Sweetwater Station, LLC v. Daniel L. and Linda J. Pedri Daniel J. and Rori S. Pedri Chelsea Egbert Randy Fuja Gabe E. Bustos Cesar F. Diaz-Vazquez Aaron Wilcox Jannel Fossen Brent and Kayla Lloyd Jose A. Gonzalez Allyson Cross Kerry E. Osborne and Judith A. Osborne, as Trustees of the Kerry E. Osborn and Judith A. Osborne Trust Dated December 11, 2007 Rory M. and Brianne M. Crofts Fred and Susan Von Ahrens Rick A. and Rhonda F. Greene Daniel Madsen James J. and Dorothy S. Schneiders John E. Hay Gary W. Elmore Jr., Trustee of the Gary W. Elmore Jr., Living Trust Dirk L. and Melissa Anderson Jason and Kara Grenier Ryan B. Greene and Sweetwater Station Homeowners Association

IN THE SUPREME COURT, STATE OF WYOMING

2022 WY 163

OCTOBER TERM, A.D. 2022
December 29, 2022

SWEETWATER STATION, LLC,

Appellant
(Plaintiff),

v.

DANIEL L. and LINDA J. PEDRI;
DANIEL J. and RORI S. PEDRI;
CHELSEA EGBERT; RANDY FUJA;
GABE E. BUSTOS; CESAR F. DIAZ-
VAZQUEZ; AARON WILCOX; JANNEL
FOSSEN; BRENT and KAYLA LLOYD;
JOSE A. GONZALEZ; ALLYSON
CROSS; KERRY E. OSBORNE and
JUDITH A. OSBORNE, as Trustees of the
S-22-0113
Kerry E. Osborn and Judith A. Osborne
Trust dated December 11, 2007; RORY M.
and BRIANNE M. CROFTS; FRED and
SUSAN VON AHRENS; RICK A. and
RHONDA F. GREENE; DANIEL
MADSEN; JAMES J. and DOROTHY S.
SCHNEIDERS; JOHN E. HAY; GARY
W. ELMORE JR., Trustee of the Gary W.
Elmore Jr., Living Trust; DIRK L. and
MELISSA ANDERSON; JASON and
KARA GRENIER; RYAN B. GREENE;
and SWEETWATER STATION
HOMEOWNERS ASSOCIATION,

Appellees
(Defendants).

Appeal from the District Court of Sweetwater County
The Honorable Steven K. Sharpe, Judge
Representing Appellant:
Judith A. W. Studer, Schwartz, Bon, Walker & Studer, LLC, Casper, Wyoming.

Representing Appellees:
Aaron John Lyttle, Long Reimer Winegar LLP, Cheyenne, Wyoming; Erika Marie
Nash, Long Reimer Winegar LLP, Jackson, Wyoming. Argument by Mr. Lyttle.

Before FOX, C.J., and KAUTZ, BOOMGAARDEN, GRAY, and FENN, 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
any typographical or other formal errors so that correction may be made before final publication in the
permanent volume.
FOX, Chief Justice.

[¶1] This is a dispute over the covenants, conditions, and restrictions (CCRs) applicable
to the Sweetwater Station Addition, a subdivision in Rock Springs, Wyoming. In 2020, the
Sweetwater Station Homeowners Association (HOA) unilaterally recorded an amendment
to the CCRs that affected the declarant’s rights under them. The declarant, Sweetwater
Station, LLC (Sweetwater), sued the HOA and its members. It sought a declaration that the
amendment was invalid and also asserted claims for quiet title, slander of title, and
interference with a prospective contract.

[¶2] The HOA and its members moved to dismiss the complaint for failure to state a
claim. The district court found the amendment to the CCRs was valid and granted the
motion to dismiss all claims. We reverse.

ISSUES

[¶3] 1. Did the district court err in dismissing Sweetwater’s request
for declaratory relief and its related quiet title claim?

2. Did the district court err in dismissing Sweetwater’s slander
of title claim?

3. Did the district court err in dismissing Sweetwater’s
contract interference claim?

FACTS

[¶4] In 2005, Sweetwater recorded the Amended and Restated Declaration of Covenants,
Conditions and Restrictions for the Sweetwater Station Addition (CCRs). Sweetwater
intended to develop the subdivision in two phases, Phase I and Phase II. When the CCRs
were recorded, Phase I had been platted. Phase II was planned, but its preliminary plat was
not filed, and Phase II was not developed. The CCRs called for the organization of a
homeowners’ association, with its membership consisting of every owner of a lot in Phase
I. Pursuant to that requirement, Sweetwater organized the Sweetwater Station Homeowners
Association (HOA), and its members are the individually named defendants.

[¶5] In 2019, Sweetwater entered into a contract for the sale of the lands encompassed
by Phase II of the subdivision. It also sought the Rock Springs City Council’s approval of
an “application for major changes to the final development plan for the Sweetwater Station
Phase II Planned Unit Development.” Members of the HOA spoke in opposition to the
development plan, objecting to the proposed increase in the density of lots for Phase II. In
December 2019, the Rock Springs City Council approved the development plan for Phase
II.

1
[¶6] In 2020, the HOA, by a vote of 81% of its members, adopted the first amendment
to the CCRs and recorded it. Sweetwater was not notified of the vote and did not participate.
The recorded amendment revised the definition of the term “Lot” to mean the platted lots
shown on the plat for Phase I “as well as the final plat for one or more subsequent Phases
of the Sweetwater Station Addition.” The amendment also revised voting eligibility under
the CCRs by limiting the votes of any given lot owner to three votes, regardless of the
number of lots owned. 1 Finally, the amendment restricted the declarant’s right to vote by
adding the following language to each of the voting provisions:

[A]fter the filing of a final plat for a subsequent Phase of the
Sweetwater Station Addition lying within the boundaries of the
Property, including Sweetwater Station Addition Phase II and
any other Phases, no votes shall be attributed to a Lot within
such subsequent Phase prior to the conveyance or assignment
of the Lot to an Owner who is not the Declarant.

[¶7] When the HOA refused to withdraw the recorded amendment or limit its application
to Phase I properties, Sweetwater sued the HOA and its individual members. It alleged that
it had been unable to close on its contract to sell the Phase II property because the
amendment to the CCRs clouded its title, and it requested the amendment be declared
invalid and its recording void. It also sought to quiet title to the lands encompassed in Phase
II with a recorded order declaring the amendment to the CCRs invalid, and it asserted
claims for slander of title and interference with a prospective contract.

[¶8] The HOA and its members moved to dismiss Sweetwater’s complaint for failure to
state a claim. They argued the amendment was adopted in compliance with the CCRs and
Sweetwater therefore had no claim for declaratory relief or to quiet title. They further
argued that even if the amendment was not valid, Sweetwater had no claim for slander of
title because the recorded amendment contained no false statements. Last, they argued that
Sweetwater did not have a claim for interference with a prospective contract because it did
not and could not allege that the HOA or its members acted in bad faith in recording the
amendment to the CCRs or that the amendment contained a false statement.

[¶9] The district court granted the motion to dismiss. It concluded that under the plain
language of the CCRs, the amendment to the CCRs was valid. It also agreed that because
the recorded amendment contained no false statements, Sweetwater could not maintain a
claim for slander of title. It concluded that Sweetwater could not maintain a claim for
interference with a prospective contract because the HOA and its members acted in good
faith to protect their own economic interests, which it ruled precluded an interference

1
Before the amendment, the CCRs allowed one vote per lot owned, without limit, and allowed the declarant
two votes per lot owned.

2
claim. It further reasoned that because the recorded amendment contained no false
statements, it could not provide a basis for an interference claim. Sweetwater timely
appealed.

STANDARD OF REVIEW

[¶10] The CCRs were attached as an exhibit to Sweetwater’s complaint. In support of their
motion to dismiss, the HOA and its members asked the district court to take judicial notice
of the recorded plat for Phase I, the minutes from a Rock Springs City Council meeting,
and the recorded amendment to the CCRs. Sweetwater also asked the court to take judicial
notice of the minutes from a separate Rock Springs City Council meeting. The district court
did not rule on either request, but its order referenced information from the materials.

[¶11] Because the court considered materials outside the complaint in ruling on its motion
to dismiss, it should have converted the motion to one for summary judgment. See
W.R.C.P. 12(d) (“If, on a motion under Rule 12(b)(6) or 12(c), matters outside the
pleadings are presented to and not excluded by the court, the motion must be treated as one
for summary judgment under Rule 56.”). Nonetheless, the questions presented for our
review are purely questions of law that may be answered based on the allegations in the
complaint. We will therefore review the court’s ruling as a Rule 12(b)(6) dismissal. See
James v. James, 2021 WY 96, ¶ 24, 493 P.3d 1258, 1265 (Wyo. 2021) (summary judgment
motion is functional equivalent of a Rule 12(b)(6) motion if it is “based solely on a question
of law which is set out exclusively in the pleadings”) (quoting Motzko Co. USA, LLC v. A
& D Oilfield Dozers, Inc., 2014 WY 5, ¶ 16, 316 P.3d 1177, 1181 (Wyo. 2014)).

[¶12] Our review of a W.R.C.P. 12(b)(6) dismissal is de novo. 2

We review orders granting a motion to dismiss under Rule
12(b)(6) de novo. Craft v. State ex rel. Wyo. Dep’t of Health,
2020 WY 70, ¶ 9, 465 P.3d 395, 399 (Wyo. 2020). “We employ
the same standards and examine the same materials as the
district court: we accept the facts alleged in the complaint as
true and view them in the light most favorable to the non-
moving party.” Id. (quoting Moose Hollow Holdings, LLC v.
Teton Cty. Bd. of Cty. Comm’rs, 2017 WY 74, ¶ 20, 396 P.3d
1027, 1033 (Wyo. 2017)). Dismissal is appropriate where it is
certain from the face of the complaint that the plaintiff cannot
assert any fact that would entitle him to relief. Craft, 2020 WY
2
The district court cited both Wyoming law governing dismissal under Rule 12(b)(6) and the federal
plausibility standard from Ashcroft v. Iqbal, 556 U.S. 662, 663, 129 S.Ct. 1937, 1940, 173 L.Ed.2d 868
(2009). We have not adopted the Iqbal standard. Wyo. Guardianship Corp. v. Wyo. State Hosp., 2018 WY
114, ¶ 16, 428 P.3d 424, 431 (Wyo. 2018). We therefore apply our established standard for determining
whether dismissal was appropriate.

3
 70, ¶ 9, 465 P.3d at 399 (citing Dowlin v. Dowlin, 2007 WY
114, ¶ 6, 162 P.3d 1202, 1204 (Wyo. 2007); W.R.C.P.
12(b)(6)).

Moses Inc. v. Moses, 2022 WY 57, ¶ 8, 509 P.3d 345, 349 (Wyo. 2022) (quoting Dockter
v. Lozano, 2020 WY 119, ¶ 6, 472 P.3d 362, 364 (Wyo. 2020)).

I. The provisions of the CCRs governing their amendment are ambiguous, and the
district court therefore erred in dismissing Sweetwater’s claims for declaratory relief and
quiet title.

[¶13] “Covenants are contractual in nature and we therefore interpret them as we would a
contract.” Winney v. Hoback Ranches Prop. Owners Improvement & Serv. Dist., 2021 WY
128, ¶ 46, 499 P.3d 254, 266 (Wyo. 2021) (quoting Gumpel v. Copperleaf Homeowners
Ass’n, Inc., 2017 WY 46, ¶ 29, 393 P.3d 1279, 1290 (Wyo. 2017)). “Our goal is ‘to
determine and effectuate the intention of the parties, especially the grantor or declarant.’”
Reichert v. Daugherty, 2018 WY 103, ¶ 15, 425 P.3d 990, 995 (Wyo. 2018) (quoting
Wimer v. Cook, 2016 WY 29, ¶ 22, 369 P.3d 210, 218 (Wyo. 2016)).

[¶14] “In the absence of an ambiguity, ‘we adhere to the covenant’s plain and ordinary
meaning without reference to attendant facts and circumstances or extrinsic evidence.’”
Winney, 2021 WY 128, ¶ 48, 499 P.3d at 266 (quoting Reichert, 2018 WY 103, ¶ 16, 425
P.3d at 995).

The words used in the covenant are afforded the plain meaning
that a reasonable person would give to them. When the
provisions in the covenant are clear and unambiguous, the
court looks only to the “four corners” of the document in
arriving at the intent of the parties.

Id.at ¶ 47, 499 P.3d at 266 (cleaned up).

[¶15] A covenant is ambiguous “if it is obscure in its meaning, because of indefiniteness
of expression, or because a double meaning is present.” Id. at ¶ 48, 499 P.3d at 266 (quoting
Reichert, 2018 WY 103, ¶ 16, 425 P.3d at 995). Although the parties contend the CCRs
are unambiguous, that does not govern our conclusion. “[R]eviewing courts are free to
make a determination as to the existence of ambiguity whether or not the parties agree one
way or the other and whether or not the trial court has reached a conclusion one way or the
other.” Id. at ¶ 61, 499 P.3d at 269 (quoting Felix Felicis, LLC v. Riva Ridge Owners Ass’n,
2016 WY 67, ¶ 16, 375 P.3d 769, 774 (Wyo. 2016)).

[¶16] The disputed provisions of the CCRs are those that address their amendment. Article
II, Section 1 provides:

4
 The Common Areas and all Lots, whether or not the
instruments of conveyance or assignment shall refer to this
Declaration, shall be subject to the covenants, conditions,
restrictions, easement, reservations and other provisions
contained in this Declaration, as the same may be amended
from time to time. The covenants, restrictions, reservations and
conditions contained herein shall run with the land and shall be
binding upon all persons purchasing, leasing, sub-leasing or
occupying any lot or lots in the development and shall remain
in full force and effect until a majority of the owners of all of
the planned lots in the subdivision shall direct otherwise, as
provided in Article VII, section 4 below.

(Emphasis added.)

[¶17] Article VII, Section 4 of the CCRs states as follows:

Amendment. This Declaration may only be amended by a vote
of two thirds (2/3) of the eligible votes of all Owners. Any such
amendment must be in writing and shall be filed promptly upon
its adoption with the County Clerk for the County of
Sweetwater, Wyoming.

[¶18] The difficulty in interpreting these two provisions stems from the CCRs’ definitions
of the terms “Owner” and “Lot.” Article I, Section 9 of the CCRs, with our emphasis added,
defines an “Owner” as “any record owner . . . of a fee simple title interest in any Lot,
including Declarant and including contract sellers and contract purchasers, as may be
designated in the contract documents[.]” Article I, Section 7, again with our emphasis
added, defines “Lot” as follows:

Lot, as used in each section of this Agreement other than
Article I, Section 5, shall mean and refer to any of the
separately designated and identified platted Lots as shown on
the Plat for the Sweetwater Station Addition Phase I,
including the structures located on any such platted Lot and the
appurtenances situate thereon and appertaining thereto,
specifically excepting therefrom all of the Common Areas.

[¶19] When Article I, Sections 7 and 9 are read together, the term “Owner,” as used in the
CCRs, means an owner of a platted Phase I lot. See Star Valley Ranch Ass’n v. Daley, 2014
WY 116, ¶ 23, 334 P.3d 1207, 1213 (Wyo. 2014) (“Our rules of interpretation require that
we interpret a contract as a whole, reading each provision in light of all the others to find

5
their plain meaning.”) (quoting Claman v. Popp, 2012 WY 92, ¶ 28, 279 P.3d 1003, 1013
(Wyo. 2012)). This definition of owner creates inconsistencies in and between the CCRs’
amendment provisions, making them ambiguous.

[¶20] Article II, Section 1 provides that the CCRs “shall remain in full force and effect
until a majority of the owners of all of the planned lots in the subdivision shall direct
otherwise[.]” This section uses the term “owners,” in conjunction with planned lots in the
subdivision, but the CCRs define an owner solely as one who owns a Phase I platted lot.
In other words, using the CCRs’ own definitions, the “majority of the owners” should mean
the majority of the Phase I platted lot owners, but the language that follows owners in
Article II, Section 1 is inconsistent with such a meaning. Given this inconsistency, the
phrase has a double meaning that renders it obscure and therefore ambiguous.

[¶21] Sweetwater contends that the double meaning can be avoided if the terms owner
and lot are defined as the CCRs direct only when the terms are capitalized. Otherwise, it
contends, the terms should be given their ordinary meaning. The district court rejected this
argument, and we do as well. Throughout the CCRs, the terms owner and lot are sometimes
capitalized and sometimes not. Nothing about the provisions in which they appear one way
or the other suggests the failure to capitalize was anything other than random. We therefore
see no basis on which to define the terms differently based on their capitalization.

[¶22] Even if we were to accept that owner and lot have different meanings when not
capitalized, that would not resolve the ambiguity. Although Article II, Section 1
contemplates an amendment by “a majority of the owners of all of the planned lots in the
subdivision,” it directs that it be done as provided in Article VII, Section 4. Article VII,
Section 4 allows an amendment of the CCRs only “by a vote of two thirds (2/3) of the
eligible votes of all Owners.” Aside from the difference in the number of votes required to
amend, one provision governing amendments capitalizes the term owners and the other
does not. Thus, if we were to accept a distinction based on capitalization, Article II, Section
1 would allow an amendment only upon majority approval by all planned lot owners,
whereas Article VII, Section 4 would permit an amendment only upon vote of the owners
of Phase I platted lots. The inconsistency between the two provisions again creates an
ambiguity.

[¶23] The district court attempted to resolve this conflict by accepting the HOA’s
argument that because Article II, Section 1 appears in the article governing use restrictions,
it applies only when the term being amended is one of the use restrictions. We reject this
interpretation because it fails to give meaning to all the terms of Article VII, Section 4.
Jackson as Tr. of Phillip G. Jackson Fam. Revocable Tr. v. Montoya, 2020 WY 116, ¶ 18,
471 P.3d 984, 988 (Wyo. 2020) (“[E]very word, phrase or term of a contract must be given
effect.”) (quoting 11 Williston on Contracts § 32:5 (4th ed., May 2020 update)). Article
VII, Section 4 refers to the “Declaration,” meaning the CCRs in their entirety, including

6
the use restrictions, and it allows an amendment only as provided therein. 3 Additionally,
Article II, Section 1 incorporates the requirements of Article VII, Section 4, without
limitation. We are thus unable to discern an intent from the language of either provision to
have Article II, Section 1 apply only to use restriction amendments and Article VII, Section
4 apply to all other amendments.

[¶24] Article II, Section 1 and Article VII, Section 4 of the CCRs are irreconcilable, and
the conflict between the two makes the requirements for amending the CCRs ambiguous.
When a covenant is ambiguous, a court must look to extrinsic evidence to determine the
parties’ intent. Winney, 2021 WY 128, ¶ 60, 499 P.3d at 269 (citing Gayhart v. Corsi, 2020
WY 58, ¶ 15, 462 P.3d 904, 909 (Wyo. 2020)). We thus remand to the district court for its
consideration of extrinsic evidence of the parties’ intent. 4

II. The district court erred in dismissing Sweetwater’s slander of title claim.

[¶25] “Wyoming defines slander of title as ‘a false and malicious statement made in
disparagement of a person’s title to real or personal property, or of some right of his causing
him special damage.’” CIBC Nat’l Tr. Co. v. Dominick, 2020 WY 56, ¶ 8, 462 P.3d 452,
456 (Wyo. 2020) (quoting Sannerud v. Brantz, 879 P.2d 341, 344 (Wyo. 1994)); see also

3
The CCRs define “Declaration,” to “mean and refer to this Declaration of Covenants, Conditions and
Restrictions and all amendments thereto.”
4
We decline Sweetwater’s request that we adopt section 6.10(3) of the Restatement (Third) of Property:
Servitudes (2000), which would require a unanimous vote to change the basis for allocating voting rights
under covenants. We have said:

Where a contract is silent on a particular matter that easily could have been
drafted into it, a court should refrain from supplying the missing language
under the pretext of contract interpretation. Courts are not at liberty to
rescue parties from the consequences of a poorly made bargain or a poorly
drafted agreement by rewriting a contract under the guise of construing it.

Gumpel, 2017 WY 46, ¶ 42, 393 P.3d at 1293-94 (cleaned up) (quoting In re CDR, 2015 WY 79, ¶ 30, 351
P.3d 264, 270-71 (Wyo. 2015)); see also Hassler v. Circle C Res., 2022 WY 28, ¶ 29, 505 P.3d 169, 178
(Wyo. 2022) (overruling adoption of the blue pencil rule and stating, “Wyoming courts will no longer
exceed the scope of their traditional authority in contract interpretation by redrafting noncompete
agreements to bring them within the bounds of reason”). The CCRs do not require unanimous approval of
a change to the basis for allocating voting rights, and we will not judicially superimpose such a requirement.
We likewise reject Sweetwater’s suggestion that the CCRs should be interpreted according to a
reasonableness standard. We have said:

[W]hile a reasonableness standard is appropriate when reviewing an
association’s or committee’s application of discretionary decisions
afforded by the covenants, we interpret the language and meaning of the
covenants in accordance with the principles of contract law.

Felix Felicis, 2016 WY 67, ¶ 17, 375 P.3d at 775.

7
Wyo. Stat. Ann. § 34-10-109 (LexisNexis 2021). The HOA moved to dismiss Sweetwater’s
slander of title claim on the ground it did not allege that the HOA’s recorded amendment
contained a false statement. The district court agreed and dismissed on that basis.

[¶26] In so ruling, the district court relied on the reasoning in Jepsen v. Camassar, 187
A.3d 486, 499 (Conn. App. Ct. 2018). In that case, landowners in a subdivision each held
title to their own property as well as a deed to an undivided interest in the associated
beachfront property. Id. at 490. A group of the landowners recorded modifications to the
use restrictions contained in the beach deed, and others who disagreed with the action filed
suit asserting claims that included one for slander of title. Id. at 498-500. The appellate
court upheld the dismissal of the slander of title claim on several grounds, including that
although the modification was improperly recorded, it did not contain a false statement.
The court explained:

[The plaintiffs] have not demonstrated that the defendants, in
filing the modifications on the land records, published a false
statement. There is no suggestion that the substance of those
written instruments was anything other than an accurate
statement of their content—namely, that the signatories thereto
wished to amend the beach deed in various respects. As the
defendants concede in their appellate brief, those modifications
may have been improper under the terms of the beach deed, as
we have concluded in part I of this opinion, but they do not
contain any demonstrably false statements about the plaintiffs’
title.

Id. at 510; see also Matheson v. Harris, 572 P.2d 861, 864 (Idaho 1977) (fact that recorded
earnest money agreement was ultimately determined to be unenforceable did not render it
a false document).

[¶27] We disagree with the reasoning of this approach. While there may be instances
where a document contains a false statement that makes its recording actionable, that is not
the only falsity that could be actionable as a slander of title. States with laws similar to
Wyoming’s have recognized that “[t]he act of maliciously recording a document that
clouds another’s title to real estate is actionable as slander of title.” Gambino v. Boulevard
Mortg. Corp., 922 N.E.2d 380, 418 (Ill. App. Ct. 2009) (citing Am. Nat’l Bank & Tr. Co.
v. Bentley Builders, Inc., 719 N.E.2d 360, 361-62 (Ill. 1999)); see also In re Cedano, 470
B.R. 522, 533 (B.A.P. 9th Cir. 2012) (“The recordation of an instrument facially valid but
without underlying merit will give rise to an action for slander of title.”) (quoting Nguyen
v. Bank of Am. Nat’l Ass’n, 2011 WL 5574917, at *7 (N.D. Cal. Nov. 15, 2011)); 39 Coll.
Point Corp. v. Transpac Cap. Corp., 810 N.Y.S.2d 520, 521 (N.Y. App. Div. 2006) (“The
wrongful filing for record of a document which casts a cloud upon another’s title to or
interest in realty is clearly such an act of publication as to give rise to an action for slander

8
of title, if provable damages result[.]”) (quoting Hanbidge v. Hunt, 583 N.Y.S.2d 288, 289
(N.Y. App. Div. 1992)); Paidar v. Hughes, 615 N.W.2d 276, 280 (Minn. 2000) (“The filing
of an instrument known to be inoperative is a false statement that, if done maliciously,
constitutes slander of title.”) (citing Kelly v. First State Bank of Rothsay, 177 N.W. 347,
347 (Minn. 1920)); Gudger v. Manton, 134 P.2d 217, 220 (Cal. 1943), overruled on other
grounds by Albertson v. Raboff, 295 P.2d 405, 409-10 (Cal. 1956) (describing a false lien
as one “without legal foundation”).

[¶28] For example, in Wilk v. Discover Bank, 144 N.E.3d 1023, 1029 (Ohio Ct. App.
2019), the plaintiff filed several claims against his ex-wife’s creditor, including one for
slander of title, after it wrongfully recorded a lien against his property for his ex-wife’s
debt. The trial court dismissed the slander of title claim, and the creditor argued on appeal
that dismissal was appropriate because, although it wrongfully recorded the lien, the
plaintiff did not allege the lien contained a false statement. Id. at 1032. The appellate court
rejected the argument.

As alternative grounds for dismissal of this claim,
Discover argues that dismissal is warranted because Keith does
not allege in his complaint that Discover made any false
statement relative to the certificate of judgment. We disagree.
Upon construing the allegations in the complaint in Keith’s
favor, he is claiming that Discover’s act in securing the lien
against his property was a false statement that caused his loan
company to institute foreclosure proceedings. Thus, dismissal
of this claim was not warranted under Civ.R. 12(B)(6).

Id.

[¶29] In Gudger, the plaintiff filed a slander of title claim against his wife’s judgment
creditors after they filed a lien against property he owned but in which wife had no interest.
134 P.2d at 220. The trial court ruled in favor of the plaintiff, and one of the creditors
argued on appeal that the lien could not be a cloud on the plaintiff’s title because it
purported only to be a lien for a judgment against his wife. Id. The California Supreme
Court rejected that argument and instead looked not just to the words used in the lien but
to the implication of its filing.

The recording of the notice of the execution necessarily
embraced the imputation that plaintiff’s wife had the whole or
a part interest in plaintiff’s property, and that such interest was
subject to the execution levy. . . . While it is true the execution
claimed only such interest as plaintiff’s wife had in the
property, the only reasonable implication is that in fact the wife

9
 did have an interest in the property and a lien thereon was
claimed.

Id. at 221.

[¶30] The HOA’s recording of the amendment to the CCRs represented more than a
statement that twenty-one of the twenty-six Phase I lot owners voted to amend the CCRs.
Sweetwater alleged that the HOA’s amendment of the CCRs was invalid and affected its
property rights. Construing the pleadings liberally, as we must, Sweetwater alleged the
wrongful recording of a document that cast a cloud on its title. James, 2021 WY 96, ¶ 32,
493 P.3d at 1267 (“[P]leadings must be liberally construed in order to do justice to the
parties.”) (quoting Acorn v. Moncecchi, 2016 WY 124, ¶ 66, 386 P.3d 739, 759 (Wyo.
2016)). Because of the ambiguity in the CCR amendment provisions, we do not yet know
whether the HOA’s amendment was wrongfully recorded. However, because Sweetwater’s
complaint alleged the recording was wrongful, it adequately pled the false statement
element of the slander of title claim, and dismissal at this point was premature. 39 Coll.
Point, 810 N.Y.S.2d at 521 (“The wrongful filing for record of a document which casts a
cloud upon another’s title to or interest in realty is clearly such an act of publication as to
give rise to an action for slander of title, if provable damages result”) (citation omitted).

III. The district court erred in dismissing Sweetwater’s claim for intentional interference
with a prospective contract.

[¶31] We have generally defined the tort of intentional interference with a prospective
contract as follows:

One who intentionally and improperly interferes with the
performance of a contract (except a contract to marry) between
another and a third person by inducing or otherwise causing the
third person not to perform the contract, is subject to liability
to the other for the pecuniary loss resulting to the other from
the failure of the third person to perform the contract.

Rammell v. Mountainaire Animal Clinic, 2019 WY 53, ¶ 25, 442 P.3d 41, 49 (Wyo. 2019)
(quoting Gore v. Sherard, 2002 WY 114, ¶ 12, 50 P.3d 705, 710 (Wyo. 2002)). The
elements of the claim are:

(1) The existence of a valid contractual relationship or business
expectancy; (2) knowledge of the relationship or expectancy
on the part of the interferer; (3) intentional and improper
interference inducing or causing a breach or termination of the
relationship or expectancy; and (4) resultant damage to the
party whose relationship or expectancy has been disrupted.

10
Downs v. Homax Oil Sales, Inc., 2018 WY 71, ¶ 21, 421 P.3d 518, 524 (Wyo. 2018)
(quoting Gore, 2002 WY 114, ¶ 13, 50 P.3d at 710).

[¶32] Sweetwater alleged each of the elements in its complaint: the existence of a contract;
the HOA’s knowledge of the contract; that the HOA intentionally and improperly
interfered with the contract; and the resulting damages. Nonetheless, the district court
dismissed Sweetwater’s claim. It reasoned that the HOA’s conduct could not have been
improper because it did no more than make a truthful statement that twenty-one of the
twenty-six Phase I lot owners voted to approve the amendment to the CCRs. It further
concluded the HOA’s recording of the amendment was proper because it was a good faith
act to protect its own economic interests.

[¶33] With respect to the truthfulness of the HOA’s statement, the district court was
correct that “truthful statements, solicited or volunteered, are not actionable” under an
intentional interference claim. Wilder v. Cody Country Chamber of Com., 868 P.2d 211,
225 (Wyo. 1994) (quoting Four Nines Gold, Inc. v. 71 Const., Inc., 809 P.2d 236, 238
(Wyo. 1991)). As discussed above, however, the HOA’s statement went beyond an
assertion of the vote tally on the HOA’s amendment. The recording of the amendment had
the effect of asserting the amendment was validly adopted and governed the affected
property. Because the amendment provision of the CCRs is ambiguous, it is too soon to
say that the amendments were validly adopted. Dismissal on this ground was therefore
premature.

[¶34] As to the question of whether the HOA’s recording of the amendment was a good
faith effort to protect its own legal interest, the rule is:

One who, by asserting in good faith a legally protected interest
of his own or threatening in good faith to protect the interest by
appropriate means, intentionally causes a third person not to
perform an existing contract or enter into a prospective
contractual relation with another does not interfere improperly
with the other’s relation if the actor believes that his interest
may otherwise be impaired or destroyed by the performance of
the contract or transaction.

Sunshine Custom Paints & Body, Inc. v. South Douglas Highway Water & Sewer Dist.,
2007 WY 206, ¶ 23, 173 P.3d 398, 404 (Wyo. 2007) (quoting Restatement (Second) of
Torts, § 773 (1979)) (emphasis added).

[¶35] “This defense of protecting an economic interest is, in substance, an affirmative
defense as to which [the HOA] has the burden of proof.” Carlson v. Carlson, 775 P.2d 478,
484 (Wyo. 1989) (citing Miller v. Badgley, 753 P.2d 530 (Wash. App. 1988)). Again,

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because the amendment provisions of the CCRs are ambiguous, it is not clear that the
HOA’s recording of its amendment was an “appropriate means” for protecting its economic
interests. Nor is there anything else in the pleadings from which the district court could
conclusively determine that the HOA and its members acted in good faith in recording the
amendment. See Carlson, 775 P.2d at 484 (whether interference was good faith effort to
protect economic interests was question of fact); Sheaffer v. State ex rel. Univ. of Wyo., ex
rel. Bd. of Tr., 2009 WY 19, ¶ 51, 202 P.3d 1030, 1044 (Wyo. 2009) (“Whether or not
interference with a contract was improper is a question of fact.”). Thus, dismissal on this
ground was also premature.

CONCLUSION

[¶36] The amendment provisions of the CCRs are ambiguous, and extrinsic evidence is
required to determine the parties’ intent. The district court therefore erred in dismissing
Sweetwater’s declaratory judgment and quiet title claims. Sweetwater also adequately pled
its claims for slander of title and interference with a prospective contract and for the reasons
stated herein, the court’s dismissal of those claims was premature. We reverse and remand
for proceedings consistent with this opinion.

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