In re Stephen M. Weidner

2019 UT App 10THE UTAH COURT OF APPEALS
IN THE MATTER OF STEPHEN M. WEIDNER.
SUANN TAYLOR WEIDNER,
Appellant,
v.
GUARDIAN AND CONSERVATOR SERVICES LLC,
Appellee.
Opinion
No. 20170237-CA
Filed January 10, 2019
Fourth District Court, Provo Department
The Honorable James R. Taylor
No. 123400054
Daniel K. Brough and Barry N. Johnson, Attorneys
for Appellant
Scott W. Hansen and Brenda L. Flanders, Attorneys
for Appellee
JUDGE MICHELE M. CHRISTIANSEN FORSTER authored this Opinion,
in which JUDGES RYAN M. HARRIS and DIANA HAGEN concurred.
CHRISTIANSEN FORSTER, Judge:
¶1 Guardian and Conservator Services LLC (Guardian)
served as the court-appointed guardian and conservator for
Stephen M. Weidner. SuAnn Taylor Weidner, Stephen’s spouse,
disagreed with Guardian’s administration of the estate and
initiated an action for separate maintenance naming Stephen and
Guardian, in its capacity as guardian and conservator for
In re Stephen M. Weidner
Stephen, as respondents. 1 Guardian, Stephen, and SuAnn
subsequently executed a settlement agreement resolving all
outstanding issues between them. The relative calm was
short‑lived, however, as both SuAnn and Guardian soon came to
believe that the other had breached the agreement. SuAnn and
Guardian each requested that the trial court enforce the terms of
the settlement agreement. For the alleged breaches, SuAnn
sought damages from Guardian in its individual capacity rather
than in its role as guardian and conservator for Stephen. The trial
court rejected SuAnn’s arguments, granting summary judgment
for Guardian and dismissing some of SuAnn’s claims. Following
trial, the court dismissed SuAnn’s remaining claims because it
determined that Guardian was not individually liable to SuAnn
under the relevant provisions of the settlement agreement.
SuAnn appeals. We reverse the trial court’s grant of summary
judgment, vacate its findings of fact and conclusions of law
resulting from the trial, and remand for further proceedings.
BACKGROUND
¶2 SuAnn and Stephen had been married approximately
fourteen years when SuAnn initiated divorce proceedings. A few
months later, Stephen’s friend, business advisor, and personal
attorney filed a petition seeking appointment of a guardian and
conservator for Stephen due to his infirmity. Subsequently, the
divorce action was dismissed and SuAnn stipulated to the
appointment of Guardian as guardian and conservator for
Stephen in the guardianship action.
¶3 Following Guardian’s appointment, SuAnn filed a
complaint for separate maintenance in a different court, naming
1. Because SuAnn and Stephen Weidner share the same last
name, we refer to them by their first names throughout this
opinion. We mean no disrespect by the apparent informality.
20170237-CA 2 2019 UT App 10In re Stephen M. Weidner
Stephen and Guardian, in its capacity as guardian and
conservator for Stephen, as respondents. In her separate
maintenance petition, SuAnn generally alleged that Stephen and
Guardian had failed to provide her sufficient support. Instead of
providing SuAnn sustaining support, she asserted, Guardian
merely represented that the estate lacked sufficient funds.
Indeed, Guardian had maintained that the estate’s liquid assets
were less than that needed to cover the estate’s expenses.
¶4 Two days after SuAnn filed the separate maintenance
action, the court granted SuAnn’s motion to enjoin Guardian
from selling two parcels of real property, scheduled to be sold
that day. However, the restraining order was served on
Guardian and the other named defendants after the sales closed.
Approximately five days later, SuAnn served the defendants
with her separate maintenance complaint. Due to the sale of the
parcels, SuAnn amended her complaint to incorporate quiet title
and conversion claims. The separate maintenance case and the
guardianship case were later consolidated.
¶5 In an effort to resolve all of the pending claims, SuAnn,
Guardian, and Stephen engaged in mediation and ultimately
executed a settlement agreement (the Agreement). Among other
things, the Agreement provided for: (1) dismissal of SuAnn’s
separate maintenance action; (2) the sale of the marital home;
(3) establishment of the Weidner Trust, naming SuAnn as its sole
beneficiary; and (4) the continuing obligations of Guardian as
court-appointed guardian and conservator for Stephen. As to the
sale of the marital home, SuAnn retained exclusive decision-
making authority to “identify household furnishings to be
included in the sale of the [h]ome.” The president of Guardian
signed the Agreement twice: once on behalf of the business
entity, in its individual capacity, and once on behalf of Stephen,
in Guardian’s capacity as his guardian and conservator.
¶6 As anticipated, Guardian listed the marital home for sale.
SuAnn, who was living in the home at the time, removed some
trees from the property and placed them on property belonging
20170237-CA 3 2019 UT App 10In re Stephen M. Weidner
to a third party. Following an offer to purchase the property,
SuAnn refused to allow a realtor to access the home to prepare
for the sale, and she refused to vacate on the date scheduled for
the sale’s closing. Fearing disruption of the sale, Guardian asked
the court to issue a temporary restraining order. The court
ultimately denied the request due to the availability of
contractual remedies, and it indicated that while “what [SuAnn]
has done to the home is annoying,” her conduct “is far from
looting.”
¶7 Several months later, SuAnn filed a motion to enforce the
Agreement, seeking damages for alleged breaches by Guardian.
Guardian denied the allegations and followed suit with its own
motion to enforce the Agreement. While the enforcement
motions were pending, Stephen passed away. Guardian then
transferred the remaining assets in the estate to SuAnn,
terminating its role as guardian and conservator for Stephen.
Subsequently, SuAnn filed a document entitled “Combined
(1) Supplemental Memorandum in Support of Motion to Enforce
Settlement Agreement, and (2) Objections to Final Accounting.”
SuAnn argued that, under the terms of the Agreement, Guardian
undertook responsibilities to SuAnn in its individual capacity
rather than in its capacity as Stephen’s guardian and conservator
and did not fulfill those obligations. Consequently, she
contended, Guardian was individually liable for the alleged
breaches.
¶8 The trial court requested additional briefing and held a
hearing before narrowing the issue to “whether [Guardian] is
individually liable for performance breaches.” The trial court
concluded that Guardian consented to paragraph 4 of the
Agreement—the section detailing Guardian’s continuing
obligations as guardian and conservator of Stephen (the
Continuing Obligations Provision)—in its capacity as guardian
and conservator, not in its individual capacity. In other words, if
Guardian had breached the Continuing Obligations Provision,
the estate could be held liable but not Guardian individually.
20170237-CA 4 2019 UT App 10In re Stephen M. Weidner
The court also concluded that, with respect to other provisions in
the Agreement, Guardian had indeed undertaken unique
responsibilities to SuAnn and received benefits distinct from
those received by its ward. Specifically, in its individual
capacity, Guardian agreed to a general release of claims against
SuAnn. Guardian also agreed that the prevailing party in any
challenge to the Agreement would be entitled to attorney fees.
Consequently, claims related to these provisions could be
pursued against Guardian in its individual capacity. 2
¶9 Based upon the court’s ruling, Guardian filed a motion for
partial summary judgment seeking resolution of the issue of its
individual liability. The court granted the motion, concluding
that Guardian could not be held individually liable pursuant to
Utah Code section 75-5-429(1). See Utah Code Ann. § 75-5-429(1)
(LexisNexis Supp. 2018) (“Unless otherwise provided in the
contract, a conservator is not individually liable on a contract
properly entered into in [its] fiduciary capacity in the course of
administration of the estate unless [it] fails to reveal [its]
representative capacity and identify the estate in the contract.”).
The court dismissed SuAnn’s claims related to the Continuing
Obligations Provision, and the parties proceeded to trial on
SuAnn’s and Guardian’s remaining claims.
¶10 At trial, SuAnn continued to pursue her claims that
Guardian was individually liable for alleged breaches of the
Continuing Obligations Provision. Citing the court’s prior
summary judgment ruling, Guardian objected to many of
SuAnn’s attempts to introduce evidence of Guardian’s alleged
breaches of that provision. Guardian also objected to SuAnn’s
attempt to introduce evidence of the parties’ intent in entering
2. The court’s ruling left intact potential claims SuAnn might
assert against Guardian as guardian and conservator over
Stephen’s estate. SuAnn—the estate’s only beneficiary—declined
to pursue any claims against the estate.
20170237-CA 5 2019 UT App 10In re Stephen M. Weidner
the Agreement. Particularly, Guardian sought to exclude
evidence relating to any alleged independent duties it undertook
in the Continuing Obligations Provision. The trial court
sustained Guardian’s objections and excluded any such
evidence. Without this evidence supporting SuAnn’s claims, the
trial court dismissed them. The court further concluded that
Guardian, as the prevailing party, was entitled to an award of
attorney fees. The court granted Guardian’s request for fees and
entered judgment against SuAnn. SuAnn filed a motion for new
trial, which the trial court denied. This appeal followed.
ISSUE AND STANDARD OF REVIEW
¶11 SuAnn argues that the trial court erroneously granted
Guardian’s motion for partial summary judgment, dismissing
her claims. “We review the trial court’s grant of summary
judgment for correctness, considering only whether the trial
court correctly applied the law and correctly concluded that no
disputed issues of material fact existed.” In re Evan O. Koller
Revocable Living Trust, 2018 UT App 26, ¶ 8, 414 P.3d 1099(quotation simplified). 3
ANALYSIS
¶12 SuAnn argues that the trial court erroneously granted
Guardian’s motion for partial summary judgment, dismissing
3. SuAnn raises various additional challenges to the trial court’s
award of attorney fees to Guardian. Because we conclude that
the trial court erred in granting Guardian’s motion for summary
judgment and that this error infected the trial, we vacate the trial
court’s fees award. Accordingly, we need not address SuAnn’s
arguments regarding the propriety of that award. For the same
reason, we do not provide the background facts related to those
arguments.
20170237-CA 6 2019 UT App 10In re Stephen M. Weidner
her claims that Guardian should be held individually liable for
its alleged breaches of certain duties set forth in the Continuing
Obligations Provision of the Agreement. Specifically, SuAnn
asserts that the trial court erred when it determined that,
pursuant to the terms of the Agreement, Guardian consented to
the Continuing Obligations Provision not in its individual
capacity, but in its capacity as guardian and conservator for
Stephen. We determine that the Agreement is ambiguous as to
whether Guardian consented to certain responsibilities in its
individual capacity or as guardian and conservator for Stephen.
We therefore vacate the trial court’s order granting partial
summary judgment and remand for further proceedings. 4
¶13 SuAnn contended below that Guardian breached terms of
the Agreement—terms that she argued provided for Guardian’s
individual liability to her. The trial court was not persuaded
and granted summary judgment to Guardian on the issue
of Guardian’s individual liability based upon its review of
the Agreement in light of Utah Code section 75-5-429. This
section provides in pertinent part, “Unless otherwise
provided in the contract, a conservator is not individually
liable on a contract properly entered into in [its] fiduciary
capacity in the course of administration of the estate unless [it]
4. SuAnn presents three arguments supporting her contention
that the trial court erred when it granted Guardian’s motion for
partial summary judgment. First, SuAnn contends Guardian
presented no evidence supporting the court’s entry of summary
judgment in Guardian’s favor. Second, SuAnn argues the trial
court erroneously determined that her claims against Guardian
under the Continuing Obligations Provision were barred by
statute. And third, SuAnn asserts the trial court—applying the
same statute—improperly dismissed her claims related to
provisions of the Agreement other than the Continuing
Obligations Provision. Because we are persuaded by SuAnn’s
second argument, we need not address her other arguments.
20170237-CA 7 2019 UT App 10In re Stephen M. Weidner
fails to reveal [its] representative capacity and identify the
estate in the contract.” Utah Code Ann. § 75-5-429(1) (LexisNexis
Supp. 2018). SuAnn asserts neither that Guardian failed to
reveal its representative capacity nor that the estate was not
identified in the contract. Rather SuAnn argues that the
Agreement provided for Guardian’s individual liability or, in the
alternative, the Agreement was not “properly entered into in
[Guardian’s] fiduciary capacity.” Accordingly, we limit our
analysis to whether the Agreement provided for Guardian’s
individual liability on SuAnn’s claims.
¶14 Following what may be characterized as contentious
interactions between SuAnn and Guardian, SuAnn filed a
petition for separate maintenance. She named Stephen as well as
Guardian, in its capacity as guardian and conservator
for Stephen, as respondents, and asserted, among other
things, that Guardian failed to provide her with adequate
financial support. In Guardian’s view, Stephen’s estate
simply did not have sufficient liquid assets to provide the
support SuAnn sought. 5 SuAnn, Stephen, and Guardian
resolved all of these disputes by executing a settlement
agreement; each agreed to settle its claims and release the
other from any remaining claims. Guardian signed the
Agreement on its own behalf and separately signed on behalf of
Stephen.
5. We note that following the sale of SuAnn and Stephen’s
marital home—after an order had been entered enjoining the
sale—SuAnn amended her petition to include other claims
against Guardian in its capacity as guardian and conservator for
Stephen. She asserted claims of conversion and quiet title against
Guardian as well as the purchasers of the house. At the time the
parties entered into the Agreement, these claims had been
dismissed with prejudice, though SuAnn had filed a motion to
reconsider, which motion remained outstanding.
20170237-CA 8 2019 UT App 10In re Stephen M. Weidner
¶15 In this context, the trial court observed that Guardian
executed the Agreement “as both guardian and conservator [for
Stephen] but also as an individual entity.” With respect to
Guardian’s particular responsibilities listed in the Continuing
Obligations Provision, however, the trial court concluded that
“[t]hese are duties [Guardian] clearly undertook in its role as
guardian and conservator for Stephen.” Reaching this
conclusion, the trial court at least implicitly determined that the
Agreement is not facially ambiguous as to whether Guardian
consented to individual liability within the Continuing
Obligations Provision. We agree with SuAnn that this was error.
¶16 As we have stated, Guardian, in its capacity as guardian
and conservator for Stephen, may not be held individually liable
unless it either (a) entered into the Agreement, either in whole or
in part, in its individual capacity or (b) consented to individual
liability in the Agreement even for duties that might be
considered fiduciary. See supra ¶ 13. Utah law generally protects
guardians and conservators, providing that, “[u]nless otherwise
provided in the contract, a conservator is not individually liable
on a contract properly entered into in [its] fiduciary capacity in
the course of administration of the estate.” Utah Code Ann.
§ 75‑5-429(1). The question before the trial court, considering
Guardian’s partial summary judgment motion, was whether
Guardian had entered into all or part of the Continuing
Obligations Provision in its individual capacity, or at least had
“provided otherwise” in the Agreement and thereby agreed to
individual liability for fiduciary obligations. See id.¶17 To determine whether Guardian entered into the
Agreement in its individual capacity or consented to individual
liability under the Agreement, “we look to the language of the
contract,” and “consider each contract provision in relation to all
of the others, with a view toward giving effect to all and
ignoring none.” Cafe Rio, Inc. v. Larkin-Gifford-Overton, LLC, 2009
UT 27, ¶ 25, 207 P.3d 1235 (quotation simplified). If the contract
is unambiguous, “the parties’ intentions are determined from the
20170237-CA 9 2019 UT App 10In re Stephen M. Weidner
plain meaning of the contractual language, and the contract may
be interpreted as a matter of law.” WebBank v. American Gen.
Annuity Service Corp., 2002 UT 88, ¶ 19, 54 P.3d 1139 (quotation
simplified). “Only if the language of the contract is ambiguous
will we consider extrinsic evidence of the parties’ intent.” Cafe
Rio, 2009 UT 27, ¶ 25. “An ambiguity exists in a contract term or
provision if it is capable of more than one reasonable
interpretation because of uncertain meanings of terms, missing
terms, or other facial deficiencies.” WebBank, 2002 UT 88, ¶ 20
(quotation simplified).
¶18 The Continuing Obligations Provision begins, “Guardian
agrees to perform the following continuing obligations . . . .” It
further states, “Guardian shall continue to serve as the Court-
appointed guardian and conservator for Stephen.” The provision
obligated Guardian, among other things, to (1) provide a
monthly allowance to SuAnn out of the estate, (2) indemnify
SuAnn from any claims arising out of Stephen’s personal or
business affairs, and (3) provide SuAnn a quarterly report on
Guardian’s administration of Stephen’s estate.
¶19 On its face, the Continuing Obligations Provision
certainly describes Guardian’s responsibilities. But it is not clear
whether these duties attach to Guardian in its individual
capacity or to Guardian in its role as guardian and conservator
for Stephen. In other words, the language of the Continuing
Obligations Provision does not itself settle the question of
whether Guardian contractually consented to be individually
liable for the obligations set forth in this section of the
Agreement. On one hand, this provision does not explicitly
provide for Guardian’s individual liability, and many of the
tasks included in the provision are arguably attendant to its role
as guardian and conservator for Stephen. On the other hand, the
obligations are clearly stated as Guardian’s rather than Stephen’s
or Stephen’s Estate’s. Importantly, in other places in the
Agreement the parties take pains to point out certain obligations
that are, at root, Stephen’s, and in which Guardian’s only role is
20170237-CA 10 2019 UT App 10In re Stephen M. Weidner
to execute, as his guardian, Stephen’s obligations. For example,
the Agreement directs the proceeds from the sale of the marital
home to the parties, stating, “If the net sale proceeds from the
sale of the [h]ome are [dollar amount] or greater, Guardian, for
Stephen’s benefit, shall receive [lesser dollar amount] from the sale
of the [h]ome . . . .” (Emphasis added.) The parties elected not to
apply similar, distinguishing language in the Continuing
Obligations Provision, and instead simply set forth the duties
therein as Guardian’s. 6
¶20 As written, the Continuing Obligations Provision is
ambiguous as to whether the parties intended to provide for the
individual liability of Guardian. The contrary interpretations
offered by the parties are both reasonably supported by the
language of the contract. See Cafe Rio, 2009 UT 27, ¶ 25. When a
contract or provision is ambiguous, the court must determine
“the parties’ intended meaning,” which is “a question of fact to
be determined by extrinsic evidence of intent.” Florence v. Colbert,
2011 UT App 72, ¶ 2, 251 P.3d 246 (quotation simplified).
¶21 Here, the trial court granted summary judgment to
Guardian, implicitly concluding that the Continuing Obligations
Provision was unambiguous. We conclude that the trial court
improperly determined that the Continuing Obligations
Provision was unambiguous and that no disputed issues of
6. We do not decide here whether the lack of distinguishing
language—identifying the responsibilities simply as Guardian’s,
rather than as Stephen’s that Guardian will execute on Stephen’s
behalf—is sufficient, alone, to establish that Guardian consented
to individual liability in the Continuing Obligations Provision.
However, the lack of distinguishing language supports a
reasonable interpretation that the parties intended to make
Guardian individually liable for the listed obligations, and
therefore supports a determination that the Agreement is facially
ambiguous on this issue.
20170237-CA 11 2019 UT App 10In re Stephen M. Weidner
material fact existed. See In re Evan O. Koller Revocable Living
Trust, 2018 UT App 26, ¶ 8, 414 P.3d 1099.
¶22 Relying on its summary judgment ruling, the trial court
excluded the presentation at trial of extrinsic evidence of the
parties’ intent in executing the Agreement. As a result, the court
developed no record evidence of the parties’ intent. Indeed, it
appears the only evidence on this point was offered by SuAnn.
She testified that by Guardian’s separately signing the
Agreement, SuAnn understood that “[Guardian] was making a
personal commitment and obligation to [her].” The absence of
evidence in the record of the parties’ intent regarding the
Continuing Obligations Provision forecloses our interpretation
of the Agreement and requires a remand to the district court for
additional proceedings.
¶23 Given the trial court’s and the parties’ commitment of
resources to resolving the disputes in this matter, we do not
lightly send this matter back for further proceedings. Because the
record provides no preserved grounds for affirmance, however,
a remand for further proceedings is the only available
alternative. See PC Riverview, LLC v. Xiao-Yan Cao, 2017 UT 52,
¶ 34, 424 P.3d 162 (noting that “when a party raises alternative
grounds for affirmance, an appellate court may affirm the
judgment appealed from on any legal ground or theory apparent
on the record” (quotation simplified)).
CONCLUSION
¶24 The trial court erred when it granted Guardian’s motion
for partial summary judgment and dismissed SuAnn’s claims
against Guardian in its individual capacity. The Agreement is
facially ambiguous with respect to whether Guardian undertook
duties in the Continuing Obligations Provision in its individual
capacity or in its role as guardian and conservator for Stephen.
Extrinsic evidence of the intent of the parties’ in entering the
Agreement—evidence not presently in the record—may reveal
20170237-CA 12 2019 UT App 10In re Stephen M. Weidner
whether Guardian should be held individually liable under this
provision. We accordingly reverse the trial court’s partial
summary judgment ruling. Because the trial on the motion to
enforce the Agreement was necessarily limited by the trial
court’s summary judgment ruling, we also vacate the trial
court’s findings of fact and conclusions of law. Guardian is no
longer the prevailing party for purposes of the attorney fees
award, so we also vacate the judgment against SuAnn for
attorney fees. We remand to the trial court for further
proceedings consistent with this opinion.
20170237-CA 13 2019 UT App 10