Wilson v. Boldt

2022 UT App 66THE UTAH COURT OF APPEALS
LEANN WILSON AND MARK WILSON,
Appellees,
v.
NANCY BOLDT,
Appellant.
Opinion
No. 20200762-CA
Filed May 19, 2022
Fourth District Court, Provo Department
The Honorable Christine S. Johnson
No. 190401608
Douglas P. Farr, Katherine R. Nichols, Dillon P.
Olson, Ben T. Welch, and Annika L. Jones, Attorneys
for Appellant
Joseph C. Rust, Attorney for Appellees
JUDGE JILL M. POHLMAN authored this Opinion, in which JUDGES
MICHELE M. CHRISTIANSEN FORSTER and DAVID N. MORTENSEN
concurred.
POHLMAN, Judge:
¶1 Nancy Boldt signed a commercial lease agreement for a
property managed by LeAnn and Mark Wilson. At the time the
lease was signed, Boldt served as the executive director of a
nonprofit organization. When the rent went unpaid, the Wilsons
brought an action seeking damages. On summary judgment, the
district court rejected Boldt’s contention that she signed the lease
only as a representative of the nonprofit, and it determined that
Boldt was personally liable for any amounts owing under the
lease. Boldt now appeals, and we affirm.
Wilson v. Boldt
BACKGROUND1
¶2 Mark2 owns a commercial property (the Property) in
American Fork, Utah, which he manages together with LeAnn. In
July 2016, LeAnn signed a three-year lease (the Lease) for the
Property. Boldt is the other signer of the Lease. At the time, Boldt
was the executive director of a nonprofit organization, Canary
Garden Center for Grieving Children and Families (Canary
Garden).
¶3 In the introductory paragraph of the Lease, the named
lessor is identified in the space provided as “Mark or LeAnn
Wilson.” The named lessee is identified as “Nancy Boldt/Canary
Garden Center for Grieving.” At the bottom of the document, the
Lease provides signature lines next to pre-printed terms “Lessor”
and “Lessee.” Those signature lines are filled out with hand-
printed names followed by signatures as follows:
Lessor: LeAnn or Mark Wilson/ LeAnn Wilson
Lessee: Nancy Boldt/ Nancy Boldt
On the same day the Lease was signed, a Rental/Credit
Application (the Application) was executed. The named applicant
is “Nancy Boldt/Canary Garden Center for Grieving Children
& Families.” Boldt’s personal information, including her address
and email, is included in the Application. But the banking
1. “In reviewing a district court’s grant of summary judgment, we
view the facts and all reasonable inferences drawn therefrom in
the light most favorable to the nonmoving party and recite the
facts accordingly.” Ockey v. Club Jam, 2014 UT App 126, ¶ 2 n.2,
328 P.3d 880 (cleaned up).
2. Because Mark and LeAnn Wilson share the same last name, we
refer to them by their first names, with no disrespect intended by
the apparent informality.
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information, which is purported to be Canary Garden’s, is crossed
out.
¶4 It was understood that Canary Garden would occupy the
Property. Further, all payments received under the Lease were
paid from Canary Garden’s bank account.
¶5 During Canary Garden’s occupation of the Property,
American Fork City brought a misdemeanor charge against Boldt
for operating without a business license. The charge was
ultimately dismissed, but during its pendency Canary Garden
was unable to raise funds. Canary Garden then had difficulty
making timely rent payments to the Wilsons.
¶6 Canary Garden expired as a nonprofit corporation in 2015
for failure to register, meaning that it was not properly registered
at the time the Lease was signed. It re-registered in 2018 and was
given a new registration number.
¶7 The Wilsons eventually served a three-day notice to vacate
after the nonpayment of rent. The Property was vacated in August
2019. The Wilsons then brought the current action against Boldt
and Canary Garden, seeking money damages.
¶8 The Wilsons moved for partial summary judgment,
arguing that the district court should conclude as a matter of law
that Boldt, in her individual capacity, breached the Lease and that
the Wilsons were entitled to a judgment against her. They argued
that because Boldt signed the Lease without indicating that she
was acting for a principal, she was personally liable on the Lease.
They also asserted that given Canary Garden’s lapsed
registration, Canary Garden legally could not have entered the
Lease in July 2016.
¶9 Boldt opposed summary judgment by arguing that the
plain language of the Lease unambiguously established that
Canary Garden—and not Boldt personally—was party to the
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Lease. According to Boldt, “Canary Garden was listed as the
Lessee” and is therefore solely liable under it. Boldt alternatively
asserted, based on the Wilsons’ contrary position, that the Lease
was “ambiguous at the very least” and that parol evidence would
confirm that the Wilsons entered the Lease with Canary Garden.
¶10 The district court agreed with the Wilsons that when Boldt
signed the Lease, she did so individually and was thereby
personally liable. The court reasoned that the signature line on the
Lease does not refer to Canary Garden; instead, only Boldt’s
printed name is included where the Lease provides a signature
line for the lessee. Boldt’s signature then appears next to her
printed name, “without any suggestion that she is signing as an
agent or representative of any company.” The court observed that
the only reference to Canary Garden is in the Lease’s introductory
paragraph in the space provided to fill in the name of the lessee.
And in that space, Boldt’s name also appears there, “in equal
footing with Canary Garden.” But the lone reference to Canary
Garden does not create any ambiguity. The court thus concluded
that while Canary Garden and Boldt are both named on the Lease,
“Boldt is the only party who signed, and she signed as an
individual.” Accordingly, the court saw no reason to depart from
“the long-held rule that ‘individuals who fail to limit their
signatures to their corporate capacity [are] . . . held to be directly
liable on corporate instruments.’” (Cleaned up) (quoting DBL
Distrib., Inc. v. 1 Cache, LLC, 2006 UT App 400, ¶ 13, 147 P.3d 478).
¶11 After the district court issued its ruling and order on the
Wilsons’ motion for partial summary judgment, the parties
stipulated to the entry of judgment against Boldt.3 The court
therefore entered judgment against Boldt in the amount of
3. The parties stipulated to several terms relevant to the
enforcement of the judgment and expressly agreed that by
entering the stipulation, Boldt was not waiving her right to appeal
the district court’s decision.
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$60,000, which included all incurred costs, expenses, and attorney
fees. The judgment provided that it could “be augmented by the
reasonable costs and attorney fees incurred in the subsequent
collection of said judgment.” Boldt now appeals.
ISSUE AND STANDARD OF REVIEW
¶12 Boldt challenges the district court’s grant of summary
judgment to the Wilsons, arguing that the court erred in holding
her personally liable under the Lease. Summary judgment is
appropriate “if the moving party shows that there is no genuine
dispute as to any material fact and the moving party is entitled to
judgment as a matter of law.” Utah R. Civ. P. 56(a). “We review a
district court’s grant of summary judgment, as well as the court’s
interpretation of contracts upon which the summary judgment
was based, for correctness.” Desert Mountain Gold LLC v. Amnor
Energy Corp., 2017 UT App 218, ¶ 11, 409 P.3d 74 (cleaned up).
ANALYSIS
¶13 Boldt contends that the district court erroneously
concluded as a matter of law that she signed the Lease in her
individual capacity. Pointing to the identification of the lessee as
“Nancy Boldt/Canary Garden Center for Grieving” in the Lease’s
introductory paragraph, Boldt argues that “the plain language [of
the Lease] affirmatively establishes that Canary Garden was the
Lessee, and Ms. Boldt was merely acting as agent to that
principal.” In Boldt’s view, the Lease identifies Canary Garden as
the lessee, and the Lease’s signature line does not “clearly indicate
Ms. Boldt assumed liability personally.” (Cleaned up.)
Additionally, Boldt argues on appeal that the district court
“improperly refused to consider extrinsic evidence.”
¶14 The district court correctly recognized that under Utah
law, “[i]ndividuals who fail to limit their signatures to their
20200762-CA 5 2022 UT App 66Wilson v. Boldt
corporate capacity have consistently been held to be directly liable
on corporate instruments.” DBL Distrib., Inc. v. 1 Cache, LLC, 2006
UT App 400, ¶ 13, 147 P.3d 478 (collecting cases).4 Thus, “[t]o
relieve an individual signer from liability, the signer’s corporate
capacity must be clear from the form of signature.” Id.; see also
Boise Cascade Corp. v. Stonewood Dev. Corp., 655 P.2d 668, 668 n.1
(Utah 1982) (per curiam) (“[W]here it is not clear that a corporate
officer signs a contract in a representative capacity, he is
personally liable.”).
¶15 The Utah Supreme Court’s decision in Anderson v. Gardner,
647 P.2d 3 (Utah 1982), is instructive. Indeed, the facts of that case
are strikingly similar to those of the case at hand. There, the
defendant, Jay Gardner, was the general manager of radio station
KMOR. Id. at 3. Gardner signed two contracts with a performer,
and when two checks were not honored for payment, the
performer sued Gardner for the unpaid balance. Id. at 3–4. The
printed contracts identified the parties as “the undersigned
employer” and “musicians.” Id. at 4 (cleaned up). “The ‘employer’
was identified by name only on the signature line,” which
appeared as follows:
Mr. Jay Gardner-KMOR RADIO
Employer’s Name
s/ Jay Gardner
Signature of Employer
4. Boldt suggests that DBL Distributing, Inc. v. 1 Cache, LLC, 2006
UT App 400, 147 P.3d 478, is distinguishable based on its
procedural posture and because it involved documents
containing personal guarantees. See id. ¶¶ 11–12, 18. We
acknowledge these differences, but they do not detract from DBL
Distributing’s accurate statement of the law. See id. ¶ 13.
20200762-CA 6 2022 UT App 66Wilson v. Boldt
Id. The supreme court determined that the contracts were signed
by Gardner personally. Id. It acknowledged that KMOR RADIO
followed Gardner’s name on the line marked “Employer’s name,”
and that “[c]onsidered in isolation,” those words could “signify[]
an entity that was co-obligor or sole obligor” or they could
“merely identify[] [Gardner’s] affiliation or location.” Id. The
court also noted the unchallenged finding that KMOR RADIO
“was not a corporation or a registered dba.” Id.¶16 “[T]he key fact,” however, was that in context the
“signature of employer” was “that of [Gardner] alone, without
any indication that he [was] signing for any other party or in any
other capacity than for himself.” Id. (cleaned up). The Anderson
court thus concluded that “[Gardner’s] personal liability
follow[ed] from that unqualified signature.” Id.¶17 We conclude that the district court got this case right.
Despite the Lease’s introductory paragraph identifying “Nancy
Boldt/Canary Garden Center for Grieving” as lessee, the key fact
here is that Boldt is identified as the sole lessee on the signature
line of the Lease, and “[h]er signature appears next to her printed
name, without any suggestion that she is signing as an agent or
representative of any company.” Like Gardner in Anderson,
Boldt’s name and signature appear “without any indication that
[she was] signing for any other party or in any other capacity than
for [herself].” See 647 P.2d at 4. And because Boldt’s representative
capacity (as Canary Garden’s executive director) was inconsistent
with the Lease’s identification of Boldt as the lessee and was not
otherwise apparent from the form of signature, Boldt is personally
liable under the Lease. See id.; see also DBL Distrib., 2006 UT App
400, ¶ 13.
¶18 The district court also correctly concluded that the Lease’s
introductory paragraph does not create any ambiguity. See
Anderson, 647 P.2d at 4. See generally Central Fla. Invs., Inc. v.
Parkwest Assocs., 2002 UT 3, ¶ 12, 40 P.3d 599 (“An ambiguity
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exists where the language is reasonably capable of being
understood in more than one sense.” (cleaned up)). Both Boldt
and Canary Garden are identified together in the introductory
paragraph, with a slash between their names. Considered in
isolation, those words could suggest that Boldt and Canary
Garden are the lessee; or they could suggest that the lessee was
Boldt doing business as Canary Garden. Yet the introductory
paragraph is not necessarily inconsistent with the signature line,5
and it is dispositive for our purposes that Boldt is the only one
who signed the Lease and that she did so as the identified lessee
without qualification. See Anderson, 647 P.2d at 4; see also DBL
Distrib., 2006 UT App 400, ¶ 13.6
5. Even if we were to consider the Application, in which the
named applicant is “Nancy Boldt/Canary Garden Center for
Grieving Children & Families,” the Application likewise is not
necessarily inconsistent with the signature line.
6. Citing Express Recovery Services, Inc. v. Rice, 2005 UT App 495,
125 P.3d 108, Boldt asserts that the “existence of only one
signature on the contract supports the interpretation that [an
individual] was signing solely in a representative capacity.” Id.
¶ 2. But the description of the contract at issue in that case is
limited, making it impossible to draw a valid comparison. And
the case cited by Express Recovery rejected individual liability
where the entity was identified in the signature line as the party
to the contract and the corporate representative expressly signed
as the entity’s agent. See Mason Tenders Dist. Council Welfare Fund
v. Thomsen Constr. Co., 301 F.3d 50, 52–54 (2d Cir. 2002) (per
curiam), cited in Express Recovery, 2005 UT App 495, ¶ 2. That
situation is different from what we have here, where Boldt alone
is identified in the signature line as the lessee and where nothing
indicates that she signed the Lease in a representative capacity. In
any event, the cited portion of Express Recovery was merely dicta
(continued…)
20200762-CA 8 2022 UT App 66Wilson v. Boldt
¶19 Boldt resists these conclusions by suggesting that Anderson
is distinguishable because “Canary Garden was defined and
named as a party” in the Lease more clearly than was KMOR
RADIO. We disagree. KMOR RADIO was named in the contracts
there just as much as Canary Garden was here. See Anderson, 647
P.2d at 3–4. Boldt also attempts to distinguish Anderson based on
the ground that, unlike KMOR RADIO, Canary Garden “is an
existing corporation.” Although the Anderson court noted that
KMOR RADIO was “not a corporation or a registered dba,” its
decision was driven by the fact that the unqualified signature was
Gardner’s alone. See id. at 4. The Anderson court concluded that
the contracts there had “no ambiguity.” Id. Similarly here,
regardless of whether Canary Garden was an existing
corporation, Boldt’s signature, which is alone and “unqualified”
at the end of the Lease, leads us to conclude that Boldt is
personally liable under the Lease.7 See id. The district court
correctly granted summary judgment to the Wilsons on this issue.
¶20 Next, Boldt contends that “the district court improperly
refused to consider extrinsic evidence, which demonstrated the
presence of ambiguity regarding the intent of the parties.” She
because this court did “not . . . decide the case on [that] basis.” See
Express Recovery, 2005 UT App 495, ¶ 2. See generally Ortega v.
Ridgewood Estates LLC, 2016 UT App 131, ¶ 14 n.4, 379 P.3d 18(explaining that obiter dicta refers to “judicial statements that are
unnecessary to the resolution of the case” and includes “a remark
or expression of opinion that the court uttered as an aside”
(cleaned up)); Greyhound Lines, Inc. v. Utah Transit Auth., 2020 UT
App 144, ¶¶ 50–51, 477 P.3d 472 (same).
7. We need not and do not resolve any questions surrounding
Canary Garden’s legal status or its ability to enter contracts. But
we note that our reasoning should not be taken to support the
proposition that personal liability can be avoided by signing a
contract as a representative of an entity not in good standing.
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further contends that a jury should have been called upon to
“weigh the evidence concerning the parties’ intent and to resolve
that factual dispute.” We conclude that Boldt did not preserve this
issue for appeal.
¶21 “When a party fails to raise and argue an issue in the trial
court, it has failed to preserve the issue, and an appellate court
will not typically reach that issue absent a valid exception to
preservation.” Warrick v. Property Reserve Inc., 2018 UT App 197,
¶ 12, 437 P.3d 439 (cleaned up). An issue is preserved “when it
has been presented to the district court in such a way that the
court has an opportunity to rule on it.” Id. (cleaned up). “To
provide the court with this opportunity, the issue must be
specifically raised by the party asserting error, in a timely manner,
and must be supported by evidence and relevant legal authority.”
Id. (cleaned up).
¶22 Boldt did not ask the district court to consider extrinsic
evidence for the purpose of deciding whether the Lease was
ambiguous. To the contrary, Boldt argued to the court—as an
alternative to her primary argument—that “when an ambiguity
exists,” then it “should look to parol evidence” to resolve that
ambiguity. (Cleaned up.) Thus, Boldt did not raise the same issue
before the district court that she now argues on appeal. And
because she did not give the district court an opportunity to rule
on whether extrinsic evidence should be considered “in the first
place,” she has not preserved the issue for appeal, and we will not
reach it. See id.¶23 Finally, the Wilsons assert that under the stipulated
judgment, they “are entitled to augment their attorney fees for
their efforts to collect on the judgment.” To the extent that this is
a request for an award of attorney fees incurred on appeal, it is
insufficiently supported. “A party seeking attorney fees for work
performed on appeal must state the request explicitly and set
forth the legal basis for an award.” Utah R. App. P. 24(a)(9).
20200762-CA 10 2022 UT App 66Wilson v. Boldt
Although the Wilsons cite the judgment’s provision regarding
“reasonable costs and attorney fees incurred in the subsequent
collection of said judgment,” they have not established that
defending this appeal constitutes “collection of [the] judgment.”
We therefore decline to augment the judgment with attorney fees
incurred on appeal.
CONCLUSION
¶24 The district court correctly determined that Boldt signed
the Lease in her individual capacity and is personally liable under
the Lease. Accordingly, we affirm.
20200762-CA 11 2022 UT App 66