Utah Court of Appeals
What constitutes a valid tender of judgment in Utah appeals? UDAKProperties v. Canyon Creek Explained
Summary
UDAK Properties sought declaratory relief that it qualified as a ‘Responsible Owner’ under shopping center restrictive covenants requiring ownership of parcels with combined Building Area of at least 40,000 square feet. Canyon Creek disputed this, arguing the requirement should be based on actual constructed area rather than maximum allowable area. The district court ruled the covenant was ambiguous but found for UDAK after trial, awarding attorney fees and rejecting Canyon Creek’s attempted tender of judgment.
Practice Areas & Topics
Analysis
In UDAKProperties v. Canyon Creek, the Utah Court of Appeals addressed several important issues affecting commercial property disputes, including contract interpretation, attorney fee awards, and the requirements for valid tender of judgment during appeal proceedings.
Background and Facts
This dispute arose from disagreement over the meaning of “Responsible Owner” in restrictive covenants governing a Spanish Fork shopping center. The covenants defined Responsible Owner as “the Owner of a Parcel or Parcels with a combined Building Area thereon of at least forty thousand square feet of Floor Area.” UDAK Properties claimed it qualified based on its parcels’ maximum allowable floor area of 42,945 square feet, while Canyon Creek Commercial Center argued the test should use actual constructed area of only 35,808 square feet. After litigation, the district court ruled for UDAK and awarded substantial attorney fees.
Key Legal Issues
The court addressed three primary issues: (1) whether the restrictive covenant was ambiguous regarding the floor area calculation; (2) whether multiple attorney fee awards were proper; and (3) whether Canyon Creek’s attempted tender of judgment during appeal was legally sufficient under Utah Code section 78B-5-802.
Court’s Analysis and Holding
The Court of Appeals concluded the covenant was unambiguous, rejecting the district court’s finding of ambiguity. The court applied standard contract interpretation principles, noting that restrictive covenants are interpreted using the same rules as contracts. Critically, the covenant distinguished between “Building Area” and “a Building constructed thereon,” indicating different meanings for maximum allowable versus actual constructed area. The court affirmed attorney fee awards, finding Canyon Creek failed to timely object to the first award and that subsequent fees were properly awarded for collateral matters during appeal. Regarding tender, the court held that filing a photocopy of a check without actual delivery fails the “actual production” requirement established in Utah Resources International.
Practice Implications
This decision reinforces several important principles for Utah practitioners. Contract interpretation challenges require addressing the actual basis for the district court’s ruling, not merely proposing alternative interpretations. The case clarifies that district courts retain jurisdiction to award supplemental attorney fees for collateral matters even during pending appeals, following Saunders v. Sharp. For tender purposes, Utah requires both an unconditional offer and actual production of money or equivalent—photocopies are insufficient. Finally, timely objections to attorney fee requests remain crucial under Utah Rule of Civil Procedure 73(d).
Case Details
Case Name
UDAKProperties v. Canyon Creek
Citation
2020 UT App 16
Court
Utah Court of Appeals
Case Number
No. 20190065-CA
Date Decided
February 11, 2021
Outcome
Affirmed
Holding
A restrictive covenant’s definition of ‘Responsible Owner’ based on combined Building Area refers to maximum allowable floor area rather than actual constructed area, making the provision unambiguous.
Standard of Review
Correctness for questions of contract interpretation and attorney fee recovery; correctness for interpretation of civil procedure rules and common law
Practice Tip
When challenging contract interpretation rulings, appellants must address the actual basis for the district court’s decision rather than merely arguing alternative interpretations to carry their burden of persuasion on appeal.
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