MacDonald v. Nielsen, 2007 UT App 124 (Utah App. 4/19/2007)

• Decision Date: 19 April 2007
• Docket Number: Case No. 20060177-CA.
• Citation: 2007 UT App 124
• Parties: Kirkpatrick MacDonald, Plaintiff and Appellee, v. Michael Nielsen, Defendant and Appellant.
• Court: Utah Court of Appeals

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2007 UT App 124 Kirkpatrick MacDonald, Plaintiff and Appellee,
v.
Michael Nielsen, Defendant and Appellant. Case No. 20060177-CA. Court of Appeals of Utah. Filed April 19, 2007. (Not For Official Publication)

Appeal from the Third District, Silver Summit Department, 040500403 The Honorable Bruce C. Lubeck.

David W. Scofield, Salt Lake City, for Appellant.

James S. Lowrie, R.L. Knuth, and Ryan M. Harris, Salt Lake City, for Appellee.

Before Judges Bench, McHugh, and Orme.

MEMORANDUM DECISION

BENCH, Presiding Judge:

Michael Nielsen contends that the trial court erred in granting Kirkpatrick MacDonald's motion for summary judgment. "Because entitlement to summary judgment is a question of law, we accord no deference to the trial court's resolution of the legal issues presented." Harline v. Barker, 912 P.2d 433, 438 (Utah 1996) (quotations and citation omitted). Summary judgment is appropriate "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Utah R. Civ. P. 56(c). "When we review a grant of summary judgment, we view the facts and all reasonable inferences drawn therefrom in the light most favorable to the non-moving party." Hermansen v. Tasulis, 2002 UT 52,¶10, 48 P.3d 235 (quotations and citation omitted).

Nielsen asserts that the disputed contract (the Note) is ambiguous and that we should consider extrinsic evidence to preclude summary judgment.¹ "If the language within the four

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corners of the contract is unambiguous, the parties' intentions are determined from the plain meaning of the contractual language, and the contract may be interpreted as a matter of law." WebBank v. American Gen. Annuity Serv. Corp., 2002 UT 88,¶19, 54 P.3d 1139 (quotations and citation omitted). "A contract provision is ambiguous if it is capable of more than one reasonable interpretation because of uncertain meanings of terms, missing terms, or other facial deficiencies." Winegar v. Froerer Corp., 813 P.2d 104, 108 (Utah 1991) (quotations and citation omitted).

In this case, the financial terms of the Note are clear and unambiguous. The Note specifies a payment of $60,000 to be considered "as a loan to [Nielsen] personally," for "1 year . . . [i]nterest free if paid within a year, 10% if not, for whatever reason." Nielsen contends that the Note's statement that the parties "may eventually recast it in some other manner, depending on how things develop," creates an ambiguity as to the parties' intentions. We disagree. The recasting language in the Note is not ambiguous on its face. The Note clearly states that the parties "may" recast the terms at a later time, and it is undisputed that such recasting never occurred. The parties' inclusion of the recasting...