2012 COA 168
Colo. Ct. App.2012Background
- Town of Parker formed Cherry Creek South Metropolitan District No. 1 to finance Stroh Ranch infrastructure; District issued bonds and entered reimbursement agreements with SRD totaling about $11.13 million.
- Seventh Amendment’s paragraph 6 purported to assign the District’s development fee revenues to SRD, later assigned to SDI; the arrangement allowed SDI to receive development-fee revenues.
- SDI, via its E& T Contract, acquired rights to SDI’s E & T purchase; SDI assigned those rights to Pivotal, which then closed the E & T Contract and received the purchase price, water tolls, and taps.
- SDI later demanded development fees on Filing Nos. 14, 15, and on the E & T Property; SDI sued Pivotal and E & T for development fees and breach damages; E & T was dismissed with prejudice.
- Bench trial judgment favored SDI on development-fee claims and interest, and found breach of the SDI-Pivotal Contract; awarded damages to SDI and post-judgment interest.
- On appeal, Pivotal argues error on (i) assignment of development-fee revenues, (ii) perpetual lien, and (iii) breach; SDI seeks appellate fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the District could assign development-fee revenues to SDI. | SDI contends assignment authorized by Seventh Amendment. | Pivotal argues assignment fell within Seventh Amendment. | Assignment void; district lacked statutory power to assign revenues. |
| Whether SDI has a perpetual lien on Filing Nos. 14 and 15. | SDI asserts perpetual lien under district’s revenue-pledge. | Pivotal contends no valid assignment means no perpetual lien. | Perpetual lien not valid because district lacked power to assign development fees. |
| Whether Pivotal breached the SDI-Pivotal Contract. | SDI asserts entitlement to development-fee portion of E&T Purchase Price. | Pivotal argues no contract language requiring SDI-fee transfer. | Yes, Pivotal breached the SDI-Pivotal Contract. |
| Whether SDI is entitled to appellate attorney fees. | SDI seeks fees under the contract. | Denied; judgment reversed and remanded. |
Key Cases Cited
- Farmers Acceptance Corp. v. DeLozier, 178 Colo. 291, 496 P.2d 1016 (Colo. 1972) (assignment vs. pledge distinction; right under contract)
- Bennett Bear Creek Farm Water & Sanitation Dist., 928 P.2d 1254 (Colo. 1996) (delegation of governmental powers to private parties is improper)
- Krupp v. Breckenridge Sanitation Dist., 19 P.3d 687 (Colo. 2001) (governmental powers cannot be delegated beyond statutory scope)
- In re House, 23 Colo. 87, 46 P. 117 (Colo. 1896) (delegation of governmental functions to private entities prohibited)
- Lawry v. Palm, 192 P.3d 550 (Colo. App. 2008) (mixed fact-law standard of review)
- M.D.C./Wood, Inc. v. Mortimer, 866 P.2d 1380 (Colo. 1994) (review of factual findings; deference to credibility)
- People v. Jaramillo, 183 P.3d 665 (Colo. App. 2008) (statutory interpretation and plain-language approach)