480 P.3d 1052
Utah Ct. App.2020Background
- A restrictive covenant (Declaration) for a Spanish Fork shopping center requires the consent of “Responsible Owners” before building or modifying structures.
- SFUR owns the "Kmart Parcel." UDAK sought a declaratory judgment that it is a Responsible Owner and thus entitled to consent rights; SFUR counterclaimed that UDAK is not a Responsible Owner.
- The district court found the Responsible Owner provision facially ambiguous, held a bench trial, and declared UDAK a Responsible Owner; it awarded UDAK attorney fees in a First Supplemental Judgment.
- SFUR did not timely appeal the Original or First Supplemental Judgments. SFUR then filed a “tender” by attaching a photocopy of a check (but did not deliver the actual check) and moved to have interest abated and judgment satisfied.
- The district court ruled the tender invalid, denied SFUR’s motion, and awarded UDAK additional attorney fees in a Second Supplemental Judgment; SFUR appealed only that Second Supplemental Judgment within 30 days.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether UDAK is a “Responsible Owner” under the Declaration | UDAK: term is ambiguous and court should declare UDAK a Responsible Owner | SFUR: provision unambiguous; UDAK is not a Responsible Owner | Court ruled for UDAK below, but appellate court lacked jurisdiction to review that ruling (appeal untimely) |
| Whether district court made evidentiary errors at trial | SFUR: trial evidentiary rulings require reversal if provision ambiguous | UDAK: evidentiary rulings proper | Not reached on appeal—court lacked jurisdiction to consider these claims |
| Whether SFUR’s post-judgment tender satisfied the judgment | SFUR: its filing (with photocopied check) constituted a valid tender and preserved its rights | UDAK: tender was invalid because the actual check was never delivered; thus interest and fees continued | Court (affirmed on appeal): tender was invalid; did not satisfy judgment |
| Whether additional attorney fees tied to the invalid tender were proper | SFUR: no basis to award fees for opposing the tender | UDAK: entitled to fees under the Declaration and for defending against improper tender | Court (appeal): awarded fees were proper; affirmed; UDAK entitled to appellate fees as prevailing party |
Key Cases Cited
- Ross v. Barnett, 436 P.3d 306 (Utah Ct. App. 2018) (on finality and appealability of separate judgments)
- State v. Alvarez, 473 P.3d 655 (Utah Ct. App. 2020) (jurisdictional questions reviewed as questions of law)
- A.S. v. R.S., 416 P.3d 465 (Utah 2017) (untimely appeals are jurisdictional and require dismissal)
- Butler v. Corporation of the President of the Church of Jesus Christ of Latter-day Saints, 337 P.3d 280 (Utah 2014) (merger of interlocutory rulings into final judgment)
- Cheves v. Williams, 993 P.2d 191 (Utah 1999) (initial final judgment and subsequent enforcement are separate proceedings)
- Cahoon v. Cahoon, 641 P.2d 140 (Utah 1982) (postjudgment orders are independently reviewable if final)
- Federated Cap. Corp. v. Abraham, 428 P.3d 21 (Utah Ct. App. 2018) (prevailing party entitled to appellate attorney fees when fees were awarded below)
- North Fork Special Service Dist. v. Bennion, 297 P.3d 624 (Utah Ct. App. 2013) (discussion of merger-of-judgment doctrine)