THE SUPREME COURT, STATE OF WYOMING

2023 WY 28

 APRIL TERM, A.D. 2023

April 6, 2023

VIRGIL and VICKIE MORNINGSTAR,

Appellants

(Plaintiffs),

V.

CHRISTOPHER and RACHEL ROBISON,

Appellees

(Defendants).

S-22-0149

Appeal from the District Court of Sublette County

The Honorable Marvin L. Tyler, Judge

Representing Appellant:

Mark D. Sullivan, Wilson, Wyoming.

Representing Appellee:

Robert A. Spence, Rock Springs, Wyoming.

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.
1

FENN, Justice.

[¶1] Virgil and Vickie Morningstar entered into a contract to purchase a residential 

property from Christopher and Rachel Robison. The Robisons intended to buy a nearby 

vacant lot and build a new house. When the lot they wished to buy was purchased by 

someone else, the Robisons decided they no longer wanted to sell their home and failed to 

comply with the terms of the purchase contract with the Morningstars. The Morningstars 

filed suit seeking specific performance and monetary damages. The district court found 

the Robisons breached the contract, but it denied the Morningstar’s request for specific 

performance and instead awarded them monetary damages. The Morningstars appeal. We 

reverse and remand.

ISSUES

[¶2] Although Appellants presented a single issue, we find it is appropriate to divide the 

issue into three separate questions.

I. Did the district court properly assign the Morningstars 

the burden of proving monetary damages would be an 

inadequate remedy?

II. Did the district court abuse its discretion when it denied 

the Morningstars’ request for specific performance?

III. Did the district court err as a matter of law in its

computation of damages?

FACTS

[¶3] The Robisons own a piece of real property located on Lot 25 of the Mountain View 

Ranches in Daniel, Wyoming (the Property). The Robisons wanted to purchase a nearby 

vacant lot on Snowmobile Lane in Daniel, Wyoming (the Snowmobile Lane lot), where 

they intended to build their “forever home.” The Robisons listed the Property for sale in 

early July 2021. A few days later, the Morningstars made a formal written offer to purchase 

the Property. The Morningstars’ offer incorporated Attachment A, which set forth six 

pages of additional provisions. The following day, the Robisons made a counteroffer, 

which incorporated the original offer and all but three of the additional provisions in 

Attachment A (the Contract). The Morningstars promptly accepted the counteroffer. Two 

days later, the Morningstars deposited $10,000 in earnest money with the title company. 

The closing date was set for August 27, 2021.

[¶4] Paragraph XIII(A) of the offer originally stated either party could seek specific 

performance if the other party breached the Contract. However, Paragraph 3 of 
2

Attachment A replaced Paragraph XIII(A) of the Contract with the following provision:

Time is of the essence in this contract, and any party who fails 

to tender any payment, or perform any other condition hereof 

as herein provided, shall be in default of this Contract. In the 

event Buyer defaults and fails to complete the purchase of the 

Property without default of the Seller, Seller’s sole remedy 

shall only be to receive 100% of Buyer’s earnest money 

deposit as defined in the Contract, as stipulated liquidated 

damages. Seller shall not have the right to specifically enforce 

the terms and conditions of this Contract, and cannot seek to 

have a Court give to Seller the right to specifically enforce the 

terms and conditions of this Contract, as Seller is waiving the 

right of specific enforcement. In the event of default by the 

Seller without default of the Buyer, the Buyer shall have 

the right, at Buyer’s option, to either terminate this 

Contract and recover 100% of Buyer’s earnest money 

deposit held by Escrow Agent, or to specifically enforce the 

terms and provisions of this Contract and proceed to 

Closing.

(Emphasis added). Paragraph XIII(B) of the Contact required the defaulting or breaching 

party to “pay all reasonable attorney’s fees and costs and other expenses which the nonbreaching or non-defaulting party may incur in enforcing” the Contract. Paragraph XIII(B) 

also stated: “This provision shall not limit any other remedies to which the parties may 

otherwise be entitled.”

[¶5] In early August 2021, the Robisons sent the Morningstars a letter stating the 

Snowmobile Lane lot had been sold to someone else, and the Robisons no longer had the 

ability to sell the Property. The Morningstars’ attorney sent the Robisons a letter indicating 

they would not agree to cancel the Contract, and they intended to close the transaction. 

The Robisons sent the Morningstars another letter, this time claiming their real estate agent 

failed to insert a contingency clause into the Contract that would have allowed them to 

cancel the Contract if they could not purchase the Snowmobile Lane lot. This letter stated 

the Robisons were “continuing” to cancel the transaction. The Morningstars again rejected 

the Robisons’ attempt to cancel the Contract and insisted on closing the transaction. The 

Morningstars arrived at the closing with their financing in place, and they were ready, 

willing, and able to close the transaction. The Robisons failed to appear at the closing.

[¶6] The Morningstars filed suit against the Robisons. The first cause of action sought a 

declaratory judgment that the parties had a binding contract, the Robisons breached the 

Contract by refusing to close the transaction, and the Morningstars were entitled to specific 

performance and their attorney’s fees and costs. The second cause of action alleged the 
3

Robisons breached the Contract, and the Morningstars were entitled to specific 

performance and “any and all damages they may incur as the foreseeable consequence of 

the [Robisons’] breach of contract, including attorneys’ fees and costs.”

[¶7] In their answer, the Robisons did not dispute the facts set forth in the Morningstars’ 

complaint. However, they did challenge the allegations that the Contract was valid, 

binding, and unambiguous, and they disagreed with the assertion they had breached the 

Contract. The Robisons asserted the Contract should not be enforced because their realtor 

fraudulently induced them to enter into the Contract, there was no meeting of the minds, 

and it would be unconscionable to order specific performance when the Morningstars had 

other available remedies.

[¶8] The Morningstars moved for partial summary judgment, seeking an order 

compelling the Robisons to convey the Property to them in accordance with the terms of 

the Contract. Virgil Morningstar submitted an affidavit in support of their motion, which 

largely repeated the facts set forth above. His affidavit also indicated that due to the 

Robisons’ breach, the Morningstars were forced to find a short-term rental cabin before 

renting a new house, where they have lived during the pendency of this action. He also 

averred he and his wife “remain[ed] intent on purchasing the Property” and were ready and 

able to do so.

[¶9] In response, the Robisons asserted they informed their realtor they only wanted to 

sell the Property if they could purchase the Snowmobile Lane lot. Their realtor later told 

them she intentionally omitted the contingency clause from the Contract. The Robisons 

alleged the Contract was invalid because “there was no mutual assent to the terms and 

conditions of the Contract[,]” due to their realtor’s misrepresentations. They also claimed 

if the Contract was deemed valid, it was unenforceable “due to the mistakes, 

misrepresentations, intentional misconduct and possibly even fraud” of their realtor. They 

again asserted the district court should not award specific performance because the 

Morningstars had other adequate remedies. The Robisons submitted an affidavit setting 

forth their allegations against their realtor.

[¶10] The district court granted the Morningstars’ motion for partial summary judgment 

in part. The district court found the Robisons breached “the terms of the binding and 

enforceable express contract” with the Morningstars, but it denied the Morningstars’ 

request for a decree of specific performance. The district court found the Morningstars 

“failed to articulate that compensatory damages or other claims for relief set out in the 

Contract, together with allowable attorney’s fees, resulting from the breach of the Contract 

by [the Robisons] is ‘an inadequate or impractical remedy’ or that there [were] ‘special 

equities’ which demand a decree of specific performance.” The district court found there 

were material questions of fact relating to the remedy or remedies available to the 

Morningstars, which would need to be determined at the trial.
4

[¶11] The case proceeded to trial on January 24, 2022. The trial was not reported. 

According to the district court’s decision, only three witnesses testified at the trial: Virgil 

Morningstar, Rachel Robison, and Christopher Robison. Mr. Morningstar testified he and 

his wife have two children. They were living in a rental house in Jackson, but the owners 

sold the rental property, and the Morningstars needed to move out by the end of August 

2021. The Morningstars looked for a home that was big enough to accommodate their 

family and some 4-H animals. They viewed over 20 homes in five months, and they made 

offers on three homes, all of which were rejected. The Property was the size the 

Morningstars wanted, and it was large enough to accommodate their 4-H animals. In 

addition, the Property was closer to Mr. Morningstar’s employer, and it had a shop and a 

walk-out basement. The Property was in a good neighborhood, close to some of the 

Morningstars’ friends, and their children loved the school they would be attending. After 

the Robisons breached the Contract, the Morningstars continued to look for properties that 

would meet their needs.

[¶12] The Robisons testified they purchased the Property in October 2019, and they still 

owed approximately $310,000 on their mortgage. The “sole reason” they listed the 

Property for sale was to enable them to purchase the Snowmobile Lane lot where they 

planned to build their “forever home.” The Snowmobile Lane lot was 40 acres, and its 

cost, location, and proximity to their existing neighbors made it attractive to the Robisons. 

After the Robisons learned the Snowmobile Lane lot was under contract to another buyer, 

they made offers to purchase less desirable properties, but those offers were all rejected. 

From the time the complaint was filed through the trial date, the Robisons looked at 

properties in Sublette County, Sweetwater County, and Utah, but none were available in

their price range.

[¶13] The district court entered a written decision denying the Morningstars’ request for 

specific performance. The district court determined the Morningstars failed to present 

evidence showing monetary damages and attorney’s fees would be an inadequate or 

impractical remedy. The district court also found it would be inequitable and unjust to 

order specific performance. The district court ordered the Robisons to take all steps 

necessary to return the Morningstars’ earnest money that was still being held by the closing 

agent, and it ordered the Robisons to pay the Morningstars compensatory damages in the 

amount of $6,128.1 This appeal timely followed.

STANDARD OF REVIEW

[¶14] We have articulated our standard of review for a district court’s findings after a 

bench trial as follows:

1 This amount included $650 for the cost of the building inspection, $5,026.35 for the cost of rental 

expenses, and $451.65 for utility expenses.
5

The factual findings of a judge are not entitled to the limited 

review afforded a jury verdict. While the findings are 

presumptively correct, the appellate court may examine all of 

the properly admissible evidence in the record. Due regard is 

given to the opportunity of the trial judge to assess the 

credibility of the witnesses, and our review does not entail 

weighing disputed evidence. Findings of fact will not be set 

aside unless the findings are clearly erroneous. A finding is 

clearly erroneous when, although there is evidence to support 

it, the reviewing court on the entire evidence is left with the 

definite and firm conviction that a mistake has been 

committed. We review a district court’s conclusions of law de 

novo on appeal.

Davis v. Harmony Dev., LLC, 2020 WY 39, ¶ 31, 460 P.3d 230, 240 (Wyo. 2020), ¶ 31, 

460 P.3d at 240 (quoting Ekberg v. Sharp, 2003 WY 123, ¶ 10, 76 P.3d 1250, 1253 (Wyo. 

2003)). We will not set aside a district court’s findings because we would have reached a 

different result. Id. (quoting Piroschak v. Whelan, 2005 WY 26, ¶ 7, 106 P.3d 887, 890 

(Wyo. 2005)).2

DISCUSSION

I. Did the District Court Properly Assign the Morningstars the Burden of Proving 

Monetary Damages Would be an Inadequate Remedy?

[¶15] The Morningstars assert the district court erred when it failed to properly apply 

precedent and required them to prove monetary damages were an inadequate or insufficient 

remedy when seeking specific performance. “Whether the district court applied the correct 

burden of proof is a question of law which we review de novo.” Gill v. Lockhart, 2022 WY 

87, ¶ 29, 512 P.3d 971, 980 (Wyo. 2022) (citing Wise v. Ludlow, 2015 WY 43, ¶ 19, 346 

P.3d 1, 7 (Wyo. 2015)).

2 Our review of this case is made more difficult due to the lack of a transcript. “It is the appellant’s 

responsibility to provide this Court with an ‘adequate record to allow us to review the district court decisions 

for an abuse of discretion.’” Jenkins v. Jenkins, 2020 WY 120, ¶ 6, 472 P.3d 370, 373 (Wyo. 2020) (quoting 

Walker v. Walker, 2013 WY 132, ¶ 26, 311 P.3d 170, 176 (Wyo. 2013)). “When no transcript or any other 

proper substitute record of the facts of a case is included in the record on appeal, we presume that there 

were no irregularities in the district court’s judgment.” Id. (quoting Walker, ¶ 26, 311 P.3d at 176). “[T]he 

lack of a transcript is not always fatal to an appeal.” Linden v. Linden, 2020 WY 9, ¶ 2 n. 1, 455 P.3d 1254, 

1255 n. 1 (Wyo. 2020) (citing In re SAJ, 942 P.2d 407, 409 (Wyo. 1997)). In this case, although the parties 

did not request specific findings of fact or conclusions of law pursuant to Rule 52 of the Wyoming Rules 

of Civil Procedure, the district court’s decision set forth enough facts to provide sufficient context for us to 

consider the Morningstars’ appeal.
6

[¶16] “Specific performance is an equitable remedy subject to the court’s sound 

discretion.” Davis, ¶ 30, 460 P.3d at 239. “Specific performance is not granted as a matter 

of absolute right even though there is a valid contract.” Id. at ¶ 32, 460 P.3d at 240 (quoting 

Reed v. Wadsworth, 553 P.2d 1024, 1037 (Wyo. 1976)).

Specific performance is an equitable remedy which compels 

the performance of a contract on the precise terms agreed upon 

or such a substantial performance as will do justice between 

the parties under the circumstances. It is a means of 

compelling a contracting party to do precisely what he should 

have done without being coerced by a court.

Id. at ¶ 34, 460 P.3d at 241 (quoting Davidson Land Co., LLC v. Davidson, 2011 WY 29, 

¶ 33, 247 P.3d 67, 76 (Wyo. 2011)). The objective in specific performance cases “is to 

place the party without fault in as nearly the same position as he would have been had there 

been no default by the other party.” Ekberg, 2003 WY 123, ¶ 22, 76 P.3d at 1257 (quoting 

McCoy Farms, Inc. v. J & M McKee, 563 S.W.2d 409, 415 (Ark. 1978)). A district court 

may grant specific performance “where there is a valid, binding contract and the facts and 

special equities of the situation demand such relief.” Davis, ¶ 33, 460 P.3d at 240 (quoting 

Dewey v. Wendtland, 2002 WY 2, ¶ 35, 38 P.3d 402, 416 (Wyo. 2002)).

[¶17] “[T]he ‘party requesting specific performance must be able to establish that 

damages for breach are an inadequate and impractical remedy under the circumstances of 

the case.’” Id. (quoting Rainbow Oil Co. v. Christmann, 656 P.2d 538, 545 (Wyo. 1982)). 

However, “as a general rule,” when it is the buyer of the real property who is seeking 

specific performance, “courts presume that a ‘remedy at law is inadequate . . . and no 

further allegation of inadequacy of legal remedy is necessary beyond that which is implied 

from the nature of the contract.’” Davis, 2020 WY 39, ¶¶ 37, 40, 460 P.3d at 241–42 

(quoting Keystone Sheep Co. v. Grear, 263 P.2d 138, 142 (Wyo. 1953)). In Keystone, we 

recognized “the right of the vendee3to maintain specific performance is too well settled to 

require further discussion.” 263 P.3d at 142–43 (quoting Baumann v. Pinckney, 23 N.E. 

916, 918 (N.Y. 1890)). We described the reason for this rule:

Where land, or any estate or interest in land, is the subject 

matter of the agreement, the jurisdiction to enforce specific 

performance is undisputed, and does not depend on the 

inadequacy of the legal remedy in the particular case. So it is 

said to be as much a matter of course for courts of equity to 

decree a specific performance of a contract concerning real 

estate, which is in its nature unobjectionable, as it is for courts 

of law to give damages for its breach. Equity adopts this 

3 A vendee is a purchaser of real property. Vendee, Black’s Law Dictionary (11th ed. 2019).
7

principle, not because the land is fertile, or rich in minerals, but 

because it is land, a favorite and favored subject in England 

and every country of Anglo-Saxon origin. Land is assumed to 

have a peculiar value, so as to give an equity for specific 

performance, without reference to its quality or quantity.

Keystone, 263 P.3d at 143 (quoting 81A C.J.S., Specific Performance, § [57]).

[¶18] Although the district court was aware of Davis and Keystone, it chose not to apply 

that precedent to this case. The district court committed an error of law when it placed the 

burden on the Morningstars to prove monetary damages were an inadequate or impractical 

remedy. The district court should have presumed a remedy at law was inadequate in this 

case. See Davis, 2020 WY 39, ¶¶ 37, 40, 460 P.3d at 241–42 (quoting Keystone Sheep Co., 

263 P.2d at 142).

II. Did the District Court Abuse its Discretion When it Denied the Morningstars’ 

Request for Specific Performance?

[¶19] The Morningstars claim the district court abused its discretion when it failed to order 

specific performance. We review the district court’s decision on specific performance for 

an abuse of discretion. Davis, ¶ 30, 460 P.3d at 239. We evaluate the “reasonableness of 

the choice made by the district court.” Id., 460 P.3d at 239–40 (quoting Dewey, 2002 WY 

2, ¶ 42, 38 P.3d at 417). “[J]udicial discretion is a composite of many things, among which 

are conclusions drawn from objective criteria; it means exercising sound judgment with 

regard to what is right under the circumstances and without doing so arbitrarily or 

capriciously.” Id., 460 P.3d at 240 (quoting Dewey, ¶ 42, 38 P.3d at 417).

[¶20] As discussed above, a buyer does not have an absolute right to specific performance, 

and the district court still needs to analyze whether the “special equities of the situation 

demand such relief.” Davis, ¶ 33, 460 P.3d at 240 (quoting Dewey, ¶ 35, 38 P.3d at 416). 

We have announced several factors the district court should consider when deciding 

whether to award specific performance: 1) the adequacy of consideration 2) whether the 

specific performance remedy would impose a hardship on one party that outweighs the 

benefits to the other; 3) whether the remedy would place an undue hardship on a third party; 

4) whether specific performance is impossible; 5) whether either party has unclean hands 

or has engaged in bad faith; 6) whether the contract contains liquidated damages or specific 

performance clauses; and 7) whether the contract provides that time is of the essence. 

Davis, ¶ 43, 460 P.3d at 242 (citing 19 Am. Jur. 3d Proof of Facts §§ 12–15, at 564–70 

(1993); 25 Samuel Williston, Treatise on the Law of Contracts §§ 67:73–67:78 (Richard 

A. Lord ed., 4th ed. 2019)).

[¶21] The district court considered these factors when making its decision. The district 

court gave no weight to the adequacy of the consideration or whether the remedy would 
8

place an undue hardship on a third party. It also found there was “no testimony or evidence 

as to ‘whether specific performance is impossible.” The district court acknowledged the 

Contract expressly provided that “time is of the essence” and contained a clause explicitly 

giving the Morningstars the express option to seek specific performance. The district court 

recognized these factors supported the Morningstars’ position.

[¶22] When considering whether specific performance would impose a hardship on one 

party that outweighs the benefits to the other, the district court found: “[o]rdering specific 

performance imposes a significant hardship upon the [Robisons] that outweighs the 

benefits to the [Morningstars].” The district court found the Robisons would “face 

significant costs and expenses” because they would have to pay the Morningstars’ 

attorney’s fees, their own attorney’s and realtor’s fees, and the cost of substitute housing 

and utilities until they could purchase another property. The district court found these costs 

would “erase significant amounts of equity” the Robisons would receive from the sale of 

their home. Because the Robisons tried and failed to secure another property, the district 

court found they would “essentially become displaced from being able to remain in the 

same neighborhood, and to have the ability to obtain alternative housing which would 

allow for retaining their pets.” The district court found the Morningstars “made suitable 

arrangements for their housing needs which are not dissimilar to their situation before 

entering into the Contract,” and they could be “made whole” without ordering specific 

performance. It found this factor favored the Robisons.

[¶23] When considering whether either party had unclean hands or had engaged in bad 

faith, the district court found the Morningstars “certainly” did not have unclean hands, nor 

had they engaged in bad faith. Although the district court found the Robisons breached the 

Contract, it also found they did not have unclean hands because “[t]he circumstances giving 

rise to their breach” were caused by the actions of their realtor. The district court found 

this factor to be neutral. After considering these factors, the district court found it would 

be inequitable and unjust to order specific performance.

[¶24] We find the district court abused its discretion when it found specific performance 

was not an appropriate remedy in this case. After finding only one of the special equities 

factors weighed in favor of the Robisons, the district court essentially rewrote the Contract 

to allow the Robisons to cancel the Contract because their preferred lot was unavailable—

a clause the parties agree was not included in the Contract. The Robisons admit they “had 

no legal recourse to cancel the Contract.”

[¶25] “Competent parties have the right to freely contract.” Hassler v. Circle C Res., 2022 

WY 28, ¶ 12, 505 P.3d 169, 173 (Wyo. 2022) (citing Nuhome Invs., LLC v. Weller, 2003 

WY 171, ¶ 8, 81 P.3d 940, 944 (Wyo. 2003)).

It is well established in Wyoming that when parties reduce a 

contract to writing, they must abide by its plainly stated terms. 
9

Courts are not free to rewrite contracts under the guise of 

interpretation where the contractual provisions are clear and 

unambiguous. Accordingly, in private disputes, a court must 

enforce the contract as drafted by the parties and may not 

relieve a contracting party from anticipated or actual 

difficulties undertaken pursuant to the contract, unless the 

contract is voidable on grounds such as mistake, fraud or 

unconscionability.

Snyder v. Lovercheck, 992 P.2d 1079, 1089 (Wyo. 1999) (internal citations and quotation 

marks omitted). “The parties were free to contract for whatever terms they wished,” and 

they chose to include a separate provision that allowed the Morningstars to seek specific 

performance. Id. The Contract did not include a contingency provision allowing the 

Robisons to cancel the Contract if the Snowmobile Lane lot was unavailable, thus placing 

the risk of loss on the Robisons. See Snyder, 992 P.2d at 1089. Courts “are not at liberty to 

rescue parties from the consequences of a poorly made bargain or a poorly drafted 

agreement by rewriting a contract . . . .” Hassler, 2022 WY 28, ¶ 12, 505 P.3d at 173 

(quoting Four B Props., LLC v. Nature Conservancy, 2020 WY 24, ¶ 56, 458 P.3d 832, 

846 (Wyo. 2020)). Even if the Robisons were able to purchase the Snowmobile Lane lot, 

they would have had to pay their realtor’s fees, obtain substitute housing, and pay utilities 

while they built their new home on that lot. Paying the Morningstars’ attorney’s fees was 

a foreseeable result of the Robisons’ unjustified breach of the Contract. The district court 

improperly shifted the risk and consequences of the Contract from the Robisons to the 

Morningstars. The facts “plainly establish the existence of a binding and valid contract 

and they also establish that the [Morningstars] were ready, willing, and able to” purchase 

the Property, “and would have done so but for the [Robisons’] refusal” to close the 

transaction. See Rainbow, 656 P.2d at 545. The facts also establish the Robisons had no 

legal justification for breaching the Contract. The Morningstars “abided by the terms of 

the [C]ontract[,] and [they are] merely asking [the Robisons] be required to do the same.” 

Id. Under the facts and circumstances of this case, specific performance is the proper 

remedy.

III. Did the District Court Err as a Matter of Law in its Computation of Damages?

[¶26] The Morningstars allege the district court did not follow the proper procedure for 

calculating damages. They assert there is a two-step approach to be followed when 

awarding a party-specific performance in the context of a real estate contract. They 

contend the district court must first determine whether specific performance is warranted. 

Then, after the real estate transaction has closed, the district court conducts an accounting 

of the non-breaching party’s damages. “[W]hether the district court employed the proper 

methodology or legal standard to calculate the damages award is an issue of law, which we 

review de novo.” Halling v. Yovanovich, 2017 WY 28, ¶ 28, 391 P.3d 611, 621 (Wyo. 
10

2017) (quoting Knight v. TCB Constr. & Design, LLC, 2011 WY 27, ¶ 16, 248 P.3d 178, 

183 (Wyo. 2011)).

[¶27] The district court required the Morningstars to choose between specific performance 

and monetary damages and found they could not elect to pursue both. We have said 

“remedies provided in a contract generally are not exclusive. Rather, such remedies are 

merely some of several remedies which might be pursued by an injured party.” Dewey, 

2002 WY 2, ¶ 40, 38 P.3d at 417 (citing Walters v. Michel, 745 P.2d 913, 915 (Wyo. 1987). 

The Contract did not include an “exclusive remedy” clause. Paragraph 3 of Attachment A 

allows the Morningstars to elect to either terminate the Contract and seek recovery of their 

earnest money or pursue specific performance. However, Paragraph XIII(B) of the 

Contract states: “this provision shall not limit any other remedies to which the parties may 

otherwise be entitled.” The district court committed an error of law when it interpreted the 

Contract as requiring the Morningstars to choose between specific performance and 

monetary damages.

[¶28] We have recognized that an award of specific performance may also result in an 

award of monetary damages. See Ekberg, 2003 WY 123, ¶¶ 23–24, 76 P.3d at 1257–58; 

Williams v. Collins Commc’ns, Inc., 720 P.2d 880, 893–94 (Wyo. 1986). In Ekberg, we 

discussed the “proper considerations that must be made when specific performance is 

granted.” 2003 WY 123, ¶ 23, 76 P.3d at 1257. We stated:

Since the time for performance has passed, the court relates 

that performance back to that date, by treating the parties as if 

performance had taken place at that time. Thus the real estate 

buyer is entitled to the rents and profits from the time the 

contract should have been performed, and the real estate seller 

is entitled to an offset for the interest on the purchase money 

which he would have received had the contract been 

performed. The process is more like an accounting between 

the parties than an assessment of damages.

Id., 76 P.3d at 1257–58 (internal citations omitted) (quoting Williams, 720 P.2d at 893–

94). We also cautioned against awarding damages that would place the non-defaulting 

party “in a position that was better than he would have been placed had there been no 

default on the option to purchase real property.” Id. at ¶ 24, 76 P.3d at 1258.

[¶29] The district court attempted to put the Morningstars into the position they would 

have been in if they had never entered into the Contract. However, the district court should 

have awarded damages that would put the Morningstars “in as nearly the same position as 

[they] would have been had there been no default by” the Robisons. Ekberg, 2003 WY 

123, ¶ 22, 76 P.3d at 1257 (quoting McCoy Farms, Inc., 563 S.W.2d at 415). Based on the 

limited record before us, the determination of monetary damages and any limits thereon 
11

should be decided by the district court. On remand, when determining if any monetary 

damages should be awarded in addition to specific performance, the district court’s 

“guiding principle” should be to relate the Contract back to August 27, 2021, and place the 

Morningstars in as nearly the same position as they would have been in if the Robisons had 

not breached the Contract. Id.

CONCLUSION

[¶30] The district court committed an error of law when it declined to apply the rule that 

the Morningstars, as the buyers of real property, did not have to prove monetary damages 

were an inadequate or impractical remedy when seeking an order for specific performance. 

The district court abused its discretion when it improperly used the special equities factors 

to rewrite the Contract to allow the Robisons to cancel the transaction. Finally, the district 

court committed another error of law when it awarded damages that did not place the 

Morningstars in as nearly the same position as they would have been in if the Robisons had 

not breached the Contract. We reverse and remand to the district court to enter an order 

granting the Morningstars’ request for specific performance and to determine what other 

damages, if any, should be awarded to the Morningstars.