OPINION
1 1 Using a forged power of attorney, Shirley Hanney mortgaged the family home without her husband Blaine J. Hanney's knowledge. When she defaulted on the payments, Franklin Credit Management Corp., standing in the shoes of the lender, Bank One, brought suit. The trial court ruled that the trust deed on the home was void. Franklin Credit appeals. We affirm in part and reverse in part.
BACKGROUND
12 Blaine and Shirley Hanney married in 1971. A few years later, Blaine's parents divided a portion of their property among their children. In particular, they conveyed an undeveloped lot (the Property) to Blaine. Blaine and Shirley built their family home on the Property. In 1995, Blaine and Shirley executed a Revocable Trust Agreement of the Hanney Family Trust (the Trust). Blaine then conveyed the Property to himself and Shirley as trustees of the Trust. Blaine also executed a general power of attorney naming Shirley as his attorney-in-fact.
T3 In 1998, Blaine, his mother, and his siblings formed Hanney Development for the purpose of developing the remainder of his parents' property into a residential subdivision. The general partners of Hanney Development were Blaine, his mother, and his sister. Shirley was not a general or limited partner of Hanney Development. But because Blaine was frequently out of town, Shirley acted on Blaine's behalf and exercised full control of Hanney Development's finances. She kept the partnership's books, had signature authority on the partnership's accounts, dealt with the partnership's accountant in preparing tax returns and financial reports, signed Blaine's name as general partner on partnership documents, and opened mail sent to Blaine.
T4 In 1994, Blaine and Shirley formed a construction company, Hanney & Hanney Construction, which Shirley also managed. Over the course of several years, Hanney & Hanney became overextended. To cover Hanney & Hanney's bills, Shirley began seeking money from various sources. According to Shirley's testimony at trial, she took approximately $600,000 from Hanney Development. She also used Blaine's general power of attorney to apply for loans and lines of eredit from various banks. Blaine was unaware of these loans, although he and Shirley deducted the interest from the loans on their federal and state tax returns.
T5 By mid-2000, Shirley needed money to cover her defaleation. She later explained, "Hanney Development needed to have money put in, because I knew that they [made] their distributions every December, or shortly
T 6 With the help of the mortgage broker, Shirley began executing a series of documents that would allow her to obtain the loan. Shirley was told that the title company would not close the loan based on the general power of attorney, but required a special power of attorney. She was given a special power of attorney form for Blaine to sign along with other loan documents. On August 18, Shirley forged Blaine's name on the special power of attorney form and had it falsely notarized. On August 22, she executed a Warranty Deed (the Warranty Deed) conveying the Property from Blaine and Shirley as Trustees of the Trust to Blaine and Shirley individually as joint tenants. Shirley signed both her name and Blaine's name on the Warranty Deed. On August 24, she executed the Trust Deed (the Trust Deed) using the special power of attorney. She signed Blaine's name on the Trust Deed "by Shirley Ann Hanney as attorney in fact." The parties agree that Bank One did not rely on the general power of attorney in connection with this transaction.
T 7 The loan closed on August 24. Also on August 24, using the special power of attorney, Shirley executed a quit claim deed transferring title from Blaine and Shirley individually back to Blaine and Shirley as trustees of the Trust. All of the loan doeu-ments were recorded in the Davis County Recorder's Office on August 29. Shirley used the loan proceeds to pay the obligations of Hanney & Hanney Construction. Blaine had no knowledge of any of these transactions.
18 In 20083, Blaine discovered Shirley's actions. Blaine and Shirley filed for bank-ruptey and, later, divoree. Because Shirley defaulted on the loan, Franklin Credit brought suit. Franklin Credit sought, as relevant to this appeal, a judgment foreclosing the Trust Deed. The trial court rejected Franklin Credit's claims and ruled that the Trust Deed was void. Franklin Credit appeals.
ISSUE AND STANDARDS OF REVIEW
1 9 Franklin Credit raises several issues on appeal, but all resolve into a single question: whether the Trust Deed is a valid lien against the Property. The resolution of this issue involves both questions of law, which we review for correctness, and questions of fact, which we review for clear error. See Tooele Assocs. Ltd. P'ship v. Tooele City Corp.,
ANALYSIS
' 10 Franklin Credit's complaint sought, as relevant here, a judgment foreclosing the Trust Deed on Shirley's undivided one-half interest in the Property, a judgment declaring that the Trust Deed was a valid lien on Blaine's undivided one-half interest in the Property, and a judgment foreclosing the Trust Deed as a lien on Blaine's undivided one-half interest in the Property. The trial court determined that the Trust Deed encumbered neither Blaine's interest in the Property nor Shirley's interest in the Property.
11 On appeal, Franklin Credit contends, under a variety of theories, that Shirley sue-cessfully transferred the Property from the Trust to herself and Blaine individually. It further contends, again under a variety of theories, that Shirley was authorized to encumber Blaine's interest in the Property. Finally, it contends that Shirley was at the very least able to encumber her own one-half interest in the Property. Blaine responds that Shirley lacked authority to transfer the Property out of the Trust or to encumber any portion of it. In addition, Blaine contends that, due to a failure of proof at trial, Franklin Credit did not establish a necessary element of its case.
112 We first consider the validity of the Warranty Deed conveying the Property from
I. Bank One Was Entitled To Rely on the Warranty Deed Conveying the Property Out of the Trust
{13 Franklin Credit first contends that, under the terms of the Trust, Shirley was authorized as Trustee to convey the Property from the Trust to herself and Blaine individually. Blaine responds that, under the terms of the Trust, Shirley "had no authority to act unilaterally, 1 but only "in conjunction with Blaine." However, we need not reach the question of actual authority because Utah trust law protects the interests of entities doing business with a trustee so long as the entity lacks actual knowledge that the trustee is exeeeding her powers:
With respect to a third person dealing with a trustee or assisting a trustee in the conduct of a transaction, the existence of trust power and their proper exercise by the trustee may be assumed without inquiry. The third person is not bound to inquire whether the trustee has power to act or is properly exercising the power; and a third person, without actual knowledge that the trustee is exceeding his powers or improperly exercising them, is fully protected in dealing with the trustee as if the trustee possessed and property exercised the powers he purports to exercise. A third person is not bound to assure the proper application of trust assets paid or delivered to the trustee.
Utah Code Ann. § 75-7-406 (1998) (emphasis added) (current version at Utah Code Ann. § T5-7-1012 (Supp.2010)).
T 14 Utah Code section 75-7-406, originally enacted in 1975, was part of the Uniform Trustee Powers Act (UTPA).
2
Despite this section's having been in effect for so many years, there is a dearth of Utah case law interpreting it.
3
In fact, nationwide, there is very little case law concerning this provision of the UTPA. See, e.g., Wetherill v. Bank IV Kansas, N.A.,
115 "Under our rules of statutory construction, we look first to the statute's plain language to determine its meaning." Sindt v. Retirement Bd.,
The Uniform Trustees' Powers Act ("UTPA") completely abolishes thecommon law broad duty of inquiry [of third parties dealing with a trustee]. The UTPA automatically grants each trustee broad powers over the trust property and provides that a third party who deals with a trustee is not liable unless he or she had actual knowledge that the transaction constituted a breach of trust. The actual knowledge standard of liability allocates virtually all of the risk of harm associated with a breach of trust to the settlor and trust beneficiaries, thereby creating an incentive for them to take precautions to minimize the risk of a breach.
Peter T. Wendel, The Evolution of the Law of Trustee's Powers and Third Party Liability for Participating in a Breach of Trust: An Economic Analysis, 35 Seton Hall L. Rev. 971, 972-78, (2005) (discussing historical overview of trustee law, including UTPA and the Uniform Trust Code); see also Smith v. Lillian V. Donahue Trust, 157 NH. 502,
116 Neither party asserts that Shirley was not a trustee of the Trust, that Bank One did not deal with her, or that Bank One had actual knowledge that Shirley was "exceeding [her] powers or improperly exercising them," see Utah Code Ann. § 75-7-406 (1998). Consequently, Bank One "is fully protected in dealing with [Shirley] as if [she] possessed and properly exercised the powers [she] purport[ed] to exercise." Id. We therefore need not decide whether the Warranty Deed was valid because, insofar as Bank One is concerned, it is deemed valid. Thus, as we proceed with this case, we treat the Warranty Deed as fully effective. 4 This means that, so far as Bank One was concerned, Shirley succeeded in conveying the Property from the Trust to herself and Blaine as joint tenants.
II. The Trust Deed Is a Valid Lien on Shirley's Interest in the Property, but Not Blaine's
T17 Having conveyed the Property from the Trust to herself and Blaine as joint tenants, Shirley then signed the Trust Deed for herself and, using the forged special power of attorney, for Blaine. We first consider the effect of the Trust Deed on Shirley's interest in the Property, and then the effect of the Trust Deed on Blaine's interest.
A. - Shirley's Interest in the Property
118 It is well-settled that "a partial owner may sell or encumber her share." Belnap v. Walker Bank & Trust Co.,
119 Having executed the Warranty Deed, Shirley became a joint owner of the Property with Blaine. She therefore had the ability to encumber at least her interest in the Property. She did so by executing the Trust Deed. We thus conclude that the Trust Deed is valid with respect to Shirley's interest in the Property.
B. Blaine's Interest in the Property
" 20 Whether Shirley's actions encumbered Blaine's interest in the Property requires a different analysis. Franklin Credit contends that Shirley had authority to encumber Blaine's interest in the Property, either through actual authority pursuant to the general power of attorney, through apparent or implied authority, of through Blaine's ratification.
1. Actual Authority Under the General Power of Attorney
$21 At all relevant times, Shirley held a valid general power of attorney.
5
"A power of attorney is an instrument in writing by which one person, as principal, authorizes another to act as agent." Kline v. Utah Dep't of Health,
I, BLAINE J. HANNEY appoint SHIRLEY ANN HANNEY ... my true and lawful attorney in fact for me and in my name, place and stead, giving unto said SHIRLEY ANN HANNEY full power to do and perform all and every act that I may legally do through an attorney, in relation to all of my property, real or personal, wherever situated, to carry out the purposes for which this power is granted, specifically including the power to make deposits, sign checks, endorse items, and withdraw funds from checking, savings, or other accounts, with full power of substitution and revocation, hereby ratify, ing and affirming that which SHIRLEY ANN HANNEY or my agent's substitute shall lawfully do or cause to be done by my agent or my agent's substitute lawfully designated by virtue of the power herein conferred upon my agent.
(Emphasis added.) Thus, by its own terms, the general power of attorney granted Shirley authority to transfer or encumber real property.
~ 122 However, a power of attorney is subject to limitations other than those expressed in the document itself. For example, as noted above, "[al power of attorney creates a principal-agent relationship." Eagar v. Burrows,
23 This principle has long been a feature of Utah law. In Huntsman v. Huntsman,
"A power of attorney given to an agent to act in the name and on behalf of his principal, though couched in general language, must, in the absence of anything showing a contrary intent, be construed as giving authority to act only in the separate, individual business of the principal and for his benefit. It cannot be construed as permitting the agent to engage in transactions foreign or repugnant to that business, or to bind the principal by acts done, not for his benefit and in his behalf, but for the private benefit of the agent himself, or for other persons."
Id. at 370 (quoting 1 Floyd Russell Mechem, A Treatise on the Law of Agency § 788 (2d ed. 1914)).
[ 24 Here, the trial court determined that Shirley did not act loyally for Blaine's benefit:
In this matter the court sees no benefit to Mr. Hanney. He never received any of the moneys loaned by the plaintiff nor were they used to improve the lot in question or provide anything for the family. The monies all went to pay obligations of Shirley Hanney. There is nothing to show that he received any benefit from Hanney Construction of any significant nature. In fact if anything, Mr. Hanney was damaged by the manner Bank One and Interwest Title handled the loan in question.
On appeal, Franklin Credit disputes this finding. It argues that the clear weight of the evidence established that Blaine benefit-ted when Shirley repaid money she had taken from their joint savings account, from Hanney & Hanney, and from Hanney Development. In addition, Franklin Credit argues, Blaine and Shirley deducted the interest from the loans on their federal and state income tax returns, resulting in significant tax refunds which were deposited in their joint accounts.
125 This argument, however, does not adequately challenge the trial court's finding. "To establish that a factual finding is clearly erroneous, the appealing party must marshal all the evidence in support of the finding and then demonstrate that the evidence is legally insufficient to support the finding even when viewing it in a light most favorable to the court below." Traco Steel Erectors, Inc. v. Comtrol, Inc.,
In order to properly discharge the duty of marshaling the evidence, the challenger must present, in comprehensive and fastidious order, every serap of competent evidence introduced at trial which supports the very findings the appellant resists. After constructing this magnificent array of supporting evidence, the challenger must ferret out a fatal flaw in the evidence. The gravity of this flaw must be sufficient to convinee the appellate court that the court's finding resting upon the evidence is clearly erroneous.
West Valley City v. Majestic Inv. Co.,
$26 Furthermore, even if Franklin Credit is correct that Blaine received "significant benefits" from Shirley's execution of the Trust Deed, that is not the measure of an agent's duty. As noted above, an agent cannot "bind the principal by acts done, not for his benefit and in his behalf, but for the private benefit of the agent [herJself." Huntsman,
T 27 Thus, relying on the trial court's factual finding that Blaine's best interests were not served when Shirley signed the Trust Deed, we conclude that the general power of attorney did not authorize Shirley to sign that document on Blaine's behalf. 6 Consequently, her signature on the Trust Deed did not encumber Blaine's interest in the property. 7
2. Apparent or Implied Authority as Blaine's Agent
128 - Alternatively, - Franklin Credit contends that Shirley had apparent authority, implied authority, or both, to execute the Trust Deed. "Apparent authority is appropriately found where 'the acts or conduct of the principal ... creates an appearance which causes a third party ... to reasonably believe that a second party ... has authority to act on the principal's behalf? Thus, 'an analysis of apparent authority focuses on the acts of the principal from a third party's perspective."" Posner v. Equity Title Ins. Agency, Inc.,
29 In support of its argument that Shirley was clothed with apparent authority, Franklin Credit enumerates the following evidence:
Blaine executed the [general power of attorney]. Blaine delegated complete authority for their financial affairs to Shirley. Blaine delegated complete authority for Hanney & Hanney to Shirley. Blaine delegated his general partner responsibilities for Hanney Development to Shirley. Blaine authorized Shirley to endorse his name on his paychecks. Blaine authorized Shirley to sign his name on their income tax returns. In almost 830 years of marriage, Blaine never objected to Shirley acting on his behalf.
Missing from this summary is any reference to the focus of apparent authority analysis: Blaine's acts viewed from Bank One's perspective. Franklin Credit points to no act on the part of Blaine creating an appearance that caused Bank One to reasonably believe that Shirley had authority to act on Blaine's behalf. See id. Indeed, neither Bank One nor the title company ever dealt with Blaine. Accordingly, we reject Franklin Credit's apparent authority argument.
180 Nor do we find Franklin Credit's implied authority argument persuasive. Implied authority "embraces authority to do those acts which are incidental to, or are necessary, usual, and proper to accomplish or perform, the main authority expressly delegated to the agent." Zions First Nat'l Bank v. Clark Clinie Corp.,
3. Ratification
T31 Finally, Franklin Credit contends that, even if Shirley lacked the authority to bind Blaine at the time she signed the Trust Deed, Blaine later ratified Shirley's actions. "It is well-established under Utah law that [sJubsequent affirmance by a principal of a contract made on his behalf by one who had at the time neither actual nor apparent authority constitutes a ratification, which
"Ratification[,] like original authorityl,] need not be express. Any conduct which indicates assent by the purported principal to become a party to the transaction{,] or which is justifiable only if there is ratification[,] is sufficient. Even silence with full knowledge of the facts may manifest affir-mance and thus operate as a ratification. The person with whom the agent dealt will so obviously be deceived by assuming the professed agent was authorized to act as such, that the principal is under a duty to undeceive him.... So a purported principal may not be wilfully ignorant, nor may he purposely shut his eyes to means of information within his possession and control and thereby escape ratification if the cireumstances are such that he could reasonably have been expected to dissent unless he were willing to be a party to the transaction."
Moses v. Archie McFarland & Son,
132 "Ratification is premised upon the knowledge of all material facts and upon an express or implied intention on the part of the principal to ratify." City Elec. v. Dean Evans Chrysler-Plymouth,
188 Finally, "the Utah statute of frauds requires that any agent executing an agreement conveying an interest in land on behalf of his principal must be authorized in writing.... Where the law requires the authority to be given in writing, the ratification must also- generally be in writing." Bradshaw,
1 34 Here, the trial court found, "The most credible evidence shows that Mr. Hanney had no knowledge of the loan by Bank One to Ms. Hanney...." This factual finding will not be reversed absent clear error. See Utah R. Civ. P. 52; Peterson v. Jackson,
9385 A principal cannot "purposely shut his eyes to means of information within his possession and control and thereby escape ratification if the circumstances are such that he could reasonably have been expected to dissent unless he were willing to be a party to the transaction." Bullock,
"136 Likewise, we cannot agree that the "trial court clearly erred by refusing to impute to Blaine knowledge held by Shirley.
Nor does recordation of the Trust Deed establish Blaine's knowledge of the material facts. Franklin Credit does not demonstrate-or even assert-that Blaine had any duty to make an examination of the public records. See Christenson v. Commonwealth Land Title Ins. Co.,
{38 As noted above, ratification requires that the principal had "full knowledge of all the material facts." Zions First Nat'l Bank v. Clark Cline Corp.,
139 Moreover, even if Blaine had full knowledge of all the material facts, Franklin Credit does not show that he intended to ratify the loans. While our cases are clear that "silence with full knowledge of the facts may manifest affirmance," they also require conduct, stating that "conduct which indicates assent by the purported principal to become a party to the transaction[,] or which is justifiable only if there is ratification[,] is sufficient." Moses,
140 Finally, as noted above, "the Utah statute of frauds requires that any agent executing an agreement conveying an interest in land on behalf of his principal must be authorized in writing." - Bradshaw v. McBride,
T41 In sum, "a deliberate and valid ratification" requires the principal "to have knowledge of all material facts and an intent to ratify." Zions First Nat'l Bank,
42 Thus, as to the Trust Deed, we conclude that Shirley had authority to encumber her own interest in the property, thereby converting the joint tenancy into a tenancy in common, but that Shirley lacked authority to encumber Blaine's interest. The Trust Deed is thus a valid lien on Shirley's half-interest in the property but not on Blaine's. See Calaska Partners, Ltd. v. Corson,
III. Blaine's Cross-Appeal
€43 Blaine presents us with a cross-appeal.
8
He contends that, regardless of the merit of Franklin Credit's appellate claims, we must affirm on the ground that Franklin
144 After the close of evidence, the trial court asked for written closing briefs instead of oral closing arguments. In Blaine's written closing, he asserted that Franklin Credit had failed to present any evidence of an element of its claim: the amount due on the note. In response, Franklin Credit made several arguments. It asserted that it primarily sought a declaratory judgment that the Trust Deed was valid, and that such a declaratory judgment did not require a showing of the amount due and owing. It also asserted that, even on its claim for judicial foreclosure, the amount due and owing was not an element of its prima facie case, but could be proven later by affidavit In any event, Franklin Credit argued, it did present evidence of the amount due. Its Initial Disclosures stated that the principal amount due and owing was $245,590.25. It answered a discovery request stating that the unpaid principal was $245,590.25, the unpaid interest was $150,997.26, and the unpaid late fees were $342.42. And Trial Exhibit 59, Shirley's handwritten list of debts prepared for her accountant, listed the amount due as $245,590.25. Further, Franklin Credit maintained that the amount due could be easily calculated from Shirley's trial testimony that the annual interest rate on the loan was 9.5% and that she had made no payments since November 2002. Finally, Franklin Credit maintained that "the parties implicitly reserved the issue of the amount of interest and attorney's fees and costs for future determination. This makes sense because interest will continue to accrue and attorney's fees and costs will continue to be incurred."
145 Nevertheless, "in an abundance of caution," Franklin Credit moved to re-open the evidence. The trial court opted to reopen the evidence on the ground that "Defendants would not be prejudiced if the Court re-opened the bench trial." The trial court ruled that (1) Franklin Credit should provide Blaine with its documentation regarding the amounts due and owing; (2) the defendants would have ten business days to notify the court whether they disputed the amount; (8) if the defendants did dispute the amount, the trial court "may schedule an evidentiary hearing on the amounts due and owing under the Bank One Trust Deed, if it deems a hearing necessary after it rules on the validity of the Bank One Trust Deed"; and (4) Blaine was awarded reasonable attorney fees for responding to the documentation provided at the conclusion of the hearing. However, Franklin Credit did not submit any additional evidence, and the trial court did not rule on this issue. Instead, it dismissed Franklin Credit's claims with prejudice and declared that the Trust Deed "is of no further force or effect and does not constitute a lien or claim" upon the Property.
146 On appeal, Blaine argues two points. First, he contends that the trial court erred in reopening the evidence to allow Franklin Credit to prove the amount due. Second, he contends that, even given the reopening, Franklin Credit never proved the amount due. Franklin Credit responds that evidence of the amount due was unnecessary at that juncture because Franklin Credit did not seek only judicial foreclosure, but also, a ruling that the Trust Deed was a valid lien. Franklin Credit argues that, if the Trust Deed is determined to be a valid lien, interest will continue to accrue during the course of litigation and that, should Franklin Credit subsequently choose to pursue judicial foreclosure, it can submit an affidavit of the amount due at that time. Franklin Credit maintains that it filed the Motion to Re-open "only as a precautionary measure because Defendants raised the issue in their post-trial brief." Finally, Franklin Credit argues that the reopening of the evidence was not an abuse of discretion.
147 As a general rule, "it Hes within the sound discretion of the trial court to grant a motion to reopen for the purpose of taking additional testimony after the case has
148 However, because the trial court determined that the Trust Deed was invalid, it had no need to consider whether to schedule an evidentiary hearing. Our ruling today, a partial reversal, determines that the Trust Deed was a valid lien against Shirley's undivided one-half interest in the Property. It thus in effect rewinds the case to the point at which the trial court entered the order we reverse in part today. 9 We thus remand for further proceedings consistent with this opinion.
CONCLUSION
€49 Bank One relied on Shirley's representation that she was a trustee. In so doing, it was protected by Utah Code section The effect of the Warranty Deed, therefore, was to convey the Property out of the Trust and to Blaine and Shirley as joint tenants. When Shirley then mortgaged the Property, she converted the joint tenancy into a tenancy in common. As a tenant in common, Shirley was able to encumber her own portion of the Property but could not encumber Blaine's portion unless she had the proper authority or unless he ratified the action. The general power of attorney did not authorize Shirley to encumber Blaine's portion of the Property; doing so would have been a breach of her fiduciary duty because it was not done loyally and for Blaine's benefit. Further, Blaine did not ratify Shirley's actions. We therefore conclude that Bank One's Trust Deed was a valid lien on Shirley's portion of the Property, but not on Blaine's. We further conclude that the trial court did not abuse its discretion in determining that it could re-open the evidence. We thus affirm in part, reverse in part, and remand to the trial court for further proceedings consistent with this opinion.
1 50 WE CONCUR: CAROLYN B. McHUGH, Associate Presiding Judge, and GREGORY K. ORME, Judge.
Notes
. The trial court found that Blaine and Shirley "testified that they understood the Trust would only take effect after one of them died." However, the trial court did not rule that the Trust never became effective; on the contrary, it seemed to assume that the Trust did become effective. Neither party contends on appeal that the Trust never became effective. We therefore proceed on the assumption that it did.
. The UTPA was enacted in sixteen states. See Uniform Trust Code pref. notes (2005). In 2000, the Uniform Trust Code (UTC) was created to provide a national framework for trust law. See id. The UTC was adopted in Uiah in 2004. See Utah Code Ann. §§ 75-7-101 to ~1201 intro. (Supp. 2010). As a result, former Utah Code section 75-7-406 was amended, somewhat modified, and renumbered as Utah Code section 75-7-1012. Compare id. § 75-7-1012 (Supp.2010), with id. § 75-7-406 (1993). Because the transactions at issue in this case took place prior to the UTC's adoption in Utah, we consider only the relevant provisions of the UTPA, then codified at section 75-7-406. Current section 75-7-1012 is substantively similar to former section 75-7-406, although the current section adds an element of good faith not found in the former section. Compare id. § 75-7-1012 (Supp.2010), with id. § 75-7-406 (1993).
. One case, Anderson v. Dean Witter Reynolds, Inc.,
. Blaine contends that Shirley did not hold any transferable interest in the Property because, pri- or to being placed in the Trust, the Property belonged to Blaine alone. However, Blaine acknowledges that he transferred the Property to Shirley and himself as Trustees. And we conclude that section 75-7-406 protects Bank One's reliance on the Warranty Deed, regardless of whether Shirley had an alienable interest in the Property before becoming a trustee. We therefore do not address this issue further.
. The title company refused to rely on the general power of attorney, presumably because it lacked a property description and therefore could not be recorded. See Utah Code Ann. § 57-3-105(2) (2010) (requiring a document to contain a legal description of real property before it can be recorded). Instead, the title company insisted on the special power of attorney and gave Shirley the appropriate form. She forged Blaine's name and had the form falsely notarized. On appeal, Franklin Credit acknowledges that the special power of attorney did not authorize Shirley to execute the Trust Deed on Blaine's behalf, We thus consider only whether the general power of attorney gave Shirley the authority to do so.
. Because we dispose of this issue on this ground, we need not address the legal effect of the fact that Bank One did not rely on the general power of attorney.
. Unlike those who deal with the trustee of a trust without knowledge of the trustee's lack of authority, Bank One points to no similar statutory protection for those who deal with an attorney-in-fact.
. Because Blaine does not seek to alter the judgment of the trial court, this cross-appeal would more properly be styled an alternative ground to affirm. "[If appellees or respondents merely desire the affirmance of the lower court's judgment, they need not, and should not, cross-appeal or cross-petition." - State v. South,
. Franklin Credit asserts that if the trial court had ruled that the Trust Deed was valid, "Franklin would have had the right to complete its nonjudicial foreclosure even if the trial court denied the motion [to re-open] or declined to order a judicial foreclosure of the Trust Deed." Blaine does not contest this assertion. We express no opinion with respect to it.