Haynes v. Dept. of Public Safety, 460 P.3d 565

In March 2017 the Utah Highway Patrol informed Nathan Haynes it intended to terminate him based on the Salt Lake County DA's asserted Brady/Giglio impairment determination.
Haynes and DPS entered a settlement: DPS would reinstate Haynes if he "is able to reverse the [DA's] Brady / Giglio determination of Haynes on or before the end of that year in the form of obtaining injunctive relief from a court of law in relation to the [DA's] Brady / Giglio determination."
Haynes contacted the DA, which replied it had not made a determination that Haynes is "Brady/Giglio impaired," but said it remained unwilling to use him as a witness after reviewing DPS/UHP documents.
Haynes demanded reinstatement; DPS refused and Haynes sued for breach of contract. DPS moved to dismiss under Rule 12(b)(6) for failure to plead performance of the settlement condition precedent (no injunctive relief).
The district court granted dismissal, concluding Haynes neither obtained the required injunction nor satisfied the settlement's "spirit" of convincing the DA he was a viable witness.
The Court of Appeals reversed and remanded, holding the phrase "the [DA's] Brady / Giglio determination" is ambiguous and that factual inquiry (parol evidence, substantial-performance analysis) is required.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Haynes failed to perform the settlement condition precedent (obtain injunctive reversal of the DA's Brady/Giglio determination) so dismissal was proper	Haynes says the DA's email denying it made such a determination, combined with his obtaining that statement, amounts to substantial compliance and that the agreement's phrase is ambiguous so parol evidence and substantial-performance principles apply	DPS says the agreement required obtaining injunctive relief reversing the DA's determination; Haynes did not obtain an injunction and never convinced the DA to use him as a witness, so he failed the condition precedent	Reversed. The phrase "the [DA's] Brady / Giglio determination" is reasonably ambiguous; intent and performance are factual questions. Dismissal under Rule 12(b)(6) was premature and the case is remanded for further proceedings

Lunceford v. Lunceford, 139 P.3d 1073 (2006) (language is ambiguous if reasonably capable of more than one sense)
Daines v. Vincent, 190 P.3d 1269 (2008) (competing contract interpretations must be reasonably supported by the contract language; consider relevant evidence)
E & H Land, Ltd. v. Farmington City, 336 P.3d 1077 (2014) (if ambiguity exists, parties' intent is a factual question and parol evidence is admissible)
Faulkner v. Farnworth, 665 P.2d 1292 (Utah 1983) (ambiguous contractual language cannot be decided as a matter of law)
Oakwood Village LLC v. Albertsons, Inc., 104 P.3d 1226 (2004) (documents central to the complaint and referred to therein may be considered on a Rule 12(b)(6) motion)
Fehr v. Stockton, 427 P.3d 1190 (2018) (Rule 12(b)(6) standard: accept allegations as true and review correctness of dismissal)