Okazaki v. Collett

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Okazaki v. Collett, Case No. 20000886-CA, Filed October 18, 2001, 2001 UT App 311 IN THE UTAH COURT OF APPEALS


Kenneth Okazaki,
Plaintiff and Appellant,


Owen M. Collett and Jean L. Collett,
Trustees of the Jean Low Collett Revocable Trust;
Key Bank of Utah; Key Bank National Association;
Edward T. Hayes, Jr.; Blaine G. Gough;
Thomas A. Wolff; and John Does I through X,
Defendants and Appellees.

(Not For Official Publication)

Case No. 20000886-CA

October 18, 2001 2001 UT App 311 -----

Third District, Salt Lake Department
The Honorable J. Dennis Frederick

Thomas R. Blonquist, Salt Lake City, for Appellant
Lawrence E. Corbridge and Christopher G. Jessop, for Appellees -----

Before Judges Jackson, Billings, and Thorne.

JACKSON, Associate Presiding Judge:

Appellant Kenneth A. Okazaki appeals an order granting summary judgment in favor of Appellees and denying his motion for summary judgment. We affirm.

Okazaki asserts the lien he recorded for $53,802.52 in attorney fees against certain property (the Property) owned by Edward T. Hayes, Jr. (the Debtor) survived the bankruptcy proceedings and remains "a valid, enforceable and perfected lien against the Property." The district court concluded the bankruptcy order was "clear and unambiguous and states that the real property in question was surrendered in full satisfaction of Plaintiff's claim," and a stipulation between the parties "constitute[d] an accord and satisfaction of whatever claim and lien . . . Okazaki may have originally had against the real property in question." We review the district court's determination "'that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law'" for correctness. Rawson v. Conover, 2001 UT 24,¶25, 20 P.3d 876 (quoting Utah R. Civ. P. 56(c)).

"'An accord and satisfaction arises when the parties to a contract agree that a different performance, to be made in substitution of the performance originally agreed upon, will discharge the obligation created under the original agreement.'" ProMax Dev. Corp. v. Raile, 2000 UT 4,¶20, 998 P.2d 254 (quoting Golden Key Realty, Inc. v. Mantas, 699 P.2d 730, 732 (Utah 1985)). A party asserting accord and satisfaction must prove three elements: "(1) an unliquidated claim or a bona fide dispute over the amount due; (2) a payment offered as full settlement of the entire dispute; and (3) an acceptance of the payment as full settlement of the dispute." Id.

Here, when the Debtor filed for bankruptcy, Okazaki filed a claim with the bankruptcy court for the amount of the attorney's lien he had recorded against the Property. Initially, the bankruptcy trustee disputed the claim, arguing that Okazaki had merely asserted an amount but had not provided an itemized description of the charges. Next, Okazaki signed a stipulation on February 24, 1999, agreeing to accept conveyance of title to the Property by quitclaim deed in full satisfaction of the claim. The Debtor tendered a proposed quitclaim deed, as required by the agreement. Finally, the bankruptcy court's March 2, 1999 "Order Confirming Amended Plan, Disallowing Claims, and Allowing Attorney's Fees" confirmed the stipulation. The order states that "[p]ursuant to the stipulation between the parties and a prior order of the Bankruptcy Court, the debtor has surrendered the collateral in full satisfaction of [Okazaki's claim]." Further, Okazaki stated in his brief that "[t]he parties reached an accord and satisfaction as described in the Three Bankruptcy Documents and a final order was entered."

Once the accord has been entered into, "the original duty is suspended," and "[p]erformance of the accord discharges the original duty."(1) Restatement (Second) of Contracts § 281(1)-(2) (1981). Thus, the bankruptcy court's conclusion that the claim was satisfied and Okazaki's assertion that "the parties reached accord and satisfaction" resolve the issue.

Accordingly, we affirm the district court's grant of summary judgment in favor of Appellees and its denial of Okazaki's motion for summary judgment.(2)

Norman H. Jackson,
Associate Presiding Judge -----


Judith M. Billings, Judge

William A. Thorne, Jr., Judge

1. If the obligor, or debtor, breaches the agreement, "the obligee [Okazaki] may enforce either the original duty or any duty under the accord." Restatement (Second) of Contracts § 281(2) (1981). However, if the obligee breaches the agreement, "the original duty is not discharged, but the obligor has a claim for damages for total breach of the accord." Id. § 281 cmt. c. "To avoid imposing on the innocent obligor the burden of proving these damages, specific performance of the accord will be granted unless for some reason that remedy is inappropriate." Id.

2. We have thoroughly considered all other issues raised by Okazaki. His first claim is not relevant, and the other issues were inadequately briefed. We therefore decline to address them further. See State v. Carter, 776 P.2d 886, 888 (Utah 1989); Utah R. App. P. 24(a)(9); cf. Reese v. Reese, 1999 UT 75,¶8, 984 P.2d 987 (holding, to allow supreme court certiorari review, this court must "at the very least identif[y] the basis for refusing to treat an issue").