JENCO LC v. Perkins Coie LLP
378 P.3d 131
Utah Ct. App.2016Background
- JENCO and Ledges entered an Option Agreement (2004) under which Ledges could buy property; the Agreement defined a capitalized "Minimum Payment" as $40,000 per acre and required execution of a note and trust deed as security.
- In 2010 parties signed a First Amendment (modifying payment terms) and a Settlement Agreement; the First Amendment called for a "Percentage Payment" on resale equal to the Minimum Payment plus 25% of the excess Selling Price.
- Perkins (a law firm) held a junior lien via a Perkins Note and Deed of Trust executed July 15, 2010 (same day as the First Amendment and Settlement Agreement); Ledges defaulted and JENCO accelerated and pursued foreclosure.
- Ledges failed to pay property taxes; JENCO paid taxes to avoid tax sale, accelerated the JENCO Note, and foreclosed; Ledges defaulted and a default judgment was entered against it; Perkins answered and contested JENCO’s claim.
- Perkins moved for summary judgment arguing the Settlement Agreement waived JENCO’s right to the contractual Minimum Payment; JENCO cross-moved and the district court granted JENCO summary judgment; Perkins appealed.
- The court affirmed: it held the contracts, read together, unambiguously required payment as stipulated in the First Amendment (including Minimum Payment plus 25% excess) and found no admissible evidence raising a material factual dispute; remanded only to calculate appellate attorney fees.
Issues
| Issue | JENCO's Argument | Perkins's Argument | Held |
|---|---|---|---|
| Whether the Settlement Agreement waived JENCO’s contractual Minimum Payment | Settlement §3(e) limits payable amounts to those in the First Amendment; thus Minimum Payment obligation remains | §3(d) states all "minimum payments" were paid and no additional minimum payments required, so Minimum Payment portion is waived | Court: Contracts read together unambiguously preserve the First Amendment payments (including Minimum Payment + 25%); Perkins’ reading renders §3(e) superfluous and is rejected |
| Whether summary judgment was proper given alleged factual disputes about parties’ intentions/communications | Facts JENCO presented were undisputed after discovery; Perkins produced no admissible evidence to create a material factual dispute | Contracts ambiguous or facts create disputes precluding summary judgment | Court: No admissible evidence raised a genuine issue; summary judgment for JENCO proper; extrinsic intent of non-party (Perkins) irrelevant |
| Whether JENCO may recover attorney fees incurred on appeal | JENCO points to JENCO Note and trust deed authorizing recovery of collection/enforcement costs, including attorneys’ fees | Perkins did not oppose on appeal | Court: Remanded to district court to calculate and augment judgment for reasonably incurred appellate fees |
Key Cases Cited
- Orvis v. Johnson, 177 P.3d 600 (Utah 2008) (standard of review for summary judgment and viewing evidence in favor of nonmoving party)
- WebBank v. American Gen. Annuity Serv. Corp., 54 P.3d 1139 (Utah 2002) (contract interpretation focuses on parties’ intent and unambiguous four-corners rule)
- Central Florida Invs., Inc. v. Parkwest Assocs., 40 P.3d 599 (Utah 2002) (definition of contractual ambiguity)
- Anderson Dev. Co. v. Tobias, 116 P.3d 323 (Utah 2005) (appellate review gives no deference to district court’s legal conclusions)
- Wycalis v. Guardian Title, 780 P.2d 821 (Utah Ct. App. 1989) (cross-motions for summary judgment do not automatically eliminate factual issues)
- Ladd v. Bowers Trucking, Inc., 264 P.3d 752 (Utah Ct. App. 2011) (party cannot avoid summary judgment with speculation; must supply admissible evidence)
- Department of Soc. Servs. v. Adams, 806 P.2d 1193 (Utah Ct. App. 1991) (procedure for augmenting judgment with attorney fees on remand)
- Sears v. Riemersma, 655 P.2d 1105 (Utah 1982) (contract construed against drafter)