KITE, Justice.
[¶ 1] This matter is before this Court for a second time. In Comet Energy Servs., LLC v. Powder River Oil & Gas Ventures, LLC, 2008 WY 69, 185 P.3d 1259 (Wyo.2008) (Comet I), we reversed the district court's order granting summary judgment for Powder River Oil & Gas Ventures, LLC (Powder River) and remanded the matter for trial, concluding that the term "leasehold estate" as used in the oil and gas assignment at issue was ambiguous, and a question of fact existed as to the extent of Powder River's ownership interest in the well and/or lease it had purchased from Forcenergy Onshore, Inc. (Forcenergy). On remand, the district court concluded after a bench trial that Powder River owned the lease at issue in full and Comet Energy Services, LLC (Comet) had no interest in the lease. Comet appealed. We affirm.
[¶ 2] Comet presents two issues for this Court's determination:
Powder River asserts the district court correctly found the intent of the assignment was to convey all of the assignor's interest in the well and associated lease to Powder River and that the assignment does not fall within the statute of frauds.
[¶ 3] In August of 1998, Powder River purchased Forcenergy's interest in an oil and gas well located on a federal oil and gas lease in Wyoming. The granting clause of the assignment from Forcenergy to Powder River (1998 Assignment) stated as follows:
Comet I, ¶ 7, 185 P.3d at 1262. Exhibit A to the 1998 Assignment stated:
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State/County Location Well/Unit Name Field
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Wyoming/Campbell 4-53N-75W Federal 44-4 Black Hill
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Id.
[¶ 4] Over six years later, in January 2005, Comet contacted Powder River to inquire about purchasing its interest under the 1998 Assignment. At some point during the discussions between Comet and Powder River concerning the sale, a question arose in Comet's view as to the nature and extent of the interest Forcenergy had conveyed to Powder River. Despite Powder River's position that it owned the lease and the well in full, Comet conducted additional investigation in an attempt to ascertain what interest Powder River held as a result of the 1998 Assignment.
[¶ 5] In June of 2005, Comet contacted Forcenergy to determine what interest it had conveyed to Powder River in the 1998 Assignment. Forcenergy advised Comet that it had no records of the lease or any ownership of it. Comet did further checking with the Bureau of Land Management (BLM) and the county and then suggested to Forcenergy that it had conveyed only a wellbore interest and retained the balance of the 760-acre lease. Comet asked Forcenergy to quitclaim the remaining interest to Comet. On August 2, 2005, on the basis of Comet's suggestion, Forcenergy conveyed to Comet any remaining interest it had in the lease without warranting title. In August of 2005, Comet recorded this assignment with the BLM and subsequently informed Powder River of the assignment.
[¶ 6] On November 3, 2005, Powder River filed a declaratory judgment action seeking a determination that "as between Powder River and Comet, Powder River owns all right, title, and interest to the Subject Interest conveyed by [Forcenergy] and that Comet does not own any right, title or interest in the same." On December 29, 2005, Comet filed its answer and a counterclaim seeking a counter-declaration that Powder River obtained only a wellbore interest under the 1998 Assignment, and that Comet acquired the balance of Forcenergy's interest in the lease in 2005. Powder River filed a motion for summary judgment on September 14, 2006. Comet responded to Powder River's motion and filed a cross-motion for summary judgment on November 1, 2006. The district court held a summary judgment hearing on November 6, 2006, and entered an order granting summary judgment in favor of Powder River on February 6, 2007.
[¶ 7] Comet appealed to this Court, claiming the district court incorrectly interpreted the 1998 Assignment as conveying all interest in the lease to Powder River. We concluded:
We reversed the summary judgment order and sent the matter back to the district court for trial.
[¶ 8] Back in the district court, Powder River submitted evidence to show that Forcenergy intended the 1998 Assignment to convey all of its right, title and interest in the Federal 44-4 well and the federal lease on which it was located. Comet countered with evidence intended to show that Forcenergy only conveyed a wellbore/drilling unit and not the balance of the lease. After considering all of the evidence, the district court found that Forcenergy intended to convey all of its
[¶ 9] Our review of a district court's ruling after a bench trial is governed by the following standards:
Lieberman v. Mossbrook, 2009 WY 65, ¶ 40, 208 P.3d 1296, 1308 (Wyo.2009).
[¶ 10] We review the trial court's decisions concerning the admissibility of evidence for abuse of discretion. Smyth v. Kaufman, 2003 WY 52, ¶ 13, 67 P.3d 1161, 1165 (Wyo.2003). The ultimate question in determining whether an abuse of discretion has occurred is whether the trial court reasonably could have concluded as it did. Id.
[¶ 11] Comet also challenges the district court's determination that the 1998 Assignment satisfied the statute of frauds and, in any event, the defense was not available to Comet. The determination of whether a given agreement is within the statute of frauds is a question of law which we review de novo. Act I, LLC v. Davis, 2002 WY 183, ¶ 9, 60 P.3d 145, 148-149 (Wyo.2002).
[¶ 12] Comet contends the district court improperly considered inadmissible evidence in concluding that the 1998 Assignment gave Powder River all right and title to the lease. Specifically, Comet asserts the district court allowed testimony over its objection concerning the subjective intent of Forcenergy and Powder River when they entered into the assignment. Powder River responds that the district court properly considered evidence of the circumstances surrounding the assignment, its purpose and the commercial setting at the time.
[¶ 13] Assignments are contracts and are interpreted in accordance with the rules of contract interpretation. Boley v. Greenough, 2001 WY 47, ¶ 11, 22 P.3d 854, 858 (Wyo.2001). Our primary purpose is to determine the true intent and understanding of the parties at the time and place the agreement was made. Stone v. Devon Energy Prod. Co., L.P., 2008 WY 49 ¶ 18, 181 P.3d 936, 942 (Wyo.2008). We consider the language in the context in which it was written, looking to the surrounding circumstances, the subject matter, and the purpose of the agreement to ascertain the intent of the parties at the time the agreement was made. Id. Relevant circumstances considered in determining the parties' intent may include the relationship of the parties, the subject matter of the contract, and the parties' purpose in making the contract. Ecosystem Res., L.C. v. Broadbent Land & Res., L.L.C, 2007 WY 87, ¶ 10, 158 P.3d 685, 688 (Wyo.2007).
[¶ 15] In Omohundro, we were asked to interpret restrictive covenants. One of the parties offered the affidavit of a member of the company that executed the covenants, in which he averred:
We said:
Id., ¶¶ 23-24, 202 P.3d at 1084.
[¶ 16] Comet relies on Omohundro in asserting that the district court improperly considered evidence of Forcenergy's subjective intent in making the 1998 Assignment. The testimony at issue was that of Melvin Baiamonte, Jr., the land manager for Forcenergy at the time of the assignment. Stating that his testimony was "[m]ost indicative of what the surrounding circumstances were like at the time of conveyance," the district court quoted the following portions of Mr. Baiamonte's deposition testimony in its decision letter
[¶ 17] From this testimony, there is no question but that Mr. Baiamonte testified Forcenergy intended to sell everything it owned in relation to Federal 44-4 when it drafted the assignment. Viewed in its entirety, in the context in which it was given, however, we are not persuaded that Mr. Baiamonte's testimony constituted irrelevant, inadmissible evidence of Forcenergy's subjective intent. Rather, in its entirety and in the context in which it was given, the testimony was properly admissible evidence of the surrounding circumstances, subject matter and purpose of the assignment.
[¶ 18] Mr. Baiamonte testified that he had worked as a lease analyst, land man or land manager for over thirty years. He worked for Forcenergy as land manager from 1991 until 2000 when it was acquired by another company. In 1998, Forcenergy was interested in divesting itself of many of the
[¶ 19] Mr. Baiamonte testified that the 1998 Assignment for which Powder River was the high bidder, like the other twenty-five assignments, conveyed the well, the leasehold estate created by the lease upon which the well was located, and all of Forcenergy's interest in the well and lease. He stated it was not a wellbore assignment. He testified that he has drafted and executed many wellbore assignments and there is nothing in the language used in the 1998 Assignment identifying it as a wellbore assignment. He testified that under normal circumstances assignments like those Forcenergy prepared for the 1998 auction would have listed the well and the lease. However, in 1997, Forcenergy acquired numerous properties as a result of corporate mergers that came without recorded assignments. Forcenergy only had the merger documents and so it relied on the well lists the purchased company provided. Because the properties were low end, Forcenergy did not want to spend money doing title work on properties that were going to auction and would not generate any more value to it.
[¶ 20] Mr. Baiamonte was actively involved in preparing the assignments and made the decision to identify the properties for auction by well number. As was customary, Forcenergy provided the lease files for each of the properties to the auction house for review by potential purchasers. The lease files were not returned to Forcenergy unless the particular property did not sell at auction. Mr. Baiamonte testified that after the twenty-six assignments it offered at the 1998 auction were executed, he was not involved in managing the assigned properties and Forcenergy never drilled a well on any of the properties. Addressing specifically the assignment of Federal 44-4, Mr. Baiamonte testified that after the 1998 Assignment, Forcenergy had no further right, no further interest in the lease. Garth Berkeland, who went to work as a senior landman for Forcenergy's successor company in 2002, testified that the company had no records of the lease.
[¶ 21] In addition to the foregoing testimony, Powder River presented the 1998 auction brochure. The brochure includes an "Explanation of Terms" which sets out the abbreviations used in the property descriptions and their meaning. The first abbreviation in the "Explanation of Terms" is "WBO/PDZ" which is stated to mean "WELL BORE/PROD ZONE ONLY." Some of the property descriptions include the abbreviation WBO; the property description for Federal 44-4 does not. Mr. Baiamonte testified Federal 44-4 did not include the abbreviation because Forcenergy never conveyed any wellbore assignments at auction.
[¶ 22] Powder River also presented the testimony of Stephen Barnes, the owner of an oil and gas exploration and production company with twenty-six years of experience in the oil and gas industry, including the acquisition of oil and gas leases. Mr. Barnes, like Powder River, attended the 1998 auction and purchased property from Forcenergy. As with Powder River's purchase, the property Mr. Barnes purchased was described in the auction brochure by the well name and number and did not include any of the abbreviations set out in the "Explanation of Terms." The form of assignment by which Forcenergy conveyed its interest to Mr. Barnes was identical to the one involved in the present case. Mr. Barnes testified that he understood from the listing and the assignment that he was getting all of Forcenergy's interests, right and title in the area, including the wellbore and the lease on which
[¶ 23] Considered in context, this evidence is precisely the sort of evidence courts may properly consider in determining the parties' intent and understanding at the time and place an agreement was made. Mr. Baiamonte's testimony explaining Forcenergy's reason for offering the twenty-six assignments at the 1998 auction, the process by which the assignments were drafted and why the property descriptions were limited to well descriptions, rather than well and lease descriptions, was the sort of evidence this Court contemplated when we remanded the case for resolution of the meaning of the term "leasehold estate".
[¶ 24] The record is clear that along with his other testimony, Mr. Baiamonte testified that "it was our intention to give up whatever we had that applied to this particular well," "it was our intention to convey all of our interests," and "it was our intention to sell whatever we had associated with the Federal 44-4." Viewed in isolation, these statements might be construed, as similar statements were in Omohundro, as evidence of Forcenergy's subjective intent. However, when considered in the context of Mr. Baiamonte's entire testimony, the auction brochure and Mr. Barnes' testimony, they are not the sort of evidence we found improper in Omohundro. The district court did not abuse its discretion in considering them.
[¶ 25] In its second issue, Comet contends the district court's holding that the assignment satisfied the statute of frauds constitutes reversible error. Comet asserts the assignment did not satisfy the statute of frauds because it did not describe the land with sufficient definiteness "to locate it without recourse to oral testimony" and there was no other instrument referenced in the assignment containing a sufficient description. Comet argues that, to satisfy the statute of frauds, Wyoming law requires either the assignment itself or another writing referenced in the assignment to provide a more definite description than that contained in the 1998 Assignment or Exhibit A.
[¶ 26] Powder River's response is threefold. First, it asserts the assignment did not violate the statute of frauds because it identified the well and its location and with that information interested parties could reference the federal lease, which contains an exact description of the property. Citing Flygare v. Brundage, 76 Wyo. 350, 302 P.2d 759, 761-63 (1956), Powder River contends the fact that the property description could be determined by looking to an extrinsic source, i.e. the federal lease, satisfies the statute of frauds. Second, Powder River contends the statute of frauds defense is not available to Comet because Comet wrongly interfered in Powder River's agreement with Forcenergy. Third, it asserts the defense is unavailable to Comet because it was not a party to the 1998 Assignment.
[¶ 27] The district court held that the 1998 Assignment satisfied the statute of frauds because it was a written agreement to which Forcenergy and Powder River subscribed as required by Wyo. Stat. Ann. § 1-23-105 (LexisNexis 2009). The district court concluded the statute of frauds does not require the written agreement to be so detailed as to leave out any ambiguity. The district court further concluded the statute of frauds defense was not available to Comet because it was not a party to the assignment. Additionally, the district court found that the defense was not available to Comet because:
From this evidence, the district court concluded Comet interfered with the agreement between Powder River and Forcenergy and was not allowed to assert the statute of frauds as a defense. See Laverents v. Gattis, 60 Wyo. 285, 150 P.2d 867, 871 (Wyo.1944), stating that "one who wrongfully seizes and
[¶ 28] Section 1-23-105 provides in pertinent part as follows:
[¶ 29] In order to satisfy this provision,
Pullar v. Huelle, 2003 WY 90, ¶ 10, 73 P.3d 1038, 1040 (Wyo.2003). It has long been the rule that in order to satisfy the statute, the writing "must contain the substantial terms of the contract, expressed with such certainty that they may be understood from the contract itself, or some other writing to which it refers, without resorting to parol evidence.... And when reference is made in the memorandum to another writing, it must be so clear as to prevent the possibility of one paper being substituted for another." Noland v. Haywood, 46 Wyo. 101, 23 P.2d 845, 846 (1933).
[¶ 30] The 1998 Assignment and Exhibit A clearly identified the well, Federal 44-4, and its specific location, Section 4-T53N-R75W. Comet knew Federal 44-4 was located on BLM Lease # WYW 0309256A. Even if it had not, the identity of the lease, which contains an exact description of the land, was readily determinable by knowing the identity of the well. Thus, by referencing the well, the assignment referenced an extrinsic source from which the precise property description could be easily obtained.
[¶ 31] Additionally, as between the parties to the 1998 Assignment, Forcenergy and Powder River, there was no misunderstanding or uncertainty about the property being assigned. Forcenergy intended to convey, and Powder River intended to receive, all of Forcenergy's right, title and interest in the well and the lease upon which the well was located. The alleged uncertainty arose over six years later when Comet, then a stranger to the 1998 Assignment, proposed to Forcenergy that it had conveyed only a wellbore interest and asked Forcenergy to quitclaim the balance of the lease to Comet.
[¶ 32] The district court found that prior to approaching Forcenergy, Comet knew Powder River believed it owned the well and the lease in full, and that Comet itself had indicated Powder River had full ownership of the lease and well. When Comet approached Forcenergy about the Federal 44-4 lease, Forcenergy checked its records and found nothing relating to the lease. Forcenergy advised Comet that it had no records of the lease or any ownership of it. Forcenergy told Comet if, after doing its own records check, Comet was convinced Forcenergy owned an interest in the lease, Forcenergy would convey it to Comet but would not warrant title.
[¶ 33] In Laverents, 150 P.2d at 871, this Court said:
See also Joseph M. Perillo, Calamari and Perillo on Contracts § 1935 (6th ed.2009) ("the general rule is that the statute of frauds is personal to the party to the contract and those in privity; a third party may not assert its invalidity ...") and 10 Richard
[¶ 34] As applied to the facts of this case, in the event Powder River sought to enforce the assignment against Forcenergy, or vice versa, the statute of frauds was intended to give "the party to be charged" the right to assert the statute as a defense to liability. Neither Powder River nor Forcenergy sought to enforce the assignment against the other. Rather, in an action against Comet, Powder River sought a declaratory judgment that by virtue of the 1998 Assignment it acquired full ownership in the well and lease, leaving nothing for Forcenergy to convey to Comet. Because Forcenergy agreed that it intended to assign all of its interest in the well and lease to Powder River, it has no need to assert the protection the statute affords.
[¶ 35] Comet asserts the statute is available to it as a defense because as a subsequent purchaser from Forcenergy, it is a privy of Forcenergy entitled to assert the statute to the same extent Forcenergy would have been. A "privy" is "a person who is in privity with another." Black's Law Dictionary 1200 (6th ed.1992). Privity means a "connection or relationship between two parties, each having a legally recognized interest in the same subject matter (such as a transaction, proceeding, or piece of property)...." Osborn v. Kilts, 2006 WY 142, ¶ 10 n. 4, 145 P.3d 1264, 1267 n. 4 (Wyo.2006), quoting Black's Law Dictionary 1237 (8th ed.2004).
[¶ 36] As a privy of Forcenergy, Comet had the same legally recognized interest in the Federal 44-4 well and the lease upon which it was located as Forcenergy had. Comet also had the same legally recognized interest in asserting the statute of frauds defense as Forcenergy would have had in a proceeding between Forcenergy and Powder River to enforce the assignment. Having taken the position that it assigned all of its ownership interest in the well and the lease to Powder River in 1998, Forcenergy had no interest in the Federal 44-4 well or lease. The vendor, Forcenergy, having admitted the truth of the assignment to convey all of its ownership in the well and lease to Powder River, and having fully performed, and the purchaser, Powder River, having likewise fully performed, the purpose of the statute of frauds was served. Laverents, 150 P.2d at 871. Under these circumstances, the statute of frauds defense was not available to Comet.
[¶ 37] Citing a number of cases from other jurisdictions, Comet argues otherwise. The cases cited involved vendors who entered into oral agreements to sell property to one person and then repudiated the earlier oral agreement and sold the property to someone else, thereby treating the oral agreement as unenforceable. Brought v. Howard, 30 Ariz. 522, 249 P. 76, 80 (1926); Gibson v. Stalnaker, 87 W.Va. 710, 106 S.E. 243 (1921). Under those circumstances, courts have held that the statute of frauds is available to the subsequent purchaser just as it would have been to the vendor. None of the cases cited involved the situation we have here in which a vendor of property entered into a written assignment to sell all of its interest in property to another and never repudiated that assignment. The cases Comet cites also do not involve a vendor who consistently maintained the position that it conveyed all that it had in the first transaction, leaving nothing to convey in a second transaction.
[¶ 38] Affirmed.
