Filed: Feb. 03, 2011
Latest Update: Feb. 03, 2011
Summary: MEMORANDUM DECISION ORME, Judge: 1 "Summary judgment is appropriate when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law." Richards v. Security Pac. Nat'l Bank, 849 P.2d 606 , 608 (Utah Ct.App.), cert. denied, 859 P.2d 585 (Utah 1993). We review a district court's grant or denial of summary judgment for correctness. Id. "This is true whether the issue presented on summary judgment is one of law or equity." See id. 2 To es
Summary: MEMORANDUM DECISION ORME, Judge: 1 "Summary judgment is appropriate when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law." Richards v. Security Pac. Nat'l Bank, 849 P.2d 606 , 608 (Utah Ct.App.), cert. denied, 859 P.2d 585 (Utah 1993). We review a district court's grant or denial of summary judgment for correctness. Id. "This is true whether the issue presented on summary judgment is one of law or equity." See id. 2 To est..
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MEMORANDUM DECISION
ORME, Judge:
¶ 1 "Summary judgment is appropriate when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law." Richards v. Security Pac. Nat'l Bank, 849 P.2d 606, 608 (Utah Ct.App.), cert. denied, 859 P.2d 585 (Utah 1993). We review a district court's grant or denial of summary judgment for correctness. Id. "This is true whether the issue presented on summary judgment is one of law or equity." See id.
¶ 2 To establish a breach of contract claim, a party must identify a contracted duty that the other party has breached. See ELM, Inc. v. M.T. Enters., Inc., 968 P.2d 861, 863-64 (Utah Ct.App.1998), cert. denied, 982 P.2d 89 (Utah 1999). When a party seeks an order of specific performance, the contract must clearly impose the duty sought to be enforced. See Brown's Shoe Fit Co. v. Olch, 955 P.2d 357, 365 n. 8 (Utah Ct.App. 1998) (explaining that the terms of a contract may be "certain enough to `provide the basis for the calculation of damages but not certain enough to permit the court to frame an order of specific performance or an injunction'") (quoting Restatement (Second) of Contracts § 362 cmt. a (1981)). Indeed, for a court to order specific performance,
[t]he contract must be free from doubt, vagueness, and ambiguity, so as to leave nothing to conjecture or to be supplied by the court. It must be sufficiently certain and definite in its terms to leave no reasonable doubt as to what the parties intended, and no reasonable doubt of the specific thing equity is called upon to have performed, and it must be sufficiently certain as to its terms so that the court may enforce it as actually made by the parties.
Pitcher v. Lauritzen, 18 Utah.2d 368, 423 P.2d 491, 493 (1967) (citation omitted). See Eckard v. Smith, 527 P.2d 660, 662 (Utah 1974); 1-800 Contacts, Inc. v. Weigner, 2005 UT App 523, ¶ 8, 127 P.3d 1241.
¶ 3 We conclude that even taking the most expansive view of the Development Agreement between Tooele Associates and the City, there is no provision that clearly imposes a continuing duty on the City to maintain the seventeen wastewater storage lakes at issue, let alone a duty to maintain those storage lakes to a specific seepage standard. We acknowledge that an argument can be made based on extrinsic evidence and the covenant of good faith and fair dealing that the City had a duty to maintain the storage lakes, perhaps even to a specific standard. However, because "[s]pecific performance cannot be granted unless the terms [of the contract] are clear, and that clarity must be found from the language used in the document," Eckard, 527 P.2d at 662, absent a clear provision in the Development Agreement imposing a specific maintenance duty, we decline to upset the district court's summary judgment denying equitable relief to Tooele Associates.1 Our decision is reinforced by the institutional reluctance of Utah courts to apply equitable doctrines against municipal bodies and governmental subdivisions. See Eldredge v. Utah State Ret. Bd., 795 P.2d 671, 675 (Utah Ct.App.1990) (explaining that "the doctrine of [equitable] estoppel is not assertable against the state and its agencies"); Xanthos v. Board of Adjustment, 685 P.2d 1032, 1041 (Utah 1984) (Howe, J., dissenting) (explaining that generally, courts are reluctant to impose the equitable doctrine of laches against governmental subdivisions).
¶ 4 Accordingly, we affirm the district court's denial of Tooele Associates' specific performance claim.2
¶ 5 WE CONCUR: WILLIAM A. THORNE JR., and MICHELE M. CHRISTIANSEN, Judges.
