370 P.3d 949
Utah Ct. App.2016Background
- Westwater Farms (defendant) allegedly agreed orally in 2010 with Electrical Contractors, Inc. (ECI) to serve as general and electrical contractor on a cost-plus basis for a water disposal project; ECI performed about $1,028,849 of work and received limited payments totaling $152,061.24.
- ECI sued Westwater and others; after later entry of a written payment-schedule agreement between ECI and ER&PWD Joint Venture (an LLC tied to Westwater principals and Stewart Environmental), ECI moved for summary judgment on its breach-of-contract claim against Westwater.
- ECI supported its motion with an affidavit from its job supervisor (Jensen) describing the oral agreement; Westwater’s opposition relied on an affidavit from Warnes denying that Stewart (or entities under his control) was authorized to hire ECI, but did not directly dispute ECI’s asserted factual statements or cite exhibits in the opposition.
- Westwater sought to file supplemental affidavits and documents after filing its opposition, citing delay caused by Warnes’s hospitalization; the district court denied the supplementation and deemed ECI’s statement of material facts admitted under Utah R. Civ. P. 7 because Westwater’s response failed to controvert ECI’s factual assertions as required.
- The district court concluded the admitted facts established ECI’s breach-of-contract claim as a matter of law and entered judgment for ECI (damages plus interest); Westwater appealed both the summary judgment and the denial of its motion to supplement.
Issues
| Issue | Plaintiff's Argument (ECI) | Defendant's Argument (Westwater) | Held |
|---|---|---|---|
| Whether summary judgment was proper on breach of contract | ECI: sworn evidence established an enforceable oral cost-plus contract and undisputed facts show breach and damages | Westwater: no enforceable contract (terms too indefinite); exhibits raise factual disputes; parol evidence should bar oral-contract proof | Court: Affirmed — Jensen affidavit established essential terms and cost method; undisputed facts suffice for judgment |
| Whether documents attached to ECI’s pleadings created genuine issues | ECI: moving party met burden; nonmovant failed to timely and specifically dispute facts | Westwater: Exhibits A–C in ECI’s amended complaint show contrary facts and create disputes | Court: Held Westwater failed to rely on those exhibits in its opposition; court properly deemed ECI’s facts admitted and was not required to comb the record |
| Whether parol evidence rule barred consideration of oral-agreement evidence | ECI: parol rule inapplicable because no integrated written contract between Westwater and ECI | Westwater: court should not have considered oral-agreement evidence | Court: Parol rule does not apply — no integrated writing between Westwater and ECI to be varied or contradicted |
| Whether denial of motion to file supplemental affidavits/documents was an abuse of discretion | ECI: Westwater’s motion was dilatory and not warranted; Westwater had opportunity to present evidence earlier | Westwater: illness prevented earlier production; motion should have been considered under rule 56(f) | Court: Affirmed — Westwater cited rule 15(d) and did not preserve a rule 56(f) argument; supplementation was untimely, unsupported, and not excused by Warnes’s hospitalization |
Key Cases Cited
- Rupp v. Moffo, 358 P.3d 1060 (Utah 2015) (summary judgment review is correctness of law)
- Orvis v. Johnson, 177 P.3d 600 (Utah 2008) (moving party bearing burden must present facts establishing entitlement to judgment)
- Nielsen v. Gold’s Gym, 78 P.3d 600 (Utah 2003) (essential terms must be sufficiently definite for enforcement)
- Brookside Mobile Home Park, Ltd. v. Peebles, 48 P.3d 968 (Utah 2002) (issue preservation requirement for appeals)
- Bluffdale City v. Smith, 156 P.3d 175 (Utah Ct. App. 2007) (procedural consequences of failing to comply with local rules for summary judgment responses)
- DCH Holdings, LLC v. Nielsen, 220 P.3d 178 (Utah Ct. App. 2009) (parol evidence rule excludes extrinsic evidence when a contract is integrated)
- Jennings Inv., LC v. Dixie Riding Club, Inc., 208 P.3d 1077 (Utah Ct. App. 2009) (trial court not required to comb record for undisputed-material-fact disputes)
- Energy Mgmt. Servs., LLC v. Shaw, 110 P.3d 158 (Utah Ct. App. 2005) (rule 56(f) motions should be liberally granted unless dilatory or meritless)
- United Park City Mines Co. v. Greater Park City Co., 870 P.2d 880 (Utah 1993) (appellate standard for reviewing discretionary trial-court rulings)