Can anti-waiver provisions circumvent Utah's statute of limitations for contracts? Kiernan Fam. Draper, LLC v. Hidden Valley Health Ctrs., LC Explained

The Utah Supreme Court’s decision in Kiernan Fam. Draper, LLC v. Hidden Valley Health Ctrs., LC clarifies important limitations on anti-waiver provisions in contracts and declarations of covenants. The case demonstrates that while these clauses can preserve contractual rights against waiver, they cannot circumvent Utah’s statute of limitations for contract claims.

Background and Facts

Kiernan Family Draper and Hidden Valley collaborated to develop neighboring properties into a shopping center, formalizing their arrangement through a declaration of covenants requiring four parking spaces per 1,000 square feet of floor area. The declaration included anti-waiver provisions stating that failure to enforce any provision “shall not be construed as a waiver.” When Hidden Valley completed construction in 2002, it fell short of the parking requirement. However, Kiernan waited fifteen years until 2017 to file suit.

Key Legal Issues

The court addressed two primary issues: whether anti-waiver provisions could preserve Kiernan’s right to enforce the parking provision despite the delay, and whether the six-year statute of limitations for contract claims barred recovery for the 2002 breach. Additionally, the court examined whether Kiernan could circumvent the statute of limitations by characterizing its claim as an easement violation rather than a contract breach.

Court’s Analysis and Holding

The Utah Supreme Court held that while the anti-waiver provisions prevented Kiernan from waiving the parking requirement through inaction, they could not circumvent the statute of limitations. The court distinguished between waiver and statutory time bars, explaining that “parties may not contract around the statute of limitations.” Regarding the easement argument, the court found that because Hidden Valley’s easement rights arose from the declaration itself, any claim challenging those rights remained subject to the contract statute of limitations.

Practice Implications

This decision reinforces that anti-waiver clauses have important but limited protective value. While they prevent inadvertent waiver through non-enforcement, they cannot extend limitation periods or revive stale claims. Practitioners should advise clients to pursue contract breaches promptly, regardless of anti-waiver language. The ruling also clarifies that claims involving property rights may still be subject to contract limitations periods when the underlying obligation arises from contractual terms rather than common law property principles.