Delta Delta Delta v. Theta Phi House Corp.
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IN THE UTAH COURT OF APPEALS ----ooOoo---Delta Delta Delta, an Illinois nonprofit corporation, Plaintiff and Appellee, v. Theta Phi House Corporation of Delta Delta Delta, a Utah nonprofit corporation, Defendant and Appellant. ) ) ) ) ) ) ) ) ) ) ) ) MEMORANDUM DECISION (Not For Official Publication) Case No. 20080366-CA F I L E D (May 21, 2009) 2009 UT App 133 ----Third District, Salt Lake Department, 060912357 The Honorable Anthony B. Quinn Attorneys: George K. Fadel, Bountiful, for Appellant John R. Lund and Murry Warhank, Salt Lake City, for Appellee ----- Before Judges Greenwood, Orme, and Davis. ORME, Judge: Theta Phi House Corporation of Delta Delta Delta (the House Corporation) appeals the trial court's summary judgment ruling. The House Corporation raises several issues on appeal. The underlying theme of its contentions is that the trial court inappropriately granted partial summary judgment to Delta Delta Delta (the National Corporation), thereby ordering the House Corporation "to convey all interests it holds in the [subject] property" to the National Corporation. The House Corporation's amended Articles of Incorporation state: The purposes for which this corporation is organized shall be social, civic and educational and particularly to benefit Theta Phi Chapter of Delta Delta Delta Fraternity [(the local chapter)], and to acquire and hold title to real estate and personal property and provide for the management and use thereof for the sole use and benefit of [the local chapter], all in furtherance of the objects of Delta Delta Delta Fraternity . . . . The Bylaws of the House Corporation provide: Upon inactivation of the chapter, the [H]ouse [C]orporation shall be dissolved and all right, title, and interest in and to any assets held or owned by the [H]ouse [C]orporation or used by it in connection with the performance of its functions automatically shall revert to and become vested in [the National Corporation] and shall be dealt with by [the National Corporation] and the Fraternity in the manner provided for in the respective bylaws of those bodies. Against the backdrop of the stated purpose of the House Corporation "to acquire and hold title to real estate and personal property and provide for the management and use thereof for the sole use and benefit of [the local chapter]," the inactivation of the local chapter is of pivotal significance given the rather clear language of the bylaws that title to the house would vest in the National Corporation "[u]pon inactivation of the [local] chapter." The trial court's consideration of the case was in the context of cross-motions for summary judgment. While questions about the validity of the bylaws were suggested on appeal, the invalidity of the bylaws was not demonstrated below or even called into serious question. In the rubric of summary judgment practice, the House Corporation failed to establish the invalidity of the bylaws in pressing its own motion for summary judgment and failed to properly demonstrate the existence of disputed material facts about the validity of the bylaws in 20080366-CA 2 resisting the National Corporation's motion. See Utah R. Civ. P. 56. We therefore affirm the trial court's ruling.1 ______________________________ Gregory K. Orme, Judge ----WE CONCUR: ______________________________ Pamela T. Greenwood, Presiding Judge ______________________________ James Z. Davis, Judge 1 Other issues raised by the House Corporation on appeal are without merit, and we decline to analyze them in detail. See State v. Carter, 776 P.2d 886, 888 (Utah 1989) ("[T]his Court need not analyze and address in writing each and every argument, issue, or claim raised . . . on appeal. Rather, it is a maxim of appellate review that the nature and extent of an opinion rendered by an appellate court is largely discretionary with that court."). 20080366-CA 3
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