the
provision required all of the property then owned by Robert
and Irene Redland as well as the property held by the Estate
of Richard Redland and any other property Robert acquired to
be placed into the Family Trust.

[¶25] Although the district court included this finding in its order, the court did not in its
conclusions of law cite the finding or otherwise draw on it to interpret or define the
referenced Trust Agreement provision. Indeed, the order contains no findings or
conclusions that show a use of parol evidence to define or supplement a particular term in
the Trust Agreement. It is apparent from a review of the court’s order, that in finding
enforceable agreements to place the disputed property in the Trust, the court was not
using extrinsic evidence to find those promises or agreements in the Trust Agreement
itself but was instead considering the enforceability of promises or agreements outside

16
the Trust Agreement. We thus reject Robert Redland’s argument that the court used
parol evidence to add terms to the unambiguous Trust Agreement and turn to his
argument that the court violated the parol evidence rule by looking outside the Trust
Agreement for agreements or promises.

2. Oral Agreements Outside the Trust Agreement

[¶26] Robert Redland contends that because the Trust Agreement was unambiguous and
represented the entirety of the parties’ agreement, the district court erred when it
considered evidence of agreements outside the Trust Agreement. Based on this Court’s
precedent, we find no violation of the parol evidence rule in the court’s reliance on
evidence of oral agreements outside the Trust Agreement.

[¶27] Although parol evidence may not be used to contradict an unambiguous written
agreement, this Court has recognized that evidence outside that written agreement may be
used to establish oral agreements that are separate and distinct from the written
agreement. We have explained:

[W]e depart from the parol evidence rule if the evidence is
used to establish a separate and distinct contract, a condition
precedent, fraud, mistake, or repudiation. Applied Genetics v.
First Affiliated Securities, 912 F.2d 1238, 1245 (10th
Cir.1990); Western Nat’l Bank of Lovell v. Moncur, 624 P.2d
765, 770–71 (Wyo.1981). Evidence of an oral agreement is
considered if the oral agreement does not vary the terms of
the writing, or if it is “separate and distinct from, and
independent of, the written instrument.” Applied Genetics,
912 F.2d at 1246 (quoting Moncur, 624 P.2d at 771 and citing
Allen v. Allen, 550 P.2d 1137, 1141 (Wyo.1976) and Cordova
v. Gosar, 719 P.2d 625, 640–42 (Wyo.1986)). In other words,
the parol evidence rule “does not affect a purely collateral
contract distinct from, and independent of, the written
agreement, even though it relates to the same general subject
matter and grows out of the same transaction, if it is not
inconsistent with the writing.” Moncur, 624 P.2d at 770–71.

Belden v. Thorkildsen, 2007 WY 68, ¶ 16, 156 P.3d 320, 324-25 (Wyo. 2007).

[¶28] In an earlier case, this Court explained the exception to the parol evidence rule for
collateral oral agreements, stating:

17
 It is unnecessary to analyze and delineate each of these cases
or to discuss the matter at any great length since the
encyclopedic statement of the rule clearly provides for
‘certain exceptions’ which are apparent on the face when it is
further stated that the rule is applicable only where the parties
have without uncertainty put into writing all previous or
contemporaneous negotiations and agreements with reference
to the subject matter. As plaintiff points out, the same
encyclopedic reference at s 997, p. 509, states that the rule
excluding parol evidence to vary or contradict a writing does
not extend so far as to preclude the admission of extrinsic
evidence to show a valid prior or contemporaneous collateral
parol agreement between the parties, which is separate and
distinct from, and independent of, the written instrument, has
not been merged in, or superseded by, such instrument, and
does not contradict, conflict with, or vary the express or
implied provisions thereof or deal with a definite and
particular subject matter which the written instrument
expressly or impliedly undertakes to cover. In the Cary case,
287 P. at 436, this court noted that exceptions to the parol
evidence rule generally arise as a circumvention to fraud in
some form, either as to the execution or as to the delivery of
the instrument, where the written contract is incomplete upon
its face or ambiguous in its terms, or the oral agreement is
independent and collateral and rests upon its own mutual
considerations.

Lefforge v. Rogers, 419 P.2d 625, 627 (Wyo. 1966).

[¶29] To determine whether an oral agreement is truly separate from a written agreement
and not simply a term that was omitted from the writing, another authority offers the
following test:

A distinction—logically and theoretically conceivable—must,
therefore, be attempted between promises that are intended to
be or are inherently and substantially collateral to the main
purpose of the contract and those which, although allegedly
part of a separate agreement, directly relate to the main object
of the contract. However, to differentiate the promises in
contracts as either collateral or included is very difficult and
sometimes nearly impossible; and, however the matter is
phrased, it is likely that the basis for the courts admitting or

18
 excluding proof of additional oral terms to an apparently
complete written contract is practical rather than theoretical.
The test of admissibility is substantially affected by the
likelihood, in the court’s view, that parties who contract under
the circumstances in question would simultaneously make
both the agreement in writing which is before the court as
well as the alleged parol agreement. The point is not simply
whether the court is convinced that the parties before it did or
did not in fact do this—although that certainly plays a role in
the decisions—but whether reasonable parties situated as
these parties were would naturally or obviously or normally
do so. If that is true, the parol agreement is collateral to and
separate from the writing so as to make it admissible. The
vast majority of courts assessing the admissibility of parol
evidence at common law apply this test. This test is
commonly known by the adverbs used by the courts which
apply it, and might be variously called the “naturally” test, the
“naturally and normally” test, the “ordinarily” test, or any of a
host of words used by the courts to indicate that parties
similarly situated might reasonably have believed it
appropriate to keep the two agreements separate. Moreover,
the test can be stated in the affirmative or the negative: either
way the key question is the same. Thus, one way to ask the
question is whether the nature of the collateral agreement was
such that, if the parties had agreed to it, they would naturally
have included it in their writing. Asked in this way, if the
answer is that they would have, and they did not, they
engaged in “unnatural” behavior, and evidence of the alleged
agreement is inadmissible. The same question might be asked
in another way: whether the nature of the collateral agreement
was such that, if the parties had agreed to it, they would
naturally have made it the subject of a separate agreement.
Here, if the answer is that they would have, evidence as to it
is admissible, for they have done the “natural” thing by
keeping it the subject of an agreement separate from the main
contract.

11 Williston on Contracts § 33:28 (4th ed.) (Updated May 2014) (footnotes omitted).

[¶30] While the district court’s order does not expressly identify the considerations
outlined above, we are persuaded by our review of the court’s order that its finding of
enforceable oral agreements outside the Trust Agreement is consistent with this analysis.

19
In its findings and conclusions, the court considered both the Trust Agreement and the
evidence of oral agreements not in an effort to define or supplement the Trust Agreement
itself but to guide the court in determining whether the Trust Agreement represented the
parties’ entire agreement or whether there were enforceable oral promises or agreements
outside the Trust Agreement. In doing so, the court was mindful of the need to disregard
extrinsic evidence that conflicted with the Trust Agreement, stating in its conclusions of
law:

6. The testimony of Rolly, Roalene, Teresa and Kendrick
concerning the property to be included in the Trust is
consistent with, and does not contradict, the express written
terms of the Trust Agreement. Restatement First, Contracts,
§§ 237-239; Guarantee Trust Co. of N.Y. v. Williamsport
Wire Rope Co., 222 F.2d 416 (3d Cir. 1955).

[¶31] The court’s rulings on the admissibility of the extrinsic evidence during Rolly
Redland’s testimony at trial confirm the court’s approach in considering the extrinsic
evidence:

[Counsel for Robert Redland]: * * * [W]e’re asking
the court to read the trust agreement, which is a contract, and
determine if there’s any ambiguity at all in the terms of this
contract. Now, anything beyond that might be some oral
promises that we also know they’re going to talk about, but
the oral promises are separate and distinct from a written
document. This trust agreement is clear on its face. It says
exactly what property is going to go into it. It also says in
paragraph 10, the parties may add other property to it. May.
Not shall. May add other property to it.

It also says, this language that was brought up, “now
held or hereafter acquired by the trustees,” is in representative
capacity as trustees. It doesn’t say, “as husband and wife,” or
“as individuals” or anything else. It says acquired now or
[hereafter] by the trustees. So we think it’s very clear on its
face and while they may want to talk about some
circumstances surrounding this thing, they gave their money,
they got their interest and the trust was formed owning the
mountain property. We submit that going beyond that just
devolves down to a he-said/she-said discussion from now,
forward, and it’s not necessary in this context of this
particular trust agreement. We think that the court can

20
 construe it and find it’s clear and unambiguous and it means
what it says.

THE COURT: Thank you.

The court finds that there’s not a suggestion that this
testimony will conflict with the terms of the trust so that
doesn’t constitute parol evidence. The court also finds that
there are issues in this case relating to whether or not there
was an agreement underlying the formation of the trust and
whether the way this trust was formed constitutes a
fulfillment of that agreement and so it is acceptable for this
witness to testify as to his understanding of the agreement, so
I will overrule the objection.

[¶32] The question we must answer then is whether the district court erred in implicitly
concluding the Trust Agreement did not represent the parties’ entire agreement and the
extrinsic evidence showed separate enforceable oral agreements. Summarizing the
authorities cited above, our determination requires consideration of the following factors:

a. Whether it was natural and normal for the parties to leave the subject matter
of their oral agreements out of the written agreement (the “natural and
normal test);
b. Whether the oral agreements conflict with the written agreement; and
c. Whether the oral agreements are supported by their own mutual
consideration.

[¶33] In addressing each of these factors, we note again that while Robert Redland
challenges the district court’s reliance on extrinsic evidence and its conclusion that
enforceable agreements existed outside the Trust Agreement, he has not disputed the
court’s basic findings of fact or the evidentiary support for those findings.

a. Natural and Normal Test

[¶34] There are a number of circumstances in this case that explain why the Trust
Agreement did not identify all of the properties the Redland Children claim the parties
agreed would eventually be placed in the Redland Family Trust. First, as the district
court expressed in paragraph 29 of its findings, one of the reasons for creating the
property-holding Trust was to avoid adverse tax consequences: “The Family Trust was
created to preserve Redland Family Real Estate as an estate planning tool which would
not create estate taxation issues, but would preserve the operation.” Rolly Redland
testified to his understanding of this issue based on conversations with Robert Redland:

21
 Q. Okay. Did anyone tell you that this gifting
needed to be divided between years or do you know why it
was set up that way?
A. Well, his explanation was, is everything has to
go in in layers. It can’t all go at one time. It’s got to go in
layers. And part of it is how it came about to begin with, but
it had to be layered up to go in.

[¶35] An additional reason not all of the disputed property was identified in the Trust
Agreement and immediately placed in the Trust is that at least some of the property was
not owned by Robert Redland or the Redland Children or even subject to specific
identification when the Trust Agreement was executed in 1989. In particular, the lands
eventually purchased from Eric Redland’s estate were not available in 1989 and it was
not known in 1989 which of his properties, if any, would eventually be available for
purchase. The court’s order captures this circumstance in the following findings:

11(b). [Prior to the signing of the Trust Agreement], Robert
stated to his children that he was aware that Uncle Eric
Redland’s property would eventually become available to
purchase, and that the Family needed to be ready to purchase
that property. The Redland family members were aware that
Eric Redland was in financial straits, as they were leasing the
State Farm from him during and prior to August, 1989.
***
15. Uncle Eric (Pooch) Redland died unexpectedly in
October, 1991, so Robert again approached his children about
additional property for the Family Trust consistent with the
plan he expressed to his children in August, 1989. * * *
***
21. Robert then met with Rolly after he met with Eric’s
children about settling Uncle Eric’s Estate. As it pertains to
Eric’s children, Robert explained to Rolly that Mark Redland
takes Eric’s home place, Matt Redland takes the School
Section and cousin Kari is going to take money. Robert then
stated that when it is all said and done, the Family Trust will
have the Mountain property and the State Farm (State Lease
#3-8179).

[¶36] The final circumstance that explains why not all of the trust property was
identified in the Trust Agreement relates to the Manderson Place. The district court
found: “Robert did state that he wanted a place for ‘Mother’ to live on, so that the last

22
piece of property to go into the Family Trust would be the Manderson Farm.” Kendrick
Redland explained the agreement regarding the Manderson Place in his testimony:

Q. Okay. So what other discussions were had
during this meeting, that you can recall?
A. That was basically it. I mean, we just kept
going over that to make sure that we knew what we were
investing in over time. The other part, Mom and Dad, they
were putting a lot on the line, too. So the discussion was the
last thing to go in would be the Home Farm, that Manderson
Farm. That would be the very last thing to go in.
***
Q. [Counsel for Robert Redland] suggested that
there was something in there about the arrangement that
you’re now seeking as not being fair to your parents. My
question for you is whether there was consideration of taking
care of your parents when you formed that trust?
A. That was a large part of our discussion. Mom
and Dad, they’re putting a lot into this deal, too. They really
were. And that was one of Dad’s concerns is that they’d be
taken care of. We, wholeheartedly, agreed that they needed
to be taken care of. Part of that agreement was that they had
use of their Home Farm until as long as they lived. That was
theirs, on that, to maintain them. We have never made any
sort of accusations any other way on that.
Q. So the understanding was that regardless of
whether it’s in the trust or not in the trust, they were still to
stay on that property?
A. Absolutely.

[¶37] Given these circumstances, we find that it was neither unnatural nor abnormal that
the parties omitted their separate oral property agreements from the written Trust
Agreement.

b. Conflicts with Trust Agreement

[¶38] Our next consideration is whether the separate oral agreements conflict with the
Trust Agreement.

[¶39] The Trust Agreement identifies the initial property to be placed in the trust, but it
does not limit the property the Trust may hold to that initially identified. The Trust

23
Agreement in fact specifically provides, in Section Ten, for the addition of property to the
Trust:

The Parties hereto and any other beneficial owner of
the trust estate may at anytime add other property acceptable
to the trustee to the trust estate by conveyance, assignment,
will or any other mode of transfer. Such property when
received and accepted by the trustee shall become part of the
trust estate and shall be subject to all the terms and conditions
of this trust instrument.

[¶40] Given that the separate oral agreements were for property to be placed in the Trust
and the Trust Agreement allows for the addition of property, we find no conflict between
the agreements.

c. Mutual Consideration for Separate Oral Agreements

[¶41] The final question is whether the separate oral agreements were supported by
consideration. We conclude that they were.

[¶42] Richard Redland, Sr.’s widow, Nellie Redland, passed away in 1989, which
allowed for the exercise of the purchase option bequeathed by Richard Redland, Sr.’s
will. The Trust Agreement was executed shortly thereafter, and the initial consideration
the parties contributed was $27,500 each, which, as the court found, was the amount
required to exercise the purchase option.

Robert Redland made it very clear that he needed money
from each of the Redland children to be able to purchase the
Mountain and Slope Property and repeated that all of the
Mountain property and other property from [the] Richard
Redland Estate was going to go into trust if they invested the
$27,500.00.

[¶43] Our inquiry then is whether there was separate consideration for the disputed
property that is the subject of the oral agreements. We find that there was consideration
for the disputed property, separate from the $27,500 contributed for the exercise of the
Richard Redland, Sr. purchase option. In this regard, there is some consideration that
relates to all of the disputed property and other consideration that is specific to individual
properties.

[¶44] Beginning with the more generalized consideration that relates to all of the
property to be placed in the Trust, the district court made findings that the Redland

24
Children, and in particular Rolly and Kendrick Redland and their families, devoted their
lives to the Redland family operations based on their belief that they were operating on
and contributing to lands that were or would be Trust lands. On a similar note, Rolly
Redland annually negotiated a private grazing lease, known as the Lungren lease, which
was an important contribution to the family operations on the Woody Place because “it
was adjacent to and intervened between the West Allotment, Redland deeded ground and
State Lease No. 3-8248.” The court further found that Rolly Redland contributed to the
operations by managing Woody Place and any of Robert’s and Kendrick’s cattle that ran
there each year. Finally, the court found that “Rolly and Kendrick either turned any
dividends back which were paid out of the Family Trust, or never cashed the dividend
checks,” believing they were operating on and contributing to Redland Family Trust
lands.

[¶45] As to the consideration more specific to individual properties, the district court
found:

State Lease No. 3-8179 (State Farm):

[¶46] The State Farm was one of the two properties purchased from Eric Redland’s
estate. The other property was the deeded property known as the Additional Mountain
Property, and it is already in the Trust. The district court found that in 1991-1992 Robert
Redland received $13,000 from each of his three daughters, $40,000 from Kendrick
Redland, and $60,000 from Rolly Redland to purchase both properties from Eric
Redland’s estate to be placed in the Trust. The order authorizing the sale of these
properties shows that Robert Redland paid $88,370 for the deeded property and $37,200
for the State Farm. The record is thus clear that there was separate monetary
consideration paid by the Redland Children for placement of the State Farm in the Trust.

[¶47] In addition to the separate monetary consideration specific to the State Farm, the
Redland Children also made improvements to and contributed to operations on the State
Farm. The court found in Paragraph 39 of its findings, with transcript citations omitted:

a. * * * Kendrick had spent considerable time and
expense on the State Farm buying and planting seed, haying,
developing irrigation structures, and building fence to name a
few. Sharon herself would often time provide labor for the
haying. When Sharon had to go away for cancer treatment
for an extended period of time, Kendrick hired Sharon’s
father to perform the irrigating on the State Farm.
***
j. * * * Rolly paid $4,000.00 dollars to improve the road
on the State place so that water would drain out.

25
 k. Rolly also constructed a calving shed on the State
place in 2005 or 2006. Both Rolly and Robert had been
calving on the State place, so the calving shed was to benefit
both of them. * * * Rolly paid for everything but a few posts.
Rolly also hooked up water to the building and wired the
building. * * *

Manderson Place:

[¶48] Kendrick and Sharon Redland made improvements to the Manderson Place
believing it to be Trust property. Those improvements were discussed in Redland I, and
we will not repeat the details of those improvements here. See Redland I, ¶¶ 139-141,
288 P.3d at 1204. In the district court’s order following the first trial, the court valued the
improvements at $28,737, and we affirmed that valuation. Redland I, ¶ 159, 288 P.3d at
1209.

[¶49] Based on the Redland Children’s contributions of capital, labor, and improvements
to acquire, maintain, and operate the disputed properties, we have no difficulty finding
that separate consideration was provided for the oral agreements to place those properties
in the Redland Family Trust. Having found that the separate oral agreements were
naturally and normally omitted from the written Trust Agreement, the agreements do not
conflict with the Trust Agreement, and the agreements were supported by separate
consideration, we conclude the district court did not err in finding and relying on oral
agreements outside the written Trust Agreement to reach its promissory estoppel ruling.
See Verschoor v. Mountain West Farm Bureau Mut. Ins. Co., 907 P.2d 1293, 1298 (Wyo.
1995) (holding that insurer’s oral promise to cover cost of surgery could not be used to
alter terms of written insurance policy but may be basis to find separate enforceable
promise under doctrine of promissory estoppel).

[¶50] As we noted earlier in this opinion, Robert Redland has not challenged the
findings underlying the district court’s application of the doctrine of promissory estoppel,
but has instead confined his argument to that which we just discussed—that promissory
estoppel should not be invoked because there was no basis for the court to look outside
the four corners of the written Trust Agreement. Having addressed Robert’s argument
above, this Court need not and will not further examine the district court’s promissory
estoppel findings and the evidentiary support for those findings.

B. Statute of Limitations

[¶51] We address next Robert Redland’s contention that the district court erred in not
finding the Redland Children’s claims barred by the statute of limitations. Robert argues

26
the court erred both in determining when the Redland Children’s claims accrued and in
applying the discovery rule to determine when the statute of limitations was triggered.
Because we find that this issue is resolved by consideration of the court’s application of
the discovery rule, we begin our analysis there.

[¶52] “Wyoming is a discovery jurisdiction, which means that a statute of limitation is
triggered when a plaintiff knows or has reason to know of the existence of a cause of
action.” Redland I, ¶ 54, 288 P.3d at 1186 (citing Carnahan v. Lewis, 2012 WY 45, ¶ 27,
273 P.3d 1065, 1073 (Wyo. 2012)). As we explained in Redland I:

That is, the statute begins to run when the claimant is
chargeable with information which should lead him to believe
he has a claim. If the material facts are in dispute, the
application of a statute of limitations is a mixed question of
law and fact; otherwise, it is a question of law.

Redland I, ¶ 54, 288 P.3d at 1187 (quoting Carnahan, ¶ 27, 273 P.3d at 1073).

[¶53] Applying the discovery rule, the district court ruled that the Redland Children’s
2008 complaint was not barred by the statute of limitations. The court based its ruling on
the following findings and conclusions, citations to the record omitted:

40. There is no indication that [the Redland Children]
were aware that Robert had failed to live up to his promises
until Sharon Redland saw a land transfer to Lisa and Mike
Kimsey in the February 22, 2007 Basin Republican Rustler.
This caused Rolly Redland to wonder why land that was
supposed to go into the Family Trust was being transferred to
his sister Lisa when Kendrick and Rolly’s homes were not
owned by them.

41. Rolly called Lisa about this. Rolly then became very
suspicious and requested that Ken Baumeister perform an
Ownership and Encumbrance Report on all property thought
to be held in the Family Trust. Baumeister did perform the
title search which revealed that the State Leases had not been
placed in Trust like Rolly thought they had. Rolly went to see
Robert less than 48 hours after receiving the title information
from Baumeister in order to confront him and requested that
Robert put all of that land into the Trust. Robert indicated he
would never do so.
***

27
 22. [The Redland Children’s] first knowledge of Robert’s
failure to convey property into the Family Trust occurred in
2007 when Rolly Redland learned that ranch property he
thought was supposed to be transferred later into the Family
Trust had been given or sold to his sister, Defendant Lisa
Redland Kimsey.

23. Upon discovery that property he thought was in the
trust had been sold, Rolly ordered a title search to confirm
what property was in the Trust.

24. [Robert Redland] offered no evidence of any date
before 2007 when [the Redland Children] were chargeable
with information which should have led them to believe they
had a claim, or when a demand had been made by Roalene,
Rolly, Kendrick or Teresa for Robert to convey the omitted
ranch property, and that Robert had refused to do so.

[¶54] Robert Redland argues the district court erred in its application of the discovery
rule by ignoring evidence that showed the Redland Children knew or should have known
much earlier that the disputed property was not in the Trust. He further argues the court
should not have applied the discovery rule at all because it is inapplicable to the
triggering of the statute of limitations in a contract action.

[¶55] If we were to accept Robert Redland’s latter argument, that the discovery rule is
inapplicable to the statute of limitations analysis in this case, then no further analysis of
the discovery findings would be necessary. We therefore start with the argument that the
discovery rule does not apply at all in breach of contract actions. For this proposition,
Robert cites to this Court’s decision in Richardson Assoc. v. Lincoln-Devore, Inc., 806
P.2d 790 (Wyo. 1991), wherein the Court stated:

This court is faced with the further contention that a
discovery factor should be applied to the contractual
limitation statute, W.S. 1–3–105(a), to provide tolling of the
statute until discovery which would provide a defense to the
contractual statute of limitations. As a constituent of a statute
of limitations application, discovery is generally a tort
concept. Mills v. Garlow, 768 P.2d 554 (Wyo.1989);
Anderson v. Bauer, 681 P.2d 1316 (Wyo.1984); ABC
Builders, Inc. v. Phillips, 632 P.2d 925 (Wyo.1981). See, for
example, Young v. Young, 709 P.2d 1254 (Wyo.1985); W.S.
1–3–106, conversion and fraud premised on discovery; and

28
 W.S. 1–3–107, professional care two-year statute of
limitations. Metzger v. Kalke, 709 P.2d 414 (Wyo.1985).
Conversely, it is clear that the improvement to real property
statute, W.S. 1–3–111, was intended to apply without regard
for discovery in application of its ten year period. The
principle applied to contractual actions is that the statute of
limitations commences to run when the right or cause of
action accrues, Bliler v. Boswell, Administration, 9 Wyo. 57,
59 P. 798 (1899); Roberts, 304 A.2d 364, which in this case is
when the work was done and the report filed. Sears, Roebuck
& Co. v. Enco Associates, Inc., 43 N.Y.2d 389, 401 N.Y.S.2d
767, 372 N.E.2d 555 (1977); North Carolina States Ports
Authority v. Lloyd A. Fry Roofing Co., 294 N.C. 73, 240
S.E.2d 345 (1978). This is usually the time of a breach of a
contractual agreement rather than the time that actual
damages are sustained as a consequence of the breach. John
J. Kassner & Co., Inc. v. City of New York, 46 N.Y.2d 544,
415 N.Y.S.2d 785, 389 N.E.2d 99 (1979); 51 Am.Jur.2d,
supra, § 126.

Id. at 801-02.

[¶56] We reject Robert Redland’s argument for a couple of reasons. First, this is the
second time this matter has been before this Court, following two bench trials, and we are
unable to find in the record that this argument was at any time made to the district court,
or to this Court in the prior appeal where we first addressed the statute of limitations
question. We have repeatedly held that we will not consider issues raised for the first
time on appeal, Miller v. Beyer, 2014 WY 84, ¶ 34, 329 P.3d 956, 967 (Wyo. 2014), and
this argument highlights one of the reasons for our reluctance. Omitted from the
Richardson quote above was the Court’s statement immediately following the quoted
paragraph wherein the Court cautioned:

We do not now determine that discovery can never
become a requirement for commencement of statute of
limitations in contractual actions; for example, when fraud or
intentional concealment is alleged. Olson v. A.H. Robins Co.,
Inc., 696 P.2d 1294, 1299 (Wyo.1985). However, this case
provides no allegation or evidence by Architect and
Mechanical Engineer upon which the district court was faced
with factual review of an explanation which would foreclose
contract work completion to trigger the statute of limitations
commencement. Within this record, neither the district court

29
 nor this tribunal are favored with the soil test report, any
evidence of the oral contract upon which it was prepared, a
copy of the construction contract, a copy of Architect’s
contract, or Mechanical Engineer’s contract with Architect.
We are provided no specific details whether either Architect
or Mechanical Engineer ever had contact with Soil Lab,
except whatever non-defined use of the June 9, 1977 report
they made.

Richardson, 806 P.2d at 802 (footnote omitted).

[¶57] This Court did not in Richardson announce a blanket rule that the discovery rule
never applies to contract actions, and the context provided above makes it clear that it
depends on the facts and circumstances of any particular case. In this case, because the
district court was not given an opportunity to consider the argument there are no findings
on the question, and we do not have a proper record on which to explore the
considerations that may or may not warrant application of the discovery rule to a contract
action.

[¶58] The second and perhaps more fundamental reason that we reject this argument is
that the Redland Children’s claim on which the court granted relief was a promissory
estoppel claim, not a breach of contract claim. See Frost Constr. Co. v. Lobo, Inc., 951
P.2d 390, 397 (Wyo. 1998) (“Recovery under the promissory estoppel theory is not a
matter of contract but, instead, is predicated on the promisee’s change in position, to his
detriment, as a consequence of the promise made.”) In his argument, Robert Redland did
not show how the comments in Richardson extend to a claim based on promissory
estoppel, and such an extension would be contrary to this Court’s past application of the
discovery rule. In Davis v. Davis, 855 P.2d 342, 350 (Wyo. 1993), this Court reviewed a
statute of limitations finding on a claim for recovery of property premised on theories of
promissory estoppel and partial performance. We stated:

KWD contends that the statute of limitations did not begin to
run until he knew of or had reason to know of the existence of
a cause of action, relying upon Mills v. Garlow, 768 P.2d 554
(Wyo.1989), for this position. We recognize this rule of law,
but KWD’s argument that he had no cause of action until
1991 is not supported by the record.

Davis, 855 P.2d at 350.

[¶59] We turn then to Robert Redland’s contention that the district court erred in its
application of the discovery rule because it did not give proper weight to evidence that

30
Robert contends should have caused the Redland Children to question the property
holdings at a much earlier date. In making this argument, Robert again does not
challenge the district court’s findings of facts or the evidentiary support for those
findings. 3

[¶60] Without disputing the district court’s findings, Robert argues that the following
facts show that the Redland Children knew or should have known the disputed properties
were not in the Trust and were not going to be placed in the Trust much earlier than 2007:

1) The disputed properties were not identified on Exhibit A to the Trust
Agreement;

2) When the properties that are in the Trust were transferred to the Trust,
the Redland Children executed documents related to those transfers.
That no documents were executed related to the disputed properties
should have alerted the Redland Children that the properties were not
considered Trust properties;

3) Woody Place and its related state and federal leases were owned by
Robert Redland when the Trust was formed and Robert did not begin
the steps to transfer the Woody Place properties to the Trust until 1992,
well after the Trust’s formation; and

4) Given that the Redland Children, and in particular Rolly Redland and
Kendrick Redland, placed so much stock in the Trust and so much
reliance on the Trust, they should have a corollary obligation to exercise
diligence in protecting their interests.

[¶61] We find no clear error in the district court not citing these facts as information that
should have placed the Redland Children on notice of Robert Redland’s breach. First, as
discussed earlier, the court found that one of the reasons the Trust was created was for
estate planning purposes and to avoid adverse tax consequences related to transfers of the
family property, and based on those considerations, the Redland Children understood that
all of the Trust property may not be placed in the Trust at one time. As Rolly Redland
3
While Robert does not challenge the district court’s findings of fact or the evidentiary support for those
findings, he does suggest that there was an unfairness in what he terms the court’s “unscrutinized
adoption” of the Redland Children’s proposed findings and conclusions. While the record does reflect
that the court largely accepted the Redland Children’s proposed findings and conclusions, the record also
reflects that the court independently reviewed the findings and conclusions before issuing its own ruling.
For example, Paragraph 31 of the Redland Children's proposed findings adopts the conclusions of the
Redland Children’s expert economist, whereas Paragraph 31 of the court’s findings rejects that
economist’s conclusions.
31
testified, he was told the property needed to be placed in the Trust “in layers.” Given this
circumstance, the fact that all of the property was not placed in the Trust in a single
transaction would not necessarily raise red flags.

[¶62] As to the lack of documents executed for the disputed properties, Robert Redland
cites to no testimony or other evidence suggesting that the parties had agreed this is the
way each property transfer would be treated. Moreover, the district court’s findings
reflect that Robert Redland led the discussions concerning the Redland Family Trust and
steered the transactions:

4. Prior to the Family Trust being signed by the members
of the family in 1989, Robert repeatedly told Rolly and
Kendrick that he intended to transfer all State Leases and
BLM Permits and deeded lands held in his own name to the
Family Trust; and that he intended all parties and the Trust to
keep the operation in the family;
***
11(e). At the meeting, Robert indicated that he wanted to to
(sic) secure and purchase for the family all of the land that
Kendrick, Bob and Rolly were running their livestock on
including the Farm at Manderson, the Woody Place at Ten
Sleep, the Mountain Ground and the BLM & State grazing
leases attached to those grounds. Bob made it very clear that
all the ground Kendrick, Bob and Rolly were running on
would eventually go into the trust over time and if Uncle Eric
(Pooch) Redland’s ground became available, his part of the
Mountain & Slope, the State Farm, or his ranch at Ten Sleep
became available in the future, the Redland Family needed to
be in a position to acquire those parcels also, so they could be
put in the Family Trust.
***
19. Prior to any funds being taken by Robert to purchase
property, Rolly communicated to Robert that he was aware
they were settling Uncle Eric Redland’s estate, and asked if
Robert would allow Rolly to purchase the State Farm [being
State Lease #3-8179] from Eric’s estate so [he] could have a
home there. Robert replied that he could not do that, as it had
to go through him and then into the Redland Family Trust by
and through Robert as Trustee. * * *
***
26. [After the $40,000 check Kendrick Redland wrote to
Robert Redland for the purchase of the State Farm] cleared

32
and had come with the bank statement, Sharon [Redland]
asked Kendrick why he didn’t just write the check directly to
Eric Redland’s Estate. Kendrick explained to Sharon that
Robert told him that everything going into the Trust had to go
through Robert and Irene to keep the trust legal. As a
consequence, on March 9, 1992, Kendrick wrote check #302
to Bob Redland for $40,000. * * *
***
42. From August, 1989, Rolly and Kendrick made
considerable improvements to property that they thought was
Trust property, without Robert saying a word.

43. In about 2003, Irene requested that Deb Redland and
her boys move to the State Farm, so that the boys could go to
school there. Debbie contacted all of the Redland children to
see if they approved of her moving to the State Farm. She did
so because she thought the State Farm had been placed in
Trust. After Debbie moved to the State Farm, Rolly and Bob
ran cows there until Robert evicted them after this lawsuit
was filed.

44. At some point after December, 1991, Rolly was
looking at his CD and determined that about $60,000.00 had
been withdrawn by Robert to purchase the property from
Eric’s Estate. During the mid-1990’s Rolly and Robert were
traveling through South Dakota by car. At that time, Rolly
asked Robert why so much money was taken out his CD by
Robert in 1991. Robert said he needed to finish the deal with
Eric’s Estate and everything out of Eric’s Estate was
purchased and placed in the Family Trust with the money.
Rolly believed his father at that time, and had no reason to
believe Robert had not put the State Farm in the Family Trust.

45. In the fall of 2007 when Irene Redland was in the
hospital in Omaha, Nebraska, Teresa, Lisa and Robert were in
the hospital lobby. Teresa had been made aware that Robert
may not have put all of the land into the Family Trust and she
stated to Bob, that he had promised to put all of the land into
the Family Trust, and asked if he promised at that time that it
had all been placed in the Family Trust. Bob said he
promised that all the property had been placed in the Family

33
 Trust. This testimony went unchallenged by Lisa Kimsey or
Robert Redland at the second trial.

46. A meeting occurred in November, 2007 at the offices
of Worrall and Greear in Worland. Robert, Lisa, Rolly,
Kendrick, Teresa and Sharon were in attendance at the
meeting. The meeting was contentious with everyone
knowing that Robert had not in fact placed all of the property
in the Family Trust. At some point during the meeting,
Teresa confronted Bob and said: “You remember when we
were in Omaha, and I asked you if you promised that all of
the land was placed in the Trust, and you told me that you
promised it had.” Robert then replied in front of everyone—
“I was going to put the land into the Trust, but things
changed.” This evidence went uncontested by Lisa or Robert
at the second trial.

[¶63] The court’s findings show that Robert Redland was assuring his sons the
transactions were being conducted as required for the Trust, there were no disruptions in
the operations and no objections to the improvements his sons were making to the
disputed properties, and as late as 2007, Robert was making assurances that all was going
as planned and the properties agreed upon were being placed in the Trust. Under these
circumstances, we again can find no clear error in the district court’s finding no red flags
related to the manner in which the transactions were completed.

[¶64] Finally, we reject Robert Redland’s argument that given how much the Redland
Children, and in particular Rolly and Kendrick, had invested in the operation, they should
have been more diligent in verifying what he was telling them. Nothing in the district
court’s findings or in the evidence cited by Robert suggests that the circumstances and
relationships among the parties warranted that level of suspicion. Additionally, this
argument that even in the absence of some triggering alert, a party has a duty to verify
transactions through property records is contrary to our holding in Redland I. In Redland
I, we rejected this type of imputed notice argument, and held that the discovery rule
instead requires an examination of the surrounding circumstances. Redland I, ¶ 63, 288
P.3d at 1188. We explained:

Our decision in a recent easement dispute illustrates
this inquiry. In Carnahan, Lewis, a property owner asserting
access rights based on a public access easement, brought an
action against Carnahan, the burdened property owner.
Carnahan, ¶ 1, 273 P.3d at 1067. Lewis did not file the action
until 2007 when Carnahan installed a locked gate across the

34
access road. Id. Carnahan moved for summary judgment,
asserting that the statute of limitations began to run in 1994
when the prior owners of the Carnahan property recorded a
vacated plat attempting to eliminate the easement. Id., ¶ 2,
273 P.3d at 1067. The district court denied summary
judgment, finding that questions of fact existed as to when
Lewis knew or had reason to know of the cause of action. Id.

After a bench trial, the district court held that the
limitations period did not begin to run until 2007. The court
reasoned that the Lewises did not have notice of the need to
bring suit to enjoy use of the easement until 2007 when the
Carnahans erected the locked gate across the easement.
Carnahan, ¶ 30, 273 P.3d at 1075. Our Court affirmed,
concluding:

The district court’s findings are supported by the
record. Mr. and Mrs. Lewis testified that they used
Mountain View Loop on a regular basis from the time
they purchased the unplatted property in 1994 until the
Carnahans blocked access by installing a fence and a
gate in 2007. Mr. Lewis testified that from 2003 when
the Carnahans bought the property until they installed
the fence and gate in 2007, he and his wife continued
to use Mountain View Loop without objection from
the Carnahans. Although Troy Griffith put up a gate
and a no trespassing sign in 1995 or 1996, the Lewises
testified they continued to use Mountain View Loop
without objection by driving through the gate when it
was open or opening the unlocked gate when it was
closed. Troy Griffith testified that he saw the Lewises
using Mountain View Loop, they were welcome on his
property and he never denied them access to his
property. Noel Griffith testified that he never
instructed the Lewises not to drive on Mountain View
Loop. Mr. Carnahan also testified that he did not
object to Mr. Lewis driving on the portion of Mountain
View Loop on the Carnahans’ property because he was
trying to be neighborly.
In addition to this evidence, Mr. Lewis testified that he
was not told prior to purchasing the unplatted portion
35
 of his property in 1994 that Mountain View Loop had
been vacated. Mr. Lewis testified that he did not look
at the official plat recorded with the county when he
purchased the property and was not aware of the
attempt to vacate Mountain View Loop; he relied on
the plat provided to him by the seller. He testified that
when he purchased additional tracts in 1999, the
developer assured him Mountain View Loop was
intact. Mr. Lewis testified that he became aware in
2003 that the Griffiths were trying to re-plat their
property to remove tract lines and Mountain View
Loop. He attended county meetings concerning the re-
plat and was present when the Board of County
Commissioners denied the re-plat. Based on the denial,
Mr. Lewis believed the matter was settled. He testified
that it was not until after the Carnahans installed the
fence and locked gate in 2007 that his family was
denied use of Mountain View Loop.
Carnahan, ¶¶ 30–31, 273 P.3d at 1075.

We went on to explain that “the Lewises were not
chargeable with information which should have lead them to
believe they had a claim until 2007 when their access to and
use of Mountain View Loop was obstructed by the
Carnahans’ erection of a fence with a locked gate.”
Carnahan, ¶ 32, 273 P.3d at 1075. That is, we looked beyond
what was recorded in the property records and did not charge
the plaintiff with that knowledge. Our approach is instead to
consider all of the surrounding circumstances to determine
when a plaintiff had reason to know of a property dispute.

Redland I, ¶¶ 64-66, 288 P.3d at 1188-89 (footnote omitted).

[¶65] Based on the foregoing, we find no clear error in the district court’s conclusions
that the Redland Children did not have notice of their cause of action until 2007and their
2008 complaint was not barred by the statute of limitations. Having found no clear error
in the court’s application of the discovery rule, we need not address the court’s findings
and conclusions concerning when the Redland Children’s cause of action accrued.

C. District Court's Disposition of Manderson Property

36
[¶66] As a final matter, we address Robert Redland’s argument that the district court
erred because it “judicially created for Robert Redland a Last Will and Testament that
directs the distribution of his property upon his death.” This relates to the court’s order
that the Manderson Place be placed in the Redland Family Trust upon Robert’s death.
While we do not see the court’s order as a judicially created will, we do agree that the
court’s order in this regard creates logistical difficulties. We therefore modify this
portion of the court’s order.

[¶67] It is undisputed, based on the court’s findings and the testimony, that the parties
agreed that the Manderson Place would be the last property placed in the Redland Family
Trust, it would not be placed in the Trust until after the deaths of both Irene and Robert
Redland, and Irene and Robert Redland would have the use of the Manderson Place
during their lifetimes. The parties’ agreement appears in all respects to be an agreement
that Robert and Irene would have a life estate in the Manderson Place, which estate is
described as follows:

A “life estate” is an estate whose duration is limited to the life
of the party holding it, or some other person. It is an estate in
realty in which a vested remainder or a present reversionary
interest exists, and presupposes a fee existing elsewhere than
in the life tenant. There can be no life estate in property
without a remainder.

A life estate is not an estate of inheritance, but is a freehold
estate. A life estate is not merely a right to occupy the
property. During the life of the life tenant he or she is, as a
general rule, an owner of the property.

A life estate may be made to depend on a contingency, on the
happening of which the estate may be entirely defeated before
the death of the grantee, as for example, where an estate is
given to a woman during widowhood or while single. The
indefinite duration of the estate and the fact that it may
continue for life places it within the category of estates for
life; it matters not how contingent or uncertain the duration of
the estate may be, or how probable is its termination in a
limited number of years, if it is capable of enduring for the
term of a life.

The life tenant possesses a legal and beneficial interest or title
during his or her life. More specifically, a “life estate” is one
in which the donee has certain powers over the property

37
 during his or her lifetime, subject to the rights of
remaindermen who have an interest in the property upon the
death of the donee. Under the common law, the interests of
the owner of a life estate and that of the remainderman are not
inconsistent with each other because possession of the
remainder is postponed.

31 C.J.S. Estates § 35 (Updated December 2014) (footnotes omitted).

[¶68] To limit confusion and the potential for future disputes, we remand to the district
court to modify its order concerning the disposition of the Manderson Place. The
modified order shall direct Robert Redland to immediately and forthwith execute any
documents necessary to transfer the Manderson Place to the Redland Family Trust,
subject to a life estate in Robert Redland that shall terminate on his death.

[¶69] We affirm the district court’s order, and we order a limited remand for the purpose
described above.

38