Nielsen v. Gold's Gym, No. 20010510.
| Court | Utah Supreme Court |
| Writing for the Court | WILKINS, Justice |
| Citation | 2003 UT 37,78 P.3d 600 |
| Decision Date | 16 September 2003 |
| Docket Number | No. 20010510. |
| Parties | James D. NIELSEN, Plaintiff and Appellant, v. GOLD'S GYM and Troy Peterson & Associates, Defendants and Appellees. |
78 P.3d 600
2003 UT 37
v.
GOLD'S GYM and Troy Peterson & Associates, Defendants and Appellees
No. 20010510.
Supreme Court of Utah.
September 16, 2003.
Don R. Petersen and Leslie W. Slaugh, Provo, for plaintiff.
Brian C. Harrison, Provo, for defendants.
WILKINS, Justice:
¶ 1 James Nielsen, owner and lessor of commercial real estate in Spanish Fork, Utah, appeals the trial court's dismissal of his complaint against Troy Peterson, a Gold's Gym manager, for breach of a commercial lease agreement. We affirm.
¶ 2 Peterson signed a standard, pre-printed commercial lease agreement with Nielsen on August 18, 1997. The property in question was described in the lease as a "premises" located at "A Strip Mall at 1341 E Center Spanish Fork, UT," to be used solely as a "Health Club & Gym." The lease term was three years, commencing on November 1, 1997, at an annual rate of $0.85 per square foot.
¶ 3 When the lease was signed by the parties, the building in question was still under construction, and the land was not zoned for a health club. The lease contained an addendum stating, among other things, that the lease was subject to Peterson obtaining a zoning change. The requisite zoning change was obtained in October. After signing the lease, Nielsen referred Peterson to a contractor, who in turn recommended an architect for preparation of interior improvement plans. The contractor prepared an estimate, based on the architectural plans, of approximately $168,000 for tenant improvements to the building shell. After receiving this estimate, Peterson returned to Nielsen to discuss payment for the improvements. The parties failed to reach agreement, no improvements were ever initiated, and Peterson never made any lease payments. After unsuccessfully attempting to re-negotiate with Peterson, Nielsen eventually rented to another tenant and allegedly suffered over $112,000 in damages from the breach.
¶ 4 Nielsen brought suit for breach of contract. At trial, Nielsen testified that he believed the lease obligated him to deliver a building shell. Peterson testified that he believed Nielsen was obligated to pay for tenant improvements and provide a completed building under the lease. Both parties testified that the first discussion about who would pay for tenant improvements did not occur until after the cost estimates were received.
¶ 5 After a bench trial, the trial court ruled that the lease agreement was unenforceable for lack of mutual assent as to the nature and extent of the property to be leased. Specifically, the court ruled that Nielsen failed to establish that there was a meeting of the minds as to which party was to pay for the tenant improvements. Nielsen appeals.
STANDARD OF REVIEW
¶ 6 We review for correctness the trial court's legal conclusion that the contract is ambiguous. Parduhn v. Bennett, 2002 UT 93, ¶ 5, 61 P.3d 982. If a contract is deemed ambiguous, and the trial court allows extrinsic evidence of intent, interpretation of the contract becomes a factual matter and our review is strictly limited. Kimball v. Campbell, 699 P.2d 714, 716 (Utah 1985).
ANALYSIS
¶ 7 The trial court held that the lease agreement in this case is ambiguous because certain essential terms, namely, terms governing the payment for tenant improvements, were missing. A lease agreement, like any contract, "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) (quoting Faulkner v. Farnsworth, 665 P.2d 1292, 1293 (Utah 1983)). When determining whether a contract term is ambiguous, the court is not limited to the contract itself. Peterson v. Sunrider Corp., 2002 UT 43, ¶ 19, 48 P.3d 918; Ward v. Intermountain Farmers Ass'n, 907 P.2d 264, 268 (Utah 1995). Relevant, extrinsic...
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Glacier Land Co. v. Claudia Klawe & Assoc., No. 20050265-CA.
...of contract construction asking whether the parties had a meeting of the minds on the agreed-upon condition.10 See Nielsen v. Gold's Gym, 2003 UT 37, ¶ 11, 78 P.3d 600 ("`[A] meeting of the minds on the integral features of an agreement is essential to the formation of a contract. An agreem......
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Marzano v. Proficio Mortg. Ventures, LLC, No. 12 C 7696.
...Law Dictionary 73 (5th ed. 1979)). Under Utah law, an agreement cannot be enforced if its terms are indefinite. Nielsen v. Gold's Gym, 78 P.3d 600, 602 (Utah 2003) (quoting Richard Barton Enters. v. Tsern, 928 P.2d 368, 373 (Utah 1996)). An agreement may be enforced where some terms are mis......
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Daines v. Vincent, No. 20060838.
...or whether they intended to create a sale or an assignment"); where there are missing terms in a contract, Nielsen v. Gold's Gym, 2003 UT 37, ¶ 14, 78 P.3d 600 (finding ambiguity because a contract was silent as to responsibility for key improvements significant to the agreement); and in th......
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Hone v. Advanced Shoring & Underpinning, Inc., No. 20110256–CA.
...uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract.” Nielsen v. Gold's Gym, 2003 UT 37, ¶ 12, 78 P.3d 600 (citation and internal quotation marks omitted). Specifically, Advanced Shoring contends that the essential terms of any p......
-
Glacier Land Co. v. Claudia Klawe & Assoc., No. 20050265-CA.
...of contract construction asking whether the parties had a meeting of the minds on the agreed-upon condition.10 See Nielsen v. Gold's Gym, 2003 UT 37, ¶ 11, 78 P.3d 600 ("`[A] meeting of the minds on the integral features of an agreement is essential to the formation of a contract. An agreem......
-
Marzano v. Proficio Mortg. Ventures, LLC, No. 12 C 7696.
...Law Dictionary 73 (5th ed. 1979)). Under Utah law, an agreement cannot be enforced if its terms are indefinite. Nielsen v. Gold's Gym, 78 P.3d 600, 602 (Utah 2003) (quoting Richard Barton Enters. v. Tsern, 928 P.2d 368, 373 (Utah 1996)). An agreement may be enforced where some terms are mis......
-
Daines v. Vincent, No. 20060838.
...or whether they intended to create a sale or an assignment"); where there are missing terms in a contract, Nielsen v. Gold's Gym, 2003 UT 37, ¶ 14, 78 P.3d 600 (finding ambiguity because a contract was silent as to responsibility for key improvements significant to the agreement); and in th......
-
Hone v. Advanced Shoring & Underpinning, Inc., No. 20110256–CA.
...uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract.” Nielsen v. Gold's Gym, 2003 UT 37, ¶ 12, 78 P.3d 600 (citation and internal quotation marks omitted). Specifically, Advanced Shoring contends that the essential terms of any p......