CEA v. Hoffman
276 P.3d 1178
Utah Ct. App.2012Background
- Ceas entered a purchase agreement with ATC for a modular log home and paid a $172,116 down payment, half the purchase price.
- ATC later faced financial difficulties and ceased operations without starting construction.
- ATC entered an asset sale with Modular, which acquired ATC's assets and all related deposits, including the Ceas' $172,116.
- Modular sent a letter offering two options: (1) complete construction under a new contract with minor term adjustments, or (2) refund the Ceas' deposits.
- Ceas attempted to negotiate via a First Cea Letter seeking changed specs and delivery terms, and a Second Cea Letter requesting refund of the $172,116.
- Ceas sued in February 2008 for breach of contract, fraud, and negligent misrepresentation; trial court granted summary judgment in favor of Modular, Investors, and Hoffman; contract formation and personal liability were central issues on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether incomplete discovery voided summary judgment | Ceas claim discovery was incomplete. | Invited error doctrine bars appellate review since Ceas prompted the trial court to proceed. | Review declined; error unreviewable under invited error doctrine. |
| Whether Hoffman is personally liable for fraud | Hoffman aided distributions while Modular was insolvent; personal liability possible. | Record shows Hoffman did not personally authorize insolvent distributions; acts as Modular representative. | No genuine issue; Hoffman's personal liability rejected. |
| Whether Modular and Ceas formed a contract for the return of the deposit | Modular Letter offered two paths; Second Cea Letter accepted refund; contract formed. | First Cea Letter was a counteroffer; no contract for refund. | Contract formed for return of deposit; reversed on this point. |
Key Cases Cited
- Orvis v. Johnson, 177 P.3d 600 (Utah 2008) (standard for reviewing summary judgment; factual inferences in favor of nonmovant)
- West One Trust Co. v. Morrison, 861 P.2d 1058 (Utah Ct.App. 1993) (contract formation and discovery principles in Utah)
- Sackler v. Savin, 897 P.2d 1217 (Utah 1995) (burden on proponent to show offer and acceptance occurred)
- Cal Wadsworth Constr. v. City of St. George, 898 P.2d 1372 (Utah 1995) (acceptance must manifest assent to all material terms)