## Facts

- A charity golf tournament included a “hole-in-one contest” identified on rule sheets placed in players’ carts.
- At the eighth hole, a new Subaru was parked by the tee near a sponsorship sign displaying the dealership’s name and logo.
- Neither the rule sheet nor the sign expressly stated that the vehicle (or any other prize) would be awarded for a hole-in-one.
- Brett Wayment, a professional golfer, made a hole-in-one on the eighth hole and believed he had won the Subaru based on the contest reference, the vehicle’s placement, and the sponsor signage.
- After the round, a club professional remarked to Wayment (who was known to be a professional) that he might have trouble “getting that car.”
- The dealership later refused to provide the vehicle, asserting that the hole-in-one prize was intended only for amateurs and that its hole-in-one insurance required an amateur winner.
- The amateur-only limitation was not communicated to tournament participants.
- The parties offered conflicting evidence about golf-industry practice and whether a reasonable participant—especially a professional—would understand the setup as a definitive prize offer and would believe he was eligible.

## Issues

1. Whether summary judgment was proper on a breach-of-contract claim alleging an implied-in-fact unilateral contract to award a car for a hole-in-one.
2. Whether the dealership’s conduct objectively manifested an offer to award the vehicle, such that making a hole-in-one constituted acceptance by performance.
3. Whether it was objectively reasonable for a professional golfer to believe he was within the class of persons eligible to accept any such offer under the circumstances presented.

## Decision

- The Utah Court of Appeals reversed the grant of summary judgment for Wayment and remanded.
- The court held that material fact disputes existed regarding whether the dealership objectively manifested a unilateral offer to award the car.
- The court also held that fact disputes existed regarding whether Wayment’s belief that he could accept the alleged offer—and that he was eligible despite being a professional—was objectively reasonable.
- The district court improperly resolved competing inferences and credibility-laden questions that should be decided by a fact-finder.

## Legal Principles

- An implied-in-fact contract depends on the parties’ objective manifestations of assent, evaluated from the standpoint of a reasonable person in the offeree’s position.
- Whether conduct amounts to an offer, and the terms and existence of an implied-in-fact unilateral contract, commonly present fact questions when reasonable minds could differ.
- Uncommunicated limitations generally cannot become contract terms, but whether an offeree reasonably understood he was within the intended class of offerees may still present a triable issue.
- Summary judgment is improper when material facts or reasonable inferences about offer, acceptance by performance, or objective reasonableness are disputed; courts must view evidence and inferences in favor of the nonmoving party.

## Conclusion

Because the evidence permitted competing reasonable interpretations about whether a car-prize offer was communicated and whether a professional golfer reasonably believed he could accept it by making a hole-in-one, the contract claim could not be resolved on summary judgment and required fact-finding on remand.


Wayment v. Schneider Automotive Group LLC, 438 P.3d 1005 (Utah Ct. App. 2019)