Wilberg v. Hyatt

• Decision Date: 23 August 2012
• Docket Number: No. 20100781–CA.,20100781–CA.
• Parties: Ross WILBERG and Wes C. Garrett Wilberg, Plaintiffs and Appellants, v. Albert C. HYATT and Clyde Magnuson, Defendants and Appellees.
• Court: Utah Court of Appeals

285 P.3d 1249

715 Utah Adv. Rep. 65

2012 UT App 233

Ross WILBERG and Wes C. Garrett Wilberg, Plaintiffs and Appellants,

v.Albert C. HYATT and Clyde Magnuson, Defendants and Appellees.

No. 20100781–CA.

Court of Appeals of Utah.

Aug. 23, 2012.

Don M. Torgerson and Samuel P. Chiara, Price, for Appellants.

Brant H. Wall, Salt Lake City, for Appellee Clyde Magnuson.

Michael D. Olsen, Castle Dale, for Appellee Albert C. Hyatt.

Before Judges ORME, ROTH, and CHRISTIANSEN.

MEMORANDUM DECISION

ROTH, Judge:

¶ 1 Plaintiffs Ross Wilberg and Wes C. Garrett Wilberg appeal the district court's grant of partial summary judgment against them on their claim for breach of contract as well as the district court's rejection of their claim for unjust enrichment following a bench trial. We affirm in part and reverse and remand in part.

¶ 2 This case arises from a dispute over an alleged oral contract to convey property from Defendant Albert C. Hyatt to his grandsons, the Wilbergs. In particular, the Wilbergs claim that Hyatt promised Ross that he would convey one of his properties, the Rock Canyon Ranch, to the Wilbergs if they regularly worked for Hyatt until his death and if, once Hyatt died, they would take care of Hyatt's son, their uncle, until his death. According to the Wilbergs, over the course of the following decade they “performed [the] duties required by the contract” by “work[ing] almost daily on” and “manag[ing] most of the ... operations” of the Rock Canyon Ranch, “all without compensation.”

¶ 3 The Wilbergs also allege that “in reliance on the [c]ontract, [they] invested money into the [Rock Canyon Ranch] ... including investment of ... resources and labor to install an irrigation system ... for which [they] ha[ve] not been compensated or reimbursed.” Specifically, Ross was eligible to receive a limited amount of federal funding in his lifetime that could be used for the installation of qualified irrigation systems. He used a portion of his federal funding to pay for the materials for an irrigation system that was installed on the Rock Canyon Ranch, including the pivot sprinkler and pipe. ¹ The Wilbergs also contributed their labor to install the irrigation system on the Rock Canyon Ranch and to install a similar irrigation system on another property owned by Hyatt, the Clawson Ranch.²

¶ 4 Hyatt later sold the Rock Canyon Ranch to Defendant Clyde Magnuson. The Wilbergs filed a lien against the Rock Canyon Ranch for the materials and labor they contributed to install the irrigation systems on the Rock Canyon Ranch and the Clawson Ranch. The Wilbergs also sued both Hyatt and Magnuson. Against Hyatt they claimed, among other things, breach of contract and unjust enrichment. The Wilbergs also alleged other claims against Magnuson, which claims were contingent upon proving their breach of contract claim against Hyatt; essentially, the Wilbergs asserted that their claim to the Rock Canyon Ranch was superior to Magnuson's because Hyatt had made an enforceable contract to convey the property to the Wilbergs. The district court ultimately granted partial summary judgment to Hyatt on the Wilbergs' breach of contract claim, which also effectively disposed of all the claims the Wilbergs had brought against Magnuson. Later, the district court also rejected the Wilbergs' unjust enrichment claim against Hyatt following a bench trial. The Wilbergs appeal. ³

I. Partial Summary Judgment

¶ 5 On appeal, the Wilbergs challenge the district court's grant of partial summary judgment on their breach of contract claim on two bases. First, the Wilbergs argue that the district court erred in concluding that there were no genuine issues of material fact as to the existence of an enforceable oral contract under the part performance exception to the statute of frauds. Second, the Wilbergs argue that Hyatt's and Magnuson's summary judgment moving papers were inadequate under rule 7 of the Utah Rules of Civil Procedure. We address each of these arguments in turn.

A. Part Performance

¶ 6 The Wilbergs first challenge the district court's grant of partial summary judgment on the basis that “there [was] not ... any genuine issue of material fact to be resolved.” See generallyUtah R. Civ. P. 56(c) (providing that summary judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law”).

¶ 7 Typically, the statute of frauds prohibits the enforcement of oral contracts for the conveyance of property. SeeUtah Code Ann. § 25–5–1 (2007) (“No estate or interest in real property ... shall be created, granted, assigned, surrendered or declared otherwise than ... by deed or conveyance in writing subscribed by the party creating, granting, assigning, surrendering or declaring the same....”). “However, the doctrine of part performance allows a court of equity to enforce an oral agreement, if it has been partially performed....” Martin v. Scholl, 678 P.2d 274, 275 (Utah 1983). The part performance doctrine requires that “the oral contract and its terms must be clear and definite” and that the “acts done in performance of the contract must be equally clear and definite” and “must be [done] in reliance on the contract.” Id. at 275 (internal quotation marks omitted) (explaining that the acts done in reliance on the contract must be such that “they would not have been performed had the contract not existed” and “the failure to perform on the part of the promisor would result in fraud on the performer who relied, since damages would be inadequate” (internal quotation marks omitted)). Stated more plainly, “the acts of part performance must be exclusively referable to the contract,” Bradshaw v. McBride, 649 P.2d 74, 79 (Utah 1982) (emphasis added), meaning that “[t]he performance must be one that is in some degree evidential of the existence of a contract and not readily explainable on any other ground,” Martin, 678 P.2d at 275 (internal quotation marks omitted). Exclusively referable acts are required because “ ‘the equitable doctrine of part performance is based on estoppel and unless the acts of part performance are exclusively referable to the contract, there is nothing to show that the [person claiming the existence of an oral contract] relied on it or changed his position to his prejudice.’ ” Martin, 678 P.2d at 277 (quoting In re Roth's Estate, 2 Utah 2d 40, 269 P.2d 278, 281 (1954)).

¶ 8 However, the requirements of the part performance doctrine are malleable in that strong proof of one requirement may somewhat diminish the strength of the showing needed for another requirement. If the existence of the contract is undisputed or is not directly challenged, or “[i]f the contract has great clarity and definiteness, there may be no need for [acts performed in] reliance which [are] exclusively referable to the contract, so long as performance fulfills the terms” of the contract. Randall v. Tracy Collins Trust Co., 6 Utah 2d 18, 305 P.2d 480, 484 (1956) (citing Van Natta v. Heywood, 57 Utah 376, 195 P. 192 (1920); Brinton v. Van Cott, 8 Utah 480, 33 P. 218 (1893)); see also id. (stating that the requirements of part performance are deemed satisfied in cases where “the oral contract ... was explicit, and the terms [of the contract] were performed”); Martin, 678 P.2d at 277 (explaining that “where the contract is admitted or [where there are] strong independent acts which prove the contract exists, the requirement of exclusively referable acts has been relaxed” (citing Van Natta, 57 Utah 376, 195 P. 192;Brinton, 8 Utah 480, 33 P. 218)). In contrast, if the existence of the contract is disputed or is not clearly established, “the necessity of showing acts of [reliance] which [a]re exclusively referable to the [contract is] vital.” Martin, 678 P.2d at 279 (“[T]he fact [s] ... might be viewed as sufficient reliance had there been an admission of an oral agreement ... or independent acts pointing to such an agreement,” but where the “existence of an oral contract” was “vigorously disputed” and could only be established based on “disputed testimony,” “the necessity of showing acts of [reliance] which were exclusively referable to the claimed agreement [was] vital.”); Price v. Lloyd, 31 Utah 86, 86 P. 767, 770–72 (1906) (reasoning that where the existence of the contract was disputed, there was sufficient evidence to establish the existence of the contract, but the evidence was insufficient to establish “the necessary and most essential allegation” that the plaintiff performed acts in reliance on the contract that were exclusively referable to the contract).

¶ 9 Ultimately, the part performance exception to the statute of frauds must be proved by clear and convincing evidence. See Van Natta, 195 P. at 194 (requiring “proof [that] is positive, clear, and convincing” to prove part performance); see also Martin, 678 P.2d at 275–77 (detailing the high evidentiary standard required to prove part performance). Indeed, no matter how the standard for part performance is set forth, “the strong, acts-oriented evidentiary standard is constant.” Martin, 678 P.2d at 275.

¶ 10 In response to Hyatt's motion for summary judgment, the Wilbergs argued that there were genuine issues of material fact as to whether they could prove the existence of an enforceable oral contract under the part performance doctrine. See generally Orvis v. Johnson, 2008 UT 2, ¶¶ 13–19, 177 P.3d 600 (explaining that when the party moving for summary judgment is challenging a claim for which the nonmoving party will bear the burden of proof at trial, the movant must show that there are no genuine issues of material fact, and the burden then shifts to the nonmoving party who must set forth specific facts showing that there is a genuine issue of material fact for trial). The district court...