Prinsburg State Bank v. Abundo
| Decision Date | 28 December 2012 |
| Docket Number | No. 20110755.,20110755. |
| Citation | 724 Utah Adv. Rep. 50,296 P.3d 709 |
| Parties | PRINSBURG STATE BANK, Plaintiff and Petitioner, v. Roland E. ABUNDO; Lindsay T. Atwood; Robert Thurston; Donald W. Baker; Jeffrey Gold; Knighton Optical, Inc.; and Alpine Vision, Inc., Defendants and Respondents. |
| Court | Utah Supreme Court |
OPINION TEXT STARTS HERE
Brad C. Smith, Samuel A. Hood, Ogden, for petitioner.
Blake D. Miller, Joel T. Zenger, Salt Lake City, for respondents.
On Certiorari to the Utah Court of Appeals
INTRODUCTION
¶ 1 This case requires us to consider whether a party who has stipulated to the resolution of its claims may subsequently challenge that resolution on appeal. In this case, after the district court denied all but one of Prinsburg State Bank's (Prinsburg's) claims on summary judgment, the parties stipulated to the resolution of each of the issues they had presented to the court. Specifically, the parties stipulated to a list of statements that were consistent with the district court's findings and conclusions, and additionally to a statement that resolved the remaining claim in favor of the defendants. Accepting the parties' stipulations, the court resolved this case by summarily denying all of Prinsburg's claims. When Prinsburg appealed, the court of appeals declined to consider Prinsburg's arguments, concluding that the parties' stipulations unambiguously resolved the case and precluded appellate review.1 We affirm, but on alternative grounds. We conclude that, because Prinsburg stipulated to the district court's resolution of this case, it is estopped from challenging that resolution on appeal.
¶ 2 In 1998 and 1999, Alpine Vision entered into two loan agreements with First Security Bank. Alpine Vision secured the loans with its collateral. Additionally, several individuals (Guarantors) each executed personal guarantees for the loans. Each guarantee states that the Guarantor agrees to pay Prinsburg's “costs and expenses, including reasonable attorneys' fees ... incurred in connection with the enforcement of this Guaranty.”
¶ 3 In 2001, Knighton Optical purchased the remaining interest in Alpine Vision. In 2005, Knighton Optical defaulted on the loans. By that time, First Security Bank's successor in interest, Prinsburg, held the loans. Prinsburg initiated a lawsuit against the Guarantors to recover the balance. Prinsburg then sold the collateral, but did not apply the proceeds of the sale to the outstanding balance of the loans.
¶ 4 Before the district court, the Guarantors argued that the Utah Uniform Commercial Code (UCC) governed the sale of the collateral, and that Prinsburg's sale of the collateral failed to comply with the UCC. Both parties moved for summary judgment. The district court denied Prinsburg's motion and granted the Guarantors' motion in part.
¶ 5 In its initial ruling, the court concluded that Article 9 of the UCC governs this case. Further, the court concluded that Prinsburg violated the UCC when it failed to notify the Guarantors of the sale, failed to conduct a commercially reasonable sale, and failed to apply the proceeds of the sale to the remaining balance of the loan. But the court left one issue unresolved, finding that genuine issues of material fact precluded summary judgment on the issue of whether the sale was commercially reasonable. Accordingly, the court did not determine which party was the prevailing party entitled to attorney fees under the reciprocal attorney fees statute.2
¶ 6 The parties then entered into an agreement entitled “Stipulated Findings of Fact and Conclusions of Law” (Stipulations). By their terms, the Stipulations “resolve this matter in its entirety in favor of [the Guarantors] with the exception of a determination of the amount of reasonable attorney fees and costs to be awarded [to the Guarantors] as the prevailing party.” The Stipulations then list several statements, each of which is consistent with the district court's findings. Notably, the Stipulations state that the UCC governed Prinsburg's sale of the collateral, and that Prinsburg violated the UCC when it failed to notify the Guarantors of the sale, failed to conduct a commercially reasonable sale, and failed to apply the proceeds of the sale to the remaining balance of the loan. Further, the Stipulations state that Prinsburg's sale “was not conducted in a commercially reasonable manner.” Finally, the Stipulations state that the Guarantors are the prevailing party and that they are entitled to recover their attorney fees and costs.
¶ 7 After the parties filed the Stipulations, the district court entered an amended final judgment, which Prinsburg drafted. The judgment simply states that “[j]udgment is denied on all of [Prinsburg's] claims.” The judgment also awards attorney fees to the Guarantors as the prevailing parties under the terms of their guarantees.
¶ 8 Prinsburg appealed to the court of appeals and reasserted many of the arguments it had presented to the district court. But the court of appeals concluded that the Stipulations precluded appellate review of the issues. 3 Specifically, the court stated that “Prinsburg failed to preserve these issues for appeal when it stipulated to their resolution and did not subsequently ask the district court to limit or modify the judgment resulting therefrom.” 4 The court noted that “the parties unambiguously stipulated to the factual resolution of the sole issue that survived summary judgment, and their written stipulation expressly stated that it ‘resolved this matter in its entirety in favor of’ the Guarantors.” 5 Further, the court noted that “[i]f Prinsburg believed that the judgment of complete dismissal exceeded the scope of the parties' agreement, it should have sought relief from the judgment in the district court ... pursuant to rule 59 or 60 of the Utah Rules of Civil Procedure.” 6
¶ 9 Prinsburg then filed a petition for writ of certiorari, in which it asked us to review only the court of appeals' conclusion regarding preservation. We granted the petition on the following single issue: “Whether the court of appeals erred in holding [Prinsburg] did not preserve for appeal any of the issues it raised on appeal.” But in its brief to us, Prinsburg raises many additional issues relating to the merits of the claims it presented to the district court: (1) whether the district court erred in granting summary judgment in favor of the Guarantors, (2) whether the district court erred in concluding that the UCC governs this case, and (3) whether the Guarantors waived an impairment of collateral defense. The Guarantors ask us to award them the fees and costs they have “incurred on appeal.” We have jurisdiction pursuant to section 78A–3–102(3)(a) of the Utah Code.
¶ 10 7 Further, a district court's decision to enforce a stipulation is reviewed for an abuse of discretion. 8
¶ 11 First, we consider whether the court of appeals erred in concluding that Prinsburg's claims were unpreserved and in declining to reach their merits. Second, we consider whether the Guarantors are entitled to recover the fees and costs they incurred on appeal.
¶ 12 The court of appeals declined to address Prinsburg's arguments, concluding that Prinsburg “failed to preserve these issues for appeal when it stipulated to their resolution and did not subsequently ask the district court to limit or modify the judgment resulting therefrom.” 9 Prinsburg argues that the court of appeals erred in declining to reach the merits of its claims. Specifically, Prinsburg argues that “none of the parties understood or believed that the [Stipulations] precluded any appeal of the trial court's decision on summary judgment,” and that both parties “acknowledged” to the court of appeals that this was their understanding. Instead, Prinsburg contends that although “[t]he parties may have employed somewhat artless language,” the purpose of the Stipulations was to “advance the case for review, not to preclude review.” We conclude that the Stipulations achieved the opposite result and ultimately preclude appellate review.
¶ 13 “A stipulation is an admission which may not be disregarded or set aside at will.” 10 Generally, stipulations are binding on the parties and the court.11 Thus, a stipulation entered into by the parties and accepted by the court “acts as an estoppel upon the parties thereto and is conclusive of all matters necessarily included in the stipulation.” 12 A party who stipulates to a court's actions “may not ... complain about them on appeal.” 13 Indeed, we have held that when parties, “instead of assembling witnesses and putting on their proofs, reduce their respective rights and priorities to writing and stipulate that a decree may be entered in conformity thereto, such contract if lawful has ... all the binding effect of findings of fact and conclusions of law made by the court.” 14 Further, while “[a] court may modify its findings, ... it cannot change or modify a contract of the parties.” 15
¶ 14 Thus, when a court adopts a stipulation of the parties, the issues to which the parties have stipulated become “settled” and “not reserved for future consideration.” 16 Accordingly, “there is an institutional hesitancy to relieve a party from a stipulation negotiated and entered into with the advice of counsel.” 17 Under “certain conditions,” however, a court may exercise its discretion to set aside a stipulation.18 ...
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