W. M. Barnes Co. v. Sohio Natural Resources Co.

627 P.2d 56, 1981 Utah LEXIS 712
CourtUtah Supreme Court
DecidedMarch 6, 1981
Docket16454
StatusPublished
Cited by20 cases

This text of 627 P.2d 56 (W. M. Barnes Co. v. Sohio Natural Resources Co.) 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
W. M. Barnes Co. v. Sohio Natural Resources Co., 627 P.2d 56, 1981 Utah LEXIS 712 (Utah 1981).

Opinions

STEWART, Justice:

Plaintiff, W. M. Barnes Company (“Barnes”), appeals from the summary judgment of the district court which quieted title to a 37½ percent interest in real property in defendant, Sohio Natural Resources Company (“Sohio”). Barnes asserts that the documents relied on by the court in granting summary judgment represented security for a loan and not a sale.

The property in question is part of an overall parcel consisting of some 5,000 acres located in Uintah County, Utah, and is known as the Asphalt Ridge Properties. The economic value of the property lies principally in the concentration of tar sands. On October 6, 1971, Barnes, as 37½ percent owner, Sohio, as 25 percent owner, and the owners of the remaining interest in the properties, entered into an operating agreement under the terms of which Sohio became the operator of the properties responsible for their development. The expenses and profits of the operation were to be borne by the parties to the agreement in proportion to their ownership interest.

Barnes at that time also sought a $500,-000 loan from Sohio for a wholly unrelated purpose. Sohio declined to make the loan but expressed a willingness to assist Barnes in obtaining a bank loan from Sohio’s bank.

On October 7, 1971, Barnes borrowed $500,000 from the National City Bank of Cleveland. On the same day Sohio and Barnes entered into a “Letter of Commitment” prepared by Sohio’s counsel. By the terms of the agreement Sohio agreed to pay Barnes at least $500,000 for its 37½ percent interest in the pertinent properties. The agreement gave Sohio the right to meet any bona fide offer of purchase by a third party made prior to December 31, 1972, and provided a thirty-day period in which to exercise this preferential right. Also on October 7, 1971, the parties and the bank entered into an escrow agreement which included a conveyance and assignment, absolute on its face, by which Barnes purportedly conveyed, assigned, and transferred to Sohio all of its right, title, and interest in the pertinent properties. The bank held the document in escrow and used the Letter of Commitment and the conveyance and assignment as security for the $500,000 loan to Barnes. It appears, however, that the [58]*58deed was not intended to be an irrevocable conveyance because it would have had no effect if a third party had bought the property and Sohio had declined to exercise its first right of refusal.1

On December 29, 1972, the final day for retirement of the note, Barnes notified So-hio of the existence of a prospective buyer willing to pay substantially more than $500,000 for the property. Sohio chose not to exercise its right of first refusal. Barnes did not, however, consummate the sale to the third party.

Barnes failed to repay the bank loan at maturity. Sohio, however, paid the bank the principal amount of the loan, together with accumulated interest. In return the Bank assigned its interest under the Escrow Agreement to Sohio. Since then Sohio has continued to hold the conveyance and assignment in its possession. Nothing further occurred between the parties until 1977 when Sohio sought formal acknowledgment of the assignment and conveyance in order to qualify for recordation pursuant to § 57-3-1, Utah Code Ann. (1953) as amended. Barnes refused.

The dispute revolves around the nature of the above-described transactions. Barnes contends that the deed, even though absolute on its face, was intended as a mortgage and entered into to satisfy the security requirement of Sohio and the bank which provided what was eoncededly a loan. Barnes claims that he always intended to pay to Sohio the amount Sohio paid to the Bank upon assignment of the note, which was found in Sohio’s possession and which had not been cancelled. Sohio, on the other hand, relying on the absolute nature of the conveyance, claims full ownership in the property.

Barnes initiated the present quiet title action. Based upon the deposition of W. M. Barnes, and the exhibits thereto, Sohio moved for summary judgment. The trial court ruled that title should be quieted in Sohio on the ground that the documents pertaining to the transaction constituted, as a matter of law, a sale to Sohio of Barnes’ 37½ percent interest. Nevertheless, the court stayed the entry of judgment to afford Barnes the opportunity to present oral argument and to document further its position (consistent with the provisions of Rule 56(c), U.R.C.P.). Barnes did not supplement the record further. On April 2, 1979, the summary judgment that is the subject of this appeal was entered.

Barnes’ sole contention on appeal is that summary judgment was inappropriate because a genuine issue of material fact exists which should be tried — namely, whether the parties intended the transaction as a loan or as a sale.

Barnes concedes that the instrument of conveyance to Sohio is absolute in its terms, but nevertheless contends that the intent of the parties was to provide for a pledge of the property as security for a loan, and not to sell it. Barnes further contends that the letter and escrow agreements contain ambiguities that can only be resolved by the introduction of parol evidence. On the other hand, Sohio contends that the only reasonable interpretation to be placed upon the written documents is that they comprise a sale and not a mortgage.

Motions for summary judgment serve the salutary purpose of eliminating the time and expense of a trial when a party is entitled to relief on the law as applied to undisputed facts. Brandt v. Springville [59]*59Banking Co., 10 Utah 2d 350, 353 P.2d 460 (1960). Because the remedy is preemptory, a court in considering a motion for summary judgment must view the facts and the inferences from those facts in the light most favorable to the party moved against. Rich v. McGovern, Utah, 551 P.2d 1266 (1976); Controlled Receivables, Inc. v. Harman, 17 Utah 2d 420, 413 P.2d 807 (1966); Strand v. Mayne, 14 Utah 2d 355, 384 P.2d 396 (1963); Welchman v. Wood, 9 Utah 2d 25, 337 P.2d 410 (1959). In all events, “[i]t is not the purpose of the summary judgment procedure to judge the credibility of the averments of parties, or witnesses, or the weight of evidence,” and “it only takes one sworn statement under oath to dispute the averments on the other side of the controversy and create an issue of fact.” Holbrook Co. v. Adams, Utah, 542 P.2d 191, 193 (Utah 1975). Plaintiff has met that requirement in this case.

It has long been recognized that a deed absolute in form may be construed as a mortgage if it is intended as security under a parol agreement rather than an outright conveyance. Kjar v. Brimley, 27 Utah 2d 411, 497 P.2d 23 (1972); Corey v. Roberts, 82 Utah 445, 25 P.2d 940 (1933). See also Gibbons v. Gibbons, 103 Utah 266, 135 P.2d 105 (1943);

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W. M. Barnes Co. v. Sohio Natural Resources Co.
627 P.2d 56 (Utah Supreme Court, 1981)

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Bluebook (online)
627 P.2d 56, 1981 Utah LEXIS 712, Counsel Stack Legal Research, https://law.counselstack.com/opinion/w-m-barnes-co-v-sohio-natural-resources-co-utah-1981.