Opinion
20210029-CA
12-15-2022
R.O.A. General Inc., Appellee, v. Salt Lake City Corporation, Appellant.
Samantha J. Slark, Attorney for Appellant Leslie Van Frank and Bradley M. Strassberg, Attorneys for Appellee
Third District Court, Salt Lake Department The Honorable Robert P. Faust No. 190902263
Samantha J. Slark, Attorney for Appellant
Leslie Van Frank 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.
Justice Jill M. Pohlman began her work on this case as a member of the Utah Court of Appeals. She became a member of the Utah Supreme Court thereafter and completed her work on the case sitting by special assignment as authorized by law. See generally Utah R. Jud. Admin. 3-108(4).
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). 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.
For simplicity, we will refer to these entities as CBS throughout this opinion.
¶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. The City then approved Corner Property's relocation request but denied CBS's Section 511 request.
"[S]tate law prohibits freeway-oriented billboards from being located within 500 feet of each other, and the two South Temple lots [were] within that spacing restriction." Outfront Media, LLC v. Salt Lake City Corp., 2017 UT 74, ¶ 8, 416 P.3d 389 (citing Utah Code Ann. § 72-7-505(3) (LexisNexis Supp. 2017)).
¶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 and the moving party is entitled to judgment as a matter of law." Utah R. Civ. P. 56(a). "We review a district court's legal conclusions and ultimate grant or denial of summary judgment for correctness." Cochegrus v. Herriman City, 2020 UT 14, ¶ 14, 462 P.3d 357 (cleaned up). We "view[] 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 (cleaned up). Likewise, we will review "a district court's interpretation of case law . . . for correctness." Northgate Village Dev. LC v. Orem City, 2018 UT App 89, ¶ 14, 427 P.3d 391 (cleaned up).
CBS suggests that estoppel is a mixed question of law and fact and that we therefore should give deference to the district court's conclusion that "the City was estopped from raising new arguments." But "[t]he de novo standard of review of summary judgment applies regardless of the nature (fact-intensive or not) of the underlying law governing the parties' rights." Bahr v. Imus, 2011 UT 19, ¶ 16, 250 P.3d 56. Thus, even when a case involves fact-intensive claims, an appellate court will "make its own decision on the correctness of summary judgment, reviewing the same paper record that was before the trial court to decide whether there are genuine issues of material fact and whether the moving party is entitled to judgment as a matter of law." Id. ¶ 17.
ANALYSIS
¶14 The City advances three main arguments on appeal. First, the City contends that the district court erred in determining that Outfront Media, LLC v. Salt Lake City Corp., 2017 UT 74, 416 P.3d 389, resolved the question of whether the Section 511 request qualified for compensation under Utah Code section 10-9a-513. In reaching its determination, the district court did not expressly apply a legal doctrine, but the City surmises that the court applied the doctrine of issue preclusion. On appeal, CBS does not defend the application of that doctrine in this case, but it instead contends that the district court's decision is defensible based on the application of the doctrine of stare decisis.
¶15 Second, the City contends that the district court erred on summary judgment in concluding that the City was estopped from arguing that the Section 511 request does not qualify for compensation under Utah Code section 10-9a-513. CBS defends the court's decision, invoking the doctrines of equitable estoppel, judicial estoppel, and claim preclusion. Applying these alternative theories, CBS asserts that the City cannot now argue (1) that CBS did not meet section 10-9a-513's spacing requirement given that CBS and Corner Property "requested a permit for the same location" and (2) that CBS did not meet section 10-9a-513's relocation requirement given that CBS did not have an existing billboard to relocate.
¶16 Third, the City contends that the district court incorrectly denied its summary judgment motion, asserting that CBS failed to meet the statutory requirements as a matter of law.
¶17 For the reasons set forth below, we ultimately conclude that the district court erred in its summary judgment decision. Specifically, the court erred in concluding that the Utah Supreme Court's decision in Outfront Media considered and resolved the arguments the City raised in this litigation in response to CBS's claim for compensation, and the court erred in concluding, as a matter of law, that the City is estopped from making those arguments. We therefore vacate the court's final judgment and summary judgment order. But we stop short of weighing in on, in the first instance, the merits of the City's statutory arguments, and we remand for further proceedings.
I.
¶18 The City first argues that the district court erred in concluding that the Utah Supreme Court held in Outfront Media that "while the City was allowed to deny [CBS's] relocation application, such denial required compensation." According to the City, the supreme court did not consider or rule on whether a section 511 request "qualifies for compensation where more than one billboard owner requests a permit for essentially the same location and only one permit may issue" or "where the billboard owner has no billboard to relocate at the time the section 511 request is submitted." In contrast, CBS contends that the supreme court "already ruled" that "the City was permitted to deny [CBS's] application as it did, 'so long as it pays just compensation.'" (Quoting Outfront Media, LLC v. Salt Lake City Corp., 2017 UT 74, ¶ 39, 416 P.3d 389.) We agree with the City that the district court erred in its reading of Outfront Media.
¶19 In concluding that Outfront Media resolved the issue of CBS's entitlement to compensation, the district court did not analyze the issue through any particular doctrinal lens. The City suggests that the court applied (albeit wrongfully) the doctrine of issue preclusion. CBS does not defend the application of issue preclusion in this appeal, but it suggests that the doctrine of stare decisis provides an alternative basis upon which to affirm the district court's decision. We conclude that regardless of which doctrine we apply, the district court erred in concluding that the supreme court in Outfront Media considered and resolved the City's arguments at issue here.
CBS argued for application of the issue preclusion doctrine in the district court, but it has abandoned that argument on appeal.
¶20 First, we are persuaded by the City that to the extent the district court applied the doctrine of issue preclusion to deny the City's summary judgment motion, it did so in error. "Issue preclusion, which is also known as collateral estoppel, prevents parties or their privies from relitigating facts and issues in the second suit that were fully litigated in the first suit." Oman v. Davis School Dist., 2008 UT 70, ¶ 28, 194 P.3d 956 (cleaned up). For issue preclusion to apply, the party invoking the doctrine must establish four elements: (1) "the party against whom issue preclusion is asserted must have been a party to or in privity with a party to the prior adjudication"; (2) "the issue decided in the prior adjudication must be identical to the one presented in the instant action"; (3) "the issue in the first action must have been completely, fully, and fairly litigated"; and (4) "the first suit must have resulted in a final judgment on the merits." Id. ¶ 29 (cleaned up).
¶21 We agree with the City that in opposition to the City's summary judgment motion, CBS failed to demonstrate that the doctrine's second and third elements are met. In particular, CBS did not show that the supreme court decided the "identical" arguments presented by the City's summary judgment motion: (1)whether a denied section 511 request requires compensation where the request sought to locate a permit in essentially the same location requested by another and only one permit may issue and (2)whether a section 511 request requires compensation where the billboard owner has no billboard to relocate at the time the request is submitted.
¶22 Admittedly, section 10-9a-513's interpretation was "[a]t the heart of" the supreme court's opinion in Outfront Media, 2017 UT 74, ¶ 4. Further, it is true that in rejecting CBS's argument that "the City must approve a relocation request . . . when a denial would trigger a right to just compensation under [section 10-9a-513]," id. ¶ 37, the supreme court stated that section 10-9a-513 "expressly permits the City to deny such requests, so long as it pays just compensation," id. ¶ 39. But the court did not address whether CBS's billboard in fact qualifies for compensation under section 10-9a-513. See id. ¶¶ 13-15, 37-39. Nor did it address whether a denied section 511 request requires compensation where two applicants sought to locate billboards in essentially the same location or where the billboard owner destroyed its billboard before filing its permit request. See id. Indeed, the court carefully set forth the three primary issues in its introduction and analysis, and because those contested issues did not include questions about whether CBS was entitled to compensation, see id. ¶¶ 3-5, 13-15, we do not view the supreme court as having deliberately resolved the issue of whether CBS was entitled to compensation under the particular circumstances of this case.
Similarly, we do not read Outfront Media as having addressed the significance of the fact that CBS had demolished its billboard. The supreme court observed that Corner Property argued CBS "did not have a billboard to relocate" and that Corner Property's position "overlook[ed] the fact that the City invited CBS to 'modify' its application." Outfront Media, 2017 UT 74, ¶ 7 n.2. Yet the supreme court stated that it was "not decid[ing] whether CBS was technically entitled to file such a request after taking down its billboard." Id. We understand this statement as a deliberate decision not to resolve the issue, so we will not treat Outfront Media as having resolved this point. See generally Greyhound Lines, Inc. v. Utah Transit Auth., 2020 UT App 144, ¶ 50, 477 P.3d 472.
¶23 Second, we are also unpersuaded that the doctrine of stare decisis compels a different result. Stare decisis operates much the same way as the doctrine of issue preclusion. Under the doctrine of stare decisis, "the first decision by a court on a particular question of law governs later decisions" by the same or lower courts. See State v. Millward, 2014 UT App 174, ¶ 3, 332 P.3d 400 (cleaned up); see also Eldridge v. Johndrow, 2015 UT 21, ¶ 20 n.3, 345 P.3d 553. Although the reach of stare decisis is broader than that of issue preclusion, both doctrines use the resolution of an issue in one lawsuit to determine the issue in a subsequent suit.
"Stare decisis has the broadest application of all the relitigation doctrines, in the sense that it applies not only to the parties in the particular case and those in privity with them, but also to strangers to the litigation." Ute Indian Tribe v. State of Utah, 935 F.Supp. 1473, 1509 (D. Utah 1996) (cleaned up); see also Salt Lake Citizens Cong. v. Mountain States Tel. & Tel. Co., 846 P.2d 1245, 1251-52 (Utah 1992) (explaining that stare decisis instructs that "[a] rule of law . . . that serves as the major premise of an adjudicatory syllogism, necessarily governs all subsequent cases properly falling within the scope of the rule" (emphasis added)).
¶24 "For a decision to become precedent and trigger stare decisis, it must be . . . a deliberate or solemn decision of a court . . . made after argument of a question of law fairly arising in a case," and the decision must be "necessary" to the court's determination. State v. Robertson, 2017 UT 27, ¶ 25, 438 P.3d 491 (cleaned up). This standard is not met here. As explained above, the supreme court did not decide whether a section 511 applicant is entitled to compensation where two applicants sought to place billboards in essentially the same location. See supra ¶¶ 21-22.
Similarly, the court did not decide whether a section 511 applicant is entitled to compensation where the billboard owner destroyed its billboard before filing its permit request. See supra ¶¶ 21-22. Because the supreme court did not decide these questions of law, stare decisis does not apply.
¶25 In sum, we conclude that the district court incorrectly interpreted Outfront Media as deciding that CBS was entitled to compensation under the specific circumstances of this case. We also conclude that the district court erred to the extent it applied the doctrine of issue preclusion to find that the doctrine barred the City from making the statutory arguments raised in its summary judgment motion. Finally, because the supreme court did not resolve these legal issues in Outfront Media, we reject CBS's argument that the doctrine of stare decisis requires that the district court's decision on this point be affirmed. II.
¶26 The City next challenges the district court's conclusion on summary judgment that "the City is estoppe[d] from relying on new reasons to reject CBS's relocation application in an effort to avoid paying just compensation." Acknowledging that this decision "did not identify any doctrine or provide any discussion of how the elements of any doctrine are met," the City explains that "[its own] best guess is that the district court intended to apply the doctrine of equitable estoppel." For its part, CBS argues that the doctrines of equitable and judicial estoppel apply to bar the City's arguments. Alternatively, although the district court did not rule on this ground, CBS invites us to affirm the district court's ruling based on the doctrine of claim preclusion.
¶27 We agree with the parties that the precise basis for the district court's decision is unclear. The court concluded that the City "is estoppe[d] from relying on" the arguments it advanced in its summary judgment motion, but the court did not identify by name or analysis which estoppel doctrine it applied. Bearing in mind that CBS's opposition to summary judgment raised both equitable estoppel and judicial estoppel, we address both doctrines and conclude that neither doctrine was established as a matter of law on this summary judgment record. We also address and ultimately reject CBS's argument that the doctrine of claim preclusion provides a basis to affirm the court's decision.
¶28 Equitable estoppel has three elements: "first, a statement, admission, act, or failure to act by one party inconsistent with a claim later asserted; next, reasonable action or inaction by the other party taken or not taken on the basis of the first party's statement, admission, act or failure to act; and, third, injury to the second party that would result from allowing the first party to contradict or repudiate such statement, admission, act, or failure to act." ZB, NA v. Crapo, 2017 UT 12, ¶ 27, 394 P.3d 338 (cleaned up). "Estoppel is usually reserved for extreme cases." Id.
The parties agree that equitable estoppel may be applied against a governmental entity, but the City observes that such cases have involved "very specific written representations" by the governmental entity. See generally Monarrez v. Utah Dep't of Transp., 2016 UT 10, ¶¶ 35-36, 368 P.3d 846 ("The usual rules of estoppel do not apply against the government . . . ." (cleaned up)); see also South Weber City v. Cobblestone Resort LLC, 2022 UT App 63, ¶ 27, 511 P.3d 1207.
¶29 Judicial estoppel's elements are "(1) the prior and subsequent litigation involve the same parties or their privies; (2) the prior and subsequent litigation involve the same subject matter; (3) the prior position was successfully maintained; and (4) the party seeking judicial estoppel has relied upon the prior testimony and changed his position by reason of it." Orvis v. Johnson, 2008 UT 2, ¶ 11, 177 P.3d 600 (cleaned up). Thus, judicial estoppel requires more "than a mere showing of an inconsistent statement at a prior judicial proceeding." Id. ¶ 12.
¶30 CBS would bear the burden of proving either version of estoppel at trial. See Iota, LLC v. Davco Mgmt. Co., 2012 UT App 218, ¶ 30, 284 P.3d 681 (equitable estoppel); Orvis, 2008 UT 2, ¶¶ 9, 13 (judicial estoppel). And in the face of the City's motion for summary judgment, CBS had to "show that there is a genuine issue of material fact or a deficiency with the moving party's legal theory that would preclude summary judgment." See Jones & Trevor Mktg., Inc. v. Lowry, 2012 UT 39, ¶ 29, 284 P.3d 630.
¶31 On this record, CBS did not establish that equitable estoppel applied as a matter of law. CBS asserts that from 2014 to 2016, "there was no question by the City that the demolished Billboard could-and did-qualify for compensation" under section 10-9a-513. CBS thus contends that the City cannot now argue new reasons that CBS's billboard does not qualify for compensation. But CBS's efforts regarding equitable estoppel fell short of providing evidence in support of all the essential elements.
CBS did not file a cross motion for summary judgment arguing that it could establish equitable (or judicial) estoppel as a matter of law. Yet, by concluding that the City was estopped from making the arguments presented in its summary judgment motion, that is effectively what the court concluded. In other words, rather than conclude that questions of fact on the issue of estoppel precluded summary judgment in the City's favor, the district court affirmatively concluded that the City was estopped. And CBS defends that ruling on appeal, arguing that the district court "correctly ruled that the City's arguments are barred by estoppel."
¶32 Among other things, to successfully invoke equitable estoppel, CBS must show its own "reasonable action or inaction . . . taken or not taken on the basis of [the City's position]" and its own injury "that would result from allowing the [City] to contradict or repudiate" the earlier position. See Crapo, 2017 UT 12, ¶ 27 (cleaned up). CBS suggests that had "the City ever informed [it] that its application would not be allowed due to demolition," it might have taken the opportunity to "bank and use its billboard credits" instead of "losing the Billboard altogether with no compensation whatsoever." CBS also claims that if the City had said that "it would not consider a relocation application for a demolished billboard, [CBS's] entire strategy would have changed" and it would not have spent the "time and money" litigating earlier.
¶33 These allegations may relate to the reliance and harm elements of estoppel. But these are just allegations: CBS did not provide record citations to affidavits or other evidence that might establish that CBS, in fact, would have taken the opportunity to bank its credits or would have changed litigation strategies. See generally Utah R. Civ. P. 56(c)(1) ("A party asserting that a fact cannot be genuinely disputed or is genuinely disputed must support the assertion by . . . citing to particular parts of materials in the record, including depositions, documents, . . . affidavits or declarations . . .; or . . . showing that the materials cited do not establish the absence or presence of a genuine dispute."). Thus, CBS has not adequately supported these broad suggestions, either before the district court or on appeal, in a way that would establish estoppel as a matter of law.
CBS further suggests that the earlier tribunals relied on the City's position just as much and "no one can guess how any of the former tribunals would have ruled had the City not promised that compensation was due" to CBS. But this speculation does not show any reliance on the part of CBS, as "the other party . . . [to] the first party's statement, admission, act or failure to act." See ZB, NA v. Crapo, 2017 UT 12, ¶ 27, 394 P.3d 338 (cleaned up).
¶34 Similarly, CBS's attempt to establish judicial estoppel fails for the same lack of proof. As with equitable estoppel, CBS has to demonstrate, among other things, that it relied on a position the City successfully took in the prior litigation. See Orvis, 2008 UT 2, ¶ 11 (requiring a showing that "the party seeking judicial estoppel has relied upon the prior testimony and changed his position by reason of it" (cleaned up)). But in opposing the City's summary judgment motion, CBS did not make that showing. CBS again complains that the City's previous position "led each court to render [certain] rulings," but CBS points to no evidence that it relied on a position the City took in earlier litigation and "changed [its] position by reason of it." See id. (cleaned up). In the absence of such a showing, it was error for the district court to conclude that CBS had established judicial estoppel as a matter of law.
¶35 Finally, CBS invites us to affirm the district court's ruling on an alternative ground. CBS argues that although the district court did not deny the City's summary judgment motion on the basis of claim preclusion, "it is available here as a basis for affirmance." As CBS sees it, claim preclusion applies because the same parties were involved in the earlier litigation that resulted in a final judgment and the arguments the City raised in seeking summary judgment on CBS's claim for compensation "could and should have been raised in the prior proceedings." See Pierucci v. Pierucci, 2014 UT App 163, ¶ 7, 331 P.3d 7 ("A claim is precluded if the parties or their privies have been involved in previous litigation, the claim that is alleged to be barred was presented in the first suit or could and should have been raised in the first action, and the first suit resulted in a final judgment on the merits." (cleaned up)).
¶36 The City opposes application of claim preclusion here, contending that the doctrine is "inapplicable." It argues that the basic elements of claim preclusion "cannot be met" because the City "asserts no claims" in this action and "asserted no claims" in CBS's prior actions. See Haik v. Salt Lake City Corp., 2017 UT 14, ¶ 12, 393 P.3d 285 (citing Swainston v. Intermountain Health Care, Inc., 766 P.2d 1059, 1061 (Utah 1988), for the proposition that "to determine whether a party is barred from relitigating a matter- such as a defense to a lawsuit-that has 'no meaning unless it is pendent to a claim[,]' courts apply the law of issue preclusion, not claim preclusion").
¶37 CBS does not address this question. Moreover, in arguing that the elements of claim preclusion are present here, CBS simply asserts that "[t]he issues now raised by the City could and should have been raised in the prior litigation," but CBS engages in no analysis to prove its point. CBS does not cite or engage with the transactional test applied by Utah courts to the question of claim preclusion, see, e.g., Pioneer Home Owners Ass'n v. TaxHawk Inc., 2019 UT App 213, ¶ 42, 457 P.3d 393, nor does CBS support its assertion that the City should have raised defenses to a claim for compensation where CBS did not seek compensation in previous tribunals. Because CBS has not addressed these issues, we decline its invitation to affirm the district court's ruling on this alternative ground.
¶38 In sum, we conclude that the district court erred in determining that estoppel prevented the City from raising its statutory arguments in its motion for summary judgment. CBS had not established estoppel-equitable or judicial-as a matter of law. We also decline to affirm the district court's denial of summary judgment on alternative grounds.
In the district court, CBS also asserted that the City's statutory arguments were waived. Because the district court decided that the City was "estoppe[d]" from raising its arguments, the court did not analyze this issue. Neither party has raised the issue of whether waiver precluded the City's summary judgment arguments, and we therefore express no opinion on it. Should CBS invite it, the district court may consider that ground on remand.
III.
¶39 Finally, the City maintains that it is not required to pay just compensation and asks that we reverse the district court's denial of its motion for summary judgment, vacate the judgment entered against it, and enter judgment in its favor. The City thus urges us to reach the merits of its statutory arguments presented in support of its motion for summary judgment on CBS's claim for compensation under Utah Code section 10-9a-513. In particular, the City argues that CBS is not entitled to compensation, first, because "two companies requested a permit for the same location" and, second, because CBS did not have an existing billboard to relocate when it submitted the Section 511 request. CBS opposes the City's request that we reach the merits of these arguments, arguing that the district court should be allowed to address them in the first instance. Because we are "mindful that we are a court of review, not of first view," see Cutter v. Wilkinson, 544 U.S. 709, 718 n.7 (2005), and because we would value the district court's analysis, we remand for the district court to consider the merits of the City's statutory arguments.
CONCLUSION
¶40 We conclude that the district court misinterpreted Outfront Media and erred in concluding that the City was estopped from making the statutory arguments presented in its summary judgment motion. Accordingly, we vacate the court's judgment and order denying the City's summary judgment motion, and we remand for further proceedings.