Mardanlou v. Ghaffarian

2015 UT App 128_________________________________________________________
THE UTAH COURT OF APPEALS
HASSAN MARDANLOU,
Plaintiff and Appellee,
v.
ALI GHAFFARIAN AND NASRIN FAEZI,
Defendants and Appellants.
Opinion
No. 20120778-CA
Filed May 21, 2015
Third District Court, Salt Lake Department
The Honorable L.A. Dever
No. 980911308
Michael D. Zimmerman, Erin B. Hull, and
Noella A. Sudbury, Attorneys for Appellants
J. Kent Holland and John P. Bagley, Attorneys
for Appellee
JUDGE J. FREDERIC VOROS JR. authored this Opinion, in which
JUDGES JAMES Z. DAVIS and STEPHEN L. ROTH concurred.
VOROS, Judge:
¶1 The judgment on appeal was entered in 2004 and
unconditionally affirmed in 2006. In 2013, the district court
undertook, appellants contend, to alter the terms of that
judgment. The principal question on appeal is whether the
district court had jurisdiction to do so. We conclude that it did
not and accordingly vacate the post-judgment rulings of the
district court.
Mardanlou v. Ghaffarian
BACKGROUND
¶2 In 1989, Ali Ghaffarian and his wife Nasrin Faezi
(Defendants) established Access Auto as a wholesale vehicle
business. In 1991, Defendants decided to rent a large lot (the
Property) on State Street in Salt Lake City to expand their
wholesale business into a retail business selling used vehicles. To
‚share some expenses‛ and ‚help*+ each other,‛ Defendants
approached a friend, Hassan Mardanlou, about cosigning a lease
on the Property. Mardanlou owned a wholesale vehicle business
called M&M Motors. Defendants and Mardanlou cosigned a
lease, which included renewal and future-purchase provisions.
The parties shared the Property, but they maintained ‚two
different dealership*s+.‛
¶3 In 1992, M&M Motors ran out of money to maintain
inventory for its wholesale business. Defendants began paying
Mardanlou as a salaried employee for Access Auto, and
Mardanlou worked there as a car salesman and lot manager. In
1994, Defendants unilaterally exercised the option to purchase
the Property. Mardanlou did not contribute to the down
payment, nor did he make any mortgage payments on the
Property. In 1997, Mardanlou terminated his employment with
Access Auto.
¶4 The following year, Mardanlou sued Defendants,
claiming partnership status in Access Auto and seeking money
damages. In the 2002 trial, the district court concluded that
Defendants and Mardanlou had indeed entered into an oral
partnership agreement. It awarded Mardanlou ‚one-half the
value of the *Property+,‛ plus interest, ‚less any remaining
outstanding mortgage related to the purchase‛ of the Property.
In 2003, the district court entered a judgment requiring
Defendants ‚to transfer to *Mardanlou] by deed one-half of the
real [P]roperty known as Access Auto.‛ It further noted that any
‚reallocation of debt or mortgage on said [P]roperty [would be]
subject to further hearing.‛
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¶5 On September 13, 2004, the district court entered an
amended judgment (the 2004 Amended Judgment) concerning
rents and offsets. The district court awarded Mardanlou rents
from the date of dissolution of the partnership in 1997 through
the date of the 2004 Amended Judgment. Defendants timely
appealed.
The First Appeal
¶6 On appeal before this court, Defendants challenged the
district court’s ruling that they and Mardanlou had formed a
partnership. Mardanlou v. Ghaffarian (Mardanlou I), 2006 UT App
165, ¶ 15, 135 P.3d 904, overruled on other grounds by Ellsworth
Paulsen Constr. Co. v. 51-SPR-LLC, 2008 UT 28, 183 P.3d 248.
Defendants also contended that the district court erred in
awarding Mardanlou rents from the dissolution of the
partnership in 1997 until the date of the 2004 Amended
Judgment. Id. ¶ 22. We affirmed the district court’s finding of an
oral partnership between the parties. Id. ¶ 14. We also affirmed
its award of rents to Mardanlou for ‚one-half the annual rental
value of the Property,‛ concluding that the record supported the
district ‚court’s award of rental value from 1997 to judgment.‛
Id. ¶ 23. Defendants filed a petition for certiorari, which our
supreme court denied. Mardanlou v. Ghaffarian, 150 P.3d 58 (Utah
2006).
Post-Appeal Proceedings
¶7 In 2008, after the appeal, Defendants transferred to
Mardanlou by quitclaim deed ‚a one-half interest as tenant in
common‛ in the Property. Defendants also paid Mardanlou net
rents plus interest for rents accrued through the date of entry of
the 2004 Amended Judgment.
¶8 In 2011, the district court ruled that the Property was still
‚partnership property,‛ and that Defendants had ‚failed to
present any case law, rule or statute that would alter the status
of the Property as being held as a tenant in partnership.‛
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¶9 In 2012, the district court ordered Defendants to prepare a
claim of credits for the amounts he paid in maintenance and
improvements, insurance, and taxes on the Property through the
present. In this April 24, 2012 Ruling (the 2012 Ruling), the
district court indicated that these credits would be set off against
the rents plus interest that had accrued from the date of entry of
the 2004 Amended Judgment through the present. Defendants
remonstrated that the 2004 Amended Judgment required them
to pay rents only until the date of the Amended Judgment,
September 13, 2004. In response, the district court reconsidered
and ‚clarifie*d+‛ the text of the 2004 Amended Judgment. In the
2012 Ruling, the court explained that the requirement that
Defendants pay Mardanlou rents from November 7, 1997, ‚until
the date hereof‛ did not mean until the date of the 2004
Amended Judgment. Instead, the court defined the period for
which Defendants owed rents to Mardanlou as ‚beginning from
November 7, 1997, until the completion of winding-up, settling
of accounts, and distribution of assets.‛ Based on this
‚clarifi*cation+,‛ the district court entered a final order in March
2013 (the 2013 Order). That order awarded Mardanlou an
additional $299,527.09 in rents accruing from the date of the 2004
Amended Judgment until the date of the 2013 Order. Defendants
appeal.
ISSUES ON APPEAL
¶10 Defendants ask this court to vacate the 2013 Order. They
offer three grounds for doing so.
¶11 First, Defendants contend that the district court lost
jurisdiction over the case after it entered the 2004 Amended
Judgment and this court affirmed that judgment on appeal in
Mardanlou I, 2006 UT App 165, 135 P.3d 904.
¶12 Second, Defendants contend that even if the district court
retained jurisdiction to award post-judgment rents, res judicata
barred such an award.
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¶13 Finally, Defendants contend that even if the district court
had jurisdiction to award post-judgment rents and was free to
do so under res judicata principles, the award of rents accruing
after the 2008 conveyance of a tenancy in common in the
Property constituted error. The award constituted error,
Defendants argue, because tenants in common have no
obligation to pay rents to one another under the circumstances
presented here.
¶14 Because we agree with Defendants on their first
contention, we need not address their second and third
contentions.
ANALYSIS
¶15 Defendants contend that the district court lacked
jurisdiction over the case after entering the 2004 Amended
Judgment and after that judgment was unconditionally affirmed
on appeal. Mardanlou responds that the law-of-the-case doctrine
and the fact that the partnership has never been wound up bar
Defendants’ claim. Mardanlou further claims that we must
affirm even if the district court lacked jurisdiction to alter or
amend its judgment, because the district court here merely
enforced, not altered, its judgment. We review the district court’s
determination on jurisdictional issues for correctness, giving no
deference to the district court’s decision. See Johnson v. Johnson,
2010 UT 28, ¶ 6, 234 P.3d 1100.
I. A District Court Lacks Jurisdiction to Amend a Final Judgment
Unconditionally Affirmed on Appeal.
¶16 ‚*I+t is settled law that a *district+ court is free to reassess
its decision at any point prior to entry of a final order or
judgment.‛ Hall v. Utah State Dep’t of Corr., 2001 UT 34, ¶ 12, 24
P.3d 958 (citation and internal quotation marks omitted); see also
U.P.C., Inc. v. R.O.A. Gen., Inc., 1999 UT App 303, ¶¶ 55–56, 990
P.2d 945 (noting that district courts may ordinarily change the
terms of a judgment before entering final judgment). However,
‚*a+s a general rule, unless control over *the judgment+ has been
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retained in some proper manner, . . . no final judgment can be
amended after the term at which it was rendered or after it
otherwise becomes a final judgment.‛ Frost v. District Court of
First Judicial Dist., 83 P.2d 737, 740 (Utah 1938) (citation and
internal quotation marks omitted).
The [district] court cannot under the guise of
correcting its record put upon it an order or
judgment it never made or rendered, or add
something to either which was not originally
included although it might and should have so
ordered or adjudged in the first instance. It cannot
thus repair its own lapses and omissions to do
what it could legally and properly have done at the
right time.
Id. (citation and internal quotation marks omitted). Accordingly,
any ‚variances or conflicts‛ over the language of the judgment
‚must be pointed out, and (by proper proceedings) remedied,
while the *district+ court still has jurisdiction of the cause.‛ 1 Id. at
737.
¶17 ‚Generally, when a party files a timely notice of appeal,
the court that issued the judgment loses jurisdiction over the
matters on appeal.‛ Myers v. Utah Transit Auth., 2014 UT App
294, ¶ 15, 341 P.3d 935 (citation and internal quotation marks
omitted); see also Cheves v. Williams, 1999 UT 86, ¶ 45, 993 P.2d
191 (‚‘This court has long followed the general rule that the
[district] court is divested of jurisdiction over a case while it is
under advisement on appeal.’‛ (quoting White v. State, 795 P.2d
1. Exceptions to this general rule include divorce and child-
custody proceedings that involve the district court’s exercise of
continuing jurisdiction. See, e.g., Utah Code Ann. § 30-3-5(8)(i)(i),
(3) (LexisNexis 2013).
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648, 650 (Utah 1990))).2 However, ‚absent a stay of judgment
either by the [district] court itself or by an appellate court
pending appeal, a [district] court has jurisdiction to enforce its
judgment.‛ Cheves, 1999 UT 86, ¶ 48.
¶18 Under the law-of-the-case doctrine, ‚a decision made on
an issue during one stage of a case is binding on successive
stages of the same litigation.‛ IHC Health Servs., Inc. v. D & K
Mgmt., Inc., 2008 UT 73, ¶ 26, 196 P.3d 588. And ‚a district
court’s power to reconsider decided issues is limited when the
case has been appealed and remanded.‛ Mid-America Pipeline Co.
v. Four-Four, Inc., 2009 UT 43, ¶ 13, 216 P.3d 352. ‚This aspect of
law of the case doctrine is frequently referred to as the mandate
rule.‛ Id. ‚‘The mandate rule, unlike the law of the case before a
remand, binds both the district court and the parties to honor the
mandate of the appellate court.’‛ Id. (quoting IHC Health Servs.,
2008 UT 73, ¶ 28). ‚Thus, the decisions of an appellate court
become the law of the case and cannot be reconsidered on
remand.‛ Id.II. The 2013 Order Exceeded the District Court’s Jurisdiction.
¶19 Utah law distinguishes between enforcing a judgment
and amending or altering a judgment. District courts possess
jurisdiction to enforce a final judgment. See Cheves, 1999 UT 86,
¶ 52 (observing that an ‚initial action resulting in a final
judgment and the subsequent action seeking enforcement of that
2. ‚As with many general rules, however, there are exceptions.
Courts have concluded that even where a [district] court is
otherwise divested of jurisdiction due to an appeal, the [district]
court retains the power to act on collateral matters.‛ Saunders v.
Sharp, 818 P.2d 574, 577–78 (Utah Ct. App. 1991); see also Utah R.
Civ. P. 59(e) (requiring that any motion to alter or amend a
judgment be served no later than fourteen days after entry of
judgment).
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judgment are separate proceedings, each resulting in separate
judgments‛). But as we have discussed, once final, ‚a judgment*+
is no longer open to any amendment, revision, modification, or
correction which involves the exercise of the judgment or
discretion of the court on the merits or matters of substance.‛
Richards v. Siddoway, 471 P.2d 143, 145 (Utah 1970) (citation and
internal quotation marks omitted).
¶20 Here, whether the district court properly exercised
jurisdiction depends on whether the 2013 Order permissibly
enforced, or impermissibly altered, the 2004 Amended
Judgment.
¶21 The 2004 Amended Judgment awarded Mardanlou rents
from the date of dissolution of the partnership in 1997 through
the date of the 2004 Amended Judgment:
IT IS FURTHER ORDERED, ADJUDGED, AND
DECREED, that *Defendants’+ interest in the
Property is subject to an equitable lien in favor of
[Mardanlou], securing the obligation of
[Defendants] to pay [Mardanlou] one-half the
court-determined $83,500 annual rental value of
the Property, pro-rated each month for the period
November 7, 1997, until the date hereof, plus simple
interest at the rate of 10% per annum from the first
day of each month during this period, and
thereafter at the rate of 3.29% . . . , until paid.
(Emphasis added.) Defendants appealed.
¶22 In Mardanlou I, we affirmed the district court’s award of
‚one-half the annual rental value of the [P]roperty until the date
judgment was entered.‛ 2006 UT App 165, ¶ 23, 135 P.3d 904,
overruled on other grounds by Ellsworth Paulsen Constr. Co. v.
51-SPR-LLC, 2008 UT 28, 183 P.3d 248. We referred to the
‚*district+ court’s award of rental value from 1997 to judgment,‛
id. ¶ 23, and affirmed that Mardanlou’s right to receive rents ran
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from the partnership dissolution in 1997 to ‚the date of final
judgment,‛ as expressed in the 2004 Amended Judgment, id. ¶ 7.
The district court’s 2004 Amended Judgment fully and finally
disposed of the rents issue. We affirmed that judgment
unconditionally, and we remitted the case without remanding
for further proceedings. Id. ¶ 25. Accordingly, the 2004
Amended Judgment was final, and the district court lacked
jurisdiction to award further relief.
¶23 We now turn to the district court’s 2013 Order to
determine whether it permissibly enforced or impermissibly
altered the terms of the 2004 Amended Judgment.
¶24 The 2013 Order relied upon the 2012 Ruling, which
purported to clarify, and thus merely enforce, the 2004 Amended
Judgment by interpreting the language to mean that rents were
ongoing and due to Mardanlou until the date Defendants had
paid all rents:
The Court also clarifies its Amended Judgment of
[September] 13, 2004, . . . securing the obligation of
[Defendants] to pay [Mardanlou] one-half the
court-determined $83,500 annual rental value of
the Property, pro-rated each month for the period
November 7, 1997, until the date hereof . . . .
‚Hereof‛ is defined as ‚of this thing (such as a
provision or document).‛ Black’s Law Dictionary,
731 (7th ed. 1999). Therefore, reading the phrase
‚until the date hereof‛ in context with the entire
sentence, rental payments plus interest, are due to
[Mardanlou] beginning November 7, 1997, until
the completion of the winding-up, settling of
accounts, and distribution of assets.
(Emphasis added.) The district court then interpreted the
language to mean that rents were ongoing and due to
Mardanlou until the date Defendants had paid all rents. The
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2013 Order thus required Defendants to pay rents to Mardanlou
beyond the September 13, 2004 date of the 2004 Amended
Judgment in perpetuity ‚until the completion of the winding-up,
settling of accounts, and distribution of assets.‛
¶25 This reading of the 2004 Amended Judgment in effect
amended it by awarding relief not awarded in 2004 Amended
Judgment itself. The 2004 Amended Judgment states that
Defendants must pay ‚one-half the court-determined $83,500
annual rental value of the Property, pro-rated each month for the
period November 7, 1997, until the date hereof.‛ (Emphasis
added.) The clear meaning of ‚hereof‛ refers to the 2004
Amended Judgment, dated September 13, 2004. Thus, the district
court granted rents through September 13, 2004. In Mardanlou I,
we read the 2004 Amended Judgment in this manner and
affirmed it without alteration. 2006 UT App 165, ¶¶ 7, 23–24.
¶26 Therefore, the 2013 Order attempting to award post-
September 2004 rents did not enforce, but rather altered, the 2004
Amended Judgment. Because the 2004 Amended Judgment was
a final judgment affirmed on appeal, the district court lacked
jurisdiction to alter it. See Mid-America Pipeline Co. v. Four-Four,
Inc., 2009 UT 43, ¶ 13, 216 P.3d 352; Frost v. District Court of First
Judicial Dist., 83 P.2d 737, 740 (Utah 1938). ‚A judgment or order
entered by a court lacking subject matter jurisdiction is void and
does not affect the rights of any party.‛ State v. Vaughn, 2011 UT
App 411, ¶ 12, 266 P.3d 202. Accordingly, the 2013 Order is void,
and we vacate that order.
III. The Law-of-the-Case Doctrine Does Not Bar Defendants’
Appeal.
¶27 Mardanlou contends that the law-of-the-case doctrine
bars Defendants’ appeal. Under the law-of-the-case doctrine, ‚a
decision made on an issue during one stage of a case is binding
in successive stages of the same litigation.‛ IHC Health Servs., Inc.
v. D & K Mgmt., Inc., 2008 UT 73, ¶ 26, 196 P.3d 588 (citation and
internal quotation marks omitted). The doctrine ‚allows a court
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to decline to revisit issues within the same case once the court
has ruled on them.‛ Id. ‚*T+he law of the case doctrine acts much
like the doctrine of res judicata—furthering the goals of judicial
economy and finality—but within a single case.‛ Id.
¶28 Prior to an appeal, ‚reconsideration of an issue before a
final judgment is within the sound discretion of the district
court.‛ Id. ¶ 27. But when a party appeals a final judgment, the
mandate rule ‚dictates that pronouncements of an appellate
court on legal issues in a case become the law of the case and
must be followed in subsequent proceedings of that case.‛
Thurston v. Box Elder County, 892 P.2d 1034, 1037–38 (Utah 1995).
‚The lower court must not depart from the mandate, and any
change with respect to the legal issues governed by the mandate
must be made by the appellate court that established it or by a
court to which it, in turn, owes obedience.‛ Id. at 1038. ‚Thus,
the decisions of an appellate court become the law of the case
and cannot be reconsidered on remand.‛ Mid-America Pipeline
Co., 2009 UT 43, ¶ 13.
¶29 Mardanlou relies on the 2004 Amended Judgment as
affirmed on appeal as the law of the case, arguing that ‚*t+he
mandate rule binds the [district] court and this appellate court to
prior appellate rulings [in the same case] should the case return
on appeal.‛ We agree. But this argument cuts against
Mardanlou. As we have explained, the 2004 Amended Judgment
awarded pre-judgment rents only, and our opinion in
Mardanlou I affirmed an award of ‚one-half the annual rental
value of the [P]roperty until the date judgment was entered.‛
2006 UT App 165, ¶ 23, 135 P.3d 904, overruled on other grounds by
Ellsworth Paulsen Constr. Co. v. 51-SPR-LLC, 2008 UT 28, 183 P.3d
248. As we explained above, the district court lacked jurisdiction
to expand the relief granted in the 2004 Amended Judgment to
award a portion of post- as well as pre-judgment rents. The law
of the case therefore favors Defendants, not Mardanlou.
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IV. The 2012 Ruling Exceeded the District Court’s Jurisdiction.
¶30 Finally, Defendants ask that we ‚vacate the *district+
court’s ruling declaring the parties ‘tenants in partnership.’‛ The
ruling in question is the 2012 Ruling.
¶31 A lot happened between 2004 and 2014. The district court
entered a final judgment, the 2004 Amended Judgment. This
judgment ordered Defendants to ‚transfer by deed‛ to
Mardanlou ‚an undivided one-half interest‛ in the Property;
ordered Mardanlou to reimburse Defendants in the amount of
one-half of the $663,414.90 that Defendants had paid for the
Property; and ordered Defendants to pay Mardanlou one-half of
all rents received through the date of entry of judgment. Finally,
it ordered ‚that any and all remaining claims in this action are
dismissed with prejudice.‛
¶32 We affirmed the 2004 Amended Judgment in Mardanlou I.
See 2006 UT App 165, ¶ 23. In 2008 Defendants transferred by
deed to Mardanlou ‚a one-half interest as tenant in common‛ in
the Property. In addition, Defendants paid rents due through the
date of the 2004 Amended Judgment, including post-judgment
interest.
¶33 But in a series of orders culminating in the 2012 Ruling,
the district court ruled that the parties’ partnership had not been
wound up or terminated, ordered the parties to wind up the
partnership, declared the parties tenants in partnership, and
awarded Mardanlou a share of rents paid after entry of the 2004
Amended Judgment.
¶34 As explained above, once the district court entered the
2004 Amended Judgment and this court unconditionally
affirmed it, the district court lost jurisdiction to act other than to
enforce that judgment. See Cheves v. Williams, 1999 UT 86, ¶ 52,
993 P.2d 191. By 2012, the 2004 Amended Judgment had been
satisfied and thus required no enforcement. The 2004 Amended
Judgment ordered Defendants to ‚transfer by deed‛ to
Mardanlou ‚an undivided one-half interest‛ in the Property.
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After the judgment was affirmed on appeal, Defendants did
transfer by deed to Mardanlou an undivided one-half interest in
the Property. In addition, Defendants paid to Mardanlou a share
of pre-judgment rents together with pre- and post-judgment
interest. The 2004 Amended Judgment required nothing more of
Defendants and in fact dismissed any and all remaining claims
with prejudice.
¶35 But the 2012 Ruling purported to grant further relief. It
adjudicated the status of the parties in 2012 with respect to the
former partnership, it ordered the parties to wind up the
partnership, and it required Defendants to pay Mardanlou a
portion of post-judgment rents. The 2004 Amended Judgment
awarded none of this relief. The district court thus lacked
jurisdiction to grant this relief in 2012, and its ruling purporting
to do so is void. Accordingly, we vacate the district court’s 2012
Ruling.3
CONCLUSION
The April 24, 2012 Ruling and the March 20, 2013 Order are
hereby vacated.
3. Although we vacate the court’s 2012 Ruling, we understand
why the district court would enter it. By 2012, the dispute had
been in litigation for over a decade. The district court read the
2004 Amended Judgment to grant a share of post-2004 rents.
And seeing Defendants’ refusal to pay those rents and
participate in mediation concerning disposition of the Property,
the district court understandably concluded that the it had
‚provided the parties multiple opportunities to wind up the
affairs of the partnership, but nothing has been accomplished to
date.‛ In the 2012 Ruling, the district court attempted to finally
resolve the parties’ war of attrition.
20120778-CA 13 2015 UT App 128