Summary
The Utah Supreme Court reviewed summary judgment rulings in a dispute over whether development rights and equivalent residential units were conveyed under a 2005 settlement agreement and special warranty deed. The court held that the deed was unambiguous and did not convey the provisional development rights associated with the prior county approval, and it affirmed judgment for Mountain Resorts Development on the plaintiff's claims.
Topics
Practice areas
Questions Presented
- Whether the deed's general language conveying all rights and privileges appurtenant to parcel A transferred ERUs or other development rights associated with the 2002 county approval.
- Whether the deed was ambiguous or should be reformed based on the parties' alleged intent to transfer development rights.
- Whether MRD fraudulently induced Keith to enter the 2005 settlement agreement.
- Whether MRD intentionally interfered with Keith's prospective economic relations through its statements concerning ownership of the ERUs.
Holdings
- The deed was unambiguous, and its general conveyance of the property together with all appurtenances, rights, and privileges did not include the conditional ERUs or development rights granted under the county's approval.
- MRD did not breach the settlement agreement or deed, and Keith did not adequately present a basis for reformation.
- Keith's fraudulent-inducement claim failed as a matter of law because she presented no evidence that MRD made a false representation that induced her to enter the settlement agreement.
- Keith failed to establish improper purpose or improper means because MRD's statements were made in pursuit of its own economic interest and were not shown to be unlawful, deceitful, or predominantly intended to injure Keith.
Key quotations
“A development approval does not create independent free-floating vested property rights—the rights obtained by the submission and later approval of a development plan are necessarily conditioned upon compliance with the approved plan.” (¶ 31)
“Land development rights, which are a conditional right granted and controlled by the county government, are not included as a matter of law in a deed's general terms of conveyance giving a grantee the “rights and privileges thereunto belonging” to a piece of real property.” (¶ 48)
Factual background
Betty Keith and United Park City Mines jointly owned approximately 321 acres in Wasatch County and obtained approval for the Pioche Mountain Estates development, which included 183 equivalent residential units. After Mountain Resorts Development acquired the interests of Keith's siblings, MRD and Keith could not agree on joint development or a purchase price, and they settled a partition action by exchanging interests: Keith received all of parcel A, while MRD received Keith's interests in parcels B and C. The deeds conveyed the grantors' interests in the respective real property together with appurtenances, rights, and privileges, but did not expressly mention ERUs or development entitlements. The parties thereafter proceeded independently, and MRD asserted that Keith had received no ERUs under the development approval.
Procedural history
Mountain Resorts Development filed a partition action after the parties failed to agree on joint development of commonly owned parcels. The parties settled by exchanging interests in the parcels and stipulated to dismissal of the partition action. After the settlement, Keith sued, asserting that development rights or ERUs had transferred to her under the settlement and deeds. The district court granted summary judgment to MRD on all claims, and the Utah Supreme Court affirmed.