451 P.3d 658
Utah Ct. App.2019Background
- Dan and Jana Coleman partnered with Matthew Kriser: Kriser (and wife) took title to the Lindon Property and built a gym; Coleman worked the Arete Gymnastics program.
- In 2007 Coleman and Kriser signed an equity agreement splitting any future equity in the Lindon Property 50/50; Coleman had a right of first refusal.
- Coleman negotiated with Tom Stuart to build a new gym. Coleman and Stuart intended a joint venture for a new building; several documents (Letter of Intent, REPC, an equity memorandum, closing statements, and an internal email) memorialized various aspects of the plan.
- At closing in April 2008 Addendum #1 changed the buyer to STS Properties (an entity controlled by Stuart); a recorded deed shows STS Properties as the Lindon Property titleholder. Coleman contributed roughly $402,000 toward the down payment and Arete Gymnastics paid mortgage and expenses thereafter.
- Coleman sued in 2016 to quiet title, alleging Stuart was only a creditor; defendants pleaded the statute of frauds. The trial court found Coleman had a financial/ownership interest and awarded relief without addressing the statute of frauds.
- The Utah Court of Appeals reversed, holding Coleman’s quiet title claim was barred by the statute of frauds and that the trial court exceeded the scope of the pleadings by treating a claimed joint-venture/equity interest as title.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Applicability of the statute of frauds to Coleman’s quiet title claim | Coleman: multiple writings and conduct show an ownership/equity interest in the Lindon Property that satisfies the statute of frauds | Defendants: no signed writing conveyed an interest in land to Coleman; statute of frauds bars title claim | Court: writings (Letter of Intent, REPC/Addendum #1, closing stmt., emails) do not show Coleman held title; statute of frauds bars the quiet title action — reverse trial court |
| Scope of pleadings / characterization of relief | Coleman: financial/joint-venture equity is tied to ownership and supports quiet title relief | Defendants: Coleman pleaded only a quiet title claim, not a claim for partnership/joint-venture profits; court exceeded pleadings by treating equity as title | Court: limited to the pleaded quiet title claim; trial court improperly treated a financial/joint-venture interest as title interest |
| Attorney fees on unlawful detainer (cross-appeal) | Coleman: seeks fees under Utah bad-faith statute for defending unlawful detainer | Defendants: dispute whether action was without merit or in bad faith | Court: did not decide; unlawful detainer dismissal reversed and remanded, so fee issue left for further proceedings |
Key Cases Cited
- Alvey Dev. Corp. v. Mackelprang, 51 P.3d 45 (Utah Ct. App. 2002) (bench-trial factual-view standard on appeal)
- Bennett v. Huish, 155 P.3d 917 (Utah Ct. App. 2007) (applicability of the statute of frauds is a question of law reviewed de novo)
- JDW–CM, LLC v. Clark LHS, LLC, 323 P.3d 604 (Utah Ct. App. 2014) (statute of frauds requires a writing signed by the party to be charged to convey an interest in land)
- Kelly v. Hard Money Funding, Inc., 87 P.3d 734 (Utah Ct. App. 2004) (to be a conveyance the writing must identify grantor, grantee, and the interest granted)
- Reynolds v. Bickel, 307 P.3d 570 (Utah 2013) (multiple writings may be read together if a nexus exists)
- Golden Meadows Props., LC v. Strand, 241 P.3d 375 (Utah Ct. App. 2010) (purpose and operation of statute of frauds; estoppel/waiver limits)
- Wardley Corp. Better Homes & Gardens v. Burgess, 810 P.2d 476 (Utah Ct. App. 1991) (recognizing the statute of frauds can produce harsh results but reflects legislative judgment)
- Machan Hampshire Props., Inc. v. Western Real Estate & Dev. Co., 779 P.2d 230 (Utah Ct. App. 1989) (discussing statute-of-frauds policy considerations)