Brett Wayment v. Schneider Automotive Group LLC and Nate Wade Subaru
2019 UT App 19 (2019)
Rule of Law:
The existence and terms of an implied-in-fact contract are questions of fact for a jury when reasonable minds could differ regarding the meaning of the parties' objective manifestations of intent.
Facts:
- In June 2015, Schneider Automotive Group LLC and Nate Wade Subaru (collectively, Nate Wade) helped sponsor a charity golf tournament.
- Tournament rule sheets indicated a hole-in-one contest at the eighth hole.
- At the eighth hole, Nate Wade parked a new Subaru next to the tee box along with a sponsorship sign bearing its name and logo.
- Neither the rule sheet nor the sign expressly stated that the car was a prize or specified any eligibility requirements for the contest.
- Brett Wayment, a professional golfer, participated in the tournament without disclosing his professional status.
- Wayment made a hole-in-one at the eighth hole.
- Nate Wade refused to award the car to Wayment after discovering he was a professional, citing an uncommunicated internal condition that the winner must be an amateur.
Procedural Posture:
- Brett Wayment sued Nate Wade in a Utah district court (the trial court) for breach of contract.
- Following discovery, Wayment moved for summary judgment on his claim.
- The district court granted Wayment's motion for summary judgment.
- Nate Wade, as the appellant, appealed the district court's decision to the Utah Court of Appeals, the intermediate appellate court.
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Issue:
Does a genuine dispute of material fact exist regarding the formation of an implied-in-fact unilateral contract, precluding summary judgment, where the terms of the offer are based on conduct and industry custom regarding participant eligibility is contested?
Opinions:
Majority - Pohlman, J.
Yes. A genuine dispute of material fact exists, making summary judgment inappropriate. The contract at issue is a unilateral, implied-in-fact contract, the existence of which turns on the objective manifestations of the parties' intent and is primarily a question for the jury. While the physical facts—the car, the sign, the rule sheet—are undisputed, their legal meaning is not. Reasonable minds could differ as to whether Nate Wade's conduct constituted an offer to all participants, including professionals. The conflicting expert testimony regarding the custom of professional golfers' eligibility for prizes in such tournaments demonstrates that there is no uniform standard, creating a factual dispute about what a reasonable participant would believe. Because the meaning of Nate Wade's conduct is open to more than one reasonable inference, the issue must be resolved by a jury, not by a judge on summary judgment.
Analysis:
This decision reinforces the high bar for granting summary judgment in cases involving implied-in-fact contracts. The court emphasizes that even when the underlying objective actions are undisputed, the inferences drawn from that conduct can create a genuine issue of material fact. The ruling distinguishes between express contracts, where uncommunicated intentions are irrelevant, and implied contracts, where the interpretation of ambiguous conduct is central. This case serves as a precedent that when industry customs are contested and central to interpreting contractual intent, the matter is a classic jury question, limiting the power of courts to resolve such disputes as a matter of law.
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