North Silo Resources, LLC, a Delaware limited liability company v. Kirstin J. Deselms Singletree Land, LLC, a Wyoming limited liability company Hugh Deselms Paul A. Woods Cheryl S. Woods Shelli R. Woods Cody S. Woods Charlotte Joan Hutton Hutton Family Partnership Mike Hutton and Hutton Minerals, LLC, a Wyoming limited liability company , 2022 WY 116 ( 2022 )

THE SUPREME COURT, STATE OF WYOMING
2022 WY 116APRIL TERM, A.D. 2022
September 22, 2022
NORTH SILO RESOURCES, LLC, a
Delaware limited liability company,
Appellant
(Plaintiff),
v.
KIRSTIN J. DESELMS; SINGLETREE
LAND, LLC, a Wyoming limited liability
company; HUGH DESELMS; PAUL A. S-21-0267, S-21-0291
WOODS; CHERYL S. WOODS; SHELLI
R. WOODS; CODY S. WOODS;
CHARLOTTE JOAN HUTTON;
HUTTON FAMILY PARTNERSHIP;
MIKE HUTTON and HUTTON
MINERALS, LLC, a Wyoming limited
liability company,
Appellees
(Defendants).
Appeal from the District Court of Laramie County
The Honorable Thomas T.C. Campbell Judge
Representing North Silo Resources, LLC:
Warren W. Harris and Stephani A. Michel, Bracewell LLP, Houston, Texas;
Anthony T. Wendtland, Wendtland & Wendtland LLP, Sheridan, Wyoming;
William E. Sparks and Nicol T. Kramer, Beatty & Wozniak, P.C., Denver,
Colorado, and Casper, Wyoming. Argument by Mr. Wendtland.
Representing Kirstin J. Deselms; Singletree Land, LLC; and Hugh Deselms:
Kristopher C. Koski and Justin A. Daraie, Long Reimer Winegar LLP, Cheyenne,
Wyoming. Argument by Mr. Daraie.
Representing Paul A. Woods and Cheryl S. Woods:
Alexander K. Davison and Patrick D. Kent, Patton & Davison LLC, Cheyenne,
Wyoming. Argument by Mr. Kent.
Representing Shelli R. Woods and Cody S. Woods:
No appearance.
Representing Charlotte Joan Hutton; Hutton Family Partnership; Mike Hutton; and
Hutton Minerals, LLC:
J. Mark Stewart, Davis & Cannon, LLP, Cheyenne, Wyoming. Argument by Mr.
Stewart.
Before FOX, C.J., and KAUTZ, BOOMGAARDEN, GRAY, and FENN, JJ.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are
requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of
any typographical or other formal errors so that correction may be made before final publication in the
permanent volume.
GRAY, Justice.
[¶1] This case arises from a dispute over mineral ownership and the corresponding rights
of a mineral lessee. Appellant North Silo Resources, LLC (North Silo), the mineral lessee,
sought a declaratory judgment and to quiet title in certain minerals underlying property in
Laramie County, Wyoming. It also asserted a claim for breach of lease against the mineral
owner. The district court held that North Silo did not have standing to quiet title or to claim
breach of its lease and that its mineral lease encumbers only 50% of the mineral estate.
North Silo appeals. We find North Silo’s lease encumbers 100% of the mineral estate.
North Silo had standing to quiet title and standing to assert a claim for breach of lease. We
reverse and remand.
ISSUES
[¶2] While the parties present varying issue statements, the dispositive issues are:
1. What minerals are encumbered by North Silo’s mineral
lease?
2. Does North Silo have standing to assert a claim seeking to
quiet title to its leasehold and for breach of lease?
FACTS
Initial Conveyances to the Huttons and the Woods
[¶3] In 1987, C Bar J Ranches, Inc. (C Bar J) owned 100% of the surface and minerals
of property located in Laramie County, Wyoming (Property). 1 On May 7, 1987, C Bar J
sold the Property to William R. Hutton and Charlotte J. Hutton (the Huttons) and provided
them a warranty deed (the C Bar J-Hutton Deed). The C Bar J-Hutton Deed conveyed the
Property and one-half of the existing mineral rights. It reserved “One-Half of the existing
mineral rights for 20 years” and provided that “At the end of the 20 years, the mineral rights
are to become the property of the purchasers.”
[¶4] On April 27, 1992 (before C Bar J’s twenty-year reserved mineral interest
terminated), the Huttons sold the Property to the Woods defendants by a contract for deed
(Woods Contract for Deed). The Woods Contract for Deed was memorialized in a
memorandum of sale recorded in April 1992. A warranty deed conveying the Property to
1
The Property is described as:
Township 17 North, Range 64 West of the 6th P.M. Laramie County,
Wyoming:
Section 25: All
Section 35: All, Except Right of Way for U.S. Highway 85.
1
the Woods (the Hutton-Woods Deed) was held in escrow pending the Woods’ performance
of their obligations under the contract for deed. In the Hutton-Woods Deed, the Huttons
granted the Woods “all rights” to the Property, but reserved a life estate in all minerals
owned by the Huttons and the right to develop those minerals during their lifetime:
[The Huttons] reserve to [themselves] for the period of
their lives, all minerals, including oil and gas they may own,
that may be on, in, under or produced from the above described
land.
[The Huttons and the Huttons’] assigns shall, during
their lives, have the exclusive right and privilege of making,
executing and delivering leases of the land for the extraction or
production of minerals. On termination of this reservation, the
interest reserved shall be owned by [the Woods and the
Woods’] heirs and assigns.
In 2008, the Woods fulfilled the terms of the Woods Contract for Deed and recorded the
Hutton-Woods Deed.
Subsequent Conveyances by the Woods
[¶5] Also in 2008, the Woods entered into two separate contracts for deed, one with
Kirstin Deselms and one with Hugh Deselms (collectively, the Woods-Deselms Contracts
for Deed). By these deeds, the Woods conveyed the Property and “one-half of the oil, gas,
and other minerals” the Woods “now owned” or would “later acquire[]” and reserved the
other half for their lives and their children’s lives. The Woods-Deselms Contracts for Deed
provided:
Buyer acknowledges and agrees that all mineral rights
associated with the Property were previously reserved by
William and Joanne [Charlotte] Hutton for their joint lifetimes,
and that it cannot be determined with certainty when Sellers
will acquire clear title to the mineral rights associated with the
Property.
Kirstin Deselms and Hugh Deselms completed their obligations under the Woods-Deselms
Contracts for Deed and recorded warranty deeds in 2013 (the Woods-Deselms Deeds). In
2015, Kirstin Deselms conveyed her interest in the Property to Singletree Land, LLC.
2
Subsequent Conveyances by the Huttons
[¶6] In November 1994, the Huttons quitclaimed “all rights, title, any interest owned,
claimed, or held . . . in and to the mineral rights and interest in and to real property” to The
Hutton Family Partnership. In October 2016, The Hutton Family Partnership quitclaimed
“all of its interest in and to all the oil, gas and other minerals in and under and that may be
produced” from the Property to Hutton Minerals, LLC. We refer to the Huttons, The
Hutton Family Partnership, and Hutton Minerals, LLC, as “the Huttons” unless context
requires a distinction to be made.
[¶7] In 2010, after C Bar J’s twenty-year reserved mineral interest terminated, the
Huttons leased “all of” their oil and gas mineral interests under the Property to Cirque
Resources (Cirque). The lease provided Cirque an option to extend. Cirque exercised its
option in 2015. Through a series of assignments in 2018 and 2019, North Silo acquired
Cirque’s interests under the lease and is the current mineral lessee.
The Dispute and the District Court’s Rulings
[¶8] The parties dispute the mineral ownership created by the outlined conveyances.
[¶9] North Silo asserts that the 1987 C Bar J-Hutton Deed transferred one-half of the
minerals to the Huttons outright, and one-half of the minerals to the Huttons as a vested
remainder subject to C Bar J’s twenty-year reservation. Therefore, the Huttons own a life
estate in 100% of the minerals and the corresponding executory rights. These interests are
measured by the lives of William R. Hutton and Charlotte J. Hutton. Accordingly, North
Silo argues that its mineral lease encumbers 100% of the minerals.
[¶10] The remaining parties interpret the transactions differently. They assert the minerals
reserved by C Bar J were unvested, and that they did not vest in the Huttons in 1987, and
had not vested when the Huttons sold the property to the Woods in 1992. The Huttons’
reservation of a life estate in “all minerals, including oil and gas they may own, that may
be on, in, under or produced from” the Property was limited to the minerals conveyed and
did not include the minerals reserved by C Bar J. The reserved, unvested minerals
transferred to the Woods when the twenty-year contingency expired. They assign mineral
ownership as follows:
• The Hutton Family Partnership owns a life estate in 50% of the minerals, measured
by the lives of William R. Hutton and Charlotte J. Hutton;
• The Woods received the 50% C Bar J remainder and subsequently sold half of this
interest and half of their future interest in the Huttons’ 50% of the minerals to the
Deselms. They own a present life estate in 25% of the minerals obtained when the
C Bar J reservation expired—measured by the lives of the Woods and their
3
children—and they own a life estate in a future interest in 25% of the minerals
reserved by the Huttons;
• Singletree Land, LLC, and Hugh Deselms own a present interest in 25% of the
minerals, a future interest in 25% of the minerals reserved by the Huttons, and a
future interest in the remaining minerals reserved by the Woods in the Woods-
Deselms Deeds.
From this position, these parties assert that North Silo’s lease encumbers only 50% of the
minerals—those minerals subject to the Hutton life estate. In August 2019, the Huttons,
Woods, Deselms, and Singletree executed a “Stipulation of Interests and Cross-
Conveyance” (the Stipulation) stipulating to the apportionment of mineral ownership set
forth above. They filed the Stipulation with the county clerk. 2
[¶11] North Silo filed this lawsuit, seeking a declaration as to the percent of the mineral
estate encumbered by its lease. It asserted claims for quiet title to its mineral lease, slander
of title, bona fide purchaser of the mineral lease, and breach of the lease. The defendants
filed motions to dismiss, which the district court largely granted. It dismissed North Silo’s
claims for slander of title and bona fide purchaser. Concluding that North Silo had no
standing to quiet title or to claim breach of its lease, it also dismissed North Silo’s claims
to quiet title and for breach of lease. The district court allowed North Silo to proceed with
its declaratory judgment claim.
[¶12] The Woods, Singletree Land, LLC, and Hutton Minerals, LLC, filed counterclaims.
Following discovery, all parties filed motions for summary judgment. The summary
judgment motions focused on North Silo’s claim for a declaration determining the mineral
ownership percentages encumbered by its lease. The district court found that the
defendants had “stipulated to the exact meaning and intent of the entire record title” and
concluded that the Huttons owned only 50% of the minerals and North Silo’s lease covered
“only . . . Hutton Minerals 50% mineral interest in the Property measured by the life estate
of Charlotte J. Hutton.” 3 North Silo appeals.
DISCUSSION
I. What minerals are encumbered by North Silo’s mineral lease?
2
This stipulation is discussed in more detail, infra at ¶¶ 17–20.
3
The district court issued a pretrial decision letter in which it effectively dismissed the Woods, Deselms,
and Singletree Land, LLC, Wyoming Royalty Payment Act (WRPA) counterclaims. The remaining claims
were the Huttons’ counterclaims for violations of the WRPA and the other defendants’ counterclaims for
conversion, accountings, and breaches of the surface use and access agreement. The court held a three-day
bench trial and found against North Silo on most of these claims. North Silo appealed. It subsequently
appealed the district court’s attorney’s fees and costs orders. Those appeals have been consolidated here.
4
A. Standard of Review
[¶13] W.R.C.P. 56(a) governs summary judgments:
A party may move for summary judgment, identifying each
claim or defense—or the part of each claim or defense—on
which summary judgment is sought. The court shall grant
summary judgment if the movant shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.
“We review a district court’s order granting summary judgment de novo and afford no
deference to the district court’s ruling. This Court reviews the same materials and uses the
same legal standard as the district court.” Bd. of Trs. of Laramie Cnty. v. Bd. of Cnty.
Comm’rs of Laramie Cnty., 2020 WY 41, ¶ 6, 460 P.3d 251, 254 (Wyo. 2020) (citations
omitted) (quoting Est. of Weeks by & through Rehm v. Weeks-Rohner, 2018 WY 112, ¶ 15,
427 P.3d 729, 734 (Wyo. 2018)); Int’l Ass’n of Firefighters Loc. Union No. 279 v. City of
Cheyenne, 2013 WY 157, ¶ 8, 316 P.3d 1162, 1165 (Wyo. 2013).
B. Interpretation of Deed and Lease Terms
[¶14] When we interpret contracts, our goal is to determine the intent of the parties to the
document. BNSF Ry. Co. v. Box Creek Min. Ltd. P’ship, 2018 WY 67, ¶ 19, 420 P.3d 161,
166 (Wyo. 2018). Deeds and mineral leases are contracts, and we apply our typical contract
interpretation principles to them. Ecosystem Res., L.C. v. Broadbent Land & Res., LLC,
2012 WY 49, ¶ 12, 275 P.3d 413, 417 (Wyo. 2012); Sutherland v. Meridian Granite Co.,
2012 WY 53, ¶ 8, 273 P.3d 1092, 1095 (Wyo. 2012). As with all contracts, in construing
deeds affecting mineral interests, this Court focuses “on the general intent of the parties,
concentrating on the purpose of the grant in terms of the respective manner of enjoyment
of surface and mineral estates and the exploitation of the mineral resources involved.”
Caballo Coal Co. v. Fid. Expl. & Prod. Co., 2004 WY 6, ¶ 11, 84 P.3d 311, 315 (Wyo.
2004) (citations omitted).
[¶15] We begin by looking at the document itself and the “specific language” of the
document. BNSF, ¶ 19, 420 P.3d at 166 (quoting Gilstrap v. June Eisele Warren Tr., 2005
WY 21, ¶ 12, 106 P.3d 858, 862 (Wyo. 2005)). We give words “their plain and ordinary
meaning. Plain meaning is that meaning which the language would convey to reasonable
persons at the time and place of its use.” BNSF, ¶ 20, 420 P.3d at 166 (quoting Gilstrap,
¶ 12, 106 P.3d at 862); see also Caballo, ¶ 11, 84 P.3d at 315 (in construing mineral deeds,
the Court applies a “historical context analysis” to the words used in the deed).
If the language of the contract is clear and unambiguous, then
we secure the parties’ intent from the words of the agreement
5
as they are expressed within the four corners of the contract.
Common sense and good faith are leading precepts of contract
construction, and the interpretation and construction of
contracts is a matter of law for the courts. We have also
recognized that the language of a contract is to be construed
within the context in which it was written, and the court may
look to the surrounding circumstances, the subject matter, and
the purpose of the contract to ascertain the intent of the parties
at the time the agreement was made.
Wadi Petroleum, Inc. v. Ultra Res., Inc., 2003 WY 41, ¶ 11, 65 P.3d 703, 708 (Wyo. 2003)
(citations omitted) (quoting Williams Gas Processing--Wamsutter Co. v. Union Pac. Res.
Co., 2001 WY 57, ¶ 12, 25 P.3d 1064, 1071 (Wyo. 2001)) (citing Boley v. Greenough,
2001 WY 47, ¶ 11, 22 P.3d 854, 858 (Wyo. 2001); Newman v. RAG Wyoming Land Co.,
2002 WY 132, ¶¶ 11–12, 53 P.3d 540, 544 (Wyo. 2002)). See also Ecosystem, ¶ 12, 275
P.3d at 417–18 (In construing an unambiguous contract, we may “examine evidence of the
circumstances surrounding the execution of the deed to arrive at the parties’ intent.
Relevant considerations may include the relationship of the parties, the subject matter of
the contract, and the parties’ purpose in making the contract.” (citations omitted)).
[¶16] “However, if the meaning of a contract is ambiguous or not apparent, it may be
necessary to use evidence in addition to the contract itself in order to determine the
intention of the parties. In such instances, interpretation of the contract becomes a mixed
question of law and fact.” Wadi Petroleum, ¶ 12, 65 P.3d at 708 (citations omitted). “An
ambiguous contract is one which is obscure in its meaning because of indefiniteness of
expression or because of a double meaning being present.” BNSF, ¶ 22, 420 P.3d at 167
(quoting Wadi Petroleum, ¶ 12, 65 P.3d at 708). Whether an ambiguity exists is a question
of law for the court to determine. Caballo, ¶ 11, 84 P.3d at 315 (citations omitted).
C. The August 2019 Stipulation
[¶17] In August 2019, the defendants executed a “Stipulation of Interests and Cross-
Conveyance” (the Stipulation). Neither C Bar J nor William R. Hutton were parties to the
stipulation. The Stipulation states it is “effective for all purposes as of May 13, 2008” and
provides that its intent is “to clarify and forever resolve such title issues pertaining to all
right, title and interest in and to all oil, gas and other minerals in, on and under” the
Property. The Stipulation states that the parties to the C Bar J-Hutton Deed intended “to
reserve to [C Bar J] one-half (1/2) of the fee mineral interest in [the Property] until May 7,
2007, upon which said date the one-half (1/2) term mineral interest would lapse vesting the
then owners of [the Property] with said one-half (1/2) mineral interest[.]” (Emphasis
added.) The Stipulation also states that it was the intent of the Hutton-Woods Deed to
“reserve, to [the Huttons], the mineral interest owned [by them] at the time being one-half
6
(1/2) of the minerals in, on and under [the Property].” Finally, the Stipulation declares
that:
it was the intent of the [Hutton-Woods Deed] that [the Huttons]
were provided with the exclusive right to lease said one-half
(1/2) mineral interest for the exploration and production of oil
and gas during the lives of William R. Hutton and Charlotte J.
Hutton but that any lease so executed by [the Huttons] of the
1994 Warranty Deed, or their assigns, would be effective only
for the lives of William R. Hutton and Charlotte J. Hutton and
that the remaindermen would be free to enter into their own oil
and gas lease(s) covering said one-half (1/2) mineral interest
following the deaths of [the Huttons].
[¶18] The district court gave “great weight” to the Stipulation in determining ownership
of the mineral rights and concluded the Huttons owned a life estate in 50% of the minerals.
North Silo argues that the district court’s reliance on the Stipulation disregarded our
longstanding rules of contract interpretation. 4 We agree.
[¶19] It is well-settled that courts may consider extrinsic evidence “where the terms of an
agreement are ambiguous or are used in some special or technical sense not apparent from
the contractual document itself[.]” Caballo, ¶ 11, 84 P.3d at 315 (quoting Hickman v.
Groves, 2003 WY 76, ¶ 11, 71 P.3d 256, 259 (Wyo. 2003)); see also Jacobs Ranch Coal
Co. v. Thunder Basin Coal Co., LLC, 2008 WY 101, ¶ 16, 191 P.3d 125, 131 (Wyo. 2008).
In those instances, “the court may look beyond the four corners of the agreement in order
to determine the meaning intended by the parties.” Caballo, ¶ 11, 84 P.3d at 315 (quoting
Hickman, ¶ 11, 71 P.3d at 259). Courts may also look to extrinsic evidence when
considering whether a contract is ambiguous. Id. We have explained that in doing so,
courts “may consider extrinsic evidence bearing upon the meaning of the written terms,
such as evidence of local usage and of the circumstances surrounding the making of the
contract. However, the court may not consider the parties’ own extrinsic expressions
of intent.” Id. (emphasis added) (quoting Hickman, ¶ 11, 71 P.3d at 260).
[E]vidence of the parties’ intent regarding what particular
terms in their agreement mean is considered only when the
contract is ambiguous. Because we use an objective approach
to interpret contracts, evidence of a party’s subjective intent is
4
North Silo also contends that the Stipulation is legally unsound because it does not include signatures of
all the original parties to the deeds in the chain of title (C Bar J or its agents, and William Hutton) and
because North Silo recorded its leases prior to the execution of the Stipulation, was not a party to the
Stipulation, and did not ratify it. We do not address these arguments.
7
not admissible, regardless of whether the court determines a
contract is ambiguous or clear.
Ultra Res., Inc. v. Hartman, 2010 WY 36, ¶ 23, 226 P.3d 889, 905 (Wyo. 2010) (citing
Wells Fargo Bank Wyo., N.A. v. Hodder, 2006 WY 128, ¶ 31, 144 P.3d 401, 412 (Wyo.
2006); Omohundro v. Sullivan, 2009 WY 38, ¶ 24, 202 P.3d 1077, 1084–85 (Wyo. 2009)).
[¶20] The Stipulation is an after-the-fact expression of intent endorsed by some, but not
all, parties to the deeds at issue. It is subjective intent evidence that our rules of contract
(and deed) interpretation exclude from a court’s consideration. It was improper for the
district court to consider the Stipulation, and we disregard it here. We, as required by our
rules of interpretation, begin our analysis by looking to the language of the deeds.
D. The Relevant Deeds and Their Language
[¶21] The conveyances from C Bar J to the Huttons and from the Huttons to the Woods
are determinative as to mineral ownership and consequently to the minerals encumbered
by North Silo’s current lease.
[¶22] The parties do not dispute that after the conveyance, the Huttons owned all the
surface estate and one-half of the mineral estate. They disagree about the effect of the C
Bar J reservation. North Silo claims the C Bar J-Hutton Deed vested title to one-half of
the minerals in the Huttons outright and gave them a vested remainder in the other half of
the minerals which C Bar J had reserved. After twenty years, the Huttons realized the
remainder, giving them a life estate in 100% of the minerals. The remaining parties assert
the reserved minerals did not transfer to the Huttons. The resolution of this dispute informs
the interpretation of all subsequent deeds and leases. We turn first to the C Bar J-Hutton
Deed.
1. What was conveyed by the C Bar J-Hutton Deed, and to whom was it
conveyed?
[¶23] C Bar J reserved “One-Half of the existing mineral rights for 20 years” and “At the
end of the 20 years, the mineral rights [were] to become the property of the purchasers.”
North Silo contends that, correctly interpreted, the C Bar J-Hutton Deed vested a future
interest in the reserved minerals in the Huttons. The remaining parties argue that the
Huttons had only a contingent remainder, and ownership of the reserved minerals had not
yet vested in the Huttons when they sold the property to the Woods. They claim the
contingency is rooted in the term “purchasers.” They assert “purchasers” refers to the
owner of the property at the end of the twenty-year reservation and not to the Huttons, who
are elsewhere referred to in the deed as “grantees.” They contend the Woods owned the
Property when the twenty years expired, making the Woods the “purchasers” and owners
of the reserved minerals rights.
8
[¶24] We find the deed to be unambiguous and look to the plain language of the deed to
determine the ownership interests reserved and conveyed. C Bar J reserved one-half of the
mineral estate for a definite term, twenty years. See Williams v. Watt, 668 P.2d 620, 625–
36 (Wyo. 1983); Restatement (Third) of Prop.: Wills and Donative Transfers § 24.6 (Am.
L. Inst. 2011) (“The term of years is a present interest that terminates on the expiration of
a term that is measured in one or more years . . . .”). C Bar J retained a present interest in
the reserved half of the mineral estate. It conveyed the remainder of this interest on the
expiration of twenty years. A remainder is a future interest created in a transferee. See
Restatement (Third) of Prop.: Wills and Donative Transfers § 25.2; 3 David A. Thomas,
Thompson on Real Property § 23.02 (2012 & Supp. 2021). Remainders can be contingent
or vested. Thomas, supra, § 23.02. “A property interest vests at the point when no
contingency can defeat the interest.” Jackson as Tr. of Phillip G. Jackson Fam. Revocable
Tr. v. Montoya, 2020 WY 116, ¶ 24, 471 P.3d 984, 989 (Wyo. 2020) (quoting Shriners
Hosps. for Child. v. First N. Bank of Wyo., 2016 WY 51, ¶ 32, 373 P.3d 392, 404 (Wyo.
2016)).
The broad distinction between vested and contingent
remainders is this: In the first, there is some person in esse
known and ascertained, who, by the will or deed creating the
estate, is to take and enjoy the estate, and whose right to such
remainder no contingency can defeat. In the second, it depends
upon the happening of a contingent event, whether the estate
limited as a remainder shall ever take effect at all. The event
may either never happen, or it may not happen until after the
particular estate upon which it depended shall have been
determined, so that the estate in remainder will never take
effect.
Jackson, ¶ 24, 471 P.3d at 989 (quoting Shriners Hosps., ¶ 32, 373 P.3d at 404).
[¶25] In Williams, this Court considered mineral rights created by a grant excepting “an
undivided one-half interest in all oil, gas, and mineral rights in and under the balance of
the land for a period of 20 years . . . , and as long thereafter as [minerals] continue to be
produced therefrom . . . .” Williams, 668 P.2d at 629. We concluded that because the event
upon which Williams was “to take the mineral estate is one certain to occur,” Williams’
interest in the disputed minerals was a vested remainder. Id. at 632–33.
[¶26] The remainder created in the C Bar J-Hutton Deed was vested if some person,
“known and ascertained,” took the estate under terms that no contingency could defeat.
The passage of twenty years was certain to occur and was not a contingency that could be
defeated. We turn next to the use of the term “purchasers.” If the “purchasers” were the
Huttons, they were known and ascertained and their right to the remainder could not be
9
defeated. They had a vested remainder. If, on the other hand, “purchasers” did not refer
to the Huttons, there was no “known and ascertained” person to take the estate, and the
interest was a contingent remainder.
[¶27] The Woods argue they are the purchasers referred to in the deed because they had
purchased the Property when the twenty-year reservation expired. In support of their
argument, they point out that the deed does not specify that the mineral rights become the
property of the purchasers from the C Bar J after twenty years. The Deselms and
Singletree make similar arguments. They contend that while “the Huttons might have been
the purchasers” at the end of the twenty-year term, “it was not ‘certain and definite’ they
would be.”
[¶28] The C Bar J-Hutton Deed states that C Bar J “does . . . grant, . . . sell, CONVEY
AND WARRANT” the Property “for and in consideration of the sum of Ten Dollars
($10.00) and other valuable consideration.” The C Bar J-Hutton Deed refers to C Bar J as
“the GRANTOR” and “William R. Hutton and Charlotte J. Hutton, husband and wife” as
“the GRANTEE.” The deed conveyed the Property and “One-Half of the existing mineral
rights for 20 years” and stated that “At the end of the 20 years, the mineral rights are to
become the property of the purchasers.”
[¶29] Turning to the use of the word “purchasers” versus the use of the word “grantee” in
the C Bar J-Hutton Deed’s reservation clause, we give the terms “grantee” and “purchaser”
their plain and ordinary meaning. Gilstrap, ¶ 12, 106 P.3d at 862 (we interpret a “deed like
a contract from specific language [in] the deed,” and we give terms “their plain and
ordinary meaning” (citation and quotation marks omitted)). Black’s Law Dictionary
defines grantee as “[o]ne to whom property is conveyed.” Grantee, Black’s Law
Dictionary (11th ed. 2019). It defines purchaser as “[s]omeone who obtains property for
money or other valuable consideration; a buyer.” Purchaser, Black’s Law Dictionary.
While we can find no case that directly addresses these particular terms, many cases
address interchangeable or synonymous terms and find any differences to be without
distinction. See, e.g., Chevy Chase Land Co. v. United States, 733 A.2d 1055, 1063 (Md.
1999); Atlanta Dev. Auth. v. Clark Atlanta Univ., Inc., 784 S.E.2d 353, 358 (Ga. 2016);
Statham v. Kelly, 584 S.E.2d 246 (Ga. 2003); Corlett v. Cox, 333 P.2d 619, 621 (Colo.
1958). Other cases have indirectly addressed the terms “grantee” and “purchaser” which
are often used interchangeably. See, e.g., Choice Pers. No. Four, Inc. v. 1715 Johanna
Square Ltd., No. 01-05-00830-CV, 2007 WL 1153046, at *5–6 (Tex. App. Apr. 13, 2007)
(the terms “grantee” and “purchaser” were used interchangeably in the deed in question,
and the court found the grantee was the purchaser); Home Builders v. Jones, 157 S.E. 521,
521 (Ga. Ct. App. 1931) (the court explained that “the purchaser” was the “grantee in the
deed”). Any distinction is without significance when the deed itself unambiguously
manifests the intent of the parties. See O’Brien v. Vill. Land Co., 794 P.2d 246, 250 (Colo.
1990).
10
[¶30] When we interpret deed language, we apply common sense, Wadi Petroleum, ¶ 11,
65 P.3d at 708, and give terms the “meaning [the] language would convey to reasonable
persons at the time and place of its use.” Gilstrap, ¶ 12, 106 P.3d at 862. It contravenes
common sense that at the time of the conveyance, “purchasers” would refer to
uncontemplated future purchasers who might buy the property from the Huttons on some
unknown future date. In the C Bar J-Hutton Deed, the designations “grantee” and
“purchasers” were used synonymously. The Huttons were the grantees and the purchasers.
[¶31] Even if we were to conclude that “the purchasers” is an ambiguous term, the parties’
course of conduct after the conveyance is consistent with North Silo’s interpretation of the
deed. “Course of conduct evidence may properly be considered in interpreting an
ambiguous contract.” Whitney Holding Corp. v. Terry, 2012 WY 21, ¶ 29, 270 P.3d 662,
671 (Wyo. 2012) (citing B & R Builders v. Beilgard, 915 P.2d 1195, 1198 (Wyo. 1996)).
In Whitney Holding we observed:
The Terrys acted at all times as the owners of the mineral estate
that was burdened by the Zimmerman life estate. The Terrys
executed and filed affidavits of survivorship reflecting
termination of the Zimmerman life estate after Mr.
Zimmerman died in 1988. They entered into several oil and
gas lease agreements. They at all times acted as owners of the
mineral estate. Whitney, on the other hand, did nothing. It
took no action of any kind, until this lawsuit, to reflect that it
claimed any interest in the mineral estate. The course of
conduct evidence was properly relied upon by the district court
to interpret the deed and supports the district court’s decision.
Whitney Holding, ¶ 29, 270 P.3d at 671.
[¶32] Here, the Huttons acted as owners of all the mineral rights in the Property. They
executed an oil and gas lease with Cirque in 2010, and through 2015 they accepted bonus
payments under that lease for 100% of the net mineral acreage. The Appellees did nothing
indicating they owned mineral interests during this time. In fact, in subsequent
transactions, they acknowledged that the Huttons owned a life estate in 100% of the
minerals. After acquiring the Property, the Woods sold the Property to the Deselms and in
each of these transactions the contracts for deed provided:
Buyer acknowledges and agrees that all mineral rights
associated with the Property were previously reserved by
William and [Charlotte] Hutton for their joint lifetimes,
and that it cannot be determined with certainty when Sellers
will acquire clear title to the mineral rights associated with the
Property.
11
(Emphasis added.)
[¶33] It was not until August 2019, after North Silo began drilling operations on the
property, that the Appellees took quarrel with the ownership of the mineral rights and
executed the Stipulation. See supra ¶¶ 17–20.
[¶34] In the C Bar J-Hutton Deed, the designations “grantee” and “purchasers” were used
synonymously. The C Bar J Deed identified the Huttons as the grantees. The Huttons paid
valuable consideration for the property making them the purchasers. Given the
unambiguous terms of the C Bar J Deed, the Huttons received a vested remainder in the
reserved 50% of the minerals.
2. What did the Huttons reserve in the Hutton-Woods Deed?
[¶35] This brings us to the Hutton-Woods Deed. In 1992, the Huttons contracted to
transfer their interest in the Property to the Woods. C Bar J’s twenty-year reservation of
50% of the mineral interests had not expired. (Twenty years from May 7, 1987, the date
of the C Bar J-Hutton Deed, was May 7, 2007.) As stated above, the Huttons owned 50%
of the mineral interests and a vested remainder in the reserved mineral interests when they
contracted with the Woods. The Hutton-Woods Deed, filed after the Woods satisfied the
terms of the contract for deed in 2008, granted the Woods “all rights” to the Property with
reservations:
[The Huttons] reserve to [themselves,] for the period
of their lives, all minerals, including oil and gas they may
own, that may be on, in, under or produced from the above-
described land.
[The Huttons and the Huttons’] assigns shall, during
their lives, have the exclusive right and privilege of making,
executing and delivering leases of the land for the extraction or
production of minerals. On termination of this reservation, the
interest reserved shall be owned by [the Woods and the
Woods’] heirs and assigns.
(Emphasis added.)
[¶36] We first consider whether the Huttons reserved their vested remainder. Gilstrap
provides a framework for analyzing deeds with express reservations or exceptions:
there are three quanta of interest that must be ascertained in
order to construe a deed that contains a reservation. First, the
12
quantum of interest specified in the granting clause must be
determined. If the granting clause does not expressly limit the
grant to a lesser amount, then the quantum of interest
purportedly conveyed is 100 percent of all right, title and
interest. The next step in this process is to ascertain the
quantum of interest reserved in a subsequent clause.
The final quantum to be determined is that quantum of
interest the grantee is to receive under the deed. This amount
can be calculated by subtracting the quantum of interest
reserved to the grantor from the quantum of interest conveyed
in the granting clause.
Gilstrap, ¶ 14, 106 P.3d at 863 (quoting Cole v. Minor, 518 So. 2d 61, 63 (Ala. 1987)).
[¶37] The quantum of interest identified in the Hutton-Woods Deed granting clause is “all
rights” to the Property. The plain meaning leads us to conclude the Huttons conveyed
everything they owned, except as limited by the reservation. We next review the quantum
of interest reserved. The Huttons expressly reserved for their lifetimes “all minerals . . .
they may own.” They also reserved “during their lives, . . . the exclusive right and privilege
of making, executing and delivering leases of the land for the extraction or production of
minerals.” The district court concluded that the Huttons only owned 50% of the minerals,
and they reserved only those minerals that they owned.
[¶38] We held above that the Huttons owned a vested remainder in the C Bar J reserved
minerals when they executed the Hutton-Woods contract for deed. The question presented
is whether the Huttons’ reservation of “all minerals” they “may own” in the deed included
their vested remainder.
[¶39] In Williams v. Watt, Williams owned a vested remainder interest in the disputed
minerals. Supra ¶ 25; Williams, 668 P.2d at 632–33. He entered a contract for deed
conveying his property to Watt. The deed expressly excepted, “all of the oil, gas and
mineral rights . . . to which he is entitled under the present ownership . . . and which have
not been . . . reserved or conveyed by previous owners[.]” Williams, 668 P.2d at 622. We
held the reservation of “all” mineral rights “to which he is entitled” indicated the parties
“intended to and did withhold from the grant to the Watts” Williams’ vested remainder
interest in the minerals. Id.
[¶40] In Rox Petroleum, the Oklahoma Supreme Court reached a similar conclusion. In
Rox, the grantors conveyed half of their mineral interests to two different oil companies
“for a period of ten (10) years, and as long thereafter as oil and gas is produced[.]” Rox
Petroleum, L.L.C. v. New Dominion, L.L.C., ¶ 3, 184 P.3d 502, 504 (Okla. 2008). The
Oklahoma court held that, with respect to this half of the minerals, the grantors were left
13
with a “possibility of reverter” once the minerals were no longer produced. Id. ¶¶ 11–12,
184 P.3d at 505–06. The grantors’ heirs later conveyed the property to the Oklahoma City
Chamber of Commerce. Those deeds excepted “all the oil, gas and other minerals, all that
portion of such minerals now owned by grantors being reserved by them[.]” Id. ¶ 4, 184
P.3d at 504. The court concluded that the reservation of “all” of the grantors’ mineral
interests “is a clearly expressed intention, without ambiguity, to reserve the possibility of
reverter since it was part of the . . . minerals owned by the grantors at the time.” Rox
Petroleum, ¶ 12, 184 P.3d at 505; see also Crosswhite v. McCully, 857 P.2d 90, 90 (Okla.
Civ. App. 1993) (reservation of “all of the oil, gas, and other minerals” included
reversionary interest).
[¶41] A reservation of “all minerals . . . they may own” applies to vested mineral interests
owned at the time of the reservation. “‘All’ has . . . been defined as a word that ‘ . . . is
commonly understood and usually does not admit of an exception, addition, or exclusion.’”
Johnson v. Safeway Stores, Inc., 568 P.2d 908, 911–12 (Wyo. 1977) (quoting Consol.
Freightways Corp. of Del. v. Nicholas, 137 N.W.2d 900, 904 (Iowa 1965)). Here, the
Huttons expressly reserved “all minerals . . . they may own” for their lifetimes. This clearly
reserved a life estate in their presently held mineral interest and their vested remainder.
The Hutton-Woods Deed provided that the Huttons, “during their lives, have the exclusive
right and privilege of making, executing and delivering leases of the land for the extraction
or production of minerals.” 5 The Huttons reserved the executory rights to lease their
presently held mineral interest and vested remainder.
[¶42] Finally, we must determine what interest the Woods received under the deed. “This
amount can be calculated by subtracting the quantum of interest reserved to the grantor
from the quantum of interest conveyed in the granting clause.” Gilstrap, ¶ 14, 106 P.3d at
863 (quoting Cole, 518 So. 2d at 63). The quantum of interest the Woods received was
“all rights” to the Property, see supra ¶ 35, less the quantum reserved by the Huttons—“all
minerals . . . they may own” (a present life estate in 50% of the minerals and a life estate
in the vested remainder in the remaining 50% of the minerals, which were owned by C Bar
J for a term of years). The Woods received the Property subject to the Huttons’ reservation
of a life estate in 100% of the mineral interests and the executory rights to lease those
minerals.
E. The Authority to Lease the Minerals
[¶43] The final deed interpretation question is the scope of the Huttons’ rights to encumber
the minerals. The district court concluded that the Huttons’ executive rights permitted
them to execute leases but any such lease is limited by their life estate and cannot extend
beyond their lifetimes. North Silo argues that because the Huttons reserved the mineral
5
“[T]he right to give a mineral lease is usually called the executive power.” Picard v. Richards, 366 P.2d
119, 124 (Wyo. 1961). We refer to this right as the executive right or executory rights.
14
estate and executive rights for life, they can execute leases that extend past their life estate.
The Deselms and Singletree Appellees contend that the Huttons did not have the right to
enter leases that extend beyond their lifetimes.
[¶44] The extent to which a party holding a life estate in minerals and executive rights
may encumber mineral rights is a question of first impression for this Court. Other courts
considering the question have held that reserved executive rights can empower a party
holding a life estate to execute leases beyond the life estate term. See, e.g., RLM Petroleum
Corp. v. Emmerich, 896 P.2d 531, 535 (Okla. 1995); Steger v. Muenster Drilling Co., 134
S.W.3d 359, 373 (Tex. App. 2003); Glass v. Skelly Oil Co., 469 S.W.2d 237, 240–41 (Tex.
Civ. App. 1971), writ refused NRE (Nov. 10, 1971); Amarillo Oil Co. v. McBride, 67
S.W.2d 1098, 1100–01 (Tex. Civ. App. 1934), writ refused. They reason that, while
typically a lease executed by a term interest holder would not endure beyond the interest
holder’s estate, “if a life tenant is granted the power to lease, but cannot bind future
interests, ‘there is very little utility to the power because of the natural reluctance of any
lessee to accept a lease which might be terminated by the death of the lessor.’” Steger, 134
S.W.3d at 374 (quoting 1 Eugene Kuntz, A Treatise on the Law of Oil and Gas § 8.1, at
214 (1987)).
[¶45] The determination of whether the reservation of executive rights allows a life tenant
to execute mineral leases that extend beyond their lifetime requires examination of the deed
language. Steger, 134 S.W.3d at 373 (looking to the “plain, ordinary meaning of the terms
used in” the will conveying executive rights).
[¶46] In Steger, 134 S.W.3d at 373, the decedent’s will granted one life tenant the “full[]
power and authority” to “manage, control and lease” a specific mineral interest (the J.W.
Maddox interest) “for all purposes . . . during her [lifetime] and to extract therefrom all oil,
gas and or other minerals.” It gave the other life tenant the power, “during . . . her
[lifetime],” to “make leases of whatever nature” to other mineral interests on Tracts 1–3
“and to extract therefrom all oil, gas and/or other minerals . . . over which . . . she may have
control.” The court held that:
Construing these terms in accordance with their ordinary
meanings, [the] will unambiguously authorized [the first life
tenant] to lease [her] half of the community for every end that
she sought to attain, including the end of making oil and gas
leases that extended beyond her lifetime, and gave [the second
life tenant] the power to execute oil and gas leases of any kind
or class at all, including those that extended beyond her
lifetime.
Id. at 373–74. The Steger court concluded, “In light of this unambiguous language, we
decline to hold, as Mrs. Steger urges, that the time limits [the decedent] placed on [the life
15
tenant’s] exercise of the powers granted to her—her lifetime—limited the types of leases
she could enter.” Id. at 374.
[¶47] In Peppers Refining Co. v. Barkett, the grantor conveyed a one-half mineral interest
to grantees for a period of twenty-five years with the mineral interest reverting back to
grantor at the end of that period. The grant of the mineral interest included “all grantor’s
rights to operate for said minerals” and the right to “deal and contract with regard thereto.”
Peppers Ref. Co. v. Barkett, 256 P.2d 443, 445 (Okla. 1953). The Peppers court held that
the leases entered into by the grantee could extend past the term of the mineral interest
grant:
Only one conclusion can be reached in interpreting this
language. The mineral interest was conveyed to plaintiffs for
the term of 25 years only, but any leases executed within that
period did not expire at the same time. They continued in force
subject only to the reversion of the royalty or mineral interest
to the defendants herein. It is no different from the situation
which would have obtained had defendants conveyed the
minerals outright to plaintiffs with the provision that they
would, at the end of 25 years be reconveyed, subject to the
rights of lessees, under the terms of existing leases. As to
[grantees], at the end of said period, their interest and estates
in the lands and their rights under the leases ceased. The rights
of lessors to the benefits flowing from an oil and gas lease are
not personal but inure to the owner of the minerals or of the
royalty interest in those minerals if such royalty interest has
been carved out of, and alienated from, the mineral estate. In
the instant case that had not been done. The minerals had been
conveyed. Twenty-five years later, they reverted burdened
only by the outstanding leasehold estate.
Id. at 446.
[¶48] The Oklahoma court considered different language in RLM. There, the court
recognized that if a grantee is “specifically given the power to lease, any lease granted
should be capable of enduring beyond the specified term of years.” RLM, 896 P.2d at 535.
The court explained,
It is possible to create an interest in the minerals alone which
is terminable upon the expiration of a definite period of time.
It is difficult to classify such an interest in terms of
conventional property law, but it is obviously a greater interest
than an estate for years. It is either an estate for years without
16
impeachment for waste, an estate for years to which the open
mine doctrine applies, or is a fee, from the standpoint of
enjoyment, which is terminable upon a certain date. The owner
of such an interest has a right to extract and retain minerals
produced and undoubtedly can confer the right upon another
by an oil and gas lease. Such a lease would not ordinarily be
capable of enduring beyond the term of the grantor’s estate,
but if he is specifically given the power to lease, any lease
granted should be capable of enduring beyond the specified
term of years.
Id. at 535 (alteration in original) (emphasis added) (quoting 2 Eugene Kuntz, A Treatise on
the Law of Oil and Gas § 20.5, at 128 (1989)). In RLM, the grantors reserved a 25-year
mineral interest, expressly providing “that at the end of the 25-year period, all mineral
rights including the right of leasing mineral rights and the right of egress for development
of the minerals will return to the record owner.” Id. The RLM court concluded that this
language limited the extent to which the term interest holder could lease the minerals:
The deed expressly provides that at the end of the 25-year
period, all mineral rights including the right of leasing mineral
rights and the right of egress for development of the minerals
will return to the record owner. There is no indication that the
[grantors] agreed to be subject to any leases entered by the term
mineral interest holder.
Id. at 535–36.
[¶49] Here, the Huttons’ executive rights reservation stated that they “shall, during their
lives, have the exclusive right and privilege of making, executing and delivering leases of
the land for the extraction or production of minerals. On termination of this reservation,
the interest reserved shall be owned by Grantees . . . .” This reservation of rights limits the
time period during which the Huttons have the right of “making, executing and delivering
leases” to their lifetimes. It does not, however, limit the nature of the leases that the Huttons
can make—it does not limit the length of the leases the Huttons could enter to their
lifetimes. The Huttons retained the power to execute oil and gas leases that extended
beyond their respective lifetimes. When the Huttons entered the mineral lease with Cirque,
they leased “all” the mineral interests they owned—100% of the mineral interest in the
Property for their lifetimes. 6 Accordingly, the lease to North Silo remains in effect
according to its terms when the Huttons’ life estate terminates.
6
This conclusion renders erroneous the district court’s conclusion that North Silo was liable to the Woods
and Singletree defendants for conversion, and its order that North Silo prepare an accounting and pay the
Woods proceeds for their share of the mineral interests.
17
II. Does North Silo have standing to assert a claim seeking to quiet title to its
leasehold and for breach of lease?
[¶50] North Silo sought to quiet title to its leasehold interest in the Property. 7 The district
court held that North Silo lacked standing to quiet title because it was not a mineral owner.
The district court also held that because North Silo could not pursue its quiet title action,
“it follows that it cannot litigate a claim for breach of [l]ease based on a failure to defend
title to the lands and minerals covered by that lease.” We first consider North Silo’s
standing to quiet title and then its claim for breach of lease.
A. Standard of Review
[¶51] “The existence of standing is a legal issue reviewed de novo.” HB Fam. Ltd. P’ship
v. Teton Cnty. Bd. of Cnty. Comm’rs, 2020 WY 98, ¶ 16, 468 P.3d 1081, 1087 (Wyo. 2020)
(citing N. Laramie Range Found. v. Converse Cnty. Bd. of Cnty. Comm’rs, 2012 WY 158,
¶ 22, 290 P.3d 1063, 1073 (Wyo. 2012); Halliburton Energy Servs., Inc. v. Gunter, 2007
WY 151, ¶ 10, 167 P.3d 645, 649 (Wyo. 2007)).
B. Standing to Quiet Title
[¶52] Statutory standing exists when a plaintiff has a cause of action under a particular
statute. HB, ¶ 19, 468 P.3d at 1088. 8 Wyo. Stat. Ann. § 1-32-201 establishes who may
seek to quiet title:
[A quiet title] action may be brought by a person in
possession of real property against any person who claims an
estate or interest therein adverse to him, for the purpose of
determining the adverse estate or interest. . . .
Wyo. Stat. Ann. § 1-32-201 (LexisNexis 2021).
7
North Silo claimed it “is entitled to a decree quieting title as to the effectiveness of the Lease covering
100% of the mineral interest in the Property against any claims thereto by” the defendants.
8
“We have drawn a distinction between ‘prudential’ and ‘statutory’ standing.” HB, ¶¶ 15–19, 468 P.3d at
1087–88 (citing Matter of Est. of Stanford, 2019 WY 94, ¶ 9, 448 P.3d 861, 864 (Wyo. 2019)). Prudential
and statutory standing principles are “vital jurisprudential rules that assist courts in filtering cases,” Matter
of Adoption of L-MHB, 2018 WY 140, ¶ 24, 431 P.3d 560, 568 (Wyo. 2018), and both ensure the courts
provide relief to claimants who “have suffered, or will imminently suffer, actual harm[.]” Allred v. Bebout,
2018 WY 8, ¶ 30, 409 P.3d 260, 268 (Wyo. 2018) (quoting Lewis v. Casey, 518 U.S. 343, 349, 116 S.Ct.
2174, 2179, 135 L.Ed.2d 606 (1996)). The Brimmer test evaluates prudential standing. Stanford, ¶ 10, 448
P.3d at 864; see Brimmer v. Thomson, 521 P.2d 574, 578 (Wyo. 1974); Allred, ¶ 37, 409 P.3d at 270. The
defendants appear to argue that under the Brimmer test, North Silo lacks standing. We do not apply the
Brimmer test for prudential standing when standing is established statutorily. HB, ¶¶ 15–19, 468 P.3d at
1087–88.
18
[¶53] The language of Wyo. Stat. Ann. § 1-32-201 is unambiguous. To maintain a quiet
title action, a plaintiff must have (1) possession of the real property, 9 (2) some interest in
the property, and (3) the party against whom the action is brought must claim “an estate or
interest” adverse to the plaintiff. See Ultra Res., ¶ 51, 226 P.3d at 911 (“In a claim for
declaration of ownership of real property, i.e., quiet title, the plaintiff must allege an interest
in the real property and the defendant ‘claims an estate or interest adverse to him.’”
(quoting Wyo. Stat. Ann. § 1-32-201)); Hirsch v. McNeill, 870 P.2d 1057, 1059 (Wyo.
1994) (“In order to maintain a quiet title action, the plaintiff must have (1) possession, and
(2) legal title or some interest in the property.” (citing Black v. Beagle, 59 Wyo. 268, 286,
140 P.2d 594, 595 (1943))).
[¶54] The parties do not dispute that North Silo has a mineral lease, is in possession of the
property, or that its interests are adverse to the defendants. The Deselms defendants
contend that North Silo lacks standing to quiet title because it has no fee interest in the
minerals. The question is whether North Silo’s mineral lease qualifies as an interest in
property under the statute. 10
In some jurisdictions, the lessee under an oil and gas
lease acquires no corporeal interest in the land itself, but rather
9
Regarding possession, we have explained:
“[T]he reason that possession in some degree is usually a prerequisite to
bringing a quiet title suit is that a legal remedy is ordinarily available to
one out of possession.” 65 Am. Jur. 2d Quieting Title and Determination
of Adverse Claims § 36, at 170 (1972). When no other remedy is available,
however, the claimant may maintain an action to quiet the title to the
property even though he does not have possession of it. Id. Additionally,
“[i]f the land is in a natural condition, uninclosed [sic] by fences, and
vacant, the person holding title to the land may initiate a quiet title action
even without allegation or proof of possession on his part.” 65 Am. Jur.
2d, supra, § 43, at 175. In that instance, the title holder is presumed to
have constructive possession of the land. Id.; see also 1 Herbert T.
Tiffany, The Law of Real Property § 20 (3d ed. 1939 & Supp. 1995).
Goodrich v. Stobbe, 908 P.2d 416, 418 (Wyo. 1995).
10
We have considered whether parties have sufficient interests to give rise to a quiet title action on other
occasions. In Ultra Resources, we considered whether the defendants had an adverse interest in the
property. We held that the plaintiffs in that case could not assert a quiet title action against the defendants
because the defendants did not make a claim to title. If a defendant “does not make a claim to title, there
is no dispute to adjudicate.” See Ultra Res., ¶ 53, 226 P.3d at 912. In other words, because the defendants
did not claim an interest adverse to the plaintiff, the plaintiff could not quiet title. See Wyo. Stat. Ann. § 1-
32-201. In Hirsch, the plaintiffs, whose property had been seized and sold to satisfy federal tax liens, sought
to quiet title. We held that because their tax judgment had gone unappealed, the plaintiffs no longer had an
interest in the property and could not state a quiet title claim as a matter of law. Hirsch, 870 P.2d at 1060.
Here, unlike Ultra Resources, there is no dispute that the defendants claimed an interest adverse to North
Silo. As in Hirsch, the question is whether North Silo has an interest in the property that would give rise
to its ability to seek to quiet title.
19
a privilege a prendre; until the actual discovery of oil, the
interest of the lessee in the land is inchoate. On these
principles, oil remaining in the ground before recovery is a part
of the land and belongs to the owner of the land, but when
recovered, becomes personal property which is thereupon
subject to division in accordance with the terms of the contract
of lease. However, the profit a prendre has also been described
as an interest in real property in the nature of an incorporeal
hereditament. Under this view, the owner of land has the
exclusive right on his or her land to drill for and produce oil;
this right, when transferred to a lessee, is a profit a prendre, a
right to remove a part of the substance of the land. As such, an
oil and gas lease conveys a license to explore, or a profit a
prendre. Like other easements, a profit a prendre, often simply
referred to as a “profit,” is an incorporeal hereditament or an
intangible right in the land, and while easements generally
allow one to go onto land owned by another person, a “profit”
allows one not only to go onto the land of another but also to
take some product from the land.
38 Am. Jur. 2d Gas and Oil § 65, at 481 (2019) (footnotes omitted). “In Wyoming, the
right created by an oil and gas lease is a profit á prendre, connoting the right ‘to search for
oil and gas and if either is found, to remove it from the land . . . .’” State v. Pennzoil Co.,
752 P.2d 975, 980 (Wyo. 1988) (quoting Denver Joint Stock Land Bank of Denver v. Dixon,
57 Wyo. 523, 122 P.2d 842, 847 (1942)); Boatman v. Andre, 44 Wyo. 352, 12 P.2d 370,
373 (1932) (holding that oil and gas leases are profits a prendre and incorporeal
hereditaments).
[¶55] State ex rel. State Highway Comm’n v. Stringer, 77 Wyo. 198, 209–10, 310 P.2d
730, 733–34 (1957) addressed the question of whether the owners of an oil and gas lease
were subject to notice requirements for the construction of public roads. Wyoming Statute
§ 48-316 required notice be mailed to “all persons owning lands or claiming any interest
in any lands over or across which said road is proposed to be located[.]” Wyo. Stat. § 48-
316 (W.C.S. 1945) (emphasis added). The State Highway Commission argued that
because an oil and gas lease was a profit a prendre, it was not an interest in real property
subject to statutory notice requirements. This Court rejected that argument:
The Boatman case itself states that an oil and gas lease
constitutes a right; and 2 Tiffany, Real Property, 2d ed., p.
1397, therein cited, contains this statement which we think is
conclusive:
20
. . . Since the grant of such a right [profit a prendre]
involves a transfer of an interest in land, it must be
created by writing . . . .
Clearly, an oil and gas lease is ‘an interest in land’ within
the meaning of § 48-316.
Stringer, 77 Wyo. at 209–10, 310 P.2d at 733–34 (emphasis added). In Ready v. Texaco,
we clarified that the right to a profit a prendre provided in an oil and gas lease “is part of
the realty.” Ready v. Texaco, Inc., 410 P.2d 983, 985–86 (Wyo. 1966). See also 58 C.J.S.
Mines and Minerals § 244, at 239 (2017) (“A mineral lease does not create the ordinary
relation of landlord and tenant; instead, it conveys an interest in real property.”).
[¶56] Wyo. Stat. Ann. § 1-32-201 provides that to bring a quiet title action, a person must
“claim[] an estate or interest” in the land. An oil and gas lease is an “interest” in land
within the meaning of Wyo. Stat. Ann. § 1-32-201. North Silo has standing to seek to quiet
title.
C. Standing to Claim Breach of Lease
[¶57] North Silo claimed that the Huttons breached their lease by failing to warrant and
defend title to the minerals encumbered by the lease. 11 The district court’s conclusion that
North Silo lacked standing to bring this cause of action was erroneous. North Silo, as a
party to the lease, has standing to assert a claim for its breach.
[¶58] An oil and gas lease is a contract. Pennzoil, 752 P.2d at 978. A breach of lease
claim is akin to a breach of contract. An action for breach of contract is not statutorily
derived. Accordingly, standing to bring a cause of action for breach of contract is
prudential standing and requires application of the Brimmer test. See supra note 8; Matter
of Phyllis V. McDill Revocable Tr., 2022 WY 40, ¶ 29, 506 P.3d 753, 762 (Wyo. 2022);
Matter of Est. of Stanford, 2019 WY 94, ¶ 9, 448 P.3d 861, 864 (Wyo. 2019); Washakie
Cnty. Sch. Dist. No. One v. Herschler, 606 P.2d 310, 317 (Wyo. 1980). The Brimmer test
requires a justiciable controversy:
First, a justiciable controversy requires parties having existing
and genuine, as distinguished from theoretical, rights or
interests. Second, the controversy must be one upon which the
judgment of the court may effectively operate, as distinguished
from a debate or argument evoking a purely political,
administrative, philosophical or academic conclusion. Third,
11
Warranty clauses in oil and gas leases require the lessor to defend title to the lease’s covered land. 4
Eugene Kuntz, A Treatise on the Law of Oil and Gas § 52.2, at 319 (1990).
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it must be a controversy the judicial determination of which
will have the force and effect of a final judgment in law or
decree in equity upon the rights, status or other legal
relationships of one or more of the real parties in interest, or,
wanting these qualities be of such great and overriding public
moment as to constitute the legal equivalent of all of them.
Finally, the proceedings must be genuinely adversary in
character and not a mere disputation, but advanced with
sufficient militancy to engender a thorough research and
analysis of the major issues. Any controversy lacking these
elements becomes an exercise in academics and is not properly
before the courts for solution.
Brimmer v. Thomson, 521 P.2d 574, 578 (Wyo. 1974) (quoting Sorenson v. City of
Bellingham, 496 P.2d 512, 517 (Wash. 1972)). Each of these qualifications is met in this
case. North Silo, as a party to the lease, has standing to assert a breach of lease claim
against the other party to the lease, the Huttons.
CONCLUSION
[¶59] The Huttons own 100% of the mineral interests in the Property and the executive
rights to those minerals for their lives. Accordingly, North Silo’s mineral lease encumbers
100% of the minerals. The Huttons’ executive rights allowed them to enter leases that
extend beyond their lives. Finally, North Silo has standing to assert claims quieting title to
its leasehold and for breach of lease. We reverse and remand for proceedings consistent
with this opinion.
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