Young Res. Ltd. P'ship v. Promontory Landfill LLC , 427 P.3d 457 ( 2018 )

2018 UT App 99THE UTAH COURT OF APPEALS
YOUNG RESOURCES LIMITED PARTNERSHIP,
Appellant,
v.
PROMONTORY LANDFILL LLC AND PROMONTORY POINT
LAND RESOURCES LLC,
Appellees.
Opinion
No. 20160655-CA
Filed June 1, 2018
First District Court, Brigham City Department
The Honorable Brandon J. Maynard
No. 160100006
R. Stephen Marshall and Jason R. Hull, Attorneys
for Appellant
Jason D. Boren and David P. Mooers-Putzer,
Attorneys for Appellees
JUDGE DIANA HAGEN authored this Opinion, in which
JUDGES JILL M. POHLMAN and RYAN M. HARRIS concurred.
HAGEN, Judge:
¶1 In 2001, Promontory Point Land Resources LLC (PPLR)
was formed to develop a landfill in Box Elder County, Utah. As
part of this venture, Young Resources Limited Partnership
agreed to contribute real property to PPLR to serve as the site of
the landfill, subject to certain restrictions. When the property
was conveyed to PPLR, however, the warranty deed failed to
reflect those restrictions. PPLR then sold the unencumbered
property to Promontory Landfill LLC in 2004. Nearly twelve
years later, Young Resources brought this lawsuit, which the
district court dismissed as barred by the statute of limitations
and the merger doctrine. Because we agree with the district court
Young Resources v. Promontory Landfill
that Young Resources’ claims are barred by the statute of
limitations, we affirm on that basis without reaching the
alternative ground for dismissal.
BACKGROUND
¶2 Young Resources, Samuel N. Chournos, and Kerry
Zundel formed PPLR for the purpose of developing a landfill in
Box Elder County, Utah. They agreed that Zundel would act as
manager and provide the necessary capital, and that Chournos
and Young Resources would contribute real property that they
separately owned to serve as the site of the landfill (the Landfill
Area). Under PPLR’s Operating Agreement, Zundel did not
have authority to “[e]ncumber or do anything affecting the use
of Company Property without prior consent of all Members.”
¶3 Before conveying the real property to PPLR, Young
Resources and Chournos entered into an Amended Operating
Agreement with Zundel. Young Resources and Chournos agreed
to contribute equal property acreage to PPLR for the Landfill
Area, reserving the “appurtenant water or mineral rights.” In
addition, the Amended Operating Agreement provided that
Young Resources and Chournos would retain a reversionary
interest in the property, which entitled them to the return of
their property if the Landfill Area had not been developed
within five years.
¶4 To facilitate the transfer of Young Resources’ property to
PPLR, Zundel provided Young Resources with a warranty deed
(the First Warranty Deed). Contrary to the terms of the
Amended Operating Agreement, the First Warranty Deed
purported to transfer all of Young Resources’ interest in the
property without any reservations or conditions. Young
Resources executed the First Warranty Deed, and Zundel
recorded it in April 2003.
20160655-CA 2 2018 UT App 99Young Resources v. Promontory Landfill
¶5 In 2004, PPLR transferred the Landfill Area to
Promontory Landfill, another company managed by Zundel.
According to Young Resources, Zundel made this transfer
“without notice to [PPLR’s] members and without receiving
authority from all members.” Like the First Warranty Deed, the
deed transferring the Landfill Area to Promontory Landfill
(the Second Warranty Deed) did not contain a right of reverter
or the reservation of water and mineral rights. The Second
Warranty Deed was recorded in April 2004.
¶6 In 2016, Young Resources sued Promontory Landfill and
PPLR (collectively, Defendants), alleging that Zundel lacked
authority to transfer the property and that any transfer was
subject to the conditions contained in the Amended Operating
Agreement. The Claims 1, 2, 3, and 7 are at issue in this appeal.
In Claim 1, Young Resources seeks a declaratory judgment
derivatively on behalf of PPLR 1 quieting title against
Promontory Landfill on the ground that “Zundel did not have
authority to convey the Young Resources Property to
Promontory Landfill without the consent of Young Resources.”
If the court grants relief on Claim1, Claim 2 seeks a judgment
against PPLR that Young Resources is entitled to the return of
the property not developed within five years, as provided by the
Amended Operating Agreement. In the alternative, Claim 3
seeks a declaratory judgment that Promontory Landfill is not a
bona fide purchaser but took the property from PPLR subject to
the right of reverter in the Amended Operating Agreement.
Claim 7, also in the alternative, seeks a declaratory judgment
that PPLR’s rights and duties with respect to the Landfill Area
were nonassignable and could not be transferred to Promontory
Landfill.
1. For purposes of the motion to dismiss, Defendants have not
challenged Young Resources’ right to bring a derivative action
on behalf of PPLR.
20160655-CA 3 2018 UT App 99Young Resources v. Promontory Landfill
¶7 In response to these claims, Defendants moved to dismiss
the complaint or, in the alternative, for summary judgment.2 The
district court granted the motion to dismiss, ruling that the
claims were barred by both the merger doctrine and the statute
of limitations.
ISSUE AND STANDARD OF REVIEW
¶8 On appeal, Young Resources challenges the dismissal of
Claims 1, 2, 3, and 7 based on the statute of limitations. 3 “A Rule
12(b)(6) motion to dismiss admits the facts alleged in the
complaint but challenges the plaintiff’s right to relief based on
those facts.” Oakwood Village LLC v. Albertsons, Inc., 2004 UT 101,
¶ 8, 104 P.3d 1226 (quotation simplified). “Under a rule 12(b)(6)
dismissal, our inquiry is concerned solely with the sufficiency of
the pleadings, and not the underlying merits of the case.” Id.(quotation simplified). “In reviewing the trial court’s decision,
we accept the factual allegations in the complaint as true and
interpret those facts and all inferences drawn from them in the
light most favorable to the plaintiff as the non-moving party.” Id.
¶ 9.
¶9 The grant of a motion to dismiss pursuant to rule 12(b)(6)
presents a question of law that this court reviews for correctness.
2. Because the motion could be resolved without considering
matters outside the pleadings, the district court deemed it
unnecessary to convert the motion to one of summary judgment
under rule 12(b) of the Utah Rules of Civil Procedure.
3. Young Resources also contends that the district court erred in
ruling that the merger doctrine barred these claims and that the
collateral acts exception did not apply. Because we affirm the
district court’s ruling based on the statute of limitations ground,
we need not reach the merger issue.
20160655-CA 4 2018 UT App 99Young Resources v. Promontory Landfill
See Lilley v. JP Morgan Chase, 2013 UT App 285, ¶ 4, 317 P.3d 470.
Similarly, the “determination that a statute of limitations has
expired is also a question of law which we review for
correctness, giving no particular deference to the lower court’s
determination.” Hansen v. Department of Fin. Insts., 858 P.2d 184,
186 (Utah Ct. App. 1993).
ANALYSIS
¶10 A plaintiff must file a complaint before the statute of
limitations expires or its claim will be barred. See Russell Packard
Dev., Inc. v. Carson, 2005 UT 14, ¶ 20, 108 P.3d 741. While there
are several different statutes of limitations that could arguably
apply to Young Resources’ claims, the longest would be the
seven-year statute of limitations for actions founded upon title to
real estate. 4 When Young Resources brought this action in 2016,
nearly twelve years had elapsed since PPLR conveyed the
property to Promontory Landfill, and nearly thirteen years had
elapsed since Young Resources signed the First Warranty Deed
that failed to reflect the intended restrictions. Thus, Young
4. As the district court noted,
Utah Code has provided several statute of
limitations, which could apply in the case at hand:
a seven-year limitation for actions founded upon
real estate; a six-year limitation for actions based
upon contract, obligation, or liability founded
upon a writing; a four-year limitation for claims
not subject to a specific statute of limitations; and a
three-year limitation for claims of fraud, mistake,
or attempts to reform a contract or a deed. Utah
Code §§ 78B-2-207, 78B-2-309, 78B-2-307, and 78B-
2-305.
20160655-CA 5 2018 UT App 99Young Resources v. Promontory Landfill
Resources’ claims would appear to be time-barred even under
the most generous statute of limitations.
¶11 Young Resources presents two arguments for holding
otherwise. First, Young Resources argues that no statute of
limitations applies to Claims 1 and 2 because they are “true quiet
title” claims. Second, Young Resources argues that the statute of
limitations on Claims 3 and 7 did not begin to run until the date
its declaratory judgment claims “became ripe,” and that date
cannot be determined from the pleadings. We examine each of
these arguments in turn.
I. Claims 1 and 2
¶12 Young Resources challenges the dismissal of its first two
claims, arguing that no statute of limitations applies to Claim 1
because it seeks only to quiet title in PPLR, and the specific
performance sought in Claim 2 is dependent on prevailing on
Claim 1. When “the action is purely one to remove a cloud or to
quiet the title to real property, the statute of limitations has no
application.” Bangerter v. Petty, 2009 UT 67, ¶ 12, 225 P.3d 874(quotation simplified). But this exception applies only when a
“true quiet title action” is brought. In re Hoopiiaina Trust, 2006 UT
53, ¶ 26, 144 P.3d 1129. Accordingly, the court must determine
“whether a claim is a true quiet title action or whether the
claimant really seeks other relief.” Id. “If the party’s claim for
quiet title relief can be granted only if the party succeeds on
another claim, then the statute of limitations applicable to the
other claim will also apply to the quiet title claim.” Id. ¶ 27.
Courts must be cautious in applying this rule because “parties
should not be able to avoid the statute of limitations on other
claims by simply disguising them as claims for quiet title relief.”
Id. ¶ 26.
¶13 To bring a true quiet title action exempt from the
limitations period, a plaintiff must already hold title or be in
actual possession of the property under a claim of ownership.
20160655-CA 6 2018 UT App 99Young Resources v. Promontory Landfill
See id. ¶ 27; see also Bangerter, 2009 UT 67, ¶ 14. As our supreme
court explained in Hoopiiaina, “a true quiet title action is a suit
brought to quiet an existing title against an adverse or hostile
claim of another, and the effect of a decree quieting title is not to
vest title but rather is to perfect an existing title as against other
claimants.” 2006 UT 53, ¶ 26 (quotation simplified); see also
Department of Social Services v. Santiago, 590 P.2d 335, 337 (Utah
1979) (“[A] quiet title action, as its name connotes, is one to quiet
an existing title against an adverse or hostile claim of another.”).
In other words, a party asserts a true quiet title claim when “that
party merely requests that the court adjudicate the validity of an
opponent’s adverse or hostile claim to property to which the
party [either] already holds title,” Hoopiiaina, 2006 UT 53, ¶ 27, or
is in “actual possession . . . under a claim of ownership,”
Bangerter, 2009 UT 67, ¶ 14. 5
¶14 Claims 1 and 2 cannot be characterized as true quiet title
actions, because PPLR does not claim to hold title to the Landfill
Area, nor is it in actual possession. Granting the relief sought
would not quiet the existing title held by Promontory Landfill
against adverse claims. Instead, Young Resources seeks to void
the transfer to Promontory Landfill in order to vest title in PPLR.
See Hoopiiaina, 2006 UT 53, ¶ 26. PPLR has no colorable claim to
title or ownership of the property without first establishing that
Zundel lacked authority to transfer the property to Promontory
5. Defendants argue that Bangerter v. Petty, 2009 UT 67, 225 P.3d
874, effectively overruled In re Hoopiiaina Trust, 2006 UT 53, 144
P.3d 1129, and requires a plaintiff to be in actual possession of
the property subject to the quiet title action to avoid the statute
of limitations. We do not read Bangerter as supplanting the rule
in Hoopiiaina but as expanding it to apply to quiet title actions
where the plaintiff is in actual possession of the property, even if
the plaintiff does not hold title.
20160655-CA 7 2018 UT App 99Young Resources v. Promontory Landfill
Landfill. Consequently, Young Resources is seeking affirmative
relief, not the removal of a cloud on existing title.
¶15 Relying on the Utah Supreme Court’s decision in
Hoopiiaina, Young Resources nonetheless argues that “a quiet
title claim that involves only a question of authority to make a
transfer of property is a ‘true quiet title action’ that has no
statute of limitations.” (Quoting id. ¶ 26.) In Hoopiiaina, the
property at issue had been conveyed to two irrevocable trusts to
which the plaintiffs were beneficiaries. Id. ¶¶ 3–4. Many years
later, the grantor drafted a holographic will in which he
purported to bequeath the same property to the defendants. Id.
¶ 7. The plaintiffs sued to quiet title in the property. Id. ¶ 13. In
its ruling, the Utah Supreme Court explained that because the
property was placed in an irrevocable trust, the plaintiffs were
immediately vested with equitable title in the property. Id. ¶ 31.
And because the grantor could not bequeath something he did
not own, the defendants held nothing more than an adverse
claim to the property. Id. ¶ 33. As a result, the plaintiffs’ quiet
title claim was “simply an action to remove an adverse claim to
real property to which plaintiffs already [held] equitable title—in
other words, a true quiet title action.” Id. ¶ 32.
¶16 Hoopiiaina hinged not on whether the transfer to the
defendants was authorized but on who held title to the property.
After placing the property in an irrevocable trust, the grantor no
longer owned the property. Id. ¶¶ 32–33. Our supreme court
characterized the deed defendants recorded as no more than a
“wild deed,” id. ¶ 32, that is, a deed “executed by a grantor who
does not have record ownership of the property,” Pioneer
Builders Co. of Nev. v. K D A Corp., 2012 UT 74, ¶ 51, 292 P.3d 672.
Because the grantor in Hoopiiaina no longer owned the property,
he had no ability to transfer it to anyone under any
circumstances.
¶17 Here, there is no question that PPLR owned the Landfill
Area at the time of the transfer to Promontory Landfill and that
20160655-CA 8 2018 UT App 99Young Resources v. Promontory Landfill
PPLR had the ability to transfer the property through its
manager, Zundel. Thus, unlike the deed in Hoopiiaina, the
Second Warranty Deed conveying the property to Promontory
Landfill was not a “wild deed” executed by a grantor who
lacked ownership of the property. See 2006 UT 53, ¶ 32; see also
Pioneer Builders Co., 2012 UT 74, ¶ 51. Instead, Young Resources’
claim is that this particular transfer on behalf of PPLR was
unauthorized because Zundel failed to get Young Resources’
approval and “had no authority to ‘[e]ncumber or do anything
affecting the use of Company Property without the prior consent
of all Members.’” Unlike the plaintiffs in Hoopiiaina, who held
equitable title to the property as beneficiaries of the trust, PPLR
has no claim to any kind of title—equitable or otherwise—unless
Young Resources prevails on its affirmative claim that the
transfer should be declared null and void because Zundel
exceeded his authority.
¶18 This case is therefore more akin to Davidsen v. Salt Lake
City, 81 P.2d 374 (Utah 1938), where the plaintiff deeded
property to the city but brought a quiet title action to set aside
the deed based on fraud. See id. at 374. The supreme court
determined that the plaintiff was not in possession of the
property and had no claim to title “unless his right to have the
deed cancelled [was] established.” Id. at 376. The court
recognized that “actions by which nothing is sought except to
remove a cloud from or to quiet the title to real property as
against apparent or stale claims are not barred by the statute of
limitations,” but the limitations period “does apply to actions in
which the principal purpose is to obtain some affirmative relief.”
Id. By asking that the deed he executed to defendants be
cancelled for fraud, the plaintiff was asking “for affirmative
relief other than removal of a cloud on his title.” Id. Because the
plaintiff’s right to relief depended on establishing his fraud
claim, the plaintiff was required to “bring his action within the
period provided by law for an action based upon that ground.”
Id. at 377.
20160655-CA 9 2018 UT App 99Young Resources v. Promontory Landfill
¶19 Similarly, neither Young Resources nor PPLR are in
possession of the property, and they do not have any colorable
claim to title without first establishing that Zundel lacked
authority to effectuate the particular transaction in question. As
in Davidsen, Young Resources does not seek removal of a cloud
on PPLR’s existing title but affirmative relief declaring that
Zundel acted without corporate authority on this one occasion,
and that the Second Warranty Deed is therefore null and void.
Because Young Resources, on behalf of PPLR, has no claim to
title unless it succeeds on another claim, the statute of limitations
applicable to that other claim applies. Under even the most
generous statute of limitations, Claims 1 and 2 are untimely and
were properly dismissed.
II. Claims 3 and 7
¶20 Young Resources argues that the district court erred in
dismissing Claims 3 and 7 as barred by the statute of limitations
because the date those claims accrued was not evident from the
face of the complaint. “As a general rule, a statute of limitations
begins to run upon the happening of the last event necessary to
complete the cause of action.” Russell Packard Dev., Inc. v. Carson,
2005 UT 14, ¶ 20, 108 P.3d 741 (quotation simplified). In other
words, “a cause of action accrues when a plaintiff could have
first filed and prosecuted an action to successful completion.”
DOIT, Inc. v. Touche, Ross & Co., 926 P.2d 835, 843 (Utah 1996).
¶21 “In a declaratory action such as this one, a party seeking a
declaration of rights must show the existence of (1) a justiciable
controversy, (2) parties whose interests are adverse, (3) a legally
protectible interest residing with the party seeking relief, and
(4) issues ripe for determination.” Board of Trustees of Washington
County Water Conservancy Dist. v. Keystone Conversions, LLC, 2004
UT 84, ¶ 32, 103 P.3d 686 (quotation simplified). Issues are ripe
for determination when the conflict has “sharpened into an
actual or imminent clash of legal rights and obligations between
20160655-CA 10 2018 UT App 99Young Resources v. Promontory Landfill
the parties,” as opposed to a mere difference of opinion
regarding the hypothetical “situation in which the parties might,
at some future time, find themselves.” Id. (quotation simplified).
¶22 Young Resources argues that its declaratory judgment
claims did not become ripe until “Young Resources learned that
PPLR and Promontory Landfill were taking the position that the
[Second] Warranty Deed had conveyed water and mineral rights
and that there was no obligation to return the Young Resources
Property to Young Resources if the landfill development had not
commenced within five years.” Because the complaint did not
allege the date it learned these facts, Young Resources argues
that the court could not determine, on a motion to dismiss, that
the statute of limitations had run.
¶23 We disagree with Young Resources’ characterization of
when Claims 3 and 7 became ripe. Claim 3 seeks a declaratory
judgment that Promontory Landfill was not a bona fide
purchaser under Utah Code section 57-3-103(1) and is therefore
subject to the right of reverter anticipated by the Amended
Operating Agreement. 6 The last event necessary to complete this
cause of action was deeding the Landfill Area from PPLR to
Promontory Landfill without including the right of reverter. At
that point, the issue of whether Young Resources’ unrecorded
rights were extinguished by the sale to a bona fide purchaser
was ripe for adjudication. Contrary to Young Resources’
argument, the controversy was not merely theoretical until PPLR
and Promontory Landfill took the position that its rights had
6. While the complaint also alleged that Promontory Landfill
took the property subject to Young Resources’ reservation of
water and mineral rights, “Young Resources has not pursued an
appeal with respect to the lower court’s ruling that the covenant
relating to water and mineral rights is barred by the merger
doctrine.”
20160655-CA 11 2018 UT App 99Young Resources v. Promontory Landfill
been extinguished. “An accrued state of facts as opposed to a
hypothetical state of facts” arose when the Second Warranty
Deed, by its very terms, did not reflect a right of reverter.
Alternative Options & Services for Children v. Chapman, 2004 UT
App 488, ¶ 24, 106 P.3d 744 (quotation simplified). Once PPLR
conveyed the property to Promontory Landfill without that
condition, an actual clash of the parties’ legal rights existed that
could be resolved by a declaratory judgment.
¶24 Similarly, Claim 7 seeks a declaratory judgment that
PPLR’s rights and duties with respect to the development of the
landfill were not assignable and therefore the “transfer and
conveyance of those rights to Promontory Landfill is null and
void.” Young Resources could have brought and prosecuted this
claim as soon as the allegedly null and void transfer occurred.
Because the sale of the property from PPLR to Promontory
Landfill created a justiciable controversy with issues ripe for
determination, this claim accrued and the statute of limitations
began to run in 2004.
¶25 The district court properly disposed of this motion under
rule 12(b)(6). “[W]hen a complaint includes all information,
including salient dates, demonstrating that the action is time-
based, the statute of limitations may be raised in a motion to
dismiss.” In re S.O., 2005 UT App 393, ¶ 8, 122 P.3d 686 (per
curiam). If the court considers matters outside the pleadings to
determine whether the claim is time-barred, the motion to
dismiss must be treated as a motion for summary judgment,
giving all parties a reasonable opportunity to present evidence.
See Utah R. Civ. P. 12(b) (“If . . . matters outside the pleading are
presented to and not excluded by the court, the motion shall be
treated as one for summary judgment and disposed of as
provided in Rule 56.”). But a document that is “referred to in the
complaint and is central to the plaintiff’s claim” is not
considered to be a matter outside the pleadings. Oakwood Village
LLC v. Albertsons, Inc., 2004 UT 101, ¶ 13, 104 P.3d 122620160655-CA 12 2018 UT App 99Young Resources v. Promontory Landfill
(quotation simplified). If a defendant submits an “indisputably
authentic copy” of such a document, the court may consider it
without converting the rule 12(b)(6) motion into a motion for
summary judgment. Id. (quotation simplified).
¶26 In this case, the district court was not required to look
beyond the pleadings to determine when Young Resources’
causes of action accrued. The complaint alleged that PPLR
purportedly transferred the property to Promontory Landfill in
2004, “without the reservation of mineral and water rights and
the right to withdraw” Young Resources’ property if the landfill
was not developed within five years. Defendants submitted an
indisputably authentic copy of the Second Warranty Deed to the
court, showing that it was recorded on April 8, 2004. Under Utah
law, Young Resources had constructive notice of this conveyance
and its deficiencies when the deed was recorded. See Helfrich v.
Adams, 2013 UT App 37, ¶ 10, 299 P.3d 2 (stating that
“documents completed in accordance [with statute], ‘from the
time of recording with the appropriate county recorder, impart
notice to all persons of their contents’” (quoting Utah Code Ann.
§ 57-3-102(1) (LexisNexis 2010)). Where, as here, Young
Resources does not argue that there was any concealment on the
part of the defendant, such “inquiry notice on the part of the
plaintiff is enough to trigger the running of the limitations
period.” Russell/Packard Dev., Inc. v. Carson, 2003 UT App 316,
¶ 14, 78 P.3d 616, aff’d 2015 UT 14, 108 P.3d 741.
¶27 Moreover, Young Resources never claimed that it did not
discover until a later date that the Landfill Area had been
conveyed to Promontory Landfill without the right of reverter.
Our supreme court has recognized “two narrow settings in
which a statute of limitations may be tolled until the discovery of
facts forming the basis for the cause of action.” Russell Packard,
2005 UT 14, ¶ 21 (quotation simplified). “The first setting
involves application of a statutory discovery rule, when the
relevant statute of limitations, by its own terms, mandates tolling
20160655-CA 13 2018 UT App 99Young Resources v. Promontory Landfill
of the limitations period until the factual basis for the claim has
been discovered.” Stephenson v. Elison, 2017 UT App 149, ¶ 27,
405 P.3d 733. In the second setting, the equitable discovery rule
may operate to toll an otherwise fixed statute of limitations if a
plaintiff does not discover the cause of action due to the
defendant’s concealment or misleading conduct or due to other
exceptional circumstances that would make the application of
the limitations period unjust. See Russell Packard, 2005 UT 14,
¶ 25. Either the statutory discovery rule or the equitable
discovery rule could conceivably apply in this case. See Utah
Code Ann. § 78B-2-305(3) (LexisNexis 2012) (providing that the
three-year statute of limitations in cases of fraud or mistake does
not begin to run “until the discovery by the aggrieved party of
the facts constituting the fraud or mistake”). “Yet before a statute
of limitations may be tolled under either situation, the plaintiff
must make an initial showing that he did not know nor should
have reasonably known the facts underlying the cause of action
in time to reasonably comply with the limitations period.”
Berneau v. Martino, 2009 UT 87, ¶ 23, 223 P.3d 1128.
¶28 During the proceedings below, Young Resources never
claimed that the statute of limitations had been tolled because it
neither knew nor should have known of the alleged mistake in
the Second Warranty Deed until a later date. Young Resources
argued only that the causes of action had not accrued because
the declaratory judgment claims were not “ripe.” Specifically,
Young Resources argued that the court could not determine
when the claims became ripe without extrinsic evidence of
“when the dispute arose,” meaning when the parties “first
beg[a]n arguing over whether or not water rights or mineral
rights should have been included in the deed as required by the
amended operating agreement.”
¶29 Even though Young Resources never invoked the
discovery rule, the district court addressed the doctrine in its
order granting the motion to dismiss. The district court
20160655-CA 14 2018 UT App 99Young Resources v. Promontory Landfill
explained that “Plaintiffs can rebut the presumption that they
had immediate knowledge of the mistakes contained in the
[Second] Warranty Deed,” but “have offered nothing to the
contrary.” The court noted that “Plaintiffs have offered no
evidence as to when they discovered the mistake contained
therein” and concluded that “the Plaintiffs knew of the mistake
when the Warranty Deed was executed.” 7
¶30 On appeal, Young Resources argues that “it was improper
for the court to grant the motion [to dismiss] on the ground that
Young Resources failed to introduce evidence regarding when it
learned of the mistake.” However, Young Resources fails to
develop this argument with any citation to authority or
meaningful analysis. See Utah R. App. P. 24(a)(8). While Young
Resources asserts that it had no burden to come forward with
evidence in response to a rule 12(b)(6) motion to dismiss, it does
not address what burden a plaintiff does have once a defendant
moves to dismiss claims as untimely.
¶31 As a general matter, “a complaint need not anticipate any
of a variety of affirmative defenses, including the statute of
limitations, which a defendant must elect to raise.” Pierucci v.
Pierucci, 2014 UT App 163, ¶ 16, 331 P.3d 7. But when the face of
the complaint would otherwise establish that the claims are
time-barred, a plaintiff presumably bears some burden to invoke
the discovery rule. See, e.g., Aldrich v. McCulloch Props., Inc., 627
F.2d 1036, 1041 n.4 (10th Cir. 1980) (“[W]hen the dates given in
the complaint make clear that the right sued upon has been
extinguished, the plaintiff has the burden of establishing a
factual basis for tolling the statute.”). If a plaintiff had no such
7. Presumably, the district court was referring not to actual
knowledge, which would be a factual question beyond the scope
of a rule 12(b)(6) motion, but to constructive notice as a matter of
law pursuant to Utah Code section 57-3-102(1).
20160655-CA 15 2018 UT App 99Young Resources v. Promontory Landfill
burden, “a statute of limitations defense that is subject to the
discovery rule could never be successfully asserted in a motion
to dismiss, and that is clearly not the rule.” Butler v. Deutsche
Morgan Grenfell, Inc., 2006-NMCA-084, ¶ 33, 140 P.3d 532. Our
supreme court has specifically held that a statute of limitations
defense based on the face of the complaint can be raised in a
motion to dismiss under rule 12(b)(6). See Tucker v. State Farm
Mutual Auto. Ins. Co., 2002 UT 54, ¶ 8, 53 P.3d 947.
¶32 We have previously held that a “general statement” in the
complaint that the plaintiff did not discover the cause of action
until a date within the period of limitations would be “sufficient
to get him past a motion to dismiss.” Pierucci, 2014 UT App 163,
¶ 16 (quotation simplified). But we have not considered what a
plaintiff must do to survive a motion to dismiss if the complaint
contains no such “general statement.” Case law from other
jurisdictions suggests that the scope of a plaintiff’s burden in
such situations is somewhat of an open question. See, e.g.,
American Mech. Solutions., LLC v. Northland Process Piping, Inc.,
184 F. Supp. 3d 1030, 1049 (D.N.M. 2016) (noting that the Tenth
Circuit has not resolved whether the assertion of a tolling
doctrine such as the discovery rule “must be pled with
supporting facts in the complaint or may be merely argued in
response to the motion”); Fox v. Ethicon Endo-Surgery, Inc., 110
P.3d 914, 920–21 (Cal. 2005) (noting that a plaintiff must
specifically plead facts invoking the statutory discovery rule, but
would be entitled to amend her complaint once the defendant
raised statute of limitations defense); Butler, 2006-NMCA-084,
¶ 28 (noting that if not alleged in the complaint, a plaintiff must
“respond to the motion to dismiss with, factual allegations that,
if proved, would support application of the discovery rule”).
¶33 Given the lack of adequate briefing on this question, we
do not decide what a plaintiff seeking the benefit of the
discovery rule must do to defeat a motion to dismiss based on
the statute of limitations. And, considering the record in this
20160655-CA 16 2018 UT App 99Young Resources v. Promontory Landfill
case, it is unnecessary to resolve that issue here. Once
Defendants raised the statute of limitations defense in the
motion to dismiss, Young Resources did not invoke the
discovery rule in any way. Young Resources did not seek to
amend its complaint, did not respond to the motion to dismiss
with factual allegations that would support application of the
discovery rule, did not move to convert the motion to one for
summary judgment so that it could present evidence regarding
the timing of its discovery, and—most tellingly—did not even
argue that the discovery rule applied. By any standard, Young
Resources’ failure to so much as mention the discovery rule is
surely insufficient to survive a motion to dismiss where the
complaint otherwise establishes that the limitations period has
expired.
¶34 Because it was plain from the face of the complaint that
the statute of limitations began to run no later than the transfer
of the property to Promontory Landfill in 2004, these claims
were long since time-barred when Young Resources sued in
2016. Consequently, the district court properly granted
Defendants’ motion to dismiss Claims 3 and 7.
CONCLUSION
¶35 The district court did not err in ruling that Claims 1, 2, 3,
and 7 were barred by the statute of limitations. Accordingly, we
affirm the district court’s order.
20160655-CA 17 2018 UT App 99