538 P.3d 933
Utah Ct. App.2023Background
- In 2010 USURF (a USU affiliate) acquired ~5.77% of GeoMetWatch (GMW) stock; in Feb 2013 GMW sent USU an unrestricted stock certificate recognizing USU as owner of 666,667 shares.
- In April 2013 GMW sent a "Shareholder Book" (including a Shareholder Agreement and a Purchase Agreement) and requested USU sign and return copies; GMW produced no signed copy from USU.
- USU officials testified they did not sign the agreements; USU Counsel returned the documents unsigned after November 2013 calls and later testified he rejected the proposed agreements on USU’s behalf.
- GMW sued in 2019 for breach of the Shareholder Agreement and related covenant claims, alleging USU had assented despite lack of signature; USU moved for summary judgment arguing no assent and that the statute of frauds barred enforcement.
- The district court granted summary judgment for USU (finding no genuine issue that USU signed or otherwise assented) and denied GMW extra discovery under Rule 56(d); the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether USU signed the Shareholder Agreement | GMW: circumstantial evidence and conduct permit an inference USU signed | USU: no signed document and witnesses deny signing; GMW bears burden of proof | Court: No genuine dispute — no direct or adequate circumstantial evidence of a signature; summary judgment affirmed |
| Whether USU otherwise assented to the Agreement’s terms (non‑signature assent) | GMW: receipt of documents, shareholder conduct, board‑representation requests, and failure to explicitly accept support an inference of assent | USU: chronology shows USU became a shareholder before being presented agreements; it rejected the agreements in Nov 2013; conduct supports shareholder status only, not assent to specific terms | Court: No reasonable inference of assent — evidence shows only shareholder status; alleged inferences are speculative; summary judgment affirmed |
| Whether the district court abused its discretion by denying GMW additional discovery under Rule 56(d) | GMW: needed targeted 30(b)(6) depo, another witness depo, and written discovery to oppose summary judgment | USU/District Court: GMW had the entire discovery period and knew contract‑formation was central; request came at the discovery cutoff and was not diligently pursued | Court: No abuse of discretion — GMW had ample opportunity and offered no adequate reason for delay; denial affirmed |
Key Cases Cited
- Aquagen Int’l, Inc. v. Calrae Trust, 972 P.2d 411 (Utah 1998) (formation requires manifestation of mutual assent)
- Livingston v. Finco Holdings Corp., 513 P.3d 94 (Utah Ct. App. 2022) (signature common but not exclusive method to show assent)
- Heslop v. Bear River Mut. Ins. Co., 390 P.3d 314 (Utah 2017) (circumstantial evidence must be more than speculation to create a fact issue)
- Salo v. Tyler, 417 P.3d 581 (Utah 2018) (summary‑judgment burden shifts depending on who bears persuasion at trial)
- Orvis v. Johnson, 177 P.3d 600 (Utah 2008) (movant may satisfy summary judgment burden by showing lack of evidence when nonmoving party bears trial burden)
- AKB Props. LLC v. Rubberball Prods. LLC, 487 P.3d 465 (Utah Ct. App. 2021) (circumstantial evidence can defeat summary judgment where it meaningfully undermines movant’s evidence)
- USA Power, LLC v. PacifiCorp, 235 P.3d 749 (Utah 2010) (standard of review for summary judgment)