Reid v. All Surface

2025 UT App 134

THE UTAH COURT OF APPEALS

ESTHER REID AND MINA RICHINS,
Appellants,
v.
ALL SURFACE LC, BRAD WATSON, AND DAVID SMITH,
Appellees.

Opinion
No. 20230675-CA
Filed September 5, 2025

Fourth District Court, Provo Department
The Honorable Christine S. Johnson
No. 200400795

Sean Nobmann, Attorney for Appellants
S. Spencer Brown, Attorney for Appellees

JUDGE JOHN D. LUTHY authored this Opinion, in which
JUDGES MICHELE M. CHRISTIANSEN FORSTER and DAVID N.
MORTENSEN concurred.

LUTHY, Judge:

¶1 Esther Reid and her mother, Mina Richins, discovered a
large puddle of water in the basement of Reid’s home, where
Richins also lived. Water had been seeping into a wall between a
bathroom shower and the furnace room for some time, and mold
had begun to grow in the wall. Reid contracted with All Surface
LC to install a new shower and, she contends, to remediate the
mold. All Surface installed a new shower but did not remediate
the mold. Two years later, Reid discovered that the mold had not
been remediated and that it was a likely cause of health problems
that she and her family were experiencing. Reid and Richins sued
All Surface and two of its employees, alleging breach of contract,
breach of the covenant of good faith and fair dealing, fraud,
Reid v. All Surface

negligent misrepresentation, civil conspiracy, negligence, and
breach of the implied warranty of habitability.

¶2 All Surface and the other defendants moved for summary
judgment on all of Reid and Richins’s claims, arguing (among
other things) that the claims were barred because All Surface’s
contract with Reid was integrated and released All Surface from
liability for “any and all claims . . . resulting from mold.” The
district court granted the motion and entered judgment in favor
of the defendants. Reid and Richins then filed a motion to alter the
judgment under rule 59 of the Utah Rules of Civil Procedure, and
the court denied that motion. Reid and Richins now appeal,
asserting that the court erred in granting summary judgment and
in denying their post-judgment motion. We affirm.

BACKGROUND 1

The Flood and Mold

¶3 A shower in the basement bathroom of Reid’s home shares
a wall with the home’s furnace room. On the furnace room side,
the wall was not finished—no drywall covered the studs. On the
shower side, the studs were covered with “green board” drywall,
which in turn was covered by plywood or other wood paneling,
over which tile had been laid. At some point, a condensation drain
line had been run from the furnace, through the wall, and into the
shower, about “[s]ix inches or a foot” “above the floor of the
shower stall.” The drain line “went straight through the wall and
ended.” “It didn’t have a downward angle to it or anything like

1. “In reviewing a district court’s grant of summary judgment, we
view the facts and all reasonable inferences drawn therefrom in
the light most favorable to the nonmoving party and recite the
facts accordingly.” Ockey v. Club Jam, 2014 UT App 126, ¶ 2 n.2,
328 P.3d 880 (cleaned up).

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Reid v. All Surface

that,” and the hole it came through “was not sealed.” As a result,
when the condensation from the furnace “sprayed out of [the
drain line], some of that water [would go] into the wall.” This
eventually caused the furnace room and bathroom to “flood,”
creating “a pretty deep puddle of water.” Because the “seepage
into the wall had likely been going on for a while” before the
rooms flooded, the wall was “soft and rotting,” and “mold . . .
[had] start[ed] to grow.”

Reid Obtains Bids for Remediation Work

¶4 After discovering the puddle, Reid and Richins “sopped
up all the water, vacuumed [the area] with a shop vacuum, [and]
got fans in there.” Reid then “had somebody come to test if the
walls were dry” and to otherwise “look at stuff.” That person told
Reid she was “doing all the right things.”

¶5 Reid knew she “needed to take care of the wood around
the shower,” so she called about ten different mold remediation
companies to get bids for the needed work. One company
(Remediation Company) explained to Reid that “when you’re
dealing with rotted wood and possible mold, . . . you need to set
up a containment and have air scrubbers running with a negative
air pressure so that . . . anything that’s stirred up is not spread
through the house.” Remediation Company gave Reid a bid to
tear out and remodel the whole bathroom and remediate the
mold. However, because the shower was smaller than the size of
standard shower inserts, Remediation Company suggested that it
“do all the tear-out and mold remediation” but that Reid ask a
different company—namely, All Surface—to install a new shower
because All Surface “could do a custom shower” that would be
“guaranteed to never leak.”

¶6 Reid called All Surface, and on March 9, 2017, All Surface
sent a sales associate, Brad Watson, to “inspect[] the downstairs
bathroom.” Reid showed Watson the mold on the wall. Watson

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Reid v. All Surface

then gave Reid a presentation regarding All Surface’s shower
inserts. According to Reid, Watson also told her that, in addition
to putting in a new shower, All Surface could “do full mold
remediation, tear everything out, [and] reframe the shower.” In
reality, All Surface was not certified or licensed to remediate
mold. Reid decided that, rather than have Remediation Company
do the tear-out and mold remediation and All Surface do the new
shower, she would have All Surface do all the work.

Reid’s Contract with All Surface

¶7 Watson prepared a contract between Reid and All Surface
(the Contract), and Reid signed the Contract on March 9, 2017. 2
The first page of the Contract assigns a job number to the
agreement, outlines a contract price of $8,470, notes that it is for a
“Fast bath 3-4 weeks,” and contains Reid’s signature with a date.
Just above Reid’s signature, the opening paragraphs of the
Contract (the Opening Paragraphs) state as follows:

It is important that the customer is confident
everything that has been promised to them is listed
in writing on this Customer Agreement and the Job
Specification Forms.

This means that all services, products, and
accessories are listed in the Job Specification forms

2. During her deposition, Reid testified that Watson characterized
the Contract as “just . . . the fine print stuff” and that she was not
given sufficient time to read the Contract before signing it.
However, she has not argued that the Contract should be voided
because she was unable to read it. Additionally, she
acknowledges that she received a copy of the signed Contract the
day after she executed it, that the Contract included a clause
giving Reid a limited right to cancel the Contract, and that she did
not exercise that right.

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Reid v. All Surface

attached are used as the guide to order all labor and
products and to complete the Bathroom Remodel
successfully. Please review and sign all Agreement
and Job Specification Forms to insure
understanding of the services that will be
performed. The Customer understands that items
not listed have not been charged for and any
additional services or products added and
approved by the customer will require a Change
Order Request Form.

¶8 The second page of the Contract contains a number of
general provisions, including the following “RELEASE” clause:

Customer agrees to indemnify, hold harmless,
release, and forever discharge (“Release”) All
Surface . . . from and against any and all claims,
demands, suits, judgments, and costs incurred by
reason of or resulting from mold or mildew found
or not found, seen or unseen, discovered at the time
of the job or in the future. Customer agrees that [All
Surface] can stop the job upon discovery of any
mold, and Customer will be responsible for
remediation of the mold and any and all extra fees
and/or charges if mold and/or mildew are found on
the job site.

¶9 The last four pages of the Contract each have the heading
“Home Improvement Agreement: Specifications.” The first of
these specifications pages lists the job number that appears on the
first page of the Contract and contains a section titled “Customer
Responsibility Section,” which was left blank. The remainder of
the first specifications page has separately titled sections that can
be filled in with details regarding the work to be performed by All
Surface. Those sections are titled, “DEMOLITION,”

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Reid v. All Surface

“PLUMBING,” “ELECTRIC & LIGHTING,” and “WALLS
& CEILING Prep.”

¶10 The “DEMOLITION” section lists “Sub-floor,” “Floor,”
“Wall,” and “Tub/Shower Base” as potentially applicable
categories of demolition work to be done by All Surface, with an
option to indicate “Yes” or “No” next to each category. The word
“YES” was added next to “Tub/Shower Base,” and the remainder
of that section was left blank, including the space for providing
additional details about the anticipated demolition work. In the
“PLUMBING” section, the word “YES” was added next to “New
Plumbing Lines,” and in the associated space for providing
additional details, this sentence was added: “We are connecting
the over flow valve from [the] furnace onto the main drain.” No
markings or text was added to the “ELECTRIC & LIGHTING”
and “WALLS & CEILING Prep” sections to indicate that work in
these categories would be done by All Surface.

¶11 The second and third specifications pages contain
designated sections for detailing the components of the shower
and bathroom that All Surface would be installing. In the
corresponding sections of those pages, the Contract indicates that
All Surface would install a “30x30 low threshold shower base,”
“Smooth Only” shower panels of specified sizes and bends, “a 30
inch curtain rod,” “Biscayne” corner shelving, and a “Brushed
Nickel finish.” In the space for designating “Custom Plumbing
Fixtures,” this information was again inserted: “We are
connecting the over flow pipe from the furnace into the shower
drain.”

¶12 The fourth specifications page contains a section for noting
whether there are “special rules, regulations or contracts required
for [All Surface’s] performance of the project with any relevant
association such as a condo or homeowner’s association.” No
notes were added to this section. The fourth specifications page
also contains a “Required” section for sketching the bathroom

20230675-CA 6 2025 UT App 134
Reid v. All Surface

floorplan before and after All Surface’s anticipated work. No
sketches were added to this page.

¶13 Finally, each of the specifications pages contains a line for
a “Customer Approval Signature.” Reid did not sign any of the
specifications pages.

Smith’s Post-Contract Email

¶14 After Reid signed the Contract but before All Surface began
its work, Reid ended up having a furnace company “come and
reroute the condensation drain line so that it would go directly
into . . . the sewer line.” At about the same time, Reid asked All
Surface’s general manager, David Smith, to send her an email
explaining, as Reid put it, “the plan for what we were going to do
so that I could share it with the furnace company so they [would
know] what the plan was.” Smith responded by sending Reid the
following email (Smith’s post-Contract email) on April 28, 2017:

When my sales consultant, Brad Watson was
in your home on 3/9/2017 he observed and
discussed with me the following conditions:

There was extensive mold in the furnace
room on the wall on the backside of the shower stall
in your basement bathroom. He could tell that the
wall had been recently saturated enough that it had
become damaged and allowed mold to grow. A
plumber had added a temporary extension to the
condensation drain pipe that kept it from going
[through] the wall and took it close to the drain and
that stopped the flooding. I have a hard time
believing that was meant to be permanent. A
permanent solution is still needed and the damage
from the flood repaired. But there doesn’t currently
seem to be any leaking or flooding.

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Reid v. All Surface

The remedy for this issue is to add an
additional drain connected to the main line in the
furnace room for the [condensation] drain pipe. The
mold needs to be treated and the area cleaned of all
mold. The framing of the shower stall needs to be
replaced and the shower stall redone. The cost of
this project is approximately $8400.

Let me know if you have any questions or
concerns. Pictures can be provided upon request.

During her deposition, Reid testified that if Smith’s post-Contract
email “had not said those things, [she] would not have moved
forward with [the Contract].” Reid also testified that she expected
All Surface would be doing mold remediation work “because that
was what [Watson] promised.”

Remediation Company Paints Over Mold and All Surface Replaces
Reid’s Shower

¶15 In early June 2017, not knowing when All Surface would
begin its work, Reid contacted Remediation Company and asked
it to come paint the mold-covered area with KILZ 3 to “just seal it”
so that when All Surface later “carried it out of the house, . . . [the
mold] would be sealed in there and not be floating around.” On
June 12, 2017, Remediation Company came and painted over the
visible mold with KILZ.

¶16 All Surface began its work on June 26, 2017, and completed
it the next day. It removed the old shower down to the wood
paneling on the shower side of the walls and installed a new

3. The KILZ company sells paint and primer products, including
at least one that is advertised as a sealant and as being “mold and
mildew-resistant.” See KILZ, https://www.kilz.com/primer/kilz-
mold--mildew [https://perma.cc/4RVS-SG9f].

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Reid v. All Surface

shower. It did not remove the wood paneling, drywall, or studs
between the shower and the furnace room.

The Lawsuit and Summary Judgment Proceedings

¶17 In early 2019, Reid noticed that she and her children were
experiencing “weird health stuff,” including “chronic coughing”
and other troubling symptoms. Eventually, she had the home
tested for mold and discovered that the mold from before had not
been remediated and there was now “really serious” mold in the
walls behind the new shower.

¶18 Reid and Richins sued All Surface, Watson, and Smith for
breach of contract, breach of the covenant of good faith and fair
dealing, fraud, negligent misrepresentation, civil conspiracy,
negligence, and breach of the implied warranty of habitability. 4 In
support of her breach of contract claim, Reid alleged that All
Surface “agreed to perform . . . mold remediation” and “promised
to remove walls from the bathroom and remove the shower stall
completely” and that All Surface “did not do so.” In support of
her fraud and negligent misrepresentation claims, Reid alleged
that All Surface made intentional or negligent misrepresentations
“to induce [Reid] to enter into a contract for All Surface to perform
the desired work.”

¶19 Following discovery, All Surface moved for summary
judgment on all of Reid’s claims. As to Reid’s breach of contract
claim, All Surface argued that the Contract is an integrated
agreement and, therefore, that “[p]arol evidence is not admissible
to contradict the clear and unambiguous terms of the [C]ontract.”
All Surface further argued that under the plain terms of the

4. Hereafter, when discussing the parties’ legal actions and
arguments, we refer to Reid and Richins collectively as “Reid”
and to All Surface, Watson, and Smith collectively as “All
Surface.”

20230675-CA 9 2025 UT App 134
Reid v. All Surface

Contract, All Surface did not agree to perform any mold
remediation and Reid released All Surface from any liability
“resulting from mold.” Regarding Reid’s fraud and negligent
misrepresentation claims, All Surface argued that in light of the
language in the Contract stating “explicitly that Reid is solely
responsible for the mold remediation,” as a matter of law Reid
could not have reasonably relied on Watson’s alleged statements
to the contrary or on Smith’s post-Contract email.

¶20 In opposition to All Surface’s summary judgment motion,
Reid argued that the Contract was not an integrated agreement
and, thus, that parol evidence, including Smith’s post-Contract
email, was admissible and created a genuine issue of material fact
as to whether All Surface agreed to remediate the mold. Reid
further argued, in the alternative, that Utah law allows for the
subsequent modification of fully integrated contracts and that
there was a genuine issue of material fact as to whether Smith’s
post-Contract email was a modification of the Contract. Finally,
Reid argued that she reasonably relied to her detriment on
Watson’s alleged statements and Smith’s post-Contract email and,
therefore, that summary judgment should not be granted to
dismiss her fraud and negligent misrepresentation claims. 5

¶21 The court granted All Surface’s summary judgment motion
in its entirety. It ruled, among other things, that the Contract is
integrated; that “[b]ecause the [Contract] is integrated and
unambiguously rules out mold remediation being performed by
[All Surface], Reid’s contradictory parol evidence is irrelevant”;
that as a matter of law Smith’s post-Contract email did not
constitute a modification of the Contract; and that as a matter of
law Reid could not have reasonably relied on Watson’s alleged
statements or Smith’s post-Contract email as inducement to enter

5. Reid made additional arguments in opposition to All Surface’s
summary judgment motion, but she does not renew those
additional arguments on appeal. See infra note 6.

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the Contract given the explicit language of the Contract releasing
All Surface from all liability for mold. The court then entered
judgment in favor of All Surface.

Reid’s Motion to Amend the Judgment

¶22 Reid filed a motion to alter or amend the judgment under
rule 59(a) of the Utah Rules of Civil Procedure. In that motion,
Reid observed that in her response to All Surface’s summary
judgment motion, she had asserted that it had been her
understanding that not only would All Surface remediate the
mold but that it would also “remove the shower stall,” which Reid
understood to mean “tear the wall down to the studs or plywood
beneath.” Reid noted that the court had “failed to address this
disputed fact and its ramifications in its ruling.” She then argued
that this asserted fact precluded summary judgment, and she
asked the court to address this fact and alter its summary
judgment ruling accordingly.

¶23 Specifically, Reid again asserted that the Contract was not
integrated and, this time, that it included a parol agreement for
All Surface to “remove the shower surround down to the studs.”
She then argued that if All Surface had removed the wall down to
the studs, it “would have discovered the mold, triggering the
Release language and allowing [All Surface] to stop work and
require [Reid] to remediate.” Because All Surface did not adhere
to the Contract, Reid contended, All Surface “cannot now hide
behind its Release language.” In her reply memorandum in
support of her rule 59 motion, Reid also argued that the term “Fast
bath” as used in the Contract “is clearly ambiguous” and,
therefore, that “parol evidence is admissible” to show that “mold

20230675-CA 11 2025 UT App 134
Reid v. All Surface

remediation was intended [to be] part of the work” All Surface
agreed to perform. 6

¶24 The court denied Reid’s rule 59 motion. It explained that
the evidence of a parol agreement for All Surface to remove the
shower walls down to the studs did not change the court’s legal
determination that the Contract was integrated. The court also
declined to conclude that the Contract was ambiguous as to
whether All Surface was required to remove the shower walls
down to the studs. On that point, the court noted that the
specifications pages “did not list removal of walls or other
existing components besides the ‘Tub/Shower Base’” as work All
Surface was required to do. Finally, the court expressly declined
to address—because it was untimely raised—Reid’s argument
based on asserted ambiguity in the term “Fast bath.”

ISSUES AND STANDARDS OF REVIEW

¶25 Reid now appeals, contending that the district court erred
by granting summary judgment in favor of All Surface on her
breach of contract, fraud, and negligent misrepresentation
claims. 7 “We review a district court’s grant of summary judgment

6. Reid made additional arguments in her rule 59 motion that have
not been renewed on appeal. We recite only those rule 59 motion
arguments that Reid has renewed on appeal.

7. Reid does not expressly say that she is challenging only the
grant of summary judgment on her breach of contract, fraud, and
negligent misrepresentation claims. But her briefing does not
mention her claims for breach of the covenant of good faith and
fair dealing, civil conspiracy, negligence, or breach of the implied
warranty of habitability. Neither does it address the court’s
reasons for granting summary judgment on those claims. We
(continued…)

20230675-CA 12 2025 UT App 134
Reid v. All Surface

de novo, considering the record as a whole, with no deference
afforded to the legal conclusions of the district court.” Innerlight,
Inc. v. Matrix Group, LLC, 2009 UT 31, ¶ 8, 214 P.3d 854. “Summary
judgment is appropriate only when there is no genuine issue as to
any material fact and the moving party is entitled to a judgment
as a matter of law.” Swan Creek Village Homeowners Ass’n v. Warne,
2006 UT 22, ¶ 16, 134 P.3d 1122 (cleaned up).

¶26 Reid also argues that the court erred by denying the post-
judgment motion she filed under rule 59(a) of the Utah Rules of
Civil Procedure. “Generally, we afford trial judges wide latitude
in granting or denying rule 59 motions. . . . Consequently, we
generally disturb a trial court’s grant or denial of a rule 59 motion
only if it constitutes an abuse of discretion.” Sanpete Am., LLC v.
Willardsen, 2011 UT 48, ¶ 28, 269 P.3d 118. “An abuse of discretion
may be demonstrated by showing that the [trial] court relied on
an erroneous conclusion of law or that there was no evidentiary
basis for the trial court’s ruling.” In re Estate of Valcarce, 2013 UT
App 95, ¶ 12, 301 P.3d 1031 (cleaned up).

ANALYSIS

I. Summary Judgment

¶27 Reid sets forth five asserted errors in the district court’s
order granting summary judgment. We identify, address, and
ultimately reject each of the assertions of error in turn. 8

therefore assume Reid is not appealing the grant of summary
judgment on those claims.

8. To the extent Reid’s brief might be construed as making
additional claims of error in the court’s summary judgment
(continued…)

20230675-CA 13 2025 UT App 134
Reid v. All Surface

A. Integration

¶28 First, Reid asserts that “there [are] significant disputed
facts as to the integration of the [Contract],” that parol evidence
should have therefore been admitted regarding “the demolition
to be performed prior to installing the new shower,” and that the
disputed facts regarding integration and All Surface’s demolition
responsibilities precluded summary judgment. We disagree.

¶29 “An integration . . . is a writing or writings constituting a
final expression of one or more terms of an agreement.” Far West
Bank v. Robertson, 2017 UT App 213, ¶ 22, 406 P.3d 1134 (cleaned
up). “The effect is that once a document or set of documents is
deemed an integration, under the parol evidence rule[,] evidence
of contemporaneous conversations, representations, or
statements offered for the purpose of varying or adding to the
terms of the integrated contract is inadmissible.” Id. (cleaned up).

¶30 Prior to our supreme court’s decision in Tangren Family
Trust v. Tangren, 2008 UT 20, 182 P.3d 326, when a party raised a
question of integration and sought to introduce extrinsic evidence
to answer that question, trial courts were “essentially required” to
consider relevant extrinsic evidence and “determine as a question
of fact whether the parties adopted a writing or writings as an
integration.” Far West, 2017 UT App 213, ¶ 22 (cleaned up). In
Tangren, however, the supreme court expressly disapproved that
approach and held instead that, going forward, trial courts were
“not [to] allow extrinsic evidence of a separate agreement to be
considered on the question of integration in the face of a clear
integration clause.” 2008 UT 20, ¶ 16; see also id. ¶ 17 (“[I]n the face

ruling, those additional claims were inadequately briefed. See
generally Ball v. Public Service Comm’n, 2007 UT 79, ¶¶ 40, 43, 175
P.3d 545 (indicating that a court may decline to address an
inadequately briefed argument).

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Reid v. All Surface

of a clear integration clause, extrinsic evidence of a separate oral
agreement is not admissible on the question of integration.”).

¶31 Thus, under Tangren, a determination of whether a contract
is integrated begins with answering the legal question of whether
the written expression of the parties’ agreement contains a clear
integration clause. See id. ¶ 17; Fairbourn Com., Inc. v. American
Housing Partners, Inc., 2004 UT 54, ¶ 6, 94 P.3d 292 (“Questions of
contract interpretation not requiring resort to extrinsic evidence
are matters of law . . . .” (cleaned up)); Peterson v. Sunrider Corp.,
2002 UT 43, ¶ 14, 48 P.3d 918 (explaining that when a contract’s
interpretation is “determined by the words of the agreement,” its
interpretation is “a question of law” (cleaned up)). If there is a
clear integration clause, the integration inquiry generally ends.
See Tangren, 2008 UT 20, ¶¶ 14, 16; but see Montes v. National Buick
GMC, Inc., 2024 UT 42, ¶ 34, 562 P.3d 688 (“Where multiple
instruments are executed at the same time and are intertwined by
the same subject matter, the parol evidence rule does not prevent
the court from considering both or all agreements together,
notwithstanding the presence of an integration clause.” (cleaned
up)). If, on the other hand, there is no clear integration clause, then
a court may consider relevant parol evidence and determine as a
matter of fact whether the writing is integrated. See id.; see also City
of Grantsville v. Redevelopment Agency of Tooele City, 2010 UT 38,
¶ 25, 233 P.3d 461 (“Because the [agreement at issue] does not
contain an integration clause, extrinsic evidence may be
introduced to prove whether the [a]greement is integrated.”);
Peterson, 2002 UT 43, ¶ 14 (explaining that when a contract’s
interpretation is “determined by extrinsic evidence of intent,” its
interpretation is “a question of fact” (cleaned up)). 9

9. We recognize that in Tangren itself the supreme court prefaced
its analysis with the unqualified statement that “[w]hether a
contract is integrated is a question of fact reviewed for clear
(continued…)

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¶32 In light of the foregoing principles, we turn to the legal
question of whether the Contract contains a clear integration
clause. On this point, the district court rightly observed that from
our case law, no “magical or triggering language” has emerged
that is required to create a clear integration clause. As the district
court noted (quoting Daines v. Vincent, 2008 UT 51, 190 P.3d 1269),
the following provision does not contain the words entire
agreement, integration, merger, final, or complete, yet our supreme
court determined that it “satisfies the ‘clear integration clause’
standard articulated in Tangren”: “This release encompasses and
satisfies any prior agreements and discussions whether written or
verbal . . . .” Daines, 2008 UT 51, ¶ 23. Because a writing is an
integration if it is “the final and complete expression” of “one or
more terms” of the parties’ bargain, Tangren, 2008 UT 20, ¶ 12
(cleaned up), the key to a clear integration clause is that it
explicitly and clearly convey that the writing at issue is the final
and complete expression of one or more terms of the parties’
bargain, see id.

¶33 Here, the district court concluded that the Opening
Paragraphs of the Contract constitute a clear integration clause
indicating that the Contract is final and complete with regard to
the services to be performed by All Surface. We agree. The
Opening Paragraphs state that “[i]t is important that the customer
is confident everything that has been promised to them is listed in
writing on this Customer Agreement and the Job Specification Forms,”
that “[t]his means that all services . . . are listed in the Job

error.” Tangren Family Trust v. Tangren, 2008 UT 20, ¶ 10, 182 P.3d
326. We read this unqualified statement as a recitation of the law
as it existed at the inception of the Tangren appeal. By the
conclusion of the Tangren opinion, however, the law had clearly
changed, as explained above, such that an integration
determination now begins with a legal inquiry into whether the
writing at issue contains a clear integration clause.

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Reid v. All Surface

Specification forms,” and that “items not listed have not been
charged for” and adding them “will require a Change Order
Request Form.” This language explicitly and clearly conveys that
the specifications pages of the Contract contain a final and
complete expression of the services All Surface was to perform.

¶34 Reid resists this conclusion by asserting that “there [is] no
clear integration clause” in the Contract, and she offers two
arguments in support of that assertion: (1) “Reid did not sign the
[specifications pages] of the Agreement” and (2) the specifications
pages are “incomplete and [do] not contain any recitation of the
demolition work to be performed.” We are not persuaded by
either argument.

¶35 As to the omission of signatures on the specifications
pages, Reid does not contend that the lack of signatures on those
pages invalidates the Contract. Nor does she explain how the lack
of signatures on those pages changes the plain meaning of the
Opening Paragraphs of the Contract. Thus, her argument
regarding a lack of signatures on the specifications pages is
unavailing.

¶36 As to Reid’s assertion that the specifications pages are
“incomplete and [do] not contain any recitation of the demolition
work to be performed,” she is mistaken. The first specifications
page contains a section expressly titled “DEMOLITION.” That
section lists “Sub-floor,” “Floor,” “Wall,” and “Tub/Shower Base”
as potentially applicable categories of demolition work to be done
by All Surface, with an option to indicate “Yes” or “No” next to
each category. The word “YES” was added next to “Tub/Shower
Base.” It is conspicuously absent next to “Wall.”

¶37 The fact that the specifications pages plainly state that All
Surface would demolish the tub/shower base belies the assertion
that they do not contain any recitation of the demolition work to
be performed. And the fact that the “DEMOLITION” section

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Reid v. All Surface

indicates no other demolition work to be done by All Surface does
not mean that the specifications pages are incomplete on this
topic. Instead, in light of the Opening Paragraphs’ statements that
“all services [to be provided by All Surface] . . . are listed in the
[specifications pages]” and that “items not listed have not [been]
charged for” and “will require a Change Order Request Form,”
the absence of other listed demolition work simply confirms that
All Surface was not required to perform any additional
demolition.

¶38 Finally, the fact that the “Customer Responsibility Section”
of the specifications pages was left blank does not change our
analysis. While the Opening Paragraphs constitute a clear
integration clause regarding the services All Surface was to
perform, they do not purport to be an integration clause regarding
Reid’s responsibilities related to the project. See generally Far West
Bank v. Robertson, 2017 UT App 213, ¶ 22, 406 P.3d 1134 (“An
integration . . . is a writing or writings constituting a final
expression of one or more terms of an agreement.” (cleaned up)
(emphasis added)). Thus, the fact that the Customer
Responsibility Section was left blank simply does not affect the
Contract’s integration as to the services All Surface was to
perform.

¶39 In sum, as a matter of law under the undisputed written
terms of the agreement, the Contract is integrated as to the
services All Surface was to perform, and parol evidence is not
admissible to vary those services.

B. Ambiguity

¶40 Reid next asserts that the Contract is ambiguous as to
whether All Surface was required to “tear out the wall [and]
remove the old shower [stall]”; that parol evidence should,
therefore, have been admitted on that issue; and that material
disputes in the parol evidence on this point preclude summary

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Reid v. All Surface

judgment. Reid is correct that even if a contract is integrated, if its
terms are ambiguous, then “extrinsic evidence is admissible to
clarify the meaning of those [ambiguous] terms.” Tangren Family
Trust v. Tangren, 2008 UT 20, ¶ 18, 182 P.3d 326. But Reid is not
correct that the Contract is ambiguous as to whether All Surface
was required to tear out walls or remove the old shower stall. As
explained above, see supra ¶¶ 36–37, the Contract plainly states
that All Surface was required to perform only the services listed
in the specifications pages, and demolition of walls and the
shower stall plainly is not listed in the specifications pages. We
therefore conclude as a matter of law under the undisputed terms
of the written agreement that the Contract is not ambiguous and
parol evidence is not admissible on this point.

C. Breach

¶41 Reid asserts that the district court erred in granting
summary judgment because there are “significant material
disputed facts as to whether [All Surface] . . . breached the
agreement by not removing the prior shower.” In support of her
assertion that there are genuine disputes of material fact on this
point, Reid points exclusively to evidence extrinsic to the
Contract—specifically, her deposition testimony, Watson’s
deposition testimony, Smith’s deposition testimony, and Smith’s
post-Contract email—all of which she says demonstrate an
agreement for All Surface to “remov[e] the old shower wall before
installing a new shower.” However, because we have concluded
that the Contract is integrated as to the services All Surface was
obligated to perform, the extrinsic evidence she points to may not
be considered to prove the existence and breach of such an
agreement. Therefore, her argument on this point is also
unavailing.

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Reid v. All Surface

D. Negligent Misrepresentation and Fraudulent Inducement
to Enter the Contract

¶42 Next, Reid points to the rule that allows for the admission
of “extrinsic evidence in support of an argument that [a] contract
is not, in fact, valid . . . [when the] contract is voidable for fraud.”
Tangren, 2008 UT 20, ¶ 15. She then argues that extrinsic evidence
in this case creates a genuine dispute of material fact as to whether
All Surface made misrepresentations that induced her into
signing the Contract by

exaggerat[ing] [its] capabilities regarding mold
remediation, [placing mold remediation] on an
emailed list of things that would be done in the
project, fail[ing] to detail the [specifications pages]
or obtain Reid’s signature, [and] fail[ing] to
undertake the demolition [it] claimed needed to be
done, which would have uncovered the mold and
sparked a discussion with Reid as to remediation.

¶43 The district court rejected Reid’s fraud and negligent
misrepresentation arguments by quoting Gold Standard, Inc. v.
Getty Oil Co., 915 P.2d 1060 (Utah 1996), for the proposition that
“a party cannot reasonably rely upon oral statements by the
opposing party in light of contrary written information,” id. at
1068, and then explaining that Reid “cannot show that [she]
reasonably relied upon promises to eradicate mold [that] were
contrary to the written [Contract].” Reid’s argument on appeal
does not engage with this reasoning. “If an appellant does not
meaningfully engage with the district court’s reasoning, that
appellant falls short of demonstrating any error on the part of the
district court.” North Park Holdings LLC v. Duke Rental Co., 2025 UT
App 42, ¶ 25, 567 P.3d 1085 (cleaned up). Hence, Reid’s foregoing
argument for reversal of the district court’s grant of summary
judgment on her fraud and negligent misrepresentation claims
fails.

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Reid v. All Surface

E. Negligent Misrepresentation and Fraudulent Inducement
to Remain in the Contract

¶44 Finally, Reid asserts, apart from the argument that All
Surface induced her into entering the Contract through
misrepresentations, that the district court erred in granting
summary judgment by “fail[ing] to address [the argument] that
[Smith’s post-Contract email] induced Reid into remaining in the
[Contract] rather than exercising her right to cancel [it].”
(Emphasis added.) Reid did not preserve this issue for our review.

¶45 “In order to preserve an issue for appeal the issue must be
presented to the trial court in such a way that the trial court has
an opportunity to rule on that issue.” State v. Sanchez, 2018 UT 31,
¶ 30, 422 P.3d 866 (cleaned up). The issue “must be sufficiently
raised to a level of consciousness before the trial court and must
be supported by evidence or relevant legal authority.” State v.
Dean, 2004 UT 63, ¶ 13, 95 P.3d 276 (cleaned up). “Although new
arguments . . . [may be raised on appeal] under a properly
preserved issue or theory, . . . an argument based upon an entirely
distinct legal theory is a new claim or issue and must be separately
preserved.” True v. Utah Dep’t of Transp., 2018 UT App 86, ¶ 32,
427 P.3d 338 (cleaned up).

¶46 In her complaint, Reid alleged that All Surface induced her
through misrepresentations to “enter into a contract with All
Surface” and that but for those misrepresentations, she “never
would have agreed to hire All Surface.” In its summary judgment
motion, All Surface addressed Reid’s fraud and negligent
misrepresentation claims as framed in the complaint. In opposing
All Surface’s motion on her fraud and negligent
misrepresentation claims, Reid argued that she “relied upon
verbal statements made by [Watson] as [Watson] sold All
Surface’s services to [Reid]”; that “these statements were reduced
to writing” in Smith’s post-Contract email; and that because she
“reasonably relied on both those representations,” her fraud and

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Reid v. All Surface

negligent misrepresentation claims “must stand.” Under a
heading regarding “Subsequent Modification of Fully Integrated
Contracts,” Reid argued in the alternative that Smith’s post-
Contract email was evidence of a “written modification” of the
Contract. In the context of that modification argument, Smith
asserted that she had “clearly testified that she would not have
moved forward with [All Surface] but for [Smith’s post-Contract
email]” and that she had “relied upon [Smith’s] representations.”

¶47 At the hearing on All Surface’s summary judgment motion,
Reid spent over three pages of transcript making her modification
argument and roughly three pages making her fraud argument.
At no point during her argument at the hearing did Reid assert
that her fraud or negligent representation claims were based on
the theory that Smith’s post-Contract email induced her to remain
in the Contract and not exercise her right to cancel it.

¶48 In response to Reid’s fraudulent inducement and negligent
misrepresentation arguments based on Smith’s post-Contract
email, the district court ruled as follows:

Reid asserts that . . . she relied upon [Smith’s post-
Contract email when she signed the Contract].
Whether her reliance upon that writing was
reasonable would then constitute a factual issue
which should be resolved by a jury. However, this
argument ignores the undisputed fact[] . . . [that]
Reid signed the [Contract] on March 9, 2017. . . . Reid
did not receive [Smith’s post-Contract email] until
April 28, 2017, and could not have relied upon that
written content in deciding whether or not to sign
the [Contract]. Thus, there can be no reasonable
reliance on [that email].

The district court rejected Reid’s contract modification argument
as well, reasoning as follows:

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Reid v. All Surface

[Smith’s post-Contract email] is presented as a
summary of the observations made at the time [All
Surface] bid on the remodel project. There is nothing
in the [e]mail which details a change in the
[Contract] that was signed at that time. Indeed,
there is no email or other communication between
the parties to support an argument that amending
the [Contract] was even being contemplated. Reid
agrees that she requested [Smith’s post-Contract
email] for the purpose of informing a third party
about the remodel project. Thus, it was not even
written with Reid as its primary audience—[its]
target was the furnace company whose work might
be impacted by [All Surface’s] project.

The court did not address the theory that Smith’s post-Contract
email induced Reid into remaining in the Contract instead of
canceling it. And Reid did not raise that theory in her post-
judgment motion.

¶49 On appeal, Reid again points to Smith’s post-Contract
email, but she now asserts that Smith’s post-Contract email
“induced her into remaining under the [Contract] with [All
Surface].” (Emphasis added.) This is an entirely distinct theory of
fraud than the one she pled in the complaint and argued in
opposition to All Surface’s summary judgment motion, and it
plainly was not brought to a level of consciousness before the
district court. Thus, it was not preserved, and we do not address
it. See True, 2018 UT App 86, ¶ 32; Sanchez, 2018 UT 31, ¶ 30.

¶50 Because, as we have explained above, each of Reid’s
arguments asserting error in the district court’s summary
judgment ruling is unavailing, we affirm the court’s grant of
summary judgment.

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Reid v. All Surface

II. Rule 59(a) Motion

¶51 Reid also contends that, for two reasons, the district court
erred by denying her motion pursuant to rule 59(a) of the Utah
Rules of Civil Procedure. Neither of her arguments is persuasive.

¶52 First, she again asserts that the Contract is ambiguous as to
whether All Surface contracted to remove the old shower wall,
and she contends that the district court erred by not altering its
judgment to allow a trial based on extrinsic evidence on the issue
of whether All Surface was obligated to remove the old shower
wall down to the studs. She argues that the Contract is ambiguous
because it does not say that All Surface “would not tear out the
wall [or] remove the old shower.” This argument fails under our
analysis articulated above, see supra ¶ 40, and we incorporate that
analysis here.

¶53 Second, Reid asserts that the term “Fast bath” as used in
the Contract is ambiguous as well. The district court noted that
the first time Reid raised this issue below was in her reply
memorandum in support of her rule 59(a) motion. The court
determined that the argument was untimely raised, and it
expressly declined to address the argument. We see no abuse of
discretion in the court’s decision not to address an argument
raised for the first time in a reply memorandum in support of a
rule 59(a) post-trial motion. See Knight v. Ebert (In re Estate of
Justheim), 824 P.2d 432, 435 (Utah Ct. App. 1991) (“[W]e cannot say
that the trial court abused its discretion or acted unreasonably in
denying [the] appellants’ motion for a new trial on the ground of
estoppel when that doctrine was not raised before or during the
trial.”).

¶54 For the foregoing reasons, we affirm the court’s order
denying Reid’s rule 59(a) motion.

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Reid v. All Surface

CONCLUSION

¶55 The Contract contains a clear integration clause as to the
services All Surface was obligated to perform, and those services
unambiguously did not include mold remediation or demolition
of the shower wall down to the studs. Accordingly, parol evidence
is inadmissible to show an agreement for All Surface to perform
those services. Because Reid’s breach of contract arguments rely
on inadmissible parol evidence, we affirm the grant of summary
judgment on her breach of contract claim. We affirm the grant of
summary judgment on her fraud and negligent misrepresentation
claims because Reid has not engaged with the district court’s
reasoning that, in the face of the plain terms of the Contract to the
contrary, Reid’s reliance on All Surface’s alleged
misrepresentations prior to the Contract was not reasonable, and
because her new theory regarding reliance on Smith’s post-
Contract email was not preserved. Finally, we conclude that the
district court did not abuse its discretion in denying Reid’s rule
59(a) motion, and we therefore affirm the denial of that motion.

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