A Wyoming covenant purchase right ended in tortious interference and punitive fees
A Wyoming covenant purchase right ended in tortious interference and punitive fees
2026-09-19 · Wyoming · Courts
What happened. The Wyoming Supreme Court affirmed a judgment arising out of a 1976 recorded covenant that gave each of two neighbouring lot owners a “first right of purchase” over the other. The neighbour who held the right, and who signalled repeatedly that it would exercise it without ever closing, was held liable for tortious interference, and the attorney fees against it were upheld as punitive damages.
The case
Anderson v. Messinger, consolidated with Wyoming Fall Creek, LLC v. Anderson, 2026 WY 42, dockets S-25-0134, S-25-0135, S-25-0169 and S-25-0170, was decided April 15, 2026. Chief Justice Boomgaarden wrote for a unanimous Court on appeal from the District Court of Teton County. Affirmed in all respects (¶ 61).1
The covenant
In 1976 the owners of Lots 4A and 4B of Country Estates in Teton County recorded covenants burdening both lots. Alongside ordinary use restrictions, the document contained this (¶ 3):
“Each property owner has first right of purchase of the other’s property as named in these covenants. Clarification: If either said property is offered for sale for a stated price, but is subsequently lowered at a future date, this new price must be offered to the said landowner. Terms of acceptance of sale of said property must be agreed upon within 60 days after property is offered for sale.”
That is fifty words doing the work of a pre-emptive right, a price-reduction trigger and a deadline. It is the kind of provision that appears in small Wyoming subdivisions platted before standard declaration forms were common.
How it came apart
The Andersons, who owned Lot 4B, contracted to sell to Noah Messinger and Brandy Chaplin. Wyoming Fall Creek, LLC, which owned Lot 4A and held the covenant right — its sole member a Texas rancher and investor who is also a licensed attorney — repeatedly signalled it would exercise the right, and never closed a deal. The Messinger sale collapsed.
What the Court affirmed
Three separate rulings survived appeal:
- Specific performance ordered against the Andersons in favour of the contract buyers.
- Tortious interference liability against Wyoming Fall Creek for the manner in which it asserted the covenant right against a pending sale.
- Attorney fees awarded as punitive damages, upheld against a constitutional challenge.
The money
The fee award ran in two parts: $132,215.78 joint and several against the Andersons and Wyoming Fall Creek, and a further $78,865.76 against Wyoming Fall Creek alone. The basis was not a fee-shifting clause. The district court imposed the fees as punitive damages because, in the finding the Supreme Court sustained, “WFC’s conduct was willful and wanton” (¶ 26).
That is the feature distinguishing this from an ordinary contract dispute. A punitive characterisation reaches conduct rather than breach, and it does not depend on the covenant containing a fees provision.
Why this is unusual in Wyoming
Almost every Wyoming appellate covenant decision concerns a use restriction — what may be built, what may be run from the property, what may be parked on it. Anderson is the window’s only decision on a recorded covenant that creates a purchase right, and the only one in which the holder of a covenant right was held liable in tort for how it asserted that right.
Three features of the drafting were live in the case and are worth reading against any comparable Wyoming instrument:
- The trigger. The clause operates when property “is offered for sale for a stated price,” and again on any later reduction. It does not say what constitutes an offer, or to whom the reduced price must be communicated.
- The clock. “Terms of acceptance of sale … must be agreed upon within 60 days.” The document sets a deadline for agreement, not for closing, and says nothing about what happens when the holder neither accepts nor declines.
- The silence on procedure. There is no notice form, no escrow, no deposit, no forfeiture for non-performance — nothing that would make an unexercised right lapse on its own terms.
The wider point about recorded pre-emptive rights
A first-refusal or first-purchase covenant is a title encumbrance that sits on the land and surfaces at every sale. Wyoming has no common-interest-community statute regulating such rights, no statutory expiry, and no prescribed exercise procedure; whatever the 1976 drafter wrote is the entire law of that right. This decision establishes that asserting it is not a safe harbour — the holder’s conduct in asserting it is itself actionable, and a Wyoming court has now attached punitive-damages fees to it.
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