Adams v. ANB Bank - Wyoming Supreme Court Opinion

IN THE SUP REME COURT, ST ATE OF W YOMI NG 20 26 W Y 31 OCTOBER TERM, A. D. 20 25 March 6, 2026 RICHARD W. ADAMS; KELLY A. ADAMS; and ADAMS & BAILEY, LLC, a Wyoming close limited liability company, Appellants (Plaintiffs), v. ANB BANK, a Wyoming branch ba nk; CAPITAL MANAGEMENT RESOURCES, LLC, a Colorado limi ted liability company; and TIM ANDERSON, in his capacity as a representative of ANB Bank of Wyoming, Appellees (Defendants). S- 25 - 0103, S - 25 - 0182 Appeal from the Distri ct Court of Natrona C ounty The Honorable Cather ine E. Wilking, Judge Representing Appellan ts: Philip A. Nicholas, Ni cholas & Tangeman, L LC, Laramie, Wyomin g. Argument by Mr. Nicholas. Representing Appellee s: Erin E. Berry and Christine L. Jordan, Hirst Applegate, LLP, Cheyenn e, Wyoming. Argument by Ms. Berr y. Before BOOMGAAR DEN, C.J., and GRAY, FENN, and HILL, J J., and MCKAY, D.J.

NOTICE: This opinion is subject to for mal revision before publication in Pacific Rep orter Third. Readers are requested t o noti fy the Cler k of the Supreme Court, Su preme Co urt Building, Cheyenne, Wyom ing 8200 2, of any typogr aphi cal or other formal errors s o that correct ion may be m ade befo re final publicat ion in the perma nent volum e.

1 GRAY, Justice. [¶1] Richard and Kelly Ada ms (the Adamses) an d Adams & Bailey, L LC 1 (collectively the Adams Family Parties) sued Am erican National Bank (ANB), Capit a l Management Resources, LLC (CMR), and Tim Anderson, P resident of ANB’s Casp er, Wyoming branch (collectively the Banks) alleging their actions and omissions relating to a March 17, 2017 mortgage and a May 22, 2019 sett lement agreement result ed in Adams & Bailey wrongl y losing the equity in its commercial propert y and the Adam s es wrongly losing the equity in their home. AN B and CMR c ounterclaimed a gainst Adams & Bailey, alleging it breached the May 22, 2019 settlement agreement and the covena nt of good f aith and fair dealing implied therein. They also sought their attorney fees and costs. The di strict court dismiss ed or granted summary judgment in fav or of the Banks on all claims and counterclai ms and awarded the Banks $2 00,963.19 in attorney fe es and costs. We affirm the district court’s dismissal and summary judgment orders with respect to the Adams Family Parties ’ claims. We reverse the district court’s grant of s ummary judgme nt to the Banks o n the counterclaims and the award of attorney fees and costs. ISSUES [¶2] The following issues ar e dispositive: 1. Did the district court properly interpret a nd enforce the March 17, 2017 mortga ge? 2. Did the distr ict court err by granting summary judgment to the Banks on the A dams Family Partie s ’ negligent misrepresentation/frau d claim? 3. Did the district court properly interpret a nd enforce the May 22, 2019 settleme nt agreement? 4. Did the distr ict court err by granting summary judgment to the Banks on the cou nterclaims? 5. Did the district court err by awarding the Ba nks their attorney fees and costs? 1 Adams & Bailey ’s c ertifi cate o f o rg aniza tion and its operating a gree ment state i ts name as “Ada ms and Bailey, LLC.” We wil l re fer to it as A dams & Baile y to avoid co nfus ion with ANB and the individ ual partie s inv olve d in this ma tter.

2 FACTS [¶3] This case presents a lengthy and c omplex factual histor y, involving m ultiple individual parties, v arious limited liability companies and banks, an d numerous loans and promissory notes secur ed by various collater al and mortgages. Thi s appeal turns on the e xecution of two co ntracts — a March 17, 2017 mortga ge and a May 22, 2019 settleme nt agreement. We confin e our rec itation of the fac ts to those necessary to place these cont racts in context and will add ress other facts wher e relevant in the discu ssion of the issues. A. March 17, 2017 Mort gage [¶4] The Adamses, married residents of Casper, Wyoming, owned a h ome on Tuffy Road. They formed two entities central to this dispute — Cobra Well Testers, LLC (Cob ra) in 2004 and Adams & Bailey in 2008. Cobra provided high- pressure well testing to the oil and gas industry, while Adams & Bailey was used to pu rchase comme rcial property on Salt Creek Highway in Casper, Wyoming (S alt Creek Property). First Interstate Bank (FIB) provided financing for Adams & Bailey’s purchase of the Salt Creek Prope rty in the amount of $289,500 (Commercia l Property Loan). Adams & Bailey granted FIB a mortgage on the Salt Creek Property (First Position Comme rcial Mortgage), and the Adamses granted FIB a second position m ortgage on their home (Second Position Residential Mortgage). Adams & Bailey leased the Salt Creek Property to Cobra for $3,200 a month. Adams & Bailey used the rental income to make the monthly payment on the Commercial Pro perty Loan. On Januar y 1, 2014, the Adamses’ daughter an d son - in-law, Yavette and Ni ck Bailey (the Baileys), became members of Adams & Bailey. [¶5] In April 2014, the A damses sold their membe rship interests in Cob ra to the Baileys for approximately $4 million. To finance the purchase of Cobra, t h e Baileys entered into an installment agreeme nt with the Adamses under which they agreed to pay the Adamses $2,765,581.06 over 120 months at $23,046.51 per month. The Bailey s separately obtained a $1.5 million l oan from AN B secured by Cobra’s eq uipment to assi st with the purch ase and related costs. At t he same time, Cobra obtained a $250,000 revolving li ne of credit (RLOC) from ANB, w hich was later increa sed to $450,000. [¶6] Between April 2014 and June 2016, oil pric es dropped, resulting in a decline in drilling activity. Cobra began experiencing sig nificant financial issues. While the Baile ys were current on their loan paym ents to ANB, Cobra had maxed out its RLOC and lacked the funds to repay it. ANB agreed to consolida te the Baileys’ $1.5 mill ion loan and Cobra’s RLOC. As a prerequisite to consolidating the loans, ANB requi red the Adamses to subordinate the ir outstanding seller note to ANB’s new consolidated position. O n December 15, 2016, the Adamses signe d a subordination agre ement. That same day, ANB and the Baile ys entere d into a one- year commercial l oan agreement in t he amount of $1,493,922.32 (hereina fter $1.49 Million Consolidated Loa n or Consolidated Loa n), and t he Baileys execut ed Promissory Note No. 0 011 9 04205 (Note 205) for that amo unt. Cobra

3 guaranteed repayment of the Consolidated Loan and grante d ANB a security interest in its inventories, accounts, i ntangibles, and equipm ent. [¶7] Cobra’s financial diffi culties continued into 2017. By January 2017, Cobra had overdrawn its accounts with ANB an d was in danger of not meeting its payroll obligations. Later that month, ANB extended a short - term loan to Cobra of $125,0 00. T he loan matured in March 2017, a t which time Cobra an d the Baileys were una ble to pay it. Cobra was again un able to satisfy its payr oll obligatio ns. Consequently, the Bai leys asked ANB for an additional loan of $ 235,000. ANB agreed to the loan, conditioned on Adams & Bail ey executing a second position mortg age on the Salt Creek Pr operty to AN B. Adams & Bailey agreed. [¶8] On March 17, 2017, the Baileys and ANB entered into a s hort - term l oan agreement for $235,000 ($235,00 0 Short - Term Loan or Short - Te rm Loan), th e Baileys executed Promissory Note No. 0011904207 (Note 20 7) for that amou nt, and Cobr a guaranteed repayment. Almost simultaneously, A dams & Bailey granted AN B a second position mortgage on the Salt Creek Property (March 2017 Mortgage or Mortgage). On October 30, 2017, the Baileys r epaid the $235,000 Short - Term Loan. Beca use it maintained the March 2017 Mortgage secured both th e $235,000 Short - Term Loan and the outsta nding $1.49 Million Consolid ated Loan, ANB did no t release the Mortgage. B. May 22, 2019 Settlem ent Agreement [¶9] O n May 31, 2018, Co bra filed for bankru ptcy under Chapter 11 of the United States Bankruptcy Code. ANB filed a credito r’s claim for $1,510,421.84, which represented the principal ($1,350,496.66) still owing on the Consolidated Loan plus interest, late charges, and other costs including attorney fees. The Adams es filed an unsecured claim for $1,461,825.46, the amount the Baileys still o wed them for the purchase of Cobra. Cobr a continued to operate its business out of the Sal t Creek Property as a d ebtor-in-possession. [¶10] On June 9, 2018, Adams & Bailey’s C ommercial Property Loan with FIB matured. Adams & Bailey did not pay the balanc e owing of $144,177. 02. On July 11, 2018, AN B, through its wholly ow ned subsidiary C MR, purchased the Commercial Property Loan from FIB for $140,528.13. The purchase i ncluded the First Position Co mmercial Mortgage on the Salt Creek Propert y and the Second Posit ion Residential Mortga ge on the Adamse s’ home. [¶11] I n January 2019, Cobra submitted a plan of re organization to the bankruptcy court. ANB objected to the p lan. In April 2019, legal counsel for Cobra, ANB, an d Adams & Bailey began settlement negoti ations, which resulted in a “Se ttlement Agreeme nt Providing for Treat ment of Secured Claims, Addressing Surcharge Issues and A llowing for Sale of Assets and Payment of Ad ministrative and Priorit y Claims Against the Estate” (Settlement Agreement or Agreement) dated May 22, 2019.

4 [¶12] Under the Settlement Agreement, ANB agreed to cap it s creditor claim at $1,079,879.95 (Lender Claim Cap), a nd Adam s & Bailey agreed to ex ecute and delive r to CMR a quitclaim deed for the Salt Creek Property (Quitclaim Deed) upon the parties signing the Agreeme nt. CMR co uld not re cord the Quitclai m Deed until certain conditions were fulfilled. All conditions for recording th e Quitclaim Deed were contingent on Adams & Bailey first satisfying the Lender Clai m Cap and the First Position Com mercial Mortgage through the sale of the Salt Creek Property. The Sett lement Agreement gave Adams & Bailey a maximum of 90 days (Sale Period) to sell t he Salt Creek Proper ty. If the Salt Creek Property was sold duri ng the Sale Period, Adams & Ba iley was required to apply the sale proceeds — up to the com bined total —to the Lender Claim Cap and the F irst Position Commercial Mortgage. If the Le nder Claim Cap and the First Po sition Commercial Mortgage were paid in full during the Sale Peri od, ANB was required to destroy the Quitclaim D eed an d release the Se cond Position Res idential M ortgage. If these obligations were not fully satisfied by the last day of the Sale Period, CMR was “authorized, without further action f rom any P arty, to immediately record the [Quitclaim] Deed.” If the Qui tclaim Deed was recorded, ANB was required to (1) deem the Fir st Position Commercial M ortgage to be paid i n full, (2) a pply a $335,014.45 cr edit to the Lender Claim Cap, and (3) release the Second Position Residential M ortgage. [¶13] On May 23, 20 19, the parties signed t he Settlement Agreement, a nd Adams & Bailey executed the Quitclaim Deed in favor of CMR. On August 7, 2019, the bankrup tcy court approved the Set tlement Agreement an d the Sale Period bega n. The next month, Cobra paid $199,440 t o ANB, which reduced the Lender Claim Cap to $880,4 39.95. The Sale Period ended on November 5, 20 19. Adams & Bailey did no t sell or receive any purchase offers for the Salt Creek Property during the Sal e Period. At the end of the Sale Period, the Com mercial Property Loan had a balance of approxi mately $165, 000 and th e Lender Claim Cap rem ained $880,439.95. [¶14] In May 2019, while the parties were ne gotiating the Settlement A greement, the Adamses listed their h ome for sale. In July, they entered into a contract to se ll the home for $525,000, and the s ale closed on Novemb er 14, 2019. CMR rec eived $167,068.79 a t closing, which fully satisfied the C ommercial Propert y Loan/First P osition Commercial Mortgage. CMR then released the Second P osition Residential Mo rtgage on the home. The next day, November 15, 2019, CMR reco rded the Q uitclaim D eed and ANB applied a $335,014.45 credit to the Lender Claim Cap. On Decem ber 3, 2019, ANB filed a motion in the bankruptcy cou rt seeking an order req uiring Cobra to sell its remaining asse ts to ANB for a credit bid of $254,360. The ba nkruptcy court granted the motion and dismi ssed the bankruptcy c ase in September 2020. Six months later, in Marc h 2021, CMR sold the Salt Creek Property. A fter costs, CMR rec eived $381,962.12 for the property.

5 C. This Lawsuit [¶15] In October 2020, the Adams Family Parties su ed the Banks, asserting various claims related to ANB’s failure to release the March 2017 Mortgage upo n repayment of the $235,000 Short - Term Loan, misrepresentat ions made to them conce rning the scope of the March 2017 Mortgage, and CMR’s failure to r ecord the Quitclaim Deed immediate ly after the conclusion of the Sale Period. ANB an d CMR counterclaime d against Adams & Bailey, contending it b reached the Settlement Agreement an d the covenant of good faith and fair dealing implied therein by fil ing this lawsuit. They also argu ed they were entitled to their attorney fees an d costs under the Settle ment Agreement’s f ee-shifting provision. [¶16] The district court ultimately dismisse d or granted summary judgment to the Banks on all claims and count erclaims. The district court determined the March 2017 Mortgage was unambiguous an d secured re payment of both the $235,000 Short-Term L oan a nd the $1.49 Million Consolidated Loan. Accordingly, it conclu ded ANB was not required to release the March 2017 Mortgage up on r epayment of the $2 35,000 Short-Term Loan because the Consolid ated Loan remai ned outstanding. The district c ourt further held th e Adams Family Part ies could not satisfy the relian ce element of t heir negligent misrepresentation/frau d claim because the alleged misrepresentat ions concerning the sc ope of the March 2017 Mortgage were contrary to the express terms of the Mortgage. The district court inte rpreted the Settlement Agreement as permitt ing— but not requiring — CMR to record the Quitclaim Deed i f both the Lender Claim Cap a nd the First Position Commercial Mortga ge had not been fully paid by the conclusion of the Sale Period. I t also held that the Settleme nt Agreement did not prohibit CMR fro m collecting proceeds from the sale of the Adamses’ home pursuant to the Second Position Residential Mortgag e, and the Agreement did not require CMR t o record the Quitclaim Deed bef ore the Adamses sold their home. The dist rict court det ermined Ada ms & Bailey br eached the Sett lement Agre ement a nd th e im plied covenant by fil ing t his lawsu it, th ereby dep riving A NB and CMR of th eir right to reso lut ion o f the is sue s without expensi ve and lengt hy liti gation. It found Adam s & Bailey ’s condu ct const itu ted a mater ial breach of th e Settle ment Ag reemen t, an d the Ban ks wer e en title d to their attorney fees and c osts und er the Agre ement ’s f ee - s hift ing prov ision. The A dams Fami ly Parti es timely appealed (Appeal No. S-25-0103). [¶17] The Banks subsequentl y f iled a mo tion in the district court for their attorney fees and costs. The district court granted the motio n and ordered the Adams Family Parties to pay the Banks $200,96 3.19 in attorney fees an d costs. The Adams Fa mily Parties appeal ed (Appeal No. S-25- 0182). We consolidated the appeals. STANDARD OF REV IEW [¶18] The district court dismissed some of the Ada ms Family Parties’ claims for failure to state a claim unde r W.R.C.P. 12(b)(6).

6 We review Rule 12(b)(6) dismissals de nov o. Peterson v. Laramie City Council, 2024 WY 23, ¶ 9, 54 3 P.3d 922, 926 (Wyo. 2024). “We exa mine the same materials and apply th e same standards as the district court, accepting the facts alleged in the complaint as true and vi ewing them in the light most favorable to the non - moving party.” Williams v. Lundval l, 2024 WY 27A, ¶ 6, 545 P.3d 431, 433 (Wyo. 2024). “Dismissal is appro priate only if i t is certain o n the face of the complaint that the plaintiff cannot a ssert any facts that create entitlement to relief.” I d. Hull v. N. Lincoln Hos p. Dist., 2025 WY 6, ¶ 19, 561 P.3d 791, 796 (Wyo. 2025). [¶19] The district court granted summary jud gment to the Banks on the re maining claims and counterclaims. We review a grant of summa ry judgment de novo. “This Court affords no deference to the distri ct court ’ s ruling and, instead, reviews a ‘summary judgme nt in the same light as the district court, usi ng the same materials a nd following the same standards.’” Hurst v. Metro. Pro p. & Cas. Ins. Co., 2017 WY 104, ¶ 8, 401 P.3d 891, 895 (W yo. 2017) (quoting Lindsey v. Harriet, 2011 WY 80, ¶ 18, 255 P.3d 873, 8 80 (Wyo. 2011)). “Summary judgment c an be sustained only when no genuin e issues of mate rial fact are pre sent and the moving party is entitled to judgment as a matter of law.” Rafter J. Ran ch Homeowner’ s Ass ’ n v. Stage Stop, Inc., 2024 WY 114, ¶ 17, 558 P.3d 562, 569 (W yo. 2024) (quoting Gumpel v. Cop perleaf Homeowners Ass ’ n, I nc., 2017 WY 46, ¶ 24, 393 P.3d 1279, 1289 (Wyo. 2017)); W.R.C.P. 56(c). “W hen, as here, the district court re solved the case by t he grant an d denial of cross - motions for summ ary judgment, ‘both the gra nt and the denial of the motions for a summary judg ment are subject to appeal’ if the decision complet ely resolves the case.” Hurst, ¶ 8, 401 P.3d at 895 (quoting Li ndsey, ¶ 18, 255 P.3d a t 880). Teton Cnty. Bd. of Cnty. Comm ’ rs v. Bd. of L and Co mm’rs, 2025 WY 48, ¶ 8, 567 P.3d 675, 678 (Wyo. 2025). [¶20] We review de novo the district court’s interpr etation of the March 2017 Mort gage and the Settlement Agreement. Eide n Constr., LLC v. H ogan & Assocs. Builders, LLC, 2024 WY 138, ¶ 44, 561 P.3d 304, 31 8 (Wyo. 2024) (“ Contract interpretation presents questions of law w hich we review de novo.” (q uoting Larson v. Burton Constr., Inc., 2018

7 WY 74, ¶ 16, 421 P.3d 538, 544 (Wyo. 2018))). S ee also Richard son v. State ex rel. Wyo. Dep’ t of Health, 2024 WY 47, ¶ 16, 54 7 P.3d 327, 332 (Wyo. 2 024) (“ We interpret settlement agreements de novo [.]”); First Nat’ l Bank of Laramie v. Cook, 12 Wyo. 492, 76 P. 674, 676 (19 04) (“A mortgage i s a contract oblig ation, and is a s sacred as any other contract[.]”). When re viewing a district court’s award of attorney fee s, we review de novo w hether there is legal authority to award attorney fees, but we rev iew for an abuse of discretion the final fee award. Redland v. Kimsey, 2025 WY 85, ¶ 45, 573 P.3d 497, 511– 12 (Wyo. 2025). DISCUSSION I. Did the district court properly inte rpret and enforce the Ma rch 17, 2017 mortgage? A. The District Court’s I nterpretation of the March 2017 Mortgag e [¶21] The Adams Family Parties argue the district court erroneou sly interpre ted the March 2017 Mortgage as secur ing repayment of both the $235, 000 Short-T erm L oan and the $1.49 Million C onsolidated Loan. T hey claim the M arch 2017 Mortgage secured only repa yment of the $235,000 S hort - Term Loan an d Wyo. Stat. Ann. § 34 -1- 132 re quired ANB to rele ase the Mortgage when tha t loan was repaid in October 2017. [¶22] “A mortgage is a contract obligation, a nd is as sacred as any other c ontract[.]” First Nat’l Bank of La ramie, 76 P. at 676. “ A court ’ s goal in int erpreting a contrac t is to determine ‘ the parties’ intent[.] ’ ” Jonah Energy LLC v. Wyo. Dep’ t of Revenue, 2023 W Y 87, ¶ 11, 534 P.3d 902, 906 (Wyo. 2023) (quoting Hassler v. Circle C Res., 2022 WY 28, ¶ 12, 505 P.3d 169, 173 (Wyo. 2022)). “[W]e begin our analysis of any contract wit h the document’s plai n language. ” Claman v. Popp, 2012 WY 92, ¶ 26, 279 P.3d 1003, 1013 (Wyo. 2012) (citing H unter v. Reece, 2011 WY 97, ¶ 17, 253 P.3d 497, 501 – 02 (Wyo. 2011)). [T]he words used in the contract are affor ded the plain meanin g that a reasonable person would give to the m. Doctors’ Co. v. Insurance Corp. of America, 864 P. 2d 1018, 1023 (Wyo. 1993). When the pro visions in the contract are clear and unambiguous, the court looks only to the “fo ur corners” of the document in arriving at the intent of the parties. Union Pacific Resources Co. [v. Texac o ], 882 P. 2d [212,] 22 0 [(Wyo. 1994)]; Prudential Preferred Properties [v. J and J Ventures ], 859 P.2d [1267,] 1271 [(Wyo. 1993)]. In the absence of any ambiguity, the contract will be enforced accor ding to its terms because no construction is appropriat e. Sinclair Oil Corp. v. Republic Ins. Co., 929 P.2d 535, 539 (Wyo. 1996).

8 Claman, ¶ 26, 279 P.3d at 1013 (quoting H unter, ¶ 17, 253 P.3d at 502 (quoting Amoco Prod. Co. v. EM Nominee P’ship Co., 2 P.3d 534, 540 (Wyo. 200 0))). “We review a contract in its en tirety and consid er each pr ovision in light of the others, avoiding an interpretation that mak es any provision inco nsistent or meani ngless.” Jonah Energy, ¶ 11, 534 P.3d at 907 (citing Thornock v. PacifiCorp, 2016 WY 93, ¶ 13, 379 P.3d 175, 180 (Wyo. 2016)). [¶23] Section 2 of t he Marc h 2017 Mortgage stat es Adams & Bailey, as Mortgagor, “grant[s], bargain [s], c onvey [s], mortgage [s] and warrant [s]” to AN B, as Lender, the Salt Creek Pro perty “to secure the Se cured Debts and [Adams & Bailey] ’s performance under this Security Instrumen t.” Section 3 of the Mo rtgage provides: 3. SECURED DEBT S. The term “Sec ured Debts” includes and this Security Instrument will s ecure each of the follow ing: A. Specific Debts. The following debt s and all extensions, renewals, refinancings, modifica tions and replacements. A promissory note or o ther agreement, No. 0011904207 [Note 207], dated Marc h 17, 2017, from Nicholas Bailey and Yavette Bail ey (Borrower) to [ANB], with a lo an amount of $2 35,000 and maturi ng on May 1, 2017.. . . Section 23 states: 23. OTHER TERMS. The following are applicable to this Security Instrument:. . . B. Additional Term s. In addition to the debts listed above in Section 3 of this Deed of Trust, this Deed of Trust shall secure each of the following, which are also “ Secured Debts ” for all purposes of this Deed of Trust: Promissory Note #001190420 5 [Note 205], dated December 15, 2016. [¶24] The district court correctly interprete d the March 2017 Mortgage as securing both the $235,000 Short - Ter m Loan and the $1.49 Million Co nsolidated Loan. Under Sect ion 2 of the Mortgage, Adams & Baile y granted ANB a mortgage on th e Salt Creek Property

9 to back the “Secured Debts.” Sections 3(A) and 23(B) define “Secured Debts” as those represented by Note 207 and Note 205. Note 207 and Note 205 are the promissory notes associated with the $235,000 Short - Term Loan and the $1.49 Millio n Consolidated Loan, respectively. [¶25] The district court pr operly decide d AN B was not require d to release th e March 2017 Mortgage upon repa yment of the $235,000 Short-Term Loan wh en the $ 1.49 M illion Consolidated Loan rem ained unpaid. The Ma rch 2017 Mortgage states it “will rema in in effect until the Secured Debts and all underlying agreements have been terminated in writing by [ANB].” (Emphasis added.) It is undisputed that while the $235,000 Short - Term Loan was repaid in October 2017, the $1.49 Millio n Consolidated Loan remaine d outstanding. B. Adams Family Partie s’ Arguments [¶26] The Adams Family Parties advance six related arguments to support their position that the March 2017 Mortgage s ecur es only the $235,0 00 Short-T erm L oan (Note 207) and ANB was required to release the Mortgage up on repayment of the Short - Term Loan. We address each argument. 1. Wyo. Stat. Ann. § 34-1-132 [¶27] T he Adams Fa mily Parties argue ANB was required to release the March 2017 Mortgage upon repayment of the $235,000 Sh ort-Term L oan pur suant to Wyo. Stat. Ann. § 34 -1-132. That statute requires a mortgagee to release a mortgage “ if there has been full performance of the condition of th e mortgage a nd if there is no other written agreement between the mortgagee and mortgag or encumbering the pr operty sub ject to the mortgag e.” Wyo. Stat. Ann. § 34 - 1-132(a) (L exisNexis 2025) (emp hasis added). The “con dition” of the March 2017 Mortgage was repayment of the “ Secured Debts, ” which included the debts associated with Note 2 07 and Note 205. AN B was not required to r elease the March 2017 Mortgage under Wyo. Stat. Ann. § 34 -1-132 until it receive d repayment of both the $235,000 Short -Term Loan (No te 207) and t he $1.49 Million Consolidated Loan (Note 205). 2. Section 1 of the M arch 2017 Mortgage [¶28] T he Adams Family Parties assert the wor ds “this transactio n” in Section 1 of the March 2017 Mortgage refer exclusively to the $235,0 00 Short-Term L oan, not the $1.4 9 Million Consolidated Loan. Section 1 of th e March 2017 Mortg age defines the word “loan” as “this transaction generall y, including obligati ons and duties arising fr om the terms of all documents prepared or sub mitted for this transaction. ” The Adams Family Parties’ interpretation is overly restrictive and ignores both the p lain language of the definition and the broader context of t he mortgage instru ment. Even assuming arguend o

10 that “this transaction” refers to the $235,000 Short-Term Loan, the definition of “loan” expressly includes “obligations and dutie s arising from the terms of all documents prepared or submitted for this tra nsaction.” The March 2017 Mortg age is undeniably a “docu ment[] prepared or submitted for this trans action” an d one of the “o bligations and dutie s arising from [its] terms” is that the Salt Creek Property serve as security for repayment of the “Secured Debts.” The M ortgage’s operative sections make c lear that “Secured Debts” encompass all obligati ons covered by the inst rument, including the debts associated wit h both the $235,000 Short-Term L oan (Note 207) and the $1.49 Million Consolidated Loa n (Note 205). 3. Section 3 of the March 2017 M ortgage & Wyo. Stat. Ann. § 34-2-107 [¶29] T he Adams Family Parties argue the “Speci fic Debts” clause of Section 3 controls the transaction. Section 3 on the first page of the Mar ch 2017 Mortg age defines “Secure d Debts” with a “Specific Debts” clause which explicitly identifies the debt by note (Note 207), borrower names (the Baileys), a mount ($235,000), and due date (May 1, 2017). The Adams Family Parties assert that th e explicit identification in Sect ion 3 of Note 207 (by note number, borrowe r names, amount, and d ue date) was intend ed to clearly defin e all secured debts in a si ngle location, create d a pre sumption that no oth er secured debt exi st ed, and that “[a] reasonable person reading the SECURED DE BTS would not go searching for inconsistent language” buried in Section 23(B) on page 6. They also contend t hat even if a reader examined Section 23(B), t he provision does not cl early describe the additional debt because it fails to i dentify the debtor by n ame or state the amoun t owed, as they claim is required by Wyo. St at. Ann. § 34-2-107. 2 [¶30] The Adams Family Pa rties’ position is contrary to settled principle s of contract interpretation. Courts are required to “review a contract in its entirety and consider each provision in light of the others, avo iding an interpretation that makes any provision inconsistent or meaningless.” Jonah Energy, ¶ 11, 534 P.3d at 907 (citing Thornock, ¶ 13, 379 P.3d at 180). Equally unavailing is their invocation of Wyo. St at. Ann. § 34 -2-107, which provides only a permissive, not mandat ory, statutory form for real estate mortgage s (“may be in the followi ng form”) and sets fort h a basic template with placeholders for the mortgagor, amount o f indebtedness, du e date, interest r ate, and prope rty description. See May, Merriam- Webst er Dictionary, https://www.merri am-webster.com/dictio nary/may 2 The Adams Fa mily Partie s also argue tha t if they ex amined Sectio n 23(B), the y would no t know what Promissory Note #001190 4 205 (Note 205) desc ribed becau se they w ere not parti es to th at no te. While the Adams Family P arties w ere n ot p arties to No te 205, that note was signed in conjunction with the $1.49 M illi on Consolida ted L oan. The Adam ses were aw are of the C onsolidated L oan becau se they signed an agreement subord inating the Bailey s’ deb t to t hem f or the purchase o f Cobra to the Consolidated Loan. More impor tantly, as w e note la ter, by signing the March 2017 Mo rtgage, Adams & Bailey “canno t avoid it on the ground that [it] did not attend to its terms . . . .” Fleig v. Est. of Fleig by & through Fleig, 2 018 WY 30, ¶ 12, 413 P.3d 638, 642 (Wyo. 2018) (quot ing Est. of Dahl ke ex rel. Jubie v. Dahlke, 2014 WY 29, ¶ 50, 319 P.3d 116, 128 (Wyo. 2014)).

11 (last visited Feb. 20, 2026) (defining “may” as “have permission to”); Anderson v. Bd. of Cnty. Comm’rs of Teton Cnty., 2009 WY 122, ¶ 22, 217 P.3d 401, 407 (Wyo. 2009) (“[T]he use of the permissiv e word ‘may’ authorizes th e specified action, but does not require it.”). Neither the “Specific Debt s ” clause nor § 34 -2- 107 supports limiting the March 2 017 Mortgage to solely the $235,000 Short -Term L oan. The document, construed as a whol e under Wyoming law, confirms that t he Salt Creek Property secures both t he Sho rt-T erm Loan and the C onsolidated Loan, an d the statute does not impose a r equirement that every mortgage be identica lly detailed or precisely follow the exemplar f ormat. 3 4. Unawareness/Fai lure to Read Section 2 3(B) [¶31] T he Adams Family Parties ask us to disregar d Section 23(B) entirely because they were unaware of it or did not read it. Wyomin g law is clear that “[o]ne who signs a contra ct generally cannot avoid it on the ground tha t he did no t attend to its terms, or did not read it, or supposed that it was different in its ter ms, or that he took someone’s word as to what it contained.” Fleig v. Est. of Fleig by & through Fleig, 2018 WY 3 0, ¶ 12, 413 P.3d 638, 642 (Wyo. 2018) (quoting Est. of Da hlke ex rel. Jubie v. Dah lke, 20 14 WY 29, ¶ 50, 319 P.3d 116, 128 (Wyo. 2014) (quoting Laird v. Laird, 597 P. 2d 463, 467 (Wyo. 1979))). While we are sy mpathetic to the Adams Fam ily Parties’ plight, this rule fore closes their request to ignore Secti on 23(B) based on their unawareness or failure to read it. 5. Section 23(B)’s R eference to Deed of Tr ust [¶32] T he Adams Family Parties point to a drafting anomaly: Sect ion 23(B) refers to a “deed of trust” rather than a “mortgag e.” It is obvious, however, th at “deed of trust” in Section 23(B) refers to the March 2 017 Mortgage. The operative te xt reads: “In additio n to the debts listed above in Section 3 o f this Deed of Trust, this Deed of Trust shal l secure each of the following, which are also ‘ Secured Debts ’ for all purpo ses of this Deed of Tr ust. . . .” (Emphasis added.) While there are technical differences betwe en a deed of trust and a mortgage—most no tably in the parties involved (deed of trust includes a neutral trustee) and foreclosure proced ures (deeds of trust ofte n allow non - judi cial foreclosure) —their core function and pur pose are identical — both serve to secure repayme nt of a debt by conve ying a security interest in real property t o the lender (or trustee for the lender ’ s b enefit). See 3 The Adams F amily Pa rties emphasize t hey were not dir ect deb tors of AN B and never persona lly prom ised to pay or guarantee any o f Cobra’s or the Ba ileys’ debts. This is factually accurate in a na rrow sense: neither the A damses no r Adams & Baile y signed a s eparate personal gu arantee or borrowed funds di rectly from ANB. H owever, th is point is irrelevant t o the sco pe of the M arch 2017 Mortgage. A dams & Ba iley — an entity formed and l argely controlled by t he Adamse s — executed the M or tgage as mor tgagor. Under its plain terms, Adams & Bailey gran ted ANB a mortgage on the Sa lt Creek Property “to secure the Secure d Deb ts an d [Adam s & Bail ey ] ’s perfor mance un der” th e Mortgag e. It also “ag r ee[d] tha t all pay ments und er the Secu red Debt s wil l be paid when due and in ac cordanc e with the ter ms of t he Sec ured Deb t s and this Security Inst rumen t.” The “Secured Debts,” as de fined in the integrat ed instrument, expres sly include both the $235,000 Shor t-T erm Loan (Note 207) and the $1. 49 M illio n C onsol ida ted L oan (Note 20 5).

12 54A–55 Am. Jur. 2d Mortgage s §§ 1, 109, 110, 445 (2020) (explaining that both instruments pled ge real property to secure inde btedness, with differen ces primarily in form and enforcement mech anics rather than substance). The use of “deed of trust” here is a harmless misnomer tha t does not alter the instrument ’ s legal effect or the clear int ent to expand “Secured Debts” beyond Section 3 ’s specifics. Cf. Tollefson v. Wyo. State Ret. Bd., 2003 WY 150, ¶ 16, 79 P.3d 518, 524 n.3 (Wyo. 2003) (perceiving inaccuracy in employment contrac t concerning its effecti ve date “to be a scrivene r’s error”). 6. Extrinsic Evidence [¶33] D espite the plain language of the March 2017 Mortgage stating it secures repayment of both the Short - Term Loan and t he Consolid ated Loan, the Ada ms Family Parties point to extrinsic evidence (loan overviews, insurance require ments, and in ternal memos) which they claim shows the parties did not inten d for the M ortgage to secure the $1.49 Millio n Consolidated Loan. They raise a loan overview prepar ed by ANB l oan officer Brent Russ on March 16, 2017, t o ANB’s Executive Loan Commi ttee which shows the $235,000 Short- Term Loan was to be secured by a second positi on mortgage on the Sal t Creek Property and the $1.49 Million Consolidated L oan was secure d by Cobra’s equipment. The Adams Family Parties point to an “Agree ment to Provide Insurance,” signed by Adam s & Bailey immediately a fter signing the Mar ch 2017 Mortgage, r equiring $235,000 i n insurance for the Salt Creek Property. Consistent wit h this agreeme nt, the Adams Family Parties provided AN B an insurance policy f or $235,000 which stated the March 2017 Mortgage secured the $235,000 Short - Term Loan. Finally, they rely on a May 1, 20 17 memo from Mr. Anderson to ANB’ s Executive Loan Com mittee seeking an extens ion of the deadline for r epayment of the $235,000 S hort - Term Loan. In the memo, he reports (1) the $235,000 Short - Term Loan is secured b y a lien on Cobra’s equipment and the Marc h 2017 Mortgage and (2) the $1.49 Million Consolidated Loan is sec ured by a lien on Cobra’s equipment. [¶34] The Adams Family P arties recognize th e general rule a gainst the use of extri nsic evidence when interpreting an unambiguous contract. See generally Chesapeake Exp l., LLC v. Morton Prod. Co., L LC, 2025 WY 15, ¶ 32, 562 P.3d 1286, 1296 (Wyo. 2025) (“Courts will only turn to extrinsic evidence and rules of contract cons truction if a contract is ambiguous and its meaning i s doubtful or uncertain.”). The Adam s Family Parties then direct us to case law stating we can lo ok to the surrounding circum stances, facts showing the relation of the parties, the contract’s subject matter, and the pur pose for making the contract to determine the parties’ int ent even when reviewing an un ambiguous contract. This principle of contr act interpretation a pplies only “in situ ations where an otherwi se unambiguous term had a different, special, or technical usag e at the time the contract was executed.” Id. ¶ 48, 562 P.3d at 1299 (quoting Thornock, ¶ 19, 379 P. 3d at 181). See also Jonah Energy, ¶ 31, 534 P.3d at 912 (“ Facts a nd circumstances outsi de the four corners of the contract ca nnot be used to explain, in gen eral terms, what pa rties must have intended when they executed the contract. Extrin sic evidence is only admiss ible to provid [e] an

13 industry standard or a specialized m eaning to a particular term.” (citations and quotation mark s omitted)). Th e Adams Famil y Parties have not identified a ny terms within the March 2017 Mortgage that had “a different, special, or technical usa ge” at the time it was signed. We do not con sider the Adams Famil y Parties’ extrinsic evi dence. [¶35] The March 2017 Mor tgage is not a mbiguous. By its plain terms, it s ecures repayment of both the $235,000 Short -Term L oan and the $1.49 Million Consoli dated Loan. ANB was not required to relea se the March 2017 M ortgage upon repaymen t of the Short-Term Loan as th e Consolidated Loan re mained outstandin g. C. Enforceability of Mar ch 2017 Mortgage [¶36] The Adams Family P arties argue that e ven if t he district court correctly interpre ted the March 2017 Mortgage as securing repayment of both the $235, 000 Short - Term Loan and the $1.49 Million Consolidated Loan, the March 2017 Mortgage cannot be enforced as securing the Consoli dated Loan because (1) Section 23(B) of the M arch 2017 Mortgage is an unenforceable dra gnet clause; (2) th ere was no consideratio n to support extending the March 2017 Mortgage to the Consol idated Loan; and (3) Adam s & Bailey was not auth orized to pledge the Salt Creek Prop erty as security for the Con solidated Loan. We address each argument. 1. Dragnet C lause [¶37] The Adams Family Pa rties argue that “ [u] nbeknownst to [them ] and contrary to the explicit representation s made by ANB ’s officers to [the m], AN B included a hid den, obscure dragnet clause within the boilerpla te of the [March 2017] Mortgage on page 6, paragraph 23.” They contend the dra gnet cl ause is unenforceable because it does not clearly identify that Note 205 belongs to the B aileys 4 for an antecedent debt or the amount of the debt. [¶38] A dragnet clause (also known as an “anaconda” clause) in a mortgage or deed of trust is a provisi on that extends the secu rity interest in the real property to debt that the borrower al ready owes or may in the future owe to the lende r. 5 U nited Nat’l Bank v. Tellam, 644 So. 2d 97, 98 (Fla. Dist. Ct. App. 1994); Lundgren v. N at’l Bank of Alaska, 756 P.2d 270, 277 (Alaska 1987). Such cl auses facilitate ongoing len ding relationships by allowing collateral to s ecure future obliga tions, but courts scr utinize them closely beca use 4 T he Ad ams F amily Parti es mistakenly s tate throughout thei r brief that Note 205 and its corresponding debt belong to Cobra. Note 205 was si gned by th e Baileys and its correspondin g debt (the $1.49 Million Consolidated L oan) belong s to them. 5 The Banks cl aim Section 23(B) is not a drag net clause becau se i t speci fically id entifies the debt. W hile courts consider sp ecifici ty when determin ing the enforceability of a dragnet clause, specificity is not controlling in determining whether a clau se qualifies as a dragne t clause. Section 23(B) is a d ragnet clause because it uses the S alt Cr eek Prop erty to se cure pr e - existing debt.

14 of their potential to “e n wrap the unsuspecting debtor in the folds of indebtedness embrace d and secured in the mor tgage which he di d not contemplate.” United Nat ’l Bank, 644 So. 2d at 98 (quoting Berg er v. Fuller, 180 Ar k. 372, 21 S.W.2d 41 9, 421 (1929)). [¶39] While dragnet clauses may apply t o both ante cedent debts and future advance s, th e clause in this case i nvolves only ante cedent debt — the $1.49 Millio n Consolidated Loan represented by Note 2 05, exec uted December 15, 2016. Courts h ave taken divergent approaches to enforcin g dragnet clauses for a ntecedent debts: • Strict approach: Some jurisdictions refuse to extend a mortgage to antecedent debt unless the debt is spec ifically identified i n the mortgage. See, e.g., Lundgren, 7 56 P.2d at 278 –79; United Nat’l Bank, 644 So. 2d at 98; First Nat’l Bank & T r. Co. v. Lygrisse, 647 P.2d 1268, 1271 – 72 (Kan. 1982). Thes e courts reason that if the parties truly intended coverage, they would have expr essly named the prior de bt. United Nat’ l Bank, 644 So. 2d at 98. • Lenient approach: Other courts enforce br oadly worded dragnet clauses with out requiring specific ident ification of antecedent debt (e.g., all “ existing or future ” loans or “[a]ll indebtedness of mortgagors no w existing or hereafter incurred”), provided the clause clearly manifests intent to cover past obligation s. See Horob v. Farm Credit Servs. of N.D. ACA, 20 10 ND 6, ¶ 1 7–18, 777 N.W.2d 611, 616; Clo vis Nat’l Bank v. Harmon, 1984-NMSC- 119, ¶ 9, 692 P.2d 1315, 131 8 (emphasis omitt ed). These court s emphasize that parties could limit coverage if desired. Clovi s Nat’l Bank, ¶ 10, 692 P.2d at 1318. [¶40] Wyoming precedent l eans towa rd the more le nient approach, at least in an analogous context. In First Nat ’ l Bank, Cortez, Colo. v. First In terstate Bank, Riverton, Wyo., 774 P.2d 645, 647 (Wyo. 1989) (Cortez II), we enforced a dragnet clause in a Uniform Commercial Code (UCC) security agree ment that secured antec edent debt without specifying the amount or details of the prior obligation. Mr. and Mrs. Walker borr owed $93,000 from Rive rton Bank and the loan was secured by two drilli ng rigs. Later, they borrowed $7,328.35 from Riverton Ba nk an d this loan was secured by the Walkers’ airplane. Id. The security agreement, which was properly reco rded, sp ecifically referred to the $7,328.35 loan a nd contained a drag net clause stating: [T]his security agreem ent secures all amount s [the Walkers ] owe to [Riverton] Bank, whether now or later. This means that every loan [the Walkers] have now or get lat er is secured by this security agreement, as well as any other amount [they] may owe to the Bank (such as an overdr aft on [their] checking account).

15 Id. At the time of the $7,328.35 loan, the Walkers owed Riverton Bank $ 77,605 on the prior $93,000 loan. Id. A few months later, Mr. Walker obtained a $58,836.7 3 loan from Cortez Bank and grante d Cortez Bank a security interest in the Walkers’ airplane. Id. After an apparent default, Riverton Bank sold the airplane and other collateral for $70,000 and retained all the s ale proceeds. Id. Cortez Bank sued Riverton Bank, claiming it was entitled to the proceeds from the sale of the airp lane in excess of $7, 328.35, the amount specifie d in the recorded security agreement. Id. at 647 – 48. We conclud ed the dragnet clause “specifically provided ” coverage for all amounts owed (existing or futur e) and ga ve subsequent creditors constructive no tice to inquire further. Id. at 648, 650. While Cor tez II was decided under the UCC and did not s pecifically address the validity of a dragne t clause in a real estate m ortgage, it did interpret the dragnet clause in th e security agreement as (1) “specifically provid[ing], as between the Walkers and the Riv erton Bank, that all amounts owed to [Rive rton Bank], whether then existing or later advanced, were covered by the security agree ment” and (2) “clearly manifest[ing] the inte ntion of the parties that the aircraft served as c ollateral to secure the pre - existing debt.” Id. at 648. It also foun d there was “no question that the Walkers and th e Riverton Bank intend ed that the [airplane] serve as security for pr eviously existing indeb tedness.” 6 Id. at 650. [¶41] We need not definiti vely adopt one approach here, howe ver, because Section 23(B) of the March 2017 Mortgage satisfies even the strict approach. The March 2017 Mortgage clearly identifies the a ntecedent debt — Promi ssory Note #00119042 05 (Note 205), dated December 15, 2016. It specifically states t he note is a “Secured Debt ” under Section 3. [¶42] The Adams Fa mily Parties argue the dragnet clause i s not enforceable becaus e it does not identify the owner of the note or its amount. The y do not p rovide legal authority for their argument that a dragnet clause is only enforceable if it iden tifies the owners and amount of the debt. Case law suggest s there is no su ch requirement. See Dixie Ag Supply, Inc. v. Nelson, 500 So. 2d 1036, 1 040 (Ala. 1986) (“ Th e failure to d escribe the existing indebtedness with mor e specificity as to date and amount of past due balance does n ot create an ambiguity, because the security agree ment refers to a specific existing pro missory note. Therefore, the more general refere nce to the existing Garris/Dixie Ag promi ssory note and existing debt was sufficient.”). Cf. Cortez II, 774 P. 2d at 650 (concluding, in the 6 T he Adams F amily Parties r ely o n our dec isi on in F irst Nat ’ l Bank, Cortez, Colo. v. First Int erstate Ba nk, Riverton, N.A., Wyo., 758 P.2d 1026, 10 32 (Wyo. 1988) (Cort ez I), vacated on reh ’ g, 774 P.2d 64 5 (Wyo. 1989), t o claim tha t “ [w] h ere a m ortgage i s given to se cure a spec ific deb t na med, the secur ity will not be extended as to an tecedent d ebts unl ess the in stru ment so prov ides and identif ies those i ntended to be s ecured in clear terms [.] ” As t he A dams Family Partie s acknowledge, Cort ez I was vacated on rehearing by Cortez II. Nevert heless, the y claim that Cort ez II did not overrule th e above s tate ment o f law in Cortez I but instead “ created a na rrow exception . . . w here the tran sacti on was in goods covered by the Uniform Commerc ial Code and the an tecedent de bts belonged to the cred itor and w ere adequately described in a prope rly filed UCC fi ling state ment. ” Cortez II specifi cal ly hel d Corte z I “was in error ” and “vacated ” it. Cortez I I, 774 P.2d at 646. Co rtez I is no l onger goo d law.

16 UCC context, that “[t]he law does not require that a security agreement recite the amount of the debt secured”). [¶43] Because the dragnet clause in the March 2 017 Mortgage specificall y identifies the antecedent debt, it is va lid and enforceable with respect to that debt. 2. Consider ation [¶44] The Adams Family Parties argue the March 2 017 Mortgage cannot b e enforced as to the $1.49 Million Consolidated Loan because there was no consi deration for extending the Mortgage to that loan. They say ANB did not negotiate any conc essions or extensions of the $1.49 Million Consolidated Loan or make any other pr omise to Adams & Bailey i n exchange for its agree ment to mortga ge the Salt Creek Property for t he purpose of securing the Consolidated Loan. “The basic elements of a contract are offer, ac ceptance and consideration.” McLean v. Hyland Enter., Inc., 2001 WY 111, ¶ 42, 34 P.3d 126 2, 1272 (Wyo. 2001) (c iting Bouwens v. Centrilift, 974 P.2d 941, 946 (Wyo. 1999)). “A generally accepted definition of consideration is that a legal detriment has been bargained for and exchanged f or a promise.” Moorcroft State Ba nk v. Morel, 701 P.2d 1159, 1161 – 62 (Wyo. 1985). A suf ficient legal detriment is t he promise or performance of “an y act, regardless of how slig ht or inconvenient, which [the pro misee ] is no t obligated to promise or perform so long a s it does s o at the request of th e promisor and in exc hange for the promise. ” 3 Williston on Contracts § 7:4 (4th ed.), Westla w (database update d November 2018).. . . Thus, “[v]aluable c onsideration . . . may consist of an exchang e of mutual promises, which pr omises impose a legal liabil ity upon each promi sor. ” Kindre d Healthcare Operating, Inc. v. Boyd, 2017 WY 122, ¶ 42, 403 P.3d 1014, 1024 – 25 (Wyo. 2017) (quoting Carroll v. Bergen, 2002 WY 166, ¶ 12, 57 P.3d 1209, 1214 (Wyo. 2002)). Mantle v. N. Star Ener gy & Constr. LLC, 2 019 WY 29, ¶ 69, 437 P.3d 758, 784 (Wyo. 2019) (emphasis added). [¶45] The March 2017 Mortgage was supp orted by valuable considerati on. Adams & Bailey and ANB “exc hanged mutual promis es that imposed legal liability on each of them.” Mantle, ¶ 70, 437 P.3d at 784. Adams & Bailey promised th e Salt Creek Property as security for repayment of the $235,000 Short - Term Loan and the $1.49 Millio n Consolidated Loan and, in exchange, ANB pr omised to loan $235,0 00 to the Baileys to

17 keep Cobra financially afloat. “[T]he making of a loan constitutes val uable consideration. ” Sturman v. First Nat’l Bank, 729 P.2d 667, 67 6–77 (Wyo. 1986). 3. Authorization [¶46] The Adams Family Parties argue the Marc h 2017 Mortgage is invalid because Adams & Bailey was not authorized to mort gage the Salt Creek Pr operty as security for the Baileys’ debt. The y contend that prior to executing the March 20 17 Mortgage, Adams & Bailey signe d an “Authorizatio n” prepared by ANB in which it authorized its me mbers to grant a security interest in the Salt Creek Property “for the payment or performance of all debts, liabilities and obligations of every type and descript ion owed now or in the futu re by [Adams & Bailey ] t o [ANB ].” (E mphasis added.) The Adams Family Partie s argue that under the plain terms of the Authorizatio n, Adams & Bailey could only mortgage the Salt Creek Property a s security for Adams & Bailey’s debts and therefore it had no authority to mortga ge the Salt Creek Property as security for the $1.49 Milli on Consolidated Loan—d ebt belonging to the Ba ileys. [¶47] The Authorization is irr elevant because Mr. Ad ams, as Adams & Bai ley’s manager, had the statutory and c ontractual authority to mortgage, on Ada ms & Bailey’s behalf, the Salt Creek Property fo r the repayment of the $235,000 Short - Term Loan and the $1.49 Million Consolidated Loan. See Montana Food, LLC v. T odosijevic, 2015 W Y 26, ¶ ¶ 21– 23, 344 P.3d 751, 75 7– 58 (Wyo. 2015) (lookin g to Wyoming’s Limite d Liability Company Act, the LLC’s articles of organization, and it s operating agreement to determine whet her a n LLC member ha d the authority to adjust the mem bers’ ownership intere sts). Wyoming’s Limited Liability Com pany Act (Act) provide s that in a manager - managed limited liability comp any like Adams & B ailey, the manager has exclusive decision - making authority over any matter relating to the company’s activitie s “u nless the articles of organization or the operating a greement provide otherwise.” Wyo. Stat. Ann. § 17- 29 - 407(c). Adams & Bailey’s articles of organization and its operatin g agreement do not provide otherwise. The articles of organizatio n give Mr. Ada ms “the power t o do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company set forth in these Articles and the Operating Agreement of the Compa ny” and its operati ng agreement specifically provides Mr. Ad ams the authority to “execute and deliver, for and on behalf of the Comp any, such notes . . ., mortgages, a nd other security inst ruments and agreements in such form, and on such terms and conditions, as t he Manager in the Manager’s sole discret ion deems proper.” Consistent with this authority, Mr. A dams signed the March 2017 Mortgage as Adams & Bailey’s mana ger and specifically confirmed to ANB in Section 11(B) of the Mortgage that the execution and performance of the Mortgage was “within [Adams & Bailey’s] po wers” and had been “ duly authorized.” D. Conclusion

18 [¶48] The district court properly interpreted an d enforced the March 2017 Mortgage as securing repayment of both the $235,0 00 Short - Term Loan and the $1.49 Million Consolidated Loan. A s a result, it properly decided ANB was not required to rele ase the March 2017 Mortgage upon repaym ent of the $235,000 Short - Ter m Loan in October 2017 because the $1.49 Mil lion Consolidated Loa n had not been re paid. The district court correctly dismissed or granted summary jud gment to the Ba nks on the Adams Fa mily Parties’ individual clai ms relating to the Marc h 2017 Mortgage. 7 II. Did the district court err by granting s ummary judgment to the Banks on the Adams Family Parties ’ negligent misreprese ntation/fraud claim? [¶49] The Adams Fa mily Parties argu e the district court e rred by granting sum mary judgment to the Banks on their fraud/ negligent misrepresent ation claim. While not entirely clear, we glean from th eir statement of the cas e and the facts that the Adams Fa mily Par ties allege the misrepresen tations made by Mr. A nderson and/or Mr. Russ are: (1) the March 2017 Mortgage was solely to secure repayment of the $235,000 Short - Term Loan, (2) ANB would apply all of Cobra’s payments fir st to the Short - Term Loan, an d (3) the March 2017 Mortgage would be released once the Short - T erm Loan was repaid. The Adams Family Parties also contend Mr. Anderson and/or Mr. Russ failed to inform them of the dragne t clause in the March 20 17 Mortgage. [¶50] “ The elements of negligent misrepresenta tion are false informat ion supplied in the course of one ’ s busine ss for the guidance of others in their busines s; failure to exercise reasonable care in obta ining or relating the information; and pec uniary loss resulting from justifiable reliance thereon. ” Sundown, Inc. v. Pearson Rea l Est. Co., 8 P.3d 324, 332 (Wyo. 2000) (citi ng R ichey v. Patrick, 904 P.2d 798, 802 (Wyo. 1995); Restatement (Second) of Torts § 55 2(1) (1977)). “ Inte ntional misrepresentatio n (fraud) is establishe d 7 The Adams Fami ly Parti es argue the distric t court i mproperly dismissed o r granted su mmary judg ment to the Banks on their claims re lating to the March 2017 M ortgage — reforma tion of the mortgage, con version, breach of the implied cove nant of good faith and fai r dealing, civ il conspi racy, int entional infliction of emotional distress, and outrageous condu ct. We decli ne to sep arately address these individual c laims f or three reason s. First, t he Adams F amily Par ties did not seek reformation of the March 2017 Mortgage in their c omp laint and t he is sue is n ot j urisd ictional o r fundame ntal. See Colton v. Town of Dubois, 2022 WY 138, ¶ 2, 519 P.3d 976, 978 n.1 (Wyo. 20 22) (“[T]his C ourt will not consider a n issue raised f or the first time on appe al unless it is jurisdictiona l or of such fundamental nature that i t must be considered.” (quoting Moses Inc. v. Moses, 2022 WY 57, ¶ 12, 509 P.3d 345, 350 (Wyo. 202 2))). Second, their argu ments with respect t o civil con spiracy, intent ional infliction of emotion al distress, and outrageous conduct me rely ci te the ele ments of e ach claim w ithout co nnec ting th ose elemen ts to the facts or in formin g us how the d istric t court erred. See Elder v. Jones, 608 P.2d 65 4, 660 (Wyo. 1980) (“ An appel lant is r equired to presen t this court with re levant authorit y and cogent argument. It is not enough to identify a potential issue with the expec tatio n th at th is co urt will f lesh out th e matte r fro m ther e. The app ellan t, at a minimu m, must attemp t to relate the ru le of law he d epends upon to th e f acts of his case. ”). Finally, a ll of these claims, to the extent they were based on the March 2017 Mor tgage, turned on t he Adams Family P arties ’ mi stake n c onte nti on that ANB wrongfull y failed to release the March 201 7 Mortgage upon rep ayment of the $235,00 0 Short- T erm Loan.

19 when the following elements are proven: ‘ (1) the defendant made a false representati on intended to induce action by the plainti ff; (2) the plaintiff reasonably believed t he representation to be true; and (3) the plai ntiff relied on the false repres entation and suffered damages. ’” Dewey v. Wentland, 2002 WY 2, ¶ 10, 38 P.3d 402, 4 09 – 10 (Wyo. 2002) (quoting Sundo wn, 8 P.3d at 330). N egligent misrepresentation must be established by a preponderance of the evidence, while intenti onal misrepresentation must be proved by clear and convincing evidence. Id. ¶ 10, 38 P.3d at 410 (citing V erschoor v. Mountain W. Farm Bureau Mut. Ins. Co., 907 P.2d 1293, 1 299 (Wyo. 1995)). [¶51] The district court corre ctly granted summary j udgment to the Banks on the Adams Family Parties’ neglige nt misrepresentatio n/fraud claim. First, Mr. Anderson’s and/or Mr. Russ’s failure to disclose the existence o f the dragnet clause in the March 2017 Mort gage cannot support a claim for misr epresentation, n egligent or intention al, because nothing was represented. See Pitta rd v. Great Lakes Avia tion, 2007 WY 64, ¶ 4 3, 156 P.3d 964, 976 (Wyo. 2007) (“[N] ondisclosure of information cann ot support a claim for misrepresentation; sinc e nothing has been represented, a n essential element of the claim is missing.” (quoting Bir t v. Wells Farg o Home Mortg., I nc., 2003 WY 102, ¶ 43, 75 P.3d 640, 657 (Wyo. 2003))). Next, even if we as sume Mr. Anderson and/or Mr. Russ ma de misrepresentations con cerning the scope of the March 2017 Mortgage, the Ad ams Family Parties cannot show an essentia l element of th eir claim— reasonable or justifiable relianc e on the misrepresentati ons. That is because the alleged misrepr esentations are directl y contrary to the unambiguous terms of the March 2017 Mortgage, which state the Mortgage operates to secure both the $235,000 Short- Ter m Loan and the $1.49 Million C onsoli dated Loa n. “Where a contract between t he parties directly contradicts the alleg ed misrepresentations, the re can be no justifiable reliance.” Miller Glob. Props., LL C v. Marriott Int’l, Inc., 418 S.W.3d 342, 348 (Tex. App. 2013). See also Fleig, ¶ 12, 413 P.3d at 642 (“[o]ne who signs a contract ge nerally cannot avoid it on the g round that he did not attend to its terms, or did not read it, or supposed that it was differen t in its terms, or that he took someone’s word as to wh at it containe d ” (emphasis added) (quoting Est. of Dahlke, ¶ 50, 319 P.3d at 128 (quoting Laird, 597 P.2 d at 467))); Nazareth Deli LLC v. Jo hn W. Dawson Ins. Inc., 20 22-Ohio-399 4, ¶ 62, 200 N.E.3d 652, 671 (appe llants could not show they justifiably relied on any alleged m isstatement that any vehicle driven for work woul d have $1 million in uninsured/underins ured motorist (UIM) coverage because “the commercial auto polic y unambiguously dem onstrate d there was n o UIM coverage, let alone $1 million in UI M coverage, for any ve hicle”). III. Did the district co urt properly i nterpret and e nforce the May 2 2, 2019 settlement agreement? A. Interpretation of Settl ement Agreement [¶52] The Adams Family P arties contend the district court misinterpr eted the Settleme nt Agreement in two r espects: first, by concluding that it permitted — b ut did not require —

20 CMR to record the Q uitclaim Deed imm ediately upon completion of the Sale Period; and second, by holding that the Agreemen t did not prohibit CMR from recording the Q uitclaim Deed after collecting proceeds from the sale of the Adamses’ home pursuant to the Secon d Position Residential M ortgage, even though th e sale proceeds were sufficient to satisfy the First Position Co mmercial Mortgage. They claim that had the di strict court properly interpreted the Settle ment Agreement as requiring CMR to im mediately re co rd the Quitclaim Deed at the conclusion of the Sale Period and prior to the sale of the Adamses’ home, ANB would have been obligat ed to release the Se cond Position Reside ntial Mortgage prior to the s ale of the home and, as a result, CMR would not have been ent itled to the $167,068.79 it re ceived from the sale of the home. 8 [¶53] B ecaus e “ [a] settle ment agreem ent is a cont ract,” we ap ply our r ules of contr act interpr etation set fo rth above. Kappe s v. Rhod es, 2022 WY 82, ¶ 18, 512 P.3 d 31, 36 (Wy o. 2022) (quotin g Matte r of Est. of Mc Corm ick, 92 6 P.2d 360, 3 62 (Wyo. 1996)). See also Drewry v. Brenn er, 2025 W Y 121, ¶ ¶ 27 – 28, 579 P.3d 4 9, 58 (Wy o. 202 5) (applyi ng our ru les of cont ract inte rpret ation to inte rpret a se ttle ment agre ement). Agai n, our pri mary goal is to gi ve effec t to the parties ’ int ent as ref lected by th e plain l angu age of the c ontract. Jona h Energy, ¶ 11, 534 P.3d at 906. [¶54] T o facil ita te analy sis of th e Ad ams Fami ly Parties ’ interp retatio ns, we set fo rth the rele vant term s of the Se ttlemen t Agreem ent. S ectio n 4(a) provid e s: a. Upon execution of this Agreement, Ada ms & Bailey shall execute a quitclaim deed in favor of [ANB’s] wholly owned subsidiary, [C MR]. . ., conveying the [Com mercial] Property to CMR . . .. CMR shall not r ecord the deed u ntil authorized to do so pu rsuant to this Agreeme nt. . . . (Emphasis added.) Section 5 auth orizes CMR to record the Quitclaim Deed as fol lows: Authorization to Recor d Deed. In the event that [ANB ] does not receive by the last day of the Sal e Period payment in full of both the Lender Claim Cap and the [First Position Commercial Mortgag e ], CMR shall be aut horized, without further action fro m any Party, to immediately reco rd the [Quitclaim ] Deed. In the event th e [Quitclaim ] Deed is 8 The d istr ict co urt de ci ded that even if CMR ac ted wrongfully by failing to r ecord the Qui tclaim Deed prior to the sale of the Adamses’ home, th e Adams es would not have been entitle d to the $167,068.79 C MR received from the sal e of the ir home. It found the sale of the home was only ab le to proceed b ecause the Internal R evenue Serv ice agreed to rel ease its tax lie ns on the home if the Adamses did not personally benefit f rom the sale. Beca use we con cl ud e CMR di d not act wron gfully with res pect to the r ecor din g of the Quitclaim Deed, we need not addr ess the question of whet her the Adams Fam ily Part ies ’ f ail ed t o prove damages.

21 recorded by CMR under circumstanc es described in t he preceding sentence, [ANB] shall d eem its [First Position Commercial Mortgage] debt on t he Adams & Bailey Property to be paid in full, an d [ANB] shall also a pply a credit o f $335,014.45 or the remaining balance of th e Lender Claim Cap, whichever is less, to the Lender Cla im Cap. If CMR records the [Quitclaim] Deed in accor dance with this Agreement, any procee ds realized from the d isposition of th e [Commercial] Pr operty shall not be subject to the Le nder C laim Cap. Upon recording the [Q uitclaim ] Deed allowed herein, [A NB] sha ll deem satisfied all pers onal guaranties of the loan from [ANB] to Adams & Bail ey and shall release any mortgage [ANB ] has against the residence of Rick and Kelly Adams resulting from the loan from [ANB ] to Adams & Bailey. (Emphasis added.) [¶55] The district court did not err in interpreting the Settlement Agreement as permitting—but not re quiring— CMR to reco rd the Quitclaim Deed immediately upon completion of the Sale Period. Under its plain terms, A dams & Ba iley was required to deliver the Quitclaim Deed to CMR upon the signing of the agree ment. CMR, however, was not to record it “un til authorized to do so p ursuant to” the Settlem ent Agreement. The Settlement Agreement au thorized CMR t o immediately record the Quitclaim Deed if by the last day of the Sale Period, ANB did not receive the full amount of the Lender Claim Cap and the First Position Commerci al Mortgage. The Adams Family Parties focus on the word “immediately,” but the operative wor d is “authorized.” As used in the Settlement Agreement, the term “authorized” i s a verb and means “invest[ed] especially with legal authority: EMP OWER [ED ].” Authorize, Mer riam -Webster, sup ra. While CMR was empowered to immediately record the Q uitclaim Deed if ANB did not receive the full amount of the Lender Claim Cap and the Fir st Position Commercial Mortgage by the last day of the Sale Period, the Settlement Agree ment did not re quire CMR to imme diately record it. [¶56] This conclusion is supp orted by other languag e in Section 5, which re ads: For the avoidanc e of doubt and with out limiting the foregoing, if (i) [ANB] has not r eceived payment in full of the Lender Claim Cap and the amount of the [First Position Commercial] Mortgage by the c onclusion of the Sale Period. . ., or (ii) [Cobra] or Adams & Bailey is in breach of this agreement, CMR may record the [Quitclaim ] Deed. If [ANB] has received payment in full of the Lender Claim Cap and the

22 [First Position C ommercial ] Mortgage by the dates set forth in this Agreement, [ANB ] shall destroy the [Quitclaim] Deed, shall deem satisfied all personal guarantie s of [ANB’s] Claim and the loan from [ANB] to Adams & Bailey and shall release any mortgage [ANB] has against the reside nce of Rick an d Kelly Adams resulting from the loan from [A NB] to Adams & Bailey. (Emphasis added.) The use of the word “may” is permis sive and “authorizes the specified action, but does not require it. ” Anderson, ¶ 22, 217 P.3d at 407. Under the Settlement Agreement, CMR was authorized, but not req uired, to immediately r ecord the Quitclaim Deed if ANB did not receive by the last day of the Sale Period the full amount of the Lender Claim Cap and the Firs t Position Commercial Mortgage. [¶57] This reading is reinforced by provi sions in the Settlement Agre ement which demonstrate the parties knew precisely how to impose m andatory obligations when they wished to require acti on. For instance, the Settlement Agree ment states Cobra “ shall immediatel y, but in any event with in 24 hours of receipt of an of fer [to purchase the collateral], advise [ANB]” of the offer. It als o provides that if Cobra sells any collateral, it “shall immediately deposit all gro ss proceeds from such sale” into its account wit h ANB. If the parties had intended to compel CMR to immediately record the Quitclaim Deed at the end of the Sale Period, the y could have used imperative terms like “shal l” or si milar mandatory phrasing, c onsistent with their drafting else where. They di d not. Inste ad, they used the words “authorized” and “may,” indic ating their intent that CMR was permitted, but not required, to immediately reco rd the Quitclaim Deed upon t he completion of the Sale Period. See Christensen v. Chri stensen, 2008 WY 10, ¶ 1 7, 176 P.3d 626, 631 (Wyo. 2008) (“ H ad the parties to the agreement intended . .. to require. . . sto ckholders to purchase the shares of a stockholder wishing to sell during his lifetime, they could have used the word ‘shall’ [which is mandatory] in Article 5, just as it was used in Article 2. Instead, the agreement gives stockholders ‘ the right ’ to p urchase the shares of a s tockholder wishing to sell during his lifeti me. This difference in language sugge sts the parties ’ in tent was different with resp ect to the sale of stock after the death of a stockholder and sale s during the lifetime of a stockholder.” (citation omitted)). [¶58] The district court also correctly concluded th at the Settlement Agre ement did not prohibit CMR from rec ording the Quitcl aim Deed after collecting proceeds from the sa le of the Adamses’ home pursuant to th e Second Position Residentia l Mortgage, even though the proceeds were s ufficient to satisfy the First Po sition Commerc ial Mortgage. The Settlement Agreement expressly states the conditions under which ANB was required to release the Second Position Resident ial Mortgage: (1) if ANB received full payment of both the Lender Clai m Cap and the First Position Com mercial Mortga ge by the end of the Sale Period or (2) if CMR recorded the Quit claim Deed because ANB had not receive d such payment in full by the end of the Sale Per iod.

23 [¶59] The Ada ms Family Par ties argue the Settlement Agree ment is ambig uous because it does not address when the Quitclaim Dee d is to be recorded or when the Second Position Residential Mortgage is to be released in the e vent the First Position Commercia l Mortgage was satisfied through the sale of t he Adamses’ home. “Ambiguit y is present where a contract term ‘is obscur e in its meaning becaus e of indefiniteness of e xpression or because it contains a double meaning.’” Com et Energy Servs., LLC v. Pow der River Oil & G as Ventures, LLC, 2008 WY 69, ¶ 11, 185 P.3d 1259, 1263 (Wyo. 2 008) (quoting Ferg uson v. Reed, 822 P.2d 1287, 1289 (Wyo. 1991)). The Settlement Agreement is not ambiguous. CMR was authorized to record the Quitclaim Deed if ANB did not receive payment in full of the Lender Claim Cap and the First Po sition Commercial Mortgage at the conclusion of the Sale Period. ANB was not required to release the Second Position Residentia l Mortgage until it rece ived full payment for both the Le nder Claim Cap and the First Position Commercial Mortgage or, in the alternative, until the Quitclaim Deed was recorded because it ha d not rec eived payment of these amounts. In this case, even though ANB received proceed s from the sale of the Adamses’ home whic h were sufficient to satisfy the First Position Commercial Mortg age, ANB was not required to relea se the Second Position Re sidential Mortgage because it had n ot received p ayment in full of the Lender Claim Cap. For this same r eason, CMR was authorized to record the Quitclaim Deed at the end of t he Sale Period. I t was not, however, required to record the Quitclaim Deed under these circumstances. W e agree with the distric t court that the Adams Famil y Parties may have h oped or expected that CMR would reco rd the Quitclaim Deed immediately upon t he completion of the Sale Period — and befo re the closing on the sale of the Adamses’ home — which would hav e required ANB to re lease the Second Posi tion Residential Mortgage and thereby prevente d ANB from receiving any proceeds from that home sale. However, nothing in the Se ttlement Agreement require d CMR to record the Quitclaim Deed at that time or under those cir cumstances. [¶60] The Adams Family P arties’ hope or expectation does not create a contractual obligation where none exists. CMR’s decision to withho ld recording despi te the First Position Commercial Mortgage being satisf ied was consiste nt with the Settleme nt Agreement and protect ed ANB’s contractual r ight to repayment o f the Lender Claim Cap. B. Enforceability of Settl ement Agreement [¶61] T he Adams Famil y Par ties ar gue th at even if th e distr ict court correc tly in terpr eted the Set tleme nt A greeme nt, i t is o therwise unenforc eable in these proc eedin gs b ecause (1) the bankrup tcy court la cked jurisdi ction, (2) the Settlemen t Agreeme nt does not co nt ain a re lease of cla ims, (3) the Ba nks were the fir st to brea ch the Sett lement Agree ment, and (4) Adams & Bai ley w as i mprope rly induc ed into signin g th e Sett lemen t Agre ement through eco nomic duress an d undue inf luence. We addres s each ar gument. 1. Bankrup tcy Co urt Juri sdictio n

24 [¶62] The Adams F amily Parties argu e the S ettl ement Agreem ent i s no t re levant or cont rolling in this ma tter becau se the bank ruptcy cour t lacke d jur isdic tion over (1) Ada ms & Bai ley as it was no t a debt or and (2) th e prop erty that is the subj ect of this law suit — the Salt Creek Pro perty a nd the Ada mses’ ho me — because it w as not part of Cobra’s bankr uptcy est ate and ha d no impact on that estate. We disagree. [¶63] T he Sett lem ent Agre ement req uires that upon its e xecu tion, “[Cobra] shall immed iat ely fil e a motion. . . seeking an order fr om the Ba nkrup tcy Court app roving this Ag reemen t (the ‘ Approval Orde r ’). T his Agr eement wi ll have n o force or effect until the ent ry of the Approv al Order. ” The Agr eement also sta tes: “Each Party hereby c onsent s to the juri sdicti on and ven ue of the Bankru ptcy Cour t for enforcem ent of this Agree ment.” Consis tent with the Set tlemen t Agre ement, C obra f iled a mot ion for approv al of the Settlem ent Agre ement with the bankrup tcy cour t on May 2 3, 2019. T he bank ruptcy c ourt grant ed the mot ion on A ugust 7, 2019. Therea fter, the S ettle ment Agree ment wa s effe ctiv e and enforceab le, and A dams & Bailey ex pressl y consented to the bank ruptcy court ’s jur isdic tion for its e nforce ment. Althoug h the part ies cons ented to th e bankru ptcy court’s jurisdic tion fo r cer tain enforcemen t purpose s, the S ettlemen t Agreem ent rem ains a bin ding cont ract ind epende ntly enfo rceable in st ate cour t. Kappe s, ¶ 18, 51 2 P.3d at 36 (“A set tle ment agr eeme nt is a cont ract[.]” (q uoting McCo rmick, 926 P.2 d at 362)). The dist rict court posse ssed juri sdic tion o ver it s enfor cement. See, e.g., Rich ardson, ¶¶ 16 – 17, 547 P.3d at 33 2 – 33 (determini ng wheth er Wyoming Depa rtment of Heal th’s re mova l of respi te ser vices f rom adult son ’s indivi dual p lan of care vi olated settl ement ag reement ent ered in to betw een Depa rtment and adult son’ s guardian s); Pell et v. Pellet, 2022 WY 65, ¶¶ 43, 47, 510 P.3d 38 8, 401 – 02 (Wyo. 2022) (enforcin g medi ated set tleme nt agreeme nt betwe en pa rtie s as a b inding contract). 2. Rel ease o f Claim s [¶64] The Adams Family Pa rties argue the di strict court erred “in fin ding [t he Settlement Agreement] bars [their ] claims in these pr oceedings” because the Agreement does not contain a release of claims. T he district court d id not find the Set tlement Agreement b arred the Adams Family P arties’ claims. Rather, it found t he Adams Fa mily Parties were not entitled to relief on their claims relatin g to the Settlement Agreement. The omission o f a release of claims provision in the Settle ment Agreement simply m eans the Agreement imposed no contractual bar to the Ada ms Famil y Parties bringing th eir claims in this action. Kendric k v. Barker, 2001 WY 2, ¶ 18, 15 P.3d 734, 740 (W yo. 2001) (“A relea se dis charges anot her from an existi ng or assert ed . . . clai m. . . , a nd it b ars rec over y there on. ” (quot ing M & A C onst r. Cor p. v. Ak zo Nobel Coatin gs, Inc., 936 P.2d 45 1, 456 (W yo. 1 997))); 66 Am. Jur. 2d Release § 1 (2 021) (“[A] rel ease is a discharge of a claim or obligation and a surrender of a claiman t’s right to prosecute a cause of action.”). It does not mean t heir claims have merit or that they are otherwise entitled to relief on their claims. I n short, the absence of a release provision is a neutra l fact: it neither precludes th e present lawsuit nor lends any support to th e validity of the Adams Family Parties’ claims.

25 3. The Banks Fir st to Breach [¶65] The Ad ams Family Partie s argue the Settle ment A greeme nt is not enfo rceable agains t th em becaus e the Ba nks were th e firs t to breac h it. They cl aim the Banks breach ed the Set tleme nt Ag reemen t in tw o ways. First, th ey con tend that up on accept ing the Quit claim Deed, ANB had only one choi ce — to r elease the Se cond Pos ition Resi dentia l Mortgage. It did not rele ase t he Sec ond Posi tion Re side ntial Mortgag e upon the a ccepta nce of t he Quit cla im Deed. Seco nd, t he Adams Family Part ies claim that t he S ett lement Agreem ent required CMR to immedi ately rec ord the Quit claim Dee d at the concl usion of th e Sale Period. CMR did no t immedia tely reco rd the Quitcla im Deed upo n the conclusio n of the Sale Per iod but instea d held the Qui tclaim Dee d unt il a fter t he sale of t he Ad amses ’ hom e. Even thoug h ANB rece ived pro ceeds from that sal e suff icient to pay off t he Fir st Po siti on Comm erc ial Mor tgage, th e Adams Fami ly Par ties cont end CMR never thele ss rec orded the Quitc laim Deed, thereby taki ng titl e to t he Salt C reek Pr operty wh ile al so taki ng equity from the Adam s es’ home. T he basic premise of a first to breach affirmative defense is that “a party cannot claim the bene fit of a contract that it was the first to materially bre ach.” Maverick Benefi t Advisors, LLC v. Bostrom, 2016 W Y 96, ¶¶ 14 – 15, 382 P.3d 753, 758 (Wyo. 2 016) (citing White v. Empir e Exp., Inc., 395 S.W.3d 696, 715 – 16 (T enn. Ct. App. 2012); Ki nstler v. RTB S. Greeley, Ltd. LLC, 2007 WY 98, ¶ 7, 160 P.3d 1125, 1127 (Wyo. 2007)). “The party asserting the affirmative defense bears the burden of proof. To esta blish the first -to- breach affirmative defense, th e party asserting the defense mus t show that the other party breached first and that the breach was material.” Maverick, ¶ 15, 382 P.3d at 7 58. Koch v. Gray, 202 4 WY 41, ¶ 12, 546 P.3d 10 95, 110 0 (Wyo. 20 24). To establ ish a bre ach of cont ract, a pla inti ff must sh ow: “ (1) ‘ a law fully en forceabl e contract, ’ (2) ‘ an un justif ied f ailure to t imely pe rfor m all or any pa rt of what is pr omise d ther ein, ’ and (3) ‘ entit leme nt of [th e] injured party to dam ages. ’” Ka ppes, ¶ 17, 512 P.3 d at 36 (quotin g Hall ing v. Yovan ovich, 2017 W Y 28, ¶ 13, 3 91 P.3d 61 1, 616 – 17 (W yo. 201 7)). [¶66] The B anks did not b reach the S ettleme nt Agr eemen t. T he Settlement Agreement did not require ANB to release the Second Positi on Residential Mortgage upon acceptance of the Quitclaim Deed. S ee supra ¶ 58. CMR w as not required to recor d the Quitclaim Deed immediately upon conclusion of the Sale Per iod or before the Adamses sold their home. The Banks’ receipt of proceeds f rom the sale of the home, sufficient to satisfy the First Position Commercial Mortgage, did not proh ibit CMR from recording the Quitc laim Deed because ANB had not r eceived the full amo unt of the Lender Claim C ap.

26 4. Induc ement [¶67] The Adams F amily Partie s arg ue the S ettlemen t Ag reement is n ot enforce able bec ause Adam s & Bailey was induc ed into sign ing it throug h econom ic dure ss. They allege Adams & Bailey was coerc ed into signing the S ettlement Agreement through the Banks’ misrepresentations and wrongful acts b ut do not inform us of the alleged misrepresentations and wrongful acts. From t heir statement of the case and the facts, the Adams Family Parties appear to allege the following misr epresentations: Mr. An derson and/ or Mr. R uss to ld them the M arch 2017 Mortgage o nly sec ured the $ 235,000 S hort - Term Loan and the M ortga ge w ould b e re lease d onc e that loa n was re pa id. The Mortga g e was no t release d when th e $235, 000 Short - Term Loan w as repai d becaus e the Bank s took th e positi on th at the Mar ch 201 7 Mor tgage als o sec ured the $1.49 Milli on Conso lidate d Loan. The Ma rch 2017 Mo rtgage cloude d the Sal t Creek Proper ty’s title, preve nting t he Adam s Family Parties from refin ancing th e Commerci al Proper ty Loan. Cobra then filed for bankr uptcy. Aft er Cobra fi led for b ankrup tcy, ANB t ook pos sessio n of the Sal t Creek P roperty a nd then f ailed to pay rent and pre vented Cobra fr om paying rent t o Adam s & Ba iley de spit e thei r possessio n/use of the Sa lt Creek Prope rty. These a ctions prevent ed Adams & Bai ley fr om paying off the Com merci al Prop erty Loa n. Thereaft er, C MR pu rchase d th e loan, whic h incl uded a right to coll ect ren t upon def ault o f th e loan. CMR fa iled to r equir e ANB or Cob ra to ma ke ren t paym ents to CMR, wh ich it co uld hav e appl ied to th e Com merci al Prop erty Lo an, and inst ead st arted f oreclo sure proce eding s on th e Salt Cre ek Proper ty. To sav e the A damses ’ home and prevent furth er fina nc ial co llap se, the Ad ams Family Pa rties cl aim they had no other ch oic e but to surr ende r the Sal t Cree k Proper ty throug h Adams & Ba iley’s ex ecutio n of th e Settl ement Agreeme nt. [¶68] “[D] ures s exists whenev er a pers on is in duced, by th e unlawf ul act of anoth er, to perf orm some act und er c ircum stan ces wh ich d epriv e him of t he exe rcis e of f ree w ill. ” Pit tard, ¶ 36, 156 P.3d at 975 (q uo ting Ke ndrick, ¶ 24, 15 P. 3d at 741). T o prove ec onomic dures s, as the Adams Fa mily Parti es alleged he re, they had to show (1) th ey invol untarily a ccept ed the term s of a cont ract, (2) ci rcumst ances permi t te d no othe r alte rnative, and (3) su ch circ umstanc es we re the r esult of the Bank s’ coerc ive acts. Id. “ Eco nomic dur ess does not exist. . . unles s a person has been the vi ctim of a wro ngful ac t and has no rea sonabl e alterna tive but to ag ree with t he t erms of another or be fac ed wit h a s eriou s financial hardsh ip. ” Kendric k, ¶ 24, 15 P.3d at 741 (q uotin g Bluba ugh v. Tur ner, 842 P.2d 1072, 1074 – 75 (Wyo. 1992)). [¶69] The Adam s Famil y Parties did not satisfy their b urd en of sh owin g Adams & Bai ley was i nduced i nto si gning the Settl ement Ag reemen t th rough economic dure ss. They m ade no showi ng that Adam s & Bail ey invol unta rily ac cepted th e terms of the Set tlemen t Agreemen t. In fact, Ada ms & Bailey (a nd the Adamse s) were repre sented by counsel thr oughout the negotia tion and execu tion of the Sett lement Agreem ent. Th e Adams Famil y P arties also faile d to show that Ad ams & Bailey had no alternat ive but to sign the Set tlement Agre ement or face serious financi al hards hip. Final ly, the A dams Fami ly Part ies fail ed to show A dams & B ailey was the vic tim of the Ban ks’ wrongfu l or co erciv e act s. ANB was not req uired to rel ease the

27 March 2 017 Mor tgage upon repa yment o f the $2 35,000 Sh ort - Te rm Loan because t he Mort gage also se cured re pay ment of th e $1.4 9 Millio n Con solid ated Loan, wh ich had not been repaid. The Ada ms Family Parti es present ed no evidence tha t ANB’s and C obra’s failur e t o pay re nt for their po ssessi on/use of the Salt Creek Prope rty aft er Cobra file d for bank ruptcy on May 3 1, 2018, c ause d Adams & Bail ey to default in payin g the Comm ercia l Property Loan when it mature d just n ine days later o n June 9, 2018. Under t he Firs t Positio n Commer cial Mort gage, CMR had “the rig ht” to collec t rent upon a d efault and app ly such i ncome to the Com merci al Pro perty Loan and “[i] n furth erance of this right, [CMR] may requi re any te nant or other use r of the Prop erty to make pay ments of re nt . . . directly to [C MR].” As the dis trict cour t corre ctly d eter mined, this l anguag e ga ve CMR the autho rity to colle ct r ent, but it was not requ ired to do s o. In sum, the Adams Fam ily Par ties failed t o show it was the Banks’ actions — much le ss any w rongf u l or coe rcive ac ts — which left Ad ams & Bai ley with no reas onable altern ati ve but to execu te the S ettlem ent Agree ment. C. Conclusion [¶70] The district court prop erly interpreted and en forced the Settlement Agreement. It correctly dismissed or granted summary jud gment to the Ba nks on the Adams Fa mily Parties’ individual claims relating to the Settle ment Agreement and the failure to pay rent. 9 IV. Did the district court err by granting s ummary judgment to the Banks on the counterclaims? [¶71] T he dist ric t court gran ted sum mary judgm ent to the Ban ks on th e coun terclaim s, conc luding t hat A dams & Ba iley br eached th e Set tlem ent Ag reement and the impli ed covena nt of good fai th and fai r deal ing by fil ing this laws uit. In rea chi ng this con clu sion, t he court rel ied 9 The Adams Fami ly Parti es argue the distric t court i mproperly dismissed o r granted su mmary judg ment to the Ban ks on their c laims re latin g to th e Set tleme nt A greeme nt and /or the fai lure to pay r ent —conversion, breach of the implied coven ant of good fai th and fair dealing, civil conspi racy, declaratory relief, intentional infliction of emotiona l distress, and ou trageous conduct. They also contend the cou rt improperly dismis sed their u njus t enrich ment c laim rela ting to A NB’s fai lur e to pa y ren t fo r the u se of the Sa lt Creek P rop erty. We decline t o sep arately ad dress these individu al c laim s for three r easons. F irst, the Adams Fa mily P arties’ argumen ts with resp ect to civil con spiracy, unjust enrichment, intention al infliction of emotional dist res s, and outrageous cond uct merely cite the elem ents of ea ch claim without conne cting those e lements to the facts o r infor ming u s ho w the dis tric t cou rt er red. Eld er, 608 P.2d at 660. (“ An appellant is requi red to present this court with relevant authority and cogent argument. It is not enough to identify a poten tial issue with the ex pec tation th at th is court wi ll fles h ou t the ma tter fro m the re. The app ella nt, at a mi nimu m, mus t attempt to relat e the rule of law he depends u pon to the facts of his case. ”). Se cond, while t he Adams Family P arties “now limit their unjus t enrichment claim t o ANB’s use of the Salt C reek Property withou t paying rent,” they di d not allege in th eir complaint a cl aim for unjust enrichm ent based on ANB’s failure to pay rent. Third, the claims re lating to the Settlem ent A gree ment were based on t h e Adam s Fami ly Parties ’ mistak en conten tion tha t the Agree ment r equired CMR to im media tely re cord t he Qu itc laim De ed upon completion of the Sale Period and before the c losing occurred on th e sale of t he Adamses’ home, and the ir claims relating to the failure to pay rent were bas ed on their unproven co ntention th at ANB and C MR acted wrongfully by no t paying ren t or requiring the p ayment of rent.

28 on two pr ovisio ns in the Settlem ent Agr eement. The first pr ovisio n, entitle d “ Coop eration in Ban krupt cy, ” st ates: “[Cob ra] and Adams & Ba iley shall c oopera te with [ANB] with respect to [Cobra’ s] bankr uptcy and the sub ject matte r of this Agreem ent.” The se cond prov ision, cont ained in th e “Reci tals” sect ion of th e Agreemen t, prov ides: T he Parties anticipate a lengthy, expens ive and contested plan confirmation process i f the Parties cannot otherwise rea ch an agreement relating to the sale of the Lender C ollateral and the [Commercial] Pr operty, and the pa yment of a dministrative and priority claims against [Cobra’s] bankruptc y estate. . . . The di strict co urt det erm ined tha t under the f oregoi ng pro visio ns, “Adams & Bailey knowi ngly an d fre ely agree d to co operat e w ith ANB and CMR in a n eff ort t o effic ientl y an d effectiv ely res olve [w ithout exp ensive and le ngthy liti gation] bot h the fund amenta l and anci llary cons equen ces of Cobra’s ba nkr uptcy fi ling [.]” It found that c onsi stent with the Agreeme nt’s stat ed goal, each pa rty made co ncessi ons to avoid lit igation — ANB ag reed to reduce t he amou nt it w ould recei ve in th e ban kruptcy pr oceedi ngs (L ender Clai m Cap) and Adam s & Bail e y a greed it woul d atte mpt to se ll the Salt C reek Pro perty to pay o ff t he Le nder Cl aim Cap an d the First P ositi on Comm ercia l Mortgag e. The par tie s also ag reed that a fa ilure to pay the full am ount of the Lende r Claim Cap and the First Positi on Commerci al M ortga ge woul d resu lt in CM R becomi ng authori zed to rec ord the Quitc lai m Deed an d take titl e to the Salt Cre ek Prop erty. By fil ing the p ending lawsuit a nd “chal lengin g the validi ty, enfo rcemen t, and i nterpre tatio n of the con tracts at issue,” the c our t foun d Ada ms & B ailey wa s not o nly fail ing to coo perate with ANB and CMR but it was also acti vely wo rkin g again st th em wit h resp ect to Cobr a’s “bank rup tcy and . . . the vari ous mor tgages and loans at is sue be cause of th at bank rupt cy,” ther eby dep rivi ng “ANB and CMR o f the ben efit they re asonab ly expec ted to rece ive by ent eri ng int o t he Set tlement Agreem ent.” [¶72] T he Adam s Fam ily Par ties argu e the dis tri ct court erred by gra nting summ ary jud gmen t to the B anks on th e co unter claims b ecaus e, inter ali a, the coop eration clause on ly app lies t o th e admin ist ration of C obra’ s bankrupt cy proce eding s, th ey did not breac h any duty imposed by t he Sett lem ent Agr eement, and the Sett lemen t Agreeme nt does not c ontain a release of clai ms. We agree. [¶73] “ Wyomin g ha s adop ted t he Res tatemen t (Seco nd) of Con trac ts § 20 5, which state s tha t ‘[e] very contra ct impose s upon ea ch pa rty a dut y of go od fait h and fair dea ling in it s perform ance and it s enforcem ent.’” B ear Peak Res., LLC v. Pe ak Powder Riv er Res., LL C, 2017 WY 124, ¶ 68, 403 P.3d 103 3, 1053 (Wy o. 2017) (q uoting Scher er Con st r., LLC v. Hedqu ist Constr., Inc., 200 1 WY 23, ¶¶ 17 – 18, 18 P.3 d 645, 6 52 – 53 (Wyo. 20 01)). We have describ ed t he imp lied covena nt as fol lows: The implied covenant of good faith and fair dealing requires that neither party com mit an act that would injure the rights of

29 the other party to r eceive the benefit of t heir agreement. Compliance with the o bligation to perf orm a contract in goo d faith requires that a party ’ s actions be consistent with the agreed common purpos e and justified expectations of the other party. A breach of the covenant of good faith and fair dealing occurs when a party interferes or fails to cooperate in the other party’s perfor manc e. . . . The covenant of good faith and fair dealing may not, ho wever, be construe d to establish new, independent rights or duties not agreed upon by the parties. . .. The implied obligation must arise from the language use d or it must be indispens able to effectu ate the intentio n of the parties. Scherer Const r., ¶ 19, 18 P.3d at 653 (citati ons and quot ation mark s om itted). As we stated above, to est ablish a bre ach of contract, th e Banks had to sho w: “ (1) ‘ a lawfull y enforc eable contrac t, ’ (2) ‘ an unj usti fied fai lure to time ly perf orm al l or any part of what is pr omised th erein, ’ an d (3) ‘ en tit lemen t of [the ] inj ured par ty to damag es. ’” Kapp es, ¶ 17, 51 2 P.3d at 36 (qu oting Hallin g, ¶ 13, 391 P.3d at 616 – 17). [¶74] A dams & Bai ley d id not breach th e Sett leme nt Ag reement or th e imp lied cov enant by filing thi s lawsuit. The coo perati on clause is titl ed “Coope ration in Ba nkrup tcy.” (Em phasis added.) Consiste nt with its title, the clau se requir es Adams & Bailey and Co bra to “coope rate” wit h ANB “wi th res pect to [Co bra’s ] bank ruptcy and th e subje ct matter o f this Agr eement.” The plain mea ning of “coo perate” is “ to act or work wi th an other or others: act toget her or i n comp liance.” See Coopera te, M erriam - W ebster, supra. “Subjec t matte r” m eans “ matter pres ented for co nsider atio n in discus sion, thou ght, or st udy.” See Subjec t M atter, Me rriam - W ebster, supra. Und er the pl ain terms of the cooper ation claus e, Adams & Ba iley ag ree d to work wi th ANB with re spect to Co bra’s ba nkru ptcy an d the “s ubject matt er” of th e Sett lemen t Agreeme nt. Th e “subj ect matter ” of the Settle ment Ag reement w as (1) the sale of the Sa lt Creek Pr operty and Cobra’ s asset s and (2) the paymen t of Unite d Stat es Truste e fees, admi nistrati ve c laim s, and priorit y claim s via a carve out fro m the pro ceeds of any sale of Cobra’s assets. The fi ling of this lawsui t does not pertain to Cobr a’s ban kruptcy or the “ subject mat ter” o f the Se ttl ement Ag reem ent. [¶75] T he fil ing o f this la wsuit was also no t inc onsist ent with the Sett lement A greeme nt’ s st ated pu rpos e. The pa rtie s state d the y “ antic ipate [d ] a le ngthy, ex pensive an d contest ed plan conf irmation pr ocess if the Part ies cann ot otherw ise reac h an agre ement . . . . ” (Emp hasis added.) Th is prov isio n clear ly reflec ts the Set tlemen t Ag reemen t’s purpo se to a void protr acted and co stly lit igatio n in Cobra’s b ankruptc y proce edin gs. The Settle ment Agree ment w as not intende d to pre clude all subs equent l itigat ion, incl uding actio ns to enf orce or int erpret th e Agre ement itse lf in s tate c ourt. [¶76] Finally, nothing in the Settlement Agreement prohibited the filing of this lawsuit. In the c omplaint, A dams & Bailey brought various clai ms relating to t he interpr etation and

30 enforcement of the March 2017 Mo rtgage and the Settlement Agree ment (e.g., breach o f contract, breach of the implied cov enant, refor mation, and declaratory relief). 10 While we have found its claims to be without merit, t he Settlement Agreem ent did not prohibit Adams & Bailey fro m bringing these claims and it did not cont ain a release of claims. See Kendrick, ¶ 18, 15 P.3d at 740 (“A release disc harges another from an existing or asserte d. . . claim . . ., and it bars recover y thereon.” (quoting M & A Co nst r., 936 P.2d at 456)); 66 Am. Jur. 2d Releas e § 1 (“[A] release is a discharge of a c laim or obligation an d a surrender of a claimant’s rig ht to prosecute a ca use of acti on.”). Additiona lly, t he Agreement provides: “In the event of a m aterial breach under this Agreem ent, the prevailing Party in any action commenced to enforce this Agreement shall be awarded its reasonable attorneys’ fees and court costs against the non - prevailing Party.” The pa rties clearly anticipated that a party could brin g an action to enforce the Settlement Agr eement and that such action in and of itself would not constitute a breach o f the Agreement. V. Did the district court e rr by awarding the Ba nks their attorney fees and costs? [¶77] The district court de termined Adams & Bailey’s breac hed the Settlement Agreement by bringing this action, that this breach was material, and the Banks were entitled to their attorne y fees and costs under Section 21 of the Agre ement, which states: The Parties agree that e ach shall be responsible for payment of its own attorneys’ fees and court cost s incurred in connection with this matter including, but not lim ited to, those incurred in connection with the ne gotiation, drafting and execution of this Agreement. In th e event of a material breach u nder this Agreement, the prev ailing Party in any action commenced to enforce this Agreement shall be award ed its reasonable attorneys’ fees and court costs aga inst the non -prevailing Party. (Emphasis added.) The Banks filed a motion for their attorney f ees and costs, requesti ng $176,694.25 in fees a nd $24,268.94 i n costs, for a tota l of $200,9 63.19. The distric t court granted the motion. [¶78] The Adams Family Parties argue the district co urt erred by awarding the Banks their attorney fees and costs. Relevant here, they ar gue that if we reverse the grant of summary judgment to the Banks on the counterclaims, t he court’s award of fee s and costs must also be reversed. 10 Adams & Bailey attempte d to bring its ar guments in t he bankruptcy co urt when i t objected t o ANB’s moti on to enforce t he Settlement Agree ment, but the bankrupt cy court decl ined to rule on them be cause they did not affect the bankruptcy estate.

31 [¶79] “ Generally, Wyoming subscribes to the American r ule regarding recover y of attorney fees, making each party respo nsible for its own attorney fee s, unless an award of fees is permitted by c ontract or statute. ” Th orkildsen v. Belde n, 2011 WY 26, ¶ 11, 247 P.3d 60, 63 (Wyo. 201 1) (citing Garwoo d v. Garwood, 2010 WY 91, ¶ 32, 23 3 P.3d 977, 984 (Wyo. 2010)). In this case, the distri ct court granted summa ry judgment to the Ba nks on the counterclaims a nd awarded fees a nd costs under the Settlement Agreement ba sed solely on its determ ination that Adams & Baile y had breached the Agreement by filing this lawsuit. Because we conclude that filing this lawsuit did not consti tute a material breach — or any breach — of the Agreement, the district court’s determination that Ada ms & Bailey breached the Agreeme nt was in error, and the district court ’ s award of fees and costs was in error. 11 CONCLUSION [¶80] We affirm the district court’s d ismissal and su mmary judgment or ders with respe ct to the Adams Family Parties’ claim s. We reverse the district court ’s grant of summary judgment to the Banks on the counterclaims a nd its attorney fees and costs award. 11 The Banks d id not argue in the dis tric t court t hat they were en t itle d to their attor ney fee s and costs und er the Settlem ent Agree ment becau se they were “th e prevaili ng part y ” with respect to th e Ad ams F amily Parties’ cla im that th e y breach ed the S ettlemen t Agree ment. Th ey so ught atto rney fees an d costs sol ely on th e basis that A dams & Bai ley ma terially b reach ed th e Sett lement Ag reem ent by f iling thi s lawsu it an d that was the ground upon which the dis tric t cour t award ed them fees an d costs. Si milarly, while t he B anks suggest in their brief that the Second P osit ion R eside ntial M or tgage provides anothe r basis to award fees because it contains a prov ision allowing CMR to collect attorney fe es and costs if CMR is required to take actio n to pr otec t its co ntr actua l righ ts, t his mortg age was n ot the basis for the di strict cou rt’s fee s and c osts award, and neithe r the A dams F amily Pa rties nor the B anks raised any claims w ith resp ect to th is mortg age.