Giles v. Mineral Resources International

2014 UT App 37
_________________________________________________________
THE UTAH COURT OF APPEALS
JAMES GILES,
Plaintiff and Appellee,
v.
MINERAL RESOURCES INTERNATIONAL, INC.,
Defendant and Appellant.
Memorandum Decision
No. 20120950-CA
Filed February 13, 2014
Second District Court, Ogden Department
The Honorable Ernest W. Jones
No. 110907786
Mark L. Anderson and Paul H. Johnson, Attorneys
for Appellant
Donald L. Dalton, Attorney for Appellee
JUDGE JAMES Z. DAVIS authored this Memorandum Decision,
in which JUDGES STEPHEN L. ROTH and MICHELE M.
CHRISTIANSEN concurred.
DAVIS, Judge:
¶1 Mineral Resources International, Inc. (MRI) appeals the trial
court’s grant of summary judgment and award of attorney fees in
favor of James Giles. We remand the summary judgment ruling for
clarification by the trial court. We vacate the trial court’s award of
attorney fees and remand for further proceedings on that issue
consistent with this decision.
I. Summary Judgment
¶2 “[S]ummary judgment is appropriate only when there is no
genuine issue as to any material fact and the moving party is

Giles v. Mineral Resources International
20120950-CA 2 2014 UT App 37
entitled to a judgment as a matter of law.” Wilcox v. Anchor Wate,
Co., 2007 UT 39, ¶ 10, 164 P.3d 353 (citation and internal quotation
marks omitted); see also Utah R. Civ. P. 56(c). We review the trial
court’s grant of summary judgment for correctness and “view the
facts and all reasonable inferences drawn therefrom in the light
most favorable to the nonmoving party.” Wilcox, 2007 UT 39, ¶ 10
(citation and internal quotation marks omitted).
¶3 Giles’s complaint presented three alternative theories by
which he sought a declaration that a two-year non-competition
agreement he signed with MRI (the Agreement) “has no validity,
force, or effect.” Those three theories are (1) that the Agreement
was never valid, (2) that Giles never breached its terms, and (3) that
the Agreement expired by its own terms on February 22, 2012. He
continued to argue these three theories in his motion for summary
judgment, memorandum in support of that motion, and several
other filings.
¶4 It was not until the hearing on Giles’s motion for summary
judgment that he focused primarily on the theory that the
Agreement had expired on February 22, 2012. At that hearing, the
trial court asked Giles to clarify what he was asking the court to do
with his motion. Giles’s trial counsel responded, “The ruling that
we would urge upon the Court is that as of February 22, . . . 2012,
the noncompetition agreement is of no further—no continued
validity, force or effect . . . .” The trial court paraphrased the
request as seeking a declaration that Giles “can go out now and
compete” because the two years have passed. Giles’s trial counsel
nodded in agreement with this summary. The court further
clarified that its ruling granting summary judgment on this point
would not “affect [MRI’s] claims for damages or relief” arising out
of its unrelated counterclaim or a future claim “that [Giles]
somehow breached [the Agreement during] that two year period.”
In various parts of the record, it seems that Giles, through his trial
counsel, agreed with this point, recognizing that MRI still has
several years before the statute of limitations bars its ability to
bring “future claim[s] for breach of the covenant” that arose out of

Giles v. Mineral Resources International
1. Claims still allowed under the Agreement would, of course, be
subject to the applicable statute of limitations and related doctrines.
20120950-CA 3 2014 UT App 37
conduct occurring before February 22, 2012. Accordingly, the trial
court’s order granting Giles’s motion for summary judgment
stated, “It is hereby ordered, adjudged, declared, and decreed that
as of February 22, 2012, the Non-Competition Agreement that is the
subject of the action between the parties hereto has no validity,
force, or effect.” In a separate but concurrently-issued ruling, the
court dismissed the other two theories pleaded in Giles’s
complaint, stating, “[A]ny other claim in the Complaint for
Declaratory Judgment is dismissed, without prejudice.”
¶5 MRI agrees that the Agreement expired on February 22,
2012, by operation of its terms. MRI’s appeal arises out of its
concern that the trial court’s summary judgment ruling can be
interpreted as having ruled in Giles’s favor on Giles’s two other
claims, rather than dismissing those claims without prejudice. The
broad wording in the ruling, MRI contends, amounts to a
declaration that the Agreement has never been enforceable. As a
result, MRI argues that the ruling has the potential to preclude its
ability to pursue any subsequently discovered claims against Giles
stemming from actions that occurred before the Agreement
expired. MRI’s trial counsel explained at a hearing after the trial
court’s entry of summary judgment, “If we had gotten a motion for
summary judgment that said that the time has run [on the
Agreement] and the events which occurred during that period of
time are still available to us as potential causes of action, we’re
fine.”
¶6 The record supports MRI’s argument that the trial court
intended to declare the Agreement unenforceable as to conduct
occurring after February 22, 2012, while leaving untouched MRI’s
ability to enforce the Agreement for violations that may have
occurred before it expired. The transcripts from the hearings in the1
trial court illustrate the parties’ and the court’s confusion. While we

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20120950-CA 4 2014 UT App 37
recognize that “the language in the court’s final written order
controls,” not the “language used during the hearing,” Evans v.
State, 963 P.2d 177, 180 (Utah 1998), the language employed in the
summary judgment ruling is not entirely clear and could be
interpreted in more than one way, particularly given the fact that
the ruling is contained in three separate orders. Accordingly,
because it is not clear from the trial court’s written order whether
it intended to do more than declare that the Agreement had
expired, we direct the trial court on remand to enter an order
clarifying the intended scope of its ruling. See Pennington v. State,
2005 UT App 330, ¶¶ 6–7, 120 P.3d 42 (remanding for clarification
of an order subject to “competing interpretations”); State v.
Peterson, 869 P.2d 989, 992 (Utah Ct. App. 1994) (remanding for
clarification where the trial court’s order was unclear and the
court’s intent could not be determined from the record); cf. Dunlap
v. Stichting Mayflower Mountain Fonds, 2005 UT App 279, ¶ 5, 119
P.3d 302 (clarifying that its earlier ruling reversing summary
judgment and “remand[ing the case] for further proceedings
consistent” with that decision was not an order that the trial court
enter a specific judgment on remand (alteration in original)
(internal quotation marks omitted)).
II. Attorney Fees
¶7 Next, MRI argues that the trial court erroneously identified
Giles as the prevailing party and awarded him attorney fees. The
Agreement provides, “If any legal action arises under this
agreement or relating thereto, . . . [t]he prevailing party shall be
entitled to costs and reasonable attorney’s fees.” The trial court
found that Giles “prevailed on the question of whether or not [the
Agreement] had expired.” The court also found that MRI did not
“prevail on anything” where it “didn’t win on the question of
whether or not the [Agreement] was valid or whether [Giles] had
breached [it because the court] never made a finding one way or
another.”

Giles v. Mineral Resources International
20120950-CA 5 2014 UT App 37
¶8 MRI argues that Giles was not the prevailing party because
he prevailed on only one of the three causes of action he had raised
and the one claim that Giles prevailed on was not disputed by MRI.
Instead, MRI considers itself the prevailing party, arguing that it
“won the greater percentage of the total claims that” had been
asserted. Giles argues that he raised only one claim for relief in his
complaint and that the trial court’s grant of his motion for
summary judgment resolved that claim in his favor.
¶9 “Whether a party is the prevailing party in an action is a
decision left to the sound discretion of the trial court and reviewed
for an abuse of discretion.” Larry J. Coet Chevrolet v. Labrum, 2008
UT App 69, ¶ 16, 180 P.3d 765; accord R.T. Nielson Co. v. Cook, 2002
UT 11, ¶ 25, 40 P.3d 1119. “But the related question of whether the
trial court’s findings of fact in support of an award of fees are
sufficient is a question of law that we review for correctness.” Neff
v. Neff, 2011 UT 6, ¶ 48, 247 P.3d 380 (citation and internal
quotation marks omitted).
¶10 “Where it is not manifestly obvious which party was the
‘successful’ or ‘prevailing’ party,” Stonecreek Landscaping, LLC v.
Bell, 2008 UT App 144U, para. 7 (mem.), and when interpreting
“contractual ‘prevailing party’ language,” a court should employ
a “‘flexible and reasoned’ approach,” A.K. & R. Whipple Plumbing
& Heating v. Guy, 2004 UT 47, ¶ 14, 94 P.3d 270 (quoting Mountain
States Broad. Co. v. Neale, 783 P.2d 551, 556 n.7 (Utah Ct. App.
1989)). This approach should take into consideration “the
significance of the net judgment in the case” and “the amounts
actually sought[,] . . . balanc[ed] . . . proportionally with what was
recovered.” Id. ¶ 26 (citation and internal quotation marks
omitted). “Implicit in this rul[e] is the notion that courts should not
ignore common sense when deciding which party prevailed.” Id.
¶ 11 (construing the rule expressed in Mountain States, 783 P.2d at
557). Additionally, it is possible that neither party is entitled to
attorney fees as the prevailing party; our supreme court has
explicitly recognized that it has “‘never . . . applied any standard

Giles v. Mineral Resources International
2. Giles contends that this line of cases is inapplicable because the
cases involve multiple claims on which both parties had some
success. Giles categorizes his complaint as presenting a “single
claim [with] various faces” that he “successfully prosecut[ed].”
Implicitly, the trial court rejected Giles’s categorization of his
complaint as alleging a single claim, and we agree, particularly in
light of Giles’s conflicting statements of having more than one
claim, the trial court’s ruling that “all other claims were dismissed
without prejudice,” and the fact that each of the three “faces” to
Giles’s “claim” implicated distinct declaratory judgments.
Accordingly, the attorney-fee rules outlined above are applicable
here.
20120950-CA 6 2014 UT App 37
that precludes a finding of a draw.’” Neff, 2011 UT 6, ¶ 70 & n.49
(quoting A.K. & R. Whipple, 2004 UT 47, ¶ 22); see also A.K. & R.
Whipple, 2004 UT 47, ¶ 22 (noting that a finding of a draw and
subsequent award of no attorney fees may be upheld even in the
face of statutory language stating “that a prevailing party shall be
entitled to fees” (citation and internal quotation marks omitted)).2
¶11 Here, the trial court did not analyze any of these factors
before awarding Giles his attorney fees as the prevailing party. See
J. Pochynok Co. v Smedsrud, 2005 UT 39, ¶¶ 12–13, 116 P.3d 353
(reversing the issue of attorney fees where the trial court’s
reasoning supporting its attorney fees award was not apparent in
the record on appeal). Although the trial court dismissed two of
Giles’s claims without prejudice, Giles did not formally withdraw
either of those claims. Further, there is sufficient information in the
record to determine that the issue of the Agreement’s expiration
was not in dispute, undermining the notion that there is a
prevailing party here. Because the trial court cursorily concluded
that Giles was the prevailing party based on its grant of summary
judgment on an arguably uncontested claim and its dismissal
without prejudice of the two claims that were contested, we vacate
the trial court’s attorney-fees ruling. See A.K. & R Whipple, 2004 UT
47, ¶¶ 27–28 (concluding that the trial court’s explanation of its

Giles v. Mineral Resources International
3. Because of the manner in which we have ruled on the trial
court’s prevailing-party determination, we need not address MRI’s
challenge to the amount of attorney fees the court awarded to
Giles. However, to the extent this issue may appear on remand, we
recognize that “the trial court has broad discretion in determining
what constitutes a reasonable fee.” See Dixie State Bank v. Bracken,
764 P.2d 985, 991 (Utah 1988). The amount the trial court awards
“must be supported by evidence in the record,” though “what
constitutes a reasonable fee is not necessarily controlled by any set
formula.” Id. at 988–89; see also Alexander v. Brown, 646 P.2d 692, 695
(Utah 1982) (affirming the trial court’s calculation of attorney fees
as an amount in between the figures suggested by counsel on each
side). We also decline to address MRI’s challenge that the trial
court erred in awarding Giles attorney fees based on its arguments
that the evidence supporting Giles’s request was disputed and
deemed inadequate by the trial court; Giles never complied with
the trial court’s request for additional affidavit evidence indicating
the amount of attorney fees incurred in pursuing each of his claims.
See generally Reighard v. Yates, 2012 UT 45, ¶ 41, 285 P.3d 1168 (“A
court cannot award all attorney fees requested if they have not
been allocated as to separate claims, but may deny attorney fees for
(continued...)
20120950-CA 7 2014 UT App 37
rationale in denying attorney fees to either party and declaring the
case a draw was adequate, even though it was “lacking in detail,”
because the trial court articulated the “common sense factors” it
considered in addition to the principles embodied in the “‘net
recovery rule’”). This “insufficiency of information requires that we
. . . remand this case to the trial court for a determination of
awards” in accordance with this decision. See J. Pochynok Co., 2005
UT 29, ¶ 13. It is also important to note here that “[o]ur difficulty
is with the trial court’s process, not necessarily the outcome.” See
id. (recognizing that “[a]fter a determination of the awards and
offsets likely considered and made by the jury, it is entirely
possible that the trial court might once again conclude that the
[respondents were] the successful party”).3

Giles v. Mineral Resources International
3. (...continued)
failure to allocate.”); Estate of Covington ex rel. Covington v. Josephson,
888 P.2d 675, 679 (Utah Ct. App. 1994) (explaining that when the
relevant facts regarding attorney fees are disputed, “a trial court
must take evidence of the reasonableness of attorney fees
altogether and make findings thereon” and noting that undisputed
relevant facts can be in the form of an unrebutted affidavit).
4. In light of the manner in which we resolved the issues presented
on appeal, we deny Giles’s request for attorney fees incurred on
appeal. MRI did not request attorney fees on appeal, and we
accordingly do not award any. See generally Valcarce v. Fitzgerald,
961 P.2d 305, 319 (Utah 1998) (noting that the party prevailing on
appeal is entitled to attorney fees incurred on appeal if that party
was also awarded attorney fees below).
20120950-CA 8 2014 UT App 37
¶12 In sum, we vacate the trial court’s attorney fee award and
remand for the entry of further findings in support of such an
award as the court deems appropriate. We also instruct the trial
court to enter an order clarifying the scope of its summary
judgment ruling.4