Layton v. Toole

23CA1500 Layton v Toole 11-13-2025

COLORADO COURT OF APPEALS

Court of Appeals No. 23CA1500
Boulder County District Court No. 23CV14
Honorable J. Keith Collins, Judge

Angelique Layton,

Plaintiff-Appellant,

v.

Sara Toole, Russell Landau, Barry Lewis, Main 434 LLC, and RBL Financial
LLC,

Defendants-Appellees.

JUDGMENT AFFIRMED IN PART AND REVERSED IN PART,
AND CASE REMANDED WITH DIRECTIONS

Division VI
Opinion by JUDGE MOULTRIE
Welling and Brown, JJ., concur

NOT PUBLISHED PURSUANT TO C.A.R. 35(e)
Announced November 13, 2025

Angelique Layton, Pro Se

Sara Toole, Pro Se

Hatch Ray Olsen Conant LLC, Christopher J. Conant, Denver, Colorado, for
Defendants-Appellees Russell Landau, Barry Lewis, Main 434 LLC, and RBL
Financial LLC
¶1 Plaintiff, Angelique Layton, appeals the district court’s

judgment dismissing her complaint against defendants, Sara Toole,

Russell Landau, Barry Lewis, Main 434 LLC (Main 434), and RBL

Financial LLC (RBL). We affirm the judgment in part, reverse the

judgment in part, and remand the case to the district court for

further proceedings consistent with this opinion.

I. Background

¶2 This appeal is the latest chapter in the lengthy history of

highly contentious legal proceedings involving these same parties

and their dispute about ownership interests in a commercial

property located in Lyons (the property). The complex background

of numerous legal actions that preceded this appeal is set forth in

detail in RBL Financial LLC v. Main 434 LLC, (Colo. App. No.

23CA1501, Aug. 22, 2024) (not published pursuant to C.A.R. 35(e)).

Layton represented Toole in several of the legal actions involving the

property until Layton was suspended from the practice of law.1

1 Layton was suspended from the practice of law in 2021 and

subsequently disbarred in 2023 for, among other things, her
actions while representing Toole in the various legal proceedings
concerning the property. People v. Layton, (Colo. O.P.D.J. No.
22PDJ032, Apr. 19, 2023).

1
¶3 As relevant to this appeal, the parties were involved in a

foreclosure case related to the property in which a partition

proceeding was held. See id. at ¶¶ 11-15.

A. The Partition Proceeding

¶4 Layton filed a motion to intervene in the foreclosure case,

asserting that she had an ownership interest in the property. The

court in that case (the partition court) denied Layton’s motion to

intervene, reasoning, in part, that Toole was able to adequately

represent Layton’s interests in the case, “whatever interest that may

be.”

¶5 The partition court appointed a commissioner to “investigate

the facts and circumstances surrounding the ownership interests of

the [p]roperty” and make recommendations regarding the

disposition of the property.

¶6 The commissioner held an evidentiary hearing and made the

following relevant factual findings and conclusions of law:

• The property had only two record owners — Main 434

and Toole, who were each fifty percent owners of the

property.

2
• The property was encumbered by debts secured by two

deeds of trust, both owned by RBL.

• Toole filed bankruptcy after defaulting on her obligations

under the first deed of trust, which resulted in Toole’s

fifty percent interest becoming the property of the

bankruptcy estate. Toole also later defaulted on

obligations under the second deed of trust.

• Layton supplied Toole with the funds necessary to enable

Toole to repurchase her fifty percent ownership interest

from the bankruptcy estate.

• Layton made several payments to RBL to “cure” Toole’s

defaults under both deeds of trust, thereby fully

satisfying Toole’s outstanding debt obligations.

¶7 The commissioner — after considering Layton’s payments to

RBL and Toole — found that “no evidence was ever presented by

any party that Angelique Layton has any form of interest in the

[p]roperty.”

¶8 The commissioner also found that, despite Layton’s repeated

requests that Toole convey her half ownership interest in the

property to Layton, Toole “never agreed to []or complied with

3
[Layton’s] requests. Further, no evidence was ever presented that

[Toole] incurred a debt obligation to [Layton] in connection with

[Layton’s] expenditures of funds to satisfy [the debts owed under

RBL’s two deeds of trust].” The commissioner found that Layton’s

payments were instead “capital contributions” to a limited liability

company (SA Lyons) that Toole and Layton created for the purpose

of operating a restaurant at the property and concluded that

Layton’s contributions resulted in Layton gaining only an equity

interest in SA Lyons, not a “legal or ownership interest in the

[p]roperty.”

¶9 The commissioner thus recommended that the property be

partitioned by sale. The partition court adopted the commissioner’s

findings of fact and conclusions of law as an order of the court (the

partition order).

B. Layton’s Civil Complaint

¶ 10 Layton then initiated the civil suit underlying this appeal,

asserting eleven2 claims based on allegations of unjust enrichment,

fraud, contractual interference, promissory estoppel, and unfair or

2 Layton’s complaint contains eleven total claims, the last two of

which are identified as claim “ten.”

4
deceptive trade practices. Layton referenced the partition

proceeding and the partition order in the factual allegations of her

complaint.

¶ 11 Main 434 filed a motion to dismiss Layton’s complaint under

C.R.C.P. 12(b)(5) (the motion to dismiss); defendants RBL, Landau,

and Lewis joined in the motion to dismiss. We refer to defendants

Main 434, RBL, Landau, and Lewis collectively as “the Main 434

defendants.” The Main 434 defendants summarized the factual

findings from the partition order in the body of their motion to

dismiss. They also attached various documents from the partition

proceeding to the motion to dismiss, including Layton’s motion to

intervene and the partition order, and asked the court to dismiss

Layton’s complaint based on issue preclusion3 or laches. The Main

434 defendants argued that the court could consider the exhibits

attached to the motion to dismiss without converting it to a motion

3 The parties alternatively refer to “issue preclusion” and “collateral

estoppel” in the record and in their briefs. We utilize the preferred
term of issue preclusion. See Argus Real Est., Inc. v. E-470 Pub.
Highway Auth., 109 P.3d 604, 608 (Colo. 2005) (noting that the
term “issue preclusion” is preferred rather than “collateral
estoppel”).

5
for summary judgment because Layton had referenced the partition

proceeding in her complaint.

¶ 12 Layton filed a response objecting to the motion to dismiss,

arguing that the Main 434 defendants couldn’t meet their burden to

show dismissal was appropriate under Rule 12(b)(5); issue

preclusion and laches were inapplicable; and the partition court

lacked jurisdiction to enter the partition order because she was an

indispensable party who was denied the right to intervene, thus

rendering the partition order void or voidable. The Main 434

defendants filed a reply, to which they attached Layton’s order of

disbarment, which had been entered while the motion to dismiss

was pending.

¶ 13 Toole, who was unrepresented, didn’t ask to join the motion to

dismiss.

¶ 14 The court granted the Main 434 defendants’ motion to dismiss

in an order (dismissal order) that said,

The Court has reviewed Defendant Main 434
LLC’s Motion to Dismiss, Plaintiff’s response,
and Defendant’s reply. The Court notes all

6
other named defendants4 have joined in Main
434 LLC’s Motion to Dismiss. After reviewing
the pleadings, the Court adopts Defendant[s’]
argument and legal support contained in their
Motion and Reply. The Court concurs with
Defendants that this lawsuit is nothing more
than another attempt by Ms. Layton to
relitigate an issue that has been fully litigated
and a final judgment on the merits has
entered.

....

Defendant[s’] Motion to Dismiss is GRANTED.

¶ 15 This appeal followed.

II. Discussion

¶ 16 We construe Layton’s opening brief to assert that the court

erred by dismissing her complaint because (1) the partition order is

void or voidable; (2) the court misapplied the law by considering the

Main 434 defendants’ affirmative defenses and extrinsic evidence to

4 In the underlying case, the parties and the court often blur the

lines concerning which specific defendants are being referenced in
pleadings, motions, and orders.

7
resolve the motion to dismiss; and (3) her claims aren’t barred by

issue preclusion or laches.5

¶ 17 In support of her contentions, Layton argues that the court

failed to “make a proper appellate record” because it didn’t make

specific findings in the dismissal order explaining its reasoning for

dismissing the complaint. She requests that we remand this matter

to the court “for an appropriate record and findings.”

¶ 18 The Main 434 defendants argue that the court appropriately

applied the law in granting the motion to dismiss and that issue

preclusion and laches required the court to dismiss Layton’s

complaint with prejudice. They alternatively argue that, to the

extent the court treated the motion to dismiss as a C.R.C.P. 56

motion for summary judgment, Layton was “on notice” and

“assented to such conversion by relying on her own extrinsic

evidence.” Toole, who remains unrepresented, states in her answer

5 The Main 434 defendants dispute whether Layton has adequately

preserved the issues she raises on appeal as they are phrased in
her opening brief. We conclude that Layton’s arguments, as we
understand them, are adequately preserved for our review because
Layton presented the “sum and substance” of them to the district
court in her response to the motion to dismiss. Madalena v. Zurich
Am. Ins. Co., 2023 COA 32, ¶ 50 (citation omitted).

8
brief that she “concurs with the arguments submitted by [the Main

434 defendants’ attorney]” and argues that Layton’s claims that

Toole “promised a personal deed in exchange for [Layton’s] financial

contributions are . . . unevidenced, and untrue.” The Main 434

defendants and Toole ask us to affirm the judgment.

¶ 19 We first consider Layton’s assertion that the partition order is

void or voidable and conclude that we are without authority to

address the merits of this assertion.

¶ 20 We then discuss the legal principles applicable to Rule 12(b)(5)

motions to dismiss. Applying those principles to the facts of this

case, we reject Layton’s assertion that the court erred by

considering extrinsic documents and affirmative defenses in ruling

on the motion to dismiss.

¶ 21 We next consider whether the court erred by dismissing

Layton’s claims. We conclude that the court didn’t err by

dismissing Layton’s tenth claim (the promissory estoppel claim).

Layton’s promissory estoppel claim is issue precluded as to her

allegations against Toole and otherwise fails to state a plausible

claim based on a promise purportedly made by Landau. We

likewise conclude that the court didn’t err by dismissing Layton’s

9
third claim (the fraud claim) and her eighth claim (the contractual

interference claim) because the factual allegations supporting those

claims are insufficient to demonstrate that those claims are

plausible.

¶ 22 However, we conclude that the court erred by dismissing

Layton’s remaining claims based on issue preclusion and laches,

and that the court’s error wasn’t harmless.

¶ 23 Accordingly, for the reasons discussed below, we affirm in part

and reverse in part the court’s judgment.

A. The Validity of the Partition Order Isn’t Properly Before Us

¶ 24 Layton contends that the partition court lacked “jurisdiction”

to enter the partition order because she was an indispensable party

and her request to intervene was denied. She asserts that this

renders the partition order void or voidable. This contention isn’t

properly before us.

¶ 25 The partition order wasn’t decided in the case underlying this

appeal; instead, it was decided in the partition proceeding. And

Layton filed an appeal of the partition proceeding in which she

similarly argued that the partition order was void or voidable

because the partition court lacked personal jurisdiction over her.

10
See RBL Fin. LLC, No. 23CA1501, slip op. at ¶ 34. A division of this

court addressed — and rejected — her contentions. Id. And Layton

hasn’t identified a basis upon which we may address orders arising

out of a case other than the one directly before us. Barnett v. Elite

Props. of Am., Inc., 252 P.3d 14, 19 (Colo. App. 2010) (appellants

must inform the court of the authorities supporting their

contentions). Accordingly, we decline to further address this issue.

B. The Court Didn’t Err by Considering Extrinsic Documents and
Affirmative Defenses in Resolving the Motion to Dismiss

1. General Legal Principles Underlying Rule 12(b)(5) Motions

¶ 26 “A motion to dismiss under C.R.C.P. 12(b)(5) alleges that

dismissal is appropriate because, even if the facts alleged in the

complaint are true, the complaint fails to state a claim upon which

relief can be granted.” Prospect Dev. Co. v. Holland & Knight, LLP,

2018 COA 107, ¶ 11.

¶ 27 A plaintiff must allege a plausible claim for relief to survive a

Rule 12(b)(5) motion to dismiss. Scott v. Scott, 2018 COA 25, ¶ 19;

see also Warne v. Hall, 2016 CO 50, ¶ 24 (adopting plausibility

standard in Colorado). A claim is plausible when its factual

allegations raise a right to relief above the speculative level. See

11
Adams Cnty. Hous. Auth. v. Panzlau, 2022 COA 148, ¶ 50. Thus, a

plausible claim for relief must “contain either direct or inferential

allegations respecting all the material elements necessary to sustain

a recovery under some viable legal theory.” Id. (citation omitted).

¶ 28 Whether a complaint states a plausible claim for relief is

context dependent and “requires the reviewing court to draw on its

judicial experience and common sense.” Ashcroft v. Iqbal, 556 U.S.

662, 679 (2009).

2. Extrinsic Documents and Affirmative Defenses

¶ 29 In reviewing a Rule 12(b)(5) motion to dismiss, a court can

properly consider documents a plaintiff refers to and relies on —

but doesn’t attach to — their complaint. Yadon v. Lowry, 126 P.3d

332, 336 (Colo. App. 2005). Because such documents aren’t

considered to be “outside” the complaint, a court can consider them

without converting the motion to dismiss to a motion for summary

judgment. Id. An affirmative defense to a complaint generally must

be raised in an answer; however, it may be raised in a Rule 12(b)(5)

motion to dismiss if the bare allegations of the complaint — and any

documents referenced therein — demonstrate that the affirmative

defense applies. Prospect Dev. Co., ¶¶ 11, 14; see also Bristol Bay

12
Prods., LLC v. Lampack, 2013 CO 60, ¶ 44 (noting that a “litigant

may plead [herself] out of court by alleging (and thus admitting)”

facts establishing an affirmative defense (quoting U.S. Gypsum Co.

v. Ind. Gas Co., 350 F.3d 623, 626 (7th Cir. 2003))).

3. Standard of Review

¶ 30 We review de novo a court’s ruling on a C.R.C.P. 12(b)(5)

motion to dismiss. Norton v. Rocky Mountain Planned Parenthood,

Inc., 2018 CO 3, ¶ 7. In doing so, we apply the same standards as

the district court, meaning that we “accept all factual allegations in

the complaint as true, viewing them in the light most favorable to

the plaintiff.” Id. We aren’t, however, required to accept bare legal

conclusions as true. Id. If the factual allegations in the complaint

cannot, as a matter of law, support the claim for relief, then we will

uphold the district court’s grant of the Rule 12(b)(5) motion. Id.;

Bewley v. Semler, 2018 CO 79, ¶ 14; see also Carbajal v. Wells

Fargo Bank, N.A., 2020 COA 49, ¶ 13 (noting that an appellate

court may affirm a motion to dismiss on any ground supported by

the record).

13
4. Analysis

¶ 31 Layton asserts that if a court relies on extrinsic evidence in

resolving a Rule 12(b)(5) motion to dismiss, it must convert the

motion to a motion for summary judgment and only consider

extrinsic evidence that is supported by affidavits based on personal

knowledge. She argues that the court thus erred by considering

extrinsic evidence from the partition proceeding in ruling on the

motion to dismiss without applying the summary judgment

standard. We disagree.

¶ 32 Layton’s complaint specifically references various documents

in the partition proceeding, including her motion to intervene and

the partition order. The Main 434 defendants attached both of

those documents to the motion to dismiss. And because Layton

referred to and relied on those partition proceeding documents in

her complaint, the court could rely on them without converting the

14
motion to dismiss to a motion for summary judgment, as can we.6

See Yadon, 126 P.3d at 336.

¶ 33 We also disagree with Layton’s assertion that the court erred

by considering the Main 434 defendants’ affirmative defenses of

issue preclusion and laches. See C.R.C.P. 8(c) (identifying laches

and “res judicata” as affirmative defenses); Argus Real Est., Inc. v. E-

470 Pub. Highway Auth., 109 P.3d 604, 608 (Colo. 2005) (noting

that “res judicata” is an overarching term that encompasses both

claim preclusion and issue preclusion).

¶ 34 The parties have been involved in multiple court proceedings

related to the property — the history of which Layton recounts at

length in her complaint — and the purpose of the partition

6 However, to the extent that the Main 434 defendants assert that

we can and should take judicial notice of the entirety of the
partition action and any documents contained therein, we disagree,
and we decline to do so. See Bristol Bay Prods., LLC v. Lampack,
2013 CO 60, ¶ 46 (noting that a court’s power to judicially notice
court records from another proceeding “is not unlimited”); see also
Prospect Dev. Co. v. Holland & Knight, LLP, 2018 COA 107, ¶ 15
(noting that unfettered use of judicial notice without converting a
motion to dismiss to a motion for summary judgment would result
in the exception swallowing the rule). We likewise don’t consider
the disbarment order that the Main 434 defendants attached to
their reply because that document wasn’t referenced in Layton’s
complaint (nor could it have been since it was issued after Layton
filed her complaint).

15
proceeding was to determine the parties’ interests in the property.

And Layton alleges in her complaint that she has an ownership or

other interest in the property that entitles her to relief. Thus, it’s

clear from the face of Layton’s complaint that issue preclusion,

laches, or both could apply to Layton’s claims.

C. Whether the Court Erred by Dismissing Layton’s Claims

¶ 35 We next turn to our review of the claims in Layton’s complaint.

We affirm the court’s dismissal of Layton’s promissory estoppel

claim as to Toole because it’s issue precluded. We also affirm the

court’s dismissal of Layton’s promissory estoppel claim against

Landau, and her fraud and contractual interference claims against

RBL and Main 434, albeit on different grounds. However, we

conclude that the court’s dismissal of Layton’s remaining claims —

whether based on issue preclusion or laches — was erroneous.

1. Layton’s Promissory Estoppel Claim Against Toole is Barred by
Issue Preclusion

¶ 36 Issue preclusion bars relitigation of a legal or factual matter

already decided in a prior proceeding. In re Tonko, 154 P.3d 397,

405 (Colo. 2007). Issue preclusion applies when (1) the issue

sought to be precluded is identical to an issue that was actually

16
and necessarily determined in the prior proceeding; (2) the party

against whom preclusion is asserted was a party to, or is in privity

with a party to, the prior proceeding; (3) there was a final judgment

on the merits in the prior proceeding; and (4) the party against

whom preclusion is asserted had a full and fair opportunity to

litigate the issue in the prior proceeding. Id.

¶ 37 Thus, when determination of a particular issue was necessary

to the outcome of a prior action, issue preclusion applies to prevent

parties from relitigating that issue in a later proceeding, even if the

specific claims for relief are different. See Foster v. Plock, 2017 CO

39, ¶ 13. “The burden of establishing these elements rests with the

party seeking to invoke the doctrine.” Goldsworthy v. Am. Fam.

Mut. Ins. Co., 209 P.3d 1108, 1114 (Colo. App. 2008).

¶ 38 Layton argues that the court erred by dismissing her

promissory estoppel claim against Toole based on issue preclusion.

We disagree.

¶ 39 As an initial matter, we acknowledge that Toole didn’t join in

the Main 434 defendants’ motion to dismiss, despite the court

finding otherwise in its dismissal order. Thus, by adopting the

argument that Layton’s claims were barred by issue preclusion, the

17
court essentially dismissed Layton’s promissory estoppel claim

against Toole sua sponte.

¶ 40 A court may dismiss a complaint sua sponte if it appears, as a

matter of law, that the plaintiff failed to state a claim that could

survive a motion to dismiss. Schwartz v. Owens, 134 P.3d 455, 457

(Colo. App. 2005). As we discuss next, because issue preclusion

barred Layton’s sole claim against Toole, the court didn’t err by sua

sponte dismissing that claim.

a. Promissory Estoppel Legal Principles

¶ 41 A plaintiff asserting a claim for promissory estoppel must

establish four elements: (1) a promise exists; (2) the promisor

reasonably should have expected that the promise would induce

action or forbearance by the promisee or a third party; (3) the

promisee or third party reasonably and detrimentally relied on the

promise; and (4) the promise must be enforced in order to prevent

injustice. Pinnacol Assurance v. Hoff, 2016 CO 53, ¶ 32. As

relevant here, when there is no promise, “there cannot be a valid

promissory estoppel claim.” Marquardt v. Perry, 200 P.3d 1126,

1131 (Colo. App. 2008).

18
¶ 42 Layton’s promissory estoppel claim is premised on her

assertion that Toole promised to execute deed documents securing

Layton’s “contribution to the ownership interest of the property” in

exchange for the payments Layton made to “cure” the outstanding

debts that Toole owed to RBL. Layton says Toole never followed

through on her promises to execute the deed documents. And

Layton asserts that, because Toole’s promise to convey the deed

documents induced her to make the payments, “it is unjust for [her]

to be deprived of the promised ownership interest in the property.”

Layton argues that equity requires that Toole’s promise be enforced

by awarding her an ownership interest in the property.

b. Analysis

i. The Issue of Whether Toole Made a Promise that Entitled
Layton to an Ownership Interest in the Property Was Actually
and Necessarily Decided in the Partition Proceeding

¶ 43 The partition court was required to determine who held

ownership interests in the property and completely adjudicate their

rights. See § 38-28-110, C.R.S. 2025; C.R.C.P. 105; see also Bd. of

Comm’rs v. Timroth, 87 P.3d 102, 105 (Colo. 2004) (concluding that

in partition actions, “if the evidence before the court makes [an]

issue apparent, the court must reach that issue in order to grant

19
full and appropriate relief,” even if the particular issue wasn’t raised

in the pleadings).

¶ 44 Layton’s only claim against Toole is for promissory estoppel,7

the basis of which is Layton’s assertion that she and Toole had an

agreement whereby Toole promised Layton an ownership interest in

the property in exchange for Layton’s payment of Toole’s debt. This

is the same argument that Layton raised, seeking to intervene in

the partition proceeding. And because the partition court was

required to completely adjudicate the ownership interests in the

property, the partition court necessarily had to consider Toole’s

alleged agreement with Layton. See Tonko, 154 P.3d at 405.

¶ 45 In her opening brief, Layton concedes that the commissioner

took sworn testimony regarding whether there was such an

agreement between Layton and Toole. And the partition order

reflects that, after considering the evidence, which included

7 In her response to the motion to dismiss, Layton asserts that the

partition court didn’t have authority to decide her unjust
enrichment claim against Toole. Likewise, on appeal, Layton
appears to argue that the court erred by dismissing an unjust
enrichment claim against Toole. But Layton’s complaint doesn’t
assert a claim for unjust enrichment against Toole. And we may
neither rewrite a pro se litigant’s pleadings nor act as an advocate
for a pro se litigant. People v. Cali, 2020 CO 20, ¶ 34.

20
testimony from Toole and Layton, the commissioner explicitly

rejected the notion that an agreement existed between Layton and

Toole that entitled Layton to an ownership interest in the property.

¶ 46 Layton acknowledges that the commissioner determined that

her “claim of ownership did not exist at the time the [partition

order] was issued.” Yet she argues in her opening brief that even if

the partition court determined that she didn’t have an ownership

interest when it issued the partition order, “a promise of an

ownership interest subsequent to the entry of the order” should

allow her to proceed on her claim in this case. We disagree.

¶ 47 Layton doesn’t direct us to, nor have we found, any place in

the record where she alleges facts that, accepted as true, could

support the conclusion that Toole promised to convey to Layton an

ownership interest in the property after the entry of the partition

order. Brighton Sch. Dist. 27J v. Transamerica Premier Ins. Co., 923

P.2d 328, 335 (Colo. App. 1996) (“[I]t is not the duty of the reviewing

court to search the record for evidence to support bald assertions.”),

aff’d, 940 P.2d 348 (Colo. 1997). Rather, the general allegations in

her complaint only reference facts leading up to the partition

proceeding.

21
¶ 48 Thus, the primary factual issue underlying Layton’s

promissory estoppel claim against Toole is whether Toole promised

Layton an ownership interest in the property in exchange for

Layton’s payment of Toole’s property-related debts. The partition

court determined that no such promise existed. This factual issue

is identical to the issue Layton raised in the partition proceeding,

and, for the foregoing reasons, we conclude that it was actually and

necessarily decided in the partition proceeding.

ii. Layton Was in Privity with Toole

¶ 49 “Privity between a party and a non-party requires both a

substantial identity of interests and a working or functional

relationship in which the interests of the non-party are presented

and protected by the party in the litigation.” Foster, ¶ 24 (citation

modified).

¶ 50 Layton’s complaint and her motion to intervene both describe

at length the various ways that she and Toole have been intertwined

with respect to the property.

¶ 51 In addition to asserting that she had an ownership interest in

the property based on Toole’s alleged promise, Layton asserts that

she and Toole had hoped to operate a restaurant on the property,

22
had formed SA Lyons for that purpose, and had worked to address

various maintenance issues at the property. She also alleges that

she was unsuccessful in getting the Main 434 defendants to

reimburse her for expenditures related to repairing the property.

Layton made these same allegations in her motion to intervene in

the partition proceeding. And evidence considered by the

commissioner demonstrates that Layton and Toole maintained a

working relationship throughout the partition proceeding. Indeed,

the commissioner found that the evidence indicated that Layton

was paying the attorney who represented Toole in the partition

proceeding.

¶ 52 Thus, the record clearly demonstrates that Layton and Toole

were in privity with each other in the partition proceeding.

iii. The Partition Order Was a Final Judgment on the Merits

¶ 53 Layton doesn’t dispute that the partition order was a final

judgment on the merits that resolved the parties’ disputes regarding

who had a cognizable ownership interest related to the property.

Nor do we have a basis to conclude otherwise. See Nat. Energy Res.

Co. v. Upper Gunnison River Water Conservancy Dist., 142 P.3d

1265, 1282 (Colo. 2006) (noting that an order is a final judgment for

23
issue preclusion purposes when it leaves nothing further for the

court to do in order to completely determine the rights of the

parties).

iv. Layton Had a Full and Fair Opportunity to Participate in the
Partition Proceeding

¶ 54 Layton asserts that she didn’t have a full and fair opportunity

to litigate her claim that Toole promised her an ownership interest

in the property after she was denied intervention in the partition

proceeding. We aren’t persuaded.

¶ 55 Whether the party against whom issue preclusion is asserted

had a “full and fair opportunity to litigate” in an earlier proceeding

depends on the extent to which the issues are identical, whether

the party had sufficient incentive to “vigorously” litigate the issues,

and whether the remedies and procedures of the first proceeding

are substantially different from those of the second proceeding.

Madalena v. Zurich Am. Ins. Co., 2023 COA 32, ¶ 24; see also Byrd

v. People, 58 P.3d 50, 55 (Colo. 2002) (noting that if the prior

proceeding’s purposes and procedures are significantly different

than those in the current proceeding, the “full and fair opportunity

to litigate” element isn’t satisfied).

24
¶ 56 As already discussed, the issue of whether Layton had an

ownership interest in the property based on Toole’s alleged promise

to transfer deed documents is identical to the issue raised in the

partition proceeding. Likewise, Layton had sufficient incentive and

opportunity to vigorously litigate that issue in the partition

proceeding as evidenced by her attempt to intervene, her

participation as a witness, and her funding of Toole’s attorney.

That her efforts were unsuccessful does not mean she was deprived

of the opportunity to participate. And we conclude that the

purposes, procedures, and remedies that were available in the

partition proceeding are substantially similar to those available to

Layton in her civil action.

¶ 57 For example, a partition action and a civil action asserting

relief based on promissory estoppel are both subject to a

preponderance of the evidence burden of proof. See § 13-25-127(1),

C.R.S. 2025 (“[T]he burden of proof in any civil action shall be by a

preponderance of the evidence.”); see also Nicol v. Nelson, 776 P.2d

1144, 1147 (Colo. App. 1989) (holding that a promissory estoppel

claim must be established by a preponderance of the evidence).

And both types of actions are governed by the Colorado Rules of

25
Civil Procedure. See § 38-28-104, C.R.S. 2025 (requiring the

“process, practice, and procedure” of partition actions to comply

with the rules of procedure in effect at the time of the proceeding);

C.R.C.P. 1(a) (stating that the rules of civil procedure apply “in all

actions, suits and proceedings of a civil nature, whether cognizable

as cases at law or in equity, and in all special statutory

proceedings”).

¶ 58 Similarly, claims in both types of actions can be brought by

third parties. See § 38-28-101, C.R.S. 2025 (“Actions for the

division and partition of real or personal property or interest therein

may be maintained by any person having an interest in such

property.”); Hoff, ¶ 32 (noting promissory estoppel applies to

promises made to a third party). With respect to remedies, in a

partition action, the court has authority to “make such orders as it

may deem necessary to promote the ends of justice.” § 38-28-110.

And, in an action involving a promissory estoppel claim, a court has

latitude to fashion an order that requires specific or partial

performance or that awards damages, so long as the remedy is

“fashioned carefully to achieve fairness to all parties in the

circumstances of the particular case.” Kiely v. St. Germain, 670

26
P.2d 764, 767-69 (Colo. 1983). Finally, both types of actions are

subject to appeal under C.A.R. 4 — a procedural right Layton took

advantage of in the partition action. See RBL Fin. LLC, No.

23CA1501, slip op. at ¶ 18.

¶ 59 Thus, having considered the allegations in Layton’s complaint

and associated documents referenced therein, see Yadon, 126 P.3d

at 336, we conclude that Layton’s promissory estoppel claim

against Toole is issue precluded.

2. Layton Fails to State a Plausible Claim for Relief Against
Landau for Promissory Estoppel

¶ 60 An alleged promise that provides mere assurances of fair

treatment or other vague assurances are insufficient to support a

claim for promissory estoppel; rather, the alleged promise “must be

sufficiently specific so that the judiciary can understand the

obligation assumed and enforce the promise according to its terms.”

Hoyt v. Target Stores, 981 P.2d 188, 194 (Colo. App. 1998).

¶ 61 Layton alleges that Landau promised that “RBL was not

seeking an ownership interest in the property but only wanted to be

paid for the [note underlying the first deed of trust].” Even

accepting this allegation as true, Layton fails to explain — and we

27
fail to see — how Landau’s promise not to seek an ownership

interest in the property equates to Layton’s assertion that she is

entitled to an ownership interest in the property in the interest of

justice. Said differently, even if Landau made such a promise, and

reasonably should have expected his promise to induce Layton to

pay the debt secured by the first deed of trust, which Layton then

did, Layton hasn’t adequately explained how enforcing Landau’s

promise results in her being awarded an ownership interest in the

property. We reach this conclusion for two reasons.

¶ 62 First, Layton hasn’t adequately explained which of Landau’s

actions amounted to “seeking an ownership interest in the

property.” Second, even if she had, there is nothing that links

Landau’s alleged promise to an obligation that would vest Layton

with an ownership interest in the property if Landau’s promise were

enforced. To the extent that Layton asserts that the missing link is

Toole’s alleged promise to convey an interest in the property, that

assertion fails for the reasons we’ve discussed.

¶ 63 Thus, we conclude that Layton’s complaint fails to state a

plausible claim for promissory estoppel against Landau, and the

court didn’t err by dismissing it. See Carbajal, ¶ 13.

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3. Layton Fails to State a Plausible Claim for Relief Against RBL
and Main 434 for Fraud

¶ 64 Layton alleges that RBL and Main 434 committed “fraud in

retention of ownership interests” because they retained an

ownership interest in the property despite having received a

payment from her that fully satisfied the debt secured by the first

deed of trust.

¶ 65 Layton provides no authority for the proposition that “fraud in

retention of ownership” is a legally recognized basis for relief. And

while the title of her claim isn’t controlling, see Alpha Spacecom,

Inc. v. Hu, 179 P.3d 62, 65 (Colo. App. 2007), Layton’s allegations

as to this claim don’t enable us to determine the theory of fraud —

misrepresentation or concealment — under which she is seeking

recovery. See Nielson v. Scott, 53 P.3d 777, 779-80 (Colo. App.

2002) (comparing elements of fraudulent concealment with

elements of fraudulent misrepresentation).

¶ 66 While we can broadly construe Layton’s complaint, Jones v.

Williams, 2019 CO 61, ¶ 5, we won’t rewrite it for her, People v. Cali,

2020 CO 20, ¶ 34. See also C.R.C.P. 9(b) (“In all averments of fraud

or mistake, the circumstances constituting fraud or mistake shall

29
be stated with particularity.”). And because her complaint doesn’t

enable us to assess her theory of recovery with respect to fraud, see

Panzlau, ¶ 50, that claim isn’t plausible and the court properly

dismissed it.

4. Layton Fails to State a Plausible Claim for Relief for
Contractual Interference

¶ 67 Layton’s eighth claim alleges that RBL and Main 434

interfered with contracts between Toole and tenants of the property.

Layton says that Toole had lease agreements with two retail tenants

from whom Toole received rent. Layton says RBL and Main 434

“threatened” the tenants with litigation, causing the tenants to

withdraw from their leases, which in turn resulted in Toole losing

$24,000 in rental income.

¶ 68 An essential element of an action for interference with the

performance of a contract “is the existence of a contract between

the plaintiff and a third party.” Grimm Constr. Co. v. Denv. Bd. of

Water Comm’rs, 835 P.2d 599, 601 (Colo. App. 1992). Nowhere in

her complaint does Layton allege that she had existing contracts

with either tenant; instead, she only alleges that Toole had

contracts with the two tenants. She also doesn’t allege that she

30
suffered an injury herself as a result of the tenants withdrawing

from their leases, or that she is bringing this claim on Toole’s behalf

because Toole can’t exercise her own right to bring a claim based on

contractual interference.

¶ 69 Thus, Layton hasn’t demonstrated that she has standing to

bring this claim, and it therefore fails as a matter of law. Aurora

Pub. Schs. v. A.S., 2023 CO 39, ¶ 25 (noting that standing is a

jurisdictional prerequisite, the purpose of which is “to test a

litigant’s right to raise a legal argument or claim”); see also State

Bd. for Cmty. Colls. & Occupational Educ. v. Olson, 687 P.2d 429,

435 (Colo. 1984) (noting that a plaintiff may assert the rights of

third parties not before the court if the plaintiff can demonstrate (1)

an injury in fact; and (2) at least one of the following factors: the

presence of a substantial relationship between the plaintiff and the

third party, the difficulty or improbability of the third party’s ability

to assert their own rights, or the need to avoid dilution of third

party rights in the event standing is not permitted).

5. Layton’s Remaining Claims Aren’t Barred by Issue Preclusion

¶ 70 We acknowledge that many of the allegations underlying

Layton’s remaining claims were raised in the partition proceeding.

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However, we conclude her remaining claims aren’t barred by issue

preclusion because the Main 434 defendants haven’t shown that

those issues were actually decided in the partition proceeding.8

a. Layton’s Unjust Enrichment Claims

¶ 71 Claims one, two, four through seven, and nine of Layton’s

complaint (collectively, the unjust enrichment claims) allege in

substantially similar language that RBL and Main 434 have been

“unjustly enriched” by Layton’s payments, either with respect to

Toole’s debts or the repairs Layton made to the property to render

the property suitable for use. Layton raised similar issues in the

partition proceeding.

¶ 72 “[A] party claiming unjust enrichment must prove that (1) the

defendant received a benefit (2) at the plaintiff’s expense (3) under

circumstances that would make it unjust for the defendant to retain

the benefit without commensurate compensation.” Lewis v. Lewis,

189 P.3d 1134, 1141 (Colo. 2008). Unjust enrichment claims

8 We don’t address whether the Main 434 defendants have

established the remaining elements of issue preclusion because
they have failed to establish the first element. See City of Thornton
v. Bijou Irrigation Co., 926 P.2d 1, 76 (Colo. 1996) (declining to
address remaining elements of an affirmative defense when
defendant failed to establish one element).

32
require trial courts to make extensive factual findings about

particularized circumstances. Id. at 1140. The findings in the

partition order, while generally thorough, don’t demonstrate that

the commissioner actually considered whether RBL and Main 434

were unjustly enriched by Layton’s payments, even if those

payments didn’t result in Layton obtaining an interest in the

property.

b. Layton’s Deceptive Trade Practices Claim

¶ 73 Layton’s final claim asserts that the Main 434 defendants

engaged in unfair or deceptive trade practices in violation of the

Colorado Consumer Protection Act (CCPA), sections 6-1-101

to -116, C.R.S. 2025, by filing various “false” disclosure statements.

¶ 74 The CCPA authorizes civil actions for claims arising out of

alleged deceptive trade practices, so long as such claims are

brought within the applicable limitations timeframes.

§§ 6-1-113, -115, C.R.S. 2025. A person engages in “deceptive

trade practices” by, among other things, “knowingly or recklessly

mak[ing] a false representation as to the source, sponsorship,

approval, or certification of . . . property” or “knowingly or recklessly

engag[ing] in any unfair, unconscionable, deceptive, deliberately

33
misleading, false, or fraudulent act or practice.” § 6-1-105(1)(b),

(rrr), C.R.S. 2025.

¶ 75 To prove a claim of unfair or deceptive trade practices under

the CCPA, a plaintiff must show that (1) the defendant engaged in

an unfair or deceptive trade practice; (2) the challenged practice

occurred in the course of the defendant’s business; (3) the

challenged practice significantly impacted the public as actual or

potential consumers of the defendant’s goods, services, or property;

(4) the plaintiff suffered an injury in fact to a legally protected

interest; and (5) the challenged practice caused the plaintiff’s injury.

Wheeler v. T.L. Roofing, Inc., 74 P.3d 499, 506 (Colo. App. 2003).

¶ 76 Before the partition proceeding, the parties were involved in

several foreclosure actions involving the property. See RBL Fin.

LLC, No. 23CA1501, slip op. at ¶¶ 11-15. Layton alleges that the

history of transactions involving the property show that the Main

434 defendants filed “false” statements in the foreclosure actions to

collect money that wasn’t yet “due and owing.”

¶ 77 Layton made substantially similar factual allegations in the

partition proceeding. But the record does not reflect that this

specific allegation — that the Main 434 defendants’ actions

34
amounted to deceptive trade practices that impacted the public —

was raised, nor is there information from which we can conclude it

was actually decided in the partition proceeding.

6. The Court Erred by Applying the Doctrine of Laches to
Layton’s Claims

¶ 78 The Main 434 defendants also asserted laches as an

affirmative defense to Layton’s claims. In support of that defense,

they argued that (1) Layton knew of the facts giving rise to her

claims no later than November 12, 2021, when she filed the motion

to intervene in the partition proceeding; (2) it was “manifestly

unreasonable” for Layton to wait for the outcome of the partition

proceeding to then “drag all the parties who just completed their

litigation through another round of litigation”; and (3) the Main 434

defendants incurred significant costs over the course of multiple

years as a result of Layton’s unreasonable delay.

¶ 79 Laches is an equitable doctrine that may be asserted to deny

relief to a party who has engaged in “unconscionable delay” in

enforcing their own rights to the detriment of another. See People v.

Garcia, 2021 COA 65, ¶ 38, aff’d, 2023 CO 41. “A laches defense

comprises three elements: (1) full knowledge of the facts by the

35
party against whom the defense is asserted; (2) unreasonable delay

by that party in pursuing an available remedy; and (3) intervening

reliance by and prejudice to the party asserting the defense.” In re

Marriage of Kann, 2017 COA 94, ¶ 40.

¶ 80 The party asserting laches bears the burden of establishing its

elements. See Keller Cattle Co. v. Allison, 55 P.3d 257, 260 (Colo.

App. 2002). As an equitable defense, the determination of whether

laches applies is committed to the sound discretion of the district

court, and we review the court’s determination for abuse of

discretion. Bristol Co., LP v. Osman, 190 P.3d 752, 755 (Colo. App.

2007); see also Lewis, 189 P.3d at 1141 (“When considering equity

claims, a trial court’s discretion extends to both the factual basis

and application of the correct test.”). A court abuses its discretion

when its ruling is “manifestly arbitrary, unreasonable, or unfair” or

when it misapplies the law. Rains v. Barber, 2018 CO 61, ¶ 8

(citation omitted).

¶ 81 To succeed on their laches defense, the Main 434 defendants

were required to establish each of the elements of laches based on

the allegations in Layton’s complaint alone. See Prospect Dev. Co.,

¶ 14. Said differently, it was the Main 434 defendants’ burden to

36
demonstrate that, accepting Layton’s factual allegations as true and

construing them in her favor, Layton unconscionably delayed in

bringing her claims, which in turn prejudiced them. See id.; see

also Houser v. CenturyLink, Inc., 2024 COA 96, ¶ 22 (noting that we

apply the same standard as the district court on review) (cert.

granted Mar. 10, 2025); cf. Allison, 55 P.3d at 260 (holding that a

party asserting laches on summary judgment must establish that

the elements of laches have been met and demonstrate the absence

of any genuine issue of material fact).

¶ 82 Regarding the first element of laches, we have no trouble

concluding that Layton had full knowledge of the facts upon which

the Main 434 defendants’ laches defense is based given the

extensive factual allegations she makes in the complaint. However,

we conclude that the Main 434 defendants haven’t met their burden

with respect to the second element of laches.

¶ 83 Whether a delay is unreasonable is a factual question that

depends on the circumstances of each case. Kann, ¶ 42. To decide

whether a delay is unreasonable, “a trial court must weigh not only

the length of time but also the attendant circumstances.” Id. at

¶ 43. This can include consideration of the delaying party’s “assent

37
to or acquiescence in” the acts of an opposing party that the

delaying party now complains about, any waiver of rights by the

delaying party, and the nature of the involved property interests.

Id.

¶ 84 In the motion to dismiss, the Main 434 defendants merely

assert — without reference to any specific factual allegations in

Layton’s complaint — that it was unreasonable for Layton to wait

until the partition proceeding concluded to assert her claims. But

accepting Layton’s factual allegations as true, the earliest her

claims could have accrued was May 2021, when she made the first

of several payments to RBL on Toole’s behalf to prevent RBL from

foreclosing on the property. And her complaint was filed in

February 2023, which was within the applicable statute of

limitations for each of her claims. See § 6-1-115, C.R.S. 2025

(establishing three-year statute of limitations for actions alleging

unfair or deceptive trade practices absent extenuating

circumstances); § 13-80-101(1)(h), C.R.S. 2025 (establishing three-

year statute of limitations for actions based on contracts, fraud, or

“taking, detaining, or converting goods or chattels”);

§ 13-80-102(1)(a), C.R.S. 2025 (establishing two-year statute of

38
limitations for tort actions involving interference with relationships);

Sterenbuch v. Goss, 266 P.3d 428, 437 (Colo. App. 2011) (unjust

enrichment is a quasi-contract form of relief to which the three-year

statute of limitations applies); Marquardt, 200 P.3d at 1129

(promissory estoppel is based in contract principles).

¶ 85 We recognize that the length of a party’s delay is not

determinative of whether the delay was unreasonable. See Kann,

¶ 43. But the Main 434 defendants’ motion to dismiss fails to

identify facts that could support the court’s determination that

Layton unconscionably delayed in bringing her claims. Instead, the

Main 434 defendants make generalized, argumentative conclusions

that Layton acted unreasonably and in bad faith by waiting until

the partition proceeding was over to assert her claims in this case.

¶ 86 These unsupported arguments are insufficient to satisfy the

second element of laches.9 Moreover, in its dismissal order, the

court failed to provide any analysis to support its determination

that Layton — despite having filed her complaint within the

9 Because the Main 434 defendants have failed to establish the

second element of laches, we don’t address whether they
established the third element. See Bijou Irrigation Co., 926 P.2d at
76.

39
applicable statutes of limitation — unreasonably delayed in

bringing her claims. And while a court generally isn’t required to

make specific findings in granting a Rule 12 motion, see C.R.C.P.

52, the court’s lack of findings is untenable here because the court

was required to accept Layton’s factual allegations as true at this

stage of the proceedings. Cf. Cullen v. Phillips, 30 P.3d 828, 833

(Colo. App. 2001) (noting that disputed issues of material fact

precluded court’s grant of summary judgment in defendant’s favor

based on laches).

¶ 87 The court thus abused its discretion by concluding, based on

the complaint’s factual allegations, that Layton unreasonably

delayed in bringing her claims, and its application of laches to her

claims was therefore error.

7. Whether the Court’s Errors Were Harmless

¶ 88 As discussed, we conclude that the court erred by dismissing

Layton’s claims, other than her promissory estoppel claim against

Toole, based on issue preclusion and laches. That said, we may

disregard any error not affecting the substantial rights of a party.

See C.R.C.P. 61; Bly v. Story, 241 P.3d 529, 535 (Colo. 2010) (a

harmless error doesn’t affect a party’s substantial rights because it

40
neither substantially influences the outcome of the case nor impairs

the basic fairness of a trial and is therefore not grounds for

reversal).

¶ 89 Because we’ve concluded that the court’s dismissal of Layton’s

claims for fraud, contractual interference, and promissory estoppel

as to Landau was appropriate on alternate grounds, any error by

the court in also dismissing those claims based on issue preclusion

and laches was harmless.

¶ 90 Conversely, because there weren’t alternate grounds for

dismissing Layton’s claims for unjust enrichment and unfair or

deceptive trade practices, the court’s dismissal of those claims

based on issue preclusion and laches was reversible error.

¶ 91 Thus, on remand, the court must reinstate Layton’s unjust

enrichment claims and her unfair or deceptive trade practices

claim. All of her other claims remain dismissed.

¶ 92 Additionally, given the lengthy and litigious nature of the

proceedings between these parties, the parties are encouraged to be

meticulous in how they present their arguments to the court on

remand, and the court is encouraged to make particularized

findings and conclusions of law sufficient to enable any future

41
appellate review. See Supply Ditch Co. v. Elliott, 15 P. 691, 693

(Colo. 1887) (“[A]rgumentative pleading is bad, under all systems of

pleading in this country.”); C.R.C.P. 12(f) (“[T]he court may order

any redundant, immaterial, impertinent, or scandalous matter

stricken from any pleading, motion, or other paper.”); see also In re

Marriage of Humphries, 2024 COA 92M, ¶ 43 (noting that a district

court must make sufficiently explicit factual findings to enable an

appellate review); Carousel Farms Metro. Dist. v. Woodcrest Homes,

Inc., 2019 CO 51, ¶ 18 (noting that expecting appellate courts to

“take a fine-toothed comb” to the disputes of a case contributes to

appellate docket backlogs).

III. Attorney Fees and Costs

¶ 93 The Main 434 defendants request their appellate attorney fees

and costs under section 13-17-201, C.R.S. 2025. Because the Main

434 defendants have only partially prevailed on appeal, we decline

to award them their fees under section 13-17-201. See Colo.

Special Dists. Prop. & Liab. Pool v. Lyons, 2012 COA 18, ¶ 60 (noting

that section 13-17-102(2), C.R.S. 2025, doesn’t authorize recovery if

a defendant obtains dismissal of some, but not all, of a plaintiff’s

tort claims).

42
¶ 94 The Main 434 defendants also request their fees under section

13-17-102(2) because they assert Layton’s appeal is frivolous.

Section 13-17-102(6) governs the court’s authority to assess

attorney fees against a self-represented litigant and provides that

attorney fees shall not be assessed against a party appearing

without a lawyer “unless the court finds that the party clearly knew

or reasonably should have known that the party’s action . . . was

substantially frivolous, substantially groundless, or substantially

vexatious.”

¶ 95 An appeal may be frivolous if it is “taken in a case in which

‘the judgment by the tribunal below was so plainly correct and the

legal authority contrary to appellant’s position so clear that there is

really no appealable issue.’” Castillo v. Koppes-Conway, 148 P.3d

289, 292 (Colo. App. 2006) (citation omitted). Despite the

protracted litigation between the parties, under the specific

circumstances resulting in this appeal — that is, the court’s

wholesale adoption of the arguments contained in the Main 434

defendants’ motion to dismiss, which we have concluded wasn’t

appropriate — we also decline to award the Main 434 defendants

their attorney fees under section 13-17-102.

43
IV. Disposition

¶ 96 The judgment is affirmed in part and reversed in part, and the

case is remanded for further proceedings consistent with this

opinion.

JUDGE WELLING and JUDGE BROWN concur.

44