Can a property owner claim third-party beneficiary status for access easements? Brodkin v. Tuhaye Golf, LLC Explained

In Brodkin v. Tuhaye Golf, LLC, the Utah Court of Appeals addressed whether a landowner could claim third-party beneficiary status under an easement agreement between neighboring property owners to gain access to his landlocked property.

Background and Facts

Terry Brodkin purchased a 52-acre parcel overlooking Jordanelle Reservoir for $290,000. The property had become landlocked after federal condemnation for the reservoir project eliminated its road access. Surrounding landowners in “Area B” had executed the Area B Agreement, which granted reciprocal easements “to each other” for access between their parcels. However, neither Brodkin nor his predecessor Progress Corporation was a party to this agreement, and the contracting parties were unaware that the Progress Parcel even existed within Area B. When Brodkin later received offers exceeding $5 million for his property—offers that failed due to access issues—he sued the Area B landowners claiming he was an intended third-party beneficiary of their easement agreement.

Key Legal Issues

The court addressed whether Brodkin qualified as a third-party beneficiary under the Area B Agreement and whether the contract language was ambiguous. The case also involved questions about contract interpretation, damages, and the application of Utah’s reciprocal attorney fee statute.

Court’s Analysis and Holding

The Court of Appeals found the Area B Agreement unambiguous in its grant of easements only “to each other”—meaning the actual contracting parties. Under Utah law, third-party beneficiary status requires that “the contracting parties clearly intended to confer a separate and distinct benefit upon the third party.” The contract must be “undertaken for the plaintiff’s direct benefit and the contract itself must affirmatively make this intention clear.” Here, the agreement’s plain language defeated any suggestion that the parties intended to benefit third parties. The court rejected Brodkin’s argument that an attached map created ambiguity, noting that the map neither mentioned Progress Corporation nor identified the Progress Parcel. The court affirmed summary judgment and awarded attorney fees to defendants under Utah’s reciprocal fee statute.

Practice Implications

This decision reinforces that third-party beneficiary claims require clear contractual language showing intent to benefit the third party. Practitioners should carefully examine contract terms rather than relying on extrinsic evidence or incidental benefits. The case also demonstrates how Utah’s reciprocal fee statute applies when a party seeks to enforce a contract, even if ultimately deemed not to be a beneficiary. For real estate transactions, thorough due diligence regarding access rights remains crucial, as courts will not create access rights through strained contract interpretations.