R.O.A. Gen. Inc. v. Salt Lake City Corp.

• Docket Number: 20210029-CA
• Decision Date: 15 December 2022
• Citation: 525 P.3d 100
• Parties: R.O.A. GENERAL INC., Appellee, v. SALT LAKE CITY CORPORATION, Appellant.
• Court: Utah Court of Appeals

525 P.3d 100

R.O.A. GENERAL INC., Appellee,

v.SALT LAKE CITY CORPORATION, Appellant.

No. 20210029-CA

Court of Appeals of Utah.

Filed December 15, 2022

Rehearing Denied March 13, 2023

Samantha J. Slark, Attorney for Appellant

Leslie Van Frank, Salt Lake City, and Bradley M. Strassberg, Attorneys for Appellee

Justice Jill M. Pohlman authored this Opinion, in which Judges Michele M. Christiansen Forster and Ryan M. Harris concurred.¹

Opinion

POHLMAN, Justice:

¶1 This appeal is the latest skirmish in a long-running dispute over a billboard. Although the billboard has been demolished since this dispute originally began, R.O.A. General Inc., the billboard's owner, brought this inverse condemnation action, seeking just compensation based on Salt Lake City Corporation's (the City) decision to deny its request to relocate the billboard. The City moved for summary judgment, arguing that the billboard does not qualify for compensation under the relevant statute. The district court denied the City's motion, determining that the City could not assert its statutory arguments. The City appeals the denial of its motion. We agree with the City that the court erred in its summary judgment decision, but we decline the City's invitation to order that judgment be entered in its favor, and we remand for further proceedings.

BACKGROUND

¶2 In this matter, R.O.A. General is the successor to Outfront Media LLC fka CBS Outdoor (collectively, CBS).² In 2014, CBS owned a billboard located at 726 West South Temple, Salt Lake City, Utah. The billboard was located on land owned by Corner Property LC and leased to CBS. After Corner Property decided to terminate the lease but before CBS had vacated the property, CBS submitted an application to the City to relocate the billboard under Utah Code section 72-7-510.5 (the Title 72 application). Specifically, CBS wanted permission to relocate the billboard to 738 West South Temple and to raise its height from 86 feet to 116 feet. Shortly after submitting that request, CBS demolished its billboard in accordance with Corner Property's notice to vacate the property.

¶3 In a letter dated December 4, 2014, the City denied the Title 72 application. CBS unsuccessfully challenged that decision on administrative and judicial review. At the time it denied the Title 72 application, the City acknowledged that the billboard had been demolished, and it stated, "If CBS prefers to modify its application to either (a) bank the billboard credits ... or (b) request to relocate the sign under Utah Code section 10-9a-511(3)(c)(i), please submit the appropriate modified request." (Cleaned up.) The City also reserved the right to "condemn the sign under Utah Code section 10-9a-513(2)." (Cleaned up.) The City sent a second letter on December 18, 2014. In that letter, the City again stated, "[I]f CBS prefers to modify its application to either bank its billboard credits ... or request to relocate the sign under Utah Code section 10-9a-511(3)(c)(i), the City will consider a modified request." (Cleaned up.) Neither letter mentioned that the demolition of the billboard might impact the subsequent application the City invited. In contemporaneous staff reports, the City acknowledged its discretion to deny applications to relocate a billboard "as long as it [is] willing to pay the property owner compensation" under Utah Code section 10-9a-513(2).

¶4 In September 2015, CBS modified its relocation request (the Section 511 request) to conform to Utah Code section 10-9a-511(3)(c)(i). In so doing, CBS stated that it was "accept[ing] the invitation the City extended to modify the application to request relocation." Meanwhile, Corner Property filed a competing request to relocate a billboard to 726 West South Temple. The City could not grant both CBS's and Corner Property's requests, however, because the proposed relocations were too close to each other under the relevant statutory spacing requirements.³ The City then approved Corner Property's relocation request but denied CBS's Section 511 request.

¶5 CBS appealed the City's denial of the Section 511 request, and the case made its way to the Utah Supreme Court. See Outfront Media, LLC v. Salt Lake City Corp. , 2017 UT 74, 416 P.3d 389. CBS advanced three arguments before the supreme court. First, it argued that "the decision to deny its request was illegal because Mayor Becker did not obtain the approval of the city council before making that decision." Id. ¶ 13. Second, CBS argued that the "City's billboard ordinance prohibited the City from denying CBS's request to relocate." Id. ¶ 14. And third, CBS argued that "Mayor Becker's decision to deny CBS's request and approve Corner Property's was arbitrary and capricious because, in CBS's view," the mayor acted "according to an unwritten policy to reduce the number of billboards in the city." Id. ¶ 15.

¶6 The supreme court upheld the denial of the Section 511 request, concluding that the City's decision was not arbitrary, capricious, or illegal. Id. ¶ 46. In so doing, the court explained generally that Utah Code section 10-9a-513 gave "the municipality the option of permitting the relocation, or denying it and paying just compensation." Id. ¶ 37 ; see also id. ¶ 39 ("[T]he Billboard Relocation Statute expressly permits the City to deny such requests, so long as it pays just compensation."). But the court did not state that the City was obligated to pay CBS compensation under the circumstances of this particular dispute. See id. ¶¶ 37–39. Further, in a footnote, the court observed that CBS had torn down its billboard before filing the Section 511 request and that by "invit[ing] CBS to ‘modify’ its application to relocate ... to conform to [ section 10-9a-511 ]," the City had "treated CBS's request to relocate as if it was filed while the billboard was still in existence." Id. ¶ 7 n.2. But the court ultimately did "not decide whether CBS was technically entitled to file such a request after taking down its billboard." Id.

¶7 In 2019, CBS filed the present action against the City, seeking inverse condemnation and arguing that the City's denial of its relocation request required the City to provide just compensation. CBS also sought a declaratory judgment that "the City is estopped from, or has previously waived, raising its new position ... and that the City is required to compensate [CBS] pursuant to the terms of Utah Code section 10-9a-513."

¶8 The City moved for summary judgment on CBS's claim for compensation. It asserted that CBS could not meet section 10-9a-513 ’s requirements and that CBS's claim for compensation therefore should be dismissed. In particular, the City argued that because CBS demolished its billboard before seeking relocation under section 10-9a-511, CBS did not have an existing billboard to relocate and could not meet a precondition to compensation. The City also claimed that CBS was untimely in initiating the relocation process under the statutory scheme given that CBS had focused on appealing the denial of the Title 72 application rather than modifying its request to conform to section 10-9a-511. The City added that CBS's relocation request failed because the requested location was too close to another potential billboard. The City's motion did not mention CBS's declaratory judgment claim or CBS's estoppel and waiver theories.

¶9 CBS opposed summary judgment, asserting that the City's proposed grounds for summary judgment were unfounded. But CBS's opposition memorandum largely focused on asserting that the City's grounds amounted to "a completely different basis for its denial of [CBS's] relocation application" and that, in CBS's view, the City's "post-hoc reasons for denial [were] precluded by ... judicial estoppel, equitable estoppel, and res judicata" or had been waived. CBS also claimed that the City had acknowledged that CBS's billboard qualified for just compensation under section 10-9a-513, a claim the City disputed. The City further disagreed that its arguments were precluded by any doctrine.

¶10 After hearing oral argument, the district court issued a written memorandum decision and order in which it denied the City's motion for summary judgment, stating it was "not well taken." The court set forth certain undisputed facts and quoted the introduction of the Utah Supreme Court's Outfront Media opinion. It understood the "factual background" of the present case to mean that "there is no dispute that ... CBS qualified for compensation," and it interpreted the supreme court's opinion as having determined that the City's denial of CBS's relocation application "required compensation." The court also concluded, "None of the reasons now argued by the City in this Motion was ever provided as a basis for denying CBS's relocation application. Accordingly, the City is estoppe[d] from relying on new reasons to reject CBS's relocation application in an effort to avoid paying just compensation." It did not otherwise address the merits of the City's statutory grounds for summary judgment.

¶11 The parties later stipulated that the value of the billboard was $325,000 and jointly moved to vacate trial on the issue. The City also did not oppose the entry of judgment in favor of CBS, but it reserved its right to appeal the court's memorandum decision and order and the issue of whether the City is liable to pay just compensation for the denial of the permit.

¶12 Thereafter, the district court entered a final order and judgment, stating that CBS "is entitled to just compensation for [the] City's denial of a permit to construct a billboard at 738 W South Temple." The court thus entered judgment in favor of CBS for $325,000, which represented the just compensation. The City now appeals.

ISSUE AND STANDARD OF REVIEW

¶13 On appeal, the City challenges the district court's decision on the City's motion for summary judgment. Summary judgment is properly granted "if the moving party shows that there is no genuine dispute as to any material fact...