I-D Electric Inc. v. Gillman

2017 UT App 144THE UTAH COURT OF APPEALS
I-D ELECTRIC INC.,
Appellee,
v.
LINDA GILLMAN,
Appellant.
Opinion
No. 20150682-CA
Filed August 10, 2017
Third District Court, Salt Lake Department
The Honorable Richard D. McKelvie
No. 110917777
Mark D. Stubbs and Barnard N. Madsen, Attorneys
for Appellant
Jeffrey T. Colemere and Brady T. Gibbs, Attorneys
for Appellee
JUDGE KATE A. TOOMEY authored this Opinion, in which JUDGES
GREGORY K. ORME and JILL M. POHLMAN concurred.
TOOMEY, Judge:
¶1 This case involves a contract for electrical services
between a company and a homeowner and a mechanic’s lien to
secure payment for those services. What began as a dispute over
less than $2,000 has ballooned into a judgment exceeding
$36,000. Linda Gillman, the homeowner, appeals the district
court’s decision in favor of I-D Electric. We affirm in part,
reverse in part, and remand for further proceedings.
BACKGROUND
¶2 On Thursday, March 10, 2011, Gillman approached Chet
Hunter at an electrical wholesale supply store. She asked if he
I-D Electric v. Gillman
was an electrician and if he could do some emergency electrical
work at her house in Herriman. Hunter, a journeyman
electrician, told Gillman to arrange an appointment through his
employer I-D Electric (I-D). Later that day, I-D sent Hunter to
Gillman’s house to assess the scope of the work needed. Hunter
spent approximately two hours discussing it with Gillman, who
asked him how much the work would cost. Hunter told her he
did not price the materials and therefore did not know how
expensive the job would be. I-D usually used a “cost-plus”1
system, under which the cost of materials and the hourly rate of
the labor are calculated after a job is completed. Alternatively, at
the customer’s request, I-D used a bid system, under which it
calculated the cost of the labor and materials in advance, and the
price of the job is fixed at this amount. Gillman did not request a
bid.
¶3 Hunter testified there was “a lot of work to be done,” but
Gillman’s “priority” was work in the attic above the garage.
Contractors were coming the following week to install a floor in
the garage attic, and Gillman needed an electrician to move “all
of the wires draped over the trusses in the attic.” Because the
work “needed to be done immediately,” I-D rearranged Hunter’s
schedule to work on Gillman’s project the very next day.
¶4 On Friday, Hunter returned to the Herriman house with
two associates, a residential journeyman and an apprentice. They
arrived before eight thirty that morning, and spent the entire day
working on the projects Gillman had assigned. Gillman arrived
later the same morning and occasionally went to the garage
where the men were working. That afternoon, Hunter left briefly
to buy additional supplies. While he was gone, the residential
journeyman had Gillman sign a work order prepared by Hunter.
1. A cost-plus contract is one “in which payment is based on a
fixed fee or a percentage added to the actual cost incurred.”
Contract, Cost-plus Contract, Black’s Law Dictionary (9th ed.
2009).
20150682-CA 2 2017 UT App 144I-D Electric v. Gillman
The order, as it was initially presented to Gillman, did not
indicate prices, but listed the materials used, summarized the
completed jobs, and, under the heading “labor hours,” identified
each of the three electricians by first name. The work order also
addressed the interest I-D would charge if the payment became
past due and stated that the “[p]urchaser agrees to pay all costs
and expenses including reasonable attorney’s fees in the event
collection becomes necessary.” Gillman signed the work order
and had left the house for the day by the time Hunter returned.
The three men finished their work and left for the evening.
¶5 The following Monday morning, Kim Olson, I-D’s
president, calculated the cost of the electrical work at $1,827.61.
He wanted to inform Gillman of this before I-D did additional
work on the house. When Olson called her, Gillman was
“stunned” by the amount. Olson offered to send her an
itemization of the work order and have Hunter discuss the bill
with her. Gillman asked how much the rest of the work would
cost, which Olson interpreted as a request for a bid on the
remaining work. Later that week, Hunter went to the Herriman
house and tried to enter the garage, but the security access code
had been changed and Gillman did not return his calls.
¶6 I-D sent Gillman an itemized invoice on March 24 and
called her several times without reaching her and without
receiving any return calls.2 Gillman returned the invoice and
2. In its findings of fact, the district court stated:
A pattern emerged regarding [Gillman’s]
unwillingness to directly confront the billing issue;
in addition to habitually failing to return phone
calls, she ignored several letters and written
communications, including certified letters
indicating legal proceedings would be or had been
initiated. This willful neglect on the part of
[Gillman] contributed greatly to the costs incurred
by [I-D] in collecting the debt.
20150682-CA 3 2017 UT App 144I-D Electric v. Gillman
requested a labor breakdown and a list of the professional
credentials of the electricians, which I-D provided at the
beginning of April.
¶7 The next month, Gillman sent a letter to I-D, which read
in part:
[I]t is my considered judgment that the 25.5 hours
charged for what was accomplished is
commensurately unreasonable and warrants
careful reconsideration. As you undertake that
reconsideration, you might want to factor into your
deliberation other salient information: I work in
both construction and the practice of law. I am very
familiar with job sites and courtrooms. I just
completed the first $4.47 million phase of a 15-
month construction project in December. The
second $1.5 million phase is now underway and
will be finished this summer. This recent
construction project resulted from a multi-million
construction defect lawsuit, out of state. The last
five adversaries who lined up on the other side of a
courtroom from me are out a total of more than $11
million.
I hired another licensed electrician to finish
the work in my house and garage[,] . . . [which
was] substantially more complicated, representing
at least five times more work. I paid $650 for all of
it (labor only).
I am willing to pay a realistic amount for the
work that was done, but no more. Please
recalculate it.
The letter’s heading identified Gillman’s return address as the
Salt Lake City condominium in which Gillman lived. She used
that address as a billing address and “in all of her
correspondence.”
20150682-CA 4 2017 UT App 144I-D Electric v. Gillman
¶8 Olson interpreted the letter as an attempt to “intimidate
and bully” him and hired counsel. He instructed counsel to file a
mechanic’s lien on Gillman’s property to secure payment of the
bill. Counsel filed the lien, but erroneously listed Gillman’s Salt
Lake City billing address instead of the address of the Herriman
house where the electrical work was done.3
¶9 I-D sent Gillman a Notice of Mechanic’s Lien by certified
mail, but it did not hear back from her. Later, I-D sent Gillman,
also by certified mail, a notice of its intention to initiate a lien
foreclosure action. Gillman testified she was out of town and did
not receive either notice.4 She testified that when she learned of
the mechanic’s lien, she checked with the county recorder’s
office but found no record of it.
¶10 I-D filed a complaint in district court in September 2011,
and Gillman testified she did not discover the lien had listed the
wrong address until the middle of October. In November, she
and her counsel collaborated in drafting another letter, also
using Gillman’s Salt Lake City address, which Gillman delivered
directly to I-D. The letter stated:
Hasn’t this already gone too far? First you file a
lien on my property and I understand that has
recently been followed by a lis pendens. Neither is
either reasonable or justified under the
circumstances, and without a legal basis. Please
3. The district court rejected Gillman’s argument that I-D
deliberately targeted her condominium for the lien: “[T]he Court
concludes and finds that the placement of the lien on the condo
rather than the Herriman house was a clerical error made by
[I-D’s] counsel and not a deliberate act to gain tactical advantage
in the collection of the debt.”
4. The district court concluded that Gillman’s “avoidance of
these letters was willful rather than circumstantial.”
20150682-CA 5 2017 UT App 144I-D Electric v. Gillman
remove both immediately. There is no point in the
senseless . . . accumulation of any more legal fees.
It’s about time to do the right thing.
The letter did not notify I-D that its lien erroneously identified
Gillman’s Salt Lake City property and not her Herriman house.5
¶11 I-D was informed of the mistake by its counsel in
December 2011, and it immediately released the lis pendens
from Gillman’s Salt Lake City property. I-D also recorded an
amended lien with the address of the Herriman house.
¶12 I-D’s complaint against Gillman alleged causes of action
for breach of contract and lien foreclosure. Gillman filed a
petition to nullify the lien as wrongful. In a partial motion for
summary judgment, the district court dismissed the lien
foreclosure action because the lien, originally listing the Salt
Lake City address but amended with the correct Herriman
address, was amended well outside the statutory deadline for
filing a mechanic’s lien. After a bench trial, the court determined
that although the mechanic’s lien was unenforceable, it was not
wrongful. The court also determined the work order was a
binding contract, even though it lacked a specific price term.
Finally, the court awarded attorney fees to I-D under the
contract, because the action was an “effort to collect a valid
debt.” The court did not award attorney fees to Gillman for
defeating the mechanic’s lien, but it reduced I-D’s award of
attorney fees by $3,632, which equaled the fees I-D generated in
“active litigation of the Mechanic’s Lien.” Gillman appeals.
5. The district court characterized the letter as “deliberately
vague.” Indeed, it found Gillman “knew that the lien had been
placed on the wrong property, and that she deliberately failed to
mention that fact in the letter to Olson,” and “did so, after
consulting with counsel, in a deliberate effort to establish a cause
of action against [I-D] for filing a wrongful lien.”
20150682-CA 6 2017 UT App 144I-D Electric v. Gillman
ISSUES AND STANDARDS OF REVIEW
¶13 Gillman raises three issues on appeal. She contends the
district court erred in determining I-D’s mechanic’s lien was not
wrongful under the Wrongful Lien Act. See Utah Code Ann.
§ 38-9-1 (LexisNexis 2010).6 “The question of what constitutes a
wrongful lien . . . is a legal question of statutory interpretation,”
which we review for correctness. Hutter v. Dig-It, Inc., 2009 UT
69, ¶ 8, 219 P.3d 918. Gillman also contends the district court
erred in determining there was an express contract between
herself and I-D. Whether a contract exists is also “a question of
law, reviewed for correctness.” Cea v. Hoffman, 2012 UT App 101,
¶ 9, 276 P.3d 1178. Finally, Gillman disputes the award of
attorney fees. Gillman specifically contends she should be
awarded attorney fees because she was the successful party
under the mechanic’s lien statute. “Whether attorney fees are
recoverable in an action is a question of law, which we review
for correctness.” Anderson & Karrenberg v. Warnick, 2012 UT App
275, ¶ 8, 289 P.3d 600 (citation and internal quotation marks
omitted).
ANALYSIS
I. Wrongful Lien
¶14 Gillman contends the district court erred in determining
that I-D’s mechanic’s lien was not wrongful. The district court
concluded the lien was authorized by statute even though it
misidentified the property subject to the lien, and further
determined “there was a good-faith basis for filing the lien” and
“the lien was misplaced due to an explainable error.”
6. Because I-D filed its mechanic’s lien in 2011, we reference the
version of the Utah Code in effect at that time.
20150682-CA 7 2017 UT App 144I-D Electric v. Gillman
¶15 The relevant section of the Utah Code defines a wrongful
lien as “any document that purports to create a lien, notice of
interest, or encumbrance on an owner’s interest in certain real
property and at the time it is recorded is not . . . expressly
authorized by this chapter or another state or federal statute.”
Utah Code Ann. § 38-9-1(6) (LexisNexis 2010). The Wrongful
Lien Act “does not apply to a person entitled to a lien under
Section 38-1-3 who files a lien pursuant” to the mechanic’s lien
statute, id. § 38-9-2, which allows “all persons performing any
services” on a property to “have a lien upon the property . . . for
the value of the service rendered,” id. § 38-1-3.
¶16 Gillman argues the Wrongful Lien Act “does not
automatically prohibit any mechanic’s lien from being
wrongful.” Rather, it “only prohibits a mechanic’s lien filed by ‘a
person entitled to a lien.’” (Emphasis omitted.) In effect, Gillman
argues that the Wrongful Lien Act could apply to a mechanic’s
lien if the person filing it is not “entitled to” a lien under that
statute. Further, because I-D listed the Salt Lake City property on
its mechanic’s lien, Gillman argues the lien was not “expressly
authorized” by statute, and therefore I-D was not entitled to it.
¶17 The Utah Supreme Court considered “whether an
unenforceable mechanic’s lien is a wrongful lien subject to
nullification under Utah’s Wrongful Lien Injunction[s] Act”7 in
Hutter v. Dig-It, Inc., 2009 UT 69, ¶¶ 1, 46–52, 219 P.3d 918. In
that case, the parties contested the meaning of the phrase,
“expressly authorized by . . . statute.” One party, whose
mechanic’s lien was unenforceable, argued that “all mechanic’s
liens—even if they ultimately prove unenforceable—are
expressly authorized by statute and therefore are not wrongful
liens.” Id. ¶ 46 (emphasis added). The opposing party’s
argument, similar to Gillman’s, was that “unenforceable lien[s]
7. See Utah Code Ann. § 38-9a-201 (LexisNexis 2010). This section
of the Utah Code provides a mechanism for seeking to enjoin
wrongful liens.
20150682-CA 8 2017 UT App 144I-D Electric v. Gillman
cannot be expressly authorized by statute since the statute only
allows liens to be recorded that comply with the statutory
terms.” Id.¶18 The supreme court determined that the phrase “expressly
authorized” was ambiguous, and so it “look[ed] to [the]
legislative history as an aid to ascertain the intent of the
legislature.” Id. ¶ 49. During the floor debates of the pertinent
bill, the sponsoring senator stated that the bill’s purpose “was to
impose penalties on those filing common law liens on the
property of public officials in retaliation for prosecution.” Id.
¶ 50. Another senator was concerned that the bill’s “definition of
a wrongful lien was too broad for the bill’s expressed purpose.”
Id. The sponsoring senator replied, “‘This act is not intended to
be applicable to mechanic’s or materialmen’s liens.’” Id. (quoting
Senate Floor Debates, S.B. 178, 42nd Leg., Gen. Sess. (Utah Feb.
21, 1985) (statement of Sen. Ivan M. Matheson)). From this
history, the supreme court concluded that “the legislature
intended that the definition of ‘wrongful lien’ should encompass
only common law liens.” Id. ¶ 52. Mechanic’s liens, even if
unenforceable, are expressly authorized by statute, and contrary
to Gillman’s argument, are not wrongful under the Wrongful
Lien Act. Id.
¶19 Gillman’s reply brief attempts to distinguish Hutter by
arguing that the lien I-D filed was not actually a mechanic’s lien
because the lien did not comply with the statutory requirements
of a mechanic’s lien. According to Gillman, the Wrongful Lien
Act therefore would apply.
¶20 We addressed a similar question in Bay Harbor Farm, LC v.
Sumsion, 2014 UT App 133, 329 P.3d 46. There, the district court
determined that an attorney’s lien was wrongful because it did
not meet the requirements of the attorney’s lien statute. Id. ¶ 8.
The statute in question allowed an attorney to place a lien on a
person’s property (1) if the person was the attorney’s client and
(2) if the person’s property was the subject of or connected with
work performed for the client. Id. (citing Utah Code Ann. § 38-2-
20150682-CA 9 2017 UT App 144I-D Electric v. Gillman
7(2) (LexisNexis 2010)). The district court determined that the
client’s property “was not the subject of or connected with [the
attorney’s] work on the . . . matter.” Id. (internal quotation marks
omitted). Because the lien did not meet the requirements of the
attorney’s lien statute, the district court determined it was
wrongful under the Wrongful Lien Act. This court reversed on
appeal, concluding that the attorney “filed an attorney’s lien
which is expressly authorized by statute, and it is therefore not
wrongful. This is true even if it ultimately proves unenforceable.” Id.
¶ 11 (emphasis added).
¶21 Bay Harbor Farm also clarified what qualifies as a statutory
lien under the Wrongful Lien Act: it is not created merely by an
allegation that the lien is expressly authorized by statute; rather,
a “lien claimant [must have] a good-faith basis for claiming a
statutory lien.” Id. ¶ 12. “If the claimant has ‘no plausible basis’
for recording a statutory lien, ‘a court may declare the lien
wrongful under the Wrongful Lien Act even if it purports to be
one falling into the category of statutorily authorized liens.’”
Total Restoration, Inc. v. Merritt, 2014 UT App 258, ¶ 18, 338 P.3d
836 (quoting Bay Harbor Farm, 2014 UT App 133, ¶ 12). The
attorney in Bay Harbor Farm ultimately may not have been
entitled to an attorney’s lien if the property was not connected to
the work performed by the attorney. But the lien was not
wrongful because the attorney had a good-faith basis for his
claim under the attorney’s lien statute.
¶22 In sum, Hutter determined that only common law liens
may be wrongful liens and that the Wrongful Lien Act does not
apply to liens, which though unenforceable, are not wrongful.
But Bay Harbor Farm offers the means of determining when a lien
is properly characterized as a statutory lien.
¶23 Here, I-D filed a mechanic’s lien to secure payment for
electrical services rendered on Gillman’s property. I-D was
entitled to place the lien on the Herriman house, but
unintentionally identified Gillman’s Salt Lake City address in its
notice of lien. As soon as it realized the error, I-D had the lien
20150682-CA 10 2017 UT App 144I-D Electric v. Gillman
removed from the Salt Lake City property. We agree with the
district court that I-D had a “good-faith basis for filing the lien.”
It had completed electrical services on the Herriman house, and
it listed the wrong address on the lien as a result of a clerical
error on the part of its attorney. The error was inadvertent—the
address used was the one Gillman used on the letter by which
she disputed the work order—and does not transform I-D’s
attempt to secure payment into a common law lien. Because the
Wrongful Lien Act applies only to common law liens and
because I-D had a good faith basis for claiming a statutory lien,
the district court correctly determined that I-D’s lien was not
wrongful.
II. Express Contract
¶24 Gillman next contends the district court erred in
determining there was an express contract between the parties in
the absence of an agreement as to the cost of the work performed
on her property. Gillman argues that because there was no
agreement as to price, there cannot have been a meeting of the
minds.
¶25 “It is fundamental that a meeting of the minds on the
integral features of an agreement is essential to the formation of
a contract. An agreement cannot be enforced if its terms are
indefinite.” Nielsen v. Gold’s Gym, 2003 UT 37, ¶ 11, 78 P.3d 600(citation and internal quotation marks omitted). A “contract may
be enforced even though some contract terms may be missing or
left to be agreed upon, but if the essential terms are so uncertain
that there is no basis for deciding whether the agreement has
been kept or broken, there is no contract.” Id. ¶ 12 (citation and
internal quotation marks omitted). “The court must be able to
enforce the contract according to the parties’ intentions; if those
intentions are impenetrable, or never actually existed, there can
be no contract to enforce.” Id.
¶26 In Electrical Contractors, Inc. v. Westwater Farms, LLC, 2016
UT App 60, 370 P.3d 949, the “fact that the parties did not know
20150682-CA 11 2017 UT App 144I-D Electric v. Gillman
what the ultimate cost would be d[id] not demonstrate . . . that
there was no meeting of the minds.” Id. ¶ 11. In that case, the
parties agreed to a cost-plus payment structure where one party
charged the other the actual cost, plus certain, set fee markups
on specified items. “While the cost-plus terms did not establish a
precise price to be paid, they did provide a clear method of
calculating the price once the work was completed . . . [and thus]
the essential terms of the oral contract were established . . . .” Id.
¶27 Other states have determined that a missing price term
does not necessarily prevent a contract from being formed or
enforceable. See Goodman v. Physical Res. Eng’g, Inc., 270 P.3d 852,
855 (Ariz. Ct. App. 2011) (“An agreement can be implied and is
enforceable where there is a valid offer and acceptance, and the
only term missing is the final price.”); MBH, Inc. v. John Otte Oil
& Propane, Inc., No. A-00-287, 2001 WL 880683, at *3 (Neb. Ct.
App. Aug. 7, 2001) (“[A] contract will not necessarily fail for
indefiniteness with regard to an open price term . . . if the parties
have intended to make a contract and there is a reasonably
certain basis for giving an appropriate remedy.” (citation and
internal quotation marks omitted)); Fischer v. CTMI, LLC, 479
S.W.3d 231, 240 (Tex. 2016) (“[W]hen the parties have done
everything else necessary to make a binding agreement . . . , their
failure to specify the price does not leave the contract so
incomplete that it cannot be enforced.”(omission in original)
(citation and internal quotation marks omitted)).
¶28 Here, we agree with the district court that there was a
meeting of the minds on the integral features of the contract.
Gillman requested electrical services from I-D and discussed
with Hunter the scope of those services. When Gillman asked
how much it would cost, Hunter responded that he did not
calculate the price of materials and did not know what it would
cost, implying the cost would be calculated after the job. I-D’s
general practice was to use a cost-plus payment system, where
the cost was calculated after the work, unless the customer
specifically requested a bid. I-D intended to receive payment
20150682-CA 12 2017 UT App 144I-D Electric v. Gillman
from Gillman and Gillman intended to pay I-D. A court may
enforce the contract according to those intentions.
¶29 In addition, Gillman signed the work order listing the
materials used, the jobs completed, and the number of
electricians who would be paid for their labor. Although the
method for calculating the price may not have been as clear as in
Electrical Contractors, there was a written contract specifying each
item to be paid for and each person whose labor would be billed.
Gillman, an experienced business woman, knew she would have
to pay for the labor and materials of the jobs completed. She
signed the work order detailing these expenses (albeit without
specific price terms), knowing it evidenced her obligation to pay.
Gillman was also aware that the cost would be calculated by I-D
after the work was completed. The fact that Gillman later
disagreed with what was charged does not mean the agreement
was not sufficiently definite to be enforced.
¶30 But even though Gillman demonstrated her intention and
obligation to pay by signing the contract, she was not bound to
pay any amount later calculated by I-D; Gillman was only
obligated to pay a reasonable price. See Standard Coal Co. v.
Stewart, 269 P. 1014, 1016 (Utah 1928) (“Where the parties have
agreed upon the other elements of the sale, but have made no
reference to the price, . . . the law implies that the goods are to be
paid for at what they are reasonably worth.” (omission in
original) (citation and internal quotation marks omitted));
Fischer, 479 S.W.3d at 240 (“[W]hen the parties have done
everything else necessary to make a binding agreement . . . , their
failure to specify the price does not leave the contract so
incomplete that it cannot be enforced. In such a case it will be
presumed that a reasonable price was intended.” (omission in
original) (citations and internal quotation marks omitted)); see
also United States v. Swift & Co., 270 U.S. 124, 141 (1926) (“Under
ordinary conditions, a valid agreement can be made for purchase
and sale without the fixing of a specific price. In such a case a
reasonable price is presumed to have been intended.”); Interstate
Plywood Sales Co. v. Interstate Container Corp., 331 F.2d 449, 452
20150682-CA 13 2017 UT App 144I-D Electric v. Gillman
n.6 (9th Cir. 1964) (stating that, under California law, “where the
contract entirely fails to mention price[,] it will then be implied
that the parties intended to deal at a reasonable price”); cf. Mills
v. Brody, 929 P.2d 360, 367 (Utah Ct. App. 1996) (“Where the
contract is silent as to when tender of the purchase price is
required, [c]ourts universally read into such contracts an
obligation of payment within a time reasonable in the context of
the transaction and circumstances of the parties.” (alteration in
original) (emphasis, citation, and internal quotation marks
omitted)). The district court correctly concluded that the contract
was enforceable, but did not make a determination regarding the
reasonableness of the price term, which I-D calculated after
Gillman had signed the work order.
¶31 Whether a price is reasonable is a question of fact. Cf.
Mills, 929 P.2d at 367 (stating that, in determining the reasonable
timing of payment on a contract, what “is reasonable is a
question of fact” (emphasis, citation, and internal quotation
marks omitted)). There was testimony from both sides regarding
the reasonableness of the contract price, but because the district
court is the finder of fact, we will not substitute our judgment
regarding whether the contract price was reasonable for that of
the district court. Therefore, we remand this case for the limited
purpose of determining whether the contract price I-D charged
Gillman was reasonable. If the district court determines the
contract price was reasonable, its judgment concerning Gillman
will remain unchanged. If the court determines the contract price
was not reasonable, it will determine the reasonable price for
Gillman to fulfill her obligation under the contract.
III. Attorney Fees
A. Jurisdiction
¶32 As a preliminary matter, I-D contends this court lacks
jurisdiction to hear Gillman’s claim concerning attorney fees. It
notes that Gillman raised this issue in her rule 52(b) motion to
amend the district court’s findings and conclusions, and argues
20150682-CA 14 2017 UT App 144I-D Electric v. Gillman
Gillman failed to timely appeal the district court’s order denying
her motion.
¶33 After a bench trial, the district court entered its findings of
fact and conclusions of law. It determined I-D prevailed on its
breach of contract claim and could be entitled to reasonable
attorney fees, and it directed I-D to submit a proposed order
regarding the fees. The court also determined there was no cause
of action for which Gillman could be entitled to attorney fees.
¶34 Gillman then filed a rule 52(b) motion to amend the
court’s findings of fact and conclusions of law, arguing she was
entitled to statutory attorney fees for her successful defense of
the mechanic’s lien claim. The district court denied her motion,
granted I-D’s motion regarding the amount of attorney fees, and
entered final judgment. The court amended its judgment a week
later to include a current calculation of I-D’s attorney fees, and
within thirty days, Gillman appealed.
¶35 “As a general rule, an appellate court lacks jurisdiction
over an appeal that is not taken from a final order or judgment.”
Anderson v. Wilshire Invs., LLC, 2005 UT 59, ¶ 9, 123 P.3d 393(citing Utah R. App. P. 3(a)). Rule 4(b)(1)(B) of the Utah Rules of
Appellate Procedure extends this time for appeal when certain
post-trial motions are filed. A party who files a rule 52(b) motion
has thirty days from the entry of the court’s order on the motion
to appeal the final judgment when the rule 52(b) motion is filed
in timely fashion after the judgment is entered. Utah R. App. P.
4(b)(1)(B).
¶36 I-D contends that because Gillman raised the attorney-fee
issue in her rule 52(b) motion, she had to appeal the court’s
denial of that motion within thirty days. Here, however, Gillman
filed her rule 52(b) motion before the district court had entered a
final judgment.
¶37 In its final judgment and amended judgment, the district
court summarized the judgment entered against Gillman and
listed the damages, attorney fees, costs, and interest awarded to
20150682-CA 15 2017 UT App 144I-D Electric v. Gillman
I-D. Gillman appealed this final order within the thirty-day
deadline, see id. R. 3(a), 4(a), and we readily conclude we have
jurisdiction to hear her claim regarding attorney fees.
B. Attorney Fees Award
¶38 Gillman disputes the district court’s award of attorney
fees to I-D. The court determined I-D prevailed on its contract
claim and successfully defeated Gillman’s wrongful lien claim.
Because Gillman had breached the contract and because the
work order included a provision for attorney fees, the court
awarded I-D $36,939.29 for damages, fees, costs, and interest.
I-D’s award was reduced by $3,632 for fees generated in
litigation of the mechanic’s lien, which Gillman defeated on
summary judgment.
¶39 Gillman first argues she is entitled to attorney fees under
the mechanic’s lien statute. She also argues the court erred in
awarding attorney fees to I-D on the basis of the parties’
contractual provision. “Attorney fees are generally recoverable
in Utah only when authorized by statute or contract.” Reighard v.
Yates, 2012 UT 45, ¶ 41, 285 P.3d 1168 (citation and internal
quotation marks omitted). Both parties request attorney fees on
appeal.
1. Attorney Fees Under the Mechanic’s Lien Statute
¶40 Gillman first contends she is entitled to statutory attorney
fees for defeating I-D’s mechanic’s lien. She argues she was the
successful party and asserts that “courts do not have discretion
to decide whether to award reasonable attorney fees to the
‘successful party.’” See A.K. & R. Whipple Plumbing & Heating v.
Guy, 2004 UT 47, ¶ 7, 94 P.3d 270 (citation omitted).
¶41 Under the mechanic’s lien statute, “the successful party
shall be entitled to recover a reasonable attorneys’ fee,” Utah
Code Ann. § 38-1-18(1) (LexisNexis 2010), and a “successful
party includes one who successfully enforces or defends against
a lien action,” Kurth v. Wiarda, 1999 UT App 335, ¶ 9, 991 P.2d
20150682-CA 16 2017 UT App 144I-D Electric v. Gillman
1113. I-D argues that courts have considerable discretion in
determining which party was the successful party under the
statute. See R.T. Nielson Co. v. Cook, 2002 UT 11, ¶ 25, 40 P.3d
1119 (noting the question of which party is the prevailing party
“depends, to a large measure, on the context of each case, and,
therefore, it is appropriate to leave this determination to the
sound discretion of the trial court”). I-D further argues the
district court acted well within its discretion when it determined
I-D was the successful party.
¶42 In determining “whether a party was ‘successful’ in
bringing or defending against a mechanic’s lien enforcement
action,” this court uses “a ‘flexible and reasoned’ approach.” See
A.K. & R., 2004 UT 47, ¶ 26. This approach considers the net
judgment in the case and “the amounts actually sought[,] and
then balanc[es] them proportionally with what was recovered.”
Id. (citation and internal quotation marks omitted). The approach
also considers common sense factors such as
(1) [the] contractual language, (2) the number of
claims, counterclaims, cross-claims, etc., brought
by the parties, (3) the importance of the claims
relative to each other and their significance in the
context of the lawsuit considered as a whole, and
(4) the dollar amounts attached to and awarded in
connection with the various claims.
Anderson & Karrenberg v. Warnick, 2012 UT App 275, ¶ 11, 289
P.3d 600 (alteration in original) (quoting R.T. Nielson, 2002 UT 11,
¶ 25).
¶43 In awarding attorney fees to I-D, the district court
determined that I-D prevailed on its breach of contract claim,
and that because the contract had a provision for attorney fees,
I-D was entitled to reasonable attorney fees. The court ruled
against Gillman on the breach of contract claim and the
wrongful lien claim and recognized “no cause of action for
which [Gillman] may be entitled to fees.” Contrary to I-D’s
argument, the court did not address which party had been
20150682-CA 17 2017 UT App 144I-D Electric v. Gillman
successful under the mechanic’s lien statute, and did not engage
in the “flexible and reasoned approach” as outlined by A.K. & R.
and Anderson. The court stated only that I-D was successful in its
breach of contract claim as it related to attorney fees.
¶44 Furthermore, the mechanic’s lien action was distinct from
the breach of contract and wrongful lien claims and was
dismissed early on in the case. I-D brought a mechanic’s lien
claim against Gillman, and Gillman successfully defeated that
claim on summary judgment. The court also recognized I-D was
not entitled to fees it generated in seeking to enforce its
mechanic’s lien. We therefore see no reason why Gillman should
not be entitled to attorney fees under the mechanic’s lien statute.
While these fees may be relatively small in proportion to the
award I-D was correctly granted, see infra ¶¶ 45–47, we remand
for the district court to determine the amount of fees Gillman is
entitled to, by way of an offset against the judgment against her,
for successfully defeating the mechanic’s lien claim.
2. Attorney Fees Under the Contractual Provision
¶45 Next, we conclude the district court correctly awarded I-D
attorney fees on the basis of the work order’s contractual
language. The work order stated that the purchaser “agrees to
pay all costs and expenses including reasonable attorney’s fees
in the event collection becomes necessary.” “If the legal right to
attorney fees is established by contract, Utah law clearly requires
the court to apply the contractual attorney fee provision and to
do so strictly in accordance with the contract’s terms.” Hahnel v.
Duchesne Land, LC, 2013 UT App 150, ¶ 16, 305 P.3d 208 (citation
and internal quotation marks omitted).
¶46 I-D brought this action to secure payment of its work. In
pursuit of collecting its payment, I-D successfully brought a
breach of contract claim and successfully defended against
Gillman’s counterclaim. Therefore, there is no error in the court’s
decision to award I-D attorney fees under the contract, especially
where the court concluded that the expenses in the case had
20150682-CA 18 2017 UT App 144I-D Electric v. Gillman
been “exacerbated by [Gillman’s] continued and unreasonable
efforts to avoid paying a contractual obligation.”
¶47 Additionally, Gillman alleges the district court erred in
determining there was an express contract and I-D failed in its
burden of proof under a quasi-contract claim. She argues she
should therefore be awarded attorney fees under the reciprocal
attorney fee statute. See Utah Code Ann. § 78B-5-826 (LexisNexis
2012). As we concluded above, however, the district court
correctly determined there was an express contract, and we
discern no other error in the award of attorney fees for the
breach of contract claim.
¶48 In sum, the district court correctly awarded I-D attorney
fees under the breach of contract claim, but it incorrectly denied
Gillman attorney fees under the mechanic’s lien statute.
3. Attorney Fees on Appeal
¶49 Finally, I-D requests an award of attorney fees on appeal.
“[W]hen a party who received attorney fees below prevails on
appeal, the party is also entitled to fees reasonably incurred on
appeal.” Valcarce v. Fitzgerald, 961 P.2d 305, 319 (Utah 1998)
(citation and internal quotation marks omitted). As we
previously determined, the district court correctly dismissed
Gillman’s wrongful lien claim and correctly determined there
was an express contract between I-D and Gillman. Though the
court incorrectly denied Gillman attorney fees under the
mechanic’s lien statute, these fees are relatively minor when
compared to I-D’s award under the contract. We thus conclude
I-D is entitled to reasonable attorney fees for the issues on which
it succeeded on appeal. We remand for the district court to
determine the amount of fees properly to be awarded to I-D.
CONCLUSION
¶50 In sum, we conclude the district court correctly
determined I-D’s mechanic’s lien was not wrongful under the
20150682-CA 19 2017 UT App 144I-D Electric v. Gillman
statute. We also conclude the court correctly determined there
was an express contract between I-D and Gillman, even though
the contract did not include a price term. Finally, we conclude
the court erred in denying Gillman attorney fees for defeating
the mechanic’s lien claim, and direct the court to adjust I-D’s
attorney fee award accordingly. We remand the case for the
limited purposes of determining whether the contract price was
reasonable, adjusting I-D’s attorney fee award, and calculating
I-D’s reasonable attorney fees incurred on appeal.
20150682-CA 20 2017 UT App 144