Osguthorpe v. ASC, 365 P.3d 1201

Background

From 1996 the Osguthorpe family leased grazing land to a ski operator (later ASC) under a 28‑year agreement, amended to raise annual payments to $200,000 and to reference services by the Osguthorpes.
The estate of Enoch Smith claimed entitlement to 50% of any lease/rent payments under a prior partnership-dissolution agreement; Utah courts previously held Smith entitled to half of the annual payments under the original agreement.
ASC and the Osguthorpes executed a 2001 "Restatement of Agreement" that allocated most of the $200,000 to services and only a small amount to land use; prior courts concluded that the Restatement did not legally alter Smith’s share.
Relations broke down after ASC refused to sign new separate agreements in 2006; ASC continued tendering payments through 2010 but Osguthorpes refused to accept them and sued ASC alleging breach, seeking (among other relief) reformation or rescission and injunctive relief.
A jury trial resolved the good‑faith/fair‑dealing claim in favor of ASC; equitable claims (reformation, termination, injunctive relief) were tried to the court, which denied injunctive relief, declined rescission, and reformed the Restatement prospectively (effective August 2011), but also (improperly, court of appeals held) ruled that neither Osguthorpes nor Smith’s estate were entitled to payments tendered 2006–2011.
On appeal the Utah Supreme Court affirmed most rulings (lack of jurisdiction over jury-trial-related challenges; no abuse of discretion denying injunction; prospective reformation), but vacated the court’s disposition of rights to the tendered/rejected payments as beyond the scope of the equitable proceedings.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Osguthorpes were denied a right to jury on reformation/termination	Court should have submitted reformation/termination to the jury	Decisions on jury instructions were made during the jury trial and became final with the jury verdict	Dismissed for lack of jurisdiction as appeal from those rulings was untimely after 54(b) certification
Whether trial court erred in refusing a jury instruction on good faith and fair dealing	Requested instruction properly stated Utah law and should have been given	Instruction unsupported by Utah law; court properly rejected it	Dismissed for lack of jurisdiction (merged into the certified jury verdict)
Whether injunctive relief was warranted for alleged ongoing land/welfare harm	Harms to land and sheep are irreparable; injunction required because damages inadequate	Harms remediable by money damages; plaintiffs abandoned monetary‑damages claim; equitable relief not necessary	Affirmed: court did not abuse discretion; factual findings supported that monetary relief could compensate harm
Whether Restatement should be reformed retroactively and whether tendered/rejected payments belong to Osguthorpes or Smith estate	Reformation should relate back; plaintiffs entitled to payments rejected by them	Reformation prospective only to protect third‑party (Smith) interests; payments issue not litigated and beyond scope	Prospective reformation affirmed; but court exceeded authority in adjudicating rights to tendered/rejected payments—that portion vacated

Key Cases Cited

Perez v. S. Jordan City, 296 P.3d 715 (Utah 2013) (final judgment triggers appeal period; timeliness rule)
McGibbon v. Farmers Ins. Exch., 345 P.3d 550 (Utah 2015) (untimely appeal deprives court of jurisdiction)
Manzanares v. Byington (In re Adoption of Baby B.), 308 P.3d 382 (Utah 2012) (standards of review: de novo for law, clear error for facts, mixed approach for mixed questions)
Ockey v. Lehmer, 189 P.3d 51 (Utah 2008) (characterizing review of equitable relief determinations)
Collard v. Nagle Constr., Inc., 149 P.3d 348 (Utah 2006) (trial court’s broad discretion to fashion equitable remedies)