Keith v. Mountain Resorts Development, L.L.C.
337 P.3d 213
Utah2014Background
- Betty Keith and her siblings (tenants in common with United Park City Mines (UPCM)) owned three Park City parcels; UPCM/Talisker/MRD later sought to develop them under a Wasatch County 2002 preliminary approval that allocated 183 ERUs across the entire 321-acre project.
- After failing to agree on joint development or a buyout price, MRD and Keith settled a 2005 partition: MRD conveyed full title to Parcel A to Keith; Keith conveyed her interests in Parcels B and C to MRD; matching special warranty deeds were exchanged.
- MRD thereafter treated all 183 ERUs as retained on its parcels and told county officials and buyers that no ERUs transferred to Keith; Keith maintained payments for 48 ERU-related water rights and claimed Parcel A’s deed included development rights (ERUs).
- Keith sued MRD for breach of contract and warranty, fraudulent inducement, tortious interference with prospective economic relations, declaratory relief, and to quiet title; the district court granted MRD summary judgment on all claims.
- The Utah Supreme Court affirmed, holding (a) the deed language was unambiguous and did not include conditional county development rights (ERUs) once the approved 321-acre parcel was divided and the parties abandoned joint development; (b) Keith failed to prove fraudulent inducement; and (c) Keith failed to show improper purpose or means for tortious interference.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract (deed interpretation; inclusion of ERUs) | Keith: deed conveyed "all right, title and interest" and "rights and privileges"—which should include ERUs from the 2002 approval; those rights vested and ran with Parcel A. | MRD: ERUs were conditional governmental approvals tied to the entire 321-acre approved project; once parcels were partitioned and joint development abandoned, ERUs did not run with the smaller Parcel A and were not conveyed by the deed. | Court: Deed unambiguous—did not include conditional county development rights; ERUs did not vest to Parcel A after partition absent agreement to continue the joint approved plan. Affirmed summary judgment for MRD. |
| Breach of warranty | Keith: (raised but inadequately briefed) warranty claim based on deed exchange. | MRD: No title defect alleged; special warranty deed does not create the claimed breach. | Court: Keith failed to brief or allege a cognizable warranty claim; claim dismissed. |
| Fraudulent inducement | Keith: prior communications and offers (including a 2004 offer referencing water rights) show misrepresentations induced her to settle. | MRD: No false representation proved; Keith drafted and accepted the 2005 settlement; earlier rejected offers cannot have induced the later deed exchange. | Court: No evidence of a false, knowingly-made representation relied upon by Keith; fraud claim fails. |
| Intentional interference with prospective economic relations | Keith: MRD publicly asserted it retained ERUs and thus blocked her ability to entitle Parcel A—an improper purpose/means to harm her economic prospects. | MRD: Statements defended legitimate economic interests and reflected a genuine, reasonable belief about entitlement and county requirements; no improper purpose or illicit means. | Court: MRD acted to protect its legitimate interest and had a genuinely held belief; no improper purpose or means shown. Claim fails. |
Key Cases Cited
- Western Land Equities v. City of Logan, 617 P.2d 388 (Utah 1980) (vested-rights principle in land-use approvals)
- Daines v. Vincent, 190 P.3d 1269 (Utah 2008) (elements for fraudulent-inducement claim)
- Peterson v. Sunrider Corp., 48 P.3d 918 (Utah 2002) (contract/deed interpretation; ambiguity and extrinsic evidence)
- Hartman v. Potter, 596 P.2d 653 (Utah 1979) (deed construction principles)
- Leigh Furniture & Carpet Co. v. Isom, 657 P.2d 293 (Utah 1982) (intentional-interference improper purpose/means framework)