Afton B. Thomas, Appellant,
George Tennyson Mattena, Jody K. Mattena, and Bad Lands Bow Hunters LLC, Appellees.
District Court, Salt Lake Department The Honorable Ryan M.
Harris No. 130905157
D. Cragun, Attorney for Appellant.
V. Mayer, Attorney for Appellees.
Michele M. Christiansen authored this Opinion, in which
Judges Gregory K. Orme and J. Frederic Voros Jr. concurred.
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
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).
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.
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.
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
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.
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).
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.
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 ...