Full Opinion

IN THE SUPREME COURT, STATE OF WYOMING 2026 WY 115 OCTOBER TERM, A.D. 2026 October 23, 2026 NORTHEAST WYOMING REGIONAL AIRPORT BOARD, Appellant (Defendant), v. S-26-0085 GATEONE GILLETTE, LLC, a Wyoming limited liability company, Appellee (Plaintiff). Appeal from the District Court of Campbell County The Honorable Stuart S. Healy III, Judge Representing Appellant: Jodi D. Shea, Pence and MacMillan LLC, Laramie, Wyoming. Argument by Ms. Shea. Representing Appellee: Holly L. Tysse and Luke P. Poteat, Crowley Fleck PLLP, Casper, Wyoming. Argument by Ms. Tysse. Before BOOMGAARDEN, C.J., and GRAY, FENN, JAROSH, and HILL, JJ. NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of any typographical or other formal errors so that correction may be made before final publication in the permanent volume. GRAY, Justice. [¶1] GateOne Gillette, LLC (GateOne) sued the Northeast Wyoming Regional Airport Board (the Board) on a lease for fixed base operations at the airport in Campbell County, Wyoming. The Board moved to dismiss, asserting governmental immunity from suit. The district court denied the motion and the Board appeals. We affirm and remand. ISSUES [¶2] 1. Is the order denying the Board’s motion to dismiss appealable? 2. Did the district court err when it denied the Board’s motion to dismiss? FACTS [¶3] GateOne is a Wyoming limited liability company. The Board is a governmental entity that operates the Northeast Wyoming Regional Airport in Campbell County, Wyoming. In April 2023, GateOne and the Board entered into a lease entitled “Lease Agreement Northeast Wyoming Regional Airport Board and GateOne Gillette, LLC (Fixed Base Operations Lease)” (the Lease). The Lease began on July 1, 2023. It ran for 20 years with an option to renew and set out duties of GateOne and the Board. It established GateOne as the fixed base operator for the airport. As the fixed base operator, GateOne was to provide certain services, including a flight school, charter service, and aircraft repair and maintenance. The Board was obligated to provide, operate, and maintain certain physical facilities, and it was responsible, along with GateOne, for maintenance of the fuel farm. [¶4] On March 20, 2025, the Board sent GateOne a Termination Notice asserting GateOne had breached the Lease. On March 28, GateOne responded and countered the Notice, professing its compliance. The Board then terminated the Lease, assumed GateOne’s fixed base responsibilities, and solicited GateOne employees to continue to work at the airport. [¶5] GateOne sued the Board. It asserted claims for declaratory relief, breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. The Board moved to dismiss under W.R.C.P. 12(b)(6), arguing that GateOne had failed to state a claim upon which relief can be granted because the Board is immune under the Lease and the Wyoming Governmental Claims Act (WGCA or the Act), Wyo. Stat. Ann. §§ 1- 39-101 through -124. The district court found the Lease ambiguous on immunity and denied the motion. The Board appealed. 1 DISCUSSION I. Is the order denying the Board’s motion to dismiss appealable? [¶6] As a preliminary matter, we determine whether the district court’s order denying the Board’s motion to dismiss is appealable. GateOne contends that it is not. The denial of a motion to dismiss is generally not an appealable order. Park Cnty. v. Cooney, 845 P.2d 346, 349 (Wyo. 1992). The Wyoming Rules of Appellate Procedure define an appealable order as “[a]n order affecting a substantial right in an action, when such order, in effect, determines the action and prevents a judgment[.]” W.R.A.P. 1.05(a). “Generally[,] a judgment or order which determines the merits of the controversy and leaves nothing for future consideration is final and appealable, and it is not appealable unless it does those things.” Gaston v. Life Care Ctrs. of Am., Inc., 2021 WY 74, ¶ 14, 488 P.3d 929, 935 (Wyo. 2021) (quoting Woods v. Woods, 2001 WY 131, ¶ 8, 36 P.3d 1142, 1144 (Wyo. 2001)). [¶7] We have held, however, that the denial of a motion for summary judgment based on governmental immunity is appealable, notwithstanding its failure to determine the action. See, e.g., Wyo. State Hosp. v. Romine, 2021 WY 47, ¶ 16, 483 P.3d 840, 845 (Wyo. 2021) (citing State Dep’t of Corr. v. Watts, 2008 WY 19, ¶ 10, 177 P.3d 793, 796 (Wyo. 2008)). In Romine, the appellees sued the Wyoming State Hospital for negligence under the WGCA. The district court denied the hospital’s motion for summary judgment in which the hospital argued it was immune under Wyo. Stat. Ann. § 1-39-110. The hospital filed a notice of appeal and, in the alternative, a motion for writ of review. Id. ¶ 6, 483 P.3d at 843. We held that because the WGCA provides “immunity from suit, rather than a mere defense of liability,” the district court’s determination on summary judgment that governmental immunity did not apply was appealable, and a writ of review was unnecessary. Id. ¶ 8, 483 P.3d at 844 (emphasis removed) (quoting Cooney, 845 P.2d at 349). Similarly, in Cooney, 845 P.2d at 349, we held the district court’s denial of a W.R.C.P. 12(b)(6) motion to dismiss based on qualified immunity was appealable. [¶8] These cases relied on the rationale expressed by the United States Supreme Court in Mitchell v. Forsyth, 472 U.S. 511, 526, 105 S.Ct. 2806, 2815, 86 L.Ed.2d 411 (1985) (emphasis omitted): The entitlement “is an immunity from suit rather than a mere defense to liability; and like an absolute immunity, it is effectively lost if a case is erroneously permitted to go to trial.” See Romine, ¶ 16, 483 P.3d at 845; Watts, ¶ 9, 177 P.3d at 796; Cooney, 845 P.2d at 349. “In other words, unless the order denying dismissal can be reviewed before trial, it can never be effectively reviewed at all, because the defendant will have already suffered an irreparable loss to his immunity from suit.” Cooney, 845 P.2d at 349. [¶9] GateOne contends the dismissal in this case is not appealable because it is distinguishable from Romine, Watts, and Cooney. It points out those cases were decided 2 at the summary judgment stage, not on a motion to dismiss, or they addressed tort liability rather than contract liability. The Act waives contract immunity unless the contract preserves it, and it grants tort immunity unless a statute waives it. See Wyo. Stat. Ann. § 1- 39-104(a). The procedural posture and difference between contract and tort do not matter here. Where the WGCA retains sovereign immunity, the immunity is an immunity from suit. Romine, ¶¶ 14–15, 483 P.3d at 845. Cooney held denial of immunity after a 12(b)(6) motion to dismiss is appealable. Cooney, 845 P.2d. at 349. What the Board claims to have preserved is immunity from suit, and that immunity is lost if the case proceeds. [¶10] The district court’s order denying the Board’s motion to dismiss based on WGCA immunity is appealable to this Court. II. Did the district court err when it denied the Board’s motion to dismiss? [¶11] Both the Board and GateOne contend the district court erred when it held the Lease was ambiguous as to whether governmental immunity was preserved. The Board argues the Lease unambiguously preserved its immunity from suit, and GateOne argues the Lease preserved immunity for tort actions only, not for contract actions. We do not agree with either position. The Lease has two reasonable meanings. The district court’s denial of the Board’s motion to dismiss was correct. [¶12] Statutory and contract interpretation are questions of law subject to de novo review. Mem’l Hosp. of Converse Cnty. – Advanced Med., Hometown Care v. Gates, 2026 WY 45, ¶ 17, 587 P.3d 1073, 1079 (Wyo. 2026) (statutory interpretation); Eiden Constr., LLC v. Hogan & Assocs. Builders, LLC, 2024 WY 138, ¶ 44, 561 P.3d 304, 318 (Wyo. 2024) (contract interpretation). [¶13] When we interpret statutes, “[o]ur goal is to give effect to the intent of the legislature, and we ‘attempt to determine the legislature’s intent based primarily on the plain and ordinary meaning of the words used in the statute.’” Romine, ¶ 12, 483 P.3d at 844 (quoting Craft v. State ex rel. Wyo. Dep’t of Health, 2020 WY 70, ¶ 26, 465 P.3d 395, 402 (Wyo. 2020)). “With specific regard to the [WGCA], we have said that we should not enlarge, stretch, expand, or extend the statutory language to include matters not falling within its express provisions.” Gates, ¶ 17, 587 P.3d at 1079 (quoting Fugle v. Sublette Cnty. Sch. Dist. No. 9, 2015 WY 98, ¶ 8, 353 P.3d 732, 734–35 (Wyo. 2015)). Our goal in interpreting a contract is to determine the intent of the parties from the plain meaning of the language. Eiden Constr., ¶ 44, 561 P.3d at 318. We read the contract as a whole, each provision in light of the others. Larson v. Burton Constr., Inc., 2018 WY 74, ¶ 18, 421 P.3d 538, 544 (Wyo. 2018). We presume each provision has a purpose, and we avoid a reading that makes provisions inconsistent or meaningless. Eiden Constr., ¶ 44, 561 P.3d at 318 (quoting Wallop Canyon Ranch, LLC v. Goodwyn, 2015 WY 81, ¶ 35, 351 P.3d 943, 953 (Wyo. 2015)). If a lease is ambiguous, we may consider extrinsic evidence, and we 3 resolve doubts against the drafter. Scherer, II v. Laramie Reg’l Airport Bd., 2010 WY 105, ¶ 11, 236 P.3d 996, 1002 (Wyo. 2010). [¶14] The WGCA provides: A governmental entity and its public employees while acting within the scope of duties are granted immunity from liability for any tort except as provided by W.S. 1-39-105 through 1- 39-112 and 1-39-122 through 1-39-124. Any immunity in actions based on a contract entered into by a governmental entity is waived except to the extent provided by the contract if the contract was within the powers granted to the entity and was properly executed and except as provided in W.S. 1-39- 120(b). The claims procedures of W.S. 1-39-113 apply to contractual claims against governmental entities. Wyo. Stat. Ann. § 1-39-104(a) (LexisNexis 2025). For tort claims, the WGCA grants immunity unless expressly waived by statute. For contract claims, the Act waives immunity unless the contract preserves it. [¶15] The Board relies on paragraphs 26 and 27 of the Lease to argue that the Lease unambiguously preserved the Board’s immunity against both tort and contract claims under the WGCA. Those paragraphs provide: 26. Governmental Immunity. The Board does not waive governmental immunity by entering into this Agreement and specifically retains all immunities and defenses available pursuant to Wyoming Statutes §§ 1-39-101 through -121 and all other applicable laws. Designations of venue, choice of law, enforcement actions, and similar provisions should not be construed as a waiver of governmental immunity. The parties agree that any ambiguity in this Agreement shall not be strictly construed, either against or for either party, except that any ambiguity as to governmental immunity shall be construed in favor of governmental immunity. 27. Jurisdiction/Venue. The construction, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Agreement and the parties, and the venue shall be the Sixth Judicial District, Campbell County, Wyoming. The parties intend and agree that the City and County do not waive governmental immunity by entering 4 into this Agreement and specifically retain governmental immunity and all defenses available pursuant to Wyoming Statutes §§ 1-39-101 through -121 and all other applicable law. (Emphasis added.) [¶16] Paragraph 27 does not support the Board’s reading. It states that “the City and County,” which are not parties to the Lease, “do not waive governmental immunity.” See Cranston v. Weston Cnty. Weed & Pest Bd., 826 P.2d 251 (Wyo. 1992) (holding that a weed and pest control district is an independent governmental entity under the WGCA— and requires its own notice of claim—because the statutes give it the power to sue and be sued in its own name and treat it as separate from the county). See also Wyo. Stat. Ann. § 10-5-202(b) (providing that an airport board becomes “a body corporate, empowered to sue and be sued” in its own name upon filing its certificate of organization); Wyo. Stat. Ann. § 1-39-103(a)(ii) (expressly listing “airport boards” as local government entities under the WGCA). Because the language does not pertain to the Board, it cannot preserve the Board’s immunity. [¶17] The Board argues paragraph 26 preserved every immunity that the WGCA makes available in tort, and on contract. This is one possible interpretation. GateOne contends the language in paragraph 26 “retain[ing] all immunities [available] pursuant to” the WGCA preserved nothing on contract claims because the WGCA provides limited immunity in tort and waives immunity in actions based on a contract except to the extent provided by the contract. Wyo. Stat. Ann. § 1-39-104(a). This reading is also plausible. Because paragraph 26 has two reasonable meanings, it is ambiguous. See Dillinger’s LLC v. CR-GTD, LLC, 2026 WY 95, ¶ 18, 595 P.3d 1160, 1167 (Wyo. 2026) (“A contract is ambiguous if its meaning is obscure because of indefiniteness of expression, or because a double meaning is present.” (citations and quotation marks omitted)). [¶18] In Emulsified Asphalt we faced a similar issue. Emulsified Asphalt sued the Transportation Commission on a highway construction contract, and the Commission moved to dismiss on sovereign immunity. Emulsified Asphalt, Inc. of Wyo. v. Transp. Comm’n of Wyo., 970 P.2d 858, 859 (Wyo. 1998). The contract provided that “[t]he [Commission] does not waive sovereign immunity by entering into this contract.” Id. at 861. It also provided that “[Emulsified Asphalt] may, within thirty days of receipt of the decision of the Director [of the Transportation Department], file an action in the District Courts of this State pursuant to the Wyoming Rules of Civil Procedure. . . .” Id. We held that “[t]he inconsistency of these two provisions creates an ambiguous double meaning.” Id. at 864. [¶19] Paragraph 26 uses nearly identical language to that used by the parties in Emulsified Asphalt. Here, as in Emulsified Asphalt, paragraph 26 says “[t]he Board does not waive 5 governmental immunity[.]” Unlike Emulsified Asphalt, the Lease here has no clause expressly allowing GateOne to file an action in the district court, but it does contain language anticipating resolution of disputes in the courts. Infra at ¶¶ 21–23. [¶20] The Board attempts to distinguish this case from Emulsified Asphalt based on unique language in paragraph 26. It contends the language in paragraph 26 directing that “any ambiguity as to governmental immunity shall be construed in favor of governmental immunity” resolves the ambiguity question. That is, even if the Lease is ambiguous as to governmental immunity, it should be construed to preserve that immunity. The argument is circular. The Lease does not say whether the parties intended only to acknowledge the Board’s general tort immunity and limitations of liability under the WGCA, or whether it intended to take advantage of the ability to reinstate contract immunity under its provisions. The direction to construe ambiguity “in favor of governmental immunity” does not resolve the question. [¶21] The Board separately relies on the totality of language in paragraphs 26 and 27 as establishing a clear preservation of all immunity including contract immunity. We examine these paragraphs in addition to other paragraphs that comprise the Lease. “[W]e interpret a contract as a whole, reading each provision in light of all the others to find their plain meaning.” Larson, ¶ 18, 421 P.3d at 544 (quoting Pope v. Rosenberg, 2015 WY 142, ¶ 20, 361 P.3d 824, 830 (Wyo. 2015)); see also Dillinger’s, ¶ 18, 595 P.3d at 1167 (“[W]e strive to reconcile by reasonable interpretation any provisions which apparently conflict . . . .” (quoting Purcella v. Purcella, 2011 WY 124, ¶ 14, 258 P.3d 730, 734–35 (Wyo. 2011))). The Lease contains provisions establishing mutual obligations over a long term. The Lease ran for 20 years, renewable by GateOne for succeeding terms of five years. The parties shared fuel farm maintenance, repairs, and utilities. Under the Lease, GateOne was obligated to furnish specified services, among them a flight school, charter operations, and aircraft repair and maintenance. The Board was “solely responsible for all operation, maintenance, and utility costs associated with the self-fueling station,” was “responsible for filing and paying the fuel storage tank registration with the State of Wyoming Department of Environmental Quality,” and it “assume[d] all responsibility for liability and security issues pertaining to the use and operation of the self-fueling station.” The Board was also required to “maintain and keep in good repair the airport Premises that are not under the exclusive control of” GateOne. The Lease as a whole shows the parties intended a long-term relationship in which each party took on obligations and retained rights. [¶22] Paragraph 25 required each party to indemnify the other. GateOne was required to “indemnify, defend, and hold The Board harmless on account of any damage or injury to any person . . . arising from [GateOne’s] negligent use of the Premises[.]” The Board was required to 6 indemnify, defend, and hold harmless [GateOne] . . . from any and all claims, lawsuits, losses, and liability arising out of the Board’s failure to perform any of The Board’s duties and obligations [under the Lease] or in connection with the [Board’s] negligent performance of [its] duties or responsibilities, including but not limited to any claims, lawsuits, losses, or liability arising out of The Board[’]s actions. 1 This clause anticipates recourse against the Board for losses arising out of the Board’s actions—which is what GateOne seeks here. 1 25. Indemnity. [GateOne] shall indemnify, defend, and hold The Board harmless on account of any damage or injury to any person or the goods of any person, arising from the negligent use of the Premises by [GateOne], or arising from the failure of [GateOne] to keep the Premises in good condition as required herein. The Board shall not be liable to [GateOne] for any damage by or from any act or negligence of any third-party owner or occupant of adjoining or contiguous property or their respective employees, contractors or invitees. [GateOne] shall indemni[f]y, defend, and hold harmless The Board and their officers, agents, employees, successors, and assignees from any and all claims, lawsuits, losses, and liability arising out of [GateOne’s] failure to perform any of [GateOne’s] duties and obligations hereunder or in connection with the negligent performance of [GateOne’s] duties or responsibilities, including but not limited to any claims, lawsuits, losses, or liabilities arising out of [GateOne’s] actions. The Board shall indemnify, defend, and hold harmless [GateOne] and its officers, agents, employees, successors, and assignees from any and all claims, lawsuits, losses, and liability arising out of the Board’s failure to perform any of The Board’s duties and obligations hereunder or in connection with the negligent performance of The Board[’]s duties or responsibilities, including but not limited to any claims, lawsuits, losses, or liability arising out of The Board[’]s actions. (Emphasis added.) Paragraph 31 established that in the event of breach or default by the Board, GateOne could terminate the Lease: Breach or Default. . . . [GateOne] will be considered in default and to have breached this Lease if [GateOne] fails to perform or fulfill any of the obligations or conditions of this Lease and such failure continues for a period of thirty (30) days after receipt of written notice from The Board of said breach. . . . The Board shall be found in default, and [GateOne] may terminate this Lease. [sic] If The Board fails to perform substantially under the terms of this Agreement and with Airport Minimum Standards and Airport Rules and Regulations if such failure continues for a period of thirty (30) days after receipt of written notice from [GateOne] regarding said failure. . . . 7 [¶23] Paragraph 27 contains a choice of law and venue provision: “The construction, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Agreement and the parties, and the venue shall be the Sixth Judicial District, Campbell County, Wyoming.” This language shows the parties intended that disputes could be resolved in the Sixth Judicial District, as GateOne attempted to do here. [¶24] Read together, the Lease provisions do not resolve the ambiguity. Paragraph 26 can be read to pertain to governmental immunity from suits in tort, on contract, or both. Paragraphs 25 and 27 anticipate a remedy against the Board: indemnity for certain Board failures and a Wyoming forum. They leave the question of whether the Board preserved its immunity from a contract suit open. The Lease is ambiguous as to whether the parties intended governmental immunity to bar the contract claims raised by GateOne. [¶25] When a contract is ambiguous, “it may be necessary to use [extrinsic] evidence in addition to the contract itself in order to determine the intention of the parties. In such instances, interpretation of the contract becomes a mixed question of law and fact.” Wadi Petroleum, Inc. v. Ultra Res., Inc., 2003 WY 41, ¶ 12, 65 P.3d 703, 708 (Wyo. 2003) (citing Wilder v. Cody Country Chamber of Com., 868 P.2d 211, 216 (Wyo. 1994); Alexander v. Phillips Oil Co., 707 P.2d 1385, 1387 (Wyo. 1985)). This case comes to us on a motion to dismiss. Extrinsic evidence has not been presented; the ambiguity cannot be resolved at this stage. See, e.g., Sweetwater Station, LLC v. Pedri, 2022 WY 163, 522 P.3d 617 (Wyo. 2022) (reversing district court’s grant of motion to dismiss, holding covenant was ambiguous, and remanding to district court for consideration of extrinsic evidence of the parties’ intent). The district court properly denied the Board’s motion to dismiss. CONCLUSION [¶26] The order denying the Board’s motion to dismiss based on WGCA immunity is appealable. We affirm. We remand to the district court to consider any extrinsic evidence on what immunity the parties intended to preserve and to construe the Lease accordingly. 8