Opinion
20220644-CA
12-21-2023
Richman & Richman LLC, Appellant, v. Roby Redmond and Lee Ann Redmond, Appellees.
John A. Snow and Sarah Jenkins Dewey, Attorneys for Appellant Stephen P. Horvat, Attorney for Appellees
Third District Court, West Jordan Department The Honorable James D. Gardner No. 189911602
John A. Snow and Sarah Jenkins Dewey, Attorneys for Appellant
Stephen P. Horvat, Attorney for Appellees
Judge David N. Mortensen authored this Opinion, in which Judges Michele M. Christiansen Forster and Amy J. Oliver concurred.
OPINION
MORTENSEN, JUDGE.
¶1 When Donald Redmond died, significant disputes arose between his sons and his widow concerning the ownership of Donald's business and assets. Two actions-a contract action and a probate action-followed. Ultimately, both cases were settled. A law firm, Richman and Richman LLC (the Firm), initially represented only one son, but it later also represented the estate in the probate action and, the Firm argues, also represented the widow individually. When fees allegedly went unpaid, the Firm sued one son and the widow. After a bench trial, the district court ruled that the Firm had failed to prove its case. The Firm now appeals, and we affirm.
Because many individuals share the same last names, we refer to individuals by their first names.
BACKGROUND
¶2 In November 2007, Donald died intestate, leaving behind his wife, Lee Ann Redmond, and two sons, Roby and Dony Redmond. At the time of his death, Donald owned an excavation and trucking company. In addition to the company, Donald owned motorcycles, snowmobiles, trailers, antique vehicles, and other items. Before the legal proceedings described below, Lee Ann had no experience with the legal system. Roby's experience was limited to a straightforward divorce. Lee Ann signed a power of attorney granting Roby authority to act on her behalf in legal matters.
The Civil and Probate Actions
¶3 In 2011, a dispute arose between the two brothers, and Dony filed a lawsuit (the Civil Action) against both Roby and Lee Ann over the excavation company and other items owned by Donald. Roby and Lee Ann met with the Firm for advice on the matter. Due to a potential conflict of interest, the Firm recommended the two obtain separate counsel. Roby hired the Firm, and Lee Ann engaged Richard Dibblee to represent her in the Civil Action. In October 2011, Roby signed an engagement agreement prepared by the Firm, which described the scope of engagement as "all Redmond corp [sic] matters of any nature vs Dony Redmond."
¶4 Roby and Lee Ann met together with their attorneys to discuss a litigation strategy, which included commencing a probate proceeding (the Probate Action) to protect Lee Ann's interest in Donald's estate (the Estate). In November 2011, Lee Ann initiated the Probate Action with Dibblee representing her in her role as personal representative of the Estate.
¶5 Notice of Appearance. In early 2014, Dibblee's health began to decline, so the Firm entered an appearance as co-counsel with Dibblee in the Probate Action on March 7, 2014. The notice of appearance (the Notice) stated that the Firm was appearing "on behalf of Lee Ann Redmond and in her capacity as Personal Representative." The caption also stated, "NOTICE OF ENTRY OF APPEARANCE (On Behalf of Lee Ann Redmond Personal Representative)." And finally, the signature block identified the Firm as "Co-counsel for Lee Ann Redmond Personal Representative."
¶6 Conflict Waiver. That same day, Roby and Lee Ann each signed a conflict of interest waiver (the Waiver) with the Firm. The Waiver stated that the agreement to waive any conflict of interest was between Roby, "Lee Ann Redmond and as Personal Representative of [the Estate]," and the Firm. The recitals section of the Waiver acknowledged that "[c]ounsel for Lee Ann Redmond as Personal Representative of [the Estate] is Richard C. Dibblee." The Waiver then stated that Lee Ann requested that the Firm enter an appearance as co-counsel "on behalf of Lee Ann Redmond and in her capacity as Personal Representative of [the Estate]." The agreement section stated, "[Roby and Lee Ann] do hereby waive now and in the future any actual and/or potential conflict of interest which may exist or be created by Attorneys assuming duties and responsibilities as co-counsel with Richard C. Dibblee on behalf of Lee Ann Redmond and as Personal Representative of [the Estate] in [the Probate Action] . . . and continuing to represent the interest of Roby Redmond in [the Civil Action]."
¶7 Contract. In May 2014, the Firm prepared an attorney-client fee contract (the Contract), which stated that it was "entered into by and between LEE ANN REDMOND ('Client') and RICHMAN & RICHMAN, LLC ('Attorney')" to represent her in the Probate Action. The signature block listed "LEE ANN REDMOND 'Client,'" however, Lee Ann never signed it. The Firm gave the Contract to Roby and maintains that he assured them Lee Ann had signed it and that he would return it to them.
Roby, who held Lee Ann's power of attorney, did not sign the Contract either.
¶8 Acknowledgment. In November 2014, the Firm sent Lee Ann a letter acknowledging (the Acknowledgment) its representation of the Estate in the Probate Action. Addressing Lee Ann, the Acknowledgement stated, "If you are in agreement with [the Firm] representing [the Estate] and you as Personal Representative as co-counsel with Mr. Richard C. Dibblee in all matters as needed in [the Probate Action], please endorse this letter and return it immediately." Lee Ann signed the Acknowledgement above the signature block that stated "LEE ANN REDMOND Personal Representative of the [Estate]."
¶9 In November 2016, the parties signed a memorandum of understanding (the MOU) dividing up Donald's antique vehicles and acknowledging that all other items belonged to the Estate. Lee Ann signed the MOU on behalf of the Estate, and an attorney for the Firm signed it as "Attorney for the Estate." Shortly after, the Firm prepared the filings to close the Estate, which its attorney filed as "Attorney for Estate." In April 2017, the probate court entered a decree of final discharge for the Estate, including discharging Lee Ann as personal representative. The Firm did not seek any of the fees it now requests in the Probate Action. Following the conclusion of the Probate Action, in April 2017, a final settlement agreement involving Roby, Lee Ann, Dony, and others concluded the Civil Action.
The Firm's Services
¶10 The Firm asserts that after its appearance in the Probate Action due to the declining health of Dibblee, it "took on the lion's share of the work" in both the Probate Action and Civil Action. In April 2016, Dibblee passed away. The Firm continued as Lee Ann's counsel in the Probate Action for another year.
The Collection Action
¶11 Although payments on the Firm's fees were made for some time after the conclusion of the litigation, eventually those payments ceased. In July 2018, the Firm filed the present lawsuit against both Lee Ann and Roby. The Firm sought $238,037.99 in allegedly unpaid fees, stating claims for both breach of contract and unjust enrichment. The Firm argued that while all fees incurred in the Civil Action were paid in full, nearly all the fees incurred in the Probate Action for Lee Ann remained outstanding.
¶12 The district court held a three-day bench trial, after which the court issued its Findings of Fact and Conclusions of Law. The court found that the Firm failed to meet its burden of proof on any of the claims.
The Firm's claims against Roby are not at issue in this appeal, and we therefore will not address the district court's findings regarding them.
¶13 Concerning the Firm's representation of Lee Ann, the district court found that the Firm failed to meet its burden of proof that Lee Ann ever signed the Contract. The court further found that Lee Ann signed the Acknowledgment as a personal representative of the Estate and that it "was either the only written engagement agreement between Lee Ann and [the Firm] or it was acknowledgment of an oral agreement that [the Firm] was engaged to represent Lee Ann in her capacity as the personal representative in the Probate Action." The court determined that the Waiver, Contract, and Notice in the Probate Action did not reflect an intent that the Firm would represent Lee Ann as both an individual and as the personal representative of the Estate. The court found that "at best" the documents were ambiguous and that a strict reading of the conjunctive "and" in the phrase "on behalf of Lee Ann Redmond and in her capacity as personal representative" repeatedly used in the documents was nonsensical grammatically. (Emphasis added.) After determining that the documents were ambiguous and weighing the evidence, the court concluded that the Firm represented Lee Ann only as a personal representative of the Estate in the Probate Action. The court further found that the Firm could have sought all the remaining fees in the Probate Action and that a failure to do so had nothing to do with "any representation or conduct from" Lee Ann or Roby nor any promises from them "of payment in order to prevent or impede [the Firm] from seeking" the fees.
¶14 Importantly, the court acknowledged that the Firm argued that its claim for fees was not subject to dismissal because Lee Ann benefitted from its services individually, as an heir to the Estate. However, the court found that "all [the Firm's] legal services were provided to the [Estate] and Lee Ann as personal representative." (Emphasis added.) While the court recognized that it was possible that Lee Ann benefitted from the services as an heir, it found that there was "no credible evidence of legal services provided to her solely as an individual or that [the Firm] entered into an agreement to represent Lee Ann in her individual capacity as an heir."
¶15 Finally, the court determined that Roby made no guarantee or undertook any obligation to pay the Firm's fees for services provided in the Probate Action to the Estate, to Lee Ann as its representative, or to Lee Ann personally. And the court found that "[e]ven if [the Firm] believed that it was providing legal services to Lee Ann individually and that it had an agreement with Lee Ann to pay for legal services provided to the [Estate] and her as personal representative if such payment in full was not made from the [Estate] prior to distribution, . . . such belief was not based on any written agreement or a preponderance of proof of any oral agreement."
¶16 Based on these findings, the court concluded that Utah Code sections 75-3-1005 and 75-3-1006 barred the Firm's claims against Lee Ann individually and as personal representative of the Estate, even if Lee Ann and Roby directly or indirectly benefited from the Firm's services. The court further concluded that the action was beyond the limitations period under the Utah Uniform Probate Code (Probate Code). See generally Utah Code §§ 75-1-101 to 75-12-118. The court also determined that the Firm's unjust enrichment and promissory estoppel claims failed because the parties had an agreement that Lee Ann would pay the Firm as personal representative, and the Firm failed to properly pursue payment of those fees in probate court. The district court entered its judgment adopting these findings and conclusions and dismissed the Firm's claims against Roby and Lee Ann.
¶17 The Firm appeals.
ISSUES AND STANDARDS OF REVIEW
¶18 The Firm raises three issues on appeal. First, it argues that the district court, by disregarding the ordinary meaning of what the Firm views as contract terms, erred when it found that the Waiver, Contract, and Notice were ambiguous. "The interpretation of a contract is a question of law, which we review for correctness, giving no deference to the ruling of the district court." Salt Lake City Corp. v. Big Ditch Irrigation Co., 2011 UT 33, ¶ 19, 258 P.3d 539; see also McNeil Eng'g & Land Surveying, LLC v. Bennett, 2011 UT App 423, ¶ 7, 268 P.3d 854 ("[T]he determination of whether a contract is facially ambiguous is a question of law, which we review for correctness.").
¶19 Second, the Firm argues that if the Waiver, Contract, and Notice were ambiguous, then the district court erred by not considering parol evidence or giving weight to the acts and conduct of the parties before the dispute arose to resolve ambiguities and give effect to the three documents. "We resolve questions of facial ambiguity in a contract according to the parties' intent, which is a question of fact." McNeil Eng'g, 2011 UT App 423, ¶ 7. To determine the intent of the parties and thereby the meaning of the contract when ambiguity exists, courts may consider extrinsic evidence. See Holladay Bank & Trust v. Gunnison Valley Bank, 2014 UT App 17, ¶ 12, 319 P.3d 747. "If the contract is ambiguous and the district court makes findings regarding the intent of the parties, we will not disturb those findings unless they are clearly erroneous." KB Squared LLC v. Memorial Bldg. LLC, 2019 UT App 61, ¶ 17, 442 P.3d 1168 (cleaned up). "We will affirm the district court's findings if they are based on sufficient evidence, viewing the evidence in the light most favorable to the court's construction." Id. ¶ 22 (cleaned up).
¶20 Finally, the Firm argues that the district court erred in holding that the Firm's claims were time-barred by the Probate Code's limitations period. The Firm argues that its representation of Lee Ann in her personal capacity does not subject its claims to the Probate Code's limitations period. Reviewing "a lower court's decision regarding the application of a statute of limitations . . . is a question of law." In re Hoopiiaina Trust, 2006 UT 53, ¶ 19, 144 P.3d 1129.
ANALYSIS
¶21 The parties ask us to resolve this case by delving into the nuances of contract construction and interpretation; however, that analysis is unnecessary here as more straightforward grounds for resolution are present.
¶22 The Firm would have this court conclude that the Waiver and Notice were not ambiguous-in that the Firm represented Lee Ann as the Estate's personal representative and in her personal capacity-and that the Contract was therefore binding on the parties. Alternatively, the Firm contends that even if these documents were ambiguous, the extrinsic evidence-which it argues the district court ignored-supports the Firm's reading of the Contract that it represented Lee Ann in both capacities. Finally, the Firm argues that the district court erred by holding that the Probate Code barred its claim, specifically asserting that the court misinterpreted the Firm's role in the Probate Action because the Firm also represented Lee Ann as an individual.
¶23 However, even if each of the Firm's arguments were correct, though they very well may not be, this court still does not have sufficient grounds to reverse the district court's decision. This case hinges on whether Lee Ann was personally liable for the services provided by the Firm in the Probate Action. In this regard, the district court made the following factual finding (Finding 26):
[T]he Court finds that all [the Firm's] legal services were provided to the [Estate] and Lee Ann as personal representative. And while it is possible that Lee Ann may have benefitted as an heir, there is no credible evidence of legal services provided to her solely as an individual or that [the Firm] entered into an agreement to represent Lee Ann in her individual capacity as an heir. In other words, [the Firm] failed to show any distinction regarding Lee Ann's individual benefit and the legal services provided to the [Estate] and her in fulfilling her obligations as personal representative of the estate.(Emphases added.)
¶24 The Firm has not challenged Finding 26. Indeed, as the issues identified above highlight, while the Firm has challenged some findings and conclusions of the district court, Finding 26 remains. And Finding 26 is not mentioned or discussed in the Firm's principal or reply briefs. The district court's finding states that "all" the Firm's services were provided to the Estate and Lee Ann as personal representative. If this is true-and because the factual finding goes unchallenged by the Firm, we must assume that the record supports it-then the determinations of what constitutes the contract, whether it was ambiguous, and what the extrinsic evidence demonstrates as the parties' intent are irrelevant.
¶25 Furthermore, The Firm does not argue that the district court incorrectly interpreted the Probate Code to bar claims against a personal representative or a distributee after one year of an estate's closing and property distribution; instead, the Firm argues only that the court misinterpreted the Firm's role in the Probate Action as it also represented Lee Ann as an individual. Thus, the Firm asserts that its claims fall outside the Probate Code's limitations period. But because the Firm does not dispute that "all" of its services were provided to the Estate and Lee Ann as personal representative, the district court was correct that the Probate Code bars the Firm's recovery of any fees from Lee Ann.
¶26 Because the Firm did not challenge Finding 26, we have no basis to reverse, as none of the fees would be recoverable in any event. Because this independent basis of the district court's ruling is unchallenged and dispositive, we must affirm.
¶27 We find instructive the case of Wing v. Still Standing Stable LLC, 2016 UT App 229, 387 P.3d 605, cert. denied, 390 P.3d 722 (Utah 2017), in which a dispute arose over a failed real estate deal, and the losing party appealed the trial court's grant of summary judgment. Id. ¶¶ 2-10. The trial court granted the motion for summary judgment "on the ground that [the party's] damages were caused by its own conduct." Id. ¶ 2. Because the party's brief on appeal failed to address these grounds, our court affirmed the trial court's decision as "our review is confined to the trial court's ruling." Id. ¶ 19. Where a party "fails to address the basis of the district court's ruling, we reject its challenge to that ruling." Id. ¶ 21 (cleaned up); see also Hospital Housekeeping Sys. v. Labor Comm'n, 2023 UT App 90, ¶ 22, 535 P.3d 409 ("Given [the appellant's] failure to challenge the primary basis for the decision at issue, this, alone, provides a basis for rejecting its request for relief."); State v. Bozarth, 2021 UT App 117, ¶ 25, 501 P.3d 116 ("Where an appellant fails to challenge each independent basis for the district court's ruling, we affirm without reaching the merits of the decision.").
¶28 Therefore, with Finding 26 established and unchallenged, we must affirm.
CONCLUSION
¶29 We conclude that the Firm has failed to carry its burden of persuasion on appeal and therefore affirm the decision of the district court.