Commercial Club Building v. Global Rescue

2026 UT App 6

THE UTAH COURT OF APPEALS

COMMERCIAL CLUB BUILDING LLC,
Appellee,
v.
GLOBAL RESCUE LLC,
Appellant.

Opinion
No. 20240124-CA
Filed January 23, 2026

Third District Court, Salt Lake Department
The Honorable Laura Scott
No. 170903867

William B. Ingram and Scarlet R. Smith,
Attorneys for Appellant
Matthew N. Evans, Whitney Hulet Krogue, and
Jacob G. Roberts, Attorneys for Appellee

JUDGE GREGORY K. ORME authored this Opinion, in which
JUDGES DAVID N. MORTENSEN and RYAN D. TENNEY concurred.

ORME, Judge:

¶1 This matter returns to us following our remand to the
district court for entry of “additional findings under the equitable
prong of the alter ego test and for entry of an amended judgment
reflecting those findings.” Commercial Club Bldg. LLC v. Global
Rescue LLC (Commercial Club I), 2023 UT App 37, ¶ 64, 529 P.3d
382. On remand, the district court made detailed findings in
support of its conclusion that observance of the separate corporate
existence of Global Rescue LLC (Global Rescue) and its wholly
owned subsidiary, GR Direct LLC (GR Direct), would promote
injustice or lead to an inequitable result. Based on this conclusion,
the court ruled in favor of Commercial Club Building LLC
Commercial Club Building v. Global Rescue

(Commercial Club) on its alter ego theory of liability and entered
an amended final judgment against Global Rescue.

¶2 In this second appeal, Global Rescue argues that (1) the
district court’s alter ego ruling constituted an abuse of discretion
and (2) the amended final judgment included an erroneous
prejudgment interest rate. We affirm on both points. The district
court’s equitable determination did not amount to an abuse of the
court’s considerable discretion, and the court correctly ruled that
it was barred from amending the prejudgment interest rate
because doing so exceeded the scope of the remand.

BACKGROUND

The First Appeal

¶3 As indicated, the present matter returns to us for a second
time following our decision in Commercial Club I, 2023 UT App 37,
529 P.3d 382. Because the underlying facts were thoroughly
addressed in that opinion, see id. ¶¶ 6–22, we will not, for the most
part, repeat them here. In short, GR Direct, a wholly owned
subsidiary of Global Rescue, entered a three-year lease with
Commercial Club for office space in Salt Lake City. Id. ¶¶ 6–7.
About one year into the lease, Global Rescue stopped funding GR
Direct, causing it to cease operations, default on the lease,
abandon the premises, and transfer its remaining assets back to
Global Rescue. Id. ¶ 8.

¶4 Commercial Club sued both Global Rescue and GR Direct,
alleging, as relevant here, breach of contract, breach of the lease
under a theory of alter ego, and constructive fraudulent transfer.
Id. ¶¶ 9–10. Commercial Club obtained default judgment against
GR Direct for breach of contract after it failed to answer the
complaint. Id. ¶ 12. Litigation continued between Commercial
Club and Global Rescue, eventually proceeding to a jury trial. Id.
¶¶ 13, 16.

20240124-CA 2 2026 UT App 6
Commercial Club Building v. Global Rescue

¶5 At trial, the jury was provided a special verdict form asking
it to make findings on the “formalities requirement” prong of the
alter ego analysis (the Formalities Requirement). Id. ¶ 17. The
special verdict form did not address the ‘fairness requirement’
prong (the Fairness Requirement), which was left to the district
court’s judgment. Id. (citing Jones & Trevor Mktg., Inc. v. Lowry,
2012 UT 39, ¶ 14, 284 P.3d 630). The jury made the following
findings on the Formalities Requirement that weighed in favor of
alter ego:

GR Direct was undercapitalized, Global Rescue
siphoned GR Direct’s funds, GR Direct did not have
separate corporate records, Global Rescue used GR
Direct as a façade for its own operations, and there
was such a unity of interest and ownership between
Global Rescue and GR Direct that the separate
personalities of the two no longer existed.

Id. (quotation simplified). As weighing against alter ego, the jury
found that “GR Direct did not fail to observe corporate formalities
and had its own functioning officers and directors other than
those employed by Global Rescue.” 1 Id.

¶6 Next, the district court addressed the Fairness
Requirement portion of the alter ego analysis, i.e., “whether the
observation of the corporate form would sanction a fraud,
promote injustice or an inequitable result would follow.” Id. ¶ 18
(quotation simplified). Although the court found “no evidence of
fraud,” it nonetheless ruled in favor of Commercial Club,
explaining, “Under these circumstances and considering all the
facts and testimony and other evidence at trial, I do find it would

1. The jury also returned a verdict in favor of Commercial Club on
its claim for constructive fraudulent transfer in the amount of
$705,128.35. But in a posttrial ruling, the trial court significantly
reduced the damages on that claim to $77,531.35.

20240124-CA 3 2026 UT App 6
Commercial Club Building v. Global Rescue

promote an injustice or an inequitable result would follow if I
were to recognize that separate corporate existence.” Id.
(quotation simplified).

¶7 In the prior appeal, Global Rescue argued, in relevant part,
that the district court abused its discretion in concluding that the
Fairness Requirement was satisfied. Id. ¶¶ 46, 49. Because the
district court’s ruling was not clear as to “what circumstances,
facts, testimony, or other evidence presented at trial the court
relied on,” id. ¶ 51, we were unable to “ascertain the basis for the
court’s determination that failure to pierce the corporate veil
would promote injustice or produce an inequitable result,” id.
¶ 52. Accordingly, we vacated the judgment on the alter ego
theory and remanded the matter for the district court to make
“additional findings under the [Fairness Requirement] of the alter
ego test and for entry of an amended judgment reflecting those
findings.” Id. ¶ 64.

The Fairness Requirement on Remand

¶8 On remand, following supplemental briefing and a hearing
on the matter, the district court ruled once more that the Fairness
Requirement was satisfied. In a detailed written order, the court
again concluded that while it “did not find actual fraud,” it did
“find that recognizing the corporate form between GR Direct and
Global Rescue would promote an injustice and/or an inequitable
result would follow.”

¶9 In support of this conclusion, the court pointed to several
findings made by the jury in connection with the Formalities
Requirement and constructive fraudulent transfer claim: GR
Direct was undercapitalized; Global Rescue siphoned funds from
GR Direct; GR Direct “did not have separate corporate records”;
“Global Rescue used GR Direct as a façade for its own
operations”; the two entities shared “such a unity of interest . . .
that the separate personalities of the two no longer existed”; GR
Direct transferred its assets to Global Rescue without receiving a

20240124-CA 4 2026 UT App 6
Commercial Club Building v. Global Rescue

“reasonably equivalent value for the transfer”; “GR Direct’s
remaining assets were unreasonably small in relation to the
business and transactions and/or . . . GR Direct intended to incur
debts beyond its ability to pay as they become due”; and GR
Direct’s transfer of assets harmed Commercial Club, and Global
Rescue “was a substantial factor in causing” that harm.

¶10 The court also pointed to other evidence, presented both at
trial and in a posttrial motion, as “confirm[ing]” the following:

• Unlike the typical parent-subsidiary relationship “wherein
the parent may be entitled to capture upstream profits, . . .
Global Rescue captured all of the revenue of GR Direct.”
That is, “GR Direct did not have a right to share in the
revenue or profits of the business,” and “there was no
mechanism for GR Direct to earn any income to pay its
expenses.” Accordingly, “Global Rescue alone funded GR
Direct’s expenses,” including compensating GR Direct’s
employees.

• “Global Rescue exercised control over GR Direct” to the
extent that “GR Direct had limited control to manage its
own day to day operations,” “GR Direct was merely Global
Rescue’s instrument for its own benefit,” and “GR Direct
was operated solely in Global Rescue’s interest.”

• GR Direct sold the same product as Global Rescue and it
did not “have any customers per se” because “[w]hen a
customer purchased a membership, the customer’s
relationship was with Global Rescue not GR Direct.”

¶11 The court next stated that “all the factors” weighing in
favor of the Formalities Requirement were also relevant to the
Fairness Requirement but that “[t]here needs to be a connection
between the two prongs, and that connection needs to be direct.”
To that end, the court considered “whether Global Rescue itself
played a role in the inequitable conduct,” ultimately determining

20240124-CA 5 2026 UT App 6
Commercial Club Building v. Global Rescue

that Global Rescue was directly responsible for GR Direct’s
inability to retain sufficient funds to make the payments owed on
the lease. The court pointed to Global Rescue’s control of GR
Direct, its siphoning of GR Direct’s revenue, and its causing GR
Direct to transfer all assets to Global Rescue upon closing
operations as the bases for this determination. The court thus
concluded that “[i]t would be unjust and inequitable for Global
Rescue to capture all of the revenue of GR Direct without having
corresponding obligations to pay the expenses of GR Direct.” The
court also indicated that GR Direct’s “lack of capitalization further
underscores the unfairness and inequity of respecting the
separate entity privilege” because Global Rescue neither
adequately funded GR Direct nor allowed it to retain sufficient
revenue to cover its liabilities.

¶12 For these reasons, the court found in favor of Commercial
Club on the Fairness Requirement and, thus, on its alter ego
theory. In so concluding, the court reiterated that it attempted to
“link” the factors of the Formalities Requirement “with injustice
and inequity” in the Fairness Requirement and that its focus was
on the events following the signing of the lease and “the ways in
which Global Rescue ensured that GR Direct would never have
the ability to pay the lease payments on its own.”

The Prejudgment Interest Rate

¶13 In 2020, prior to the first appeal in this matter, the district
court entered final judgment in Commercial Club’s favor in the
principal amount of $233,315.47, which included the $77,531.35 in
damages on Commercial Club’s claim for constructive fraudulent
transfer. See supra note 1. The court further awarded Commercial
Club 10% prejudgment interest pursuant to Utah Code section
15-1-1(2).

¶14 On remand, following the court’s ruling on the Fairness
Requirement, Commercial Club filed a proposed amended final
judgment, reflecting the same principal amount and prejudgment

20240124-CA 6 2026 UT App 6
Commercial Club Building v. Global Rescue

interest rate as the original final judgment. Global Rescue
opposed the proposed judgment, asserting that it “include[d]
prejudgment interest at an increased rate of 10% per annum under
the incorrect statute.” Citing Diversified Striping Systems Inc. v.
Kraus, 2022 UT App 91, ¶ 92, 516 P.3d 306, Global Rescue argued
that because the amount of Commercial Club’s losses became
fixed prior to section 15-1-1(2) going into effect, the applicable
statute governing the prejudgment interest rate was Utah Code
section 15-1-4(3)(a). The district court initially agreed with Global
Rescue and entered an amended final judgment in Commercial
Club’s favor for the principal amount but, pursuant to section
15-1-4(3)(a), with a lower prejudgment interest rate at “the federal
postjudgment interest rate as of January 1 of each year, plus 2%.”

¶15 Commercial Club then moved to amend the final judgment
for a second time, arguing that Global Rescue waived its challenge
to the 10% prejudgment interest rate by not raising the issue in the
first appeal. At a hearing on the second motion to amend, the
district court agreed that “there are grounds” to determine that
Global Rescue waived the issue by not raising it prior to the first
appeal or in the first appeal. But the court expressed some unease
with entering an incorrect interest rate based on “some
technicality.” The court then stated that regardless of the waiver
issue, Commercial Club I’s instructions were “very specific that the
only thing [the district court] was to do on remand was make
additional findings with respect to [the Fairness Requirement] of
the alter ego determination.” Accordingly, the court concluded
that it could not address the prejudgment interest rate because it
fell outside the scope of the remand. The court thus entered a
second amended final judgment in Commercial Club’s favor in
the principal amount of $233,315.47, with a prejudgment interest
rate of 10%.

¶16 Global Rescue appeals.

20240124-CA 7 2026 UT App 6
Commercial Club Building v. Global Rescue

ISSUES AND STANDARDS OF REVIEW

¶17 In this second appeal, Global Rescue again challenges the
district court’s analysis of the Fairness Requirement of the alter
ego theory. “A trial court is accorded considerable latitude and
discretion in applying and formulating an equitable remedy, and
it will not be overturned unless it has abused its discretion.”
Commercial Club I, 2023 UT App 37, ¶ 25, 529 P.3d 382 (quotation
simplified). Moreover, “because a trial court is in an advantaged
position to consider equities, we give considerable deference to its
findings and judgment.” Id. (quotation simplified).

¶18 Global Rescue next argues that the district court erred in
concluding that it was precluded from addressing a challenge to
the 10% prejudgment interest rate on remand. This presents a
question of law that we review for correctness. See Brady v. Park,
2019 UT 16, ¶ 30, 445 P.3d 395; Woodward v. LaFranca, 2016 UT App
141, ¶ 10, 381 P.3d 1125, cert. denied, 384 P.3d 570 (Utah 2016).

ANALYSIS

I. The Fairness Requirement

¶19 Under the alter ego doctrine, “a party may pierce the
corporate veil and obtain a judgment against the individual
shareholders for a cause of action that arose from a dispute with
the corporate entity if the plaintiff proves that the corporation is
acting as an alter ego of its shareholders.” Commercial Club I, 2023
UT App 37, ¶ 43, 529 P.3d 382 (quotation simplified). Thus, alter
ego is a theory of liability rather than an independent claim for
relief. See Jones & Trevor Mktg., Inc. v. Lowry, 2012 UT 39, ¶ 6 n.1,
284 P.3d 630; Bushnell v. Barker, 2012 UT 20, ¶ 13, 274 P.3d 968.

¶20 In deciding whether alter ego is applicable, courts must
generally “balance piercing and insulating policies and will only
reluctantly and cautiously pierce the corporate veil.” Jones

20240124-CA 8 2026 UT App 6
Commercial Club Building v. Global Rescue

& Trevor Mktg., 2012 UT 39, ¶ 15 (quotation simplified). To prevail
under a theory of alter ego, a party must satisfy a two-prong test.
Under the first prong (the Formalities Requirement), “there must
be such unity of interest and ownership that the separate
personalities of the corporation and the individual no longer exist,
viz., the corporation is, in fact, the alter ego of one or a few
individuals.” Id. ¶ 14 (quotation simplified). And under the
second prong (the Fairness Requirement), the party must show
that “the observance of the corporate form would sanction a
fraud, promote injustice, or an inequitable result would follow.”
Id. (quotation simplified). “Ultimately, the decision to pierce the
corporate veil is a highly factual determination, and each case
should be determined on its particular facts.” Id. ¶ 15.

¶21 Here, only the Fairness Requirement is at issue. To succeed
on this prong, a party must “appeal to the court’s equitable
powers and articulate how the observance of the corporate form
would sanction a fraud, promote injustice, or an inequitable result
would follow.” Id. ¶ 20 n.6 (quotation simplified). And unlike the
Formalities Requirement, for which there are seven established
factors a court may consider when deciding that prong,2 see id.
¶¶ 16, 18, 20, there are no such formulaic factors for the Fairness
Requirement, id. ¶ 20. Rather, the Fairness Requirement “is

2. Those factors are
(1) undercapitalization of a one-man corporation;
(2) failure to observe corporate formalities;
(3) nonpayment of dividends; (4) siphoning of
corporate funds by the dominant stockholder;
(5) nonfunctioning of other officers or directors;
(6) absence of corporate records; [and] (7) the use of
the corporation as a facade for operations of the
dominant stockholder or stockholders[.]
Jones & Trevor Mktg., Inc. v. Lowry, 2012 UT 39, ¶ 16, 284 P.3d 630
(quotation simplified). See id. ¶ 20.

20240124-CA 9 2026 UT App 6
Commercial Club Building v. Global Rescue

simply an appeal to the conscience of the court and the court’s
equitable powers.” Id.

¶22 Global Rescue argues that the district court’s Fairness
Requirement determination constituted an abuse of discretion
because it improperly relied on the Formalities Requirement
factors. See supra note 2, ¶¶ 9, 11. That is, Global Rescue asserts
that the court’s error “stems from an effort to ‘link’ the first prong
with the second.” In Global Rescue’s view, to establish the
Fairness Prong, there must be findings “sufficient to demonstrate
that conduct amounting to bad faith makes it inequitable for the
corporate owner to hide behind the corporate form.” See Tatung
Co. v. Shu Tze Hsu, 217 F. Supp. 3d 1138, 1176 (C.D. Cal. 2016)
(quotation simplified). Global Rescue further contends that a
court should not rely “too heavily in isolation on the factors of
inadequate capitalization or concentration of ownership and
control.” See Mid-Century Ins. Co. v. Gardner, 11 Cal. Rptr. 2d 918,
923 (Cal. Ct. App. 1992). But Global Rescue asserts that in the case
at hand, the district court “relied almost exclusively on the
findings that [GR Direct] was undercapitalized and other findings
that were made in support of” the Formalities Requirement. We
disagree. 3

¶23 As an initial matter, as stated above, in Utah the Fairness
Requirement has no established factors and “is simply an appeal
to the conscience of the court and the court’s equitable powers.”
Jones & Trevor Mktg., 2012 UT 39, ¶ 20. At most, in discussing alter

3. Global Rescue also emphasizes the district court’s finding that
that there was no fraud. But this finding is not determinative
because resulting injustice or inequity are also sufficient to satisfy
the Fairness Requirement. See Jones & Trevor Mktg., 2012 UT 39,
¶ 14 (stating that under the Fairness Requirement, “it is not
necessary that the plaintiff prove actual fraud, but must only
show that failure to pierce the corporate veil would result in an
injustice”) (quotation simplified).

20240124-CA 10 2026 UT App 6
Commercial Club Building v. Global Rescue

ego in the parallel context of reverse corporate piercing, our
Supreme Court has mandated that “it must be shown that the
corporation itself played a role in the inequitable conduct at
issue.” Transamerica Cash Reserve, Inc. v. Dixie Power & Water, Inc.,
789 P.2d 24, 26 (Utah 1990). And here, the district court certainly
determined as much.

¶24 The court’s analysis on the Fairness Requirement
expressly focused on “the ways in which Global Rescue ensured
that GR Direct would never have the ability to pay the lease
payments on its own.” In other words, the court considered the
level of culpability Global Rescue shared in the harm Commercial
Club suffered. To that end, in evaluating the Fairness
Requirement, the court considered several of the jury’s findings—
made in connection with the Formalities Requirement and
constructive fraudulent transfer claim—as well as its own
findings based on the evidence. These included:

• “Global Rescue used GR Direct as a façade for its own
operations,” and “GR Direct was merely Global Rescue’s
instrument for its own benefit”;

• “Global Rescue exercised control over GR Direct” to the
point that “GR Direct had limited control to manage its
own day to day operations”;

• “Global Rescue captured all of the revenue of GR Direct”
and, accordingly, “alone funded GR Direct’s expenses”;

• “GR Direct’s remaining assets were unreasonably small in
relation to the business and transactions and/or . . . GR
Direct intended to incur debts beyond its ability to pay as
they become due”; and

• GR Direct, after ceasing operations, transferred all its assets
to Global Rescue without receiving a “reasonably
equivalent value for the transfer.”

20240124-CA 11 2026 UT App 6
Commercial Club Building v. Global Rescue

¶25 Based on these findings, Global Rescue was hardly an
innocent, uninvolved bystander. On the contrary, the district
court found that Global Rescue was directly responsible for
Commercial Club’s inability to recover payments owed on the
lease, which was one of the articulated reasons the court gave for
its conclusion that failure to pierce the corporate veil would be
unjust and inequitable. Accordingly, because the district court
addressed the level of Global Rescue’s culpability in Commercial
Club’s losses, we cannot say that it abused its equitable discretion.

¶26 Additionally, although there was some overlap between
these facts and some of the Formalities Requirement’s established
factors—including undercapitalization and ownership control,
which the court certainly did not rely exclusively on—they were
also relevant to the court’s inquiry into Global Rescue’s level of
culpability under the Fairness Requirement. The court did not, as
Global Rescue seems to suggest, apply the same analysis under
both prongs. Although facially similar, whether corporate
formalities are met and whether the corporation exercised its
power to harm the plaintiff are distinct inquiries. The district
court thus did not abuse its discretion in this regard.

¶27 Global Rescue next argues that the Fairness Requirement
“cannot be satisfied” because the alter ego theory is inconsistent
with the terms of the lease agreement. Specifically, Global Rescue
asserts that Commercial Club—a “sophisticated” commercial
landlord—knew that GR Direct and Global Rescue were distinct
entities, yet it failed to sufficiently investigate GR Direct’s ability
to pay and to include mechanisms in the lease to protect itself
from loss, such as guarantees or security agreements.

¶28 To be sure, “courts have been extraordinarily reluctant to
lift the veil in contract cases . . . where the creditor has willingly
transacted business with the corporation.” d’Elia v. Rice Dev., Inc.,
2006 UT App 416, ¶ 28, 147 P.3d 515 (quotation simplified),
modified on other grounds by Jones & Trevor Mktg. v. Lowry, 2012 UT

20240124-CA 12 2026 UT App 6
Commercial Club Building v. Global Rescue

39, 284 P.3d 630. As such, the considerations Global Rescue raises
are certainly factors that may be relevant to a determination of the
Fairness Requirement. But they are not necessarily determinative
considerations. See id. (“The voluntary contractual nature of the
parties’ relationships was simply one of multiple factors to which
the trial court gave weight in making its highly factual alter ego
determination.”). Here, as recounted above, the district court
expressly considered the atypical parent-subsidiary relationship
between Global Rescue and GR Direct through which Global
Rescue was directly responsible for GR Direct’s inability to make
payments on the lease. Thus, we cannot say that the district court
abused its discretion in concluding, even in light of the contractual
nature of the dispute, that observance of the corporate formalities
would promote injustice or lead to an inequitable result.

¶29 Lastly, Global Rescue argues that because Commercial
Club already had a remedy for the undercapitalization of GR
Direct, i.e., a claim for constructive fraudulent transfer (for which
it obtained a $77,531.35 judgment), it was not entitled to an
additional alter ego remedy. But although the district court
considered GR Direct’s undercapitalization, it certainly was not
the sole basis for the court’s decision to exercise its equitable
powers under the alter ego theory. And Global Rescue cites no
authority in support of its contention that partial recovery
through an alternative theory precludes full recovery through
alter ego. Therefore, Global Rescue has not carried its burden of
persuasion on this argument, and we do not consider it further.
See Allen v. Friel, 2008 UT 56, ¶ 9, 194 P.3d 903.

¶30 In sum, the district court did not exceed its considerable
discretion in determining that the Fairness Requirement was
satisfied and thereby finding Global Rescue liable under the
theory of alter ego.

20240124-CA 13 2026 UT App 6
Commercial Club Building v. Global Rescue

II. The Prejudgment Interest Rate

¶31 Global Rescue next contends that the district court erred in
concluding that it was barred from addressing Global Rescue’s
challenge to the 10% prejudgment interest rate because the issue
exceeded the scope of our remand. Global Rescue asserts that
because this court, in the first appeal, remanded the matter for the
district court to make additional findings on the Fairness
Requirement, “[a]ny request for prejudgment interest would
necessarily have to be a request under the new alter ego
determination.” But this assertion directly conflicts with this
court’s instructions for remand.

¶32 “A remand with specific instructions to the trial court
necessarily precludes the trial court from considering issues
outside the scope of remand[.]” Woodward v. LaFranca, 2016 UT
App 141, ¶ 8, 381 P.3d 1125, cert. denied, 384 P.3d 570 (Utah 2016).
In other words, “when an appeals court vacates a judgment with
narrowing instructions which direct the district court to consider
certain issues, the district court does not have a mandate to
reconsider other issues except in extraordinary circumstances.” 4

4. “One such extraordinary circumstance is a dramatic change in
controlling legal authority.” Wasatch County v. Okelberry, 2015 UT
App 192, ¶ 32, 357 P.3d 586 (quotation simplified), cert. denied, 364
P.3d 48 (Utah 2015). Under this exception, a district court is not
absolutely bound by an appellate mandate “where the policy of
the law has been changed, by legislative enactment or decision of
a higher court, while the case is still pending resolution” and “in
the interim between the rendition and implementation of the
mandate.” Id. ¶ 34 (quotation simplified). See id. ¶¶ 35–36. We
note that Diversified Striping Systems Inc. v. Kraus, 2022 UT App 91,
516 P.3d 306—the case on which the district court relied when it
initially concluded that its prior entry of 10% prejudgment
interest was incorrect—was issued after the district court entered
(continued…)

20240124-CA 14 2026 UT App 6
Commercial Club Building v. Global Rescue

Wasatch County v. Okelberry, 2015 UT App 192, ¶ 32, 357 P.3d 586
(quotation simplified), cert. denied, 364 P.3d 48 (Utah 2015).

¶33 In Commercial Club I, this court remanded the matter “for
additional findings under the [Fairness Requirement] of the alter
ego test and for entry of an amended judgment reflecting those
findings.” 2023 UT App 37, ¶ 64, 529 P.3d 382 (emphasis added).
Thus, any amendment to the final judgment was to be dependent
on the district court’s findings on the Fairness Requirement. And
because the issue of the propriety of the 10% prejudgment interest
rate is unrelated to the additional findings the district court made
on remand, it necessarily falls outside the scope of the remand. 5

¶34 Global Rescue nevertheless argues that raising the issue of
prejudgment interest on remand is permissible under Brady v.
Park, 2019 UT 16, 445 P.3d 395. But Brady is readily
distinguishable. In that case, our Supreme Court rejected the
appellants’ argument that the trial court was precluded on
remand from deciding whether payment of a 10% late fee was
required to bring current the note at issue in that matter. Id. ¶ 43.
The judgment had previously been reversed and the matter
remanded because the trial court had applied an incorrect legal
test when it ruled that the late fee was unenforceable. Id. ¶ 47. But

the original final judgment but before this court issued Commercial
Club I. But because Global Rescue has not invoked this exception,
much less addressed the question of whether it applies given the
timing of Diversified Striping’s issuance, we do not address the
exception further.

5. Global Rescue also argues that Commercial Club is not entitled
to any prejudgment interest whatsoever because Global Rescue
was not a party to the lease. But this argument falls outside the
scope of the remand because it is also unaffected by the additional
facts the district court found with respect to the Fairness
Requirement.

20240124-CA 15 2026 UT App 6
Commercial Club Building v. Global Rescue

on remand, after applying the correct legal test, the trial court
concluded that the late fee was enforceable after all. Id. ¶ 23. The
parties then submitted widely differing proposed accountings,
which was partially due to their disagreement on whether the late
fee had to be paid to bring the note current. Id. ¶¶ 24–25. The trial
court ruled in the appellees’ favor on that issue, which the
appellants then challenged in the next appeal. Id. ¶ 25. Our
Supreme Court ruled that the trial court was free on remand to
address that issue because the court did not have an opportunity
to rule on the issue prior to the remand and thus there was no
order the parties could have challenged in the earlier appeal. Id.
¶ 51.

¶35 Conversely, in this case, the district court’s ruling that the
Fairness Requirement had been satisfied remained unchanged on
remand. And prior to the first appeal, the court included the 10%
prejudgment interest rate in the original final judgment, which
Global Rescue could have challenged, but did not challenge, in
the prior appeal. For these reasons, the district court correctly
ruled that it could not revisit the prejudgment interest rate on
remand.

CONCLUSION

¶36 The district court did not abuse its discretion in ruling that
the Fairness Requirement was satisfied and, accordingly, in
finding in favor of Commercial Club on its alter ego theory. The
court also correctly concluded that it was precluded from
addressing the issue of prejudgment interest on remand.

¶37 Affirmed.

20240124-CA 16 2026 UT App 6