J-M Manufacturing Company v. PWE Multi QRS 14-85

2025 UT App 181

THE UTAH COURT OF APPEALS

J-M MANUFACTURING COMPANY, INC.,
Appellant and Cross-appellee,
v.
PWE (MULTI) QRS 14-85, INC.,
Appellee and Cross-appellant.

Opinion
No. 20230908-CA
Filed December 11, 2025

Third District Court, Salt Lake Department
The Honorable Robert P. Faust
No. 210903495

Bryon J. Benevento and Adam C. Buck,
Attorneys for Appellant and Cross-appellee
Julianne P. Blanch and John L. Cooper,
Attorneys for Appellee and Cross-appellant

JUDGE RYAN D. TENNEY authored this Opinion, in which
JUDGES DAVID N. MORTENSEN and JOHN D. LUTHY concurred.

TENNEY, Judge:

¶1 J-M Manufacturing Company, Inc. (JM), a tenant, exercised
its option to purchase several properties that it had been leasing
from PWE (Multi) QRS 14-85, Inc. (PWE), the landlord. When the
parties could not agree on a purchase price, they brought the issue
to the district court. As the case unfolded, the parties also litigated
the question of whether JM had ongoing rent obligations up
through the time that the purchase was completed. The district
court ultimately granted summary judgment in favor of PWE on
both the purchase price and the ongoing rent issue, and it also
awarded PWE its attorney fees.
JM Manufacturing v. PWE

¶2 JM now appeals, challenging the district court’s rulings on
unpaid rent and attorney fees. For the reasons set forth below, we
first agree with the district court that PWE was entitled to ongoing
rent, although not for the full period awarded by the district court.
We accordingly remand for a limited revision of the judgment.
We next conclude that the lease was ambiguous as to whether
PWE was entitled to attorney fees (and, if so, under what
provision), so we reverse the district court’s grant of summary
judgment on that issue and remand for further proceedings.

BACKGROUND 1

¶3 In February 2002, PWE and JM signed a lease agreement
(the Lease) as landlord and tenant, respectively, for four
properties in Utah, California, Oregon, and Washington (the
Properties). The parties agreed to a 20-year term of the Lease.

¶4 The Lease gave JM an “Option to Purchase” (the Purchase
Option) that allowed JM to buy the Properties from PWE for a
“Purchase Price” outlined by the Lease. The Lease contained a
provision under which the Purchase Price would be determined
by the “Fair Market Value.” Paragraph 2 of the Lease provided,

“Fair Market Value” . . . shall mean the higher of
(a) the fair market value of the [Properties] or any
Related Premises, as the case may be, as of the
Relevant Date as if unaffected and unencumbered
by this Lease or (b) the fair market value of the
[Properties] or Related Premises, as the case may be,

1. “When reviewing a decision to grant summary judgment, we
must review the facts and all reasonable inferences drawn
therefrom in the light most favorable to the nonmoving party, and
we recite the facts accordingly.” E & H Land, Ltd. v. Farmington
City, 2014 UT App 237, n.1, 336 P.3d 1077 (quotation simplified).

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JM Manufacturing v. PWE

as of the Relevant Date as affected and encumbered
by this Lease and assuming that the Term has been
extended for all extension periods provided for
herein.

¶5 Paragraph 29 of the Lease outlined the procedure that
would be used to determine Fair Market Value if JM exercised its
Purchase Option. First, the parties agreed to attempt to negotiate
Fair Market Value themselves. Second, if they were unable to
reach an agreement, each party was to select an appraiser, and the
two appraisers would then “endeavor to agree upon Fair Market
Value based on a written appraisal made by each of them.” Third,
if the appraisers were unable to agree upon Fair Market Value,
those appraisers would “select a third appraiser to make the
determination” based on the average of the third appraiser’s Fair
Market Value amount and the amount determined by the
appraiser “nearest to that of the third appraiser.”

¶6 On April 2, 2021, JM exercised the Purchase Option, and
the parties soon attempted to agree upon Fair Market Value.
When they were unable to reach an agreement, they each selected
an appraiser. But the appraisers were also unable to reach an
agreement as to Fair Market Value, in large part because the
parties disagreed about whether “Additional Rent”—a term that
was broadly defined in the Lease to include a variety of costs and
expenses that JM would incur in the future—should be included
in the assessment of Fair Market Value. PWE maintained that
Additional Rent should be included, while JM maintained that it
should not.

¶7 In July 2021, JM filed a complaint against PWE, asking the
district court for (1) declaratory judgment in its favor regarding
the “meaning of the term Fair Market Value,” and (2) an
injunction to stop the appraisal process until the court made that
determination. A month later, PWE filed an answer and a
counterclaim against JM, wherein it asked the district court to

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enforce “the plain language of the Lease” and require “the parties
to engage in the Appraisal Process as specifically set forth by the
Lease.” PWE also filed a motion for declaratory judgment,
arguing that the Lease required Additional Rent “to be included
in the appraised Fair Market Value of the Properties.”

¶8 In December 2021, the district court denied PWE’s motion,
concluding that the Lease was ambiguous as to whether
Additional Rent should be part of the assessment of Fair Market
Value. That same month, JM also stopped paying the quarterly
rent payments that it had previously been paying as a tenant
under the Lease. A short time later, PWE instructed its appraiser
to not include Additional Rent in her appraisal and to try to work
with JM’s appraiser to reach an agreement on Fair Market Value
without that component. On May 5, 2022, the two appraisers
reached an agreement that Fair Market Value for the Properties
would be $42.5 million if unencumbered by the Lease, and $53.5
million if encumbered by the Lease. As noted, Paragraph 2 of the
Lease stated that the higher of these two values would constitute
the Purchase Price.

¶9 On May 20, 2022, PWE sent a letter to JM expressing its
intention to close on JM’s purchase of the Properties on June 3,
2022, for the Purchase Price of $53.5 million. But after receiving
this letter, JM did not agree to close on that date as requested,
instead contending that the $53.5 million amount was “artificial
and unsupportable,” and further claiming that there were still
ambiguities in the Lease that needed to be resolved.

¶10 In response to these developments, PWE amended its
counterclaim, now adding two additional claims that are relevant
to this appeal: first, it asked the court to order specific
performance of the Lease, and it more specifically asked the court
to order JM to complete the purchase of the Properties with the
Purchase Price being $53.5 million; second, it asserted that JM
should be held liable for breach of the Lease based on its failure to

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maintain the Properties as the process of completing the purchase
unfolded. In May 2023, PWE filed two motions for summary
judgment that, in parts relevant to this appeal, sought judgment
as a matter of law on the issue of specific performance, and also
sought damages based on JM’s failure to continue paying rent
after it exercised the Purchase Option and while litigation over the
closing had proceeded. 2

¶11 JM opposed PWE’s motions for summary judgment. With
respect to the specific performance claim, JM argued that because
of alleged ambiguities in the Lease as to the assessment of Fair
Market Value, specific performance was not warranted. With
respect to the Ongoing Rent claim, JM argued that because it had
exercised its Purchase Option, it was now a “buyer in possession”
and therefore no longer had any obligation to pay rent, and it
further argued that if the Fair Market Value purchase price was
based on an assumption that the Properties were encumbered by
the Lease, then awarding damages for Ongoing Rent would
improperly give PWE a double recovery.

¶12 In August 2023, the district court held a hearing regarding
PWE’s motions for summary judgment. The next day, it issued a
written ruling granting PWE’s motions. With regard to specific
performance, the court concluded that the parties had properly
engaged in the evaluation of Fair Market Value of the Properties
under the terms set forth in the Lease, and it further concluded
that the “determination of $53.5 million” was now “‘binding and
conclusive’ on the parties.” The court accordingly granted PWE’s
request for specific performance. With respect to the Ongoing
Rent claim, the court concluded that “JM ha[d] not paid rent since
December 2021,” that PWE was “entitled [to] such amounts,” and
that awarding Ongoing Rent “would not result in a double

2. For simplicity, we’ll refer to the second request as “the Ongoing
Rent claim.”

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JM Manufacturing v. PWE

recovery.” The court thus ordered JM to “pay rent to the time
period it has or will occupy the premises.”

¶13 On September 13, 2023, the district court entered judgment
against JM. With respect to the specific performance issue, the
court ordered JM to pay PWE $53.5 million for the Properties “via
a commercial real estate closing to occur within 60 days from the
entry of [the] Judgment.” The court also ordered JM to pay
$3,836,507 in damages, which “represent[ed] the sum of unpaid
rent in the amount of $3,287,618, late fees in the amount of
$164,381, and default interest in the amount of $384,508, through
August 25, 2023.” On November 13, 2023, JM paid the purchase
price of $53.5 million and closed on the sale of the Properties.

¶14 Before closing, PWE filed a motion requesting an award of
attorney fees and costs in the amount of $549,439.64, consisting of
$520,147.00 in attorney fees and $29,292.64 in costs. In doing so, it
invoked Paragraph 7(a)(i)(F) of the Lease, which, under the
heading of “Additional Rent,” further defined that term to require
JM to pay “the prosecution, defense, or settlement of any litigation
involving or arising from any of the [Properties], this Lease, or the
sale of the [Properties]” to PWE. JM opposed this motion,
contending that this provision was not the applicable attorney
fees provision in these circumstances. JM instead argued that any
request for attorney fees should be governed by Paragraphs 20
and 23, which were entitled “Procedures Upon Purchase” and
“Remedies and Damages Upon Default,” and JM then contended
that neither of these provisions justified an award of fees “in the
context of this case.” The court later granted PWE’s motion and
awarded it $512,465.00 in attorney fees and $29,037.73 in costs.

ISSUES AND STANDARDS OF REVIEW

¶15 JM raises two issues on appeal. First, it argues that the
district court erred in granting summary judgment on PWE’s

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breach of Lease claim and then awarding Ongoing Rent damages
as a result. “We review a district court’s grant or denial of
summary judgment, as well as the court’s interpretation of
contracts upon which the summary judgment was based, for
correctness.” Bloom Master Inc. v. Bloom Master LLC, 2019 UT App
63, ¶ 11, 442 P.3d 1178 (quotation simplified).

¶16 Second, JM argues that the court erred in granting PWE’s
motion for attorney fees, arguing that it was based on an
erroneous interpretation of the Lease. The question of whether
attorney fees are recoverable is a question of law that we review
for correctness. See Young H2ORE LLC v. J&M Transmission LLC,
2024 UT App 10, ¶ 26, 543 P.3d 1264 (quotation simplified). 3

ANALYSIS

I. Ongoing Rent

¶17 JM first argues that the district court erred in granting
summary judgment on PWE’s claim that JM was obligated to

3. PWE has conditionally cross-appealed, arguing that if we
conclude that “the district court erred in awarding PWE unpaid
rent damages,” PWE should then be awarded “interest at the
default rate” to compensate it for “not receiving the use of the
Purchase Price amount when it should have.” As explained
below, we largely conclude that the district court did not err in
concluding that PWE was entitled to “unpaid rent damages,”
albeit not for an initial 180-day period. It’s unclear to us on the
state of the briefing whether PWE intends to still advance its
conditional cross-appeal in the event of a ruling such as this one.
Rather than unnecessarily deciding the issue, we decline to rule
on the conditional cross-appeal at this time, but we leave open the
ability of PWE to request a ruling on it (if it wishes) through a
petition for rehearing.

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JM Manufacturing v. PWE

continue paying rent after JM exercised its Purchase Option. For
the reasons set forth below, we agree with the district court that
JM was obligated to continue to pay rent during most of the
period in question, although we conclude that JM was not
required to pay rent for an initial 180-day period.

¶18 Paragraph 20 of the Lease was titled “Procedures Upon
Purchase,” and it set forth a series of provisions governing how
JM’s purchase of the Properties would proceed once it exercised
its Purchase Option. Of note, Paragraph 20(c) stated that “[i]f the
completion of [the] purchase [of the Properties] shall be delayed
for more than one hundred eighty (180) days after (i) the
Termination Date . . . or, (ii) the date scheduled for such purchase,
. . . then . . . Rent shall continue to be due and payable until
completion of such purchase.” (Emphasis added.) In our view, the
plain reading of this provision is that, once JM exercised its
Purchase Option, its rent obligations would be suspended for 180
days, but if the parties did not then close on the transaction within
that period, JM’s rent obligations would then resume and would
last until closing.

¶19 This is so in large part because of the combination of the
180-day period and the word “continue.” If it were somehow the
case that JM had ongoing obligations to pay rent all the way
through closing, the 180-day term and the particular use of the
word “continue” would make little sense. But if it were instead
the case that JM had no rent obligations after the 180-day period,
then this provision in general and the term “continue” in
particular would be rendered effectively meaningless.

¶20 Our interpretation of this provision is consistent with what
JM has referred to as the “buyer in possession” doctrine. As
explained by our supreme court, this doctrine holds that “when a
lessee exercises an option to purchase during the term of the lease,
the lease and the relation of lessor and lessee is terminated. The
relation of vendor and vendee is then created. All obligations

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under the lease are extinguished.” Park West Village, Inc. v. Avise,
714 P.2d 1137, 1141 (Utah 1986); see also Richard Barton Enters., Inc.
v. Tsern, 928 P.2d 368, 378 (Utah 1996) (“The general rule is that a
lessee’s exercise of an option to purchase terminates the lease and
all future obligations under the lease.” (emphasis in original)). One
leading treatise summarizes the general common law on this
concept as follows:

A tenant’s obligations under a lease are terminated
upon exercise of the option to purchase, and the
rights of the parties are determined by the contract
for sale and not the lease. Thus, if the lessee properly
exercises an option to purchase in conformity with
the conditions prescribed by the lessor, the lessor
loses any rights that it may have had under the
lease. Thus, the lessor cannot recover rent after the
option to purchase is exercised, absent an express
provision to that effect.

49 Am. Jur. 2d Landlord and Tenant § 322 (2025) (emphasis added,
quotation otherwise simplified). At oral argument, JM conceded
that while the buyer in possession doctrine sets forth a general
rule, parties can contract around it, and we think that concession
is well-taken.

¶21 Thus, as explained, (1) the suspension of JM’s rent
obligations during the initial 180-day period, and (2) the
continuation of the rent obligation after that period, were both
established by the express terms of Paragraph 20(c), and this
interpretation of that paragraph is consistent with how the buyer
in possession doctrine generally operates.

¶22 Given this, the next question is when the 180-day period
began. As noted, Paragraph 20(c) provided two alternative
starting dates.

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JM Manufacturing v. PWE

¶23 The first date was the “Termination Date.” Under the
Lease, the term “Termination Date” was defined as being linked
to a “Termination Notice,” which was then linked to certain
defined “Termination Events.” Those Termination Events were
then defined as including either “a Taking” of the properties—
with “Taking” being defined as a taking through condemnation
or eminent domain—or instead an event in which a “substantial
portion” of any of the properties was “totally damaged or
destroyed by a Casualty.” None of these events are alleged to have
occurred in this case.

¶24 The second date was the “date scheduled for such
purchase.” In context, this was properly understood as a reference
to Paragraph 38 of the Lease, which governed the process by
which JM could exercise its Purchase Option. Under Paragraph
38(a), once JM exercised its Purchase Option, the parties were
required to close on the purchase within 60 days of the date of the
expiration of the original 20-year term unless the parties
“mutually agree[d]” in a “written agreement” to extend the
closing date. But as JM conceded at oral argument in this appeal,
the parties never entered into a written agreement for a different
closing date. As a result, the operative date here would have been
60 days after the expiration of the original 20-year term, which the
parties agreed was February 28, 2022.

¶25 As a result, we conclude that under the plain language of
the Lease, JM’s rent obligations were suspended for 180 days
beginning on February 28, 2022, but those obligations then
“continued” after that period until the purchase was completed,
which occurred on November 13, 2023. Because it’s undisputed
that JM stopped paying rent in March 2022, the district court was
correct to rule that JM had breached the lease by doing so—at least
as it relates to the payments that were due after the initial 180-day
period concluded.

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JM Manufacturing v. PWE

¶26 JM pushes back on several fronts, but we find none of them
persuasive.

¶27 First, JM places heavy reliance on the “buyer in
possession” doctrine, but as we’ve explained, parties can contract
around that doctrine, and the parties did so here by agreeing to a
provision under which JM’s rent obligations would “continue” if
closing did not occur within 180 days of a specified date. We
therefore are not persuaded that this doctrine prevented PWE
from recovering most of the Ongoing Rent it sought.

¶28 Second, JM argues that allowing PWE to recover unpaid
rent would impermissibly give it a “double recovery.” In Utah,
the bar on double recovery exists as a branch of the election of
remedies doctrine. See Cohen Braffits Estates Dev., LLC v. Shae Fin.
Group, 2024 UT App 12, ¶ 38, 543 P.3d 1277, cert. denied, 550 P.3d
994 (Utah 2024). “In its most basic terms, the election of remedies
doctrine prevents double redress for a single wrong.” Id.
(quotation simplified); accord KTM Health Care Inc. v. SG Nursing
Home LLC, 2018 UT App 152, ¶ 64, 436 P.3d 151. In JM’s view,
awarding Ongoing Rent to PWE constituted a double recovery
because that rent was already included in the assessment of Fair
Market Value. We disagree.

¶29 Again, the double recovery doctrine is designed to prevent
a party from recovering twice for the same wrong. But this is not
what happened here. As explained, the Lease specifically stated
that, if the parties did not complete the closing within 180 days of
one of two specified events, JM’s rent obligations would
“continue” until the purchase was completed. This provision was
separate from the other provisions in the Lease regarding the
Purchase Price, and in context, it essentially operated as both an
incentive provision and a contingency. It ensured that once JM
chose to exercise its Purchase Option (a decision that would have
then been binding on PWE), JM would do everything possible to
pay PWE what PWE was now owed as the Purchase Price within

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JM Manufacturing v. PWE

the agreed-upon period so that PWE could have the benefit of
those funds. By contrast, there would be no continuation of rent
payments if the parties closed within the 180-day period. We
therefore do not regard the unpaid rents at issue as a double
recovery, but instead as damages that were awardable under a
separate provision of the Lease.

¶30 Third, JM argues that, even if PWE was entitled to Ongoing
Rent for the interim period, PWE did not provide sufficient
evidence to support its request for damages. We again disagree.

¶31 As discussed, the district court awarded damages based on
the Ongoing Rent claim. But the rent that was owed was based on
the plain terms of the Lease itself. The Lease had terms setting
forth what constituted rent, how rent was to be calculated, and
when rent was due. Thus, to calculate damages based on unpaid
rent, the district court was not required to look beyond the
language of the Lease itself. Rather than a factual inquiry, the
question before the court was a legal one—what did the Lease say
about when the additional rent was due and for how much?
Because the Lease was fully before the court, we see no problem
of proof.

¶32 Finally, as part of its argument that PWE did not provide
sufficient proof of damages, JM argues that the court should have
rejected PWE’s request for summary judgment for Ongoing Rent
because PWE didn’t “separately state[]” the facts supporting that
request in numbered paragraphs as required by rule 56 of the
Utah Rules of Civil Procedure.

¶33 At the outset of its motion for summary judgment,
however, PWE asserted that it was seeking damages in the
amount of “$2,947,096.46 in unpaid rent to PWE, $147,354.82 in
late fees, and $256,466.39 in interest at the Default Rate under the
Lease through May 1, 2023.” PWE then included a “Statement of
Undisputed Material Facts” that set forth, in separately numbered

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paragraphs, the basis for its motion. Among those paragraphs
were paragraphs specifically asserting that JM was obligated to
pay rent under identified provisions from the Lease, that JM was
obligated to pay rent until the parties closed on the purchase, and
that JM had not paid rent for certain identified months. This was
enough to comply with PWE’s obligations under the rule.

¶34 In short, we largely affirm the district court’s conclusion
that JM breached the Lease by not paying Ongoing Rent up
through closing. But for the reasons set forth above, we also
conclude that JM did not owe rent during the 180-day period
described above. We accordingly remand the case to the district
court for the limited purpose of adjusting the damages award to
reflect the amount that is consistent with this opinion.

II. Attorney Fees

¶35 JM next argues that the district court erred in awarding
PWE attorney fees. We agree that under the current circumstances
of this case, the award was improper.

¶36 “In Utah, attorney fees are awarded only if authorized by
statute or contract. If provided for by contract, attorney fees are
awarded in accordance with the terms of the contract.” Capozzoli
v. Madden, 2024 UT App 176, ¶ 48, 561 P.3d 727 (quotation
simplified). Although the Lease does not contain a stand-alone
attorney fees provision, PWE based its request on the interplay
between two provisions. First, under Paragraph 7(a)(i)—which
was part of the same broad provision discussed above entitled
“Additional Rent”—JM was obligated to pay “all costs and
expenses” of PWE that were “incurred in connection or associated
with . . . the prosecution, defense or settlement of any litigation
involving or arising from any of the [Properties], this Lease, or the
sale of the [Properties].” Second, in the definitions provision set
forth in Paragraph 2, the term “Costs” was defined to include
“attorney[] fees and expenses,” as well as “court costs.” In light of

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this language, we believe that PWE has put forward a reasonable
assertion as to why it might be entitled to attorney fees in this
case. 4

¶37 But even so, JM pushes back on PWE’s reliance on
Paragraph 7(a), and we see some potential merit to its contention
as well.

¶38 When interpreting contracts, “we examine the entire
contract and all of its parts in relation to each other and give a
reasonable construction of the contract as a whole to determine
the parties’ intent.” Gillmor v. Macey, 2005 UT App 351, ¶ 19, 121
P.3d 57 (quotation simplified). It is therefore “axiomatic that a
contract should be interpreted so as to harmonize all of its
provisions and all of its terms, which terms should be given effect
if it is possible to do so.” Id. (quotation simplified). Moreover,
when Utah courts interpret contract language, “specific
provisions ordinarily will be regarded as qualifying the meaning
of broad general terms in relation to a particular subject.” CoBon
Energy, LLC v. AGTC, Inc., 2011 UT App 330, ¶ 22, 264 P.3d 219
(quotation simplified). If there is a conflict between different

4. It may seem odd to include attorney fees within a provision
entitled “Additional Rent.” But “‘parties to a contract may define
their terms as they please—a duck may be a goose,’ ‘up may be
defined as down, right as left, day as night.’” Cocks v. Swains Creek
Pines Lot Owners Ass’n, 2023 UT App 97, ¶ 56, 536 P.3d 130
(Tenney, J., concurring) (quoting Penncro Assocs., Inc. v. Sprint
Spectrum, LP, 499 F.3d 1151, 1152, 1157 (10th Cir. 2007)). And we’re
aware of at least one other case that construed a contract that
likewise included attorney fees within an “Additional Rent”
provision. See, e.g., Apple Glen Invs., LP v. Express Scripts, Inc., 2018
WL 2945629, at *17 (M.D. Fla. May 25, 2018) (concluding that “the
broad language of ‘all amounts, costs, expenses, liabilities and
obligations’ covers attorney[] fees and falls under ‘Additional
Rent.’”).

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provisions in a contract, “general terms and provisions are
restricted by specific terms and provisions following them.” Smith
v. Smith, 2017 UT App 40, ¶ 16, 392 P.3d 985 (quotation
simplified). Additionally, courts “attempt to give effect to each
provision” and will “look for a reading that harmonizes the
provisions and avoids rendering any provision meaningless.”
UDAK Props. LLC v. Canyon Creek Com. Center LLC, 2021 UT App
16, ¶ 18, 482 P.3d 841 (quotation simplified). “An interpretation
which gives effect to all provisions of the contract is preferred to
one which renders part of the writing superfluous, useless, or
inexplicable.” Id. (quotation simplified).

¶39 In reliance on these principles, JM claims that Paragraph 7
wouldn’t have governed PWE’s attorney fees request in this
instance, but that PWE’s request should instead have been based
on Paragraph 23, which governed “Remedies and Damages Upon
Default.” JM points to Paragraph 23(a), which stated that “[i]f an
Event of Default shall have occurred and is continuing,” PWE
would “have the right . . . to exercise its remedies and to collect
damages from” JM. Of note, Paragraph 22(a) then included within
the definition of “Events of Default,” “a failure by [JM] to make
any payment of any Monetary Obligation, regardless of the
reason for such failure,” as well as “a failure by [JM] duly to
perform and observe, or a violation or breach of, any other
provision hereof.” As JM points out, these are the very claims that
PWE asserted in its counterclaims and upon which the attorney
fees award was ultimately based. From all this, JM thus argues
that it’s Paragraph 23, not Paragraph 7, that should have
controlled any request for attorney fees in this situation, because
(1) Paragraph 7 was more specific and (2) interpreting Paragraph
23 in the manner suggested by PWE would render Paragraph 23
superfluous.

¶40 As noted, the district court decided this issue on summary
judgment. We’ve recognized, however, that a contract provision
is “ambiguous” when it “is capable of more than one reasonable

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interpretation because of uncertain meanings of terms, missing
terms, or other facial deficiencies.” Pearce v. Purple Innovation, Inc.,
2025 UT App 45, ¶ 23, 568 P.3d 649 (quotation simplified), cert.
denied, 574 P.3d 524 (Utah 2025). And we’ve also recognized that
if “the language at issue is ambiguous,” “the intent of the parties
becomes a question of fact upon which parol evidence of the
parties’ intentions should be admitted.” Id. ¶ 24 (quotation
simplified); see also E & H Land, Ltd. v. Farmington City, 2014 UT
App 237, ¶ 21, 336 P.3d 1077 (reversing the district court’s grant
of summary judgment after finding that the pertinent contract
language “seem[ed] to support two or more plausible meanings”
(quotation simplified)). “Therefore, in considering a motion for
summary judgment, failure to resolve an ambiguity by
determining the parties’ intent from parol evidence is error.”
WebBank v. American Gen. Annuity Service Corp., 2002 UT 88, ¶ 22,
54 P.3d 1139 (quotation simplified).

¶41 Here, on the state of the current briefing, we think the
Lease can plausibly be read different ways as to whether PWE was
entitled to attorney fees in this circumstance under Paragraph
7(a), or whether the attorney fees request was instead governed
by Paragraph 23 (and only Paragraph 23). Because the court’s
ruling was solely grounded in Paragraph 7(a), and because JM has
put forward a reasonable interpretation as to why Paragraph 7(a)
was inapplicable, we reverse the district court’s conclusion that
PWE was entitled to summary judgment on this issue, and we
remand for determination of this question in light of additional
evidence about the parties’ intent.

CONCLUSION

¶42 For the reasons set forth above, we affirm the district
court’s decision to award PWE damages for unpaid rent, but we
remand for the court to adjust the damages award to account for
the 180-day suspension period. We reverse the district court’s

20230908-CA 16 2025 UT App 181
JM Manufacturing v. PWE

decision to award PWE attorney fees, and we remand for further
proceedings on that issue.

20230908-CA 17 2025 UT App 181