Matthews v. Olympus Construction, L.C.

2009 UT 29, 215 P.3d 129, 630 Utah Adv. Rep. 22, 2009 Utah LEXIS 100
CourtUtah Supreme Court
DecidedMay 19, 2009
DocketNo. 20070956
StatusPublished
Cited by8 cases

This text of 2009 UT 29 (Matthews v. Olympus Construction, L.C.) is published on Counsel Stack Legal Research, covering Utah Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Matthews v. Olympus Construction, L.C., 2009 UT 29, 215 P.3d 129, 630 Utah Adv. Rep. 22, 2009 Utah LEXIS 100 (Utah 2009).

Opinion

WILKINS, Justice:

INTRODUCTION

T1 We granted certiorari on two questions: (1) whether the court of appeals correctly construed and applied relevant provisions of the Utah Revised Limited Liability Company Act in holding that the district court could extend the period for rejecting Petitioner's claim; and (2) whether the court of appeals erred in affirming the district court's award of attorney fees and in imposing additional fees for the appeal. We hold that the district court could extend the period for rejecting Petitioner's claim, but that attorney fees were not properly imposed because Petitioner's claim was not without merit. Accordingly, we affirm in part and reverse in part.

BACKGROUND

T 2 In 1998 Olympus Construction retained Petitioner David C. Matthews, on behalf of Re/Max Brokers, LC., to assist in the purchase of a piece of property in Summit County, Utah. Olympus paid Matthews a $200 commission when purchase closed that December. Matthews asserts that at that time an agent of Olympus promised an additional $100,000 commission upon the future sale of the property, although the promise was not recorded in writing. The property was sold in 2003 as part of dissolution proceedings for [131]*131Olympus, but no additional commission was paid to Matthews or Re/Max. The intervening history is relevant.

13 In 1999 Matthews and his wife Jane, also a real estate agent, terminated their business relationship with Re/Max and with their supervising principal broker, Fred B. Law. Matthews and his wife formed their own real estate company with Jane as licensed principal broker. Matthews asserts that at that time Mr. Law orally assigned his right to collect the $100,000 commission from Olympus to Jane, who then orally assigned her right to Matthews.

T 4 In 2002 Olympus filed for judicial disso-Tution in the Third District Court, which the court granted. The court redesignated the assigned custodian as a receiver, who later resigned and was replaced with a successor receiver. The court ordered the successor receiver to "wind up the business and affairs of Olympus as provided in Part 13 of the Utah Limited Liability Company Act." In December 2008 the receiver filed to establish a claim bar date and claim-filing procedures, including procedures for providing notice to potential claimants. The court approved the claim filing procedures and set June 30, 2004 as the claim bar date. At this time, the court had not yet approved procedures for resolution of claims.

5 Matthews filed a notice of claim for the $100,000 real estate commission, in his own name, on June 30, 2004. On October 6, 2004, more than ninety days after Matthews filed his claim, the receiver requested withdrawal of the claim. In November 2004 the receiver filed to establish claim resolution procedures, including an extended claim rejection date. Matthews opposed this motion and requested payment of his claim because the receiver failed to reject his claim within ninety days of receiving it, as provided by Utah Code seetion 48-2e-13805(4). The district court denied Matthews' motion and in March 2005 set a new deadline for claim rejections. The receiver then formally rejected Matthews' claim. In the subsequent claim adjudication proceedings, the district court granted the receiver's summary judgment motion, finding that Matthews' claim was barred by the statute of frauds and Utah broker licensing statutes. The district court also awarded attorney fees to Olympus based on the finding that Matthews' claim was without merit and had been pursued in bad faith.

T6 Matthews appealed. The court of appeals affirmed the district court's actions and awarded attorney fees to Olympus on appeal. We then granted certiorari.

STANDARD OF REVIEW

T7 "We review the court of appeals' interpretation of the relevant statute[s] for correctness, according no deference to its conclusions." Regal Ins. Co. v. Canal Ins. Co., 2004 UT 19, ¶ 5, 93 P.3d 99.

T8 With regard to the award of attorney fees, whether a claim is "without merit" is a question of law we review for correctness.1 In re Sonnenreich, 2004 UT 3, ¶ 45, 86 P.3d 712.

ANALYSIS

I. THE DISTRICT COURT HAD AUTHORITY TO EXTEND THE DEADLINE FOR REJECTION OF CLAIMS AGAINST OLYMPUS

T9 We first address the issue of whether, under the Utah Revised Limited Liability Company Act,2 the district court had authority to extend the period for the receiver to reject Matthews' claim.

1110 To interpret a statute, we always look first to the statute's plain language in an effort to give effect to the legislature's intent, to the degree it can be so discerned. Seq, e.g., In re Kunz, 2004 UT 71, ¶ 8, 99 P.3d 793 [132]*132("Pursuant to general principles of statutory interpretation, 'we ... look first to the ... plain language," recognizing that 'our primary goal is to give effect to the legislature's intent in light of the purpose the statute was meant to achieve." " (quoting Evans v. State, 963 P.2d 177, 184 (Utah 1998) (alteration in original)); State v. Hunt, 906 P.2d 811, 312 (Utah 1995) ("The best evidence of the true intent and purpose of the Legislature in enacting the Act is the plain language of the Act." (quotation marks omitted)).

T 11 Part 12 of the Act governs dissolution of a limited liability company, and part 18 governs the winding up of a dissolved company. In order to determine the breadth of the district court's authority in the dissolution process, we consider both.

A. Part 13 Winding-Up Procedures Are Not Dispositive

12 Matthews argues that Utah Code seetion 1805 is dispositive. We disagree. Part 13 governs the winding up of a dissolved limited liability company. Utah Code Ann. §§ 48-2c-1801 to -1809 (2007). Under subsection 1804, a dissolved company is required, if able, to "pay or make reasonable provision to pay all claims and obligations," including those that are "contingent, conditional, or unmatured" and known to the company, and all those that are "known to the company but for which the identity of the claimant is unknown." $ 48-2c-1304(1). The Act then provides procedures for disposing of those claims, either by notification, in section 1305, or by publication, in section 1306. Both sections address giving notice to potential claimants and the subsequent deadlines for bringing and addressing claims.

113 Section 1805 provides procedures for the company to dispose of known claims by providing notification of dissolution to potential claimants. § 48-2c-1805(2). It allows the company to set a date by which claims must be received or they are barred ("claim bar date"). § 48-2e-1805(8)(a). A claim is also barred if, after the company provides written notice of rejection within ninety days of receiving the claim, the claimant does not com-menece an enforcement proceeding within another ninety days. § 48-2e-1805(8)(b). Thus, a company may be protected by placing limits on the filing of claims.

{14 On the other hand, the statute also protects claimants. In addition to mandating that notice be given, "[ecllaims which are not rejected by the dissolved company in writing within 90 days after receipt of the claim by the dissolved company shall be considered approved." § 48-2e-1805(4).

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Bluebook (online)
2009 UT 29, 215 P.3d 129, 630 Utah Adv. Rep. 22, 2009 Utah LEXIS 100, Counsel Stack Legal Research, https://law.counselstack.com/opinion/matthews-v-olympus-construction-lc-utah-2009.