Watkins v. Ford

2013 UT 31, 304 P.3d 841, 735 Utah Adv. Rep. 6, 2013 WL 2367951, 2013 Utah LEXIS 84
CourtUtah Supreme Court
DecidedMay 31, 2013
Docket20100802
StatusPublished
Cited by26 cases

This text of 2013 UT 31 (Watkins v. Ford) 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
Watkins v. Ford, 2013 UT 31, 304 P.3d 841, 735 Utah Adv. Rep. 6, 2013 WL 2367951, 2013 Utah LEXIS 84 (Utah 2013).

Opinion

Justice PARRISH,

opinion of the Court:

INTRODUCTION

T1 On certiorari, we are asked to decide whether Henry Day Ford (Henry Day) and Tom Watkins abandoned Motor Vehicle Sales Contracts (Vehicle Contracts or Contracts) for the sale of two Ford GT4Os; whether the Contracts contained a latent ambiguity regarding the identity of the vehicles to be sold; and, in the event that Henry Day breached the Contracts, whether Mr. Watkins adequately mitigated his damages. The district court granted summary judgment in favor of Henry Day, concluding that the Contracts were not even applicable because they referred to different vehicles than the ones in dispute and, alternatively, that both parties abandoned the Contracts when they acted inconsistently with their continued existence. It also held that Mr. Watkins had failed to mitigate his damages.

T2 The court of appeals reversed. While it held that there was a latent ambiguity in the Contracts regarding the identity of the vehicles to be sold, it concluded that the ambiguity was of no moment because both parties intended that the Contracts cover the vehicle that is now known as the Ford GT. It reversed the district court on the abandonment issue, holding as a matter of law that Mr. Watkins did not intend to abandon the Vehicle Contracts. Finally, because the court of appeals determined that the district court had made insufficient factual findings to support the conclusion that Mr. Watkins had failed to mitigate his damages, it remanded the case for a hearing on damages. We accepted Henry Day's Petition for Writ of Certiorari.

1 3 We first hold that although the Vehicle Contracts contain a latent ambiguity, the latent ambiguity does not excuse either party's performance under the Contracts because the parties' intent aligned with respect to the vehicles to be bought and sold. We next hold that Henry Day abandoned the Vehicle Contracts by refunding Mr. Watkins's deposit and by conveying its belief that the dealership would not get an allotment of the vehicles. However, because Henry Day's representations regarding the possibility of receiving the vehicles were ambiguous, the issue of whether Mr. Watkins abandoned his rights under the Vehicle Contracts requires a remand for additional factual findings. If the district court concludes that Mr. Watkins did not abandon the Contracts, it must then consider whether Mr. Watkins adequately mitigated his damages.

T4 We accordingly affirm the court of appeals' determination that the latent ambiguity in the Vehicle Contracts did not absolve the parties of their respective obligations and remand for a determination as to whether Mr. Watkins abandoned his rights under the Contracts and, if necessary, for a determination as to whether Mr. Watkins mitigated his damages.

BACKGROUND

T5 Ford Motor Company (Ford) introduced the GT4O concept car at the 2002 North American Auto Show. Watkins v. Henry Day Ford, 2010 UT App 243, ¶ 2, 239 P.3d 526. Because the car received a positive public reception at the auto show, Ford announced it would produce a limited number of street-legal GT4Os. Id. The limited number of G¢T4Os were to be allocated to Ford dealers through a lottery or by receipt of either the Ford President's Award or Ford National Car and Truck Share Award (Share of the Nation Award) (collectively, Allocation Awards).

T6 Mr. Watkins, the owner of a Volkswagen dealership, learned of Ford's production plans for the GT4O and decided that he wanted to preorder two GT4Os before Ford completed production of the vehicles and delivered them to dealerships. Mr. Watkins contacted numerous Ford dealerships in *844 Utah, including Henry Day, to inquire whether he could preorder GT4Os.

{7 On March 4, 2002, Mr. Watkins met with Steve Kersey, fleet manager at Henry Day. At the time of the meeting, Henry Day did not possess any GT4Os and did not know whether Ford would allocate any GT4Os to the dealership. Nevertheless, Mr. Watkins and Mr. Kersey executed two Vehicle Contracts for the "Ist GT4O" and "2nd GT4O" ordered by Henry Day (Motor Vehicle Sales Contracts 1 and 2). Mr. Watkins secured each contract with a $1,000 deposit. Both parties understood that each Vehicle Contract was subject to the condition precedent that Ford actually allocate GT4Os to Henry Day. Mr. Watkins understood that one avenue for Henry Day to receive allocation of GT4Os was if the dealership received the President's Award from Ford.

8 Initially, the parties executed the Contracts without specifying a price for the vehicles. The following day, however, Mr. Wat-king contacted Mr. Kersey, and the parties agreed to modify the contracts to specify a purchase price equivalent to Manufacturer's Suggested Retail Price (MSRP).

9 In December 2002, Henry Day's general manager called the dealership's Ford representative to inquire whether Henry Day would be allocated any GT4Os via lottery. The Ford representative informed the general manager that Henry Day, as a smaller dealership, would not be awarded any GT4Os unless it won an Allocation Award-either the President's Award or the Share of the Nation Award. At the time of the call, Henry Day had operated for approximately forty years and had never won an Allocation Award.

10 Based on the general manager's conversation with Ford, Henry Day sent Mr. Watkins a December 31, 2002 letter that stated, "[we regret to inform you that our allocation is not going to allow us to receive this vehicle." The December 31st letter included a $2,000 check refunding Mr. Watkins's deposit for each Vehicle Contract. Mr. Watkins received the check and deposited it on February 19, 2008, without any objection or other communication to Henry Day. Mr. Watkins then reinitiated his search for a Ford dealership that would permit him to preorder GT4O0s, contacting dealers throughout the western and midwestern United States.

T11 At some point after Henry Day returned Mr. Watkins's deposit, Ford renamed the production version of the "GT4O" concept car the "GT." Id. 15.

1 12 Over one year later, in February 2004, Henry Day learned from Ford that it had won the Share of the Nation Award based on its 2008 vehicle sales. As part of the award, Ford allocated one GT to Henry Day. Then, in April 2004, Ford notified Henry Day that it had won the President's Award based on its 2008 vehicle sales and allocated a second GT to Henry Day. And in February 2005, Henry Day learned that it had won a second President's Award based on its 2004 vehicle sales and that it would receive a third GT.

113 On June 8, 2005, Mr. Watkins's business manager learned that Henry Day had been allocated GTs, and he informed Mr. Watkins. Despite having had no contact with Henry Day since receipt of the dealership's December 81st letter, Mr. Watkins went to the dealership and demanded that Henry Day sell him two GTs at the MSRP of $156,945. Henry Day instead offered to sell Mr. Watkins one GT for $250,000. Mr. Watkins refused the offer and filed a complaint alleging breach of contract and unjust enrichment.

T 14 The district court conducted a bench trial, entered findings of fact and conclusions of law, and ruled in favor of Henry Day. It held that the Vehicle Contracts were "clear and unambiguous," finding that the Vehicle Contracts specified that Henry Day would sell "GT4Os" to Mr. Watkins, not the "GTs" that Ford ultimately delivered to Henry Day.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Rokovitz v. Manley Construction
2025 UT App 3 (Court of Appeals of Utah, 2025)
Wittingham v. TNE Limited Partnership
2020 UT 49 (Utah Supreme Court, 2020)
Brady v. Park
2019 UT 16 (Utah Supreme Court, 2019)
Koller v. Shaffer (In Re Evan O. Koller Revocable Living Trust)
2018 UT App 26 (Court of Appeals of Utah, 2018)
Compton v. Houston Casualty Co.
2017 UT 17 (Utah Supreme Court, 2017)
Goldenwest Federal Credit Union v. Kenworthy
2017 UT App 9 (Court of Appeals of Utah, 2017)
LifeVantage Corp. v. Domingo
208 F. Supp. 3d 1202 (D. Utah, 2016)
Blackmore v. L & D Development Inc.
2016 UT App 198 (Court of Appeals of Utah, 2016)
Wittingham LLC v. TNE Ltd. Partnership
2016 UT App 187 (Court of Appeals of Utah, 2016)
Utah Department of Transportation v. Boggess-Draper Co.
2016 UT App 93 (Court of Appeals of Utah, 2016)
City National Bank, N.A. v. Breslin
175 F. Supp. 3d 1314 (D. Utah, 2016)
Judge v. Saltz Plastic Surgery, P.C.
2016 UT 7 (Utah Supreme Court, 2016)
Mind & Motion v. Celtic Bank
2015 UT 94 (Utah Supreme Court, 2015)
Tech Center 2000, LLC v. ZRII, LLC
2015 UT App 281 (Court of Appeals of Utah, 2015)
Brodkin v. Tuhaye Golf, LLC
2015 UT App 165 (Court of Appeals of Utah, 2015)
Hillcrest Investment Co. v. Department of Transportation
2015 UT App 140 (Court of Appeals of Utah, 2015)
Andersen v. Department of Corrections
2015 UT App 63 (Court of Appeals of Utah, 2015)
Layton City v. Stevenson
2014 UT 37 (Utah Supreme Court, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
2013 UT 31, 304 P.3d 841, 735 Utah Adv. Rep. 6, 2013 WL 2367951, 2013 Utah LEXIS 84, Counsel Stack Legal Research, https://law.counselstack.com/opinion/watkins-v-ford-utah-2013.