Wing v. Still Standing Stable LLC, 387 P.3d 605

Background

Still Standing Stable LLC (Sellers) purchased a Weber County parcel that lacked insurable public-road access; SITLA warned there was likely no access.
Sellers engaged Aspenwood/Elite Legacy agents (including Tim Shea) under a For Sale By Owner Commission and Agency Disclosure Agreement (FSBO) to market the property; a separate Real Estate Purchase Contract (REPC) required Sellers to convey by general warranty deed and imposed diligence and closing deadlines.
Buyers deposited $25,000 earnest money and proceeded through the due-diligence period but grew concerned about lack of insurable access; they did not object during the 60-day diligence window.
Shortly before closing Sellers announced they would convey by special warranty deed rather than the required general warranty deed; Buyers said they would accept that only if a title policy guaranteeing access were available, but no title insurer would insure access; Buyers failed to appear at closing.
Still Standing sued (and counterclaimed) raising fiduciary-duty, negligence, misrepresentation, and standing/jurisdiction theories against Shea and related parties; the trial court granted summary judgment dismissing Still Standing’s counterclaims on causation grounds (Sellers’ own refusal to convey as required caused the loss).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Shea breached fiduciary duty by failing to disclose Buyers’ concerns and other material facts	Shea had fiduciary duties to disclose material buyer communications; nondisclosure caused Sellers’ damages	Even if Shea breached duties, Sellers cannot show causation because the transaction failed due to Sellers’ refusal to convey by general warranty deed and lack of insurable access	Affirmed: summary judgment proper because Sellers’ own conduct (failure to provide required deed/insurable access) caused the loss
Whether Shea’s negligence and misrepresentations caused Sellers’ damages	Shea’s misrepresentations led Sellers to believe they had a cash buyer and caused damages when deal failed	The causation element fails—deal collapsed from lack of insurable access and Sellers’ refusal to convey as required, not from Shea’s communications	Affirmed: negligence/misrepresentation claims fail for lack of causation
Whether newly discovered evidence of plaintiffs’ misrepresentations defeats plaintiffs’ standing and deprives the court of subject-matter jurisdiction	Post-judgment evidence shows plaintiffs lacked standing to sue for the commission, so judgments should be reversed	The argument is inadequately briefed and legally identical to issues rejected in related appeals; rule 60(b) and standing issues were previously addressed	Rejected: inadequately briefed and meritless here; prior related rulings control
Whether trial court erred procedurally by disposing of counterclaims on summary judgment without resolving all factual disputes	Sellers contended factual disputes existed about communications, access, and duties	Trial court concluded there was no genuine issue on causation: objective evidence showed no insurable access and Sellers’ failure to meet REPC obligations	Affirmed: court properly decided as a matter of law that causation was lacking

Key Cases Cited

Poteet v. White, 147 P.3d 439 (reciting summary-judgment fact-viewing standard)
Gilbert Dev. Corp. v. Wardley Corp., 246 P.3d 131 (elements for fiduciary-duty nondisclosure claim)
Jones & Trevor Mktg., Inc. v. Lowry, 284 P.3d 630 (standard of review for summary judgment)
Golden Meadows Props. LC v. Strand, 241 P.3d 375 (failure to address district court’s basis warrants rejection on appeal)
Mason v. Loveless, 24 P.3d 997 (difference between special and general warranty deeds)
Still Standing Stable, LLC v. Allen, 122 P.3d 556 (prior finding concerning lack of access)
State v. Sloan, 72 P.3d 138 (requirement that appellate briefs contain reasoned analysis)
Yknot Global Ltd. v. Stellia Ltd., 379 P.3d 36 (illustrating complexities of post-trial rule 60(b) motions)