Fritsche v. Deer Valley Ridge at Silver Lake Ass'n of Unit Owners
| Decision Date | 21 January 2022 |
| Docket Number | 20200411-CA |
| Citation | 504 P.3d 761 |
| Parties | Deborah J. FRITSCHE and R. Winslow White, Appellants and Cross-appellees, v. DEER VALLEY RIDGE AT SILVER LAKE ASSOCIATION OF UNIT OWNERS and Alpine Ski Properties Inc., Appellees and Cross-appellants. |
| Court | Utah Court of Appeals |
Troy L. Booher, Beth E. Kennedy, Salt Lake City, and Taylor Webb, Attorneys for Appellants and Cross-appellees
John H. Romney, Daniel E. Young, Salt Lake City, and Rick L. Frimmer, San Diego, CA, Attorneys for Appellees and Cross-appellants Deer Valley Ridge at Silver Lake Association of Unit Owners
Opinion
¶1 This case started when a misplaced sprinkler allegedly caused a few thousand dollars in damages to a Park City condominium. The condominium was owned by a trust, and the trust later sued its condominium association for damages stemming from the incident. In its suit, the trust not only asked for the costs of the repairs, but also for "punitive damages and attorney fees and costs" that "may exceed $300,000."
¶2 The parties initially settled out of court. But when the condominium association asked the district court to enforce the settlement agreement, the trust argued that the agreement was unenforceable. The court rejected that argument and ruled that the agreement was enforceable. When the condominium association then asked the court to award it attorney fees, the court denied that request too.
¶3 Both sides now appeal. For the reasons set forth below, we affirm both rulings.
¶4 Deborah J. Fritsche and R. Winslow White (the Trustees) are the trustees of the Deb & Win Trust (the Trust). The Trust owns a condominium unit in the Deer Valley Ridge at Silver Lake condominium project. As a unit owner, the Trust is a member of the condominium project's Association of Unit Owners (the Association). For many years, one of the Trustees (either Fritsche or White) served, by election of the unit owners, on the Association's management committee. The management committee was a subset of unit owners authorized "to make and to enforce all of the reasonable rules and regulations covering the operation and maintenance of the [condominium project]."
¶5 The Association hired a property management company, Alpine Ski Properties (Alpine), to maintain common areas. In 2019, the Trust sued the Association and Alpine, alleging that the Association and Alpine were responsible for damage to the Trust's condominium stemming from a misplaced sprinkler. The Trust claimed $4,100 in actual damages, and it also claimed that it was entitled to punitive damages, attorney fees, and costs that "may exceed $300,000."
¶6 In response, the Association filed a motion to dismiss, which Alpine joined. The Association also filed a motion for rule 11 sanctions. See Utah R. Civ. P. 11(c). In the rule 11 motion, the Association argued that the Trustees "and their attorney should be sanctioned under Rule 11" because the Trust had asserted "punitive damages in an amount nearly one hundred (100) times the asserted actual damages."
¶7 The district court scheduled oral argument on the motion to dismiss and the motion for sanctions. On the morning of the scheduled argument, counsel for the Trust (Trust Counsel) and counsel for the Association (Association Counsel) exchanged emails. In those emails, Association Counsel made a settlement offer. Under this proposed settlement, the Association and Alpine would each make a payment to the Trust—without admitting liability—to help cover repair costs. In return, the Trust would dismiss the "entirety" of its claims against the Association and Alpine. Under the proposed settlement, the Trustees would also agree to never seek "election to, or otherwise serve[ ] on, the Management Committee for so long as they own any Unit" in the condominium project (the Management Provision).
¶8 Association Counsel confirmed that Alpine was "making the same offer on the same terms." Trust Counsel then sent an email "confirm[ing] the settlement." In that email, Trust Counsel also included additional terms about additional repairs that the Trustees wanted. Five minutes later, Trust Counsel sent another email, simply stating: "Modified to allow for payment in 30 days from today."
¶9 At the hearing later that day, Association Counsel informed the court that the parties had "settled this matter about 30 minutes" earlier. The court asked whether it should "put anything at all on the record" or whether the parties were "just going to do it all in writing." Association Counsel and counsel for Alpine both said that the parties would "do it in writing." About one week later, Association Counsel sent a draft settlement agreement (Draft Agreement) to Trust Counsel.
¶10 A few days later, Trust Counsel filed a motion to withdraw as counsel for the Trust. Trust Counsel never responded to Association Counsel, and neither party signed any version of the Draft Agreement.
¶11 The Association objected to Trust Counsel's motion to withdraw and filed a contemporaneous motion to enforce the settlement agreement. The Association attached to this motion both the Draft Agreement and the email exchange between Trust Counsel and Association Counsel.
¶12 The following week, Fritsche hand-delivered a letter to the court. There, Fritsche said that the Trustees "did not agree to" the Draft Agreement. She wrote that the Trust had "no counsel" and that it was "searching for new counsel." The letter concluded by informing the court that the Trust needed "additional time to obtain counsel" to oppose the motion to enforce. A short time later, Trust Counsel filed a one-paragraph objection to the motion to enforce.
¶13 A few months after that, the Trust filed an amended opposition to the motion to enforce through new counsel (New Counsel). In the amended opposition, the Trust argued that there was no settlement agreement between the parties because "there was no meeting of the minds." The Trust claimed that the email exchange between Trust Counsel and Association Counsel showed that the parties "each proposed multiple different terms and those terms continued to change over time." The Trust further argued that because the parties agreed that their agreement would be reduced to writing, and because no written agreement was ever signed, the emails could not be considered a settlement agreement.
¶14 In the alternative, the Trust argued that, even if there was "a meeting of the minds," the agreement was "unenforceable under the statute of frauds." According to the Trust, the Management Provision required the Trust to "surrender an interest in or power over or concerning real property." See Utah Code Ann. § 25-5-1 (LexisNexis 2019). For this reason, the Trust argued that the statute of frauds required Trust Counsel to obtain written authorization from the Trust to enter into that settlement agreement. The Trust then claimed that Trust Counsel lacked written authorization to enter into the settlement agreement and that it was accordingly unenforceable. But, notably, the Trust didn't support this lack-of-authorization claim with any affidavits or evidence.
¶15 The court later heard argument about whether a settlement agreement existed and, if so, whether the agreement was enforceable under the statute of frauds. Association Counsel began by arguing that the emails exchanged between him and Trust Counsel, as well as their subsequent representations to the court, collectively showed that there was a "definitive settlement." Association Counsel also argued that the Management Provision did not implicate an "interest in real property" and therefore was not subject to the statute of frauds.
¶16 For his part, New Counsel reiterated the Trust's arguments that (i) there was no meeting of the minds, and (ii) the agreement was unenforceable under the statute of frauds because Trust Counsel did not have written authorization from the Trust to surrender the right to participate on the management committee. New Counsel also argued that Trust Counsel did not act "in good faith" and "was actually self-dealing" because settling the matter would have allowed Trust Counsel to avoid a ruling on the rule 11 motion.
¶17 When arguments concluded, the district court ruled "that the emails between the parties in this case do constitute a binding settlement agreement between the parties." The court further held that it was "of no legal consequence" that the parties failed to sign the Draft Agreement because "[i]f a written agreement is intended to memorialize an oral agreement, a subsequent failure to execute a written document does not nullify the oral contract." The court also ruled that "if there [was] a statute of frauds defense," the Trust "waived [it] through counsel's emails, through the parties’ actions, and through oral representation at the court hearing."
¶18 In sum, the court held that the parties had reached an enforceable settlement agreement and that the terms of that agreement were the terms included in the email exchange between Trust Counsel and Association Counsel—including the Management Provision.
¶19 The Trust later filed a rule 60(b) motion asking for relief from the court's order granting the motion to enforce. See Utah R. Civ. P. 60 (). There, the Trust asked the court to "reform the Settlement Agreement to provide relief from" the "Management Provision pursuant to Rule 60(b)(6) of the Utah Rules of Civil Procedure." See id. R. 60(b)(6) ().1
¶20 In its motion, the Trust claimed that the Trustees had "expressly informed" Trust Counsel that the Trust "would not agree" to the Management Provision. The Trust also informed the court...
To continue reading
Request your trial
-
Widdison v. Widdison
...need not reach those questions. See, e.g. , Fritsche v. Deer Valley Ridge at Silver Lake Ass'n of Unit Owners , 2022 UT App 11, ¶ 58 n.6, 504 P.3d 761 ("If the merits of a claim can easily be resolved in favor of the party asserting that the claim was not preserved, we readily may opt to do......