McKone v. Guertzgen

GOLDEN, Justice,

dissenting

I respectfully dissent. When resolving this sort of dispute this court looks first to the parties’ agreement. If the writing is unambiguous it expresses and controls the parties’ assignment of rights and obligations. Narans v. Paulsen, 803 P.2d 358, 362 (Wyo.1990). I believe we need go no farther than the language of the written agreement to decide this case.

The majority applies this principle, but finds the provisions asserted by McKone do not address this particular contingency, and looks beyond the agreement language to determine liability for the cost of removing the abandoned tanks. In his dissent Chief Justice Urbigkit also looks to the agreement and resolves the issue to his satisfaction by applying “as is, where is” provisions of the written agreement.

*733I agree with the majority that the provisions McKone relies on do not allocate the burden of removal costs, but do note they evidence the intent of the parties that the Guertzgens would shoulder all responsibilities connected with the property when they assumed possession. I cannot identify an “as is, where is” provision, but I find that another agreement term does assign responsibility for removing the tanks in a manner consistent with the delegations in the provisions offered by McKone. As we consider the writing as a whole when establishing the. intent of the parties, the consistency of all these provisions is significant. True Oil Co. v. Sinclair Oil Corp., 771 P.2d 781, 790 (Wyo.1989).

We are not concerned here so much with allocation of risk of loss as we are with determination of which party is responsible for compliance with laws. The agreement assigns this responsibility to the Guertz-gens where it states that buyer agrees to purchase and take the property

SUBJECT TO easements, reservations and restrictions of record and to Zoning and other laws, (emphasis added).

The Guertzgens took possession subject to laws, and by doing so assumed the obligation of compliance with them.1 This reading is consistent with the other provisions of the parties’ agreement. Logically, the Guertzgens’ possession is subject to laws existing when the agreement was entered and any since enacted. Consequently, the Guertzgens, and not McKone, must bear the financial burden of compliance with laws affecting this property.

I would reverse the decision of the trial court.

. There is no evidence of any warranty by seller that the property was in compliance with applicable laws and regulations at the time the agreement was signed.