Lee v. Barnes
Annotate this Casepublication in the Pacific Reporter.
IN THE UTAH COURT OF APPEALS
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Dorene Lee and Parley Baker,
Plaintiffs and Appellant,
v.
Dale M. Barnes and Diana Jean Barnes,
Defendants and Appellees.
OPINION
(For Official Publication)
Case No. 980032-CA
F I L E D
April 22, 1999
1999 UT App 126
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First District, Brigham City Department
The Honorable Clint S. Judkins
Attorneys:
Scott L. Wiggins, Salt Lake City,
for Appellant
Jeff R. Thorne, Brigham City, for
Appellees
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Before Judges Wilkins, Bench, and Billings.
BENCH, Judge:
¶1
Appellant asserts that the trial
court erred both in granting appellees' motion for summary judgment and
in denying her own motion for summary judgment. Both appellant and appellees
seek attorney fees under the contract. We affirm and remand to the trial
court for an award of attorney fees appellees have incurred on appeal.
BACKGROUND
¶2
Because this is an appeal from a
grant of summary judgment, we recite the facts in the light most favorable
to the nonmoving party. See Glover v. Boy Scouts of Am.,
923 P.2d 1383, 1384 (Utah 1996).
¶3
In early 1997, Parley Baker (Baker),
on behalf of himself and his business associate, appellant Dorene Lee,
contacted a realtor for the purpose of locating and purchasing land in
Tremonton, Utah. Shortly thereafter, the realtor informed Baker that he
had secured a listing for the sale of approximately 36.6 acres of land
owned by appellees Dale and Diana Barnes. On March 6, 1997, Baker and the
realtor prepared an offer for the purchase of appellees' property by way
of a Real Estate Purchase Contract (the Contract).
¶4
The controversy in this case concerns
the closing date under the Contract. In the section entitled Method of
Payment, the Contract provides for the payment of $20,000 "at closing -
within 90 days." In the section entitled Settlement Deadline, the Contract
provides a specific closing date of "April 30 - 97." Appellant contends
that "April 30 - 97" was only a "target date" for closing. Appellant asserts
that the provision in the Method of Payment section demonstrates that closing
need only to occur "within 90 days."
¶5
On March 7, 1997, the realtor presented
the Contract to appellees. After executing three addenda, the parties reached
a final agreement for the sale of the property. None of these addenda,
nor any other document, ever changed the time requirements included in
the Contract. April 30, 1997 passed, and the sale was not closed.
¶6
On June 18, 1997, appellant met
with Baker and the realtor, purportedly to close the sale. Appellees were
not present, and had in fact told the realtor a few days earlier that they
did not intend to close the sale because the Contract had expired. The
next day, appellant and Baker filed a complaint in district court against
appellees for specific performance and breach of contract. Appellees subsequently
filed a motion for summary judgment arguing that they had no obligation
under the Contract because the closing did not occur on or before April
30, 1997. In response, appellant argued the existence of genuine issues
of material fact as to the intended closing date under the Contract. Appellant
also filed a motion for summary judgment. After a hearing, the trial court
granted appellees' motion for summary judgment, denied appellant's motion
for summary judgment, and dismissed the case with prejudice. This appeal
followed.
STANDARDS OF REVIEW
¶7
A party is entitled to summary judgment
only where there is no genuine issue of material fact and the moving party
is entitled to judgment as a matter of law. See Utah R. Civ. P.
56(c); Clover v. Snowbird Ski Resort, 808 P.2d 1037, 1039 (Utah
1991). "Questions of contract interpretation not requiring resort to extrinsic
evidence are matters of law, and on such questions we accord the trial
court's interpretation no presumption of correctness." Zions First Nat'l
Bank v. National Am. Title Ins. Co., 749 P.2d 651, 653 (Utah 1988).
Whether attorney fees are recoverable is a question of law. See
Selvage v. J.J. Johnson & Assocs., 910 P.2d 1252, 1257 (Utah
Ct. App. 1996).
ANALYSIS
¶8
Appellant argues that the trial
court erred in granting appellees' motion for summary judgment because
the court ignored principles of agency and estoppel, and further ignored
affidavit evidence showing that genuine issues of material fact remained.
Appellees contend that granting summary judgment in their favor was proper,
urging that evidence relating to the issues of agency and estoppel was
inadmissible because the Contract is an integrated and unambiguous document.
We agree with appellees.
¶9
The Contract contains an integration
clause, providing, "[t]his Contract together with its addenda, any attached
exhibits, and Seller Disclosures constitutes the entire Contract between
the parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement." Where a contract
is integrated, "the parol evidence rule 'excludes evidence of terms in
addition to those found in the agreement.'" Hall v. Process Instruments
and Control, 866 P.2d 604, 606 (Utah Ct. App. 1993) (quoting Webb
v. R.O.A. Gen., Inc., 804 P.2d 547, 551 (Utah Ct. App. 1991)),
aff'd,
890 P.2d 1024 (Utah 1995). If a contract is unambiguous, the intentions
of the parties must be determined from the words of the agreement. See
Winegar v. Froerer Corp., 813 P.2d 104, 108 (Utah 1991). "A court
may only consider extrinsic evidence if, after careful consideration, the
contract language is ambiguous or uncertain." Id. (citing Faulkner
v. Farnsworth, 665 P.2d 1292, 1293 (Utah 1983)).
¶10
The unambiguous language of the
Contract designates "April 30 - 97," which was handwritten in the Settlement
Deadline section, as the closing date. The provision appellant relies upon,
"at closing - within 90 days," which was handwritten in the Method of Payment
section, relates only to the terms and timing of payment and does not specify
a closing date. The Contract unambiguously establishes a closing date of
April 30, 1997. Therefore, extrinsic or parol evidence is not admissible
to demonstrate the intentions or knowledge of the parties. See id.
¶11
Contracts "should be read as a whole,
in an attempt to harmonize and give effect to all of the contract provisions."
ELM, Inc. v. M.T. Enters., Inc., 968 P.2d 861, 863 (Utah Ct. App.
1998) (citing Nielsen v. O'Reilly, 848 P.2d 664, 665 (Utah 1992)).
Viewing the Contract as a whole, it is clear that the settlement deadline
thereunder was April 30, 1997, and that "at closing - within 90 days" refers
only to payment terms and timing. To construe the Contract as providing
two different settlement dates (i.e., an April 30, 1997 "target date" for
settlement, and a vague closing date range "within 90 days") is contrary
to the rule of contract interpretation requiring provisions within a contract
to be construed in harmony with each other. See id. If April 30,
1997 was in fact only a "target date," as argued by appellant, then the
drafters of the Contract should have so indicated in the Contract, rather
than simply writing "April 30 - 97" in the clearly labeled Settlement Deadline
section without further comment or explanation. The Contract, as written,
unambiguously required a closing date of April 30, 1997.
¶12
Because we have determined the Contract
unambiguously required a closing date of April 30, 1997, we need not address
appellant's other arguments concerning agency, estoppel, and affidavit
evidence as to the intentions and knowledge of the parties. Addressing
these issues requires consideration of extrinsic evidence, which is impermissible
in light of the integrated and unambiguous Contract. See Hall,
866 P.2d at 606.
¶13
Appellees have prevailed at trial
and on appeal, and they seek an award of attorney fees. The Contract provides
"[i]n the event of litigation or binding arbitration to enforce this Contract,
the prevailing party shall be entitled to costs and reasonable attorney
fees." Appellees requested attorney fees in their answer and in their motion
for summary judgment. However, attorney fees were never mentioned at oral
argument on the summary judgment motions. Furthermore, the Order of Dismissal
With Prejudice, prepared by appellees' attorney, does not include a fee
award. At oral argument before this court, appellees conceded that they
waived their right to attorney fees incurred before this appeal by failing
to properly address the issue to the trial court. However, they assert
that under the Contract they are entitled to fees for successfully defending
this appeal. We agree that appellees are entitled to attorney fees reasonably
incurred on appeal.
CONCLUSION
¶14
The trial court properly granted
appellees' motion for summary judgment because the Contract is an integrated
and unambiguous document that required the transaction to be closed on
or before April 30, 1997, which did not occur. As the prevailing party
on appeal, appellees are entitled to the fees they reasonably incurred
on appeal.
¶15
Affirmed and remanded for an award
of attorney fees appellees reasonably incurred on appeal.
Russell W. Bench, Judge
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¶16
WE CONCUR:
Michael J. Wilkins,
Presiding Judge
Judith M. Billings, Judge
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