In re Brown Family Living Trust

2026 UT App 71

THE UTAH COURT OF APPEALS

IN THE MATTER OF THE MAUD WOOD BROWN FAMILY LIVING TRUST

KATHRIN S. BROCK,
Appellant,
v.
MARILYN B. LAWSON,
Appellee.

Opinion
No. 20240002-CA
Filed May 7, 2026

Sixth District Court, Kanab Department
The Honorable Alex Goble
No. 213600038

James L. Spendlove, Attorney for Appellant
Bryan J. Pattison and M. Sean Sullivan,
Attorneys for Appellee

JUDGE JOHN D. LUTHY authored this Opinion, in which
JUDGES GREGORY K. ORME and AMY J. OLIVER concurred.

LUTHY, Judge:

¶1 Marilyn B. Lawson and Kathrin S. Brock are co-trustees of
a trust created by their mother, Maud Wood Brown. Maud’s 1 six
children are the beneficiaries of the trust. Following Maud’s
death, conflicts regarding the trust and other matters arose, and
litigation ensued.

1. Maud, her children, and their spouses each share a last name
with at least one other person involved in this case; therefore, we
refer to Maud, the siblings, and their spouses by their given
names, with no disrespect intended by the informality.
In re Brown Family Trust

¶2 Eventually, the six siblings and the respective husbands of
two of them entered a settlement agreement. Kathrin and the
other siblings on her side of the dispute refused to perform the
agreement, contending that conditions to their performance had
not occurred. Marilyn and the other siblings on her side of the
dispute asserted that any conditions had been fulfilled, and
Marilyn moved the district court for an order enforcing the
agreement. The district court interpreted three provisions of the
agreement and concluded that they contain a condition precedent
but that the condition was fulfilled. Thus, it issued an order
enforcing the agreement as interpreted and awarding Marilyn
attorney fees under the agreement. Kathrin now appeals.

¶3 We conclude that the settlement agreement contains two
conditions, neither of which have been fulfilled. Accordingly, we
reverse the court’s order enforcing the agreement, and we
vacate the award of attorney fees to Marilyn. We remand the
matter to the district court for such proceedings as may now be
appropriate.

BACKGROUND

The Trust

¶4 Maud and her husband had six children: Norris, Worth,
Elaine, Marilyn, Pearl Ann, and Kathrin. In 1981, Maud created
The Maud Wood Brown Family Living Trust (the Trust), naming
her husband as trustee and her six children as beneficiaries. After
her husband’s death in 1992, Maud eventually named Kathrin
and Marilyn as co-trustees of the Trust. Maud died in 2019. At the
time of her death, the Trust’s assets included real property,
tangible items of personal property, multiple bank and credit
union accounts, stock in an irrigation company, an individual
retirement account, and a majority interest in Vermillion View,
LLC (Vermillion View).

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Vermillion View

¶5 Vermillion View was created in 2006 by the Trust, through
its co-trustees, Marilyn and Kathrin, who were named the
managers of Vermillion View. The company’s assets include
various parcels of real property, water rights, and irrigation
company stock, all apparently separate from the property that the
Trust owns directly. Under the terms of the company’s operating
agreement (the Operating Agreement) and as relevant here, only
“descendants of [Maud] and their spouses”—or a trust of which
such a person is a beneficiary—can hold an ownership interest in
Vermillion View. The Trust itself owns roughly 96.5% of
Vermillion View. Maud’s children, most of their spouses, 2 and
Maud’s seven grandchildren each own some fraction of a percent
of Vermillion View, with their combined ownership totaling
roughly 3.5%. The Operating Agreement provides that except in
circumstances not applicable here, Vermillion View “may be
dissolved only . . . upon unanimous written agreement of all
Members and all Managers” of the company.

The Fredonia Property

¶6 Apart from the Trust and Vermillion View, each of Maud’s
six children—with his or her spouse—owns an undivided one-
sixth interest in two parcels of real property in Fredonia, Arizona
(Parcel 1 and Parcel 2; collectively, the Fredonia Property).3

The Dispute and the Mediation Agreement

¶7 Following Maud’s death, disputes arose between the co-
trustees regarding administration of the Trust and other matters.

2. Pearl Ann’s husband, Tom, is not an owner of Vermillion View.

3. The Fredonia Property appears to also include an easement.
Because the parties do not separately address the easement, we
do not mention it further here or in our analysis.

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In August 2021, Marilyn filed a petition for instructions, in which
she requested that the court remove Kathrin as a co-trustee and
order termination of the Trust and distribution of its assets. The
following month, Kathrin’s husband, Tory, filed a complaint
against the co-trustees in their capacity as trustees of the Trust,
seeking to quiet title to a portion of the Trust’s real property
assets. The siblings and their respective spouses and children
divided themselves into two camps, one aligning with Marilyn
and the other aligning with Kathrin.

¶8 In October 2021, the siblings; Tory; and Marilyn’s husband,
Kim (the Parties) participated in a mediation aimed at
resolving their various disputes. The mediation concluded with
the Parties each signing a settlement agreement (the Settlement
Agreement), which Marilyn and Kathrin executed individually as
well as in their roles as co-trustees of the Trust and managers of
Vermillion View. The Settlement Agreement was not signed by
Maud’s grandchildren or the siblings’ spouses other than Tory
and Kim.

¶9 Relevant to this appeal, section 1.b of the Settlement
Agreement (the Vermillion View Clause) provides as follows:

[The co-trustees] and all other Parties who have an
ownership in [Vermillion View] shall vote their
respective ownership interest in [Vermillion View]
to dissolve [Vermillion View] and distribute the
property and assets as [set forth in the Settlement
Agreement].

The Vermillion View Clause then sets forth in detail how
Vermillion View’s assets are to be distributed upon a unanimous
vote for dissolution, identifying thirteen transfers, each involving
a particular piece of property that is to be granted by Vermillion
View to specifically named grantees.

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¶10 Regarding the Fredonia Property, section 2 of the
Settlement Agreement (the Fredonia Property Clause) states as
follows:

Certain Property in Fredonia, Arizona[,] identified
as Parcels [1] and [2] are owned by the Parties and
their respective spouses. The Parties agree that
Parcel [1] shall be deeded to [Marilyn, Pearl Ann,
and Worth]. The Parties further agree that Parcel [2]
shall be deeded to [Norris, Elaine, and Kathrin].

¶11 Recognizing that the Settlement Agreement addressed
property interests of spouses and grandchildren who did not
participate in the mediation or sign the Settlement Agreement, the
Parties included section 7 of the Settlement Agreement (the
Contingency Clause), which provides as follows:

[The Settlement Agreement] is contingent upon the
non-party members of [Vermillion View] and non-
party owners in the Fredonia Property agreeing to
transfer their respective interests or otherwise co-
operating in executing the transfers contemplated
herein.

The Litigation Following Mediation

¶12 After mediation, Marilyn gathered votes of Vermillion
View members in favor of dissolving the company and
distributing its assets, recording the votes on a document titled
“Action Without a Meeting and Vote of Members of [Vermillion
View].” 4 On that document, a “YES” vote and signature appeared

4. Section 7.7 of the Operating Agreement states that “[a]ction
required or permitted to be taken at a meeting may be taken
without a meeting if notice of the proposed action is given to or
waived by all of those entitled to vote on the action, and the action
is reduced to writing and is approved and signed by the same.”

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next to the names of Marilyn and Worth, their spouses, Pearl Ann,
and Maud’s grandchildren. A signature did not appear next to the
names of Kathrin, Norris, Elaine, or their spouses.

¶13 In April 2021, Marilyn filed a motion to amend her original
petition for instructions, which the district court granted. In her
amended petition, Marilyn alleged that Kathrin, Norris, and
Elaine had not complied with their obligations under the
Settlement Agreement. Marilyn again asked the court for removal
of Kathrin as a co-trustee and for termination of the Trust. She also
asked the court to enforce the Settlement Agreement and order
Kathrin, Norris, and Elaine to “pay the attorney fees [incurred in]
. . . enforc[ing] the Settlement Agreement.”

¶14 In November 2022, Marilyn filed a motion to enforce the
Settlement Agreement. In that motion, she argued that the
Settlement Agreement is unambiguous, and she asked the district
court to “enforce all of the provisions . . . against” Kathrin, Norris,
and Elaine by requiring them to execute the property
transfers outlined in the Settlement Agreement and pay the
attorney fees Marylin had incurred to enforce the Settlement
Agreement.

¶15 Kathrin opposed the motion. She asserted that the
Settlement Agreement could not be enforced because the
Contingency Clause contained a condition that had not been met.
Specifically, she noted that the Contingency Clause states that the
Settlement Agreement “is contingent upon the non-party
members of [Vermillion View] and non-party owners in the
Fredonia Property agreeing to transfer their respective interests or
otherwise co-operating in executing the transfers contemplated”
in the Settlement Agreement. She attached an affidavit from
Elaine’s husband, Jeffrey, which stated that he does “not agree to
the transfer of [his] interest in [Vermillion View] and the Fredonia
Property as provided in the [Settlement Agreement].” Kathrin
argued (1) that the Contingency Clause created a condition—

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namely, that the owners of Vermillion View and the Fredonia
Property who were non-parties “approve[] the terms of the . . .
Settlement Agreement”; (2) that because Jeffrey had expressly
disagreed with the terms of the Settlement Agreement, the
condition had not been fulfilled; and (3) that because the Parties
have no duty to perform until the condition is fulfilled, the
Settlement Agreement is unenforceable.

¶16 In May 2023, the district court granted Marilyn’s motion to
enforce. In doing so, the court explained that the Contingency
Clause states that the Settlement Agreement is contingent on the
owners of the Fredonia Property and the members and managers
of Vermillion View “either (i) agreeing to transfer their respective
interests or (ii) otherwise cooperating in executing the transfers
contemplated in the [Settlement] Agreement.” The court reasoned
that “[t]he use of ‘or’ in [the Contingency Clause] makes clear that
these are two alternative scenarios” and concluded that Kathrin’s
proposed reading of the Contingency Clause would “erase[] any
true distinction between ‘agreeing’ or ‘otherwise cooperating,’
making the plain language in [the Settlement Agreement]
meaningless.” The district court then analyzed, in turn, the
Fredonia Property Clause and the Vermillion View Clause to
determine whether Jeffrey’s “affidavit trigger[ed] the failure of a
condition precedent or otherwise implicate[d]” the Contingency
Clause as the court had interpreted it.

¶17 As to the Fredonia Property Clause, the court observed that
the Settlement Agreement was “contingent on [Jeffrey] agreeing
to transfer his interest or otherwise cooperating with the transfer
as contemplated by the [Settlement] Agreement.” (Emphasis added.)
It then noted that under the Fredonia Property Clause, the
contemplated transfer was “that Parcel [1] shall be deeded to
Marilyn, Pearl [Ann], and Worth and Parcel [2] shall be deed[ed]
to Norris, Elaine, and Kathrin.” The court then reasoned as
follows:

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[The Fredonia Property Clause] notably uses
passive voice and is broadly generic in describing
who will receive a deed without stating in detail the
actions that will occur to accomplish it. Also absent
from this provision is any detail about what kinds
of deeds the receiving parties are entitled to or what
the new ownership structure of the Fredonia
Propert[y] will look like. . . . The [Settlement
Agreement] could have, but does not, include
mandatory language specifying that the Fredonia
Propert[y] would be deeded exclusively or solely to
the deed recipients, or that all of the current owners
would each deed all of their interests in the property
to the deed recipients. “The court will not rewrite a
contract to supply [the] terms which the parties
omitted.”

(Footnote omitted; quoting Monaco Apartment Homes v. Figueroa,
2021 UT App 50, ¶ 10, 489 P.3d 1132 (cleaned up).) Based on this
reasoning, the court determined that the plain language of the
Settlement Agreement did “not require [Jeffrey] to transfer his
interest in the Fredonia Property to avoid the [Contingency
Clause]” because the “contemplated transfer” could be
accomplished without him doing so. The court continued,

The transfer of [the] Fredonia Property may proceed
as contemplated without [Jeffrey] taking any action
at all—it will still be deeded to the named recipients
as contemplated by the plain language of the
[Settlement Agreement]. This will not give the
named recipients exclusive ownership of the
property, but exclusive ownership is not specifically
contemplated by the [Settlement Agreement] . . . .

The court concluded that under the plain language of the
Settlement Agreement, “the contemplated deeding of the

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[Fredonia Property could] take place,” notwithstanding Jeffrey’s
disagreement.

¶18 As to the Vermillion View Clause, the district court
reasoned as follows:

[The Vermillion View Clause] makes clear that it
requires the “Parties who have an ownership
interest” to vote their (meaning the Parties’)
ownership interest. The [Settlement Agreement]
does not explicitly require the completion of these
transfers, only that the [P]arties shall vote their
ownership interest for dissolution and transfer of
[Vermillion View’s] property. [Jeffrey] is not a party
[to the Settlement Agreement], nor can he prevent
the [P]arties from voting their ownership interests
in a certain way. . . . [T]he [Parties] have control over
their ability to act that is independent of any action
of the non-parties[;] thus[,] the [Contingency
Clause] does not create a condition precedent as to
[Vermillion View].

The court therefore concluded that Jeffrey could “cooperate with”
the Settlement Agreement’s contemplated “vote” regarding
dissolution of Vermillion View and distribution of its assets “by
doing nothing at all.”

¶19 In sum, the district court determined that while the
Contingency Clause has “meaning” and “power,” it “was
designed with flexibility so that a non-party saying ‘I do not agree’
[would] not automatically void the [Settlement Agreement] if the
non-party still cooperated with the transfers.” Thus, according to
the court, Jeffrey’s disagreement did “not trigger” the
Contingency Clause because the Parties’ “power to act” as
required by the Settlement Agreement was “not altered by
[Jeffrey’s] position.” Hence, the court ordered the enforcement of

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the Settlement Agreement consistent with the court’s
interpretation of it.

¶20 Having granted Marilyn’s motion to enforce, the court
recognized Marilyn as the prevailing party and awarded her
attorney fees, citing the Settlement Agreement’s provision stating
that the prevailing party in an action to enforce the Settlement
Agreement would be entitled to reasonable attorney fees. Kathrin
now appeals.

ISSUES AND STANDARDS OF REVIEW

¶21 Kathrin contends that the district court misinterpreted the
Settlement Agreement. She asserts that when the Settlement
Agreement is properly interpreted, it contains conditions that
have not been fulfilled and, thus, that it cannot be enforced.
Accordingly, while this appeal involves our review of an order
enforcing the Settlement Agreement, the enforcement order
turned on the district court’s interpretation of the Settlement
Agreement.

¶22 “The decision of a trial court to summarily enforce a
settlement agreement will not be reversed on appeal unless it is
shown that there was an abuse of discretion.” Badger v.
MacGillivray, 2016 UT App 109, ¶ 2, 374 P.3d 1053 (per curiam)
(cleaned up). But “legal misinterpretation is, by definition, an
abuse of discretion.” Washington County Water Conservancy Dist. v.
Washington Townhomes, LLC, 2024 UT App 55, ¶ 31, 549 P.3d 56.
Thus, for practical purposes, we apply the standard of review
applicable to the interpretation of settlement agreements.

¶23 A settlement agreement is a contract. Goodmansen v. Liberty
Vending Sys., Inc., 866 P.2d 581, 584 (Utah Ct. App. 1993). “Our
standard of review of a court’s contractual interpretation rulings
varies depending on which stage of the analysis we are
reviewing.” Rokovitz v. Manley Constr. LLC, 2025 UT App 3, ¶ 21,

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563 P.3d 433, cert. granted, 574 P.3d 520 (Utah July 11, 2025)
(No. 20250137). As applicable here, “an interpretation of an
unambiguous contract is . . . reviewed for correctness.” Id.
(cleaned up).

ANALYSIS

¶24 A district court “has the power to enter a judgment
enforcing a settlement agreement if it is an enforceable contract.”
Badger v. MacGillivray, 2016 UT App 109, ¶ 2, 374 P.3d 1053 (per
curiam) (cleaned up). The corollary to this principle is that a
district court has no power to enter a judgment enforcing a
settlement agreement if the settlement agreement is not an
enforceable contract. See id.

¶25 A contract is not enforceable if it contains a condition and
the condition has not been fulfilled. See Mind & Motion Utah Invs.,
LLC v. Celtic Bank Corp., 2016 UT 6, ¶ 20, 367 P.3d 994. “A condition
is an event, not certain to occur, which must occur before
performance under a contract becomes due.” Id. (cleaned up).
“The parties to the contract have no duty to perform until the
condition is fulfilled, so the failure of a condition relieves the
parties of all of their contractual duties.” Id. (cleaned up). “The
parties have no remedy for breach of contract if a condition is not
fulfilled, because at that point there is simply no contract to
breach.” Id. (cleaned up). And if there is no contract to breach,
there is also no contract to enforce. Hence, a contract is not
enforceable if it contains a condition and the condition has not
been fulfilled. See id.

¶26 Kathrin contends that the plain language of the Settlement
Agreement creates two conditions: (1) that “the non-party
Vermillion View owners vote their ownership to dissolve
Vermillion View and transfer all of Vermillion View’s assets” in
the manner set forth in the Settlement Agreement and (2) “that the
non-party Fredonia Property owners transfer their interests.”

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Because Jeffrey, a non-party, has expressed an unwillingness to
vote to dissolve Vermillion View and distribute its assets as set
forth in the Settlement Agreement and an unwillingness to
transfer his interest in the Fredonia Property, Kathrin contends
that the conditions have not been satisfied. Her arguments are
well taken.

A. Vermillion View

¶27 Regarding Vermillion View, the Contingency Clause
states that performance of the Settlement Agreement “is
contingent upon the non-party members of [Vermillion View] . . .
agreeing to transfer their respective interests or otherwise co-
operating in executing the transfers contemplated” in the
Settlement Agreement. There is no question as to what transfers
the Settlement Agreement contemplates with regard to
Vermillion View. They are the thirteen transfers set forth in the
Vermillion View Clause, each involving a particular piece of
property that is to be granted by Vermillion View to specifically
named grantees. Nor is there a question as to how the non-party
members of Vermillion View are to agree to those transfers or to
otherwise cooperate in executing them. The only way the non-
party members of Vermillion View can do either of those things
in any meaningful, binding way is to vote their respective
ownership interests in favor of dissolution of the company and
distribution of its assets as set forth in the Settlement Agreement.
Because Jeffrey, a non-party member of Vermillion View, has not
voted his ownership interest in favor of dissolution and
distribution of the company’s assets as set forth in the Settlement
Agreement, the relevant condition set forth in the Contingency
Clause has not been fulfilled and the Settlement Agreement is
unenforceable.

¶28 The district court reached a different conclusion. It noted
that the Settlement Agreement “does not explicitly require the
completion of” any transfers of Vermillion View property but

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merely requires the Parties to “vote their . . . ownership interest[s]”
in favor of dissolution and distribution of the company’s assets.
Thus, the court reasoned, Jeffrey could “cooperate with” the
Settlement Agreement’s contemplated vote “by doing nothing at
all.” The flaw in the district court’s reasoning is that the condition
set forth in the Contingency Clause is not that the non-party
owners agree or otherwise cooperate with the Parties’ voting of their
ownership interests. Rather, the condition is that the non-party
owners agree to or cooperate in executing the transactions
contemplated by the Settlement Agreement. And while it is true that
the Vermillion View Clause can be performed through the Parties’
vote alone—with the contemplated transfers occurring
thereafter—the condition that must occur before the Parties are
required to perform by voting is that Jeffrey and the other non-
party members of Vermillion View first express their agreement
or cooperation by themselves voting in favor of dissolution and
distribution of the company’s assets as contemplated by the
Settlement Agreement. Because Jeffrey has not so voted, the
condition related to Vermillion View and its assets has not been
fulfilled.

¶29 For the foregoing reasons, we conclude that the Settlement
Agreement contains a condition related to Vermillion View and
its assets that has not been fulfilled and that the Settlement
Agreement is therefore unenforceable.

B. Fredonia Property

¶30 Regarding the Fredonia Property, the Contingency Clause
states that performance of the Settlement Agreement “is
contingent upon the . . . non-party owners in the Fredonia
Property agreeing to transfer their respective interests or
otherwise cooperating in executing the transfers contemplated” in
the Settlement Agreement. Application of this provision requires
a determination of what transfers the Settlement Agreement
contemplates with regard to the Fredonia Property.

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¶31 The Fredonia Property Clause states that “[c]ertain
property in Fredonia, Arizona[,] identified as Parcels [1] and [2]
are owned by the Parties and their respective spouses.” It then
says that “Parcel [1] shall be deeded to” Marilyn, Pearl Ann, and
Worth and that “Parcel [2] shall be deeded to” Norris, Elaine, and
Kathrin. This language plainly contemplates that the whole of
Parcel 1 will be deeded to Marilyn, Pearl, and Worth and the
whole of Parcel 2 will be deeded to Norris, Elaine, and Kathrin. In
identifying the Fredonia Property, the Fredonia Property Clause
does not identify the relevant property in terms of partial
interests. Instead, it identifies “Parcels [1] and [2]” in their
entireties and only thereafter describes them as being “owned by
the Parties and their respective spouses.” The clause then states
that Parcel 1—not some fractional part of it—is to be deeded to
Marilyn, Pearl Ann, and Worth and that Parcel 2—not some
fractional part of it—is to be deeded to Norris, Elaine, and
Kathrin. We see no other reasonable interpretation of the
transactions contemplated by the Fredonia Property Clause.

¶32 The district court determined otherwise, concluding that
the transactions unambiguously contemplated by the Fredonia
Property Clause were the transfer of only those fractional interests
in Parcel 1 and Parcel 2 that are owned by the Parties and the non-
parties who are willing to transfer their interests. To support its
interpretation, the district court noted that the Fredonia Property
Clause “uses passive voice and is broadly generic in describing
who will receive a deed without stating in detail the actions that
will occur to accomplish it.” The court further observed that
“absent from this provision is any detail about what kinds of
deeds the receiving parties are entitled to or what the new
ownership structure of the Fredonia Properties will look like” and
that this provision “could have, but does not, include mandatory
language specifying that the Fredonia Properties would be
deeded exclusively or solely to the deed recipients, or that all of the
current owners would each deed all of their interest in the
property to the deed recipients.” We disagree.

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¶33 By expressly identifying Parcel 1 and Parcel 2 as the
property at issue and then stating that Parcel 1 and Parcel 2 “shall
be deeded” to certain recipients, the Fredonia Property Clause
does include mandatory language specifying that the whole of
each parcel is to be deeded exclusively to the identified recipients.
This directive plainly contemplates that all of the current owners
of the Fredonia Property each deed all of their interests in that
property to those recipients. The absence of explicit details
regarding the actions that will occur to accomplish this, the kinds
of deeds that will be used, and the manner in which the new
owners will hold title does not change the fact that this directive
is plain on its face.

¶34 In support of its conclusion regarding the nature of the
transactions contemplated by the Fredonia Property Clause, the
district court also pointed to the language of the Contingency
Clause. See generally UDAK Props. LLC v. Canyon Creek Com. Center
LLC, 2021 UT App 16, ¶ 18, 482 P.3d 841 (“When interpreting a
contract we attempt to give effect to each provision, and we look
for a reading that harmonizes the provisions and avoids
rendering any provision meaningless.” (cleaned up)). The court
noted that the Contingency Clause provides that the Settlement
Agreement is contingent on the owners of the Fredonia Property
“either (i) agreeing to transfer their respective interests or
(ii) otherwise cooperating in executing the transfers contemplated
in the [Settlement Agreement].” The court reasoned, first, that
“[t]he use of ‘or’ in [the Contingency Clause] makes clear that
these are two alternative scenarios” and, second, that a reading of
the Fredonia Property Clause that contemplates a transfer of all of
Parcel 1 and all of Parcel 2 would “erase[] any true distinction
between ‘agreeing’ or ‘otherwise cooperating.’” In other words,
the district court believed that the Fredonia Property Clause must
be read as contemplating a transfer of either all or part of Parcel 1
and Parcel 2 so that the non-party owners could either “agree” or
“otherwise cooperate” in the contemplated transactions by doing
nothing. Any other reading, the court opined, would make the

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inclusion of two ways in which the non-party owners could fulfill
the condition in the Contingency Clause meaningless. We are not
persuaded that the language of the Contingency Clause requires
reading the Fredonia Property Clause as contemplating
transactions involving the transfer of potentially less than all of
Parcel 1 and Parcel 2.

¶35 Notably, the Contingency Clause does not say that the non-
parties can fulfill the condition set forth therein by “agreeing to
transfer their respective interests or co-operating in executing the
transfers contemplated therein.” It says that the non-parties can
fulfill the condition by “agreeing to transfer their respective
interests or otherwise co-operating in executing the transfers
contemplated therein.” (Emphasis added.) “Otherwise” means
“in a different way or manner.” Otherwise, Merriam-Webster,
https://www.merriam-webster.com/dictionary/otherwise [https:/
/perma.cc/38VY-XERS]. Thus, the Contingency Clause’s use of
“otherwise co-operat[e]” rather than merely “co-operate” plainly
indicates that the options for a non-party to fulfill the condition
set forth therein are not between “agreeing” on the one hand and
“co-operating” through inaction on the other. Instead, they are
between two different ways or manners of “co-operating in
executing the transfers,” one of which involves “co-operating”
and “agreeing” while the other involves “cooperating” without
necessarily “agreeing.”5

5. Our interpretation of the two ways in which a non-party owner
of the Fredonia Property can fulfill the condition related to the
Fredonia Property applies equally to how a non-party member of
Vermillion View can fulfill the condition related to Vermillion
View. Specifically, a non-party member of Vermillion View can
cooperate in executing the transfers the Settlement Agreement
contemplates with respect to Vermillion View’s assets by either
(1) agreeing with the contemplated transfers and thus voting for
(continued…)

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¶36 This negotiated arrangement makes sense in the context of
this dispute, which involves a trust established by a mother for
the benefit of her children. The children mediated in an attempt
to settle their differences, omitting their adult children and all but
two of their spouses from the mediation process. It is not
surprising that the sibling parties to such an agreement would
condition their own performance on their non-participating
children and spouses either (1) agreeing with the resolution
reached and therefore cooperating in executing the transfers it
contemplates or (2) not necessarily agreeing with the resolution
but at least cooperating in its execution out of consideration for
his or her parent or spouse—or in hopes of simply ending the
family conflict.

¶37 Our conclusion is supported by the fact that “cooperate”
and “execute” are action words. See Cooperate, Merriam-Webster,
https://www.merriam-webster.com/dictionary/cooperate [https:/
/perma.cc/AV4C-JF9K] (defining “cooperate” as “to act or work
with another or others”); Execute, Merriam-Webster,
https://www.merriam-webster.com/dictionary/execute [https://p
erma.cc/6FZR-S4KH] (defining “execute” as “to perform what is
required to give validity to (something),” as in to “execute a
deed”). Thus, the plain meaning of the Contingency Clause
cannot be the one adopted by the district court—namely, that a
non-party to the Settlement Agreement can “co-operat[e] in
executing” the contemplated transfers through inaction. At a
minimum, the non-party owners must cooperate in executing the
contemplated transfers, even though they need not
independently agree to them.

¶38 In sum, we conclude that the transactions plainly
contemplated by the Fredonia Property Clause are the transfer of

dissolution and distribution or (2) voting for dissolution and
distribution despite not necessarily agreeing with the
contemplated transfers.

20240002-CA 17 2026 UT App 71
In re Brown Family Trust

all of Parcel 1 to Marilyn, Pearl Ann, and Worth and all of Parcel 2
to Norris, Elaine, and Kathrin. Thus, the condition in the
Contingency Clause related to the Fredonia Property is that each
of the non-party owners of the Fredonia Property cooperates in
executing those transfers. This interpretation does not render any
portion of the Contingency Clause meaningless. Rather, it allows
non-party owners of the Fredonia Property to fulfill the
Contingency Clause’s condition by either (1) “co-operating in
executing” the transfers by agreeing to them or (2) “co-operating
in executing” the transfers despite their passive disagreement.

¶39 Because Jeffrey, a non-party owner of the Fredonia
Property, has not cooperated in the transfer of Parcel 1 to Marilyn,
Pearl Ann, and Worth and Parcel 2 to Norris, Elaine, and Kathrin
by executing his portion of those transfers, the condition related
to the Fredonia Property has not been fulfilled, and the Settlement
Agreement is unenforceable for this reason as well.

CONCLUSION

¶40 The Settlement Agreement contains two conditions that
must be fulfilled before it can be enforced: (1) the non-party
owners of Vermillion View must vote to dissolve the company
and transfer all of its assets in the manner set forth in the
Settlement Agreement and (2) the non-party owners of the
Fredonia Property must cooperate in executing a transfer of their
interests, either by agreeing to that transfer or by cooperating
despite their passive disagreement. Because those conditions
have not been fulfilled, the Settlement Agreement is
unenforceable, and we reverse the court’s order enforcing it.
Because that reversal precludes the designation of Marilyn as the
prevailing party in her action to enforce the Settlement
Agreement, we vacate the court’s award of attorney fees to her.
We remand the matter to the district court for such proceedings
as may now be appropriate.

20240002-CA 18 2026 UT App 71