Can protective covenants bind property when not all owners signed them? Thompson v. Capener Explained

In Thompson v. Capener, the Utah Court of Appeals addressed a fundamental question about protective covenant enforcement: whether covenants can bind subdivided property when one joint owner never signed the original covenant documents. The court’s analysis provides important guidance on statute of frauds requirements and the limits of implied ratification in real estate transactions.

Background and Facts

The dispute arose in the Garfield Estates Subdivision, where protective covenants were recorded in 2006. Brad and Susan Garfield owned Lot 1 as joint tenants, but only Brad signed the covenants—Susan never executed them. Eight years later, Brad and Susan subdivided Lot 1 into Lots 1A and 1B, signing an amended plat and warranty deeds conveying the lots to Micah Capener. The warranty deeds contained habendum clauses stating the conveyance was subject to “restrictions” of record. When neighboring property owners sued to enforce the covenants, the Capeners moved for summary judgment, arguing the covenants were unenforceable due to Susan’s missing signature.

Key Legal Issues

The court addressed two primary issues: (1) whether the amended plat and warranty deeds had sufficient nexus with the original covenants to satisfy Utah’s statute of frauds, and (2) whether Susan ratified Brad’s signing of the covenants through her subsequent conduct in signing the later documents.

Court’s Analysis and Holding

The Court of Appeals reversed, finding the district court erred in both analyses. For statute of frauds satisfaction, multiple writings can be considered together only if they have sufficient nexus—meaning they “unmistakably relate to the same matter” and constitute “several parts of one connected transaction.” Here, the amended plat and warranty deeds were signed eight years after the covenants and represented entirely separate transactions (subdivision and conveyance) unrelated to covenant creation. The boilerplate reference to “restrictions” in the warranty deeds was too vague to establish the required nexus.

Regarding ratification, the court emphasized that where covenants are subject to the statute of frauds, ratification must also be in writing. Susan’s silence could not constitute ratification, and the later documents contained no material facts about the covenants sufficient to show her knowledge and intent to ratify.

Practice Implications

This decision reinforces that covenant enforceability requires strict compliance with statute of frauds requirements. Practitioners should carefully examine whether all joint owners signed covenant documents and resist relying on boilerplate deed language or unrelated subsequent transactions to cure signature defects. The ruling also clarifies that ratification in real estate contexts requires written evidence of the principal’s knowledge and intent, not mere silence or participation in unrelated transactions.