Utah Court of Appeals
Can general contract language waive statutory redemption rights? Pioneer Builders v. KDA Corporation Explained
Summary
KDA Corporation sold property through an installment contract but later disputed trust deed priority with Pioneer Builders after the buyer defaulted. The parties entered a settlement agreement subordinating KDA’s trust deeds to Pioneer’s, and after Pioneer foreclosed, KDA attempted to exercise its statutory redemption right within six months.
Practice Areas & Topics
Analysis
In Pioneer Builders Company of Nevada Inc. v. KDA Corporation, the Utah Court of Appeals addressed whether broad contractual language in a settlement agreement constituted a waiver of statutory redemption rights under Utah Code § 78B-6-906 and Rule 69C.
Background and Facts
KDA Corporation sold property through an installment contract secured by trust deed. When the buyer defaulted, Pioneer Builders sought foreclosure, leading to a priority dispute between the parties’ trust deeds. The parties entered a settlement agreement that subordinated KDA’s trust deeds to Pioneer’s and stated that Pioneer was “entitled to foreclose upon” the property, “foreclosing out, terminating, and extinguishing” all of KDA’s rights and interests. After Pioneer purchased the property at sheriff’s sale for $200,000, KDA attempted to redeem within six months by tendering $212,000. Pioneer rejected the redemption attempt, claiming KDA had waived its redemption rights.
Key Legal Issues
The central issue was whether the settlement agreement’s broad language constituted a “clear and unmistakable” waiver of KDA’s statutory right of redemption as a subordinate lienholder under Utah Rule 69C(b).
Court’s Analysis and Holding
The Court of Appeals reversed, holding that waivers of statutory rights must be “explicitly stated” with “clear and unmistakable” intent. The court emphasized that it “will not infer from a general contractual provision that the parties intended to waive a statutorily protected right unless the undertaking is explicitly stated.” Although the agreement contained broad language about extinguishing KDA’s interests, it made no specific reference to redemption or the relevant statutory provisions. The court noted that the foreclosure process includes the statutory redemption period, and KDA’s rights would not terminate until that period expired.
Practice Implications
This decision reinforces that contractual waivers of statutory rights require explicit language. Practitioners drafting settlement agreements involving foreclosure must specifically reference redemption rights if waiver is intended. General language about “extinguishing interests” is insufficient to waive statutory protections, even when broadly worded.
Case Details
Case Name
Pioneer Builders v. KDA Corporation
Citation
2018 UT App 206
Court
Utah Court of Appeals
Case Number
No. 20170312-CA
Date Decided
November 1, 2018
Outcome
Reversed
Holding
A waiver of the statutory right of redemption must be clear and unmistakable, and general contractual language about foreclosing out and extinguishing interests does not constitute such a waiver without explicit reference to redemption rights.
Standard of Review
Correctness for contract interpretation not requiring extrinsic evidence; correctness for whether the district court employed the proper standard of waiver; correctness for attorney fee awards
Practice Tip
When drafting settlement agreements involving foreclosure, explicitly reference and waive statutory redemption rights by name if such waiver is intended, as general language about extinguishing interests is insufficient.
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