Grantsville v. Tooele

2010 UT 38
233 P.3d 461
This opinion is subject to revision before final
publication in the Pacific Reporter.
IN THE SUPREME COURT OF THE STATE OF UTAH
----oo0oo----
City of Grantsville and 	No. 20080373
the Town of Stockton,
Plaintiffs, Appellants
and Cross-appellees,
v.
Redevelopment Agency of
Tooele City; City of
Tooele; and the Tooele
County Economic Development
Corporation, 	F I L E D
Defendants, Appellees
and Cross-appellants. 	May 14, 2010
---
Third District, Tooele Dep’t
The Honorable Mark S. Kouris
No. 010300671
Attorneys: 	Scott M. Lilja, Cassie J. Medura, Lisa B. Bohman,
Salt Lake City, for appellants
Phillip W. Dyer, Gainer M. Waldbillig, Carey A.
Seager, Salt Lake City, for appellees
---
PARRISH, Justice:
INTRODUCTION
¶1 	On February 2, 1994, the City of Tooele, the Tooele
County Economic Development Corporation (“Corporation”), Tooele
County, and the Tooele County Council of Governments (“Council of
Governments”) entered into an agreement pursuant to the Utah
Interlocal Cooperation Act (“Interlocal Agreement” or
“Agreement”) relating to the redevelopment of property formerly
belonging to the Tooele Army Depot (“Base Property” or
“Property”). 	Appellants, the City of Grantsville and the Town of
Stockton (collectively, “Grantsville”), filed suit alleging,
among other claims, that the City of Tooele, the Redevelopment

1 The Interlocal Cooperation Act has been amended and
renumbered various times since the Agreement at issue in this
case. 	Because these changes do not affect our analysis we cite
to the current version throughout this opinion for clarity.
No. 20080373 	2
Agency of Tooele City (“Redevelopment Agency”), and the
Corporation breached their contractual and fiduciary obligations
to develop the Base Property or to share the profits from the
sale of the Base Property as required by the Interlocal
Agreement.
¶2 	The district court granted summary judgment for the
defendants on all claims. 	We reverse in part and affirm in part.
We hold that the district court improperly dismissed
Grantsville’s contractual claims, including its reformation
claim, because Grantsville raised a material issue of fact as to
whether the Interlocal Agreement is integrated. 	But we affirm
the district court’s order dismissing Grantsville’s remaining
claims.
FACTUAL AND PROCEDURAL BACKGROUND
¶3 	This case arises from the closure and realignment of
the Tooele Army Depot (“Depot”), a federal military installation
located in Tooele County. 	To speed up economic recovery in
communities where military bases are slated to close, the Defense
Base Closure and Realignment Act of 1990, 10 U.S.C. § 2687
(2006), provides a process whereby former base property can be
converted to new uses by public and private entities. 	To
facilitate this process, Tooele City, Tooele County, and
Grantsville each passed a resolution designating the Corporation
as the sole entity to represent their respective interests to the
Army in the base closure process. 	In turn, the Corporation
formed the Base Reuse Commission for the purpose of formulating a
base reuse plan. 	The Corporation also selected the Redevelopment
Agency as the entity to acquire title to the Depot’s real
property.
¶4 	Before the Base Reuse Plan was drafted and submitted
for approval to the Army, Tooele County, Tooele City, the
Redevelopment Agency, and the Council of Governments entered into
the Interlocal Agreement. 	The Interlocal Agreement was entered
pursuant to the Utah Interlocal Cooperation Act, Utah Code
sections 11-13-101 through 11-13-314 (2007). 1 	The Agreement
provided that the Base Property would be annexed into Tooele City
and that the Redevelopment Agency would acquire title to the Base
Property. 	The Agreement further provided that the Redevelopment
Agency acquire the Base Property “pursuant to the Base Reuse Plan

3 	No. 20080373
and lease[] [it] and manage[] [it] on an interim basis, all in
conformance with the terms and provisions of such agreements
therefor as shall be negotiated by and between the Reuse
Committee and the Army.” 	Grantsville executed the Interlocal
Agreement as a member of the Council of Governments.
¶5 	After the execution of the Interlocal Agreement, the
Corporation submitted the Base Reuse Plan to the Army for
approval. 	The Base Reuse Plan included a scheme for realigning
the Base Property to promote economic development and to create
jobs. 	On March 27, 1996, the Redevelopment Agency submitted an
application for an Economic Development Conveyance to the Army
that, if granted, would allow the Army to transfer the Base
Property to the Redevelopment Agency at no cost. 	On August 27,
1999, the Army deeded the Base Property to the Redevelopment
Agency. 	The Redevelopment Agency then sold a portion of the
Property for fifteen million dollars and paid the proceeds to
Tooele City. 	Tooele City used the proceeds to finance a new city
hall, an animal control facility, a new library, and to improve
the city golf course clubhouse. 	Additionally, each year Tooele
City transferred the interest generated from the proceeds to its
general fund as payment for “contract services.”
¶6 	Grantsville opposed Tooele City’s and the Redevelopment
Agency’s use of the Base Property and filed suit, asserting
claims for breach of contract, breach of the covenant of good
faith and fair dealing, reformation, breach of fiduciary duty,
negligent misrepresentation, promissory estoppel, unjust
enrichment, and constructive trust. 	Additionally, Grantsville
requested an accounting for the proceeds received from the sale
of the Base Property. 	Grantsville argued that Tooele City and
the Redevelopment Agency had used the proceeds from the sale of
the Base Property for Tooele City’s sole benefit and thereby
breached their duty to develop the Base Property for the benefit
of the entire Tooele County community. 	Grantsville also argued
that the Base Property remained largely unchanged from the time
it had been listed on the closure list and that Tooele City’s and
the Redevelopment Agency’s failure to develop it pursuant to the
Base Reuse Plan was a breach of the Interlocal Agreement. 	The
other governmental entities that were parties to the Interlocal
Agreement--Tooele County and the Council of Governments--did not
file suit.
¶7 	The district court granted summary judgment to Tooele
City and the Redevelopment Agency on all issues. 	Specifically,
the district court held that the plain language of the Interlocal
Agreement did not require the defendants to “share the proceeds”
from the sale of the Base Property with Grantsville. 	Grantsville
appealed. 	We affirm in part and reverse in part the district

No. 20080373 	4
court’s grant of summary judgment. 	We have jurisdiction pursuant
to Utah Code section 78A-4-103(3)(2008).
STANDARD OF REVIEW
¶8 	“We review a district court’s decision to grant summary
judgment for correctness, granting no deference to the district
court’s conclusions, and we view the facts and all reasonable
inferences in the light most favorable to the nonmoving party.”
Bodell Constr. Co. v. Robbins, 2009 UT 52, ¶ 16, 215 P.3d 933.
Additionally, “it is well established that an appellate court may
affirm the judgment appealed from if it is sustainable on any
legal ground or theory apparent on the record, even though such
ground or theory differs from that stated by the trial court.”
First Equity Fed., Inc. v. Phillips Dev., LC, 2002 UT 56, ¶ 11,
52 P.3d 1137.
¶9 	Standing is a question of law that we review for
correctness, “affording deference for factual determinations that
bear upon the question of standing, but minimal deference to the
district court’s application of the facts to the law.” 	Cedar
Mountain Envtl., Inc. v. Tooele County, 2009 UT 48, ¶ 7, 214 P.3d
95 (internal quotation marks omitted).
DISCUSSION
¶10 	The issues to be resolved in this appeal are: 	(I)
whether Grantsville has standing to bring suit for claims arising
under the Interlocal Agreement, (II) whether the district court
erred in granting summary judgment on Grantsville’s claim that
the Redevelopment Agency and Tooele City breached the Interlocal
Agreement, (III) whether the district court erred in dismissing
Grantsville’s fiduciary duty and equitable claims, (IV) whether
the district court erred in denying Tooele City and the
Redevelopment Agency’s motion to amend their complaint, and (V)
whether the district court erred in denying Grantsville’s motion
for a change of venue. 	We address each issue in turn.
I. 	GRANTSVILLE LACKS TRADITIONAL STANDING BUT HAS ALTERNATIVE
STANDING TO RAISE CLAIMS UNDER THE AGREEMENT
¶11 	Initially, we must determine whether Grantsville has
standing to bring suit against the Redevelopment Agency and
Tooele City for allegedly failing to develop the Base Property.
See Ball v. Pub. Serv. Comm’n, 2007 UT 79, ¶ 45, 175 P.3d 545
(“Prior to deciding the substantive questions presented by the
parties, this Court must ascertain whether it has subject matter
jurisdiction. . . .” (internal quotation marks omitted)); Jones
v. Barlow, 2007 UT 20, ¶ 12, 154 P.3d 808 (“[S]tanding is a

2 Because Grantsville does not argue it has standing as a
third-party beneficiary, we do not address this issue. 	See Utah
R. App. P. 24(a)(9),(c); State v. Lucero, 2002 UT App 135, ¶¶ 8-
9, 47 P.3d 107 (refusing to review an issue that was inadequately
briefed).
5 	No. 20080373
jurisdictional requirement that must be satisfied before a court
may entertain a controversy between two parties.” (alteration in
original) (internal quotation marks omitted)).
¶12 	A party can establish traditional or alternative
standing. 	See Cedar Mountain. Envtl., Inc. v. Tooele County,
2009 UT 48, ¶ 9, 214 P.3d 95. 	We hold Grantsville lacks
traditional standing but has alternative standing in this
dispute.
A. 	Grantsville Does Not Satisfy Traditional Standing
Requirements Because It Has No Legal Interest in the Interlocal
Agreement
¶13 	Grantsville argues that it has a legal interest in the
dispute and thus has traditional standing because it “consented
to being represented in the base closure process, passed
resolutions authorizing such representation and signed the
Interlocal Agreement for the purpose of implementing the
process.” 	We disagree.
¶14 	Utah’s traditional standing test requires a showing of
injury, causation, and redressability. 	See Utah Chapter of the
Sierra Club v. Utah Air Quality Bd., 2006 UT 74, ¶ 21, 148 P.3d
960. 	Under the first prong of the traditional test, “the
petitioning party must allege that it has suffered or will
‘suffer[] some distinct and palpable injury that gives [it] a
personal stake in the outcome of the legal dispute.’” 	Id. ¶ 19
(alterations in original)(quoting Jenkins v. Swan, 675 P.2d 1145,
1150 (Utah 1983)). 	Additionally, the party seeking relief must
establish that it has a “legally protectable interest in the
controversy.” 	Hogs R Us v. Town of Fairfield, 2009 UT 21, ¶ 8,
207 P.3d 1221 (internal quotation marks omitted). 	And with the
exception of those who are third-party beneficiaries or
assignees, only those who are a party to a contract have a
legally protectable interest in that contract. 2 	See Holmes Dev.,
LLC v. Cook, 2002 UT 38, ¶ 53 and n.6, 48 P.3d 895 (stating that
generally only a party to a contract has an interest in the
contract and thus standing to sue); see also Harper v. Great Salt
Lake Council, Inc., 1999 UT 34, ¶ 20, 976 P.2d 1213 (holding that
an individual who is not a party to a contract does not generally

No. 20080373 	6
have standing because the individual has no cognizable interest
in the agreement).
¶15 	Here, Grantsville does not have traditional standing
because it is not a party to the Interlocal Agreement. 	Although
Grantsville signed the Interlocal Agreement, it did not do so as
a party to the Agreement. 	Rather, it did so to acknowledge its
support for the decision of the Council of Governments to enter
into the Agreement. 	The Interlocal Agreement specifically names
the four contracting parties: 	Tooele County, Tooele City, the
Redevelopment Agency, and the Council of Governments. 	But
nowhere in the Agreement is Grantsville listed as a contracting
party. 	Additionally, Grantsville’s signature appears, along with
other Council of Government members, below the heading “Tooele
County Council of Governments.” 	Thus, Grantsville’s consent to
the redevelopment process was in its capacity as a member of the
Council of Governments and not as a party to the Interlocal
Agreement. 	As such, it lacks a protectable interest in the
Interlocal Agreement and is therefore without traditional
standing to bring suit.
B. 	Grantsville has Alternative Standing Because It Is an
Appropriate Party to Bring Suit and It Raises an Issue of Public
Importance
¶16 	Having concluded that Grantsville lacks traditional
standing, we turn to the question of alternative standing. 	A
party that fails to meet traditional standing requirements may
nonetheless qualify for alternative standing if the party is (1)
an appropriate party to bring suit and (2) the issue being
presented is one of “sufficient public importance to balance the
absence of the traditional standing criteria.” 	Sierra Club, 2006
UT 74, ¶ 41. 	We hold that Grantsville has alternative standing
because the redevelopment of the Base Property is a matter of
public importance and Grantsville is an appropriate party to
raise the claim that the Interlocal Agreement has been breached.
¶17 	First, Grantsville is an appropriate party to litigate
the issue of whether the Interlocal Agreement has been breached.
Under alternative standing analysis, a party is an appropriate
party if it has “‘the interest necessary to effectively assist
the court in developing and reviewing all relevant legal and
factual questions’” and the issues the party wishes to litigate
are “‘unlikely to be raised’ if the party is denied standing.”
Id. ¶ 36 (quoting Jenkins, 675 P.2d at 1150).
¶18 	In Sierra Club, we held that the Sierra Club was an
appropriate party because it had both the experience and the
interest in environmental litigation to effectively assist the

7 	No. 20080373
court in determining whether a proposed power plant complied with
applicable federal and state environmental law. 	Id. ¶ 42.
Similar to the Sierra Club, as a municipality and as a member of
the Council of Governments participating in the negotiations,
Grantsville has sufficient interest and experience with the
Interlocal Agreement to help this court determine whether the
terms of the Interlocal Agreement have been breached. 	As a
member of the Tooele County community, Grantsville is interested
in ensuring enforcement of any agreement to develop the Base
Property for the benefit of the entire community. 	And as a
signator to the Interlocal Agreement, in its capacity as a member
of the Council of Governments, Grantsville has knowledge
regarding the terms of the Interlocal Agreement and the context
in which it was executed. 	Additionally, as a municipal
government and a member of an interlocal entity, Grantsville is
knowledgeable about how state and local laws affect the
Agreement. 	Moreover, because the Council of Governments refuses
to bring suit in this matter, the issues Grantsville raises will
not likely be raised if Grantsville is denied standing.
¶19 	Second, the question of whether the Interlocal
Agreement has been breached is a matter of public importance.
The redevelopment of the Base Property is of significant
importance to the Tooele County community. 	The Depot’s closure
negatively affected not only Tooele City, but also the
surrounding communities. 	If Tooele City and the Redevelopment
Agency breached the Interlocal Agreement by failing to share the
proceeds of the sale of the Base Property or to redevelop the
Base Property for the benefit of the entire community, the public
has an interest in having this issue litigated. 	We therefore
conclude that while Grantsville lacks traditional standing,
Grantsville has alternative standing in this dispute because it
is an appropriate party and raises an issue of public importance.
II. THE DISTRICT COURT ERRED IN DISMISSING GRANTSVILLE’S CLAIMS
FOR BREACH OF CONTRACT AND THE IMPLIED COVENANT OF GOOD FAITH AND
FAIR DEALING
¶20 	Having determined that Grantsville has standing to
bring suit, we next address whether the district court erred in
dismissing Grantsville’s breach of contract claims. 	The district
court held that the Redevelopment Agency and Tooele City did not
breach the Interlocal Agreement because “[a]ll of the parties
. . . agreed that the Interlocal Agreement is unambiguous and is
integrated” and because Grantsville did not “identif[y] any
sharing of the proceeds clause contained within the four corners
of the Interlocal Agreement.”

No. 20080373 	8
¶21 	We conclude that summary judgment was improper on the
issues of integration and ambiguity and hold that the district
court erred in dismissing Grantsville’s breach of contract claim.
The district court dismissed Grantsville’s breach of contract
claim after construing the claim as limited to the proposition
that Tooele City and the Redevelopment Agency breached the
agreement by failing to “share the proceeds” from the sale of the
Base Property. 	But Grantsville’s complaint gave adequate notice
to defendants that Grantsville’s breach of contract claim was
based on the broader theory that defendants breached the
Agreement by failing to develop the Base Property for the benefit
of the entire community and that defendants improperly retained
the proceeds from the sale of the Property. 	We therefore hold
that summary judgment was improper.
A. 	The District Court Erred in Granting Summary Judgment on the
Issue of Integration
¶22 	The district court erred in granting summary judgment
on Grantsville’s breach of contract claim because Grantsville did
not concede the issue of integration and because Grantsville
raised a material issue of fact as to whether the Interlocal
Agreement was integrated.
¶23 	We first address whether Grantsville conceded the
issues of integration and ambiguity. 	We are unable to determine
from the district court’s order the basis for its conclusion that
Grantsville conceded these issues. 	In moving for summary
judgment, Grantsville specifically argued that the Interlocal
Agreement is not integrated and is ambiguous. 	And although
Tooele City and the Redevelopment Agency argue that Grantsville
conceded the integration and ambiguity issues by filing a cross
motion for partial summary judgment, the mere filing of a cross
motion for summary judgment does not amount to a concession
because parties are allowed to argue alternative theories. 	See
Utah R. Civ. P. 8(a); Parrish v. Tahtaras, 318 P.2d 642, 645
(Utah 1957) (“[A]lternate remedies . . . may be pleaded in
alternative form.”); see also Amjacs Interwest, Inc. v. Design
Assocs., 635 P.2d 53, 55 (Utah 1981) (“‘[A] party may make
concessions for the purpose of his motion that do not carry over
and support the motion of his adversary.’” (quoting 6 Moore’s
Federal Practice para. 56.13 at 341 to 344 (2nd ed. 1976))).
¶24 	Having concluded that Grantsville did not concede the
issue of integration, we now address whether the Interlocal
Agreement is integrated as a matter of fact. 	An integrated
agreement is defined as a “‘writing . . . constituting a final
expression of one or more terms of an agreement.’” 	Tangren
Family Trust v. Tangren, 2008 UT 20, ¶ 12, 182 P.3d 326 (quoting

9 	No. 20080373
Restatement (Second) of Contracts § 209 (1981)). 	When a contract
includes an integration clause, the contract is presumed to
contain the whole agreement and parties may not rely on extrinsic
evidence in attempting to prove that the contract is not
integrated. 	Id. ¶ 17. 	However, in the absence of an integration
clause, when a party to a contract insists that the contract is
not integrated, a “court must determine as a question of fact
whether” the writing constituted a “final and complete expression
of their bargain.” 	Bullfrog Marina, Inc. v. Lentz, 501 P.2d 266,
270 (Utah 1972), overruled on other grounds by Tangren, 2008 UT
20; see also Tangren, 2008 UT 20, ¶ 10 (“Whether a contract is
integrated is a question of fact . . . .”). 	Whether a writing is
final and complete may be proved by extrinsic evidence to “show
the circumstances under which the agreement was made and the
purpose for which the instrument was executed.” 	Tangren, 2008 UT
20, ¶ 16 n.20 (internal quotation marks omitted).
¶25 	Because the Interlocal Agreement does not contain an
integration clause, extrinsic evidence may be introduced to prove
whether the Agreement is integrated. 	Summary judgment is not
appropriate on the issue of integration if a question of fact
exists as to whether an agreement constitutes a final expression
of the parties’ bargain. 	Peterson v. Sunrider Corp., 2002 UT 43,
¶ 24 n.10, 48 P.3d 918. 	In Peterson, we stated that summary
judgment was inappropriate on the issue of contractual
integration when a question of fact existed as to whether the
agreement incorporated documents that did not exist at the time
the agreement was executed. 	Id. ¶ 24 n.10. 	Although the
plaintiff in Peterson accepted benefits under the allegedly
modified agreement, we concluded that because the documents were
not referenced in the original agreement and because one of the
other parties to the agreement testified that the agreement was
not integrated, a question of fact existed as to integration, and
therefore we held summary judgment was inappropriate. 	Id.
¶26 	As was the case with the agreement in Peterson, the
question of whether the Interlocal Agreement is integrated is not
entirely clear. 	The Interlocal Agreement provides the following:
[Base Property] shall be acquired pursuant to
the Base Reuse Plan and managed on an interim
basis, all in conformance with the terms and
provisions of such agreements therefor as
shall be negotiated by and between the Reuse
Committee and the Army, the applicable
provisions of federal base closure law, and
the provisions of the Utah Neighborhood
Development Act.

3 Tooele City and the Redevelopment Agency argue that the
Federal Base Closure and Realignment Act cannot be integrated
into the Agreement because the act does not allow for a private
right of action. 	See 32 CFR § 175.4 (1997) (The Federal Base
Closure and Realignment Act “does not create any rights or
remedies and may not be relied upon by any person, organization,
or entity to allege a denial of any rights or remedies”).
Whether federal base closure law includes a private cause of
action is irrelevant. 	Grantsville is not bringing a claim under
the Act, but rather is bringing a contractual claim asserting
that defendants breached the Interlocal Agreement by failing to
act in accordance with the Act.
4 Tooele City and the Redevelopment Agency argue that
because there is no written agreement obligating Tooele City or
the Redevelopment Agency to share the proceeds or develop the
Base Property, the Interlocal Agreement is per se integrated. 	To
support their argument, defendants cite to Utah Code section 10-
(continued...)
No. 20080373 	10
¶27 	The Interlocal Agreement’s reference to the Base Reuse
Plan and to federal base closure law could reasonably be
interpreted to suggest that the parties intended to incorporate
the Base Reuse Plan and federal base closure law into the
Agreement. 3 	This position is supported by Grantsville’s argument
that, at the time the Interlocal Agreement was executed, the
parties were in the early stages of the base reuse process. 	At
this stage, the parties needed to designate a single entity to
represent the community and interface with the Army. 	And because
the Base Reuse Plan was not even in existence at this time, it
could not be incorporated into the Agreement until a future date.
Additionally, the fact that the Agreement does not contain a
provision regarding what development, if any, is required on the
Base Property lends support to Grantsville’s argument that these
future documents were intended to become part of the Agreement.
¶28 	Tooele City and the Redevelopment Agency argue that the
Interlocal Agreement is integrated and they present evidence that
reasonably supports that position. 	For instance, Tooele City and
the Redevelopment Agency argue that summary judgment was
appropriate regarding the issue of integration because the
drafter of the Interlocal Agreement testified that the Interlocal
Agreement “expressly ‘confirms’ the understanding, intents,
purposes, and terms of the Agreement.” 	Tooele City and the
Redevelopment Agency argue that the Agreement contains all of the
terms required by the Interlocal Cooperation Act and that
“[t]here are no other written agreements concerning the Base
Property involving the Plaintiffs.” 4 	Additionally, they claim

4 (...continued)
6-138, which provides that “[t]he city recorder shall countersign
all contracts.” 	Utah Code Ann. § 10-6-138 (2007). 	This argument
is unpersuasive. 	A failure to comply with section 10-6-138
cannot be the sole basis for defeating a contractual claim. 	See
Midwest Reality v. City of W. Jordan, 541 P.2d 1109, 1111 (Utah
1975) (indicating that although no written contract existed,
there was “a sufficient memorandum of the agreement contained in
the minutes of the city council” to find that such a contract
existed); see also Canfield v. Layton City, 2005 UT 60, ¶ 17, 122
P.3d 622 (observing that an implied in fact employment contract
with a governmental entity “may arise from . . . the conduct of
the parties, announced personnel policies, practices of that
particular trade or industry, or other circumstances” (internal
quotation marks omitted)).
Tooele City and the Redevelopment Agency also argue that
compliance with the Interlocal Cooperation Act is per se evidence
of integration. 	We are unable to find nor do defendants point us
to any provision in the Interlocal Cooperation Act that states or
implies that an agreement executed in compliance with the Act is
conclusively integrated.
11 	No. 20080373
that Grantsville does not present evidence of any prior or
contemporary discussion regarding the Interlocal Agreement that
contests integration.
¶29 	While Tooele City and the Redevelopment Agency point to
facts that support their position that the Interlocal Agreement
is integrated, Grantsville presented sufficient contrary evidence
in its opposition to summary judgment to create an issue of
material fact on the integration issue. 	We therefore hold that
the district court’s grant of summary judgment on the issue of
integration was improper and remand the issue of integration to
the district court. 	On remand, in determining whether the
Interlocal Agreement is integrated, the district court may rely
on any relevant evidence, including parol evidence.
B. 	The District Court Erred in Granting Summary Judgment on the
Question of Contractual Ambiguity
¶30 	Having determined that the district court erred in
granting summary judgment on the issue of integration, we next
turn to the question of whether the Interlocal Agreement is
ambiguous. 	Because the question of ambiguity cannot be
determined until a finding is made as to integration, the
district court’s holding that the Interlocal Agreement was
unambiguous was premature and must be revisited on remand. 	See
Tangren, 2008 UT 20, ¶ 11 (stating that the issue of whether

No. 20080373 	12
parol evidence is admissible requires that the court first
determine “whether the agreement is integrated,” and “[i]f the
court finds the agreement is integrated, then parol evidence may
be admitted only if the court makes a subsequent determination
that the language of the agreement is ambiguous” (internal
quotation marks omitted)).
¶31 	“A contractual term or provision is ambiguous if it is
capable of more than one reasonable interpretation because of
uncertain meanings of terms, missing terms, or other facial
deficiencies.” 	Daines v. Vincent, 2008 UT 51, ¶ 25, 190 P.3d
1269 (internal quotation marks omitted). 	Contractual ambiguity
can occur when (1) there is “facial ambiguity with regard to the
language of the contract” and (2) when there is “ambiguity with
regard to the intent of the contracting parties.” 	Id. 	The first
situation “presents a question of law to be determined by the
judge.” 	Id. 	The second situation “presents a question of fact
where, if the judge determines that the contract is facially
ambiguous, ‘parol evidence of the parties’ intentions should be
admitted.” Id. (quoting Winegar v. Froerer Corp., 813 P.2d 104,
108 (Utah 1991)).
¶32 	On remand, the district court’s ambiguity analysis
should include two steps. 	First, the district court should
consider any “relevant and credible extrinsic evidence offered to
demonstrate that there is in fact an ambiguity” in the terms of
the Interlocal Agreement. 	Id. ¶ 31. 	In making this
determination, “[t]he only evidence relevant . . . is evidence of
facts known to the parties at the time they entered” into the
Interlocal Agreement. 	Peterson, 2002 UT 43, ¶ 19 (internal
quotation marks omitted). 	After reviewing the evidence offered,
the court may then make a finding that the Interlocal Agreement
is ambiguous “only if the competing interpretations” offered by
the parties “are reasonably supported by the language of the
[Interlocal Agreement].” 	Daines, 2008 UT 51, ¶ 31 (internal
quotation marks omitted). 	“If after considering such evidence
the court determines that the interpretations contended for are
reasonably supported by the language of the [Interlocal
Agreement], then extrinsic evidence is admissible to clarify the
ambiguous terms.” 	Peterson, 2002 UT 43, ¶ 19 (internal quotation
marks omitted). 	But “if after considering such evidence, the
court determines that the language of the [Interlocal Agreement]
is not ambiguous, then the parties' intentions must be determined
solely from the language of the [Agreement].” 	Id. (internal
quotation marks omitted).
¶33 	In summary, the district court erred in granting
summary judgment on the question of whether the Interlocal

5 Grantsville filed a Motion for Leave to File Amended
Complaint with the district court to clarify that its breach of
contract claim was based in part on the position that Tooele City
and the Redevelopment Agency failed to develop the Base Property
and improperly retained the proceeds from the sale of the Base
Property. 	While the district court never addressed this issue,
it implicitly denied Grantsville’s motion to amend by granting
summary judgment for the defendants. 	Because we conclude that
Grantsville’s complaint gave sufficient notice of its alternative
theories for breach, we need not address the district court’s
denial of Grantsville’s motion to amend.
13 	No. 20080373
Agreement is ambiguous. 	We therefore remand the issue of
contractual ambiguity to the district court.
C. 	The District Court Erred in Holding That Grantsville Did Not
Properly Plead the Basis of Its Breach of Contract Claim in Its
Complaint
¶34 	The district court dismissed Grantsville’s claims for
breach of contract and the implied covenant of good faith and
fair dealing because it concluded the plain language of the
integrated Agreement did not entitle Grantsville to any share of
the proceeds from the sale of the Base Property. 	However,
Grantsville argues that its breach of contract claim was based on
the broader premise that Tooele City and the Redevelopment Agency
breached the Interlocal Agreement by failing to conduct any
development on the Base Property and by improperly retaining the
proceeds from its sale. 	The district court refused to consider
these claims because it concluded that Grantsville did not allege
them in its complaint. 	We disagree. 5
¶35 	Under our liberal notice pleading standard, all that is
required is a “short and plain statement . . . showing that the
pleader is entitled to relief” and “a demand for judgment for the
relief.” 	Utah R. Civ. P. 8(a). 	Under this standard, “[t]he
plaintiff must only give the defendant ‘fair notice of the nature
and basis or grounds of the claim and a general indication of the
type of litigation involved.’” 	Canfield v. Layton City, 2005 UT
60, ¶ 14, 122 P.3d 622 (quoting Williams v. State Farm Ins. Co.,
656 P.2d 966, 971 (Utah 1982)).
¶36 	Grantsville’s complaint asserts that
[i]t was the intent . . . that the conveyance
of [the Base Property] . . . be for the
general benefit of each and all signatories
of the [Interlocal Agreement] . . . and not

6 Tooele City and the Redevelopment Agency argue that
Grantsville’s new “unalleged claims implicate additional
statutory and constitutional limitations and defenses.” 	To
support their argument, however, defendants merely cite to Utah
Constitution article XI, section 5, article XIV sections 3 and 4,
and various sections of the Utah Code. “[I]t is well established
that a reviewing court will not address arguments that are not
adequately briefed.” 	Ellis v. Swensen, 2000 UT 101, ¶ 17, 16
P.3d 1233 (internal quotation marks omitted); see also State v.
Thomas, 961 P.2d 299, 305 (Utah 1998) (refusing to address
arguments that were supported by a mere citation to the United
States and Utah Constitutions and to a single decision by this
court but provided no “[a]nalysis of what this authority requires
and of how the facts of [the present] case satisfy these
requirements”). 	Because Tooele City has provided no analysis of
the constitutional authority to which it cites or how the facts
of the case support its argument, we do not address this issue.
No. 20080373 	14
for the special or specific benefit of the
Tooele [Redevelopment Agency]. 	The
Department of Army would not have authorized
the [Base Property] to be conveyed and
transferred to the [Redevelopment Agency] had
they known that the benefits and values of
the property were not to be fairly and
equitably apportioned to and among all of the
municipalities and governmental agencies
signing the [Interlocal Agreement] who were
impacted by the Depot closure.
Neither [Grantsville], nor any other party or
agency of government to the 1994 Agreement,
other than Tooele City and its Redevelopment
Agency, have received any remuneration,
value, or benefit from the Tooele Army Base
realignment and ancillary property conveyance
stemming from the Depot closure.
Although somewhat vague, we conclude that this language was
sufficient to give Tooele City and the Redevelopment Agency
notice that Grantsville’s contractual claims were premised on the
complaint that defendants retained all of the benefits from the
conveyance of the Base Property and did not proceed in a manner
that would benefit the entire community. 6
¶37 	Our conclusion is buttressed by the fact that the
Redevelopment Agency and Tooele City received further notice of
the nature of Grantsville’s contractual claims during discovery.

7 To support its claim that defendants breached the
Interlocal Agreement, Grantsville cites to events that occurred
after it filed its 2001 complaint. 	On remand, Grantsville may
file a motion to supplement its complaint to include these post-
2001 actions. 	See Utah R. Civ. P. 15(d) (“Upon motion of a party
the court may . . . permit him to serve a supplemental pleading
setting forth transactions or occurrences or events which have
happened since the date of the pleading sought to be
supplemented.”).
15 	No. 20080373
For instance, in its answer to interrogatories, Grantsville
stated that defendants breached the Interlocal Agreement by
failing to “promote economic development and rapid job creation
in each of the communities that were adversely affected by the
closure of the Tooele Army Depot” and by failing to “implement
. . . a local planning process which would consider and address
the needs of the entire community.”
¶38 	Based on the language of Grantsville’s complaint, we
conclude that the district court erred in concluding that
Grantsville’s contractual claims were limited to whether Tooele
City and the Redevelopment Agency failed to “share the proceeds”
from the sale of the Base Property. 	We therefore hold that the
district court erred in not considering whether Tooele City and
the Redevelopment Agency breached the Interlocal Agreement by
improperly retaining the proceeds and by failing to perform
economic development on the Base Property. 7
¶39 	In summary, we hold that the district court erred in
granting summary judgment on the question of whether the
Interlocal Agreement is integrated and ambiguous. 	We also hold
that the district court erred in refusing to consider whether
defendants breached the Interlocal Agreement by improperly
retaining the proceeds or failing to conduct economic development
on the Property. 	We therefore remand these issues of
integration, ambiguity, and breach of contract, including breach
of the implied covenant of good faith and fair dealing, to the
district court.
III. 	THE DISTRICT COURT CORRECTLY GRANTED SUMMARY JUDGMENT ON
GRANTSVILLE’S CLAIMS FOR BREACH OF FIDUCIARY DUTY AND ON
GRANTSVILLE’S EQUITABLE CLAIMS
¶40 	Having analyzed Grantsville’s contractual claims, we
now turn to Grantsville’s claims for reformation, breach of
fiduciary duty, unjust enrichment, constructive trust, and

8 Grantsville’s complaint included claims of promissory
estoppel and negligent misrepresentation, which were also
dismissed on summary judgment. 	Because Grantsville does not
challenge the dismissal of these claims on appeal, we do not
address them. 	See Allen v. Friel, 2008 UT 56, ¶ 7, 194 P.3d 903
(“If an appellant fails to allege specific errors of the lower
court, the appellate court will not seek out errors in the lower
court’s decision.”).
No. 20080373 	16
accounting. 8 	Because the issue of whether defendants breached
the Interlocal Agreement remains to be resolved on remand, a
determination regarding reformation is premature. 	We therefore
remand the issue of reformation to the district court. 	As to the
remainder of Grantsville’s claims, we hold that the district
court correctly dismissed these claims as a matter of law.
A. 	The District Court Correctly Dismissed Grantsville’s Claim
for Breach of Fiduciary Duty Because the Redevelopment Agency and
the Corporation Never Consented to Act as Grantsville’s Fiduciary
¶41 	The district court dismissed Grantsville’s claim for
breach of fiduciary duty because Grantsville failed to come
forward with any facts establishing a fiduciary relationship
between the Corporation and Grantsville. 	Grantsville argues that
the district court’s holding was erroneous because its decision
ignored the Interlocal Agreement, the Base Reuse Plan, multiple
resolutions, and federal base-closure law, all of which expressly
stated or implied that the Corporation and Redevelopment Agency
would act as an agent for the Tooele County community. 	Because
these documents do not establish a fiduciary relationship between
Grantsville and the Corporation, we conclude that the district
court correctly dismissed Grantsville’s claim for breach of
fiduciary duty.
¶42 	A fiduciary relationship “‘results from the
manifestation of consent by one person to another that the other
shall act on his behalf and subject to his control, and consent
by the other so to act.’” 	Wardley Corp. v. Welsh, 962 P.2d 86,
89 (Utah Ct. App. 1998) (quoting Restatement (Second) of Agency
§ 1(1) (1958)). 	The manifestation of consent to form an agency
relationship can be established by contract or implied by the
factual circumstances. 	First Sec. Bank N.A. v. Banberry Dev.
Corp., 786 P.2d 1326, 1332 (Utah 1990).
¶43 	Grantsville presents no evidence that the Corporation
or the Redevelopment Agency consented to act as Grantsville’s
agent. 	While Grantsville argues that the Interlocal Agreement
and the Base Reuse Plan prove that the Corporation and

9 The district court concluded that Grantsville’s claim for
unjust enrichment failed because a valid contract existed between
the parties. 	Because we conclude that Grantsville was not a
party to the Interlocal Agreement, we affirm the district court’s
holding on other grounds. 	See First Equity Fed., Inc. v.
Phillips Dev., LC, 2002 UT 56 ¶ 11, 52 P.3d 1137.
17 	No. 20080373
Redevelopment Agency consented to an agency relationship,
Grantsville is not a party to these documents. 	Nor do any of the
documents or laws on which Grantsville relies obligate the
Corporation or Redevelopment Agency to specifically act on
Grantsville’s behalf.
¶44 	Additionally, the Corporation’s consent to a fiduciary
relationship cannot be inferred from the factual situation. 	Such
a relationship would suppose that the Corporation could act on
behalf of each member of the Council of Governments despite their
potentially competing interests in the development of the Base
Property. 	But the notion of representing multiple principals
with inconsistent interests contradicts the very essence of a
fiduciary relationship. 	See Olson v. Gaddis Inv. Co., 39 P.2d
744, 747 (Utah 1935) (stating that a fiduciary cannot serve as
the agent of “two masters” where their interests may be
inconsistent); see also Banberry Dev. Corp., 786 P.2d at 1333 (“A
fiduciary is a person with a duty to act primarily for the
benefit of another.” (internal quotation marks omitted)); Engle
v. Dist. Court 85 P.2d 627, 629 (Utah 1938) 	(same); Bear River
Valley Orchard Co. v. Hanley, 50 P. 611, 614 (Utah 1897) (same).
¶45 	Because there is no evidence that the Corporation
consented to act as Grantsville’s agent, no fiduciary
relationship was formed, and the district court correctly
dismissed Grantsville’s claim for breach of fiduciary duty as a
matter of law.
B. 	Grantsville’s Claim for Unjust Enrichment Fails Because
Grantsville Conferred No Benefit on the Defendants
¶46 	Grantsville argues that the district court erred in
dismissing its claim for unjust enrichment. 9 	A successful claim
for unjust enrichment requires that a plaintiff establish three
elements.
First, there must be a benefit conferred by
one person on another. 	Second, the conferee
must appreciate or have knowledge of the
benefit. 	Third, there must be acceptance or
retention by the conferree of the benefit

No. 20080373 	18
under such circumstances as to make it
inequitable for the conferee to retain the
benefit without payment of its value.
Allen v. Hall, 2006 UT 70, ¶ 26, 148 P.3d 939.
¶47 	Grantsville argues that “by entering into the
Interlocal Agreement, [Grantsville] conferred the benefit on the
defendants of allowing the [Corporation] and the [Redevelopment
Agency] to take control of the base closure process.” 	However,
Grantsville’s consent cannot be deemed to confer a benefit
because Grantsville was not a party to the Interlocal Agreement.
Thus Grantsville’s consent was not required. 	Therefore, the
district court was correct in dismissing Grantsville’s claim for
unjust enrichment. 	Moreover, because Grantsville bases its claim
for constructive trust and its request for an accounting on the
theory that defendants were unjustly enriched, these claims must
also fail. 	See Mattes v. Olearain, 759 P.2d 1177, 1179 (Utah Ct.
App. 1988) (“A constructive trust is an equitable remedy to
prevent unjust enrichment in the absence of any express or
implied intention to form a trust.”); Ashton v. Ashton, 733 P.2d
147, 150 (Utah 1987) (“A constructive trust is an equitable
remedy which arises by operation of law to prevent unjust
enrichment.”).
IV. THE DISTRICT COURT CORRECTLY DENIED DEFENDANTS’ MOTION TO
AMEND THEIR ANSWER AND COUNTERCLAIM
¶48 	The district court did not err in denying Tooele City’s
and the Redevelopment Agency’s motion to amend their answer and
counterclaim to include a claim of offset. 	Defendants’ proposed
amendment would require that Grantsville share in past and future
expenses associated with the Property if Grantsville should
prevail on its “share the proceeds” claim. 	The district court
denied Tooele City and the Redevelopment Agency’s motion to amend
on grounds that it was untimely. 	Specifically, the district
court found that defendants’ motion to amend was submitted “over
five years since the instigation of the suit and over two years
since the Defendants were allowed to amend their original
answer.” 	Additionally, the district court noted that defendants
had “already been given an opportunity to amend their answer in
March 2004” and that defendants’ original answer included the
claim of offset as an affirmative defense. 	Therefore, the
district court concluded that defendants’ motion was not based on
any newly discovered evidence or issues.
¶49 	Tooele City and the Redevelopment Agency argue that the
district court abused its discretion in denying their motion to
amend. 	They claim that their motion was timely filed because it

19 	No. 20080373
was submitted on April 24, 2006, which was before the deadline
set by the district court’s scheduling order. 	Additionally,
they contend that Grantsville would not be prejudiced if the
court granted their motion to amend because their claim of offset
was already alleged in the litigation as an affirmative defense.
¶50 	“Leave to amend a pleading is a matter within the broad
discretion of the trial court and we do not disturb its ruling
unless appellant establishes an abuse of discretion resulting in
prejudice.” 	HCA Health Servs., Inc., v. St. Mark’s Charities,
846 P.2d 476, 480 (Utah Ct. App. 1993) (internal quotation marks
omitted). 	A district court does not abuse its discretion by
denying a motion to amend if “the amendment does not effect any
substantial change in the issues as they were originally
formulated in the pleadings.” 	Id. (internal quotation marks
omitted). 	In St. Mark’s, we held that the district court did not
abuse its discretion by denying the hospital’s motion to amend
its pleadings because the amended pleading “failed to effect any
change in the issues before the court as to defeat the pending
motion for summary judgment.” 	Id.
¶51 	Here, as was the case in St. Mark’s, the district
court’s denial of Tooele City’s and the Redevelopment Agency’s
motion to amend is not an abuse of discretion because defendants’
amended pleadings would not have effected a change in the issues
before the court. 	Because the defendants’ original answer
already included an affirmative defense for offset, defendants’
motion to amend did not substantially change the issues before
the court but merely changed defendants’ affirmative defense to
an affirmative claim. 	Because the defendants’ motion did not
effect any substantial change in the issues on appeal and was
filed five years after the litigation was instigated, we conclude
the trial court did not abuse its discretion in denying Tooele
City’s and the Redevelopment Agency’s motion to dismiss.
V. THE DISTRICT COURT DID NOT ERR IN DENYING GRANTSVILLE’S MOTION
FOR A CHANGE OF VENUE
¶52 	Grantsville argues that the district court abused its
discretion in denying Grantsville’s motion for change of venue,
which alleged that an impartial jury could not be impaneled in
Tooele County. 	Specifically, Grantsville contends that every
citizen of Tooele County has a financial interest in the
litigation and has potentially been exposed to the local media’s
one-sided reporting of the issues in Tooele City’s favor.
Additionally, Grantsville argues that because “Tooele City
residents make up more than one-half of the total residents of
Tooele County” and because this case involves the possible
redistribution of millions of dollars from Tooele City coffers to

10 A 2008 amendment renumbered this section, which formerly
appeared as section 78-13-9. 	Because the amendment made no
substantive changes to the statute, we refer to the current
version of the statute.
11 Grantsville relies on the case of Durham v. Duchesne
County, 893 P.2d 581 (Utah 1995), to support its contention that
the district court abused its discretion in denying Grantsville’s
motion for change of venue. 	However, this case is not applicable
here. 	This case involved a negligence suit brought against a
county, where a favorable outcome for the plaintiff would have a
potentially negative financial impact on each and every juror.
Id. at 583. 	Additionally, the county courthouse was the “site of
the accident . . . [and] the jurors might improperly inspect the
accident scene and form conclusions not based on the evidence
produced at trial.” 	Id. at 582, 584. These circumstances are not
present in the instant case.
No. 20080373 	20
other local communities, it is unlikely that an impartial jury
could be impaneled.
¶53 	Utah Code section 78B-3-309(2)(2008) provides that a
court may change the place of a trial “when there is reason to
believe that an impartial trial cannot be had in the county, city
or precinct designated in the complaint.” 10 	“[T]he question of
change of venue rests largely in [the trial judge’s] judgment and
his ruling thereon will not be upset unless it clearly appears
that he abused his discretion.” 	Estate of Thorley v. Thorley,
579 P.2d 927, 930 (Utah 1978). 	A trial court does not abuse its
discretion in denying a change of venue when the allegations of
bias are based on “general apprehensions based upon conjecture.”
Id. 	Trial procedures, such as voir dire, may provide litigants
the opportunity to weed out potentially biased jurors. 	Id.
¶54 	At this point, Grantsville’s argument that an impartial
jury cannot be impaneled is mere conjecture. 11 	The jury in this
case will consist of residents from Tooele City, as well as
residents of the surrounding community. 	Additionally, voir dire
provides the litigants with the opportunity to weed out
potentially biased jurors. 	We therefore hold the trial court did
not abuse its discretion in denying Grantsville’s motion for
change of venue. 	However, on remand, if Grantsville is able to
produce evidence that an impartial jury cannot be impaneled, the
district court may consider any subsequent motion filed by
Grantsville for a change of venue.

21 	No. 20080373
CONCLUSION
¶55 	Because Grantsville signed the Interlocal Agreement as
a member of an interlocal entity, and not in its own individual
capacity, we conclude that Grantsville lacks traditional standing
to assert contract claims under the Agreement. 	But we find that
Grantsville has alternative standing because it is an appropriate
party and it raises matters of public importance.
¶56 	As to Grantsville’s contractual claims, we hold that
the district court erred in its finding that the Interlocal
Agreement was integrated and unambiguous. 	We also hold that the
district court erred in limiting Grantsville’s contractual claim
to the issue of whether defendants breached the Agreement by
failing to share the proceeds. 	We therefore remand these issues
for further proceedings.
¶57 	As to the other claims and cross-claims on appeal, we
hold that the district court properly granted summary judgment on
the claims for breach of fiduciary duty, unjust enrichment,
constructive trust, and accounting but remand the issue of
reformation. 	We also hold that the district court did not err in
dismissing Tooele City’s and the Redevelopment Agency’s motion to
amend nor did it err in denying Grantsville’s motion for a change
in venue. 	We affirm in part and reverse in part the orders of
the district court and remand for proceedings consistent with
this opinion.
---
¶58 	Chief Justice Durham, Associate Chief Justice Durrant,
Justice Wilkins, and Justice Nehring concur in Justice Parrish’s
opinion.