Opinion
2022-SC-0552-DG
08-22-2024
NORMANDY FARM, LLC APPELLANT v. KENNETH MCPEEK RACING STABLE, INC. APPELLEE
Counsel for Appellant: J. Mel Camenisch, Jr. H. Derek Hall, Jr. Howard P. Ball Rose Grasch Camenisch Mains PLLC Counsel for Appellee: John D. Cox Lynch, Cox, Gilman & Goodman, PSC
On Review from Court of Appeals No. 2022-CA-0195 Fayette Circuit Court No. 19-CI-00165
Counsel for Appellant: J. Mel Camenisch, Jr. H. Derek Hall, Jr. Howard P. Ball Rose Grasch Camenisch Mains PLLC
Counsel for Appellee: John D. Cox Lynch, Cox, Gilman & Goodman, PSC
OPINION
CONLEY, JUSTICE
This matter comes before the Court upon discretionary review from the Court of Appeals which reversed the summary judgment of the Fayette Circuit Court. The trial court determined that KRS 230.357(11) applied to bar Kenneth McPeek Racing Stable's (McPeek) claim for a 5% commission on the sale of a horse called Daddy's Lil' Darling. The Court of Appeals reversed, holding KRS 230.357(11) only applied to buyers, sellers, and their agents, of horses when involved in transactions for horses. Since McPeek's commission was not for any services rendered for the sale of Daddy's Lil' Darling, but only for services rendered in training the horse prior to the sale, the Court of Appeals determined KRS 230.357(11) has no application to the case at bar. Upon review, we reverse the Court of Appeals and reinstate the summary judgment of the trial court.
Kentucky Revised Statutes.
I. Facts and Procedural Posture
In January 2016 McPeek entered into an oral agreement with the late Nancy Polk, owner of Normandy Farms, LLC, to train Daddy's Lil' Darling ("Darling" or "the horse"). According to McPeek, in exchange for his services he would receive a monthly training fee, monthly room and board fees, as well as 12% of every purse that Darling won. No party disputes that McPeek received monthly fees and his share of the prize money as each became due during the relevant period. But Nancy Polk passed away in August 2018 and her heirs decided to sell Normandy's racing horses. McPeek's training services were terminated.
Darling was a darling on the track, winning the American Oaks, as well as placing second in the Kentucky Oaks and Breeder's Cup. She won a total of $1,335,305 in prize money in her racing career. But excellence demands its own prize as well-Darling's ankles wore out and racing was no longer viable for her. Normandy determined to sell her as a broodmare and contracted Gainesway Sales as consignor for auction. The horse fetched $3,500,000 in November 2018.
McPeek discovered Normandy's intention prior to the sale and at this time first alleged an additional term of his oral contract with Polk by sending a letter to her heirs. In that letter, McPeek represented that he and Polk had several times discussed a 5% commission fee for himself if Darling was ever sold but Polk had steadfastly refused to sell, instead preferring to keep Darling as her own broodmare. The letter is informal and is just as much a letter of condolence for the loss of their mother, as it is a legal document informing them of a contractual term he expected to be fulfilled by Normandy. Only after the sale in November 2018 was an invoice sent to Normandy for 5% commission of the $3,500,000 sale price, or $175,000.
Normandy refused to pay the commission and litigation followed. McPeek brought claims for breach of contract and breach of implied in fact contract, as well as a claim of quantum meruit. There is no dispute that the agreement for the 5% commission from any sale of Darling was never documented in a signed writing or otherwise memorialized in a writing. McPeek has asserted that his website contains that term but there is no evidence that Polk ever saw that term on his website, much less assented to it orally. In brief, the only evidence for the existence of a contract for a 5% commission fee upon the sale of the horse is McPeek himself.
Normandy brought a motion for summary judgment in December 2021. That motion argued KRS 230.357(11) is a statute of frauds which requires a signed writing evidencing the agreement for any form of compensation connected with a horse sale. The lack of a signed writing, Normandy asserts, bars enforcement of the contract, even if an oral contract existed. Normandy also argued KRS 230.357(11) barred all of McPeek's claims, and that there was no factual basis for an equitable award in quantum meruit because he was indisputably paid for his training services. In response, McPeek argues the statute only imposes restrictions on purchasers and sellers when buying or selling an equine. He argues that his commission is not connected with the sale of a horse but is instead remuneration for his training services. In brief, McPeek argues he was contracted for training services and the 5% commission is for those training services, not for the sale of a horse. He also argues that an implied in fact contract for the 5% commission is not barred because a jury could find that the parties were acting in accordance with the terms found on his website. Finally, he argues a statute of frauds does not bar a claim in quantum meruit.
The trial court granted summary judgment to Normandy in January 2022. It concluded KRS 230.357(11) barred McPeek's claims after detailing that the "crux" of the dispute was whether the 5% commission fee is viewed as a term for training services or is one in connection with the sale of a horse. After citing the plain-text meaning rule of statutory construction, the trial court determined KRS 230.357(11) applied because "[t]his is a commission in connection with the sale of a horse as plainly understood." The trial court rejected McPeek's citation to the depublished case of Thoro-Graph, Inc. v. Lauffer, Nos. 2010-CA-000891-MR and 2010-CA-000914-MR, 2012 WL 5038254 (Ky. App. Oct. 19, 2012), discretionary review denied and ordered not to be published (Aug. 21, 2013). The trial court concluded Thoro-Graph's discussion of KRS 230.257(11) was "cursory" and "entirely dicta" and unpersuasive; moreover, because unpublished, was not binding upon it. The trial court also granted summary judgment as to the claim for quantum meruit. Notably, however, it rejected the argument that KRS 230.357(11) bars such a claim outright. Instead, the trial court held that because the statute applied, there would need to be exceptional circumstances justifying equitable relief. It then properly cited to the elements for a claim of quantum meruit but concluded McPeek's case was not exceptional because he received his monthly training fees and 12% prize money from Darling's winnings.
On appeal, the Court of Appeals reversed. The Court of Appeals cited all twelve provisions of KRS 230.357 and concluded, "this statute requires that a seller and buyer of a horse, or their agents, must have a written agreement, signed by both, for the sale, purchase, or transfer of a horse." It further stated the statute
only covers agreements to sell, purchase, or transfer horses between a buyer and a seller, or their agents. The statute requires receipts and bills of sale, neither of which would be available for the agreement between Appellant and Appellee. The agreement at issue in this case was an agreement to train horses. It was an agreement for services, not an agreement to sell a horse.
Appellant would receive various fees and commissions in exchange for his services. One such fee would only arise should the horse be sold. Even though the commission revolved around the sale of a horse, it was still a fee for services, not a fee for the selling or purchasing of a horse. In other words, the agreement between Appellant and Appellee was not an agreement in "connection with any sale, purchase, or transfer of an equine[.]" KRS 230.357(11). Appellee was not selling a horse to Appellant and Appellant was not seeking to purchase a horse from Appellee.
The court then commented that it believed Thoro-Graph supported its holding and summarized that case in three paragraphs before concluding its opinion. Discretionary review was sought by Normandy Farms and was granted. We now consider the merits of the appeal and further facts will be developed as necessary.
II. Standards of Review
Summary judgment may be granted when "there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." CR 56.03. "The record must be viewed in a light most favorable to the party opposing the motion for summary judgment and all doubts are to be resolved in his favor." Steelvest, Inc. v. Scansteel Serv. Ctr., Inc., 807 S.W.2d 476, 480 (Ky. 1991). "Only when it appears impossible for the nonmoving party to produce evidence at trial warranting a judgment in his favor should the motion for summary judgment be granted." Id. at 482. A motion for summary judgment at the trial court, and on appeal, presents only a question of law thus, we review de novo and give no deference to the lower courts. Patton v. Bickford, 529 S.W.3d 717, 723 (Ky. 2016).
Kentucky Civil Rules of Procedure.
Statutory construction also presents a de novo question of law. Blackaby v. Barnes, 614 S.W.3d 897, 901 (Ky. 2021). To that end,
it is imperative that we give the words of the statute their literal meaning and effectuate the intent of the legislature. We have repeatedly stated that we 'must not be guided by a single sentence of a statute but must look to the provisions of the whole statute and its object and policy.' Cosby v. Commonwealth, 147 S.W.3d 56, 59 (Ky. 2004). And the intent of the General Assembly 'shall be effectuated, even at the expense of the letter of the law.' Commonwealth v. Rosenfield Bros. &Co., 118 Ky. 374, 80 S.W. 1178, 1180 (1904).Samons v. Ky. Farm Bureau Mut. Ins. Co., 399 S.W.3d 425, 429 (Ky. 2013). These two rules of statutory construction-the plain-meaning rule and wholetext rule-are seemingly at odds here which is not unprecedented. But, as Samons rightly notes, the intent of the legislature is the lodestar by which we are guided. No interpretation of a statutory text can be called correct if it has not the General Assembly's purpose at its beginning and end.
Lastly, "[a] contract implied by law allows for recovery quantum meruit for another's unjust enrichment." Perkins v. Daugherty, 722 S.W.2d 907, 909 (Ky. App. 1987). Importantly, however, a contract implied at law "is not based upon a contract but [is] a legal fiction[.]" Id. It is a contract implied at law because a court has determined the circumstances of the case are such that a contract should be implied to allow the plaintiff recovery. "[I]f a determination is made by processes of legal reasoning from, or of interpretation of the legal significance of, the evidentiary facts, it is a conclusion of law." Schultz v. Gen. Elec. Healthcare Financial Serv. Inc., 360 S.W.3d 171, 175 (Ky. 2012) (quoting Poyner v. Lear Siegler, Inc., 542 F.2d 955, 959 (6th Cir. 1976)). Because the decision to imply a contract at law depends on an interpretation of the legal significance of facts, it is also question of law reviewed de novo.
III. KRS 230.357
This is the first time KRS 230.357 has come before this Court for interpretation. The background to the passage of this law and its underlying purpose is as follows.
In 2004, billionaire California wine-maker Jess Jackson began buying thoroughbred horses, and purchased a large farm in Central Kentucky. Concerned with what he perceived to be dubious practices in the thoroughbred business, he sued several equine professionals for fraud, and in 2006 lobbied the Kentucky legislature to pass a statute that purported to address some of these practices.
Frank T. Becker, Non-Uniform Statutes Governing the Sale of Horses, 8 Ky. J. Equine, Agric. & Nat. Resources L. 1, 5 (2016) (internal footnote omitted). Another commentator, however, has noted that the "dubious practices"- mainly, dual agency-were of worldwide concern in the horse racing profession, and not just a picadillo of Mr. Jackson's. R. Kelley Rosenbaum, Mucking Out the Stalls: How KRS § 230.357 Promises to Change Custom and Facilitate Economic Efficiency in the Horse Industry, 95 Ky. L.J. 997, 998 (2007). "In January of 2006, the Horse Owners Protective Association (HOPA), was formed to address fraudulent business practices in the horse industry. Later that year, HOPA successfully urged the Kentucky legislature to enact KRS § 230.257." Id. The statute was amended the next year. Acts of General Assembly, 2007 c 103, § 1, eff. 6-26-07. That amendment provided the specific provision at issue here,
(11) No contract or agreement for payment of a commission, fee, gratuity, or any other form of compensation in connection with any sale, purchase, or transfer of an equine shall be enforceable by way of an action or defense unless:
(a) The contract or agreement is in writing and is signed by the party against whom enforcement is sought; and
(b) The recipient of the compensation provides a written bill of sale for the transaction in accordance with subsections (2)(a) and (3) of this section.KRS 230.357(11).
Prior to the Court of Appeals' decision now under consideration, only two cases, both unpublished, addressed this statute. One, Lane's End Stallions, Inc. v. Raphaelson, No. CIV.A. 5:10-360-KKC, 2011 WL 310237, at *5-*6 (E.D. Ky. Jan. 28, 2011), does not concern the specific provision at issue and is substantially different on its facts, therefore we will not consider it. The other, Thoro-Graph, Inc. v. Lauffer, Nos. 2010-CA-000891 and 2010-CA-000914, 2012 WL 5038254 (Ky. App. Oct. 19, 2012), discretionary review denied and ordered not to be published (Aug. 21, 2013), was cited by the Court of Appeals below as supporting its interpretation of KRS 230.357.
Preliminary to our discussion of the statute, we take this opportunity to make clear to bench and bar that depublished opinions-as opposed to ordinary not-to-be-published opinions, the citation of which is governed by RAP 41-have zero precedential value. The reasons why this Court may exercise its authority to depublish an opinion of the Court of Appeals are various and, more importantly, known only to this Court; and even then, imperfect. All that is known from such an order is that this Court does not want a particular opinion to be binding on trial courts or other Courts of Appeal panels. This Court has seen something in them that did not merit discretionary review but may work mischief if followed by other courts. The rule of thumb is that the entire opinion should be limited strictly to the parties concerned and not cited as persuasive authority in other cases. That being said, McPeek relies heavily upon Thoro-graph for support so we will consider its reasoning but reliance upon depublished opinions is discouraged.
Kentucky Rules of Appellate Procedure.
KRS 230.357 has two principal features. First, Section 2 requires the sale, purchase, or transfer of an equine to be accompanied by a written bill of sale, disclosing the purchase price, and signed by both seller and buyer, or their authorized agents. KRS 230.357(2)(a)-(b). KRS 230.357(3) applies when a sale is effected through an auction. Sections 4 through 7 are devoted to prohibiting and regulating transactions for horses involving dual agents. None of these are at issue here so we will not consider them in depth. But the Court of Appeals looked to these several provisions to conclude that the overall purpose of KRS 230.357 was to regulate the sales of equines between buyers, sellers, or their agents; and therefore, because McPeek was not an agent involved with securing the sale of Darling, KRS 230.357(11) did not apply to his case.
We certainly endorse the rule that "courts have a duty to construe statutes, not isolated provisions." Brown-Forman Corp. v. Miller, 528 S.W.3d 886, 894-95 (Ky. 2017) (quoting Graham Cty. Soil & Water Conservation Dist. v. United States ex rel. Wilson, 559 U.S. 280, 290 (2010)). And we commend the Court of Appeals for attempting to uphold this duty. But courts also have a duty to interpret and enforce a statute according to its plain-text meaning. Barnett v. Central Kentucky Hauling, LLC, 617 S.W.3d 339, 341 (Ky. 2021). "Only if the language is unclear do we consider the legislatures' unspoken intent, the statute's purpose, and the broader statutory scheme." Id. at 341-42.
"Where the words used in a statute are clear and unambiguous and express the legislative intent, there is no room for construction and the statute must be accepted as it is written." Griffin v. City of Bowling Green, 458 S.W.2d 456, 457 (Ky. 1970). The misstep in the Court of Appeals' analysis is that it used an overall purpose to interpret words, rather than discern the purpose from the words used. The clearest expression of purpose is the language of the statute itself. Bell v. Bell, 423 S.W.3d 219, 223 (Ky. 2014). "It is not a proper use of the [whole-text] canon to say that since the overall purpose of the statute is to achieve x, any interpretation of the text that limits the achieving of x must be disfavored." A. Scalia & B. Garner, Reading Law: The Interpretation of Legal Texts 168 (2012). By the same token, the Court of Appeals reasoned that because the overall purpose of KRS 230.357 is to combat the problems of dual agency in horse sales, KRS 230.357(11) must be limited to only buyers, sellers, and their agents for horse sales. But the plain language of KRS 230.357(11) contains no such limiting language and speaks more broadly; it is unambiguous, and we must take the General Assembly at its word.
The breadth of the provision is established in its first part, wherein it states it applies to any contract or agreement "for payment of a commission, fee, gratuity, or any other form of compensation in connection with any sale, purchase, or transfer of an equine ...." KRS 230.357(11) (emphasis added). A commission, as used in this statute, is "a sum or percentage allowed to an agent for his services." I The American College Encyclopedic Dictionary, Commission 242 (1958). A fee is defined as "[a] charge or payment for labor or services, esp. professional services." Black's Law Dictionary, Fee 758 (11th Ed., 2019). A gratuity is defined, under the archaic word gratification, as "[a] voluntarily given reward or recompense for a service or benefit." Id. at 845. And compensation is defined as "remuneration and other benefits received in return for services rendered[.]" Id. at 354. Subsection 11 applies to all forms of payment, recompense, reward, or any other kind or form of compensation "in connection with any sale, purchase, or transfer of an equine ...." KRS 230.357(11). McPeek is seeking a commission, a fee, or some other form of compensation.
The Court of Appeals, and McPeek in briefing, contend that the "in connection with" language actually means "an agreement to sell a horse." And because McPeek was not involved in the sale of Darling and his commission was not and could not be for any work done in procuring or achieving that sale, the statute cannot apply. But applying the statute in this manner is to construe it as if it read
No contract or agreement for payment of a commission, fee, gratuity, or any other form of compensation for any sale, purchase, or transfer of an equine shall be enforceable by way of an action or defense unless ....
It is not a subtle change, and it drastically alters the scope of the provision. There is a discernable and unignorable difference between any form of compensation in connection with the sale of an equine, and any form of compensation for the sale of an equine. If the General Assembly intended to limit KRS 230.357(11) only to the latter, then it quite easily could have done. Instead, it chose the former and expressed its intent to prohibit the enforceability of any agreement for any form of compensation in connection with the sale of an equine except under certain defined conditions.
"Connection" is defined as "1. An act connecting. 2. The state of being connected . . . 4. Association; relationship . . . 6. Union in due order or sequence of words or ideas." I The American College Encyclopedic Dictionary, Connection 256 (1958). McPeek demands 5% commission in connection with the sale of Darling, an equine. This is obvious. By his own admission, he would not be entitled to the $175,000 unless Darling was sold. His 5% commission depends upon the purchase price when she was sold. The commission McPeek desires is connected with the sale of Darling; it is related to the sale of Darling; it is dependent upon and sequentially follows as a condition precedent the sale of Darling. It is impossible to say this commission is not connected with the sale of an equine. The Court of Appeals was forced to acknowledge this by conceding the commission "revolved around" the sale of a horse. Only by interpreting the language "in connection with any sale, purchase or transfer" to mean "for the sale, purchase, or transfer" can we escape the force of reason. That, however, would be rewriting the statute and "[i]t is well settled law that a court may not add language to the written law to achieve a desired result." Fox v. Grayson, 317 S.W.3d 1, 8 (Ky. 2010).
The dissent somehow concludes that a horse sale is immaterial to an oral contractual provision for 5% of the sale price of the horse. This flies in the face of blackletter law and elementary reasoning. Law tells us that the horse sale is a condition that must occur prior to receipt of a percentage of the sale price- "[a] condition is an event, not certain to occur, which must occur, unless its non-occurrence is excused, before performance under a contract becomes due." Restatement (Second) of Contracts § 224. Aristotle teaches us that "If A, then B" is a logical proposition in which B is consequent from the occurrence of A. Aristotle, Posterior Analytics, in The Basic Works of Aristotle 110, 116 (McKeon, Richard, ed., 2001) ("[A] thing consequentially connected to anything is essential."). That makes A-the horse sale-essential. Being both material under law and essential under reason, the horse sale is "in connection with" the 5% commission because the latter is united to the former in a necessary sequence of chronological occurrences-if there is no horse sale, there cannot be any 5% commission under any circumstances. If a contract stipulates "If A, then B" then A and B are causally related under the contract. How one thing can be causally related to another thing but simultaneously not be "in connection with" it is a conundrum the dissent must solve but fails to do.
The dissent has also postulated various potential agreements that may be implicated by our ruling. First, courts cannot create ambiguity in statutory texts. Milner v. Dept. of Navy, 562 U.S. 562, 574 (2011). Tenuous hypotheticals, such as whether taking a taxi to a horse sale falls under the statute, have precisely that function. But not all the hypotheticals are meritless. For example, one hypothetical postulated is a veterinarian who treats a horse with remuneration for said services to be a percentage of the sale of the horse. Did the General Assembly intend to cover that specific arrangement when it passed KRS 230.357(11)? Perhaps not, but the language of the statute would reach such a scenario. The dissent fails to reckon with the fact that the contract itself is what provides the necessary connection. If a veterinarian contracts A- treating the horse-in return for B-a percentage of the price the horse is sold for-then the contract establishes that the veterinarian services are in connection with the horse sale. It is an irreducible fact that the contract makes A and B causally related, thus "in connection with" one another: but for A, no B. And if the horse is never sold? Then the veterinarian suffers the consequences of making a ridiculous contract. Matthis v. O'Brien, 126 S.W. 156, 158 (Ky. 1910) ("The law will not interfere . . . to the relief of those who with their eyes open understandingly and freely make a bad bargain.").
The dissent's other two points are that KRS 230.357(11) is a poor fit with KRS 230.357(7) under our interpretation. The answer: the two provisions do not need to fit. The latter provision applies to violations of KRS 230.357(4)-(6). Lastly, the dissent cites the title of KRS 230.357. But it is firmly established that
headings and titles are not meant to take the place of the detailed provisions of the text. Nor are they necessarily designed to be a reference guide or a synopsis. Where the text is complicated and prolific, headings and titles can do no more than indicate the provisions in a most general manner; to attempt to refer to each specific provision would often be ungainly as well as useless. As a result, matters in the text which deviate from those falling within the general pattern are frequently unreflected in the headings and titles. Factors of this type have led to the wise rule that the title of a statute and the heading of a section cannot limit the plain meaning of the text.Brotherhood of R.R. Trainmen v. Baltimore & O. R. Co., 331 U.S. 519, 528-29 (1947) (emphasis added). This rule is particularly apt since we know that KRS 230.357(11) was a later amendment to the chapter; thus, it is unreasonable to look to the heading as an interpretive guide over plain statutory text.
Next, the relevant language states the agreement for any form of compensation must be in connection with a sale, purchase, or transfer of an equine. This language takes the section beyond sales and purchases because "transfer" means
[a]ny mode of disposing of or parting with an asset or an interest in an asset, including a gift, the payment of money, release, lease, or creation of a lien or other encumbrance. The term embraces every method-direct or indirect, absolute or conditional, voluntary or involuntary-of disposing of or parting with property[.]
Black's Law Dictionary, Transfer 1803 (11th Ed., 2019). By confining KRS 230.357(11) to only buyers and sellers, or their agents, in transactions for the sale of a horse, the Court of Appeals' reasoning renders the word transfer superfluous; indeed, null. By including the word transfer the General Assembly intended the statute to apply to any situation where a party seeks to enforce an agreement for any form of compensation in connection with the disposing of a property interest in an equine. This is consistent with our interpretation of the general statute of frauds that prohibits enforcing any unwritten contract "for the sale of real estate[,]" KRS 371.010(6), but which we have held applies "so long as there is a purpose to transfer title to land[.]" Adamson v. Adamson, 635 S.W.3d 72, 78 (Ky. 2021). We are not familiar with the ins-and-outs of the horse racing profession, and it may be that agreements for compensation connected with transfers of a property interest in an equine that are not strictly speaking a sale are comparatively rare. But that is of no moment. The General Assembly used plain language, and it may legislate upon the rare occurrence as much as it can upon the common.
Nor does the term "bill of sale" contradict this conclusion but supports it. "We typically define words according to their ordinary meanings when interpreting statutes, but that general rule yields when a word or phrase has a technical meaning within the law." Caldwell v. Chauvin, 464 S.W.3d 139, 151 (Ky. 2015). "Bill of sale" is a legal term of art defined as "[a]n instrument for conveying title to personal property, absolutely or by way of security." Black's Law Dictionary, Bill of sale 205 (11th Ed., 2019). "[W]hen a written document of any sort is used to effect the transfer, the document is called technically a 'bill of sale.'" Id. (quoting Albert Gibson, Arthur Weldon & H. Gibson Rivington, Gibson's Conveyancing 302 (14th ed. 1933)).
Subject of course to the constitutional prohibition upon special and local legislation. Ky. Const. § 59.
Finally, the Court of Appeals reasoned that because KRS 230.357(11)(b) contains the provisio that "[t]he recipient of the compensation provides a written bill of sale for the transaction in accordance with subsections (2)(a) and (3) of this section[,]" that the statute cannot apply to McPeek because McPeek never received, nor would have received, a bill of sale. In other words, because McPeek would not have access to the evidence demanded by the statute prior to instituting his lawsuit, the statute could not apply to him. That is an odd exegetical method. Courts do not interpret statutes based on the facts of a particular case. Instead, we interpret statutes based on their words then determine whether the statute applies to the facts. Subsection (11)(b) is an evidentiary requirement, and it applies only to cases where a plaintiff is seeking to enforce an agreement for any form of compensation in connection with the sale, purchase, or transfer of an equine. KRS 230.357(11). In other words, the scope of applicability is determined by subsection (11) and it does apply here.
Subsection (11)(b) appears to be strenuous evidentiary burden, especially for someone in McPeek's position but we do not believe it so high as to be arbitrary or effectively bar access to the courts. Subsection (11) says "No contract or agreement . . . shall be enforceable by way of action or defense unless ...." It does not say "no action shall be commenced" or "no action shall be maintained." In brief, McPeek did not need to provide a bill of sale to file his lawsuit or otherwise have it in possession at the commencement of the lawsuit. "Provides" means "to furnish or supply." II The American College Encyclopedic Dictionary, Provide 975 (1958). CR 26.02(1) allows a party to obtain materials from the adverse party that is relevant to the subject matter of the litigation and is admissible evidence or is calculated to lead to admissible evidence. The bill of sale for Darling is obviously relevant and admissible. By obtaining the bill of sale through discovery, McPeek would then provide it to the trial court and satisfy subsection (11)(b).
Kentucky Rules of Civil Procedure.
CR 34.03 also allows a party to obtain documents from those persons not a party to the litigation.
This is consistent with our repeated affirmation that summary judgment motions should not even be considered by trial courts until the opposing party has had an adequate opportunity for discovery. Blankenship v. Collier, 302 S.W.3d 665, 668 (Ky. 2010).
Thus, KRS 230.357(11) applies to McPeek and the facts of this case. The trial court correctly held so and summary judgment is proper because the agreement he sought to enforce was not evidenced by a writing signed by Polk, the owner of Normandy Farms at the time the contract allegedly was made. This summary judgment applies to both his breach of contract claim and breach of contract implied in fact claim. A contract implied in fact simply looks to the circumstances, conduct, and acts of the parties, other than verbal expressions, to evince the formation of a contract. Kellum v. Browning's Adm'r, 21 S.W.2d 459, 465 (Ky. 1929). But KRS 230.357(11) does not allow the enforcement of a contract for any form of compensation in connection with the sale of an equine unless it is evidenced by a signed writing, therefore McPeek's claim fails in the absence thereof.
As for Thoro-graph, we find that opinion particularly unavailing as persuasive authority in this case, aside from what we stated earlier regarding depublished opinions. Thoro-graph, Inc. provided advice to prospective buyers of racehorses. Thoro-Graph, Inc. v. Lauffer, No. 2010-CA-000891-MR, 2012 WL 5038254, at *1 (Ky. Ct. App. Oct. 19, 2012). In 2008, Kirk, on behalf of a joint venture, contacted Thoro-graph's owner, Brown, for his services. Id. A few months later, Brown recommended the purchase of Rachel Alexandria for $1.2 million. Id. Lauffer, another member of the joint venture, then spoke with Brown directly. Id. When informed of his fee rates, Brown declined to accept them and said they would be a problem. Id. An agreement between the joint venture and Brown could not be reached because of the fee rates. Id. at *2. Lauffer, in his own name, then purchased a 50% interest in Rachel Alexandria. Id. Lauffer later filed a declaratory action seeking a judicial determination that he was not contracted or otherwise obliged to pay Brown any fees concerning the acquisition of Rachel Alexandria. Id. The trial court concluded no contract ever existed between Brown and Lauffer but that Brown was entitled in quantum meruit to $25,000 for the services he did provide that Lauffer subsequently took advantage of in making the purchase. Id.
Both parties appealed, but the issue concerning this case is Lauffer's argument that KRS 230.357(11) applied, and the trial court should have awarded summary judgment to him pursuant to that statute. The Court of Appeals held "that the statutes do not apply to this case. The question before the trial court involved recovery of a fee for advice. It was not in 'connection with any sale, purchase, or transfer of an equine.'" Id. at *5 (quoting KRS 230.357(11)). Based on the analysis provided above, we reject that rationale.A "bloodstock agent" as Brown was serving as, providing services to a potential buyer on the acquisition of an equine, who then acts upon that advice to purchase a proprietary interest in that equine, is generally a contract or agreement in connection with the sale, purchase, or transfer of an equine. The ultimate conclusion of Thoro-graph, however, was essentially correct because KRS 230.357(11) only applies to a "contract or agreement" for any form of compensation in connection with the sale, purchase, or transfer of a horse. The trial court in Thoro-graph concluded no contract or agreement ever existed between Lauffer and Brown; and then it implied a contract at law to award $25,000 to Brown in quantum meruit.
We agree with the trial court below that the absence of any kind of contract or agreement in Thoro-graph rendered the Court of Appeals' analysis dicta because there was no contract or agreement for it to apply the statute to. It could have simply relied on the absence of a contract to not apply KRS 230.357(11).
McPeek has argued that Thoro-graph represents a known judicial interpretation of a statute and therefore the failure of the General Assembly to amend the statute since 2012 is persuasive evidence that it agrees with the Court of Appeals' interpretation of KRS 230.357(11). We reject that argument first because it is a depublished case. Second, "unpublished cases as a rule are not meant to be cited as official pronouncements of what the law is[.]" Taylor v. Commonwealth, 671 S.W.3d 36, 42 (Ky. 2023). Therefore, unreported cases do not put the General Assembly on notice to change a statute because they have no binding precedential authority. RAP 41. Finally, Thoro-graph's discussion of KRS 230.357(11) was dicta and not an authoritative statement of the law in its own right.
In contrast, the trial court below did find there was an oral agreement but refused to enforce the term for a 5% commission because it was not evidenced by a signed writing as required by KRS 230.357(11). This is made clear on pages 6-8 of the trial court's opinion and order which granted summary judgment explicitly on the basis that the contract was not evidenced by a signed writing; rejected the application of an exception to the statute of frauds (discussed in greater detail in Section IV) based on the fact that KRS 230.357(11) does not contain a one-year provision, rather than on the absence of any agreement; and finally, it stated quantum meruit could not be awarded except for exceptional circumstances because McPeek was alleging a contract "deemed unenforceable" by the "equine statute of frauds," i.e., KRS 230.357(11).
To conclude, we are not insensible to some concerns that this ruling, and the statute upon which it is based, may disrupt the horse racing profession and the time-honored custom of handshake agreements. Horses and horse racing are an indelible part of Kentucky and in that sense belong to all Kentuckians for "[t]o be born in Kentucky is a heritage; to brag about it is a habit; to appreciate it is a virtue." Nonetheless, horses and horse racing are also economic concerns and, on that point, the General Assembly's authority to regulate the profession is paramount and unquestionable-"[s]haping public policy is the exclusive domain of the General Assembly." Caneyville Vol. Fire Dept. v. Green's Motorcycle Salvage, Inc., 286 S.W.3d 790, 807 (Ky. 2009) (emphasis added). "We 'ascertain the intention of the legislature from words used in enacting statutes rather than surmising what may have been intended but was not expressed.'" Revenue Cab. v. O'Daniel, 153 S.W.3d 815, 819 (Ky. 2005) (quoting Flying J Travel Plaza v. Commonwealth of Ky., Transp. Cab., Dep't of Highways, 928 S.W.2d 344, 347 (Ky. 1996)). This Court has no license to ignore the plain text meaning of a statute simply because some prefer a different policy outcome that it believes is more conducive to the General Assembly's latently expressed intent. If, upon rendition of this opinion, the General Assembly concludes that it has misspoken, then it is free to amend the statute accordingly.
A quote of Paducah's own Irving S. Cobb, quoted in Kentucky Progress Commission, II Kentucky Progress Magazine 48 (1929).
IV. Quantum Meruit
There are several species of quantum meruit claims, and the particular one at issue here is of the class historically known as indebitatus assumpsit. Quantum meruit "is an equitable remedy invoked to compensate for an unjust act, whether it is harm done to a person after services are rendered, or a benefit is conferred without proper reimbursement." Lofton v. Fairmont Specialty Ins. Managers, Inc., 367 S.W.3d 593, 597 (Ky. 2012). A claim of quantum meruit necessarily posits that no contract exists between the parties- where a contract does exist, quantum meruit is barred and the terms of the contract prevail. Vanhook Enterprises, Inc. v. Kay and Kay Contracting, LLC, 543 S.W.3d 569, 574 (Ky. 2018). Thus, it is legal question whether to imply a contract in law because such a contract "is created not by any promise or mutual assent of the parties but is imposed by law on the party irrespective of, and sometimes in violation of, his intention." Fayette Tobacco Warehouse Co. v. Lexington Tobacco Brd. of Trade, 299 S.W.2d 640, 643 (Ky. 1956). It is a "legal fiction . . . where the circumstances are such that under the law of natural and immutable justice there should be a recovery as though there had been a promise. Under such circumstances, common-law courts have supplied the fiction of the promise in order to permit the remedy." Id. (quoting Clark v. People's Savings &Loan Ass'n of De Kalb County, 46 N.E.2d 681, 682 (In. 1943)).
It is curiosity of law that quantum meruit seems to sound in equity though originally derived from the common law. Fayette Tobacco, 299 S.W.2d at 643-44. In truth it is an action at law. Though it invokes the equitable power of a court that is only because the common law courts' embrace of actions in assumpsit, finally resolved by the seminal Slade's Case, (1598) 4 Co Rep 92b, 76 ER 1074 (1602), "reflected the common law courts' efforts to move into the Chancellor's equitable territory." Judy Beckner Sloan, Quantum Meruit: Residual Equity in Law, 42 DePaul L. Rev. 399, 423 (1992).
Therefore, quantum meruit claims present two basic questions: first, are the circumstances such that natural justice demands a contract be implied though the parties may never have intended there to be one; and second, what is the value of the services rendered under this implied contract? When the underlying facts and the measure of value is undisputed, summary judgment is appropriate. That is met here since the underlying facts of McPeek's services are undisputed, and the measure of those services-$175,000-is not disputed. Normandy does not dispute the measure, only that it is owed; in other words, it disputes that the circumstances are such that a contract be implied by law.
As part of that argument, Normandy asserts KRS 230.357(11) is a statute of frauds that bars enforcement of a quantum meruit claim. McPeek argues to the contrary. The trial court declined to imply a contract in law, but no fair reading of its opinion leads to the conclusion that it refused to do so because the statute of frauds barred it. Instead, the trial court concluded that the existence of the statute of frauds meant exceptional circumstances had to exist to imply a contract at law. The Court of Appeals failed to analyze this conclusion in any depth. At best, it merely quoted Thoro-graph for the proposition that a statute of frauds does not bar a quantum meruit claim. But since the trial court did not make such a legal conclusion, that hardly suffices to reverse the trial court.
The general rule regarding the statute of frauds and quantum meruit was stated in Head v. Shwartz's Ex'r, that
[t]he rule that part performance operates to take a contract out of the provisions of the statute of frauds so as to permit its enforcement, notwithstanding the absence of a signed writing evidencing the contract, has never been approved or followed in this jurisdiction. On the contrary we have repudiated it, as will be seen from the cases of Gault v. Carpenter, 187 Ky. 25, 218 S.W. 254 [(1920)], and Rhinehart v. Kelley, 145 Ky. 470, 140 S.W. 653
[(1911)]. But to that nonaccepted rule we have adopted an exception with reference to that provision of our statute of frauds requiring that agreements not to be performed within one year from the making thereof to be in writing, so as to give the contract effect and enforceability where one of the parties has fully performed his part and the other one has by its terms a longer time than one year in which to perform his part[.]202 S.W.2d 623, 624-25 (Ky. 1947). The Court later seemed to depart from that rule in Louisville Trust Co. v. Monsky, 444 S.W.2d 120 (Ky. 1969). But a year later the Court clarified Monsky by saying
we held that quantum meruit could not be used to avoid the statute of frauds [in that case]. . . but to regard that as a general proposition is an erroneous overstatement. It is generally held that part-performance not amounting to full performance on one side does not in general take a contract out of the one-year provision.Butturoff v. United Electric Laboratories, Inc., 459 S.W.2d 581, 587 (Ky. 1970). Buttoroff did not overrule Monsky. From that fact it is evident that there is no bright-line rule that a statute of frauds bars a quantum meruit claim but neither is there a bright-line rule that quantum meruit claims are not barred by a statute of frauds.
Notably, however, the general statute of frauds in Kentucky, KRS 371.010, does not apply here under the rule that specific statutes control over general statutes. Abel v. Austin, 411 S.W.3d 728, 738 (Ky. 2013). KRS 230.357(11) is undoubtedly the more specific statute. The trial court also correctly noted that statute has no similar one-year provision as found in KRS 371.010(7). "We are not at liberty to add or subtract from the legislative enactment nor discover meaning not reasonably ascertainable from the language used." Dept. of Revenue, Fin. and Admin. Cabinet v. Wyrick, 323 S.W.3d 710, 713 (Ky. 2010). The absence of a one-year provision in KRS 230.357(11) prohibits importing an exception from the general statute of frauds dependent upon its one-year provision.
Although McPeek has relied upon Shwartz and Buttoroff, the cases are unavailing here. Schwartz simply reaffirms Kentucky's adherence to the rule that where one party to a contract has fully performed and the other party's performance is capable of being performed longer than a year from the time of the contract, then the statute of frauds is not a bar to enforcing said contract. 202 S.W.2d at 623-24. Such a rule obviously depends upon KRS 371.010(7) and there is no analogous one-year provision in KRS 230.357(11), therefore Schwartz cannot apply. Buttoroff clarified Monsky but in so doing relied upon the Restatement (Second) of Agency § 468 (1958). 459 S.W.2d at 587. Section 468 has three paragraphs, the first one not applying here because of the lack of a one-year provision. But it states further,
(2) If a statute provides that a person employing another for a specified purpose shall not be liable to the other for compensation although the other renders the promised performance, unless the employer has signed a memorandum in writing, a person has no duty to pay to another whom he orally employs for such purpose either the promised compensation or the reasonable value of services rendered.
(3) Except as stated in Subsection (2), an agent who has partially or fully performed a contract which is not enforceable because a memorandum thereof has not been signed is entitled to the fair value of services rendered if the principal refuses to perform the contract or to sign a memorandum.
Restatement (Second) of Agency § 468 (1958). McPeek is plainly a person employed by another for a specific purpose, and KRS 230.357(11) is plainly a statute prohibiting enforcement of an agreement "for any other form of compensation" that is not evidenced by a written instrument signed by the employer. The exception of paragraph three, as Comment C of Section 468 explains, refers to the general rule that a contract unenforceable by a statute of frauds does not bar restitution if said restitution can be had by some other means not prohibited by the statute of frauds. See generally Restatement (Second) of Agency § 355 (1958); see also Schwartz, 202 S.W.2d at 625. But no such alternative restitution can be had here. McPeek is seeking to enforce a contract for $175,000 in cash as a commission in connection with the sale of the horse, which KRS 230.357(11) prohibits unless evidenced by a writing. To allow recovery in quantum meruit would give him-$175,000 in cash. The statute would be defeated.
Since a statute of frauds exists here and no other form of restitution is available, paragraph two applies, and the statute of frauds is a good defense to bar the quantum meruit claim. "To allow any recovery under the situation described in paragraph (2) of the section would defeat the very purpose of the statute [of frauds]." Buttoroff, 459 S.W.2d at 587. Quantum meruit claims are only allowable when "in accord with the purpose of the statute [of frauds] rather than a defeat of it." Id. Courts must consider whether the recovery sought would defeat the purpose of the statue of frauds. If so, the statute applies, and the claim is defeated. If not, then a quantum meruit claim prevails.
This conclusion necessarily rejects the other pertinent part of Thoro-graph, No. 2010-CA-000891-MR, 2012 WL 5038254, at *5. Thoro-graph misconstrued Buttoroff by failing to consider the totality of its reasoning regarding the statute of frauds and quantum meruit claims.
An illustrative example of this is found in Schwartz, where the Court held that an action to recover remuneration upon an oral contract in the form of real property could not be maintained because of the statute of frauds, but "if the promisee has performed the contract by pendering [sic] the required services, a contract to pay the reasonable value of the services rendered is implied and an action will lie against the personal representative of the decedent on a quantum meruit to recover the value of the services." 202 S.W.2d at 625. In other words, the specific performance of payment in the form of land was barred, but payment in the form of cash would not defeat the statute of frauds therefore a quantum meruit claim was actionable.
Finally, because of the existence of KRS 230.357(11), principles of equity do not allow for implying a contract at law in this case. It is an ironclad rule that "law trumps equity." Seeger v. Lanham, 542 S.W.3d 286, 295 (Ky. 2018). "Courts of equity may no more disregard statutory and constitutional requirements and provisions than can courts of law. They are bound by positive provisions of a statute equally with courts of law." Kaufman v. Kaufman's Adm'r, 166 S.W.2d 860, 867 (Ky. 1942).
V. Conclusion
McPeek brought three different claims seeking to recover a 5% commission on the sale price of Daddy's Lil' Darling as a form of compensation for his training services. KRS 230.357(11) bars enforcement of any contract for any form of compensation in connection with the sale of horse unless that contract is evidenced by a written instrument signed by the party against whom enforcement is sought. McPeek admits there is no written instrument evidencing this contract. Therefore, the statute bars all his claims. To apply equity in this case would be contrary to the expressed public policy of the General Assembly which courts cannot do. The Court of Appeals is reversed, and trial court's summary judgment is reinstated.
Bisig, Conley, Keller, Lambert, Nickell and Thompson, JJ., sitting. Lambert, Nickell, and Thompson, JJ., concur.
Bisig, J., dissents by separate opinion, in which with Keller, J., joins. VanMeter, C.J., not sitting.
BISIG, J., DISSENTING: KRS 230.357(11) bars enforcement of an unwritten "contract or agreement for payment of . . . compensation in connection with any sale, purchase, or transfer of an equine." The majority opinion concludes the statute thus bars enforcement of any unwritten agreement for compensation connected in any way-no matter how remote or detached-with an equine sale. In reaching this strikingly broad interpretation of the statute, the majority opinion employs a superficial "plain language" analysis focused narrowly on KRS 230.357(11)'s single use of the word "connection." Yet wholly absent from the analysis of the majority opinion is any consideration of the statutory context surrounding KRS 230.357(11) necessary to meet our mandate to interpret statutes as a whole and to effectuate their underlying legislative intent. Indeed, the majority specifically disavows any duty to consider the remainder of KRS 230.357: "None of [the other provisions of KRS 230.357] are at issue here so we will not consider them in depth." Maj. Op. at 10.
While blinders may fit the bill at the track, they should be used with caution in statutory interpretation. When the provisions of KRS 230.357 are considered as a whole, they manifest a narrow legislative intent for the statute to reach only equine transactions and related secondary agreements that bear in some material way on an equine transaction. Indeed, those provisions, together with the statutory remedies provided and even the title of the legislative act itself, make plain that the protection of equine transactions from the deleterious effects of improper secondary agreements stands at the heart of the statute.
McPeek's alleged agreement with Normandy Farm was a horse training contract. The agreement simply includes a fee calculated on the basis of a horse's sale price but does not bear in any material way upon the actual sale of the horse. For this reason, it is beyond the intended scope of KRS 230.357(11). As such, I would affirm the Court of Appeals and remand to the trial court for further proceedings. I therefore must respectfully dissent.
ANALYSIS
As the majority opinion acknowledges, "the intent of the legislature is the lodestar by which we are guided" in construing a statute. Maj. Op. at 7. Indeed, we have often noted that "[t]he fundamental rule in statutory interpretation is to give effect to the legislative intent." Travelers Indem. Co. v. Armstrong, 565 S.W.3d 550, 559 (Ky. 2018) (quoting Ky. Indus. Util. Customers, Inc. v. Ky. Utils. Co., 983 S.W.2d 493, 500 (Ky. 1998)) (emphasis added). Or as we stated more recently, "[t]his Court is obligated above all else to effectuate the intent of the legislature." Thompson v. Killary, 683 S.W.3d 641, 650 (Ky. 2024) (emphasis added).
This fundamental duty to effectuate legislative intent requires us always to consider a statute as a whole, rather than falling into the trap of a jejune and myopic focus on any single word or phrase in the statute. Indeed, a charge to deduce legislative intent on the basis of a handful of words would often set forth an impossible task. Thus, "[g]eneral principles of statutory construction hold that a court must not be guided by a single sentence of a statute but must look to the provisions of the whole statute and its object and policy." Travelers Indem. Co., 565 S.W.3d at 560 (quoting Cosby v. Commonwealth, 147 S.W.3d 56, 58 (Ky. 2004)). As such, "any language in the act is to be read in light of the whole act, not just a portion of it. The point of this maxim is that the whole act provides the context into which to place any language found in the act." Popplewell's Alligator Dock No. 1, Inc. v. Rev. Cab., 133 S.W.3d 456, 465 (Ky. 2004) (cleaned up) (citations omitted).
Our duty to always consider the full statutory context applies not only in determining legislative intent, but also in discerning the meaning and potential ambiguity of particular statutory words or phrases. See Petitioner F v. Brown, 306 S.W.3d 80, 86 (Ky. 2010) (holding that statute, "when read in context with other relevant statutes, is ambiguous.") (emphasis added); Brown v. Gardner, 513 U.S. 115, 118 (1994) ("Ambiguity is a creature not of definitional possibilities but of statutory context."). In other words, the meaning and potential ambiguity of a statutory word or phrase cannot be determined simply by considering a dictionary definition in isolation, but rather must be determined by examining more fully the entire statutory context in which the word or phrase is found.
Yet here, the majority opinion looks solely to a dictionary definition of the word "connection" to determine that KRS 230.357(11) bars enforcement of any unwritten agreement for compensation if it can be shown to be "connected" in some way-no matter how remote-to an equine transaction. The majority opinion thus concludes that because McPeek's commission under the alleged unwritten horse training services contract was to be calculated as five percent of the sale price for Daddy's Lil Darling, the contract is "connected" to the sale of Daddy's Lil Darling and thus unenforceable under KRS 230.357(11). However, when considered as a whole, KRS 230.357 manifests a plain legislative intent to reach only equine transactions and secondary agreements that bear materially on an equine transaction. McPeek's alleged horse training agreement with Normandy Farm had no impact on the terms of the sale, and thus should not be held to the requirements of KRS 230.357(11).
I. The Phrase "In Connection With" as Used in KRS 230.357(11) is Ambiguous.
As noted above, KRS 230.357(11)'s requirement that an agreement for compensation be set forth in writing applies only if that agreement is "in connection with" an equine transaction. The majority opinion concludes "in connection with" is unambiguous and plain language simply meaning the agreement and the equine transaction must be "connected." Yet "in connection with" is decidedly ambiguous when used to describe two separate commercial transactions.
Statutory language is ambiguous when it "is 'reasonably capable of being understood in more than one sense.'" Travelers Indem. Co., 565 S.W.3d at 558 (quoting Jefferson Cnty. Bd. of Educ. v. Fell, 391 S.W.3d 713, 723 (Ky. 2012)). Though KRS 230.357 does not define "in connection with," Merriam-Webster defines the term as "in relation to (something)." In connection with, Merriam-Webster Dictionary Online, https://www.merriam-webster.com/dictionary/in%20connection%20with. So to fall within the statute, the secondary agreement for compensation must bear some "relation" to an equine transaction.
However, the concept of a "relation" between two commercial transactions is not binary but rather one of degree. It cannot be said that any two transactions are simply either related or not related. To the contrary, one may reasonably describe two transactions as "strongly" related, "materially" related, "significantly" related, "somewhat" related, "slightly" related," "barely" related, or with any other number of relational adjectives.
We are thus immediately presented with the question of what degree of "relation" must exist between the secondary agreement and the underlying equine transaction for the agreement to fall within KRS 230.357. At one end of the spectrum, it can reasonably be argued that an agreement for compensation is "in connection with" an equine transaction only if the agreement addresses compensation for the sale, purchase, or transfer of the equine interest itself. Under this interpretation, the statute would reach only agreements for payments made in exchange for an equine interest.
At the other end of the spectrum, a secondary agreement for compensation that bears even a slight and remote relation to an equine transaction might reasonably be said to be "in connection with" the latter transaction. Indeed, there would be some "relation," however remote, between the two transactions. This of course is the majority's conclusion.
But at some point, a secondary agreement adjacent to an equine transaction would nonetheless fall so far from the purposes served by KRS 230.357(11) that it would be absurd to subject the agreement to the statute. Take a few examples which, even if not standard industry practice, are not entirely beyond the realm of possibility. If a veterinarian or groomer provides services to be compensated based upon the ultimate sale price of the horse, does that fall within KRS 230.357(11)? How about the operator of a horse trailer business who has an agreement with a horse farm to provide transportation to a particular horse sale, to be compensated based upon the horse farm's receipts at the sale? Or an executor whose fee is calculated based upon the sale price of an equine interest held by the estate? See KRS 395.150(1) (limiting an executor's compensation to five percent of the estate value, plus five percent of income collected for the estate). Is the agreement to serve as executor really so "connected" with the equine transaction that we could conclude the General Assembly intended it to fall within KRS 230.357? Did the General Assembly truly intend the executor to be unable to collect his fee absent a written agreement to serve as executor simply because the estate included an equine interest? If so, why? No apparent reason for such a result appears on the face of the statute.
And what about more unlikely examples farther afield? Would an agreement for the construction of a physical space for the sale of horses fall within the statute, because it is in some way "connected" to equine transactions? What about a passenger who takes a taxi to a horse sale but refuses to pay? Undoubtedly the taxi ride bears some connection with equine transactions, however remote. Was the ride "in connection with" the horse sale such that the driver can only recover by providing a written agreement and bill of sale?
The point of these examples is that when considered without reference to the surrounding statutory context, the phrase "in connection with" is ambiguous as it provides no guidance as to what degree of relation must exist between the agreement for compensation and the equine transaction for KRS 230.357(11) to apply. Perhaps the majority would say that the examples above are too extreme and thus would not constitute agreements "in connection with" an equine transaction. But that again begs the question of where the line lies.
The majority opinion seems to contend that the General Assembly has left that difficult public policy determination to the judiciary. However, consideration of KRS 230.357 in its entirety amply demonstrates the General Assembly intended no such result, but rather intended KRS 230.357 to apply only to equine transactions and related secondary agreements that bear in some material way on an equine transaction.
II. The Surrounding Statutory Provisions Demonstrate the Intended Limited Scope of KRS 230.357(11).
As noted above, our most fundamental rules of statutory interpretation require that we always consider the statutory context of a provision when determining its meaning. Travelers Indem. Co., 565 S.W.3d at 560. Though KRS 230.357(11)'s use of "in connection with" is ambiguous when considered in isolation, the intended narrow scope of the phrase becomes apparent upon consideration of the other provisions surrounding it in KRS 230.357.
Admittedly, KRS 230.357(11) contains very general "in connection with" language that, when considered in isolation, might reasonably be construed as reaching agreements for compensation having any relation whatsoever with an equine transaction. However, this general "in connection with" language appears amidst a sea of far more specific provisions addressed to particular problems unique to either direct equine transactions or related secondary agreements that bear in a material way on an equine transaction.
For example, KRS 230.357(2) and (3) require written bills of sale or auction receipts for direct equine transactions themselves. Subsection (4) imposes requirements on dual agency in an equine transaction, while subsection (5) limits kickback payments to both regular and dual agents in equine transactions. Dual agency and kickback payments by definition both involve some secondary agreement with a potential for conflicts of interest that may ultimately bear in a material way on the underlying equine transaction itself.
Similarly, subsection (6) requires both regular and dual agents in equine transactions to provide financial records and documents relating to the equine transaction to their principals upon request. The evident purpose of this provision is to prevent an agent from concealing financial records or documents that might reveal improper related secondary agreements that have materially affected the principal's equine transaction. Thus, when considered as a whole, the provisions of KRS 230.357 make clear that the intent of the General Assembly is 1) to require written bills of sales or auction receipts for direct equine transactions themselves, and 2) to address dual agency, kickback payments, and similar conflicts of interest, fraud, or harms that may flow from related secondary agreements that bear materially on an equine transaction.
The scope of KRS 230.357(11)'s reference to secondary agreements "in connection with" equine transactions must be interpreted to fit logically within this statutory context. Lichtenstein v. Barbanel, 322 S.W.3d 27, 35 (Ky. 2010) (noting that in interpreting statutes, we "read the statute as a whole, and with other parts of the law of the Commonwealth, to ensure that our interpretation is logical in context.") (emphasis added). Thus, because the statute as a whole is addressed to problems that arise from secondary agreements that materially affect an underlying equine transaction, KRS 230.357(11)'s reference to agreements "in connection with" equine transactions should be interpreted as having the same scope. That is, the provision's reference to agreements "in connection with" equine transactions should be construed-consistent with the remainder of the statute-as reaching those secondary agreements that materially affect an underlying equine transaction.
KRS 230.357(11)'s writing requirement makes great sense when applied to secondary agreements that materially affect an equine transaction. Indeed, the statute strongly incentivizes placing such agreements in writing, and thus aims to prevent concealment of such agreements as they are otherwise unenforceable. But it makes no sense to require unrelated equine service contracts that simply calculate commission based upon an ultimate equine sale price to be in writing. Such contracts do not materially affect equine transactions, the protection of which stands at the heart of KRS 230.357. Given the close working relationship between owners and trainers, the majority opinion's interpretation may indeed unintentionally interfere with common industry practices that in no way materially bear on equine sales. Subjecting those contracts to the requirements of KRS 230.357(11) does not serve any legislative purpose. On the basis of this and the surrounding statutory context alone, I would construe KRS 230.357(11) as reaching only those secondary agreements that bear in some material way on an equine transaction.
The majority argues that the horse sale was material to McPeek's alleged training contract with Normandy Farms, and thus the transactions were "in connection with" one another for purposes of the statute. I certainly agree with the majority that the horse sale was material to the horse training contract. Indeed, without the horse sale, McPeek would not be entitled to any additional compensation whatsoever on the training contract.
However, the majority's focus on whether the horse sale was material to the training contract is misplaced. The statute does not require horse sales in connection with secondary transactions to be in writing, but rather secondary transactions in connection with horse sales to be in writing: "No contract or agreement of payment of a commission, fee, gratuity, or any other form of compensation in connection with any sale, purchase, or transfer of an equine shall be enforceable unless . . . [it] is in writing and is signed by the party against whom enforcement is sought." KRS 230.357(11)(a). The full statutory context makes plain this means simply that the secondary transaction must be in writing if it materially bears on the horse sale. The statute is silent as to requirements for the reverse situation, i.e. where a horse sale bears materially on some secondary transaction. Moreover, just because the horse sale is material to the training contract does not mean the training contract is material to the horse sale. The horse sale is a condition precedent to payment of compensation under the training contract, and thus plainly material to that secondary transaction. But the training contract was not a precondition to the horse sale, nor did it have any other material bearing on it. Thus, while the horse sale was certainly material to the training contract, the training contract was not material to the horse sale and therefore does not fall within the scope of KRS 230.357(11).
III. KRS 230.357's Remedy Provision Further Confirms the Limited Scope of the Statute.
Yet we also have additional clues that the General Assembly did not intend for KRS 230.357(11) to apply to any agreement for compensation bearing any relation, no matter how remote, to an equine transaction. Take for example KRS 230.357(7), the statute's remedy provision:
Any person injured by a violation of this section shall recover treble damages from persons or entities violating this section ....As used in this section, treble damages shall equal three (3) times the sum of . . . [t]he difference, if any, between the price paid for the equine and the actual value of the equine at the time of sale.
Again, we must interpret KRS 230.357(11) logically within this statutory context. The statute's treble damages remedy-calculated in relevant part on the basis of a sale price deviation from the equine's actual value-makes great sense when applied to a secondary agreement that causes an improper deviation from market value in an equine transaction. It provides compensation for the material effect that related secondary agreement has on the equine transaction.
Though not relevant here, the statute also includes improper kickback payments prohibited under KRS 230.357(5) in calculating the amount of treble damages to be awarded.
But the remedy provision is a poor fit when applied to a horse training services contract involving no kickback payments and that in no way materially bears upon any equine transaction. Put differently, a remedy calculated on the basis of the material effects of a related secondary agreement on an underlying equine transaction makes no sense when applied to a secondary agreement with no potential to cause such effects, even though the agreement and equine transaction might otherwise be said to have some "connection."
It is evident KRS 230.357 was not intended to reach so far. To the contrary, the unique tailoring of KRS 230.357's remedy provision to circumstances involving secondary agreements that bear materially on an equine transaction only further confirms the intent of the General Assembly for the statute to reach only those types of agreements. The majority opinion errs in failing to account for, or indeed even consider, this aspect of the broader statutory scheme.
IV. The Title of the Act Codified in KRS 230.357 Also Confirms the Legislative Intent to Limit the Scope of the Statute.
Finally, the title of a legislative enactment is also relevant in deciding what the enactment was intended to mean. Popplewell's Alligator Dock No. 1 Inc., 133 S.W.3d at 463 ("[T]he title of an enactment itself is a proper consideration in its construction."). The title of the Act codified in KRS 230.357 is "AN ACT relating to the sale of horses." 2007 Ky. Acts ch. 103 (emphasis added).
As this title makes plain, KRS 230.357 was intended to regulate matters relating to the "sale" of horses, not the training of horses. A secondary agreement that bears materially on a horse sale certainly "relates" to that sale. However, a secondary agreement that merely includes a commission calculated by reference to a horse sale price simply does not "relate" to the sale in any meaningful way. As such, the title of the Act further confirms it was not intended to reach secondary agreements that do not materially bear on any equine transaction.
CONCLUSION
In sum, the statutory provisions surrounding KRS 230.357(11) manifest a clear legislative intent for the statute to reach only equine transactions and related secondary agreements that bear in some material way on an equine transaction. This limited scope is also evident in the treble damages remedy provided by the General Assembly, calculated by reference to deviations of an equine sales price from market value. Finally, the limited legislative intent is also apparent in the title of the Act itself, denominated as "AN ACT relating to the sale of horses."
The only connection between McPeek's alleged horse training services contract and the ultimate sale of Daddy's Lil Darling was a use of the equine sales price to determine the commission owed to McPeek for his training services. In light of the strong evidence of legislative intent for KRS 230.357 to reach only equine transactions and related secondary agreements that bear materially on equine transactions, I cannot find the KRS 230.357(11) was intended to reach so far as the type of service contract alleged by McPeek. I therefore would affirm the Court of Appeals and remand this matter to the trial court for further proceedings.
Keller, J., joins.