Meima v. Broemmel

117 P.3d 429

2005 WY 87

Anthony MEIMA, an Individual, Appellant (Plaintiff), v. Thomas C. BROEMMEL, as Trustee of the Northern Commercial Trust dated July 24, 2001; and Thomas Broemmel, Individually, Appellees (Defendants).

No. 04-159.

Supreme Court of Wyoming.

August 5, 2005.

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John M. Kuker and Matthew H. Romsa of Romsa & Kuker, LLC, Cheyenne, Wyoming, for Appellant.

Michael E. Warren of Sawyer & Warren, P.C., Torrington, Wyoming, for Appellees.

Before HILL, C.J., and GOLDEN, KITE, VOIGT, and BURKE, JJ.

VOIGT, Justice.

[¶ 1] The appellant, Anthony Meima (Meima), met the appellee, Thomas C. Broemmel (Broemmel), in 2001. The two subsequently discussed several business propositions, including Broemmel's involvement in financing Meima's purchase of a house in Torrington and Broemmel's investment in Meima's real property in California (also known as the Baltic properties). The parties executed numerous documents in that regard; however, their business relationship deteriorated and a lawsuit was filed. Following a bench trial, the district court essentially entered a judgment in favor of Broemmel. Meima appeals from the district court's judgment and claims that the district court erred in several respects. We will affirm.

ISSUES

[¶ 2] We find that the dispositive issues in the instant case are as follows:

1. Whether the district court erred in finding insufficient intent to create an express trust regarding the Torrington house, and whether we should address Meima's issue concerning the imposition of a constructive trust on the Torrington house and/or the Baltic properties?

2. Whether the district court erred in finding that an oral contact between the parties did not exist prior to July 24, 2001?

3. Whether the district court erred in rejecting Meima's claims that the July 24, 2001, lease/purchase agreement was invalid due to a lack of consideration, economic duress, undue influence, or unconscionability of terms?

4. Whether the district court's judgment directly affected the title to the Baltic properties?

5. Whether the district court erred in other aspects of its judgment?

FACTS

[¶ 3] Meima, a self-described real estate investor,¹ was searching for a new residence following a divorce in which his wife received or "wasted," according to Meima, up to fifteen residential properties valued at over $2 million. He was admittedly "quite sensitive to losing houses" following the divorce and most recently had bought a house in Colorado with a girlfriend. The girlfriend obtained the loan to buy the house, the house was titled in her name, and Meima contributed $25,000.00 to $30,000.00 in equity money towards the purchase. When the relationship ended, Meima lost his equity money and needed to find another residence. He ultimately searched for a residence in Wyoming because of the moderate pricing relative to the quality of the housing, and because it "was a good market to buy."

[¶ 4] Meima and Broemmel met at a Denver gun show in early 2001.² The two proceeded to discuss Broemmel's role in potentially financing Meima's purchase of a house in Torrington and other business propositions. They ultimately executed several documents in this regard. We will set forth the pertinent contents of these documents and detail each party's trial testimony regarding the progression of their business relationship, the documents at issue, and their disputes. We will then summarize the district court's resolution of the resulting litigation.

The Documents

[¶ 5] On February 20, 2001, Meima signed a contract to buy real estate located in Torrington. The document named the Northern Commercial Trust³ as the buyer, provided that title to the house would be conveyed to the "Northern Commercial Trust," offered a purchase price of $186,000.00 (a $1,000.00 cashier's check purchased by "Anthony Meima" had been remitted as earnest money), indicated that the offer was "contingent upon loan approval" with financing to be "Other," and set a June 16, 2001, closing date. On February 21, 2001, the seller submitted a counter-offer to Meima that increased the purchase price to $198,000.00 and the total earnest money to $5,000.00, required the buyer to provide a "satisfactory letter of prequalification from [a] lender by March 30, 2001," and set a mandatory closing date of June 11, 2001 (or the buyer would forfeit the earnest money). The buyer subsequently agreed to the increased purchase price and earnest money (another $4,000.00 cashier's check had been remitted by "Anthony Meima" on April 10, 2001) and to provide "a cash sale commitment or lender prequalification letter on April 15, 2001."

[¶ 6] On April 29, 2001, Meima signed (and Broemmel signed as a "Witness") an addendum to the house purchase contract stating that all "financing contingencies shall be removed," "Buyer and Seller shall proceed with dates set for closing," and "Buyer agrees to the disclosure of the attached financial statement to the Seller." The attached financial statement was the "Personal Financial Statement" of Broemmel and his wife, Lani K. Lee. The seller apparently agreed to the addendum on May 7, 2001.

[¶ 7] On May 25, 2001, a Real Estate Purchase Option was executed between David A. Kubich,⁴ as seller, and "Tom C. Broemmel or Assigns," as buyer, which option was recorded June 11, 2002. The option granted Broemmel the exclusive right to purchase the "Baltic-Birchville Properties" (including specified mineral interests and "all rights and interests acquired from Meima" in these properties, situate in California) (hereinafter "the Baltic properties") for $140,000.00 if Broemmel exercised the option prior to November 25, 2002. Meima had purchased the Baltic properties, "mountain property" north of Lake Tahoe, in 1979 for $800,000.00.

[¶ 8] On June 11, 2001, Meima signed another addendum to the house purchase contract that extended the closing date to "on or before August 9, 2001," required Meima to submit an additional $10,000.00 in earnest money by June 12, 2001, and obligated Meima to pay eight percent interest on the balance of the purchase price until the closing date. The seller signed the addendum on June 12, 2001, and a cashier's check for $10,000.00 was issued on June 12, 2001, listing the purchaser as "[A]nthony [M]eima."

[¶ 9] Meima and Broemmel then executed a July 24, 2001, "Terms of Lease/Purchase Agreement" that included the following terms:

(a) Broemmel will pay $185,817.91 to finance the balance of the Torrington house purchase price for "Anthony Meima." Broemmel will "hold [the] property in trust for Meima on a lease/purchase for a price determined by all costs and expenses incurred by Broemmel to acquire that property and under" the other conditions set forth in the agreement.

(b) Meima will pay a monthly "lease payment" of $2,000.00, which payments will not be applied to offset the amount Broemmel contributed to the house's purchase price. If the "full home loan" is not paid in full within one year, the monthly lease payments will increase to $2,500.00.

(c) Meima will pay all "taxes, insurance, assessments and all costs and expenses incurred by Broemmel associated" with the house.

(d) Meima will provide Broemmel the Celina Flat Mine property "free and clear of encumbrances" as "additional collateral...." The property is "valued at $70,000" and if Meima "defaults in monthly payments for 2 months, Broemmel may sell original property and `X' property to recover all costs and expenses incurred by Broemmel." "[T]his property reverts back to Meima" when Broemmel is paid "all moneys due him...."

(e) Meima will also provide to Broemmel a collection of Mauser rifles "at a cost of $16,500.00. If Meima defaults in monthly payments for 2 months, Meima relinquishes all equity in Mauser rifles[.]"

(f) Meima will pay Broemmel a $10,000.00 profit in addition to the "lease payments" for financing the house. The $10,000.00 profit may be paid from the "profit" on the Baltic properties or from stock options related to the Baltic properties.⁵ Meima will also provide Broemmel a new 98K Mauser Rifle as "partial payment for financing this house."

(g) Meima "grants" Broemmel, "as trustee, total control of the Baltic properties to sell or do [whatever] is necessary to recover any losses incurred as a result of the purchase of said property." Broemmel will remain as "trustee" for "2 years or as long as Broemmel has not been paid off for the purchase of Meima's home."

(h) "It is further agreed ... that when the Baltic properties are sold, [Broemmel] will receive 20% of the profit and 50% of any stock options received as a result of the sale."

"Tom Broemmel" signed the agreement as "Owner," and "Anthony Meima" signed the agreement as "Buyer."

[¶ 10] The "Buyer" listed on the Torrington house closing statement dated July 24, 2001, is "Thomas Broemmel, Trustee of the Northern Commercial Trust." On July 24, 2001, the Torrington house was deeded to "THOMAS BROEMMEL, Trustee of the Northern Commercial Trust, dated the 24th day of July, 2001...."

[¶ 11] On July 25, 2001, a Promissory Note was executed between the "Borrower," "Anthony Meima," and the "Lender," "Thomas C. Broemmel and Lani K. Lee." In it, the Borrower promised to pay $185,817.91 ("with no interest") and $2,000.00 "monthly lease payments" (that will not "reduce the amount of this note") to the Lender subject to the conditions of an "Addendum to Promissory Note dated July 25, 2001 Terms of Lease/Purchase Agreement." The addendum contains many of the same terms as the July 24, 2001, lease/purchase agreement, with the following exceptions:

(a) Broemmel, "as trustee of Northern Commercial Trust, has sole authority to sell or convey said property in his own name until he is paid in full the $185,817.91 and all costs and expenses associated with this acquisition." "The Northern Commercial Trust is limited to an agreement by Tom Broemmel to hold [the...