Tooele Associates Limited Partnership v. Tooele City
284 P.3d 709
Utah Ct. App.2012Background
- Tooele Associates and Tooele City entered into a Development Agreement for Overlake and Bond Agreements securing public improvements.
- Tooele Associates agreed to build improvements and the City agreed to provide culinary water for build‑out.
- The trial addressed breach claims by Tooele Associates and the City’s counterclaims, with damages found in favor of Tooele ($22.5M) and the City ($1.82M).
- The trial court found the special verdict irreconcilably inconsistent and declared a mistrial; interlocutory appeals were granted.
- This court reverses the mistrial ruling and remands for entry of judgment consistent with the jury’s reconciled findings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the verdict is internally inconsistent | Tooele argues inconsistency invalidates judgment | City argues verdict can be harmonized | Yes; the verdict is reconcilable with material/nonmaterial breach distinction. |
| Effect of material vs nonmaterial breach on waiver and damages | Tooele contends waivers and damages flow from material breach findings | City contends material breach governs defenses and damages | Waiver found for material breach; damages for incomplete improvements maintained; causation apportioned. |
| Bond Agreement defense and law-of-the-case arguments | Tooele challenges the City’s use of Bond Agreement defense | City asserts Bond defense excused performance | Bond defense not controlling; covenant of good faith and fair dealing issues prevail; judgment to reflect joint liability. |
Key Cases Cited
- Neff v. Neff, 2011 UT 6 (Utah 2011) (court reviews consistency of special verdicts de novo; require reconciliation if possible)
- Dishinger v. Potter, 2001 UT App 209 (Utah Ct. App. 2001) (standard for assessing inconsistent special verdicts; harmony favored)
- Norris v. Sysco Corp., 191 F.3d 1043 (9th Cir. 1999) (reinforces de novo review of verdict consistency in some settings)
- Bennion v. LeGrand Johnson Constr. Co., 701 P.2d 1078 (Utah 1985) (limits on inconsistency and supports harmonizing readings)
- Lundgren v. Coalville City, 930 P.2d 1206 (Utah Ct. App. 1997) (discusses material vs nonmaterial breach in contract context)
- McArthur v. State Farm Mut. Auto. Ins. Co., 2012 UT 22 (Utah 2012) (material breach standard for excuse defenses clarified)