Clayson v. ZebeAnnotate this Case
This appeal arose from Gaylen Clayson's attempt to purchase a restaurant and cheese factory in Thayne, Wyoming. Prior to making a formal offer on the property, Clayson was granted access to the property in order to begin operating the restaurant and refurbishing the factory. His effort to purchase the subject property ultimately failed, and Don Zebe and Rick Lawson subsequently purchased the property. Clayson then filed a breach of contract action against Zebe and Lawson, alleging the existence of both express and implied contracts entitling Clayson to compensation for the pre-purchase work Clayson had performed on the property. The district court partially granted Zebe and Lawson's motion for summary judgment, holding that there was no express contract between the parties. After a bench trial, the district court determined that the parties' conduct created both implied-in-fact and implied-in-law contracts, which required Zebe to reimburse Clayson for costs he incurred while working on the subject property. Zebe appealed, arguing that the district court erred because Zebe neither requested Clayson's performance nor received any benefit as a result of Clayson's work on the property. Zebe asked the Supreme Court to vacate the judgment of the district court and remand the matter for entry of judgment in their favor. Upon review, the Supreme Court found that assignment was silent as to consideration. It did not address whether Clayson was to be reimbursed for the expenses he had previously incurred or whether the assignment was a gratuitous act by Clayson. Therefore, the Court held that the district court did not err in finding an implied-in-fact contract.