## Facts

- Justin James Larson agreed in writing to buy a new 2015 Skyline mobile home from Burton Construction, Inc. for $43,000 and paid earnest money.
- Burton took the earnest money and countersigned the agreement, forming a contract.
- The parties used a preprinted form contract intended for used mobile homes, not new units.
- Because the used-home form was used, the contract included a term requiring Burton to provide a Wyoming certificate of title at closing.
- Burton was a mobile-home reseller and, as a matter of its usual practice, did not take Wyoming title to new units; instead, it would deliver a Manufacturer’s Certificate of Origin (MCO), which the buyer could use to obtain title after paying sales tax.
- Wyoming sales tax applied to the first sale of a mobile home; under Burton’s MCO approach, Larson would owe sales tax on his purchase.
- A realtor working with Burton mistakenly told the escrow agent that Burton would deliver Wyoming title at closing, and the escrow agent prepared closing statements that removed Larson’s sales-tax obligation.
- When it became clear Burton would not provide Wyoming title and Larson would have to pay additional sales tax (about $1,806), Larson cancelled the closing and demanded return of his earnest money.
- Burton sued Larson for breach of contract in circuit court.
- After a bench trial, the circuit court found the parties made a mutual mistake in drafting the contract and ordered the contract cancelled and the earnest money returned.
- Burton appealed to the district court, which reversed, rejected mutual mistake, and concluded Larson breached by refusing to close.
- Larson sought review in the Wyoming Supreme Court.

## Issues

1. Did the circuit court err by cancelling the contract based on mutual mistake?
2. Did the district court err by holding Larson breached, rather than Burton, when Burton would not tender the Wyoming title the contract required?

## Decision

- The Wyoming Supreme Court affirmed the district court’s ruling that mutual mistake did not justify cancelling the contract.
- The Court reversed the district court’s ruling that Larson breached the contract.
- The Court held Burton breached the contract by repudiating and failing to tender performance that conformed to the agreement’s title-delivery requirement.
- The Court remanded for further proceedings consistent with its decision.

## Legal Principles

- Mutual mistake supports rescission or reformation only when there is proof of a prior agreement and the writing fails to express that agreement; it is not a basis to replace an unambiguous term with what one party says it usually does.
- A mobile-home sale is a sale of goods governed by UCC Article 2.
- Under the UCC perfect-tender rule, a buyer may reject when the seller’s tender fails in any respect to conform to the contract, including nonconforming documentation required as part of delivery.
- A clear statement or conduct showing a party will not perform a material contract term before performance is due can constitute anticipatory repudiation, excusing the other party’s performance and permitting the other party to treat the contract as breached.

## Conclusion

The Wyoming Supreme Court ruled that the contract could not be cancelled for mutual mistake because the record did not show a different prior agreement about the title-transfer term, but it also ruled that Larson did not breach by refusing to close: Burton’s insistence on providing only an MCO—rather than the Wyoming certificate of title required by the written contract—was a nonconforming tender and an anticipatory repudiation, making Burton the breaching party.


Larson v. Burton Construction, 421 P.3d 538 (2018)