Lodges at Bear Hollow Condominium Homeowners Ass'n v. Bear Hollow Restoration, LLC

2015 UT App 6, 344 P.3d 145, 777 Utah Adv. Rep. 7, 2015 Utah App. LEXIS 2, 2015 WL 47618
CourtCourt of Appeals of Utah
DecidedJanuary 2, 2015
DocketNos. 20130559-CA, 20130718-CA
StatusPublished
Cited by18 cases

This text of 2015 UT App 6 (Lodges at Bear Hollow Condominium Homeowners Ass'n v. Bear Hollow Restoration, LLC) is published on Counsel Stack Legal Research, covering Court of Appeals of Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lodges at Bear Hollow Condominium Homeowners Ass'n v. Bear Hollow Restoration, LLC, 2015 UT App 6, 344 P.3d 145, 777 Utah Adv. Rep. 7, 2015 Utah App. LEXIS 2, 2015 WL 47618 (Utah Ct. App. 2015).

Opinion

Opinion

VOROS, Judge:

1 1 The Lodges at Bear Hollow condominium complex sits just south of Kimball Junetion at the foot of the Olympic ski jump. Citing alleged construction defects, the homeowners association sued the developer, the general contractor, and others. After discovery, the district court denied the homeowners association's requested equitable relief and granted partial summary judgment in favor of the general contractor. We affirm both orders.

BACKGROUND

12 With three buildings and a total of ninety-seven stacked condominium units, The Lodges at Bear Hollow (the Lodges) com- . prises one phase of Bear Hollow Village. To create this master-planned community, Bear Hollow Restoration, LLC (Bear Hollow) was formed with twenty-six members contributing a total of $1,245 million. Bear Hollow then borrowed more than $25 million to construct the Lodges. Hamlet Homes Corporation owned a majority interest in Bear Hollow at all relevant times. To construct the Lodges, Bear Hollow hired Hamlet Homes to act as Bear Hollow's manager and to supervise construction and sale of the condominium units within the Bear Hollow Village.

T3 When construction on the Lodges began, Bear Hollow recorded the "Declaration of Condominium for the Lodges at Bear Hollow" (the Declaration). The Declaration created the Lodges' homeowners association (the Association). Under the terms of the Declaration, the Association was "responsible to maintain, repair, and replace all of the common areas and facilities within or serving the [Lodges]." For about two years, from when Bear Hollow formed the Association until 75% of the condominiums were sold, Bear Hollow controlled the Association pursuant to the Declaration. After condominium-unit sales reached 75%, Bear Hollow ceded control of the Association to the individual condominium owners.

4 In the spring of 2011, the Association notified Bear Hollow and Hamlet Homes that it had discovered "construction and design problems" in the Lodges' common areas. Later that year, the Association sued Bear Hollow, Hamlet Homes (collectively Defendants), and other parties not relevant to this appeal. In part, the Association brought contract claims against Bear Hollow and-under an alter-ego theory-against Hamlet Homes. Specifically, the Association claimed that Bear Hollow and its alter ego, Hamlet Homes, had breached the contractual duties they owed to the Association.

15 After discovery, the Association filed a motion to impose a constructive trust based on both Bear Hollow's and Hamlet Homes' construction-defect claims against the subcontractors. - However, the district court denied the motion.

T6 Later, Defendants moved for partial summary judgment. The district court [149]*149granted Defendants' motion in part. The district court allowed the Association to pursue its contract claims against Bear Hollow but dismissed the Association's contract claims against Hamlet Homes. The court ruled that the Association enjoys privity of contract with Bear Hollow only and that the Association had failed to show that Hamlet Homes is an alter ego of Bear Hollow.

T7 The district court later certified the denial of the Association's motion to establish a constructive trust and the grant of Defendants' motion for partial summary judgment as final and appealable under rule 54(b) of the Utah Rules of Civil Procedure. appeals followed. These1

ISSUES ON APPEAL

'I 8 First, the Association contends that the district court erred in ruling that Hamlet Homes is not Bear Hollow's alter ego.

19 Second, the Association contends that the district court abused its discretion in denying the Association's request for a constructive trust, a writ of replevin, and a writ of attachment.2

ANALYSIS

I. The District Court Properly Ruled That the Association Did Not Establish Its Alter-Ego Theory.

{10 The Association first contends that the district court erred in ruling that it could not pursue its contract claims against Hamlet Homes. The Association brought these contract claims against Bear Hollow and Hamlet Home3 The claims against Bear Hollow are well pleaded and will proceed toward trial. However, the district court ruled that because the Association lacks privity of contract with Hamlet Homes and because Hamlet Homes is not Bear Hollow's alter ego, the Association could not pursue its contract claims against Hamlet Homes.

{11 The Association acknowledges that it lacks privity of contract with Hamlet Homes. However, the Association contends that it can pursue its contract claims against Hamlet Homes as an alter ego of Bear Hollow. The Association argues that, at the very least, it provided sufficient evidence to create a genuine issue of material fact as to whether Hamlet Homes and Bear Hollow are alter egos.

112 A district court properly grants summary judgment where "there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law." Utah R. Civ. P. 56(c). "To survive a motion for summary judgment on an alter ego theory, the party alleging alter ego liability must present evidence creating a genuine issue of disputed material fact with respect to both elements of the Norman alter ego test." Jones & Trevor Mktg., Inc. v. Lowry, 2012 UT 39, ¶ 25, 284 P.3d 630.4 We review a district court's legal conclusions and ultimate grant or denial of summary judgment for correctness. Orvis v. Johnson, 2008 UT 2, ¶ 6, 177 P.3d 600.

118 "Ordinarily a corporation is regarded as a legal entity, separate and apart from its stockholders." Lowry, 2012 UT 39, ¶ 13, 284 P.3d 630 (citation and internal quo[150]*150tation marks omitted). "The purpose of such separation is to insulate the stockholders from the liabilities of the corporation, thus limiting their liability to only the amount that the stockholders voluntarily put at risk." Id. (citation and internal quotation marks omitted). The alter-ego doctrine is an exception to this general rule: "If a party can prove its alter ego theory, then that party may 'pierce the corporate veil' and obtain a judgment against the individual shareholders even when the original cause of action arose from a dispute with the corporate entity." Id. But courts "will only reluctantly and cautiously pierce the corporate veil." Salt Lake City Corp. v. James Constructors, Inc., 76l P.2d 42, 46 (Utah Ct.App.1988).

114 Utah courts have adopted a two-part test, known as the Norman test, "to determine when a party may pierce the corporate veil." Lowry, 2012 UT 39, ¶ 14, 284 P.3d 630; see also Norman v. Murray First Thrift & Loan Co., 596 P.2d 1028, 1030 (Utah 1979). The first part of the test, often called the "formalities requirement," requires the movant to show "such unity of interest and ownership that the separate personalities of the corporation and the individual no longer exist." Norman, 596 P.2d at 1030; see also Messick v. PHD Trucking Serv., Inc., 678 P.2d 791, 794 (Utah 1984). The second part of the test, often called the "fairness requirement," requires the movant to show that observance of the corporate form would sanetion a fraud, promote injustice, or condone an inequitable result. Norman, 596 P.2d at 1080.

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2015 UT App 6, 344 P.3d 145, 777 Utah Adv. Rep. 7, 2015 Utah App. LEXIS 2, 2015 WL 47618, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lodges-at-bear-hollow-condominium-homeowners-assn-v-bear-hollow-utahctapp-2015.