482 P.3d 841
Utah Ct. App.2021Background
- In 1999 owners recorded a Declaration for a Spanish Fork shopping center defining a “Responsible Owner” as an owner of parcel(s) with a combined Building Area of at least 40,000 sq. ft., and separately defining Building Area and Building (allowed area vs. constructed building area).
- UDAK acquired five parcels in 2005 and relied on the Declaration’s maximum/allowed Floor Area totaling 42,945 sq. ft.; actual constructed floor area on those parcels totaled 35,808 sq. ft.
- Canyon Creek acquired other parcels in 2014 and disputed UDAK’s Responsible Owner status, arguing the term should be measured by actual constructed buildings.
- UDAK sued for declaratory relief (2016); after a bench trial the district court declared UDAK a Responsible Owner and awarded contractual attorney fees; it later awarded additional fees after finding Canyon Creek’s attempted tender invalid.
- Canyon Creek appealed, challenging (1) alleged ambiguity in the Responsible Owner provision, (2) multiple aspects of the fee awards, and (3) the district court’s ruling that Canyon Creek’s tender (a filed photocopy of a check not delivered) was invalid.
- The Court of Appeals affirmed: the Declaration is unambiguous that Building Area refers to allowed/maximum Floor Area so UDAK qualifies; attorney fees awards were proper; Canyon Creek’s tender was invalid; remand only for appellate fees.
Issues
| Issue | Plaintiff's Argument (UDAK) | Defendant's Argument (Canyon Creek) | Held |
|---|---|---|---|
| Proper interpretation of “Responsible Owner” | "Building Area" means the allowed/maximum Floor Area shown in the Site Plan; UDAK therefore meets the 40,000 sq. ft. threshold | "Building Area" should mean the actual Floor Area of constructed or proposed buildings; UDAK’s actual combined area is below 40,000 sq. ft. | The Declaration is unambiguous: Building Area means the allowed/maximum Floor Area distinct from actual constructed Building area; UDAK is a Responsible Owner. |
| Recoverability and scope of attorney fees (First Supplemental Judgment) | Fees are contractually recoverable under Art.10.04; the requested items were compensable | Many fee categories were improper or procedural objections preserved; objected fee categories should be disallowed | UDAK prevailed; Canyon Creek failed to timely object to the fee affidavit under rule 73(d), so challenges to the First Supplemental Judgment were forfeited; award affirmed. |
| Recoverability and timing of additional fees (Second Supplemental Judgment) | Post-judgment fees defending against Canyon Creek’s tender/motion are recoverable under Art.10.04 | Fees incurred before Nov.29,2018 or awarded during appeal were time-barred or outside district court jurisdiction | Fees tied to post-judgment collateral matters (the tender and related motions) were properly awarded; rules 73(a)/59(e) did not bar fees for work incurred after the First Supplemental Judgment; Saunders permits district court action on collateral matters during appeal. |
| Validity of Canyon Creek’s tender of judgment | Filing a photocopy of a check and a "tender" document constituted a valid written tender under Utah law | The photocopy was not actual production of money or its equivalent; tender thus invalid | Tender was invalid: Utah precedent requires both an unconditional offer and actual production of the money or its equivalent; award of additional fees related to litigating the invalid tender upheld under the Declaration’s fee clause. |
Key Cases Cited
- West Valley City v. Majestic Inv. Co., 818 P.2d 1311 (Utah Ct. App. 1991) (contract interpretation: if unambiguous, interpretation is question of law)
- Mid-America Pipeline Co. v. Four-Four Inc., 216 P.3d 352 (Utah 2009) (courts independently review ambiguity questions; interpret contract language on its face)
- Brady v. Park, 445 P.3d 395 (Utah 2019) (defines when a contract is ambiguous and what constitutes a reasonable interpretation)
- Utah Res. Int’l Inc. v. Mark Techs. Corp., 342 P.3d 779 (Utah 2014) (valid tender requires offer plus actual production of money or equivalent)
- Saunders v. Sharp, 818 P.2d 574 (Utah Ct. App. 1991) (district court retains power over collateral matters during appeal, including supplemental fee awards)
- Swenson v. Erickson, 998 P.2d 807 (Utah 2000) (restrictive covenants are contract-like and interpreted under contract principles)
- Zion’s Props., Inc. v. Holt, 538 P.2d 1319 (Utah 1975) (case law emphasizing that a mere offer to pay is generally insufficient for valid tender)