Utah Court of Appeals
Can sophisticated parties avoid jury waivers in loan documents by claiming they didn't read them? Camco Construction v. Utah Baseball Academy Explained
Summary
KeyBank funded construction of an athletic facility for API, but disputes arose over funding delays, interest payments, and construction defects. After extensive litigation including summary judgment motions and a bench trial, the trial court ruled in favor of KeyBank on all claims. Appellants challenged the summary judgment rulings, jury waiver enforcement, trial findings, and denial of their mistrial motion.
Analysis
In Camco Construction v. Utah Baseball Academy, the Utah Court of Appeals addressed whether sophisticated business parties can escape contractual jury waivers by claiming they failed to read loan documents before signing them.
Background and Facts
KeyBank provided construction financing for an athletic facility project. The loan documents contained jury waiver provisions in twenty separate documents. When disputes arose over funding delays and construction defects, the borrowers sought a jury trial. However, Robert Keyes, who signed the loan documents on behalf of multiple entities, admitted he had not read the documents before signing them. The trial court granted KeyBank’s motion to strike the jury demand, leading to a bench trial.
Key Legal Issues
The central issue was whether jury waivers in commercial loan documents are enforceable when the signatory claims they didn’t read the contract. Appellants argued the waivers were invalid because they weren’t made knowingly and voluntarily, citing gross inequality in bargaining power and failure to read the documents.
Court’s Analysis and Holding
The Court of Appeals affirmed the trial court’s enforcement of the jury waivers, applying the established principle that sophisticated parties cannot use failure to read a contract as a defense. The court emphasized that Keyes was an experienced businessperson who owned multiple companies and could have had counsel review the documents but chose not to do so. The fact that jury waiver provisions appeared in twenty documents actually supported enforcement rather than undermining it, as it demonstrated the comprehensive nature of the waiver.
Practice Implications
This decision reinforces that commercial parties, particularly sophisticated business entities, cannot avoid contractual obligations simply by claiming ignorance of contract terms. The ruling emphasizes the importance of the duty to read contracts in commercial transactions. For appellate practitioners, the case also demonstrates the need for adequate briefing when challenging trial court rulings—several of appellants’ arguments were rejected due to inadequate briefing that failed to cite relevant authority or address conflicting precedent.
Case Details
Case Name
Camco Construction v. Utah Baseball Academy
Citation
2018 UT App 78
Court
Utah Court of Appeals
Case Number
No. 20150932-CA
Date Decided
April 26, 2018
Outcome
Affirmed
Holding
The trial court properly granted summary judgment on various claims, correctly enforced jury waivers in loan documents, and made factual findings supported by the evidence regarding damages and causation.
Standard of Review
Correctness for summary judgment rulings; abuse of discretion for jury waiver determinations; clearly erroneous for factual findings with due regard to trial court’s opportunity to judge witness credibility
Practice Tip
When challenging factual findings on appeal, thoroughly address and marshal all evidence supporting the trial court’s findings rather than simply re-arguing your position with selective evidence.
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