Equine Holdings v. Auburn Woods, 482 P.3d 880

Background

Founder recorded successive CC&Rs and plats for Blue Sky Ranch (2004–2006) showing a shaded "Special Use Area" that changed in size and shape across plats; CC&Rs always referenced the plat but the easement definitions appeared in the CC&Rs.
In June 2006 the CC&Rs added a metes-and-bounds legal description of the Special Use Area that contained multiple scrivener errors and failed to close, producing a parcel inconsistent with the March 2006 plat.
Equine (owner of Lot 1 and prior lessee of Lots 1 and 3) used trails across the disputed western portion to the creek and produced affidavits that the drafters intended the Special Use Area to reach the creek.
Simmons parties (owners of Lot 2 and later Lot 3) began denying Equine access to the western portion and claimed the easement was a narrower corridor consistent with an earlier depiction.
Equine sued for quiet title, declaratory relief, and reformation; district court granted summary judgment to Simmons, ruling the June 2006 CC&Rs were unambiguous and adopted Simmons’ interpretation; Equine appealed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
1) Was the Special Use Area easement created by plat (so amendable only by plat amendment)?	Equine: easement created by plat; CC&Rs cannot lawfully alter plat-based easement.	Simmons: easement was created and defined in the CC&Rs; CC&Rs may be amended to modify the easement.	Court: Easement was created by the written CC&Rs (contract), not by plat; CC&Rs may modify the easement.
2) Is the June 2006 CC&Rs metes-and-bounds description unambiguous?	Equine: legal description contains material errors, is ambiguous, and extrinsic evidence of intent is admissible.	Simmons: description is unambiguous; only one reasonable interpretation supports their narrower corridor.	Court: Description is ambiguous—both parties’ maps conflict with the text and neither interpretation fits the plain language; extrinsic evidence is admissible.
3) Did the district court effectively reform the CC&Rs without proper basis?	Equine: district court’s interpretation required changing key calls (directions/distances), which amounted to reformation and required extrinsic evidence.	Simmons: court merely construed the instrument; no reformation was required.	Court: District court’s result amounted to reformation (changing text), which cannot be done under the guise of interpretation without appropriate equitable proof; remand.
4) Was reformation time-barred?	Equine: reformation timely based on affidavits of drafters and discovery facts.	Simmons: reformation barred by the statute of limitations.	Court: Did not resolve on appeal; remand to consider timeliness and reformation claims in light of ambiguity.

Key Cases Cited

Oak Lane Homeowners Ass'n v. Griffin, 255 P.3d 677 (Utah 2011) (easement by plat arises under limited conditions)
Swenson v. Erickson, 998 P.2d 807 (Utah 2000) (CC&Rs are interpreted under contract principles)
Fort Pierce Indus. Park Phases II, III & IV Owners Ass'n v. Shakespeare, 379 P.3d 1218 (Utah 2016) (treat CC&Rs as contracts when interpreting servitudes)
RHN Corp. v. Veibell, 96 P.3d 935 (Utah 2004) (distinguishes deed construction from reformation; reformation allows altering text to reflect intent)
Brady v. Park, 445 P.3d 395 (Utah 2019) (ambiguity inquiry turns on whether competing interpretations are reasonable)
Saleh v. Farmers Ins. Exch., 133 P.3d 428 (Utah 2006) (interpretations must align with the usual and natural meaning; no forced constructions)
Ocean 18 LLC v. Overage Refund Specialists LLC, 474 P.3d 481 (Utah Ct. App. 2020) (admit parol evidence if contract language is ambiguous)
Wolf Mountain Resorts, LC v. ASC Utah, Inc., 268 P.3d 872 (Utah Ct. App. 2011) (scrivener's errors can support reformation as mutual mistake)
Seamons v. Wiser, 462 P.3d 387 (Utah Ct. App. 2020) (parol evidence admissible to prove mutual mistake in reformation actions)
Jensen v. Manila Corp. of the Church of Jesus Christ of Latter-day Saints, 565 P.2d 63 (Utah 1977) (parol evidence may be used to reform deeds even if description appears definite)
Losee v. Jones, 235 P.2d 132 (Utah 1951) (metes-and-bounds calls failing to close can justify reformation)