Magelsen v. Farnworth

Magelsen v. Farnworth

IN THE UTAH COURT OF APPEALS
 

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Benjamin R. Magelsen,

Plaintiff and Appellant,

v.

Randy Farnworth and Earl Loftus,
dba Randy's Heating and Air Conditioning, Inc.,

Defendants and Appellees.

MEMORANDUM DECISION
(Not For Official Publication)
 

Case No. 20030320-CA
 

F I L E D
(April 21, 2005)
 

2005 UT App 188

 

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Fourth District, Provo Department

The Honorable Claudia Laycock

Attorneys: Blake T. Ostler, Salt Lake City, for Appellant

Stephen Quesenberry and J. Bryan Quesenberry, Provo, for Appellees

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Before Judges Bench, Jackson, and Thorne.

THORNE, Judge:

    Benjamin R. Magelsen sued Randy Farnworth and Earl Loftus, dba Randy's Heating and Air Conditioning, Inc. (collectively Randy's), for breach of contract arising out of the installation of a heating and air conditioning (HVAC) system in Magelsen's home. Following a bench trial, the trial court entered judgment in favor of Randy's. Magelsen appeals and we affirm.

    Magelsen first challenges the trial court's determination that a written contract between Magelsen and Randy's was not an integrated agreement. "'An agreement is integrated where the parties thereto adopt a writing or writings as the final and complete expression of the agreement.'" Novell, Inc. v. Canopy Group, Inc., 2004 UT App 162,¶10, 92 P.3d 768 (quoting Eie v. St. Benedict's Hosp., 638 P.2d 1190, 1194 (Utah 1981)). However, even though a writing appears to be integrated on its face, a court may still consider any relevant evidence, including parol evidence, to make its initial integration determination. See id. at ¶11.

    Here, the trial court was presented with two conflicting versions of the same written contract. The court properly determined that, at a minimum, parol evidence was necessary to resolve the conflict between the two documents.(1) However, the court was also presented with several other oral and written agreements between the parties pertaining to the HVAC installation. These other agreements occurred both before and after the execution of the written contract, and included an initial proposal and two postcontract change orders. In light of the evidence, the trial court appropriately viewed the written contract as one piece of the parties' ongoing and evolving agreement rather than as the "final and complete expression" of their intent. Id. at ¶10.

    Following a bench trial, the trial court entered judgment awarding damages and attorney fees to Randy's. The trial court entered extensive factual findings in support of this judgment, particularly addressing the intent of the parties as regards their various agreements. Magelsen challenges several of the trial court's factual findings on the intent of the parties.

    "'If a contract is not integrated or is ambiguous and the trial court finds facts regarding the parties' intent based on extrinsic evidence, we will not disturb the findings unless they are clearly erroneous.'" Fairbourn Commercial, Inc. v. American Hous. Partners, Inc., 2003 UT App 98,¶13, 68 P.3d 1038 (quoting Schmidt v. Downs, 775 P.2d 427, 430 (Utah Ct. App. 1989)), aff'd, 2004 UT 54, 94 P.3d 292. To successfully challenge the trial court's factual findings, Magelsen "must marshal all relevant evidence presented at trial which tends to support the findings and demonstrate why the findings are clearly erroneous." Rappleye v. Rappleye, 2004 UT App 290,¶27, 99 P.3d 348 (quotations and citation omitted), cert. denied, 106 P.3d 743 (Utah 2004).

    Magelsen has failed to marshal the evidence in support of the trial court's findings, and accordingly his challenge to those findings must fail. Further, the trial court made specific findings that Magelsen and his witnesses lacked credibility and that Magelsen submitted a fraudulent version of the parties' written contract to the court as evidence. Under these circumstances, we will presume that the trial court's factual findings are correct.

    Magelsen also challenges the trial court's award of damages and attorney fees to Randy's, and its failure to award damages to him. The damages and attorney fees awards are adequately supported and justified by the trial court's factual findings, and Magelsen has presented no legal authority to the contrary. Rather, Magelsen's arguments regarding the awards implicitly attack the trial court's factual findings. As such, these arguments also fail for lack of marshaling. See id.

    The trial court properly determined that the written agreement of the parties was not integrated and made extensive factual findings that support its judgment of damages and attorney fees in favor of Randy's. Accordingly, the judgment of the trial court is affirmed.

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William A. Thorne Jr., Judge

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WE CONCUR:

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Russell W. Bench,

Associate Presiding Judge

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Norman H. Jackson, Judge

1. The court ultimately determined that the written agreement provided by Magelsen was fraudulently created.