Syme v. Symphony Grp. LLC
| Decision Date | 08 November 2018 |
| Docket Number | No. 20170531-CA,20170531-CA |
| Citation | 437 P.3d 576 |
| Parties | Al SYME and Martha Syme, Appellants, v. SYMPHONY GROUP LLC, Appellee. |
| Court | Utah Court of Appeals |
Richard H. Reeve, Attorney for Appellants
Robert E. Mansfield and Megan E. Garrett, Salt Lake City, Attorneys for Appellee
Opinion
¶ 1 Al and Martha Syme met with Symphony Group LLC to discuss the construction of a custom home. The parties signed a contract, but the Symes cancelled it before construction began. Symphony, however, retained the Symes’ earnest money and construction deposits. The Symes sued to recover both deposits, and Symphony moved for summary judgment, which the district court granted. The Symes appeal. We affirm in part, reverse in part, and remand for further proceedings.
¶ 2 In the spring of 2015, the Symes met with representatives of Symphony about the construction of a new, custom home in Layton, Utah. The parties signed a written contract (the Agreement) on June 1, which set forth the basic details of the house Symphony was to construct, including its location, price, and floor plan. Some of the details, such as the color and type of brick, countertops, and floor coverings, were left to be selected in future meetings. The Agreement also set forth the obligations of each party and provided for specific remedies in the event of a breach.
¶ 3 As part of the house’s purchase price, the Symes agreed to pay Symphony an earnest money deposit of $2,000 (the Earnest Money) and a construction deposit of $43,000 or $48,000 (the Construction Deposit).2 The Symes delivered the Earnest Money to Symphony when they signed the Agreement. They delivered a $48,000 Construction Deposit to Symphony at a subsequent "Structural Review Meeting."3
¶ 4 Regarding the house’s financing, the Agreement required the Symes "to receive written evidence of loan pre-approval within ten (10) days from" Symphony’s acceptance of the Agreement, "or such longer period as [Symphony], in its sole discretion may allow." The same provision stated that if the Symes failed "timely to provide such loan approval to [Symphony]," then Symphony could elect to terminate the Agreement. If Symphony elected to terminate the Agreement under this provision, the Agreement required Symphony to return the Earnest Money to the Symes unless they were in default.4
¶ 5 Another provision in the Agreement required the Symes to deliver to Symphony a loan pre-approval letter "prior to or at" the "Color Selection Meeting"—a meeting the Symes were required to attend at Symphony’s "reasonable request." If the Symes failed to deliver the loan pre-approval letter as required by this provision, Symphony could, "in its sole and reasonable discretion," deem the Symes "in default" and enforce its remedies "as allowed by [the] Agreement and Utah law, including but not limited to, [Symphony’s] retention of [the] Earnest Money and Construction Deposit."
¶ 6 The Color Selection Meeting never took place. According to the Symes, they "waited in vain" for Symphony to "follow through on [the Color Selection Meeting]" or "request [the pre-approval letter]."
¶ 7 Before construction started or any other meetings were held, the Symes sent a letter to Symphony through their attorney purporting to cancel the Agreement. The Symes conceded in the letter that they would have to forfeit their $2,000 Earnest Money but requested the return of their Construction Deposit. Because the Symes did not deliver the pre-approval letter and "failed to finalize other preconstruction selections at the Color Selection Meeting," Symphony refused to return the Construction Deposit.
¶ 8 The Symes brought suit for the return of the Earnest Money and Construction Deposit, seeking a declaration that no contract existed and, alternatively, seeking damages for breach of contract and breach of the implied covenant of good faith and fair dealing. Symphony moved for summary judgment on each claim.
¶ 9 The district court granted Symphony’s motion. It concluded that there was an enforceable contract between the parties and determined that the Symes would be unable to prove their breach of contract claim because the Symes themselves breached the Agreement by failing to provide the pre-approval letter "within 10 days of acceptance of the contract." The court reasoned that "[e]ven if the [Color Selection Meeting] never took place, [the Symes] were still required by the contract to provide the pre-approval letter." The court also concluded that the Symes would be unable to prove their implied covenant of good faith and fair dealing claim. At the heart of that claim was the Symes’ contention that the liquidated damages clause Symphony relied on to retain the Earnest Money and Construction Deposit was unconscionable. The court concluded that "expert testimony would be required" to establish unconscionability and that the Symes would be unable to prove their claim because they had conceded they "would be precluded from offering expert testimony at trial."5 Thus, the court entered final judgment in favor of Symphony. The Symes timely appeal.
¶ 10 The Symes’ arguments on appeal all flow from the district court’s summary judgment decision. Summary judgment is appropriate "if the moving party shows that there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law." Utah R. Civ. P. 56(a). "An appellate court reviews a district 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." ZB, NA v. Crapo , 2017 UT 12, ¶ 11, 394 P.3d 338 (quotation simplified).
¶ 11 The Symes first contend that the district court erred in granting summary judgment to Symphony on their claim for declaratory relief because there were disputed facts material to the question of whether a contract was formed. In support, they make three related arguments: first, that the Agreement is too indefinite to be enforced; second, that the parties never intended the Agreement to be the final agreement; and finally, that the Agreement is ambiguous. We address each argument in turn.
¶ 12 The Symes assert that the Agreement is too indefinite to be an enforceable contract because it is "silent as to much of the work that [was] to be performed by Symphony." Without specifying "exterior materials," "interior finishes," and the "types of countertops, cabinets, shingles, lighting fixtures, or appliances" that were to be used in the construction of their house, the Symes assert that the Agreement "cannot be performed."
¶ 13 "Whether a contract exists between parties is ordinarily a question of law ...." Cea v. Hoffman , 2012 UT App 101, ¶ 9, 276 P.3d 1178. "A binding contract exists where it can be shown that the parties had a meeting of the minds as to the integral features of the agreement and that the terms are sufficiently definite as to be capable of being enforced." ACC Capital Corp. v. Ace West Foam Inc. , 2018 UT App 36, ¶ 12, 420 P.3d 44 (quotation simplified). "A contract may be enforced even though some contract terms may be missing or left to be agreed upon, but if the essential terms are so 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 (quotation simplified).
¶ 14 Here, the Agreement is capable of being enforced because it includes all the essential terms of a valid contract. The Agreement was signed by both the Symes and Symphony, it listed the specific price of the property and the address, and it set forth additional terms regarding the work and the parties’ relationship and respective obligations. While some contract terms, such as the color of the countertops and other materials selections, were "left to be agreed upon," see id. (quotation simplified), this fact does not demonstrate that there was no meeting of the minds on the contract’s essential terms. Rather, the parties expressly contemplated that additional selections would be made, and they agreed on the process for making those selections.6 Thus, the Agreement includes sufficient detail as to be "capable of being enforced," and the district court did not err in concluding there was a valid contract. See ACC Capital , 2018 UT App 36, ¶ 12, 420 P.3d 44 (quotation simplified).
¶ 15 The Symes relatedly argue that the Agreement "was not intended, by itself, to be a final contract between the parties" and that the district court failed to recognize the existence of a factual dispute about the parties’ intentions. In support, they again highlight that the Agreement contemplated future meetings and they refer to unsigned documents, such as additional exhibits and design addenda that, once completed, would "finalize the contract between the Symes and Symphony." Anticipating these future meetings and documents, the Symes assert that they "did not intend for the [Agreement] to serve as the contract with Symphony and considered themselves as being still engaged in the contract formation process." We are not persuaded.
¶ 16 The Symes’ arguments regarding the parties’ intentions largely rehash their argument that the contract was too indefinite to be enforced and needed more details. See supra Part I.A. As explained, the parties agreed to the "essential terms" of the Agreement, and the anticipation of future meetings to select finishes does not demonstrate that the parties did not intend the Agreement to be enforceable. The Agreement set forth the parties’ obligations and their remedies in the event of a breach. That the parties anticipated future activities as set forth in the Agreement does...
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