State of Arizona v. Bennett Laquan Williams

IN THE

SUPREME COURT OF THE STATE OF ARIZONA
STATE OF ARIZONA
Respondent,

v.

BENNETT LAQUAN WILLIAMS,
Petitioner.

No. CR-23-0068-PR
Filed August 6, 2024

Appeal from the Superior Court in Maricopa County
The Honorable Rosa Mroz, Judge (Deceased)
No. CR2016-002220-001
REVERSED AND REMANDED

Opinion of the Court of Appeals, Division One
254 Ariz. 516 (App. 2023)
VACATED IN PART

COUNSEL:

Rachel H. Mitchell, Maricopa County Attorney, Quinton S. Gregory
(argued), Deputy County Attorney, Phoenix, Attorneys for State of Arizona

Randal McDonald (argued), Robert J. Dormady, Supervising Attorneys;
Andi Humphreys; Hayley Worrell, Victoria Sturdy, Rule 39(c) Certified
Law Students, Sandra Day O’Connor College of Law Post-Conviction
Clinic, Phoenix, Attorneys for Bennett Laquan Williams

Daniel Fenzel, Deputy Legal Advocate, Maricopa County Office of the
Legal Advocate, Phoenix, Attorneys for Amicus Curiae Maricopa County
Office of the Legal Advocate
 STATE V. WILLIAMS
Opinion of the Court

JUSTICE BRUTINEL authored the Opinion of the Court, in which CHIEF
JUSTICE TIMMER, VICE CHIEF JUSTICE LOPEZ, and JUSTICES BOLICK,
BEENE, KING, and PELANDER (Ret.) joined.*

JUSTICE BRUTINEL, Opinion of the Court:

¶1 A defendant’s plea agreement must have a factual basis to be
accepted by the trial court. Ariz. R. Crim. P. 17.3(b). Here, the State
concedes that the passage of Proposition 207, the Smart and Safe Arizona
Act, constituted a change in the law allowing the defendant, Bennett
Laquan Williams, to expunge his prior marijuana conviction, which served
as part of the factual basis for his subsequent guilty plea. We hold that
when a defendant successfully attacks a previously accepted guilty plea
based on a change in the plea’s factual basis, the underlying plea agreement
is voidable if the defendant is subsequently resentenced to a term different
than what was agreed to in the plea agreement.

I. BACKGROUND

¶2 In 2016, the State of Arizona charged Williams with fourteen
felonies, including sex trafficking, pandering, transporting persons for
prostitution purposes, and various classes of misdemeanor assault. The
State alleged that he was on probation when he committed the crimes. The
State also alleged Williams had seven historical felony convictions. These
convictions included California convictions for theft and possession of an
assault weapon, Kansas convictions for possession with intent to distribute
cocaine, a Texas conviction for possession of a controlled substance,
and—pertinent here—an Arizona use or possession of marijuana
conviction from 2004.

¶3 In return for his guilty plea as a repeat offender to two counts
of sex trafficking, and his avowal that he had “no more than seven prior
felony convictions in any jurisdiction,” the State agreed to dismiss the other

 Justice William G. Montgomery has recused himself from this case.
Pursuant to article 6, section 3 of the Arizona Constitution, Justice John
Pelander (Retired) of the Arizona Supreme Court was designated to sit in
this matter.
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Opinion of the Court

twelve counts of Williams’s indictment as well as the allegation that he
committed the crimes while on probation. The State further agreed to
dismiss any allegations of prior felonies, except the Arizona use or
possession of marijuana conviction from 2004.

¶4 Subsequently, in 2017, the superior court accepted Williams’s
guilty plea to two counts of felony sex trafficking as a repeat offender. Each
count was a Class 2, non-dangerous offense, which was made repetitive by,
i.e., enhanced by—and exclusively by—the 2004 marijuana conviction.
State v. Williams, 254 Ariz. 516, 518 ¶ 1 (App. 2023). In the plea agreement,
the parties stipulated to two, concurrent, twelve-year sentences.

¶5 After accepting the plea agreement and finding one
mitigating factor and four aggravating factors, pursuant to that agreement
and A.R.S. § 13-703, the superior court sentenced Williams as a prior
offender “with a slightly aggravated term” to twelve years total of
incarceration. See Williams, 254 Ariz. at 518 ¶ 1; § 13-703(B), (I) (providing
that, for a class two offense, “[a] category two repetitive offender shall be
sentenced” to a minimum of 6 years, presumptive sentence of 9.25 years,
maximum of 18.5 years, and up to 23 years for aggravated offenses).

¶6 In 2020, Arizona voters adopted Proposition 207 (the “Act”),
which authorizes expungement of adult convictions for the possession or
use of small amounts of marijuana. Williams, 254 Ariz. at 518 ¶ 2; see also
A.R.S. § 36-2862 (codifying the Act). In November 2021, Williams
successfully obtained a court order vacating and expunging his 2004
marijuana conviction pursuant to the Act. Williams, 254 Ariz. at 518 ¶ 2.
Subsequently, Williams petitioned for post-conviction relief (“PCR”) under
Arizona Rule of Criminal Procedure 33.1(g), claiming that his convictions
and resulting sentences were invalid because there was no longer a valid
prior offense to enhance his sentence under the plea agreement. Williams,
254 Ariz. at 518 ¶ 2. The superior court dismissed the petition, ruling that
the Act did not “provide relief for prior convictions [or] the resulting
sentencing that occurred” based on those convictions following their
expungement. Id.

¶7 The court of appeals reversed, vacated Williams’s plea
agreement, reinstated the original charges against him, and remanded. Id.
at 521 ¶¶ 16–17. First, the court of appeals reasoned that the Act applied
retroactively and allowed Williams to attack his conviction, under Rule

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Opinion of the Court

33.1(g), based on his plea to a sentence that was enhanced by a crime that
no longer existed. Id. at 519–20 ¶¶ 11, 13. Then, the court applied contract
law principles to find that the plea agreement’s terms were materially
altered, thereby frustrating the agreement’s purpose. Id. at 520–21 ¶ 15.
And then the court did something neither party requested: it found the plea
agreement void, based on its belief that when the agreement’s purpose has
been frustrated by the lack of a factual basis underlying the plea, the court
“lacks authority to order Williams to be resentenced [under that agreement]
pursuant to a modified plea.” Id. ¶¶ 14–17.

¶8 The State petitioned for review, and Williams agreed that the
court of appeals erred in vacating the plea agreement. In fact, the State and
Williams disagreed only on whether the State can allege a new prior
conviction under the plea agreement, which the agreement’s terms
precluded.

¶9 This Court granted review to address two issues. First,
whether the court of appeals erred by finding Williams’s plea agreement
void because of the expungement of his sentence-enhancing marijuana
conviction pursuant to A.R.S. § 36-2862. Second, whether the State may
unilaterally allege a different prior conviction to enhance Williams’s
sentence under the existing plea agreement. We have jurisdiction under
article 6, section 5(3) of the Arizona Constitution.

II. DISCUSSION

A. The Act And The PCR Petition

¶10 “We review a trial court’s ruling on a PCR petition for an
abuse of discretion, which occurs if the court makes an error of law . . . .”
State v. Bigger, 251 Ariz. 402, 407 ¶ 6 (2021). “We review legal conclusions
de novo.” Id.

¶11 Both in this Court and in the court of appeals, the State
conceded that Williams was entitled to relief under Rule 33.1(g). Like the
court of appeals, we analyze Williams’s claim under Rule 33.1(g) based on
that concession. Under Rule 33.1(g), the court of appeals did not abuse its
discretion in reversing the superior court’s denial of Williams’s PCR
petition because, following the marijuana conviction’s expungement, the
factual basis for the crimes that Williams pleaded guilty to—two counts of

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Opinion of the Court

sex trafficking as a repeat offender—no longer existed. See Ariz. R. Crim. P.
33.1(g) (providing that PCR is appropriate when “there has been a
significant change in the law that, if applicable to the defendant’s case,
would probably overturn the defendant’s judgment or sentence”).

¶12 By its plain terms, the Act allowed Williams to expunge his
2004 marijuana conviction. See A.R.S. § 36-2862(C)(1)(a)–(b) (“If the court
grants a petition for expungement the signed order . . . shall . . . vacate the
judgment of adjudication or conviction [and] [s]tate that it expunges any
record of the petitioner’s arrest, charge, conviction, adjudication and
sentence.” (cleaned up)); § 36-2862(E) (“An individual whose record
of . . . conviction or sentence is expunged pursuant to this section may state
that [he or she] has never been . . . convicted of, or sentenced for the crime
that is the subject of the expungement.”); see also Garcia v. Butler, 251 Ariz.
191, 194 ¶ 12 (2021) (“A statute’s plain language best indicates legislative
intent . . . .” (quoting Premier Physicians Grp., PLLC v. Navarro, 240 Ariz. 193,
195 ¶ 9 (2016))).

¶13 Before the Act, knowing use or possession of marijuana was
a felony and, even if set aside, the conviction could be alleged as a prior
offense. A.R.S. § 13-3405(A)(1), (B)(1)–(3) (2019); A.R.S. § 13-905(E)(3)
(2019) (stating that a conviction that has been set aside may still be “[u]sed
as a prior conviction”). However, after the Act, use or possession of
marijuana became legal within certain limits, A.R.S. § 36-2852, and prior
convictions arising from such use or possession must be vacated and
expunged on request and cannot be used as prior convictions,
§ 36-2862(C)(1)–(2), (E). The State concedes in this case that the Act
significantly changed the law and marks a clear break with prior law
because it allowed Williams to expunge the marijuana conviction, making
his enhanced sentence retroactively illegal. See State v. Shrum, 220 Ariz. 115,
118–19 ¶¶ 15–17 (2009) (noting that, for a Rule 32 PCR petition to be granted
on the basis of “a significant change in the law,” the new law must: (1)
clearly break from past law and (2) have retroactive application); see also
State v. Towery, 204 Ariz. 386, 389 ¶ 5 (2003) (noting that for purposes of a
Rule 32 PCR petition, the court must determine whether the new law
“applies retroactively to the [defendant’s] sentences).

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Opinion of the Court

B. Frustration Of Purpose

¶14 Although the court of appeals did not err in concluding that
Williams was entitled to post-conviction relief, it erred in vacating the plea
agreement. Specifically, the court misapplied contract law’s frustration of
purpose doctrine to void Williams’s plea agreement. See Williams, 254 Ariz.
at 520–21 ¶¶ 14–17.

¶15 “[P]rinciples of contract law typically govern plea
agreements,” State v. Robertson, 249 Ariz. 256, 262 ¶ 24 (2020), because, like
commercial contracts, plea agreements represent “bargained-for quid pro
quo[s],” United States v. Partida-Parra, 859 F.2d 629, 633 (9th Cir. 1988).
Therefore, “[p]lea agreements are contractual in nature and subject to
contract interpretation.” Coy v. Fields, 200 Ariz. 442, 445 ¶ 9 (App. 2001).
Issues of law arising out of contract are subject to de novo review. JTF
Aviation Holdings Inc. v. CliftonLarsonAllen LLP, 249 Ariz. 510, 513 ¶ 14
(2020).

¶16 We conclude that if a party’s principal purpose in entering a
plea agreement—in this case, the agreed-upon sentence—is frustrated, the
agreement is voidable at the frustrated party’s election. See Restatement
(Second) of Contracts § 265 cmt. a (Am. L. Inst. 1981) (identifying a principal
purpose as one that “so completely [forms] the basis of [a] contract that, as
both parties understand, without it the transaction would make little
sense”); see, e.g., United States v. Bunner, 134 F.3d 1000, 1005 (10th Cir. 1998)
(noting that after the government’s purpose in entering a plea agreement
was frustrated, “[i]t could perform according to the letter of the plea
agreement or it could seek discharge of its duties”).

¶17 Just as in commercial contracts, there are purposes
underlying bargained-for plea agreements “absent which neither
[defendants nor governments] would consent to be bound.” Bunner, 134
F.3d at 1004. Defendants enter into plea agreements to avoid the
uncertainty of a jury trial and the concomitant potential lengthy sentences
that could result from a conviction at trial. Id. at 1004–05. The government
may also want to avoid the uncertainty of a jury trial and obtain certainty
in imposing a minimum level of criminal liability. See id. at 1005. To
achieve their purposes, each party makes promises to induce the other to
enter into the agreement and each party’s promises are consideration for

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Opinion of the Court

the agreement. See Carroll v. Lee, 148 Ariz. 10, 13 (1986) (“[A] promise for a
promise constitutes adequate consideration . . . .”).

¶18 Here, Williams promised to plead guilty to two sex trafficking
charges as a repeat offender with the guarantee that he would be sentenced
to twelve years in prison. For the State, twelve years was the minimum
level of criminal liability it wanted to impose on Williams. During
sentencing, for example, the prosecutor told the sentencing judge that,
despite the agreement to a twelve-year sentence, “I don’t think 12 years is
enough.” For both parties, the stipulated twelve-year sentence was a
principal purpose of the agreement. Because Williams’s expungement and
subsequent grant of post-conviction relief requires that he be resentenced,
that term of the plea agreement is now uncertain.

¶19 Under the agreement, Williams can no longer be resentenced
as a repeat offender. Instead, he must “be sentenced as a first time felony
offender pursuant to [A.R.S.] § 13-702 for the first” sex trafficking offense
“and as a category one repetitive offender for the second” offense because
those acts “were not committed on the same occasion.” § 13-703(A). But
the twelve-year sentence agreed to in the plea agreement still falls within
the sentencing range to which he is now subject. See § 13-702(D) (providing
that a class 2 first-time felony offender may be sentenced to a minimum of
4 years, presumptive sentence of 5 years, maximum of 10 years, and 12.5
years for an aggravated sentence); § 13-703(H) (prescribing the same
sentencing range for a class 2, category one offender as a class 2 offender
sentenced under § 13-702(D)). And even if Williams is sentenced to less
than twelve years for either count, the sentencing court may impose
consecutive sentences so that Williams’s sentence could remain twelve total
years. See A.R.S. § 13-711(A) (“[S]entences imposed by the court may run
consecutively or concurrently . . . .”).

¶20 Thus, it is possible that Williams could be resentenced to the
agreed-upon twelve years. If, however, Williams is sentenced to less than
twelve years, one of the State’s primary purposes in entering the agreement
will be frustrated.

¶21 Arizona courts recognize the frustration of purpose doctrine
as “a justification for nonperformance of a contract,” Mobile Home Ests., Inc.
v. Levitt Mobile Home Sys., Inc., 118 Ariz. 219, 222 (1978), “when a change in
circumstances makes one party’s performance virtually worthless to the

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Opinion of the Court

other,” 7200 Scottsdale Rd. Gen. Partners v. Kuhn Farm Mach., Inc., 184 Ariz.
341, 345 (App. 1995) (quoting Restatement § 265 cmt. a). Frustration of
purpose, which allows the frustrated party to avoid performing their
obligations under a contract, is merely a justification for nonperformance
because “there is no [actual] impediment to performance by either party.”
Restatement § 265 cmt. a. Therefore, an event that frustrates a party’s
contractual purpose makes a contract voidable; that party can still affirm
the agreement notwithstanding the occurrence of the frustrating event.

¶22 We adopt the four-part frustration of purpose test from the
Restatement § 265 comments a and b. See 7200 Scottsdale Rd. Gen. Partners,
184 Ariz. at 348. Under that test, a party claiming frustration of purpose
must show: (1) that the principal purpose of the party in making the
contract was frustrated and that both parties understood that purpose to be
a principal one, (2) the frustration of purpose is “so severe that it is not”
merely an assumed risk “under the contract,” (3) “the nonoccurrence of the
frustrating event [was] a basic assumption” when the contract was formed,
and (4) the risk of the frustrating event was not placed on the party seeking
relief. VEREIT Real Est., LP v. Fitness Int’l, LLC, 255 Ariz. 147, 154 ¶ 20 (App.
2023) (quoting 7200 Scottsdale Rd. Gen. Partners, 184 Ariz. at 348).

¶23 Applying this test, the first element is clearly met. As noted
above, the stipulated twelve-year sentence was a primary purpose for the
State and Williams in entering into the plea agreement.

¶24 Second, if, upon resentencing, Williams receives less time
than agreed upon because the Act allowed him to expunge his prior felony
marijuana conviction, the passage of the Act would be a substantial risk
beyond what the State ordinarily assumes when it offers a plea agreement.
Indeed, Williams’s plea agreement was structured around the 2004
marijuana conviction, and the State could easily have chosen a different
prior conviction if the validity of the marijuana prior conviction was
uncertain. In other words, any less time than what was agreed upon would
severely frustrate the State’s purpose in imposing the minimum level of
criminal liability it sought. Conversely, if Williams is sentenced to more
time than agreed upon, his purpose in entering the agreement would be
frustrated as a consequence of unforeseeable legislation.

¶25 Third, we agree with the State that the existing legal effect of
the prior conviction was a basic assumption on which the plea agreement

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Opinion of the Court

was based. The State could not have reasonably foreseen that the Act
would have been enacted by the electorate nor that the Act would provide
for expungements of prior convictions. Neither the State nor Williams was
in a better position to know that a future change in the law would allow
Williams to vacate the 2004 marijuana conviction.

¶26 And fourth, there is nothing in the agreement or the
surrounding circumstances indicating that the risk of expungement of
Williams’s prior conviction should be borne by the State. Although this
Court has explained that the state “‘bears the risk’ of mistake should [a]
plea result in an illegal sentence,” we have only said so when a plea
agreement contained a legal error at the time the agreement was entered
into. See Robertson, 249 Ariz. at 262 ¶ 24 (quoting Coy, 200 Ariz.
at 446 ¶ 13)); see also Coy, 200 Ariz. at 446 ¶ 12 (quoting State v. Patience, 944
P.2d 381, 387–88 (Utah App. 1997) (noting that the state “bears the risk” of
a “mistake as to the law in effect at the time the parties entered into [a] plea
agreement” (emphasis added))). Here, there was no legal error underlying
the plea agreement at the time it was entered into.

¶27 The court of appeals correctly invoked the frustration of
purpose doctrine but stopped short of properly applying it. Instead, the
court found that voiding the plea agreement is mandatory whenever a prior
conviction, upon which a plea is based, is expunged. Williams, 254 Ariz.
at 520–21 ¶¶ 14–17 (applying State v. Szpyrka, 223 Ariz. 390, 393 ¶ 9 (App.
2010), which voided a plea agreement in similar circumstances
when—crucially—the State sought rescission from the agreement).

¶28 A guilty plea is void and vacating the plea is mandatory when
there is no factual basis for the plea at the time the trial court accepts the
agreement. Arizona Rule of Criminal Procedure 17.3(b) “provides that the
trial court must determine that there is a factual basis for the entry of a
guilty plea.” See State v. Johnson, 142 Ariz. 223, 224–25 (1984) (vacating a
plea and order accepting the plea agreement when the “allegation of prior
convictions” could not be sustained due to a lack of “a factual basis to
support the allegation[s] . . . use[d] as enhancement” at the time the trial
court accepted the plea);1 Ariz. R. Crim. P. 17.3(b) (“The court must find a

1 Johnson overruled State v. Lopez, 120 Ariz. 607 (1978), to the extent Lopez
arguably precluded the state from reinstating the original charges or

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Opinion of the Court

factual basis for all guilty or no contest pleas. . . . The court may make this
finding at the time of the plea, or . . . [when] judgment is entered.”).

¶29 But here, Williams’s prior conviction was valid at the time it
was entered and the trial court properly accepted Williams’s plea and
sentenced him according to the parties’ plea agreement. Rule 17.3(b) was
satisfied because a factual basis existed for Williams’s plea agreement “at
the time of the plea.”

¶30 As a result of the expungement and its retroactive application,
Williams’s guilty plea as a repeat offender is void, but that does not
necessarily invalidate the plea agreement. Rather, under the frustration of
purpose doctrine, the plea agreement is voidable if the trial court fails to
impose the originally agreed-upon twelve-year prison sentence. Thus, if
Williams is sentenced to less than twelve years, the State, as the frustrated
party, may withdraw from the plea agreement, the original charges will be
reinstated, and plea negotiations can begin anew.

¶31 Similarly, if Williams is sentenced to more than twelve years,
he may withdraw his plea and void the plea agreement because Arizona
Rule of Criminal Procedure 17.4(e) would require the sentencing court to
“give [him] an opportunity to withdraw the plea.” Ariz. R. Crim. P. 17.4(e);
see Smith v. Superior Court, 130 Ariz. 210, 212 (1981) (noting that, pursuant

alleging a different prior offense when the Court set aside the defendant’s
guilty plea and remanded. Compare Johnson, 142 Ariz. at 224–25 (vacating a
plea and reinstating charges against a defendant after finding a lack of a
factual basis for the defendant’s guilty plea as a prior offender at the time
the trial court accepted that plea), with Lopez, 120 Ariz. at 607–09 (sustaining
a plea of guilty and remanding for entry of judgment and resentencing of a
defendant as a first-time offender when the defendant erroneously pleaded
guilty as a repeat offender); see also State v. Draper, 123 Ariz. 399, 401 & n.1
(App. 1979) (reinstating charges against a defendant so the State could
allege another prior conviction when the original prior conviction used as
an enhancement was invalid, and noting that Lopez was silent as to whether
there were other valid prior convictions which could have been used as
enhancements in that case). Moreover, neither Johnson nor Draper permits
the State in this case to allege a different prior conviction for sentence
enhancement purposes if neither party withdraws from the plea agreement
because the State expressly agreed in the plea agreement to not do so.
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Opinion of the Court

to Rule 17.4(e), a trial judge properly “advised [a defendant] that he was
not accepting the sentence proposed in [an already accepted] plea
agreement” and “offered the [defendant] the opportunity to withdraw his
plea because the sentence would [have] be[en] more severe than that
proposed in the plea agreement”); accord Williams v. Superior Court, 130
Ariz. 209, 210 (1981).

C. Other Prior Felonies

¶32 The State asks us to deviate from contract law principles to
allow it to unilaterally allege another one of Williams’s prior felony
convictions, in place of the marijuana conviction, under the same plea
agreement. But the plea agreement provides that no “allegation of
[Williams’s] six other felony convictions” will “be brought against” him.

¶33 Certainly, the analogy between commercial contracts and
plea agreements may not hold in every situation because “plea agreements
must be construed in light of [other] rights and obligations created by the
Constitution.” Ricketts v. Adamson, 483 U.S. 1, 16 (1987) (Brennan, J.,
dissenting); see also Coy, 200 Ariz. at 445 ¶ 9 (“[W]e are not always obligated
to apply a contract analysis to plea agreements because contract law may
not [always] provide a sufficient analogy.”). But here, there is no reason to
depart from contract principles.

¶34 We hold that the State is precluded from alleging another of
Williams’s prior felonies under the existing plea agreement because doing
so would unilaterally change a material term of the agreement. See
Santobello v. New York, 404 U.S. 257, 262 (1971) (“[W]hen a plea rests in any
significant degree on a promise or agreement of the prosecutor, so that it
can be said to be part of the inducement or consideration, such promise
must be fulfilled.”).

¶35 Therefore, on remand, the State is left with the promises it
made in the original plea agreement should the trial court resentence
Williams to twelve years as originally agreed. But should the trial court
resentence Williams to anything less than the agreed-upon twelve-year
sentence, the State can withdraw from the agreement. Likewise, should
Williams be resentenced to more than twelve years, he may withdraw his
plea and withdraw from the plea agreement pursuant to Arizona Rule of
Criminal Procedure 17.4(e). And if either party withdraws from the plea

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Opinion of the Court

agreement, the State may reinstate the original charges and allege
Williams’s prior convictions. See Johnson, 142 Ariz. at 224–25; Draper, 123
Ariz. at 401 & n. 1.

III. CONCLUSION

¶36 We vacate paragraphs 14 through 17 of the court of appeals’
opinion, affirm the remainder of the opinion, reverse the trial court’s PCR
order, and remand the case to that court for re-sentencing.

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