Martella v. Gunnison Dairy

----ooOoo----

Robin Martella,
Plaintiff and Appellant,

v.

Gunnison Dairy Partnership, a Utah general partnership;
John P. Bartholomew; Charles H. Peterson;
Douglas Bjerregaard; Lawrence Jensen; Bonnie A. Nay;
Paul F. Dyreng; Gene R. Yardley; Mary T. Yardley; L. Grover Childs;
Keith Jensen; A. Eugene Jensen; Waldo Beck; Gene Hyatt;
Reid C. Knudsen; Nedra Stewart; Henry D. Malmgran;
Bernard M. Sorenson; Gunnison Valley Development Corp.,
a former Utah corporation; and John Does I through XX,
Defendants and Appellees.

MEMORANDUM DECISION
(Not For Official Publication)

Case No. 20000294-CA

F I L E D
April 19, 2001 2001 UT App 127 -----

Sixth District, Manti Department
The Honorable David Mower

Attorneys:
Terry L. Wade, St. George, for Appellant
Ken Chamberlain, Richfield, for Appellees

-----

Before Judges Greenwood, Bench, and Orme.

GREENWOOD, Presiding Judge:

Robin Martella appeals the trial court's grant of summary judgment to defendants (collectively Gunnison Dairy) and the denial of his cross motion for summary judgment. The trial court found the parties entered into an unambiguous but unenforceable contract. We affirm in part, reverse in part, and remand for further proceedings.

The dispositive issue is whether the trial court correctly determined that the contract was unambiguous. "Determining whether a contract is ambiguous presents a threshold question of law, which we review for correctness." Interwest Constr. v. Palmer, 923 P.2d 1350, 1358 (Utah 1996); see also Little Caesar Enters., Inc. v. Bell Canyon Shopping Ctr., 2000 UT App 291,¶10, 13 P.3d 600. "If a contract is unambiguous, a trial court may interpret the contract as a matter of law." Interwest Constr., 923 P.2d at 1358-59.

The dispute arises from the interpretation of the fifth provision of Addendum No. 1, which states: "Price does not include feed on hand. Value to be negotiated at the time of closing." The term "feed on hand" is not referenced in any other part of the contract. Both parties argue the contract is unambiguous, but interpret the disputed provision differently, both as to what constituted "feed on hand" and whether Martella was required to purchase it as a condition of the contract. The trial court ruled that the "feed on hand" was part of what was to be sold under the contract and that no price was fixed, but would be negotiated. The trial court ruled that this portion of the contract was an agreement to agree and, therefore, was unenforceable.

We disagree and hold, as a matter of law, that the contract is ambiguous as "it is capable of more than one reasonable interpretation." Id. at 1359. When a contract provision is ambiguous, a trial "court may consider extrinsic evidence to determine its meaning. . . . [This process] presents questions of fact for the trier of fact." Id. In the present case, both parties presented evidence supporting their differing interpretations of the contract, clearly creating disputed issues of material fact. Thus, summary judgment for either party in the present case was improper. See Utah R. Civ. P. 56(c).

We, therefore, reverse the decision of the trial court granting summary judgment to Gunnison Dairy and affirm the trial court's denial of Martella's motion for summary judgment.

Because genuine issues of material fact exist as to the interpretation of the contract, we remand these issues to the trial court.(1)
 
 
 

______________________________
Pamela T. Greenwood,
Presiding Judge -----

WE CONCUR:
 
 
 

______________________________
Russell W. Bench, Judge
 
 
 

______________________________
Gregory K. Orme, Judge

1. Because we reverse the trial court for the reasons stated above, we do not address Martella's remaining arguments.