Articles Posted in Commercial Law

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Alpine Vision entered into loan agreements with Prinsburg State Bank's predecessor in interest. Several individuals (Guarantors) executed personal guarantees for the loans. Knighton Optical subsequently purchased Alpine Vision and defaulted on the loans. Prinsburg sued the Guarantors to recover the balance. Prinsburg then sold the collateral but did not apply the sale's proceeds to the outstanding balance of the loans. The Guarantors objected to the sale. After the district court denied all but one of Prinsburg's claims on summary judgment, the parties stipulated to a list of statements consistent with the district court's findings and conclusions, and additionally to a statement that resolved the remaining claim in favor of the Guarantors. The district court accepted the parties' stipulations and summarily denied all of Prinsburg's claims. The court of appeals declined to consider Prinsburg's arguments on appeal, concluding that the parties' stipulations unambiguously resolved the case and precluded appellate review. The Supreme Court affirmed but on different grounds, holding that, because Prinsburg stipulated to the district court's resolution of this case, it was estopped from challenging that resolution on appeal. View "Prinsburg v. Abundo" on Justia Law

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In this dispute two companies claimed superior interests in a subdivision property. VCS, Inc. performed work on the subdivision as a general contractor and claimed a valid mechanic's lien on the property. Utah Community Bank (UCB) claimed it acquired an interest in the same property by extending a construction loan, secured by a deed of trust, to the subdivision's owner. VCS sued UCB to vindicate its allegedly superior interest in the property. UCB, in response, asserted that VCS's mechanic's lien was not valid as against UCB's interest because VCS failed to record a timely lis pendens. The district court granted summary judgment for UCB. The Supreme Court affirmed, holding (1) VCS's failure to record a timely lis pendens rendered its mechanic's lien void and unenforceable as against UCB; (2) VCS was not entitled to equitable relief under the doctrine of unjust enrichment because it failed to appropriate exhaust its legal remedies; (3) accordingly, the district court did not err in awarding attorney fees to UCB; and (4) likewise, UCB was entitled to its reasonable attorney fees incurred on appeal. View "VCS, Inc. v. La Salle Dev., LLC" on Justia Law

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Dentist purchased dental practice management software from Company to aid his patient data requirement. The contract between Dentist and Company limited Dentist's remedies for damages in tort caused by defects in the Company's software. Although Company warned Dentist to back up his patient data, Dentist's patient data was lost when installing the software. Dentist sued Company under several theories, and the district court granted Company's motion for summary judgment. Dentist appealed only the order granting summary judgment on his tort claims. The Supreme Court affirmed, concluding that the limitation of liabilities clause in the contract was enforceable, as provisions in software contracts allocating the risk of such a loss to the consumer are enforceable. View "Blaisdell v. Dentrix Cental Sys., Inc." on Justia Law

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David Pyper hired attorney Justin Bond to represent him in a probate matter. Bond's law firm subsequently sued Pyper to obtain payment of the attorney fees. The district court entered a judgment in favor of the law firm for $10,577. To satisfy the judgment, Bond filed a lien against a house owned by Pyper that was worth approximately $125,000. Bond was the only bidder at the sheriff's sale auctioning Pyper's home and purchased Pyper's home for $329. Pyper later communicated his desire to redeem his property to Dale Dorius, another attorney at the firm, but was unable to speak to Bond after several attempts. After the redemption period expired, the deed to Pyper's home was transferred to Bond. Pyper subsequently filed a petition seeking to set aside the sheriff's sale of his property. The district court set aside the sheriff's sale. The court of appeals affirmed. The Supreme Court affirmed, holding the court of appeals did not err in (1) concluding that gross inadequacy of price together with slight circumstances of unfairness may justify setting aside a sheriff's sale and (2) affirming the district court's conclusion that Bond and Dorius's conduct created, at least, slight circumstances of unfairness. View "Pyper v. Bond" on Justia Law

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This case concerned the application of payments made in connection with a real estate transaction between Kang Park and Marsha Park and Gary Stanford. The district court granted summary judgment to the Parks, determining, as a matter of law, that none of the payments Stanford submitted to the Parks could be credited toward a personal guaranty Stanford had made on the note payable to the Parks. The court of appeals affirmed the district court's grant of summary judgment, concluding that no evidence indicated the Parks had actual knowledge that Stanford intended for the past payments to apply to his guaranty and no agreement or contractual provision expressly required the Parks to make such an application. On certiorari, the Supreme Court reversed, holding (1) the court of appeals applied the wrong test in its holding, and rather, a rule in which payments are credited toward a personal guaranty when the recipient of the payments has a reasonable basis to know the payments were submitted in satisfaction of the guaranty governed the application of payments toward a personal guaranty; and (2) genuine issues of material fact precluded summary judgment under the rule and the record required further development. Remanded. View "Park v. Stanford" on Justia Law