Tooele Associates Ltd. Partnership v. Tooele City
2011 UT App 36
| Utah Ct. App. | 2011Background
- Tooele Associates sued Tooele City seeking specific performance related to a Development Agreement.
- Court denied equitable relief; issue centered on whether the City had a continuing maintenance duty for seventeen wastewater storage lakes.
- Court concluded the Development Agreement did not clearly impose a maintenance duty or specific seepage standard.
- Court acknowledged extrinsic evidence and the implied covenant but held they cannot create a clear, enforceable obligation.
- Court emphasized Utah courts' reluctance to apply equitable relief against municipalities and governmental subdivisions.
- District court’s denial of specific performance was affirmed, and nominal damages issue remains for district court to address in proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is there a clear contractual duty warranting specific performance? | Tooele argues the Development Agreement imposes a continuing maintenance duty. | City contends no clear, specific duty is stated in the agreement. | No clear duty; specific performance denied. |
| Can extrinsic evidence create a maintenance duty or imply a standard? | Extrinsic evidence and good faith could establish a maintenance obligation. | Extrinsic evidence cannot supply missing contract terms to support specific performance. | Extrinsic evidence cannot create the required clear contractual duty. |
| Are equitable relief doctrines available against a municipal defendant? | Equitable relief should be available to prevent breach. | Courts are reluctant to apply equitable doctrines against government bodies. | Equitable relief against municipality is disfavored; denied on that basis. |
| Should nominal damages be determined separately from denial of specific performance? | Nominal damages may be pursued as an alternative to specific performance. | Nominal damages should be resolved in district court as case proceeds. | Nominal damages issue left for district court. |
Key Cases Cited
- Richards v. Security Pacific National Bank, 849 P.2d 606 (Utah Ct.App. 1993) (summary judgment standard and review apply to both law and equity)
- ELM, Inc. v. M.T. Enters., Inc., 968 P.2d 861 (Utah Ct.App. 1998) (breach of contract requires identified contracted duty)
- Brown's Shoe Fit Co. v. Olch, 955 P.2d 357 (Utah Ct.App. 1998) (specific performance requires clear, certain contract terms)
- Pitcher v. Lauritzen, 423 P.2d 491 (Utah 1967) (contract must be sufficiently certain and definite for enforcement)
- Eckard v. Smith, 527 P.2d 660 (Utah 1974) (clarity of contract terms essential for specific performance)
- 1-800 Contacts, Inc. v. Weigner, 127 P.3d 1241 (Utah 2005) (implied covenants cannot create new rights or duties not agreed ex ante)
- Reed v. Alvey, 610 P.2d 1374 (Utah 1980) (extrinsic evidence basis for specific performance)
- Oakwood Vill. LLC v. Albertsons, Inc., 104 P.3d 1226 (Utah 2004) (implied covenant of good faith cannot create independent duties)
- Eldredge v. Utah State Ret. Bd., 795 P.2d 671 (Utah Ct.App. 1990) (doctrines of equity not readily applied against state agencies)
- Xanthos v. Board of Adjustment, 685 P.2d 1032 (Utah 1984) (reluctance to apply equitable laches against governmental subdivisions)