25CA0983 Clark v Holt 04-30-2026
COLORADO COURT OF APPEALS
Court of Appeals No. 25CA0983 Routt County District Court No. 24CV4 Honorable Billy-George Hertzke, Judge
Karl Holt,
Plaintiff-Appellee,
v.
Savanna Clark,
Defendant-Appellant.
JUDGMENT AFFIRMED AND CASE REMANDED WITH DIRECTIONS
Division III Opinion by JUDGE HARRIS Dunn and Moultrie, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced April 30, 2026
Elenz & Strom, Don McLaughlin, Sara R. Strom, Steamboat Springs, Colorado, for Plaintiff-Appellee
Savanna Clark, Pro Se ¶1 Defendant, Savanna Clark, appeals the judgment entered in
favor of plaintiff, Karl Holt, on his breach of contract claim. We
affirm.
I. Background
¶2 Because Clark did not provide a transcript of the bench trial,
we recount the facts based on the documentary evidence and the
trial court’s findings.
¶3 In January 2023, B.M. Ltd., an entity wholly owned by Clark,
entered into a contract to purchase real property from CO MGD
Holdings (MDG). The contract required an earnest money deposit of
$20,000, which B.M. Ltd. paid with a check drawn on the account
of SLClark LLC and signed by Clark. The earnest money was
deposited into an escrow account at Land Title Guarantee Company
(escrow agent). The contract did not close.
¶4 In March 2023, Clark, this time in her individual capacity,
entered into a second, substantially similar contract with MGD for
the sale of the property. The March contract also required a
$20,000 earnest money deposit. The trial court later found that
although the circumstances were somewhat unclear, “the $20,000
1 paid by Clark’s company in January became the earnest money
under the March [c]ontract.”
¶5 Under the March contract, Clark could purchase the property
with a conventional loan, but not seller or private financing. If she
intended to obtain a loan, she had to apply by April 5, 2023, and
“exercise reasonable efforts” to secure it.
¶6 On April 5, 2023, Clark submitted a loan application to
Mountain Valley Bank. The bank requested tax returns, a copy of
the March contract, and other documents. Clark did not timely
provide any of the requested documents.
¶7 In late April, the bank denied Clark’s loan request, explaining
that it could not “make a credit decision” “due to [the] incomplete
application.” Clark then sent MGD a notice of termination, citing
her inability to obtain a loan.
¶8 The March contract provided that in the event of a buyer
default, the seller was entitled to retain the earnest money as
liquidated damages. After Clark terminated the contract, each
party claimed entitlement to the earnest money.
¶9 In October 2023, the escrow agent notified the parties that it
would release the earnest money, deposited in connection with the
2 January contract, to Clark on February 10, 2024, unless, by that
date, it received documentation that a lawsuit had been initiated.
Before the February deadline, though, the escrow agent informed
the parties that its notice should have referenced the March
contract instead. Accordingly, the escrow agent issued a second
notice, informing the parties that it would release the earnest
money to Clark unless a lawsuit was initiated by May 15, 2024.
¶ 10 On February 27, 2024, Holt, as the assignee of MGD, filed a
complaint, naming Clark and the escrow agent as defendants. The
escrow agent deposited the disputed earnest money into the court’s
registry and, in April 2024, before Clark was served with a copy of
the complaint and summons, the trial court dismissed the escrow
agent from the lawsuit.
¶ 11 The parties proceeded to a bench trial. The contested issue
was whether Clark breached the March contract by failing to make
reasonable efforts to obtain a loan, thereby entitling Holt to the
earnest money.
¶ 12 In her defense, Clark argued that she had fulfilled her
contractual obligations by timely applying for a loan and, in any
event, the earnest money was paid in connection with the January
3 contract, so Holt could not receive the money as a remedy for
breach of the March contract.
¶ 13 In an exceptionally clear and concise order, the trial court
found in favor of Holt.
¶ 14 The court reasoned that “[a]n ordinarily prudent borrower
would have submitted the requested documents to complete the
loan process.” Citing evidence that Clark had not done so, the
court found that she breached the March contract by failing to
make “reasonable efforts” to obtain the loan.
¶ 15 As for the earnest money, the court determined that the
$20,000 deposited for purposes of the January contract had
impliedly become the earnest money for the March contract when
both parties proceeded under that contract, “treat[ing] [it] as valid
and binding.”
II. Clark’s Appellate Issues
¶ 16 On appeal, Clark raises numerous issues, most in a
conclusory manner. As we explain below, we discern no error by
the trial court.
• Holt had standing to enforce the contract and was the
real party in interest, see C.R.C.P. 17(a), by virtue of
4 MGD’s assignment of the claim to him. See Platte Valley
Mortg. Corp. v. Bickett, 916 P.2d 631, 633 (Colo. App.
1996) (“An assignee of a claim is a real party in
interest.”).
• In determining whether Clark breached the March
contract, the trial court did not impose a “success
requirement.” The court correctly determined that Clark
had to make “reasonable efforts” to obtain a loan, see
Reid v. Pyle, 51 P.3d 1064, 1067 (Colo. App. 2002) (when
a party’s obligation depends on the occurrence of a
contingency within its control, the party must exercise
reasonable diligence to bring about that contingency),
and found that she had not. In the absence of a trial
transcript, we must presume that the court’s finding is
supported by the evidence. In re Marriage of Beatty,
2012 COA 71, ¶ 15.
• Upon a finding that Clark breached the March contract,
Holt, as MGD’s assignee, had a right to the earnest
money. The court found that the parties impliedly agreed
that the $20,000 earnest money deposit made in
5 connection with the January contract would serve as the
earnest money deposit required under the March
contract. Clark does not explain why that finding is
clearly erroneous, see May v. Petersen, 2020 COA 75,
¶ 10 (appellate court reviews trial court’s factual findings
for clear error), and we presume that it is supported by
the record, see Marriage of Beatty, ¶ 15.
• Because Holt’s claim arose from the March contract and
the trial court found that the March contract was valid
and enforceable, Holt’s complaint was timely filed within
120 days of the escrow agent’s second notice.
• The trial court properly denied Clark’s pro se motion to
intervene filed on behalf of SLClark LLC.1 In Colorado, a
limited liability company, even one that qualifies as a
“closely held entity,” “must be represented by a licensed
1 Intervention under C.R.C.P. 24 is not the same thing as joinder of
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25CA0983 Clark v Holt 04-30-2026
COLORADO COURT OF APPEALS
Court of Appeals No. 25CA0983 Routt County District Court No. 24CV4 Honorable Billy-George Hertzke, Judge
Karl Holt,
Plaintiff-Appellee,
v.
Savanna Clark,
Defendant-Appellant.
JUDGMENT AFFIRMED AND CASE REMANDED WITH DIRECTIONS
Division III Opinion by JUDGE HARRIS Dunn and Moultrie, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced April 30, 2026
Elenz & Strom, Don McLaughlin, Sara R. Strom, Steamboat Springs, Colorado, for Plaintiff-Appellee
Savanna Clark, Pro Se ¶1 Defendant, Savanna Clark, appeals the judgment entered in
favor of plaintiff, Karl Holt, on his breach of contract claim. We
affirm.
I. Background
¶2 Because Clark did not provide a transcript of the bench trial,
we recount the facts based on the documentary evidence and the
trial court’s findings.
¶3 In January 2023, B.M. Ltd., an entity wholly owned by Clark,
entered into a contract to purchase real property from CO MGD
Holdings (MDG). The contract required an earnest money deposit of
$20,000, which B.M. Ltd. paid with a check drawn on the account
of SLClark LLC and signed by Clark. The earnest money was
deposited into an escrow account at Land Title Guarantee Company
(escrow agent). The contract did not close.
¶4 In March 2023, Clark, this time in her individual capacity,
entered into a second, substantially similar contract with MGD for
the sale of the property. The March contract also required a
$20,000 earnest money deposit. The trial court later found that
although the circumstances were somewhat unclear, “the $20,000
1 paid by Clark’s company in January became the earnest money
under the March [c]ontract.”
¶5 Under the March contract, Clark could purchase the property
with a conventional loan, but not seller or private financing. If she
intended to obtain a loan, she had to apply by April 5, 2023, and
“exercise reasonable efforts” to secure it.
¶6 On April 5, 2023, Clark submitted a loan application to
Mountain Valley Bank. The bank requested tax returns, a copy of
the March contract, and other documents. Clark did not timely
provide any of the requested documents.
¶7 In late April, the bank denied Clark’s loan request, explaining
that it could not “make a credit decision” “due to [the] incomplete
application.” Clark then sent MGD a notice of termination, citing
her inability to obtain a loan.
¶8 The March contract provided that in the event of a buyer
default, the seller was entitled to retain the earnest money as
liquidated damages. After Clark terminated the contract, each
party claimed entitlement to the earnest money.
¶9 In October 2023, the escrow agent notified the parties that it
would release the earnest money, deposited in connection with the
2 January contract, to Clark on February 10, 2024, unless, by that
date, it received documentation that a lawsuit had been initiated.
Before the February deadline, though, the escrow agent informed
the parties that its notice should have referenced the March
contract instead. Accordingly, the escrow agent issued a second
notice, informing the parties that it would release the earnest
money to Clark unless a lawsuit was initiated by May 15, 2024.
¶ 10 On February 27, 2024, Holt, as the assignee of MGD, filed a
complaint, naming Clark and the escrow agent as defendants. The
escrow agent deposited the disputed earnest money into the court’s
registry and, in April 2024, before Clark was served with a copy of
the complaint and summons, the trial court dismissed the escrow
agent from the lawsuit.
¶ 11 The parties proceeded to a bench trial. The contested issue
was whether Clark breached the March contract by failing to make
reasonable efforts to obtain a loan, thereby entitling Holt to the
earnest money.
¶ 12 In her defense, Clark argued that she had fulfilled her
contractual obligations by timely applying for a loan and, in any
event, the earnest money was paid in connection with the January
3 contract, so Holt could not receive the money as a remedy for
breach of the March contract.
¶ 13 In an exceptionally clear and concise order, the trial court
found in favor of Holt.
¶ 14 The court reasoned that “[a]n ordinarily prudent borrower
would have submitted the requested documents to complete the
loan process.” Citing evidence that Clark had not done so, the
court found that she breached the March contract by failing to
make “reasonable efforts” to obtain the loan.
¶ 15 As for the earnest money, the court determined that the
$20,000 deposited for purposes of the January contract had
impliedly become the earnest money for the March contract when
both parties proceeded under that contract, “treat[ing] [it] as valid
and binding.”
II. Clark’s Appellate Issues
¶ 16 On appeal, Clark raises numerous issues, most in a
conclusory manner. As we explain below, we discern no error by
the trial court.
• Holt had standing to enforce the contract and was the
real party in interest, see C.R.C.P. 17(a), by virtue of
4 MGD’s assignment of the claim to him. See Platte Valley
Mortg. Corp. v. Bickett, 916 P.2d 631, 633 (Colo. App.
1996) (“An assignee of a claim is a real party in
interest.”).
• In determining whether Clark breached the March
contract, the trial court did not impose a “success
requirement.” The court correctly determined that Clark
had to make “reasonable efforts” to obtain a loan, see
Reid v. Pyle, 51 P.3d 1064, 1067 (Colo. App. 2002) (when
a party’s obligation depends on the occurrence of a
contingency within its control, the party must exercise
reasonable diligence to bring about that contingency),
and found that she had not. In the absence of a trial
transcript, we must presume that the court’s finding is
supported by the evidence. In re Marriage of Beatty,
2012 COA 71, ¶ 15.
• Upon a finding that Clark breached the March contract,
Holt, as MGD’s assignee, had a right to the earnest
money. The court found that the parties impliedly agreed
that the $20,000 earnest money deposit made in
5 connection with the January contract would serve as the
earnest money deposit required under the March
contract. Clark does not explain why that finding is
clearly erroneous, see May v. Petersen, 2020 COA 75,
¶ 10 (appellate court reviews trial court’s factual findings
for clear error), and we presume that it is supported by
the record, see Marriage of Beatty, ¶ 15.
• Because Holt’s claim arose from the March contract and
the trial court found that the March contract was valid
and enforceable, Holt’s complaint was timely filed within
120 days of the escrow agent’s second notice.
• The trial court properly denied Clark’s pro se motion to
intervene filed on behalf of SLClark LLC.1 In Colorado, a
limited liability company, even one that qualifies as a
“closely held entity,” “must be represented by a licensed
1 Intervention under C.R.C.P. 24 is not the same thing as joinder of
an indispensable party under C.R.C.P. 19. To the extent Clark argues that the trial court was required to join SLClark LLC as an indispensable party, we conclude that she waived that argument by failing to raise it in the trial court. See, e.g., Karakehian v. Boyer, 900 P.2d 1273, 1280 (Colo. App. 1994), aff’d in part and rev’d in part on other grounds, 915 P.2d 1295 (Colo. 1996).
6 attorney,” unless the amount in controversy does not
exceed $15,000. Weston v. T & T, LLC, 271 P.3d 552,
556-57 (Colo. App. 2011) (quoting Keller Corp. v. Kelley,
187 P.3d 1133, 1136 (Colo. App. 2008)); § 13-1-127(2)(a),
C.R.S. 2025.
• The escrow agent’s early dismissal from the lawsuit did
not violate Clark’s due process rights. She had notice of
the claim against her and a full opportunity to litigate her
entitlement to the earnest money. See Synan v. Haya, 15
P.3d 1117, 1119 (Colo. App. 2000) (due process requires
that a party receive adequate notice of the proceeding
and an opportunity to be heard).
• The trial court considered Clark’s testimony that she
tried to borrow money from her family, but it properly
concluded that those efforts did not satisfy her obligation
under the March contract, which specifically precluded
private financing of the purchase price. As for the court’s
exclusion of a mortgage lender’s testimony, we cannot
review that claim without a transcript. See People v.
Shifrin, 2014 COA 14, ¶¶ 121-123 (an appellate court will
7 not review the trial court’s evidentiary rulings if the
appellant fails to provide a transcript).
• Finally, even assuming the cumulative error doctrine
applies to civil cases, but see Scott R. Larson, P.C. v.
Grinnan, 2017 COA 85, ¶ 79 (noting that the doctrine
“has not been extended to civil cases” (citation omitted)),
it does not apply here because we have concluded that
the trial court did not commit any errors, People v. Grant,
2021 COA 53, ¶ 76.
III. Appellate Attorney Fees and Costs
¶ 17 Holt requests appellate attorney fees and costs under C.A.R.
39.1 and the March contract’s fee-shifting provision.
¶ 18 The March contract provides that “in the event of any . . .
litigation relating to this Contract . . . the . . . court must award to
the prevailing party all reasonable costs and expenses, including
any attorney fees, legal fees and expenses.” Because Holt is the
prevailing party on appeal, he is entitled to reasonable appellate
attorney fees and costs. See Ahluwalia v. QFA Royalties, LLC, 226
P.3d 1093, 1102 (Colo. App. 2009) (when contract contains a fee-
8 shifting provision, prevailing party on appeal is entitled to appellate
attorney fees and costs).
¶ 19 However, the trial court is better situated than us to address
the amount of such an award. Therefore, we exercise our discretion
under C.A.R. 39.1 to remand the case for the trial court to
determine and award a reasonable amount of attorney fees and
costs incurred on appeal.
IV. Disposition
¶ 20 The judgment is affirmed, and the case is remanded to the
trial court for an award of reasonable appellate attorney fees and
costs to Holt.
JUDGE DUNN and JUDGE MOULTRIE concur.