Osguthorpe v. Wolf Mountain Resorts, L.C.
322 P.3d 620
Utah2013Background
- Two contracts govern SPA development: the 1997 Ground Lease and the 1999 SPA Agreement; SPA includes County as a signatory.
- Osguthorpe, ASCU, Wolf Mountain, and others litigated related SPA and ground-lease disputes beginning in 2006–2007; district court consolidated certain actions against ASCU and Wolf Mountain.
- County issued a notice of default against multiple parties in July 2009; in 2010 the court allowed supplemental pleadings related to the Ground Lease; new claims were disallowed as unauthorized under Rule 15(d).
- Wolf Mountain II held that Wolf Mountain waived any contractual right to arbitrate its SPA claims; district court then held SPA claims between ASCU and Wolf Mountain non-arbitrable, while allowing Osguthorpe’s SPA claims to proceed or be arbitrated separately.
- In September 2010, Osguthorpe moved to compel arbitration of SPA claims between ASCU and Wolf Mountain; on remand, Osguthorpe withdrew its SPA claims, leaving only a motion to compel arbitration between ASCU and Wolf Mountain to be reviewed on appeal.
- District court denied the motion to compel arbitration; this appeal concerns whether Osguthorpe, as a non-party to the ASCU–Wolf Mountain dispute, can compel arbitration and whether due process was violated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether SPA arbitration covers ASCU–Wolf Mountain disputes | Osguthorpe argues SPA arbitration applies to all disputes among SPA signatories. | ASCU/Wolf Mountain argue arbitration narrowly applies only to disputes within the County-default framework. | SPA disputes between ASCU and Wolf Mountain are not arbitrable by Osguthorpe. |
| Whether Osguthorpe has right to compel arbitration as a non-party | Osguthorpe contends it may compel arbitration by virtue of SPA membership. | Arbitration requires party status to the specific dispute; non-parties have no right to compel. | Osguthorpe has no right to compel arbitration of ASCU–Wolf Mountain claims. |
| Whether the district court violated due process by ruling without hearing | Osguthorpe asserts due process requires opportunity to be heard after Wolf Mountain II interpreting arbitration rights. | Court proceeded in accordance with rule 7(e) and considered briefing; no due process violation. | Due process not violated. |
Key Cases Cited
- Wolf Mountain Resorts, L.C. v. ASC Utah, Inc., 2010 UT 65 (Utah Supreme Court, 2010) (waiver of potential contractual right to arbitrate; contract interpretation)
- Meadow Valley Contractors, Inc. v. State Dept. of Transp., 2011 UT 35 (Utah Supreme Court, 2011) (contract interpretation standard; correctness in interpretation)
- WebBank v. Am. Gen. Annuity Serv. Corp., 2002 UT 88 (Utah Supreme Court, 2002) (principles for interpreting contracts)
- Café Rio, Inc. v. Larkin-Gifford-Overton, LLC, 2009 UT 27 (Utah Supreme Court, 2009) (contractual interpretation and harmony among provisions)
- Selvig v. Blockbuster Enters., LC, 2011 UT 39 (Utah Supreme Court, 2011) (consideration of contract provisions in light of overall agreement)
- Chen v. Stewart, 2004 UT 82 (Utah Supreme Court, 2004) (due process considerations in appellate review)
- Salt Lake Legal Defender Ass’n v. Atherton, 2011 UT 58 (Utah Supreme Court, 2011) (due process notice and opportunity to be heard)