Skypark Airport Ass'n, LLC v. Jensen

• Decision Date: 19 September 2013
• Docket Number: No. 20110648–CA.,20110648–CA.
• Citation: 743 Utah Adv. Rep. 29,311 P.3d 575
• Parties: SKYPARK AIRPORT ASSOCIATION, LLC; J.R. Property Management, LLC; SLH, LLC; Taylor Air, LLC; Tim Corbitt; and Cindy Corbitt, Plaintiffs and Appellees, v. Jay JENSEN and Eleanor Jensen, Defendants and Appellants.
• Court: Utah Court of Appeals

311 P.3d 575

743 Utah Adv. Rep. 29

SKYPARK AIRPORT ASSOCIATION, LLC; J.R. Property Management, LLC; SLH, LLC; Taylor Air, LLC; Tim Corbitt; and Cindy Corbitt, Plaintiffs and Appellees,

v.Jay JENSEN and Eleanor Jensen, Defendants and Appellants.

No. 20110648–CA.

Court of Appeals of Utah.

Sept. 19, 2013.

Jerrald D. Conder, for Appellants.

Jeffrey L. Silvestrini, Edward T. Vasquez, and Justin D. Hatch, for Appellees.

Judges JAMES Z. DAVIS authored this Opinion, in which Judges GREGORY K. ORME and CAROLYN B. McHUGH concurred.

DAVIS, Judge:

¶ 1 Defendants challenge various rulings made by the trial court in the course of litigation between Defendants and Skypark Airport Association, LLC (SAA).¹ We affirm.

BACKGROUND

¶ 2 In 1979, Skypark Development (the Developer) owned an airport (the Airport) and an industrial park (Skypark) in Woods Cross, Utah. At that time, the Developer executed and recorded a document titled Declarations of Covenants, Conditions and Restrictions of Skypark Industrial Park (the 1979 Declaration), which gave the Skypark lot owners access to the Airport subject to various covenants, conditions, and restrictions (CCRs). Paragraph IV of the 1979 Declaration provided, “No Building Site or Lot within Skypark shall be used for or as an airport or for commercial aviation purposes or to provide airport services, such as those usually associated with a fix-based operation, fuel, sales, maintenance and mechanical services, aircraft sales, leases, charters, flying lessons and related services.”

¶ 3 The 1979 Declaration created a management committee (Skypark Landowners Association) to maintain Skypark's common areas, enforce CCRs, and levy assessments against the lot owners as necessary. The 1979 Declaration also granted the Developer, as well as its successors and assigns, the authority to levy and enforce an annual assessment against Skypark lot owners to maintain the Airport facilities outside the perimeter of Skypark.

¶ 4 The 1979 Declaration defined voting rights of the lot owners within the Skypark Landowners Association. Skypark lot owners were classified as Class A members, and the Developer was classified as the sole Class B member. Class A members were entitled to one vote for each lot they owned. The Class B member was entitled to five votes for each lot it owned. The 1979 Declaration provided for Class B membership to be converted to Class A membership when either the total number of Class A votes equaled the total number of Class B votes or ten years had passed since the 1979 Declaration was recorded, whichever came first. The 1979 Declaration stated that it could “be amended in whole or in part at any time by a 2/3rds vote of all the total of the Class A and Class B votes which may be in existence at the time, ... and such Amendment shall be and become effective immediately upon recordation of the same.”

¶ 5 In 1981, the Developer sold the Airport and seventy of eighty-three total Skypark lots to Woods Cross Air Park (Woods Cross). In 1985, Woods Cross unilaterally executed and recorded a Declaration Concerning Airport Operation and Maintenance (the 1985 Declaration), which contained extensive provisions relating to the calculation and levying of assessments by the “Airport Owner,” defined as “the party which at the time concerned is the Owner of the runway which comprises part of the Airport Facilities,” which, at that time, was Woods Cross. The 1985 Declaration also stated,

The provisions of this Declaration are intended to be in lieu of, rather than in addition to, ... (d) Those provisions of the [1979] Declaration which provide for the “Developer's” ... assessment of Lots in Skypark Industrial Park, a subdivision, for purposes of paying or defraying various costs associated with the Airport Facilities. One of the purposes of this Declaration is to increase, beyond the number contemplated by the [1979] Declaration, the number of parties participating in costs associated with the Airport Facilities.... [The] rights, powers, and responsibilities of the “Developer” (as distinguished from the “Association”) under the [1979] Declaration as are related to the provisions referred to in the foregoing item (d), shall henceforth and at all times be the rights, powers, and responsibilities of the Airport Owner.

¶ 6 Skypark Airport, Inc. purchased the Airport from Woods Cross in 1987, “subject to ‘matters of record’ as well as specifically to the [1985 Declaration].” In 1996, SAA purchased the Airport from Skypark Airport, “subject to ‘all covenants, conditions, restrictions, easements, rights-of-way and reservations of record or discoverable by inspection.’ ” Between 1997 and 2001, Defendants paid assessments to SAA.

¶ 7 In 1997, the owners of several Skypark lots consolidated and subdivided their lots into a planned unit development called Skypark Hangars East. Skypark Hangars East was subject to a declaration (the 1997 Declaration), which, like the 1979 Declaration, contained CCRs restricting commercial operations in the development, including “selling aviation fuel, motor fuel, and jet fuel.” An Amended Declaration for Skypark Hangars East (the 1999 Declaration), which was executed by Defendants, was recorded in 1999. The 1999 Declaration also restricted commercial activity, including “fuel sales,” and clarified that the lot owners of units in Skypark Hangars East also remained subject to the 1979 Declaration.

¶ 8 SAA has sold fuel in Skypark since 1999. In September 2002, Defendants began selling fuel in Skypark Hangars East. SAA brought suit against Defendants to enforce the fuel sales restrictions in the 1979, 1997, and 1999 Declarations.

¶ 9 In 2006, the parties filed cross-motions for partial summary judgment. The trial court granted SAA's motion, in part, by declaring that SAA was the successor to the Developer and entitled to enforce the 1979 Declaration “subject to other defenses yet to be resolved.” The trial court denied the remainder of SAA's motion for partial summary judgment as well as Defendants' motion for partial summary judgment because it concluded that there were disputed factual issues that precluded summary judgment.

¶ 10 In 2008, SAA filed a second motion for partial summary judgment on the enforceability of the 1985 Declaration. The trial court granted that motion, concluding that the 1985 Declaration was a validly executed amendment to the 1979 Declaration. However, the trial court clarified that its “ruling should not be read as concluding that the 1979 and 1985 Declarations are valid and enforceable for all purposes” because “Defendants [had] raised other defenses, including abandonment and waiver,” which were ultimately reserved for the jury's consideration.

¶ 11 In May 2009, the trial court held a pretrial conference at which it informed the parties that it intended to bifurcate the trial so that the trial court, rather than the jury, would consider the issues of “fees, amount of assessments and wrongful lien.” Defendants filed a motion requesting that the trial court reconsider the ruling and permit the jury to hear the wrongful lien issue, but the trial court denied their motion. A couple of weeks later, a jury trial was held, and the jury determined that SAA had not waived, abandoned, or acquiesced its right to enforce the 1979 Declaration, as amended by the 1985 Declaration. In August 2009, the trial court rejected Defendants' wrongful lien claims as a matter of law in light of the jury's determination that the 1979 and 1985 Declarations remained enforceable. Defendants appeal.

ISSUES AND STANDARDS OF REVIEW

¶ 12 Defendants assert that the trial court erred in granting partial summary judgment in favor of SAA on the issue of whether it was a successor to the Developer and in denying Defendants' partial summary judgment motion based on its determination that disputed factual issues precluded summary judgment. They also argue that the trial court erred in granting SAA's second motion for partial summary judgment on the issue of whether the 1985 Declaration was a validly executed amendment. Summary judgment may be granted where “there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law.” Utah R. Civ. P. 56(c). “An appellate court reviews a trial court's legal conclusions and ultimate grant or denial of summary judgment for correctness and views the facts and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving party.” Bingham v. Roosevelt City Corp., 2010 UT 37, ¶ 10, 235 P.3d 730 (citation and internal quotation marks omitted).

¶ 13 Defendants also assert that they were denied their right to a jury trial on the wrongful lien issue when the trial court bifurcated the trial.

Whether there is a right to a jury trial is a question of law that we review for correctness. However, “[i]t is the prerogative of the judge who actually tries the case to make the determination” of whether an issue is “one in equity or one in law wherein the party can insist on a jury as a matter of right.” Thus, “[u]nless it is shown that the ruling [determining the equitable or legal nature of the issue] was patently in error or an abuse of discretion, this court will not interfere with the ruling thereon.”

Kenny v. Rich, 2008 UT App 209, ¶ 21, 186 P.3d 989 (alterations in original) (quoting Corbet v. Cox, 30 Utah 2d 361, 517 P.2d 1318, 1320 (1974)) (additional citations and internal quotation marks omitted).

ANALYSIS

I. The Trial Court Did Not Err in Granting SAA's First Motion for Partial Summary Judgment.

¶ 14 Defendants first challenge the trial court's February 7, 2007 grant of partial summary judgment to SAA. The trial court determined that SAA

is the successor to the Developer as used in the 1979 Declaration and ... that, subject to other defenses yet to be resolved in this matter, SAA is entitled to enforce the 1979 Declaration both as to the use restrictions and as to the...