Carlson v. Water Unlimited, Inc.

THOMAS, Justice,

dissenting.

I cannot agree that this case should be reversed. Our definition of an ambiguous *1285contract is that, upon consideration of the whole instrument, it is:

“ ‘ * * * [A]n agreement which is obscure in its meaning, because of indefiniteness of expression, or because a double meaning is present. * * * ’ Bulis v. Wells, Wyo., 565 P.2d 487, 490 (1977). And see Meuse-Rhine-Ijssel Cattle Breeders of Canada Ltd. v. Y-Tex Corporation, Wyo., 590 P.2d 1306 (1979); Amoco Production Company v. Stauffer Chemical Company of Wyoming, supra [Wyo., 612 P.2d 463 (1980)].” McCartney v. Malm, 627 P.2d 1014, 1019 (Wyo.1981).

The majority opinion recites from Amoco Production Company v. Stauffer Chemical Company of Wyoming, 612 P.2d 463 (Wyo.1980), the applicable legal precepts, including the requirement that the contract be considered as a whole. It then states quite positively that the contract that is involved is unambiguous. The argument is strong, but the analysis is frail. In making the assertion that “[t]he intent of the parties as expressed in this agreement is to tie inextricably together the Carlsons’ water right established by the agreement and Carlsons’ line maintenance responsibility,” the majority addresses only part of the contract. Op. at-. The imposition of the line maintenance charge by Water Unlimited upon third-party users of the water is tied to their ownership of the land. It has no direct relationship to the line maintenance responsibility of the Carlsons. Stated another way, the shift of the responsibility for line maintenance “between the south side of U.S. Highway 16 and the point of delivery to Carlson” depends upon the sale of the water right, not upon a retention of a partial interest in the Carl-sons’ property.

Instead, the Agreement inextricably ties the free use of the Carlsons’ water right to their continued ownership of the land described in paragraph one of the Agreement. Paragraph one provides:

“1. Water Unlimited will deliver water from the Carlson Well No. 1 or any other wells drilled on the hereinabove described property to Carlson in such quantities as Carlson may use, need or desire in the area known as Mountain View Trailer Park owned by Carlson which land is situated within the City of Newcastle, Wyoming, and is described as follows: * *

If any significance is to be given to the phrase “owned by Carlson,” the Carlsons, after the sale, had no right to have water delivered to the portion of the premises owned by the Egges and the Pattons. The obligation imposed upon Water Unlimited is to “deliver water from the Carlson Well No. 1 or any other wells drilled on the * * * [same property] to Carlson in such quantities as Carlson may use, need or desire in the area known as Mountain View Trailer Park owned by Carlson * * * [emphasis added].” It is clear that this condition no longer pertains as to part of the tract. As to the part of the property that has been sold, can it be said that the water delivered to the purchasers fits within the quantities of water that Carlson may use, need or desire?

The majority position depends upon a conclusion that Carlsons have not sold “all of their right, title and interest in the land described in paragraph 1 above to any third party * * Literally, that is true, but they have sold all of their right, title and interest to part of that land. Yet, the majority avows that only after the Carlsons have sold the entire tract will it be right and fair that Water Unlimited be permitted to impose a line maintenance charge upon any purchasers, even though those who have purchased part of the land have no line maintenance responsibilities.

Paragraph two states:

“2. Water Unlimited will deliver such water to Carlson at no charge so long as either Louis W. Carlson or Lora M. Carlson, or their heirs, are the owners of the land described in paragraph one above.”

It is clear from the record that the conditions of paragraph two no longer pertain. The Carlsons now own only part of the land described in paragraph one, and the Egges and the Pattons now own the other part of that land. Perhaps the true resolution is that the water right has been termi*1286nated since the Carlsons or their heirs no longer own the entire tract described in the Agreement. This result is certainly as reasonable as the one adopted in the majority opinion, but that would be an intolerable solution.

The next paragraph of the Agreement provides:

“3. It is agreed that at such time as Louis W. Carlson and Lora M. Carlson, or the survivor of them, or their heirs, shall sell all of their right, title and interest in the land described in paragraph 1 above to any third party, then the water right established by this agreement shall continue in favor of such third party from the date of such sale or transfer, provided however, that from the date of such sale Water Unlimited shall have the right to charge the then owner a line maintenance charge in the amount of fifteen cents ($.15) per 1000 gallons of water used and delivered, with the further understanding that such line charge may be adjusted annually, either upwards or downwards, by Water Unlimited in accordance with the cost of living index arrived at by the United States government on June 1 of each year as compared to the cost of living index on the date of this contract. It is understood and will be required that the purchaser of this water right at the time of sale shall be required to install a meter at a point to be designated by Water Unlimited and the cost of the meter and of its installation shall be borne by said purchaser.”

It would seem that, under the language of this paragraph, the Egges and the Pattons did not receive any right to water by virtue of their purchase from the Carlsons. Their right to water, if any there is, must be found under paragraph 1 of the Agreement.

The Agreement provides for the continuation of the water right to a purchaser from the Carlsons, expressly reserving the right to impose the line maintenance charge. It is silent as to the event of a sale of part of the premises. Unless the Carl-sons made some different arrangement with the partial purchasers to assume the Carlsons’ line maintenance responsibilities, the Carlsons must have those same responsibilities as long as they own part of the property.

The rationale invoked by the majority begs the question in this case, which is, What did the parties intend with respect to a line maintenance charge in the event of a partial sale of the Carlsons’ property? As to that event, the Agreement is silent, and that silence equates with ambiguity. This is “an agreement which is obscure in its meaning, because of indefiniteness of expression, or because a double meaning is present.” Bulis, 565 P.2d at 490. Certainly, paragraphs 2 and 3 of the Agreement can be read in at least two ways. Rouse v. Munroe, 658 P.2d 74 (Wyo.1983). Paragraph 2 would lead to a conclusion that Water Unlimited no longer has a duty to deliver water to the Carlsons since they no longer own the land described in paragraph 1. Paragraph 3 can be read to provide for a continuation of the water right in favor of a purchaser, but only a purchaser of the entire tract. Otherwise, it is lost to the purchaser. This is a contract that can be understood in more than one way. Hollabaugh v. Kolbet, 604 P.2d 1359 (Wyo.1980).

The logical result of the majority rationale is that, so long as Carlsons own even one square foot of the property described in the Agreement, Water Unlimited must follow the terms of the Agreement and cannot impose the line maintenance charge. If it is true that “[rjeason is the life of the law,” 1 then such an extreme consequence must be the antithesis of legal life.

The thrust of the majority opinion is that a privilege to be free of the line maintenance charge that was personal to the Carl-sons has been extended to purchasers from the Carlsons, even though those purchasers are contributing nothing to the maintenance of the water service. I do not think this eventuality is addressed in the Agreement, and I find sufficient inconsistencies to make the Agreement obscure in its *1287meaning, because of indefiniteness of expression or because a double meaning is present, as defined by this court and as applied to the circumstances that actually occurred. Consequently, the question of the intention of the parties became one of fact for the trial court, and it correctly decided that question. I would affirm the decision of the trial court and remand the case for further proceedings in accordance with the determination of the trial court.

. Sir Edward Coke, First Institute (1628).