Zions Gate R.V. Resort, LLC v. Oliphant
326 P.3d 118
Utah Ct. App.2014Background
- Oliphant and Zions Gate entered into a 99-year lease for a RV pad/lot; Sorpold (a Zions Gate manager) signed the Lease allegedly on behalf of Zions Gate; Zions Gate sued Oliphant for unlawful detainer arguing the Lease was invalid; Oliphant counterclaimed that the Lease was valid and sought quiet title for the lease term; the district court granted Oliphant summary judgment on validity; both parties appealed; the Articles of Organization allegedly limit one manager’s authority to bind the LLC without the other’s consent; the district court’s rulings on attorney fees and quiet title hinged on Lease validity; the Utah Revised LLC Act governs authority in manager-managed LLCs; the court ultimately vacated, reversed, or remanded depending on ratification issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of Lease given Sor-pold's authority | Zions Gate: Sor-pold lacked statutory authority to bind. | Oliphant: authority may exist via apparent authority or ratification. | Authority lacking; summary judgment improper due to ratification issues. |
| Ratification issues and timing | Oliphant argues Zions Gate ratified by acquiescence. | ||
| Zions Gate disputes ratification or timing; facts disputed. | Material facts remain; summary judgment on validity improper; remand. | ||
| Remand due to remaining issues on related rulings | Rulings on attorney fees and quiet title premised on Lease validity. | Need further proceedings to resolve ratification and validity. | Remand for further proceedings; not final on fees or quiet title. |
Key Cases Cited
- Zions First Nat'l Bank v. Clark Clinic Corp., 762 P.2d 1090 (Utah 1988) (apparent authority and agency principles apply to LLCs with limited authority)
- Luddington v. Bodenvest Ltd., 855 P.2d 204 (Utah 1993) (knowledge of an agent's lack of authority defeats apparent authority)
- Hatch v. Lucky Bill Mining Co., 71 P. 865 (Utah 1903) (whether an act was ratified within a reasonable time is a fact question)
- City Elec. v. Dean Evans Chrysler-Plymouth, 672 P.2d 89 (Utah 1983) (ratification may depend on knowledge of material facts)
- Bradshaw v. McBride, 649 P.2d 74 (Utah 1982) (statutory authority and writing requirements in land transactions)