Black Diamond v. Big Cottonwood Pine, 470 P.3d 445

Pine Tree Water Company (Big Cottonwood) bylaws limited each lot to one water share; shares were tied to lots and reissued on transfer, but the company did not verify title when issuing new certificates.
Steven Rollins held the Lot 25 water share (Cert. No. 59) and transferred the share to Vicki Kincaid as part of a private agreement; Big Cottonwood canceled Cert. No. 59 and issued Cert. No. 63 to Kincaid.
Rollins’s lender foreclosed on Lot 25; Black Diamond purchased the lot knowing it lacked a water share and later sued Big Cottonwood and Kincaid seeking the share, alleging breach of bylaws and third-party beneficiary status, and asserting tortious interference against Kincaid.
The district court held Kincaid was a "protected purchaser" under the U.C.C. and granted her summary judgment; it found Big Cottonwood breached its bylaws and Black Diamond was a third-party beneficiary, but left damages unresolved.
After fact discovery, Black Diamond served supplemental disclosures asserting property devaluation theories; the court struck those disclosures as untimely and limited damages evidence to lost rental value.
The court later granted Big Cottonwood summary judgment on damages, concluding Black Diamond suffered no recoverable damages (only nominal $1) because Black Diamond purchased the lot with knowledge of the lack of water and the defect was reflected in the purchase price. The court’s rulings were affirmed on appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Kincaid was a "protected purchaser" under Utah Code § 70A-8-303	Kincaid lacked the requisite 4-of-7 years of assessment payments or water use because prior owners held different certificate numbers	The prior owners were predecessors in interest to the same water share despite issuance of a new certificate, satisfying the statute	Held: Kincaid was a protected purchaser; predecessors’ payments/use satisfied the statute
Whether the district court abused discretion by striking Black Diamond’s supplemental damages disclosures	Supplemental disclosures merely clarified damages already implied by complaint and deposition; no prejudice	Disclosures introduced new valuation theories (devaluation and water-share value) after close of fact discovery, prejudicing Big Cottonwood	Held: No abuse of discretion; supplemental disclosures stricken as untimely
Whether Black Diamond proved recoverable damages from Big Cottonwood’s breach of bylaws	Damages include devaluation of Lot 25 (value with/without water) or value of the water share	Black Diamond bought with actual knowledge of lack of water; purchase price reflected the defect, so no foreseeable compensable loss	Held: No recoverable damages; only nominal $1 awarded

Rupp v. Moffo, 358 P.3d 1060 (Utah 2015) (standard of review for summary judgment)
Sleepy Holdings LLC v. Mountain West Title, 370 P.3d 963 (Utah Ct. App. 2016) (Rule 26 requires damages computation and method in disclosures)
Bodell Constr. Co. v. Robbins, 215 P.3d 933 (Utah 2009) (sanctions for failure to disclose unless harmless or good cause)
Keystone Ins. Agency v. Inside Ins., 445 P.3d 434 (Utah 2019) (disclosure obligations and limits on relying on vague disclosures)
RJW Media Inc. v. Heath, 392 P.3d 956 (Utah Ct. App. 2017) (insufficient disclosure does not shift burden to opponent)
Arreguin-Leon v. Hadco Constr. LLC, 438 P.3d 25 (Utah Ct. App. 2018) (deference to trial court on discovery scope; limits on deposition expansion)
Riffle v. United Gen. Title Ins., 984 S.W.2d 47 (Ark. Ct. App. 1998) (buyers with actual notice of a defect cannot later recover damages reflecting that defect)
Arden Hills N. Homes Ass’n v. Pemtom, Inc., 475 N.W.2d 495 (Minn. Ct. App. 1991) (purchase price presumptively reflects known patent defects)
Eisner v. Macomber, 252 U.S. 189 (U.S. 1920) (stock certificate is evidence of ownership, not the ownership itself)
Linder v. Utah S. Oil Co., 269 P.2d 847 (Utah 1954) (issuing new stock certificates does not alter property rights)