Del Rossi v. Doenz

THOMAS, Justice,

concurring specially.

I am in complete accord with the decision found in the majority opinion that the district court, which reversed the judgment in the county court, should be affirmed. I have identified, at least for myself, an additional ground for the decision. It can be stated briefly.

We have said, in a number of different instances and contexts, that we do not endeavor to enforce “agreements to agree.” Lavoie v. Safecare Health Serv., Inc., 840 P.2d 239 (Wyo.1992); Inter-Mountain Threading, Inc. v. Baker Hughes Tubular Services, Inc., 812 P.2d 555 (Wyo.1991); Doud v. First Interstate Bank of Gillette, 769 P.2d 927 (Wyo.1989); Rialto Theatre, Inc. v. Commonwealth Theatres, Inc., 714 P.2d 328 (Wyo.1986); Roth v. First Sec. Bank of Rock Springs, Wyoming, 684 P.2d 93 (Wyo.1984); Czapla v. Grieves, 549 P.2d 650 (Wyo.1976). Our statute of frauds provides, in pertinent part:

(a) In the following cases every agreement shall be void unless such agreement, or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith:
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(v) Every agreement or contract for the sale of real estate, or the lease thereof, for more than one (1) year;

Wyo.Stat. § 1-23-105 (1988).

Ineluctable logic persuades me that, in the instance of an agreement that is void unless it is “in writing, and subscribed by the party to be charged therewith,” any preliminary negotiations can constitute nothing more than an “agreement to agree.” Consequently, the claimed oral arrangement Del Rossi seeks to enforce under the guise of promissory estoppel is in direct conflict with our rule that we do not endeavor to enforce “agreements to agree.”

While the case arose in the context of an agreement to use a particular pipe-threading process, perhaps language in Inter-Mountain Threading, Inc., 812 P.2d at 560, is prophetic for this case:

It is clear from the evidence that Baker Hughes’ business relationships under either form of agreement would not have been simple arrangements free of details. Either contemplated relationship would have bound the parties for a substantial period of time and would have involved substantial sums of money. Considering what is at stake in terms of product, technology, trade secrets, money, and reputation, it is important that the relationship and commitment of the parties, each to the other, be carefully expressed in a formally executed written document. For the above and foregoing reasons, we also conclude that Baker Hughes could not have expected or foreseen IMT’s alleged reliance on Douglas’ remarks at the breakfast meeting. (Emphasis added.)

I also would affirm the district court, but I would hold there was no clear and definite agreement upon which Del Rossi could rely. As a matter of law, because the sale of land had to be accomplished by an agreement in writing, the prior negotiations could not be *1121anything more than an unenforceable “agreement to agree.”