Wayment v. Schneider Automotive Group

2019 UT App 19
THE UTAH COURT OF APPEALS
BRETT W AYMENT,
Appellee,
v.
S CHNEIDER A UTOMOTIVE GROUP LLC
AND NATE WADE S UBARU,
Appellants.
Opinion
No. 20161090-CA
Filed January 31, 2019
Third District Court, Salt Lake Department
The Honorable Paige Petersen
No. 150905943
Mark O. Morris, Attorney for Appellants
David M. Wahlquist, Adam D. Wahlquist, and Justin
W. Starr, Attorneys for Appellee
JUDGE JILL M. POHLMAN authored this Opinion, in which
JUDGES GREGORY K. O RME and D AVID N. M ORTENSEN concurred.
POHLMAN, Judge:
¶1 	Schneider 	Automotive 	Group 	LLC 	and 	Nate 	Wade
Subaru (collectively, Nate Wade) helped sponsor a charity golf
tournament. When Brett Wayment made a hole in one at the
eighth hole in that tournament, he believed he had won the new
car that Nate Wade parked near the hole’s tee box. Nate Wade,
however, refused to deliver the car, claiming Wayment was
ineligible because he was a professional golfer. Wayment sued
for breach of contract. After the parties conducted discovery,
Wayment moved for summary judgment on his contract claim,
which the district court granted. Nate Wade now appeals that
decision, contending that there are material questions of fact that
precluded summary judgment. We agree and reverse.

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BACKGROUND1
The Tournament
¶2 	In June 2015, Wayment, a professional golfer, played in a
charity golf tournament sponsored, in part, by Nate Wade. Rule
sheets, which described the tournament format and identified a
hole-in-one 	contest 	at 	the 	eighth 	hole, 	were 	placed 	on 	the
participants’ golf carts. See infra Appendix. When golfers arrived
at the eighth hole, they saw a new 2015 Subaru XV Crosstrek
parked next to the tee box along with a sponsorship sign with
Nate Wade’s name and logo. See id. Neither the rule sheet nor
the sign stated that the Subaru, or any other prize, would be
awarded. See id.
¶3 	As luck, or Wayment’s skill, would have it, Wayment
made a hole in one at the eighth hole. After holing the shot,
Wayment believed he won the Subaru based on the tournament
rule sheet indicating the contest on the eighth hole, Nate Wade’s
sponsorship of the hole, and the parked car. At the clubhouse,
however, the club pro told Wayment, “Good luck getting that
car, Brett,” because he knew Wayment was a professional golfer.
Several days after the tournament, when Nate Wade discovered
that Wayment was a professional golfer, it refused to deliver the
car. 	The 	tournament 	organizer 	did 	not 	expect 	professional
golfers to compete for tournament prizes without disclosing
their 	professional 	status, 	which 	Wayment 	never 	did. 	And
although 	that 	condition 	was 	never 	communicated 	to 	the
tournament participants, the insurance policy that Nate Wade
1. Because this is an appeal from a summary judgment, “we
view the facts and all reasonable inferences drawn therefrom in
the light most favorable to the nonmoving party and recite the
facts accordingly.” Ockey v. Club Jam, 2014 UT App 126, ¶ 2 n.2,
328 P.3d 880 (quotation simplified).

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procured for the tournament required that the hole in one be
made by an amateur.2
The Litigation
¶4 	Wayment sued Nate Wade for breach of contract. He
claimed that he had accepted Nate Wade’s unilateral offer to
give him the car when he made the hole in one, while Nate
Wade maintained that professional golfers were excluded from
the contest.
¶5 	Because 	there 	was 	no 	written 	agreement 	detailing
what 	was 	promised, 	each 	side 	obtained 	opinions 	from
professional 	golfers 	about 	whether 	it 	was 	reasonable
for Wayment to believe he was eligible to win the Subaru
under the circumstances. Wayment and another professional
golfer 	(Wayment’s 	Expert) 	both 	opined 	that 	nothing 	in
the custom or rules of the golf community bars professionals
from 	winning 	prizes 	in 	charity 	golf 	events. 	However, 	the
club pro from the tournament (Nate Wade’s Expert) disagreed.
He 	expressed 	his 	opinion 	that, 	as 	a 	matter 	of 	custom,
professional 	golfers 	should 	disclose 	their 	professional
status 	before 	playing 	in 	golf 	events 	with 	amateurs. 	He
also 	opined 	that 	it 	is 	generally 	understood 	in 	the 	golf
community 	that 	professional 	golfers 	are 	not 	eligible 	for
competition prizes unless the competition rules explicitly say
otherwise.
¶6 	At his deposition, Nate Wade’s Expert agreed there was
no 	“uniformity 	amongst 	all 	pros 	in 	the 	golf 	community”
2. The insurance policy contained other conditions, such as
requiring the hole in one be made from the correct yardage on
the day of the tournament and be witnessed by another person.
Nate Wade does not argue that these requirements were not met.

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regarding a professional’s eligibility for competition prizes in
charity golf tournaments. He explained that his opinion on the
ineligibility 	of 	professional 	golfers 	in 	prize 	contests 	was 	a
“personal feeling” and asserted that other professionals might
reasonably 	think 	differently. 	And 	when 	asked 	specifically
whether it was reasonable for Wayment to believe he was
eligible to participate in the prize competition in question, Nate
Wade’s Expert responded, “Yes, I believe it would be reasonable
under some circumstances.”3
¶7 	Another 	golf 	professional 	similarly 	opined 	that
although 	he 	thought 	that 	professional 	golfers 	are
generally 	excluded 	from 	competition 	prizes 	in 	charity
golf events, this opinion was his “personal understanding—
not 	an 	understanding, 	standard 	or 	custom 	necessarily
adopted by the Utah professional golf community at large.” He
added 	that 	there 	are 	“no 	written 	rules” 	on 	the 	customs
or standards of professionals’ eligibility for tournament prizes
and 	said, 	“I 	am 	aware 	that 	there 	are 	some 	golfers 	that
believe 	as 	I 	do. 	There 	are 	also 	other 	golfers 	that 	believe
3. Nate Wade’s Expert originally responded, “Yes, I believe it
would 	be 	reasonable,” 	without 	the 	qualification. 	He 	later
clarified this response, under rule 30(e) of the Utah Rules of Civil
Procedure, by adding, “Yes, I believe it would be reasonable
under some circumstances.” (Emphasis added.) Wayment objected
to this clarification, arguing that the district court should strike it
because, although timely under rule 30(e), it was made after
Wayment had filed his motion for summary judgment. The
district court declined to resolve this objection because “the
clarification did not alter [its] decision.” Specifically, the court
concluded that the addition of “under some circumstances” was
still a “definitive answer” because Nate Wade’s Expert “knew
the circumstances of this situation.”

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differently. There is currently no uniformity of opinion on these
issues.”4
The Judgment
¶8 	Relying 	on 	the 	opinions 	expressed 	by 	both 	parties’
experts, Wayment moved for summary judgment on his breach
of contract claim, which the district court granted. The court
determined it was undisputed that Nate Wade sponsored a hole-
in-one contest at the golf tournament, and that by sponsoring
that contest, Nate Wade agreed to reward a participant who hit
the ball into the eighth hole with one stroke “based on whatever
terms a reasonable contestant could understand.” The court then
identified the relevant questions as (1) whether Nate Wade
manifested an intent to reward a hole in one with the Subaru
and (2) whether it was reasonable for Wayment to believe that
he, as a professional, was eligible to win the prize.
¶9 	Based on the rule sheet, the sign on the eighth hole
identifying Nate Wade as the hole’s sponsor, and the new
Subaru 	parked 	next 	to 	the 	eighth-hole 	tee 	box, 	the 	court
concluded it was “reasonable for participants to think that they
could win a car by making a hole-in-one . . . if they were an
amateur.” The court then concluded that because Nate Wade did
not manifest its subjective intent to limit the contest to amateur
golfers, it was reasonable for Wayment, as a professional golfer,
to believe he was eligible to win the Subaru. In reaching this
conclusion, 	the 	court 	reasoned 	that 	there 	was 	no 	dispute
4. After first signing a declaration for Nate Wade, this individual
signed a subsequent declaration for Wayment, expressing the
opinion above but stating that he had “no desire to participate in
th[e] case or to serve as an expert” and that he would “decline
any such invitation” to serve as an expert in this case. Neither
party moved to strike either one of his declarations.

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between the parties’ experts. Specifically, the court concluded
that the statement of Nate Wade’s Expert that “it would be
reasonable under some circumstances” for Wayment to believe
he was eligible for the prize contest was a “definitive answer”
because he knew the circumstances of the situation.
¶10 	Discerning no material factual dispute, the district court
concluded summary judgment was appropriate and granted
Wayment’s motion. Nate Wade appeals.
ISSUE AND STANDARD OF REVIEW
¶11 	Nate Wade contends that the district court improperly
granted summary judgment in favor of Wayment on his claim
for breach of contract. Summary judgment is appropriate “if the
moving party shows that there is no genuine dispute as to any
material fact and the moving party is entitled to judgment as a
matter of law.” Utah R. Civ. P. 56(a). “We review the district
court’s summary judgment ruling for correctness and view all
facts 	and 	reasonable 	inferences 	in 	favor 	of 	the 	nonmoving
party.” USA Power, LLC v. PacifiCorp, 2010 UT 31, ¶ 28, 235 P.3d
749 (quotation simplified). And even where “the objective facts
are undisputed,” the “reasonable inferences made from those
undisputed facts can . . . create a genuine issue of material fact”
precluding summary judgment. Id. ¶ 33. A contrary rule, our
supreme court has noted, “would diminish the important role
reasonable inferences play” in a summary judgment decision. Id.
ANALYSIS
¶12 	Nate 	Wade 	argues 	that 	the 	district 	court 	erred 	in
concluding, as a matter of law, that when Wayment made a hole
in one on the eighth hole of the charity golf tournament, he
accepted a binding offer from Nate Wade to award him a new
Subaru. More specifically, Nate Wade argues that summary

Wayment v. Schneider Automotive Group
20161090-CA 	7 	2019 UT App 19
judgment was inappropriate because “not one golfer was told,
orally or in writing, that they would win a car by hitting a hole-
in-one.” 	It 	argues 	that 	the 	burden 	is 	“on 	Wayment 	to
demonstrate . . . a sufficiently clear manifestation of intent to
offer the [Subaru] to everyone, including professional golfers.”
Without any writing or statement about the hole-in-one contest’s
conditions, Nate Wade asserts that “there was no such offer or,
at the very least, there is a fact question that precluded summary
judgment.”
¶13 	Before 	addressing 	Nate 	Wade’s 	arguments 	about 	the
propriety of summary judgment, we find it helpful to label the
type of contract in play here. Both parties agree that, to the
extent a contract exists between Nate Wade and Wayment, it is a
unilateral contract. A unilateral contract “is where one party
makes a promissory offer and the other accepts by performing
an act rather than by making a return promise.” Z-Corp v.
Ancestry.com Inc., 2016 UT App 192, ¶ 5 n.3, 382 P.3d 652
(quotation simplified). This is the case in “prize-winning contests
. . . where an offer or promise is made in exchange for an act to
be performed on the part of the contestant.” Walters v. National
Beverages, Inc., 422 P.2d 524, 525 (Utah 1967). Accordingly, “the
performance of th[e] act is an acceptance of the offer and results
in a binding contract.” Id.; see also Mallory v. Brigham Young
Univ., 2014 UT 27, ¶ 23 n.11, 332 P.3d 922 (explaining that a
“meeting of the minds” occurs and a “unilateral contract is
established 	if 	and 	when 	the 	offeree 	begins 	substantial
performance” (quotation simplified)).
¶14 	We also think it plain that the contract here would be
implied in fact, not express. An express contract, as its name
suggests, is “expressed in words.” Gleason v. Salt Lake City, 74
P.2d 1225, 1227 (Utah 1937). By contrast, an implied-in-fact
contract 	is 	“established 	by 	conduct.” 	Jones 	v. 	Mackey 	Price
Thompson & Ostler, 2015 UT 60, ¶ 44, 355 P.3d 1000; Outsource
Receivables Mgmt., Inc. v. Bishop, 2015 UT App 41, ¶ 6, 344 P.3d

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1167; see also Restatement (Second) of Contracts § 19 cmt. a (Am.
Law Inst. 1981) (“Conduct may often convey as clearly as words
a promise or an assent to a proposed promise.”).
¶15 	The 	existence 	of 	an 	express contract is “ordinarily 	a
question of law.” E.g., Cea v. Hoffman, 2012 UT App 101, ¶ 9, 276
P.3d 1178. “When the existence of a contract and the identity of
its parties are not in issue and when the contract provisions are
clear 	and 	complete, 	the 	meaning 	of 	the 	contract 	can
appropriately be resolved by the court on summary judgment.”
iDrive Logistics LLC v. IntegraCore LLC, 2018 UT App 40, ¶ 36, 424
P.3d 970 (quotation simplified).
¶16 	The existence of an implied-in-fact contract, however, “is
a question of fact which turns on the objective manifestations of
the parties’ intent and is primarily a jury question.” Tomlinson v.
NCR Corp., 2014 UT 55, ¶ 12, 345 P.3d 523 (quotation simplified).
A court may properly determine the existence of an implied-in-
fact contract as a matter of law if the evidence of the contract is
not in dispute and admits of only one inference. See id.; see also
Sanderson v. First Sec. Leasing Co., 844 P.2d 303, 306 (Utah 1992)
(“If a reasonable jury cannot find that an implied contract exists,
summary judgment is appropriate.”). But a jury question is
presented when the existence of an implied-in-fact contract is in
dispute 	and 	reasonable 	minds 	could 	differ 	regarding 	the
meaning of the parties’ objective manifestations. See Judge v. Saltz
Plastic Surgery, PC, 2016 UT 7, ¶ 19, 367 P.3d 1006 (“In cases
where reasonable minds could differ . . . summary judgment is
not an option. If the court . . . concludes that reasonable minds
could differ . . . , then the issue is a jury question.” (quotation
simplified)); see also, e.g., Francisconi v. Union Pac. R.R., 2001 UT
App 	350, 	¶¶ 	14–15, 	36 	P.3d 	999 	(holding 	that, 	because 	a
reasonable jury could find an implied-in-fact contract, summary
judgment was inappropriate); Wood v. Utah Farm Bureau Ins. Co.,
2001 UT App 35, ¶ 18, 19 P.3d 392 (same).

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20161090-CA 	9 	2019 UT App 19
¶17 	Here, 	a 	reasonable 	jury 	could 	find 	an 	implied-in-fact
contract between Nate Wade and Wayment, but would by no
means be obligated to find such a contract. Thus, “the issue
should not have been taken from the jury.” See Sachs v. Lesser,
2007 UT App 169, ¶ 25, 163 P.3d 662 (quotation simplified), rev’d
on other grounds, 2008 UT 87, 207 P.3d 1215. The undisputed facts
of this case include Nate Wade’s sponsorship sign on the eighth
hole, 	the 	parked 	Subaru, 	and 	the 	tournament 	rule 	sheet
indicating the hole-in-one contest. But none of those expressly
promised the Subaru to Wayment; we are instead left with
inferences to be drawn from the parties’ conduct. And what the
sign, 	car, 	and 	rule 	sheet 	mean—even 	though 	their 	factual
character is undisputed—is for the jury to decide. See USA
Power, LLC v. PacifiCorp, 2010 UT 31, ¶ 33, 235 P.3d 749.
¶18 	Letting a jury determine what was communicated by the
parties’ objective manifestations is especially important here
because, as both parties agree, “[t]here is no uniformity of
opinion among professional golfers as to whether they are
eligible 	for 	prizes 	in 	tournaments 	that 	are 	intended 	for
amateurs.” 	Nate 	Wade’s 	Expert 	testified 	that 	he 	personally
would 	not 	feel 	eligible 	to 	win 	a 	prize 	in 	a 	charity 	golf
tournament without checking with the tournament organizers
first. He added, however, that “it would be reasonable under
some circumstances” for Wayment to believe he was eligible for
the 	Subaru. 	The 	district 	court 	determined 	that 	this 	was 	a
“definitive answer,” but that determination does not by itself
make summary judgment appropriate in this context. With no
uniform standard, it is for a jury to decide what was reasonable
for Wayment to believe.5
5. The golf professional relied on by both parties similarly stated
that there is no uniformity of opinion in the golf community on
this issue and that some golfers believe that professionals are
(continued…)

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20161090-CA 	10 	2019 UT App 19
¶19 	This does not mean that Wayment’s subjective belief
alone is sufficient to create an enforceable contract. Nate Wade
suggests that the district court rested its summary judgment
decision on nothing more than Wayment’s subjective belief that
he was entitled to a car. Although we conclude that the court’s
decision was in error, we reject Nate Wade’s characterization of
that decision. The court erred in treating as dispositive the
agreement of the experts that it may have been reasonable for
Wayment to compete as a professional. But the court did not, as
Nate 	Wade 	contends, 	base 	its 	decision 	solely 	on 	what 	it
determined was Wayment’s subjective belief.
¶20 	In urging us to affirm, Wayment contends that summary
judgment was warranted because the facts are undisputed and
lead to only one reasonable conclusion. Specifically, he argues
that it is undisputed that Nate Wade intended to offer the
Subaru 	to 	amateurs 	and 	that 	the 	limitation 	excluding
professionals 	from 	the 	hole-in-one 	contest 	was 	never
communicated to the players. He therefore seeks to bind Nate
Wade to its intention of offering the Subaru but to ignore Nate
Wade’s intention to limit the offer to amateurs. This reasoning
might be correct if there were an express contract. See Jaramillo v.
Farmers Ins. Group, 669 P.2d 1231, 1233 (Utah 1983) (“It is well
established in the law that unexpressed intentions do not affect
the validity of a[n express] contract.”). But the difficulty in this
case is that there was no express promise. There is a sponsorship
sign, a parked car, and a rule sheet. There is also testimony that,
while not necessarily unreasonable to believe otherwise, some
professional 	golfers 	do 	not 	consider 	themselves 	eligible 	for
prizes unless explicitly told they are eligible. Thus, the fact that
(…continued)
ineligible and other golfers disagree. The fact that both parties
leaned on his opinion highlights that reasonable minds can differ
on whether Nate Wade extended an offer to Wayment.

Wayment v. Schneider Automotive Group
20161090-CA 	11 	2019 UT App 19
no one disputes the presence of the sign, car, or rule sheet during
the tournament is not enough to take the question from the jury
and deem a contract established as a matter of law. See USA
Power, 2010 UT 31, ¶¶ 32–33.6
¶21 	In 	sum, 	the 	existence 	of 	an 	implied-in-fact 	contract
depends on objective manifestations—conduct—and is typically
a jury question. Where reasonable minds could differ on the
meaning 	of 	the 	parties’ 	objective 	manifestations, 	summary
judgment is not an option. We hold that this is such a case. The
lack of a uniform standard demonstrates that, as is usually the
6. Wayment also places some reliance on three out-of-state cases
involving hole-in-one contests that held that uncommunicated
conditions did not limit the expressed offers made. Grove v.
Charbonneau Buick-Pontiac, Inc., 240 N.W.2d 853 (N.D. 1976);
Cobaugh v. Klick-Lewis, Inc., 561 A.2d 1248 (Pa. Super. Ct. 1989);
Harms v. Northland Ford Dealers, 1999 SD 143, 602 N.W.2d 58. In
addition to being nonbinding, we also conclude that these cases
are distinguishable. All three concerned express promises from
the sponsor of the tournaments that whoever made a hole in one
was entitled to a prize. Grove, 240 N.W.2d at 855; Cobaugh, 561
A.2d at 1249; Harms, 1999 SD 143, ¶ 4. Here, we have a potential
implied-in-fact contract that must be determined by inferring
intent from Nate Wade’s objective manifestations. Moreover,
Grove relied on a statute directing courts to construe ambiguous
language against the party who created the ambiguity—that is,
the drafters of that language—and Harms in turn relied on Grove.
Grove, 240 N.W.2d at 858, 862; Harms, 1999 SD 143, ¶¶ 14–15.
Wayment does not direct us to, and we are not aware of, any
authority that would require us to construe manifestations of
intent against an actor. Although the intent behind Nate Wade’s
objective manifestations may not be immediately apparent, it is
not a contractual ambiguity in the usual sense. It simply presents
a jury question.

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case for implied-in-fact contracts, this is a jury question. Nate
Wade’s 	Expert’s 	testimony 	that 	it 	was, 	at 	least 	potentially,
reasonable for Wayment to believe he was eligible for the contest
prize did not remove all debate on the issue and establish a
contract as a matter of law. A reasonable jury could conclude
that, based on Nate Wade’s objective manifestations, Nate Wade
intended 	to 	exclude 	professional 	golfers 	from 	winning 	the
Subaru. Or it could conclude otherwise. Because both options
are possible, it was inappropriate to grant summary judgment in
this instance.
CONCLUSION
¶22 	We reverse the district court’s order granting summary
judgment to Wayment and remand for further proceedings
consistent with this opinion.

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APPENDIX
The tournament rule sheet:
The sponsorship sign on the eighth hole: