OPINION
T1 Plaintiff Hillerest Investment Company, LLC (Hillerest]) appeals from the district court's summary judgment in favor of defendant Utah Department of Transportation (UDOT). The district court concluded that Hillerest does not have standing to pursue its claims against UDOT and that even if Hill-crest does have standing, it cannot prevail as a matter of law on its breach of contract and unjust enrichment claims.
1
We reverse the
BACKGROUND 2
1 2 This dispute arises out of UDOT's 2001 condemnation of real property in Centerville, Utah (the Condemned Property), as part of the Legacy Parkway Project. The Condemned Property comprised about 48 of the approximately 150 unimproved acres (the Trust Property) held by the Namroh Trust, the Phares T. Horman Family Trust, the SCV Horman Family Trust (the SCV Trust), and the Theodore and Birdie Horman Family Trust (collectively, the Horman Trusts).
13 Prior to UDOT's condemnation, the Horman Trusts planned to develop a business park on a portion of the Trust Property (the Project Site). In pursuit of that goal, they had successfully changed the zoning of the Project Site and had obtained Centerville City's (the City) approval of their development plans. The Project Site could be accessed only by a gravel road (the Access Road) that cireumvented wetlands, which constitute about one-third of the Trust Property.
« 4 When the Horman Trusts learned that UDOT's plans for the Legacy Parkway in-eluded condemnation of the portion of the Trust Property on which the Access Road was located, the Horman Trusts advised UDOT of their development plans and the need to access the Project Site. The City also expressed concern that the loss of the Access Road would interfere with the development of the business park, which was located on the largest undeveloped piece of real estate remaining in the City. In a letter dated October 28, 1999, UDOT represented to the City that its Legacy Parkway plans included a frontage road that would allow access to the Project Site. With that assurance and the Horman Trusts' permission, UDOT conducted an appraisal of the Trust Property. 'The appraisal report separated the Trust Property into four parcels and assigned each a parcel number. The Condemned Property is comprised of three of those parcels. The appraisal was premised on the assumption that UDOT would construct the frontage road. For example, the appraisal concluded that bеcause "UDOT is going to install the roadway, at [its] expense," no severance damages were needed to compensate the Horman Trusts for the diminution of value in the portion of the Trust Property not condemned (the Remaining Property). Relying, in part, on that conclusion, the appraisal set the appropriate compensation amount for the Condemned Property at $1.27 million.
T 5 In September 2001, UDOT filed a condemnation action against the Horman Trusts. The exhibits to UDOT's complaint included a map of the Legacy Parkway that depicts the proposed frontage road. During subsequent negotiations, UDOT represented that it would build a frontage road on one of the three condemned parcels, Parcel 0067:173:C (Parcel C), so that the Horman Trusts could pursue their pre-condemnation plans with respect to the Project Site. Eventually, UDOT and the Horman Trusts reached an agreement on the value of the parcels, based on the understanding that the Legacy Parkway project would include a frontage road.
16 As a result, in January 2002, the parties entered into a Right of Way Contract (the Contract), whereby UDOT agreed to purchase the Condemned Property "free and clear" from the Horman Trusts for $1,933,905. Although the Contract furthеr provides that "all work done under this agreement, shall conform to [all applicable laws and codes] and shall be done in a good and workmanlike manner," it states that, "[njo work, improvement, alteration or maintenance will be done or made other than or in addition to that provided in this agreement." The Contract also contains an integration clause, which provides,
The parties have here set out the whole of their agreement. The performance of this agreement constitutes the entire consideration for the grant of said tract of land and shall relieve [UDOT] of all further obligations or сlaims on that account, or onaccount of the location, grade and construction of the proposed highway.
Under the Contract, UDOT's obligation to pay the $1,933,905 settlement amount is triggered when UDOT takes possession of "Land as described in the Warranty Deed" for each of the three parcels, which are identified by their parcel numbers. There is no other description of the Condemned Property in the Contract.
T7 On February 7, 2002, the trustee of each of the four Horman Trusts with an ownership interest in the Condemned Property, including Charles Horman as the trustee of the SCV Trust, executed warranty deeds for each of the thrеe parcels, conveying their interests in the Condemned Property to UDOT. The warranty deeds for Parcel C convey "(aln undivided ... interest in a parcel of land in fee for a frontage road incident to the construction of a freeway...." Subsequently, UDOT removed the Access Road.
T8 In late 2005 and early 2006, the Hor-man Trusts conveyed all "real estate owned," including the Remaining Property and other real property located in Utah, Nevada, and Kentucky, to Hillerest. Around that time, UDOT reconsidered its plan to build the frontage road, despite urging from Hillerest and the City. In January 2006, Hillerest notified UDOT that a failure to build the frontage road would "most likely render [the Remaining Property] undevelopable" and would "be in breach of contract." UDOT replied that due to "extensive litigation with the environmental community" and other delays involving the Legacy Parkway, it no longer intended to build the frontage roads. 3 Instead, UDOT proposed that the City install the frontage road and indicated in a 2007 letter, "After all appropriate environmental clearances{,] ... UDOT will make available a portion of the Legacy Parkway right-of-way for a frontage road." While UDOT has not yet made a portion of the right-of-way available, it maintains that it will do so if the City obtains the "necessary environmental clearances" and "an approved development plan" for the frontage road. The record indicates that the City has not done so and that the Project Site is currently inaccessible.
T9 On December 1, 2008, Hillerest filed suit against UDOT in the Second Judicial District Court for Davis County, asserting claims of breach of contract and unjust enrichment. - Hillerest also sought a declaratory judgment that UDOT is contractually bound to construct the frontage road and an injunction for specific performance of that obligation 4 - UDOT moved for summary judgment on the grounds that Hillerest lacked standing because it was not a party to the Contract; that even if Hillerest could establish standing, the Contract did not require UDOT to build the frontage road; and that Hillcrest could not prevail on a claim of unjust enrichment as a matter of law.
[ 10 After oral argument, the district court granted UDOT's motion for summary judgment on all of Hillerest's claims. Specifically, the court ruled that Hillerest did not have standing to enforce the Contract; that even if it did have standing, the Contract did not require UDOT to build the frontage road; and that a cause of action based on unjust enrichment was precluded because Hillerest, as opposed to the Horman Trusts, had conferred no benefit on UDOT. Hillerest now appeals.
ISSUES AND STANDARD OF REVIEW
11 Hillerest argues that the district court erred in granting summary judgment because material issues of fact exist as to whether it has standing, whether the Contract is ambiguous with respect to UDOT's obligation to build the frontage road, and whether UDOT was unjustly enriched. Summary judgment is appropriate where "(1) 'there is no genuine issue as to any material fact' and (2) 'the moving party is entitled to a judgment as a matter of law'" Poteet v. White,
ANALYSIS
I. Standing
112 "[A] determination of standing is generally a question of law, whiсh we review for correctness." Holladay Towne Ctr., LLC v. Brown Family Holdings, LLC,
[13 UDOT claims that Hillcrest does not have standing because Hillerest has no legally protectible interest. See Shire Dev. v. Frontier Invs.,
A. Standing as an Assignee of the Rights Under the Contract
114 We first consider Hillerest's argument that the Real Estate Purchase Contract (the REPC), by which the Horman Trusts conveyed all real estate owned to Hillerest, also assigned the rights in the Contract. "Under well-accepted rules of contract interpretation, we look to the language of the contract to determine its meaning and the intent of the contracting parties." Cafe Rio, Inc. v. Larkin-Gifford-Overton, LLC,
8. Property. The property shall include all real estate owned by the Seller which, to the best of Seller's knowledge and belief, comprises all of the real estate, water rights, water shares and property rights owned by Seller (the "Property"), de-seribed on Exhibit A. The property is located in the states of Utah, Nevada and Kentucky. However, the Property shall also include all real estate, water rights, water share and property rights which may be later discovered to be owned by the Seller at the time of the execution of this Purchase Contract but was inadvertently left off the property itemized on Exhibit A.
When read in context, the reference to "property rights," is expressly limited to "real estate" owned by the Seller. The REPC further indicates that such real estate, to the extent known, is listed on Exhibit A to the REPC.
{16 The copy of Exhibit A in the record has been redacted, so that the only entry shown is the Remaining Property. The headings on Exhibit A to the REPC are legible and call for information consistent with the identification of real property
5
The first section of Exhibit A bears the heading, "Property Description/Location," and provides columns for "Location," "County," "State," "Parcel Numbers," "Approximate Acreage," and "Purchase Price Allocation." Next, Exhibit A contains a heading for "Water Shares & Rights" that sets forth columns seeking the "Name," "# of Shares," "Certificate No.," and "Registered Owner." Our review of the redacted copy of Exhibit A indicates that it is designed for recording information about real property, including both land and water rights, but that it does not call for information relating to any contractual rights assigned to Hillcrest under the REPC. See Salt Lake City Corp. v. Cahoon & Maxfield Irr. Co.,
T 17 Indeed, at the time of the REPC, the Horman Trusts and Hillerest were aware of the Contract with UDOT. Accordingly, even if we considered the rights under the Contract to be "real estate, water rights, [or] water share and property rights," as used in the REPC, the Contract rights should have been listed on Exhibit A, which was intended to be a complete list of "all real estate owned by the Seller," to the best of the Seller's knowledge and belief" Furthermore, Hill-crest has pointed us to no evidence that the Horman Trusts' rights under the Contract were "later discovered to be owned" by the Horman Trusts, thereby allowing them to be included under paragraph 3 of the REPC.
{18 We are also persuaded by the fact that the REPC contains no express language of assignment. While Hillcrest is correct that "[plarties need not follow any particular formalities in making an assignment," there must be some language in the document that indicates an intent to assign the contractual rights. In Hansen v. Green River Group,
19 Next, Hillerest contends that the recitals contained in the REPC create ambiguity concerning the "property rights" conveyed. The first recital states that the "Seller is the fee title owner of certain real estate, water rights, water shares and property rights located in the states of Utah, Nevada and Kentucky (the 'Property') more particularly described on Exhibit A." This language is consistent with the intent to convey "real estate," which Seller can hold as the "fee title owner." While Hillerest relies on the second recital, which explains that the "Seller comprises four successor liquidating trusts ... for the purpose of converting all of the assets of the [Horman Trusts] to cash and distributing the resulting proceeds to the [Horman Trust] beneficiaries," the next paragraph states that "the Property comprises real estate." Likewise, the last recital, which Hillerest also cites in support of its position, indicates that the sale is to "facilitate Seller's desire to convert all remaining real estatе assets to cash and distribute said cash to the beneficiaries of Seller."
[ 20 The right to sue UDOT for the failure to construct the frontage road cannot reasonably be characterized as "real estate" owned "in fee" by the Horman Trusts. Thus, Hill-crest's interpretation of the term "property rights" to include "contractual rights" is not "reasonably supported by the language" of the REPC. As a result, the REPC unambiguously did not assign the rights in the Contract to Hillcrest,. See generally Daines v. Vincent,
B. Standing as a Beneficiary of the SCV Trust
121 Next, Hillerest argues that it has presented a genuine issue of material fact concerning whether it has standing as a beneficiary of the SCV Trust. According to Hillerеst, the Horman Trusts, including the SCV Trust, have been dissolved and Hillerest is entitled to act on its own behalf, as a beneficiary of the SCV Trust, to enforce the Contract. The district court rejected this argument because Hillerest "failed to present sufficient competent evidence that it was a beneficiary of, or successor entity to, the Horman Family Trusts."
6
To review the correctness of this determination, we first consider the legal argument raised by Hill-crest and then assess whether the evidence it advanced in support of that argument created a material issue of disputed fact with respect to standing. See Brown v. Division of Water Rights,
122 Generally, it is the trustee's sole duty to enter into and enforce contracts. on behalf of a trust for its beneficiaries. See, e.g., Davis v. Young,
123 For example, a "beneficiary has the right to bring an action against a third party when the beneficiary's interests are hostile to those of the trustee." Id. at 745. In addition, the Restatement of Trusts explains that "if therе is no trustee, the beneficiary can maintain a suit in equity against the third person, if such suit is necessary to protect the interest of the beneficiary.
7
- Restatement (Second) of Trusts § 282(8) (1959);
8
see also Anderson,
{ 24 Hillerest further argues that the trustees liquidated the Horman Trusts and then distributed all of the assets, including the proceeds from its liquidation efforts, to the beneficiaries. Thus, Hillerest contends that the equitable and beneficial title to all of the Horman Trusts' property, including the Contract rights, have now merged. As a result, Hillerest contends that the beneficiaries can sue directly to protect their interests in that property.
125 "The fundamental nature of a trust is the division of title, with the trustee being the holder of legal title and the benefi-clary that of equitable title" Rawlings v. Rawlings,
26 Thus, if Hillerest now holds both the beneficial and legal interests of the SCV Trust in the Contract, it has standing to enforce it against UDOT. Accordingly, we now proceed to the issue of whether Hillerest
1 27 In addition to relying on the REPC in its opposition to UDOT's summary judgment motion, Hillerest produced deposition testimony from a manager of Hillerest (Manager).
9
Manager indicated that Hillerest "was formed in the late seventies or early eighties" by Charles H. Horman, his wife, and children. He stated that the Horman Trusts were "a joint venture of four separate Trusts and the beneficiaries of those trusts." One of those trusts was the SCV Trust, which included Hillerest as a beneficiary. Manager further explained, "The children of Charles H. Horman, they did not have individual ownership in SCV partnership-or SCV Trust. Their beneficial interest was through Hillcrest Investment Company. And then Hillerest ... their members were the children and ... Charles Horman ... and his wifel,] Katherine." Manager further stated that the Horman Trusts "were Liquidating Trusts and they've now been liquidated and the properties went in different directions." As part of that liquidation, Manager explained that the Remaining Property was conveyed to Hillerest. While Manager did not expressly discuss the rights under the Contract with UDOT, it is fair to infer that upon liquidation of the Horman Trusts, the Contract rights were distributed to the same beneficiary who received the Remaining Property, which is the only real property that could be affected by UDOT's failure to construсt the frontage road. See Orvis v. Johnson,
4 28 During oral argument, UDOT disputed that the Horman Trusts had been liquidated and asked us to take judicial notice of recently filed legal actions involving the trusts. After argument, pursuant to rule 24(J) of the Utah Rules of Appellate Procedure, UDOT submitted copies of two complaints filed in the Third District Court after the Second District Court issued the summary judgment ruling in this case. 10 In the first of those complaints, Civil No. 110919972, Hillerest sued each of the trustees of the Horman Trusts for rescission and breach of contract, based on the ruling by the district court in this action that the Horman Trusts did not convey the Contract rights to Hill-crest. In the second complaint, Civil No. 110920014, Sidney M. Horman, in his capacity as the trustee of the SCV Trust, a party to the Contract, sued UDOT directly for breach of contract and reformation. The complaints are relevant to the ultimate determination of whether the Horman Trusts have been liquidated. However, they are also consistent with Hillerest's response to UDOT's 24(j) letter, which indicates that the complaints were filed to preserve the claims related to UDOT's failure to construct the frontage road in the event that we affirm the district court's decision that Hillerest does not have standing to bring the present action.
129 Neither the evidence provided by UDOT nor Hillerest is sufficient to determine definitively whether Hillerest has standing to proceed. Rather, there are material questions of disputed fact that must be resolved before we can determine whether Hillerest has standing and whether we have jurisdiction over the present dispute. "Because summary judgment is inappropriate when there are disputed issues of material fact[,] ... we ... must reverse the trial court's grant of summary judgment and remand for further proceedings regarding
130 Although the district court concluded that Hillerest did not have standing, it also ruled on the merits of Hillerest's contract claims. However, "this ruling was unnecessary" and "was therefore advisory only, and for that reason, we do not review it." See Braun v. Nevada Chems., Inc.,
CONCLUSION
131 Hillerest has presented evidence that creates a question of material fact as to its standing to sue UDOT for breach of the Contract and unjust enrichment. According ly, we reverse the district court's summary judgment decision to the extent that it concluded that Hillerest did not have standing as a matter of law and remand for further proceedings to resolve the genuine issues of material fact necessary to the resolution of that issue. Because the resolution of whether Hillerest has standing also is determinative of this court's jurisdiction over the matter, we defer consideration of the district court's ruling on Hillerest's substantive claims.
[ 32 Reversed and remanded.
T 33 WE CONCUR: JAMES Z. DAVIS and WILLIAM A. THORNE JR., Judges.
Notes
. Hillcrest does not challenge the district court's decision that it is without subject matter jurisdiction to consider Hillcrest's remaining claims due to Hillerest's failure to file a notice of claim as required by the Governmental Immunity Act of Utah (the GIAU). See Utah Code Ann. § 63G-7-401(2) (2011). Thus, only Hillcrest's breach of contract and unjust enrichment claims are before us on appeаl. See id. § 63G-7-301(1)(b) (providing that actions arising out of contractual rights are not subject to the notice of claim requirement); Houghton v. Department of Health,
. Because this appeal is from a grant of summary judgment, we view "the facts and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving party." Orvis v. Johnson,
. The Legacy Parkway opened in September 2008. See UDOT, Legacy Parkway and Preserve, http://www.udot.utah.gov/main/f?p=100:pg:0:::1: T,V:2182 (last visited Sept. 7, 2012).
. - Other claims raised by Hillcrest in the district court were dismissed and are not at issue in this appeal.
. The copy of Exhibit A in the record is comprised of only one page. For purposes of our analysis we assume that this is a complete copy because it is all that was provided to the district court in opposition to UDOT's summary judgment motion.
. The district court also agreed with UDOT that Hillcrest was required to establish that it was a third-party beneficiary to the Contract to have standing to enforce it against UDOT. However, Hillerest's argument is that it has standing as a direct beneficiary of the SCV Trust, which was a party to the Contract.
. Utah has adopted the Uniform Trust Code which, in its attorney fees provision, refers favorably to the "authority of a beneficiary to bring an action when the trustee fails to take action against a third party" contained in sections 281 and 282 of the Restatement (Second) of Trusts. See Uniform Trust Code § 1004 editors' note; see also Utah Code Ann. § 75-7-1004 (Supp.2012) (Utah's adoption of the Uniform Trust Code attorney fees provision).
. The Restatement of Trusts provides,
(1) Where the trustee could maintain an action at law ... against a third party if the trustee held the property free of trust, the beneficiary cannot maintain a suit in equity ... except ... (2){GI]f the trustee improperly refuses or neglects to bring an action ... [or] (3){i]f the trustee cannot be subjected to the jurisdiction of the court or if there is no trustee ... [and] such suit is necessary to protect the interest of the beneficiary.
Restatement (Second) of Trusts § 282 (1959).
. Although Hillcrest provided the testimony of Manager to support its claim that it is a beneficiary of the SCV Trust and that the Horman Trusts had dissolved, the trust documents are not part of the record.
. Both parties have requested that we take judicial notice of those complaints and, accordingly, we do so. See Utah R. Evid. 201(d) (providing that the court may take judicial notice of an adjudicative fact at any stage of the proceedings).
. We also do not consider Hillcrest's motion, raised for the first time on appeal, to join the Horman Trusts as necessary parties under rules 19, 21, and 24 of the Utah Rules of Civil Procedure. - In support of its assertion that it may raise this motion for the first time on appeal, Hillcrest first cites Cassidy v. Salt Lake County Fire Civil Service Council,