24CA1741 Meadow Shopping v Ganoe 10-30-2025
COLORADO COURT OF APPEALS
Court of Appeals No. 24CA1741 Douglas County District Court Nos. 23CV30602 & 23CV30998 Honorable Andrew C. Baum, Judge Honorable Robert Lung, Judge
Meadow Shopping Center 05 A LLC,
Plaintiff-Appellee,
v.
Craig Justin Ganoe,
Defendant-Appellant.
JUDGMENT AND ORDER AFFIRMED, AND CASE REMANDED WITH DIRECTIONS
Division V Opinion by JUDGE PAWAR Freyre and Yun, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced October 30, 2025
Fennemore Craig, P.C., David A. Laird, Paul W. Jordan, Allison M. Hester, Denver, Colorado, for Plaintiff-Appellee
Springer and Steinberg, P.C., Jeffrey A. Springer, Joel A. Richardson, Denver, Colorado, for Defendant-Appellant ¶1 Defendant, Craig Justin Ganoe, appeals the judgment and
attorney fees award entered in favor of his landlord, Meadow
Shopping Center 05 A LLC (landlord). We affirm.
I. Background
¶2 Ganoe owned a business that leased commercial property from
landlord. He personally guaranteed the lease. During the lease
term, Ganoe sold most of his interest in the business, but the sale
did not alter his status as personal guarantor.
¶3 When the lease expired in June 2023, the business continued
to occupy the property without renewing the lease. In August 2023,
landlord filed an action for unlawful detainer and damages against
the business and Ganoe (collectively, defendants).1 Neither
defendant answered the complaint. Instead, several days after the
complaint was filed, the parties entered into a stipulation of
settlement.
¶4 The stipulation of settlement was a conditional agreement.
Among other terms, it provided that if defendants made specified
installment payments on designated dates and the parties executed
1 The business was a defendant in the trial court but is not a party
to this appeal.
1 a new lease, the lawsuit would be dismissed, and landlord would
waive holdover rent for the first two months of the holdover (July
and August 2023). The agreement further provided that if
defendants failed to comply with the terms of the agreement,
landlord would file a confession of judgment that defendants had
executed.
¶5 In September 2023, with no new lease executed, landlord filed
the confession of judgment with the trial court.
¶6 The business continued to occupy the property without a lease
or landlord’s consent. Ultimately, in February 2024, the business
vacated the property.
¶7 After the business vacated the property, landlord’s unlawful
detainer and damages action was still pending, and defendants still
had not answered the complaint.2 The trial court therefore deemed
the allegations in the complaint admitted and determined that the
only issue for it to decide was damages.
2 At the trial court’s direction, landlord filed a second unlawful
detainer and damages action that subsumed the first. The court resolved both actions together, so there is no need to distinguish between the two here.
2 ¶8 The court then held a damages hearing. It determined that,
after the lease expired, the business was a holdover tenant because
it continued to occupy the property, and landlord accepted some
rent payments. Applying the law applicable to holdover tenancies,
the court held that the terms of the expired lease governed the
damages analysis and awarded damages accordingly. The court
also granted landlord’s request for attorney fees and costs.
¶9 Ganoe appeals, challenging the court’s damages and attorney
fees awards. We disagree with his arguments and affirm the
judgment and award.
II. Confession of Judgment
¶ 10 Ganoe’s first argument centers on the confession of judgment.
He describes the court’s alleged error in several different ways. He
argues the court erred by “upholding” the confession of judgment,
“allowing the [confession of judgment] to remain in effect,” and
“declin[ing] to vacate the [confession of judgment].” As we
understand it, Ganoe argues that the court erred by awarding
damages under or based on the confession of judgment. We reject
this argument because it appears to us that the trial court did no
such thing.
3 ¶ 11 The confession of judgment provided that Ganoe owed certain
damages to landlord. And it is true that landlord filed the
confession of judgment in the trial court. But the trial court did not
enter judgment based on the confession. The record is clear that
the trial court awarded damages based on the terms of the expired
lease because the business was a holdover tenant. See First
Interstate Bank v. Tanktech, Inc., 864 P.2d 116, 120 (Colo. 1993)
(describing the holdover tenancy doctrine). Accordingly, the
confession of judgment had no bearing on the damages award. We
therefore reject Ganoe’s argument that the trial court erred by
relying in some way on the confession.
III. Stipulation of Settlement
¶ 12 Ganoe argues next that the trial court erred by failing to
enforce the stipulation of settlement’s terms requiring (1) dismissal
of the lawsuit and (2) waiver of holdover rent for July and August
2023. We conclude that neither argument warrants relief.
¶ 13 As to the first argument, the record shows that Ganoe never
asked the trial court to enforce the agreement’s provision requiring
dismissal of the lawsuit. Because he failed to seek this remedy in
the trial court before seeking it here, we conclude this argument is
4 unpreserved, and we will not review it. See Ortiz v. Progressive
Direct Ins. Co., 2024 COA 54, ¶ 40 (cert. granted in part on other
grounds May 16, 2024).
¶ 14 Ganoe preserved the second argument by including it in his
written closing argument at the damages hearing. We therefore
address it, reviewing the trial court’s interpretation of the
stipulation of settlement de novo. See Ringquist v. Wall Custom
Homes, LLC, 176 P.3d 846, 849 (Colo. App. 2007).
¶ 15 The stipulation of settlement conditioned the holdover rent
waiver on the parties executing a new lease. Ganoe concedes that
the parties never executed a new lease, which would seemingly
preclude his entitlement to the holdover rent waiver. But Ganoe
argues otherwise. He contends that the requirement to execute a
new lease was an unenforceable term that could be severed from
the rest of the agreement, leaving the remaining terms enforceable.
We disagree. If the requirement to execute a new lease was
unenforceable, it was not severable from the remainder of the
conditional terms, including the holdover rent waiver.
¶ 16 To determine whether a contract term is severable, we ask
“whether the parties assented to all the promises as a single whole,
5 so that there would have been no bargain whatever, if any promise
or set of promises were struck out.” CaptialValue Advisors, LLC v.
K2D, Inc., 2013 COA 125, ¶ 24 (quoting John v. United Advert., Inc.,
439 P.2d 53, 56 (Colo. 1968)). Here, the parties agreed to the new
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24CA1741 Meadow Shopping v Ganoe 10-30-2025
COLORADO COURT OF APPEALS
Court of Appeals No. 24CA1741 Douglas County District Court Nos. 23CV30602 & 23CV30998 Honorable Andrew C. Baum, Judge Honorable Robert Lung, Judge
Meadow Shopping Center 05 A LLC,
Plaintiff-Appellee,
v.
Craig Justin Ganoe,
Defendant-Appellant.
JUDGMENT AND ORDER AFFIRMED, AND CASE REMANDED WITH DIRECTIONS
Division V Opinion by JUDGE PAWAR Freyre and Yun, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced October 30, 2025
Fennemore Craig, P.C., David A. Laird, Paul W. Jordan, Allison M. Hester, Denver, Colorado, for Plaintiff-Appellee
Springer and Steinberg, P.C., Jeffrey A. Springer, Joel A. Richardson, Denver, Colorado, for Defendant-Appellant ¶1 Defendant, Craig Justin Ganoe, appeals the judgment and
attorney fees award entered in favor of his landlord, Meadow
Shopping Center 05 A LLC (landlord). We affirm.
I. Background
¶2 Ganoe owned a business that leased commercial property from
landlord. He personally guaranteed the lease. During the lease
term, Ganoe sold most of his interest in the business, but the sale
did not alter his status as personal guarantor.
¶3 When the lease expired in June 2023, the business continued
to occupy the property without renewing the lease. In August 2023,
landlord filed an action for unlawful detainer and damages against
the business and Ganoe (collectively, defendants).1 Neither
defendant answered the complaint. Instead, several days after the
complaint was filed, the parties entered into a stipulation of
settlement.
¶4 The stipulation of settlement was a conditional agreement.
Among other terms, it provided that if defendants made specified
installment payments on designated dates and the parties executed
1 The business was a defendant in the trial court but is not a party
to this appeal.
1 a new lease, the lawsuit would be dismissed, and landlord would
waive holdover rent for the first two months of the holdover (July
and August 2023). The agreement further provided that if
defendants failed to comply with the terms of the agreement,
landlord would file a confession of judgment that defendants had
executed.
¶5 In September 2023, with no new lease executed, landlord filed
the confession of judgment with the trial court.
¶6 The business continued to occupy the property without a lease
or landlord’s consent. Ultimately, in February 2024, the business
vacated the property.
¶7 After the business vacated the property, landlord’s unlawful
detainer and damages action was still pending, and defendants still
had not answered the complaint.2 The trial court therefore deemed
the allegations in the complaint admitted and determined that the
only issue for it to decide was damages.
2 At the trial court’s direction, landlord filed a second unlawful
detainer and damages action that subsumed the first. The court resolved both actions together, so there is no need to distinguish between the two here.
2 ¶8 The court then held a damages hearing. It determined that,
after the lease expired, the business was a holdover tenant because
it continued to occupy the property, and landlord accepted some
rent payments. Applying the law applicable to holdover tenancies,
the court held that the terms of the expired lease governed the
damages analysis and awarded damages accordingly. The court
also granted landlord’s request for attorney fees and costs.
¶9 Ganoe appeals, challenging the court’s damages and attorney
fees awards. We disagree with his arguments and affirm the
judgment and award.
II. Confession of Judgment
¶ 10 Ganoe’s first argument centers on the confession of judgment.
He describes the court’s alleged error in several different ways. He
argues the court erred by “upholding” the confession of judgment,
“allowing the [confession of judgment] to remain in effect,” and
“declin[ing] to vacate the [confession of judgment].” As we
understand it, Ganoe argues that the court erred by awarding
damages under or based on the confession of judgment. We reject
this argument because it appears to us that the trial court did no
such thing.
3 ¶ 11 The confession of judgment provided that Ganoe owed certain
damages to landlord. And it is true that landlord filed the
confession of judgment in the trial court. But the trial court did not
enter judgment based on the confession. The record is clear that
the trial court awarded damages based on the terms of the expired
lease because the business was a holdover tenant. See First
Interstate Bank v. Tanktech, Inc., 864 P.2d 116, 120 (Colo. 1993)
(describing the holdover tenancy doctrine). Accordingly, the
confession of judgment had no bearing on the damages award. We
therefore reject Ganoe’s argument that the trial court erred by
relying in some way on the confession.
III. Stipulation of Settlement
¶ 12 Ganoe argues next that the trial court erred by failing to
enforce the stipulation of settlement’s terms requiring (1) dismissal
of the lawsuit and (2) waiver of holdover rent for July and August
2023. We conclude that neither argument warrants relief.
¶ 13 As to the first argument, the record shows that Ganoe never
asked the trial court to enforce the agreement’s provision requiring
dismissal of the lawsuit. Because he failed to seek this remedy in
the trial court before seeking it here, we conclude this argument is
4 unpreserved, and we will not review it. See Ortiz v. Progressive
Direct Ins. Co., 2024 COA 54, ¶ 40 (cert. granted in part on other
grounds May 16, 2024).
¶ 14 Ganoe preserved the second argument by including it in his
written closing argument at the damages hearing. We therefore
address it, reviewing the trial court’s interpretation of the
stipulation of settlement de novo. See Ringquist v. Wall Custom
Homes, LLC, 176 P.3d 846, 849 (Colo. App. 2007).
¶ 15 The stipulation of settlement conditioned the holdover rent
waiver on the parties executing a new lease. Ganoe concedes that
the parties never executed a new lease, which would seemingly
preclude his entitlement to the holdover rent waiver. But Ganoe
argues otherwise. He contends that the requirement to execute a
new lease was an unenforceable term that could be severed from
the rest of the agreement, leaving the remaining terms enforceable.
We disagree. If the requirement to execute a new lease was
unenforceable, it was not severable from the remainder of the
conditional terms, including the holdover rent waiver.
¶ 16 To determine whether a contract term is severable, we ask
“whether the parties assented to all the promises as a single whole,
5 so that there would have been no bargain whatever, if any promise
or set of promises were struck out.” CaptialValue Advisors, LLC v.
K2D, Inc., 2013 COA 125, ¶ 24 (quoting John v. United Advert., Inc.,
439 P.2d 53, 56 (Colo. 1968)). Here, the parties agreed to the new
lease and holdover rent waiver terms as part of a single whole
agreement. We know this because the parties expressly conditioned
the holdover rent waiver on the execution of a new lease. Thus, if
the new lease term was unenforceable as Ganoe argues, so too was
the holdover rent waiver, along with all the other terms conditioned
on the new lease term.3
IV. Attorney Fees
¶ 17 Ganoe also challenges the trial court’s attorney fees award.
We conclude that all his attorney fees arguments are unreviewable
because they are conclusory and lack substantial supporting
argument. See Taylor v. Taylor, 2016 COA 100, ¶ 13.
3 To the extent that Ganoe presented nonconclusory arguments in
section III of his opening brief, this conclusion is dispositive of them. As far as we can tell, Ganoe’s section III arguments urge us to enforce provisions of the stipulation of settlement that were conditioned on the parties executing a new lease.
6 ¶ 18 Ganoe first says that if it were not for the trial court’s alleged
errors, he would have been the prevailing party and been entitled to
attorney fees on that ground. Regardless, he was not the prevailing
party.
¶ 19 Ganoe next claims that the trial court “erred by failing to
analyze the claimed fees for reasonableness.” But he does not
identify what portion of the fees awarded were unreasonable, if any.
¶ 20 Finally, Ganoe argues that the court erred “by awarding over
$20,000 in additional claimed fees without allowing Defendants the
allotted time to respond and object.” Ganoe does not identify the
authority that sets out the allotted time, nor does he explain how
the time he was given violated that unidentified authority.
¶ 21 We therefore reject all of Ganoe’s challenges to the trial court’s
attorney fees award.
V. Appellate Attorney Fees and Costs
¶ 22 Landlord requests its reasonable attorney fees and costs
incurred in defending this appeal under the prevailing party
provision of the expired lease. We grant that request.
7 VI. Disposition
¶ 23 The judgment and attorney fee award are affirmed. The case
is remanded to the trial court with directions to award landlord its
reasonable appellate attorney fees and costs.
JUDGE FREYRE and JUDGE YUN concur.