Park v. Stanford

2011 UT 41, 258 P.3d 566, 687 Utah Adv. Rep. 50, 2011 Utah LEXIS 95, 2011 WL 2976918
CourtUtah Supreme Court
DecidedJuly 22, 2011
Docket20091082
StatusPublished
Cited by7 cases

This text of 2011 UT 41 (Park v. Stanford) 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
Park v. Stanford, 2011 UT 41, 258 P.3d 566, 687 Utah Adv. Rep. 50, 2011 Utah LEXIS 95, 2011 WL 2976918 (Utah 2011).

Opinions

Chief Justice DURHAM,

opinion of the Court:

INTRODUCTION

11 This appeal concerns the application of payments made in connection with a real estate transaction between Dr. Gary B. Stanford and Kang and Marsha Park. The court of appeals held that payments submitted to the Parks could not be credited toward a personal guaranty Dr. Stanford had made on a note payable to the Parks. Noting that this appeal presents an issue of first impression, we disagree with the court of appeals' analysis and adopt a "reasonable basis test" governing the application of payments toward a personal guaranty. Further, we hold that genuine issues of material fact preclude summary judgment under the rule articulated in this opinion and that the record requires further development. We therefore reverse and remand for further proceedings.

BACKGROUND

T2 In April 1994, Dr. Stanford and Richard Bucekway entered into a real estate purchase contract to buy commercial property in Ogden, Utah, from the Parks. Dr. Stanford and Mr. Buckway were members of Snow-mass, LC. (Snowmass), a limited liability company. In October 1994, the parties agreed to substitute Snowmass as purchaser of the property in lieu of Dr. Stanford and Mr. Buckway.

T8 As managing members of Snowmass, Dr. Stanford and Mr. Buckway executed a trust deed note (the Note), under which Snowmass was the borrower and the Parks were the lenders. Dr. Stanford and Mr. Buckway also executed the Note in their individual capacities as guarantors. Dr. Stanford's personal guaranty on the Note [568]*568limited his liability to $500,000, excluding interest and costs.

{4 In 1997, Dr. Stanford executed an amendment to the Note, signing individually and as "managing partner" of Snowmass. The amendment provided that notice of default on the Note "may be given" to Dr. Stanford and listed his mailing address. The following year, Mr. Buckway and Dr. Stanford terminated their business relationship, and thereafter Dr. Stanford was the sole member of Snowmass for many years.

{5 After Snowmass continually failed to make payments on the Note, the Parks sued Dr. Stanford in 2002 to recover on his personal guaranty. The Parks later moved for summary judgment, asserting that none of the payments they had received on the Note were required to be applied to Dr. Stanford's personal guaranty. In opposition to the Parks' motion, Dr. Stanford contended that he made payments to the Parks in excess of $750,000 and that he had intended for these payments to be made in his capacity as guarantor. According to Dr. Stanford, had he known the Parks were not crediting these payments toward his personal guaranty, he would not have submitted them.

T6 Dr. Stanford proffered various documents to demonstrate to the district court that the past payments completely extinguished his liability on his personal guaranty or, alternatively, that genuine issues of material fact precluded summary judgment. Among these documents were more than twenty notices from the Parks addressed to Dr. Stanford personally that requested immediate payment for amounts past due on monthly payments and that notified Dr. Stanford of late-payment penalties.1 None of the letters was addressed to Snowmass or referenced Dr. Stanford's guaranty.

17 Dr. Stanford also pointed to the payments themselves as evidencing his intention to pay in his guarantor capacity and as precluding summary judgment. Dr. Stanford's affidavit testimony stated that he occasionally transferred money from his own funds to Snowmass's bank account to make payments to the Parks. He also proffered cashier's checks payable to the Parks. These checks named different remitters, including "Gary Stanford," "Snowmass Highlands/Dr. Stanford," "Snowmass," and "Snowmass Highlands Corp." One check indicated "Snow-mass" as the remitter but was delivered to the Parks in a preprinted envelope listing "Gary B. Stanford, M.D., FACS." as the sender. Additionally, Dr. Stanford occasionally sent the Parks personal checks, six of which Dr. Stanford attached to his opposition to the Parks' summary judgment motion. Some of these checks contained a notation referencing the property's address or the Note. But none of the checks, either cashier's or personal, referenced Dr. Stanford's guaranty.

18 The district court granted summary judgment to the Parks, determining, "as a matter of law, that none of the payments made to date by Gary Stanford or Snowmass can be applied so as to reduce the $500,000.00 personal guaranty from Stanford to the [Parks].2 The district court further determined that the amount due on the Note exceeded $500,000. The court entered judgment against Dr. Stanford for $1,009,872.35, which reflected the $500,000 in guarantied principal, plus interest, fees, and costs. Dr. Stanford appealed.

T9 In reviewing the district court's grant of summary judgment, the court of appeals noted that "[wlhether [Dr.] Stanford is entitled to credit for ... payments against his personal guaranty, based on his unexpressed belief that these payments would be so ered-ited, presents an issue of first impression in Utah." Park v. Stanford, 2009 UT App 307, ¶ 12, 221 P.3d 877. The court concluded that a guarantor may not unilaterally control the way in which a ereditor applies the guarantor's payments unless there is evidence of "a differing contractual provision or an agreement [for the creditor] to accept payment [569]*569from a guarantor upon the express condition that it be applied toward the guaranty amount." Id. 118. Because no evidence indicated the Parks had actual knowledge that Dr. Stanford intended for the past payments to apply to his guaranty: and because no agreement or contractual provision expressly required the Parks. to make such an application, the court of appeals affirmed the district court's grant of summary judgment. We granted certiorari review and have jurisdiction under Utah Code section 78A-8-102(5) (Supp.2010).

STANDARD OF REVIEW

$10 "On certiorari, we review the decision of the court of appeals for correctness, giving no deference to its conclusions of law." State v. White, 2011 UT 21, ¶ 14, 251 P.3d 820.

ANALYSIS

{11 We granted certiorari to determine two issues. First, we must determine whether the court of appeals erred in holding that the Parks were not required to credit payments toward Dr. Stanford's guaranty obligation. Addressing this issue for the first time, we hold that the court of appeals applied the wrong test in its holding that payments may be credited toward a personal guaranty only when permitted by a prior agreement or contractual provision. Instead, we adopt a rule in which payments are credited toward a personal guaranty when the recipient of the payments has a reasonable basis to know the payments were submitted in satisfaction of the guaranty.

112 Second, we granted certiorari to determine whether the court of appeals erred in holding that there were no disputed issues of fact as to whether Dr. Stanford and the Parks had an agreement governing how payments were to be credited. Because we hold that an agreement or contractual provision is not a necessary condition to the application of payments toward a guaranty, we alter this inquiry and determine instead whether any genuine issues of material fact precluded summary judgment on the issue of whether the Parks had a reasonable basis to know that payments were submitted in satisfaction of Dr. Stanford's guaranty.

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Cite This Page — Counsel Stack

Bluebook (online)
2011 UT 41, 258 P.3d 566, 687 Utah Adv. Rep. 50, 2011 Utah LEXIS 95, 2011 WL 2976918, Counsel Stack Legal Research, https://law.counselstack.com/opinion/park-v-stanford-utah-2011.