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Wagner v. Wagner

Supreme Court of Alaska

October 16, 2009

Richard WAGNER, Appellant,
Gregory WAGNER, Appellee. Richard Wagner, Appellant,
Gregory Wagner, Appellee.

Page 670

S. Jason Crawford, Crawford Law Offices, LLC, Fairbanks, for Appellant.

John J. Connors, Law Office of John J. Connors, P.C., Fairbanks, for Appellee.

Before : FABE, Chief Justice, EASTAUGH, CARPENETI, and CHRISTEN, Justices. [WINFREE, Justice, not participating.].

Page 671


FABE, Chief Justice.


In exchange for his son Gregory Wagner's help obtaining a loan, Richard Wagner, who had previously filed for bankruptcy and had many creditors, agreed to give Gregory a portion of the royalty proceeds from his oil lease holdings. When Richard failed to honor this agreement, Gregory sued and in 2005 obtained a judgment for specific performance providing that he would be entitled to a share of Richard's royalties for as long as the subject oil wells continued producing. In two separate appeals, Richard contests the superior court's continuing enforcement of this judgment. Because Richard's arguments in both appeals are either untimely, procedurally barred challenges to the 2005 judgment or otherwise lack merit, we affirm the superior court's decisions in all respects.


A. Facts

This is not the first time Richard and Gregory Wagner have been Before us. [1] We described the basic facts underlying their dispute in a recently published opinion:

Richard Wagner filed for bankruptcy in 1988. Richard's assets included royalties from oil and gas leases he possessed. Richard's creditors included Key Bank, whom Richard owed $2.5 million. The bankruptcy court issued Richard's final bankruptcy plan in 1994. The plan divided Richard's oil and gas lease royalties among his creditors. In 2001 Key Bank offered to settle Richard's $2.5 million debt for $1 million if Richard paid by December 31, 2001. Richard was unable to raise the money; he therefore asked his son Gregory Wagner to help him get a loan.
Gregory agreed to co-sign a $1,025,000 loan from Northrim Bank with Richard. Gregory and his wife put up their home as collateral and put their personal credit at risk. In exchange for Gregory's co-signature on the loan, Richard and Gregory entered into an oral agreement, which they later reduced to writing.
The written agreement provided that income from Richard's royalties that had secured the Key Bank loan would first pay the Northrim loan. Any remaining royalty income would be divided as follows: Gregory would get the first $2,500 per month, Richard would get the next $7,500 per month, and they would divide any remaining royalty income equally between them. The agreement did not take into account the portions of royalty income to be paid to other creditors under the bankruptcy plan.[[2]]

B. Prior Proceedings

We described the trial court proceedings that underlie the current appeals in the same recently published opinion:

In 2002 Richard defaulted in his payments to Gregory, and Gregory sued in 2003. The case went to trial in August 2005. At the end of trial, the jury returned the following answers to the following special interrogatories:
[Q:] Prior to the time the Wagners signed the loan documents at Northrim Bank on December 24, 2005, had they entered into an oral agreement? [A:] Yes.
[Q:] If yes, what were the terms of that agreement? [A:] In exchange for getting a $1,025,000 loan from Northrim bank to repay Richard Wagner's debt at Key Bank, Greg Wagner will receive a share of profits from Richard Wagner's oil royalties.
The jury found breach by Richard and awarded Gregory past damages of $139,180.39.
In November 2005 the superior court concluded that specific performance was an appropriate remedy and ordered Gregory to prepare a judgment for specific performance. The court held, contrary to Richard's argument, that the jury's failure to specify the terms of the oral agreement

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did not prevent specific performance. The court reasoned that the jury must have used the terms of the written agreement to calculate its award of past damages, and therefore that the jury must have found the terms of the oral agreement consistent with the terms of the written agreement. The court wrote:
Applying the formula of the [written] agreement mechanically to the testimony of ... [a witness] and the other evidence of the oil revenues from Richard's shares of his oil leases introduced at trial, the past damages would be calculated at $141,124.00. That is within $2000.00 of what the jury actually awarded [$139,180.39]. The jury did not receive a lot of help from counsel in calculating past damages and their award to Greg is within reasonable mathematical error if they performed the calculations under the agreement themselves.... The difference could also be explained by the jury's determination that there were insufficient royalties to meet the complete payout of the agreement on one or more months.
The trial court said it would order Richard to pay Gregory according to the formula in the written agreement. The trial court also said it would calculate Gregory's payments without deducting amounts owed to creditors other than Northrim Bank, including the Weeks Foundation. In December 2005 the ...

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