Associate Chief Justice NEHRING, opinion of the Court:
¶ 1 Disappointed investors filed suit against their investment agent, Jeffrey Campbell, and his former employer, Hornor, Townsend & Kent, Inc. (HTK), alleging that Mr. Campbell and HTK were liable for losses sustained in an investment scam. Mr. Campbell pleaded guilty to the sale of unregistered securities related to the investment scam and was ordered to pay restitution. The district court granted summary judgment in favor of HTK on plaintiffs' claims of securities violations, negligent misrepresentation, and negligent training and supervision. The district court also granted summary judgment in favor of HTK regarding a release signed by one investor. Plaintiffs appeal the grant of summary judgment on the above issues. The district court also denied plaintiffs' motion for reconsideration where they raised claims for negligence, control-person liability, and material aid. Additionally, plaintiffs appeal the rejection of reasonable attorney fees with respect to the resolution of the claims against Mr. Campbell. We affirm in part and reverse and remand in part.
¶ 2 HTK is a broker-dealer licensed to sell securities in the state of Utah. HTK licenses registered representatives to sell securities and other investment products. In July 2001, Mr. Campbell became a registered representative of HTK. Before becoming a registered representative of HTK, Mr. Campbell created a "doing business as" entity named Five Star Financial Group (FSFG), which, according to Mr. Campbell, was for marketing purposes. Mr. Campbell intended FSFG to allow him to change his broker-dealer affiliation without having to change his business name in order to maintain name recognition. FSFG never became a separate legal entity, but was a marketing name for Mr. Campbell. FSFG maintained an office at 70 W. Main Street, Price, Utah. In addition to Mr. Campbell, FSFG consisted of Frank Wheeler, Mary Alger, and Fred Davis. Mr. Davis, Mr. Wheeler, and Ms. Alger were also registered representatives of HTK.
¶ 3 In mid-2002, Mr. Campbell was approached by Michael Fitzgerald about selling investments in Beverly Hills Development Corporation (BHDC). BHDC sold investments in the form of promissory notes, supposedly backed by real estate, which would be developed and sold to repay investors at a rate of return of 12 percent per annum. Mr. Campbell inquired whether the BHDC notes were securities, to which Mr. Fitzgerald responded that the promissory notes were not securities. Following his meetings with Mr. Fitzgerald, Mr. Campbell called his supervisors at HTK, informed them he was investigating the possibility of selling BHDC notes, and inquired how that would affect his current relationship with HTK. Mr. Campbell met with one of his supervisors, Monty Andrus, in person. Mr. Andrus was a registered principal of HTK operating under the name Cambridge Financial whose primary responsibilities included hiring agents after initial approval by HTK, conducting yearly compliance interviews and site visits, and supervising registered agents within his region. Mr. Andrus's region included FSFG and its registered agents. At their meeting, Mr. Campbell informed Mr. Andrus that he was surrendering his securities license in order to sell BHDC notes and that the surrender was to avoid "a possible conflict with the sale of [BHDC] promissory notes." Mr. Campbell submitted a resignation letter on October 17, 2002, requesting inactivation of his securities license, while maintaining his ability to sell insurance investments through Penn Mutual Life Insurance (Penn Mutual). Mr. Campbell then began selling BHDC notes and was paid $10,000 per month.
¶ 4 Mr. Campbell sold BHDC notes from his office at FSFG. Mr. Campbell informed the other agents in his office that he had
¶ 5 From October 2002 to September 2003, Mr. Campbell solicited investments from and sold BHDC notes to plaintiffs. Plaintiffs began their investing relationships with Mr. Campbell at different times. Before his affiliation with HTK, Mr. Campbell had been affiliated with another broker-dealer, and during that time sold various investment products to plaintiffs Jimmie Henrie, Robert Swinburne, and Ella Dean Hunter. Mr. Henrie, Mr. Swinburne, and Ms. Hunter did not purchase any HTK-approved investment products from Mr. Campbell while he was affiliated with HTK as a registered representative. During his time as an HTK registered representative, Mr. Campbell sold various HTK-approved investment products to plaintiffs Frank Burdick, Wylma Temples, and Richard and Teresa Manus. The remaining plaintiffs — Terry Jordan, Loralyn Thayn, and Michael and Teri Marquez — began their investment relationship with Mr. Campbell only after his resignation from HTK, and they purchased only BHDC notes from Mr. Campbell.
¶ 6 Plaintiffs received monthly statements from BHDC, listing the Price, Utah, address of FSFG through January 2004. In February 2004, the BHDC monthly statements began listing the name Michael Fitzgerald and a different address in Alpine, Utah. In March, payments began to slow, and plaintiffs became worried about their investments. On April 1, 2004, Mr. Campbell met with the plaintiffs and informed them that Mr. Fitzgerald's brother, also involved in the BHDC notes, had left the country with their money, which precipitated the litigation in this case.
¶ 7 Plaintiffs originally filed suit against HTK, FSFG, Mr. Campbell, and Mr. Wheeler on March 3, 2006. HTK filed a timely answer to plaintiffs' complaint and a cross-claim against Mr. Campbell and Mr. Wheeler, alleging deceptive trade practices, breach of contract against Mr. Wheeler, and indemnification against Mr. Wheeler. Following several rounds of discovery, plaintiffs were granted leave to file a Third Amended Complaint. In the Third Amended Complaint, plaintiffs alleged four securities violations, fraud, fraudulent concealment, negligent misrepresentation, breach of fiduciary duty, civil conspiracy, and negligent training and supervision. The four securities violations alleged were for material misrepresentations and omissions, the sale of unregistered securities, the sale of unsuitable securities, and the sale of securities by an unlicensed broker-dealer. HTK filed a timely answer to the Third Amended Complaint. During discovery, plaintiffs stipulated to and the court ordered dismissal of the claims for civil conspiracy, fraud, fraudulent concealment, breach of fiduciary duty, and the sale of securities by an unlicensed agent or broker-dealer. While discovery was continuing on plaintiffs' claims, Mr. Campbell pleaded no contest to one count of selling unregistered securities, was
¶ 8 Following additional discovery, the district court granted HTK's motion for summary judgment against plaintiff Grant Howell on January 11, 2008, based on a release (Release) between Mr. Howell and Penn Mutual Life Insurance, the parent company of HTK. The district court granted summary judgment after ruling the Release was clear and unambiguous. Additional discovery was allowed to determine if the Release was procured by fraud or mistake. Mr. Howell filed a Motion to Set Aside Summary Judgment, which was denied, and the district court granted HTK's Second Motion for Summary Judgment after deciding that the Release was not procured by fraud or mistake.
¶ 9 Mr. Wheeler sought summary judgment against all plaintiffs. Plaintiffs did not oppose Mr. Wheeler's motion for summary judgment; thus, the district court entered summary judgment in favor of Mr. Wheeler and dismissed plaintiffs' claims against him with prejudice.
¶ 10 In April 2009, HTK sought summary judgment against the remaining plaintiffs.
¶ 11 Following the grant of summary judgment in favor of HTK, plaintiffs pursued their claim against Mr. Campbell and his dba FSFG, alleging that he sold unregistered securities in a reckless manner. This claim was tried to a jury in September 2010. The jury found that Mr. Campbell had sold BHDC notes recklessly and a judgment was entered against Mr. Campbell individually with damages awarded for the amounts invested, with 12 percent interest, and attorney fees, all of which were initially trebled under Utah Code section 61-1-22(2).
¶ 12 After the jury trial concluded, the district court reviewed the grant of summary judgment in favor of HTK against the Marquezes based on statute of limitation grounds. The district court noted that since the grant of summary judgment, the United States Supreme Court had decided Merck & Co. v. Reynolds, addressing issues of the
¶ 13 Rather than addressing only the statute of limitations claims regarding the Marquezes, plaintiffs filed a Motion for Entry of Judgment and a Motion for Reconsideration on November 9, 2010, seeking a review of all claims previously granted summary judgment and raising new claims for the first time. HTK objected to the Motion for Entry of Judgment and Proposed Judgment, objected to the Motion for Reconsideration, and filed a Motion to Strike the declarations and certain appendix exhibits submitted with the Motion for Reconsideration and accompanying Memorandum. Plaintiffs filed appropriate replies, including a Declaration in Support of Attorneys' Fees and a Memorandum in Opposition of HTK's Motion to Strike.
¶ 14 The district court first addressed plaintiffs' Motion for Entry of a Final Judgment. The district court dismissed plaintiffs' claims against HTK on summary judgment and denied the motion to set aside summary judgment with regard to Mr. Howell. First, the district court found that attorney fees were limited to the prosecution of claims against Mr. Campbell
¶ 15 The district court also addressed HTK's Motion to Strike. The district court found that the declarations of plaintiffs, a data summary from the Central Registration Depository (CRD) pertaining to Mr. Campbell, a notice (Notice 01-79D) from the National Association of Securities Dealers (NASD), and the Financial Industry Regulatory Authority (FINRA) arbitration resolutions were all available at the time of the summary judgment proceedings for presentation to the court. The district court found no cognizable justification for why the attachments were not submitted prior to the grant of summary judgment to HTK. Therefore, the court granted HTK's Motion to Strike the attachments from the record.
¶ 16 Finally, the district court addressed plaintiffs' Motion for Reconsideration. After briefing and argument on the impact of Merck & Co., the district court reconsidered its Order and modified it to read that there were genuine issues of material fact regarding the statute of limitations with regard to the Marquezes' claims. The district court reviewed plaintiffs' claims that HTK was liable, as a principal, for Mr. Campbell's actions under an agency theory on the basis of apparent authority. The district court reaffirmed its legal and factual findings regarding apparent authority, and accordingly denied the plaintiffs' Motion for Reconsideration on the claims based on principal-agent liability. The district court next ruled that plaintiffs' evidence representing HTK as a control person for statutory liability was stricken as untimely and was not considered; thus, there was no new evidence to view and the district court denied plaintiffs' Motion for Reconsideration with respect to control-person liability theory. The district court then reviewed the claim that HTK was liable for materially aiding Mr. Campbell in the sale of unregistered securities.
¶ 17 Plaintiffs contend that the district court erred when it granted summary judgment in favor of HTK on the issues of apparent authority, negligence, material aid, control-person liability, and Mr. Howell's release. "We review the district court's decision to grant summary judgment for correctness, granting no deference to the district court."
¶ 18 Plaintiffs also appeal the district court's rejection of plaintiffs' request for attorney fees. "[T]he district court has broad discretion in determining what constitutes a reasonable fee, and we will consider that determination against an abuse-of-discretion standard."
¶ 19 Plaintiffs bring six issues on appeal. First, plaintiffs argue the district court erred when it determined there were no genuine issues of material fact to support claims for securities violations and negligent misrepresentation based on agency liability under a theory of apparent authority. Second, plaintiffs argue that the district court erred when it granted summary judgment for HTK on plaintiffs' negligence claim. Third, plaintiffs argue that the district court erred when it struck evidence and refused to consider plaintiffs' claim premised on the theory of control-person liability. Fourth, plaintiffs argue that the district court erred when it granted summary judgment for HTK on the theory that HTK materially aided in the sale of unregistered securities. Fifth, plaintiffs argue that the district court erred when it ruled the Release between Grant Howell and Penn Mutual was clear and unambiguous in releasing all claims against HTK. Finally, plaintiffs argue the district court abused its discretion when it rejected the contingent attorney fees without an appropriate evaluation of the contingent fee agreement. We address each claim in turn.
¶ 20 Plaintiffs allege that HTK violated various state security laws and negligently misrepresented securities in connection with the sale of the BHDC notes. Plaintiffs' theory behind HTK's liability is that Mr. Campbell was acting as an agent of HTK, on the basis of apparent authority, when he sold the BHDC notes.
¶ 21 We begin by noting that due to the agent-brokerage licensing structure for the sale of securities, agency liability on the basis of apparent authority is no stranger to securities law.
¶ 22 "The doctrine of apparent authority has its roots in equitable estoppel. [I]t is founded on the idea that where one of two persons must suffer from the wrong of a third[,] the loss should fall on that one whose conduct created the circumstances which made the loss possible."
¶ 23 We articulated the three-part test for apparent authority in Luddington v. Bodenvest, Ltd.:
¶ 24 The district court concluded that Ms. Hunter and Mr. Jordan failed to demonstrate issues of material fact as to all three elements; that Mr. Burdick and Ms. Temples failed to establish element three — reliance upon the manifestation of authority; and that the Marquezes failed to demonstrate elements one and two — manifestation of authority by HTK or that they believed or had reason to believe that Mr. Campbell possessed such authority.
¶ 25 For clarity, we structure our analysis according to the category of plaintiffs. We agree with the district court that the Category One Plaintiffs who appealed — Mr. Burdick and Ms. Temples — failed to demonstrate issues
¶ 26 The district court concluded that Mr. Burdick's and Ms. Temples's evidence failed to demonstrate a genuine issue of material fact with respect to the third element of the apparent authority test: whether they relied on the appearance of authority, changed their position, and would be injured or suffer loss if the act done by Mr. Campbell does not bind HTK.
¶ 27 We first note that the issue of reliance as an element of apparent authority seems to be a matter of some confusion and disagreement among courts and scholars.
¶ 28 With this in mind, we turn to whether there is sufficient information in the record to demonstrate a genuine issue of material fact on whether Mr. Burdick and Ms. Temples reasonably relied on legally sufficient manifestations of Mr. Campbell's authority to act for HTK, viewing all evidence in favor of the plaintiffs, the nonmoving parties on summary judgment.
¶ 29 Mr. Burdick first met with Mr. Campbell in 2001, shortly after Mr. Burdick's retirement. In his deposition testimony, Mr. Burdick stated that Mr. Campbell represented
¶ 30 Ms. Temples first met with Mr. Campbell when Mr. Wheeler introduced them in fall 2001. Ms. Temples was looking to "check out doing something with some money [she] had inherited." Ms. Temples testified she first became aware of HTK at that time and understood it was a broker. Ms. Temples also testified that she believed Mr. Campbell worked for HTK, and that HTK owned FSFG. After meeting with Mr. Campbell, Ms. Temples agreed to place the inheritance in an annuity. Ms. Temples continued to meet with Mr. Campbell. Ms. Temples testified that she understood Mr. Campbell was acting on behalf of HTK when he sold her the BHDC notes, and furthermore, that if there was a change in Mr. Campbell's affiliation, "[h]e had never told me he did anything different, so I assumed it was [HTK]." Furthermore, Ms. Temples asked Mr. Wheeler — an HTK agent who was in the same office as Mr. Campbell — his opinion about BHDC. In his office, Mr. Wheeler responded to Ms. Temples that he thought it was a "good thing," that "customers were loving it," and that if he "had any extra money he would invest in it too."
¶ 31 Neither Mr. Burdick nor Ms. Temples received notification from Mr. Campbell or HTK that Mr. Campbell was no longer an authorized agent of HTK. The Registered Representative's Contract between Mr. Campbell and HTK required a representative to "immediately remove any signs and terminated [sic] all advertisements, including telephone numbers if possible, which may indicate an association with HTK" and "immediately notify all clients in writing that Representative is no longer associated with HTAK [sic], sending a copy of such notice to HTK." Mr. Burdick and Ms. Temples both testified that they received no notice, either from Mr. Campbell or HTK. Mr. Campbell testified that not only did he fail to send a letter notifying clients of his affiliation change, but he continued to monitor his HTK clients' accounts. Jay Baker, a senior compliance analyst with HTK at the time, testified that HTK was aware of Mr. Campbell's resignation, Mr. Campbell's clients were not transferred to another broker-dealer, and Mr. Campbell's clients who purchased HTK products from him were still customers of HTK. Mr. Baker also testified that "[i]t would not be [HTK's] normal practice to ... write out to their client base" to inform them of any affiliation change. Furthermore, the remaining HTK agents sharing the office with Mr. Campbell continued using the same office space (with no change in the configuration), phone and fax numbers, and office signage as Mr. Campbell. Mr. Campbell and the HTK agents also shared a computer system and access to all customer files. Finally, when Mr. Burdick received a statement regarding the BHDC notes reflecting an address change, he phoned Mr. Campbell and was told there "wasn't a problem, it was just some kind of legal issue and they had to do it."
¶ 32 The district court found that Mr. Burdick testified that "he understood [Mr.] Campbell was somehow affiliated with HTK... and he assumed HTK was somehow involved in the sale of BHDC because HTK had been involved with Mr. Campbell two years prior to investing in BHDC." However, the court concluded that "[a]t no time did
¶ 33 Plaintiffs also argue that they did provide sufficient evidence regarding reliance because on November 10, 2010 — nearly seventeen months after the district court's grant of summary judgment — plaintiffs filed a motion for reconsideration along with declarations asserting that they believed Mr. Campbell represented HTK when he sold the BHDC notes and that they relied on HTK when they purchased the notes.
¶ 34 We first reiterate that "postjudgment motions to reconsider are not recognized anywhere in either the Utah Rules of Appellate Procedure or the Utah Rules of Civil Procedure."
¶ 35 The district court ruled that all three elements of apparent authority were at issue with the Category Two Plaintiffs — those plaintiffs who first invested with Mr. Campbell when he was no longer a licensed representative
¶ 36 In evaluation of whether HTK clothed Mr. Campbell with the appearance of authority, we find two cases dealing with the investment context to be instructive. In Harrison v. Dean Witter Reynolds, Inc., the Seventh Circuit, construing Illinois agency law, found that a brokerage firm did not manifest to investors the appearance of authority in its employees when the investors transferred money directly to the employees' personal account for investment rather than opening an account with the brokerage firm.
¶ 37 Ms. Hunter argues that she always believed there was a financial company backing her investment. Ms. Hunter seeks to hold HTK liable, under the theory of apparent authority, based primarily on a business card that was given to her by Mr. Campbell. The district court found that there was "no evidence that [Ms.] Hunter relied on any actions or manifestations of HTK regarding Mr. Campbell's alleged authority to sell investments in BHDC." The district court further found that there was "no evidence" that Ms. Hunter "relied on the manifestations of HTK in making her decision to invest in BHDC."
¶ 38 Ms. Hunter never purchased any investment products from Mr. Campbell while he was a registered representative of HTK. Instead, Ms. Hunter had a previous investment through Pacific Life that she purchased from Mr. Campbell while he was associated with a previous broker-dealer. Her next investment with Mr. Campbell came after his termination from HTK, in April 2003, when she purchased BHDC notes. In order for there to be a manifestation of authority, "the principal ... must cause third parties to believe that the agent is clothed with apparent authority."
¶ 39 Mr. Jordan did not meet with Mr. Campbell until after Mr. Campbell had terminated his relationship with HTK. Mr. Jordan argues that Mr. Campbell had given him a business card identifying HTK, that HTK was aware of Mr. Jordan's relationship with FSFG, and that knowledge amounted to a manifestation of authority. As with Ms. Turner, we find that the business card alone is
¶ 40 The Marquezes met with Mr. Campbell for the first time after his termination from HTK. The crux of their argument on appeal is that they met with Mr. Wheeler, as a registered HTK representative, and Mr. Wheeler referred them across the hall to Mr. Campbell. They contend that Mr. Wheeler's actions are sufficient to meet the element that "the principal has manifested his [or her] consent to the exercise of such authority or has knowingly permitted the agent to assume the exercise of such authority."
¶ 41 Plaintiffs next contend that the district court erred when it granted summary judgment for their claims of negligence and control-person liability. We disagree and affirm the district court ruling.
¶ 42 In their motion for reconsideration on November 10, 2010, plaintiffs proffered new evidence of control liability and asserted a general negligence claim for the first time.
¶ 43 In plaintiffs' Third Amended Complaint, they alleged a count of "Negligent Training and Supervision" on the part of HTK. They argued that HTK placed Mr. Campbell "in a position of trust and reliance," that HTK "did not adequately train" Mr. Campbell, and that HTK "did not adequately supervise" Mr. Campbell. In their motion for summary judgment, plaintiffs asserted that "HTK had an affirmative duty to supervise its Five Star office and customers." At oral argument, the district court asked plaintiffs' counsel, "When you say negligent claim, we're talking about negligent supervision?" Counsel's response was unequivocal: "Yes, your honor." Counsel then stated that plaintiffs' allegation was that HTK was "primarily liable on the negligence claim" because "[t]hey still have to supervise their own customers." However, counsel went on to explain that HTK's duty related to the agency relationship with Mr. Campbell, arguing that if HTK failed to inform the customers of
¶ 44 In their motion for reconsideration, plaintiffs restyled their argument as a broad negligence count, independent of any claim of deficient supervision or training of Mr. Campbell. At the hearing for the motion for reconsideration, the district court recognized that plaintiffs now suggested "that I should view this [claim] in light of a general negligence claim rather than the specific claims" that were pleaded during summary judgment. The court concluded, however, "I'm not inclined to do that, because I'm going to hold the parties to their pleadings."
¶ 45 On appeal, plaintiffs again assert their general negligence claim and allege that this was their argument all along, stating that they "tried in vain to explain" to the district court that their claim was based on "the duties HTK owed them directly as customers, regardless of [Mr.] Campbell." We are not persuaded. We have repeatedly explained that a party must "afford[] the district court a meaningful opportunity to rule on the ground that is advanced on appeal."
¶ 46 Consequently, plaintiffs did not bring this claim to the consciousness of the court until their motion for reconsideration. The claim was not asserted until well over a year after the order for summary judgment was entered, it was not based on any previously unavailable evidence, and plaintiffs do not assert any excuse or exceptional circumstances for not bringing the claim earlier. We therefore conclude that the district court did not abuse its broad discretion in declining to address the claim brought for the first time on a motion for reconsideration. We therefore affirm the district court ruling.
¶ 47 The Manuses and the Marquezes argue that the district court erred when it struck evidence, offered for the first time on reconsideration, to support their theory of control-person liability. As part of their motion to reconsider, plaintiffs attached exhibits that consisted of additional Declarations of the Plaintiffs, a Central Registration Depository database summary listing Mr. Campbell's securities registration (CRD listing), a notice from NASD to members, and FINRA arbitration resolutions. This evidence was an attempt to show that HTK "controlled" both Mr. Wheeler (as HTK's agent to the Marquezes) and Mr. Campbell (as HTK's agent to the Manuses). HTK filed a motion to strike, which the district court granted in full. Plaintiffs appeal the district court's rejection of their control-personal liability claim.
¶ 48 As with their general negligence claim, plaintiffs did not present this issue in their Third Amended Complaint or at summary judgment. Instead, plaintiffs raised control liability as a theory of recovery for the first time in their motion for reconsideration. The district court struck the evidence proffered on reconsideration by plaintiffs as untimely because the evidence was available prior to HTK's motion for summary judgment. The evidence in question and the new control liability theory were presented three years after fact discovery and seventeen months after summary judgment was granted. Therefore, as with the negligence claim, we hold that the district court did not abuse its discretion when it declined to consider the newly presented evidence and
¶ 49 Plaintiffs also contend that HTK is jointly and severally liable for materially aiding Mr. Campbell in the sale of the BHDC notes under Utah Code section 61-1-22(4)(a). They argue that the district court erred when it denied their material aid claim.
¶ 50 We first address HTK's contention that this argument is not preserved. Plaintiffs first raised this argument in their motion for reconsideration. Nonetheless, it appears the district court considered this argument on its merits.
¶ 51 We nonetheless affirm the district court's grant of summary judgment for HTK on the material aid claim. Plaintiffs claim that "HTK materially aided Five Star and Campbell's sales of BHDC ... by failing to destroy Campbell and Five Star's apparent authority." Because we hold that all plaintiffs failed to establish apparent authority between HTK and Mr. Campbell,
¶ 52 Plaintiff Grant Howell appeals the district court's grant of summary judgment in favor of HTK on the grounds that an agreement signed between him and Penn Mutual released his claims against HTK for liability related to the sale of BHDC promissory notes.
¶ 53 In October 2002, while Mr. Campbell was a registered agent of HTK, Mr. Campbell sold Mr. Howell a whole-life insurance policy through Penn Mutual (Policy Number 8129818). In November 2002, Mr. Howell purchased BHDC notes through Mr. Campbell, investing over $100,000. On June 25, 2004, Mr. Howell sent a letter to Penn Mutual expressing dissatisfaction with Mr. Campbell and the policy sold to him by Mr. Campbell. Mr. Howell's letter also complained of the BHDC notes, referring to them as "a private placement investment that was supposed to be paying 12% interest." He noted that he later learned that
¶ 54 In February 2005, the parties executed the release agreement that is the subject of this appeal. Based on the Release, HTK moved for summary judgment against Mr. Howell for his claims relating to the BHDC notes. The district court granted summary judgment, concluding that the Release "is clear and unambiguous" and that "Mr. Howell released HTK and waived any claims against HTK." Mr. Howell now appeals that determination.
¶ 55 The parties agree that, under the terms of the Release, Pennsylvania law governs this issue. Under Pennsylvania law, the "fundamental rule in contract interpretation is to ascertain the intent of the contracting parties."
¶ 56 We thus begin by looking to the language of the Release. Mr. Howell argues that the Release is at least ambiguous because, though it contains broad release language, it also contains "limiting language" that restricts the release to the life insurance policy referenced. The opening paragraph reads:
However, HTK cites the broad language of paragraph three to support its position that the intent of the parties to release all claims is clear and unambiguous. In relevant part, paragraph three states:
HTK argues that "the Release's broad language unquestionably bars Howell's claims," and thus summary judgment was proper. We agree.
¶ 57 Paragraph one provides the reason for the agreement in the first place — the "desire to settle" issues related to the insurance policy. However, there is no language that limits the Release from addressing other concerns between the parties. In fact, the broad language of paragraph three does just the opposite. In that paragraph, Mr. Howell agreed to discharge Penn Mutual (and its subsidiary HTK) "from any claims... of any nature whatsoever ... arising from, or in any way related to his dealings with Mr. Campbell, including the solicitation, purchase, issuance, or administration of" the insurance policy. By "including" the insurance policy as one of the discharged claims, the Release, on its own terms, contemplated the possibility of other claims not referenced. In signing the Release, Mr. Howell agreed to forgo his rights to claims "of any nature whatsoever" related to his interactions with Mr. Campbell. We therefore determine that the plain language of the Release includes claims related to Mr. Campbell's sale of BHDC. Because we determine that the language is clear and unambiguous, "there is no need to resort to extrinsic aids or evidence."
¶ 58 Finally, plaintiffs argue that the district court erred when it denied attorney fees in the trial of Mr. Campbell. Plaintiffs were entitled to pursue attorney fees under Utah Code section 61-1-22(1)(b), which allows a purchaser of a security to seek "reasonable attorney fees" if the seller of the security violates securities laws. Plaintiffs signed a contingency fee agreement with their legal counsel, and, after they succeeded at the district court against Mr. Campbell, sought an award of attorney fees based on this agreement. Plaintiffs' counsel submitted an affidavit of attorney fees that included forty-six dated and itemized entries of attorney time with detailed descriptions of work performed. The district court reviewed the affidavit and request for fees and expressed concern that the affidavit did not separate out fees based on successful and unsuccessful claims, which caused the district court concern.
¶ 59 Plaintiffs argue that the court erred when it attempted to distinguish between successful and unsuccessful claims
¶ 60 The district court made no findings as to the four questions above. The district court determined only that it was impossible to separate the time spent on the separate Campbell and HTK claims, and therefore impossible to determine reasonable attorney fees. Thus, the district court denied the attorney fee request in its entirety. After reviewing the affidavit submitted by counsel, we hold that the district court abused its discretion when it denied attorney fees entirely and failed to make any findings relevant to the four questions above. There was no dispute as to the hourly rate presented by plaintiffs' counsel, and the affidavit clearly identifies 282 hours attributable only to the prosecution of the Campbell claim, amounting to $84,600. Despite the broad authority granted the district court in the determination of attorney fees, this broad authority is not an invitation to forego a reasoned analysis or attempt to parse out an appropriate award of attorney fees.
¶ 61 We therefore reverse the rejection of plaintiff counsel's affidavit and resulting denial of attorney fees and remand for a determination of appropriate attorney fees. Plaintiffs are entitled to a reasonable attorney fee for the time spent pursuing the claim against Mr. Campbell for which they were successful at trial and which was adequately identified by their affidavit in sections 6(oo)-6(tt). With regards to the remaining time, the district court must conduct a reasonableness analysis and attempt to discern what fees may be divided between the Campbell claims and the HTK claims.
¶ 62 We affirm the district court's grant of summary judgment as to all plaintiffs for failing to demonstrate that genuine issues of material fact exist on the issue of HTK's liability under a theory of apparent authority. We conclude that the district court did not abuse its discretion when it declined to hear new evidence and claims on theories of HTK's negligence and control-person liability raised for the first time on a motion to reconsider. We affirm the district court's grant of summary judgment to HTK on plaintiffs' material aid theory. We hold that the district court did not err when it determined that the Release between Mr. Howell and HTK released his claims against HTK regarding the BHDC notes. Finally, we conclude the district court abused its discretion