446 P.3d 603
Utah Ct. App.2019Background
- The Garfield Estates Subdivision originally had Lot 1; June Garfield conveyed Lot 1 to Brad Garfield, who later held it with Susan as joint tenants.
- In June 2006, Brad (but not Susan) signed recorded protective covenants purporting to encumber all seven subdivision lots.
- In 2014 Brad and Susan subdivided Lot 1 into Lots 1A and 1B (Amended Plat) and, later that month, executed warranty deeds conveying Lots 1A and 1B to Micah Capener; those warranty deeds (signed by Susan) included a boilerplate habendum clause reserving conveyance subject to “easements, restrictions, and rights of way appearing of record.”
- The Thompsons sued the Capeners seeking to enforce the Covenants against Lots 1A and 1B; the Capeners moved for summary judgment arguing the Covenants were unenforceable against those lots because Susan never signed the Covenants (statute of frauds defense).
- The district court denied summary judgment, finding the Amended Plat and Warranty Deeds (both signed by Susan) evidenced a nexus to the Covenants or, alternatively, that Susan ratified the Covenants by signing later documents and by silence.
- The Court of Appeals granted interlocutory review and reversed: it held the later-signed Amended Plat and Warranty Deeds do not satisfy the statute of frauds nexus requirement and Susan did not ratify Brad’s execution of the Covenants.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether other writings (Amended Plat and Warranty Deeds) satisfy the statute of frauds so Covenants bind Lots 1A/1B | Amended Plat and Warranty Deeds (signed by Susan) reference record restrictions/easements and thus, when read with the recorded Covenants, show a single transaction and Susan’s intent | Susan never signed the Covenants; the later documents are separate transactions and lack express or unmistakable nexus to the Covenants | Reversed: No nexus — Amended Plat and Warranty Deeds are unrelated later transactions; boilerplate “restrictions” language is insufficient to satisfy statute of frauds |
| Whether Susan ratified Brad’s execution of the Covenants | Signing the Amended Plat and Warranty Deeds and failing to disaffirm amounts to ratification | Ratification requires knowledge of material facts and intent to ratify; where statute of frauds applies ratification generally must be in writing; silence is insufficient | Reversed: No ratification — no evidence Susan knew material facts or intended to ratify; silence and unrelated later writings do not suffice |
Key Cases Cited
- Flying Diamond Oil Corp. v. Newton Sheep Co., 776 P.2d 618 (Utah 1989) (statute of frauds applies to covenants running with the land)
- Gregerson v. Jensen, 617 P.2d 369 (Utah 1980) (multiple writings may be read together if they unmistakably evidence one transaction)
- Reynolds v. Bickel, 307 P.3d 570 (Utah 2013) (nexus between writings may be shown by express or implied reference)
- Bradshaw v. McBride, 649 P.2d 74 (Utah 1982) (ratification requires knowledge of material facts and intent; where authority must be in writing, ratification generally must be written)
- Arnold v. Grigsby, 417 P.3d 606 (Utah 2018) (summary judgment standard)
- Bennett v. Huish, 155 P.3d 917 (Utah Ct. App. 2007) (statute of frauds reviewed as a question of law)