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Thomas v. Mattena

Court of Appeals of Utah

May 11, 2017

Afton B. Thomas, Appellant,
George Tennyson Mattena, Jody K. Mattena, and Bad Lands Bow Hunters LLC, Appellees.

         Third District Court, Salt Lake Department The Honorable Ryan M. Harris No. 130905157

          Brett D. Cragun, Attorney for Appellant.

          John V. Mayer, Attorney for Appellees.

          Judge Michele M. Christiansen authored this Opinion, in which Judges Gregory K. Orme and J. Frederic Voros Jr. concurred.


          CHRISTIANSEN, Judge.

         ¶1 This case concerns the enforceability of a promissory note memorializing a loan made to a limited-liability company when the promissory note does not contain personal liability terms. We conclude that the district court did not plainly err in determining that the note was enforceable against the company but not the individual signers, and we therefore affirm.

         ¶2 Afton B. Thomas was the trustee of several trusts, including the Kent E. Thomas Marital Trust. Jody K. Mattena is a contingent beneficiary of that trust. She and George Tennyson Mattena own Bad Lands Bow Hunters LLC (Bad Lands).

         ¶3 In 2011, these parties met to discuss the use of a building owned by the trust. The parties agreed that Bad Lands would lease the building. The lease terms were not reduced to a writing signed by all of the parties. However, the parties understood that the Mattenas would be personally responsible for paying the lease if Bad Lands did not.

         ¶4 Also in 2011, Thomas loaned $200, 000 to Bad Lands from the trust. This money was to be used for improvements to the building and to fund the company's start up costs. Later, Thomas increased the loan to a total of $300, 000. The Mattenas executed a promissory note, but, as the district court found, the wording was "ambiguous and was not clearly drafted to indicate individual liability." The disbursement checks from the trust were made out to Bad Lands, not the Mattenas. While Thomas believed Bad Lands and the Mattenas would be jointly liable for repaying the loan, the Mattenas did not share that belief. Instead, they believed liability for loan repayment would mirror the terms of a business loan previously made by Thomas to Jody Mattena's half sister, which did not include any provision for personal liability.

         ¶5 In 2013, Thomas brought suit on behalf of the trust against Bad Lands and the Mattenas for missing payments on the lease and loan. At the conclusion of the bench trial, the district court ruled that Bad Lands and the Mattenas were jointly liable for amounts due under the lease. But the court also ruled that, because "there was never a meeting of the minds between the parties as to personal liability or personal responsibility" for the loan, only Bad Lands was responsible for repaying the loan.

         ¶6 On appeal, Thomas contends that no contract could exist in the absence of a meeting of the minds on the Mattenas's personal liability for the loan, and thus that the district court erred in ruling that Bad Lands was solely responsible for repaying the loan. Whether a contract exists is a legal determination, and we therefore review a district court's conclusion as to that issue for correctness. See Cea v. Hoffman, 2012 UT App 101, ¶ 9, 276 P.3d 1178.

         ¶7 We first address preservation. An issue is preserved for appeal when it has been presented to the district court in such a way that the district court had the opportunity to address it. Wohnoutka v. Kelley, 2014 UT App 154, ¶ 4, 330 P.3d 762. When an issue has not been so preserved, it is usually deemed waived. Id. ¶ 3. "The preservation requirement is based on the premise that, in the interest of orderly procedure, the trial court ought to be given an opportunity to address a claimed error and, if appropriate, correct it." Id. (citation and internal quotation marks omitted).

         ¶8 Here, Thomas claims the "issue was preserved for appeal by the following: Findings of Fact and Conclusions of Law." This document memorializes the district court's evidentiary findings as to the underlying facts and the court's legal conclusion that Thomas "did not carry her burden of proving that any personal liability for the Bad Lands Loan attaches to the Mattenas individually." But nothing in the ruling suggests that Thomas ever argued to the district court that no loan contract existed at all as a result of the parties' failure to come to a meeting of the minds on the personal-liability issue. See State v. Kennedy, 2015 UT App 152, ¶ 21, 354 P.3d 775 (noting that, to preserve an issue for appeal, "[t]he appellant must present the legal basis for her claim to the trial court, not merely the underlying facts or a tangentially related claim"); see also Prime Ins. Co. v. Graves, 2016 UT App 23, ¶ 10, 367 P.3d 1029 (same); Wohnoutka, 2014 UT App 154, ¶ 8 (ruling an issue unpreserved where the appellant "takes the evidence introduced in support of his preserved but unsuccessful contract claim and reweaves the constituent evidentiary threads into a new legal theory"). We therefore conclude that Thomas did not preserve her issue for appeal.

         ¶9 Thomas asserts that we may nonetheless review her claim pursuant to the plain-error doctrine. To obtain relief via the plain-error doctrine, an appellant must "show the existence of a harmful error that should have been obvious to the district ...

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