Crosbie v. 750 West Owners Assoc.

2026 UT App 9

THE UTAH COURT OF APPEALS

WESTON CROSBIE,
Appellant,
v.
750 WEST OWNERS ASSOCIATION, TROY A. JUERGENS, RANDI
JUERGENS, DANNY MAUGHAN, ANTIDA MACEDONE,
AND JOHN MACEDONE,
Appellees.

Opinion
No. 20240892-CA
Filed January 23, 2026

Second District Court, Ogden Department
The Honorable Craig Hall
No. 230901089

Ken Brown and Zack Hadley,
Attorneys for Appellant
Blain H. Johnson, Robert L. Janicki, and Matthew A.
Jones, Attorneys for Appellees 750 West Owners
Association, Danny Maughan, Antida Macedone,
and John Macedone
Bradley L. Tilt and Felicia B. Canfield, Attorneys for
Appellees Troy A. Juergens and Randi Juergens

JUDGE JOHN D. LUTHY authored this Opinion, in which
JUDGES GREGORY K. ORME and RYAN M. HARRIS concurred.

LUTHY, Judge:

¶1 Weston Crosbie owns two numbered units in a commercial
development in Harrisville, Utah. He also obtained deeds to two
unnumbered parcels in the same development. When he did, the
owners of the other numbered units asserted that the
unnumbered parcels are designated in the development’s
Crosbie v. 750 West Owners Association

governing documents as common area and that the purported
transfer of those parcels to Crosbie had no legal effect. Crosbie
sued the other owners and the owners association, asserting
(among other things) a claim to quiet title to the two unnumbered
parcels in himself. The other owners and the owners association
moved for summary judgment, which the district court granted,
concluding that the governing documents unambiguously
designate the unnumbered parcels as common area.

¶2 Crosbie appeals, contending that there is ambiguity in the
governing documents as to whether the unnumbered parcels are
common area, that there remains a genuine dispute of material
fact as to the developers’ intent regarding the unnumbered
parcels, and that summary judgment was therefore inappropriate.
We agree. Accordingly, we reverse the grant of summary
judgment and remand this matter for additional proceedings
consistent with this opinion.

BACKGROUND 1

The Creation of the Hart Community Ownership Development

¶3 On July 17, 2015, Sean Hart Properties, LLC (the LLC) and
the William C. and Shelley A. Hart Amended and Restated Trust
(the Trust) (collectively, the Declarants) recorded a plat (the Plat)
for the Hart Community Ownership Development (the
Development). The Development covers roughly two acres of
land mostly adjacent to 750 West in Harrisville. The map portion
of the Plat is reproduced below. The same day the Declarants
recorded the Plat, they recorded an associated Declaration of

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.” M.A. v. Regence BlueCross BlueShield of Utah,
2020 UT App 177, n.1, 479 P.3d 1152 (cleaned up).

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Covenants, Conditions, Easements and Restrictions (the
Declaration).

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The Plat

¶4 The Plat divides the Development—which is identified on
the Plat as “Parcel ‘A’”—into multiple, smaller parcels. Five of
those parcels are identified as numbered units (the Units), which
are each set back roughly twenty-two to twenty-four feet from 750
West.

¶5 Between the Units and the street are thirteen parcels
labeled either “CA” or “LCA,” which stand respectively for
“COMMON AREA” and “LIMITED COMMON AREA.” The Plat
states, “CA = COMMON AREA,” and it defines that term as
follows:

FOR COMMON USE OF ALL OWNERS OF
COMMERCIAL UNITS IN [the Development] AS
SPECIFIED IN [the Declaration] AND IN THE
BYLAWS OF THE PROPERTY OWNERS
ASSOCIATION, FURTHERMORE THE COMMON
AREA IS DEDICATED AS PERPETUAL OPEN
AREA AND AS EASEMENTS FOR PUBLIC AND
PRIVATE UTILITIES.

The Plat states, “LCA = LIMITED COMMON AREA” and defines
that term this way:

PARKING USE FOR THE COMMERCIAL UNIT
OWNERS ADJACENT TO AND WEST OF THE
THE [sic] AREA DESIGNATED AS “LCA” AS
SHOWN HEREON AND AS SPECIFIED IN [the
Declaration] AND IN THE BYLAWS OF THE
PROPERTY OWNERS ASSOCIATION,
FURTHERMORE THE LCA AREA IS DEDICATED
AS PERPETUAL EASEMENTS FOR PUBLIC AND
PRIVATE UTILITIES.

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¶6 The Plat identifies an additional parcel (the Trust Parcel) as
belonging to the Trust. The Trust Parcel is a strip of land running
along the diagonal, western border of the Development. A final,
irregularly shaped parcel (the LLC Parcel) sits generally between
the Units and the Trust Parcel. When the Plat and the Declaration
were recorded, the LLC owned all of the land in the Development
except the Trust Parcel.

¶7 Both the Trust Parcel and the LLC Parcel are marked in
multiple places on the Plat with the abbreviation “PB.” The Plat
notes that “PB” stands for “PARCEL ‘B,’” and it describes
“PARCEL ‘B’” in relevant part as follows:

FOR COMMON USE OF ALL OWNERS OF
COMMERICAL UNITS IN [the Development] AS
SPECIFIED IN [the Declaration] AND IN THE
BYLAWS OF THE PROPERTY OWNERS
ASSOCIATION. FURTHERMORE THE PARCEL
“B” AREA IS DEDICATED AS PERPETUAL OPEN
AREA AND AS EASEMENTS FOR PUBLIC AND
PRIVATE UTILITIES.

The Plat further notes, “PB PER [the Declaration] IS ‘BASICALLY
THE GLOBAL PARCEL A LESS THE UNITS, CA’S AND LCA’S.’
SUCH ENCOMPASSES THE SEPARATE WILLIAM C. &
SHELLY HART PARCEL.”

The Declaration

¶8 The Declaration begins with recitals containing metes and
bounds descriptions of Parcel A (i.e., the Development in full), the
LLC Parcel, and the Trust Parcel. It also contains a recital that
states, “The purpose of this instrument is to provide for the
preservation of the values of both Units and Common Area within
the Project, and for the maintenance of the Common Areas
therein.”

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¶9 The Declaration further provides definitions of terms used
therein, including the following:

• “1.06 ‘Common Area’ shall mean all real property
(including the improvements thereon) owned by
the Association for the common use and enjoyment
of the Owners, as identified in the Plat. The
Common Area to be owned by the Association at
the time of the conveyance of the first Unit shall
constitute all portions of the Project, except the
Units.”

• “1.15 ‘Owner’ shall mean any person who is the
owner of record (as reflected by the records in the
office of the County Recorder of Weber County,
Utah) of a fee or undivided fee interest in any Unit,
and any contract purchaser of any Unit.”

• “1.16 ‘Parcel A’ shall consist of the Project, the LLC
Parcel and the Trust Parcel.”

• “1.18 ‘Project’ shall mean the Property to be divided
into Units, including all structures, improvements,
appurtenances and common areas located or
constructed thereon or belonging thereto.”

• “1.20 ‘Unit’ shall mean and refer to any one of the
numbered Units within the Project as such are
shown upon and designated on the Plat for private
ownership and individually numbered and are
intended to be used and occupied by a single
commercial enterprise.”

¶10 Finally, the Declaration contains the following additional
relevant provisions:

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• “2.02 Division into Units, Limited Common Area and
Common Area. The Project is hereby divided into five
(5) Units, each consisting of a fee simple interest in
a portion of the Project as said Project is defined in
the Plat. The Limited Common Area is for the
exclusive use and benefit of the Owner or Owners
of the Units served thereby. All portions of the
Project not designated as Units or Limited Common
Area shall constitute the Common Area which shall
be owned by the Association for the benefit of all
Owners in accordance with the provisions of this
Declaration.”

• “4.02 Title to Common Area. Title to the Common
Area within the Project shall be held in the name of
the Association and is subject to the rights of any
Owner to the non-exclusive use of the Common
Area in any manner that does not hinder or
encroach upon the rights of others and is not
contrary to the provisions of this Declaration.”

The Weber County Plat Map

¶11 The Weber County Recorder depicted the Development in
the County’s Plat Book. That depiction is reproduced below and
was included without objection in the summary judgment
materials. Rather than designate the entire Development as Parcel
A, it identifies the LLC Parcel as “PARCEL A,” and it combines
the CA and LCA parcels into a single parcel labeled “COMMON
AREA.” The Weber County Recorder’s depiction also replaces the
Unit numbers with the names of the Units’ subsequent, respective
owners, and it labels the LLC Parcel as being owned by the LLC.
The Recorder’s depiction is otherwise consistent with the Plat’s
depiction of the Development.

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The Amendment

¶12 On March 15, 2016, the Trust and the LLC executed an
amendment and addendum to the Declaration (the Amendment).
The Amendment added the following language to section 3.07 of
the Declaration:

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Common areas are those areas that presently are
identified as Common Areas on the dedication plat
of [the Development], which are the existing paved
areas. Future expansion of any paved area, which
may involve the real property described on the
dedication plat of [the Development] as Parcel A
will require the approval of at least 3 of the Unit
Owners in [the Development]. Any proposal to
expand the common areas will require a proposal to
be submitted which includes the costs of
improvements and the effect on assessments due for
each [Unit] Owner. The proposal will be voted upon
by the 5 Unit Owners and the owner of Parcel A. In
the event of any other modification or improvement
proposed to be made to Parcel “A” it is understood
that the owner of Parcel A, together with a
minimum of 3 Unit Owners must approve any
modification or alteration of Parcel A.

At the time the Amendment was executed, the paved part of the
Development consisted solely of the CA and LCA parcels. The
Amendment was recorded on March 17, 2016.

Ownership and Purported Conveyances of the Various Parcels

¶13 As noted above, when the Plat and the Declaration were
recorded, the Trust owned the Trust Parcel while the LLC owned
the rest of the Development. Contemporaneous with the
execution of the Amendment, the LLC deeded Unit 1 to Danny
Maughan and Antida Macedone, who subsequently conveyed
Unit 1 to themselves and John Macedone (the Unit 1 Owners).
Later, the LLC deeded Units 2 and 3 to Troy A. and Randi
Juergens (the Unit 2 & 3 Owners) and Units 4 and 5 to Crosbie. In
2019, the LLC deeded the CA and LCA parcels to the 750 West
Owners Association (the Association). And in 2021, the Trust
executed a deed purporting to convey the Trust Parcel to Crosbie,

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and the LLC executed another deed purporting to convey the LLC
Parcel to Crosbie.

The Litigation

¶14 The Unit 1 Owners and the Unit 2 & 3 Owners (collectively,
the Unit Owners) recorded an affidavit in the Weber County
Recorder’s Office “to provide constructive notice” of “common
area interests” and of an “invalid claim to fee estate.” The affidavit
stated that the Unit Owners objected to the purported
conveyances of the LLC Parcel and the Trust Parcel to Crosbie and
asserted that the deeds he received for those parcels were invalid.
On September 16, 2022, Crosbie sent a letter to the Unit Owners,
asserting that their recorded affidavit constituted a wrongful lien
and demanding that the affidavit be released within ten days. The
Unit Owners released the affidavit on September 29, 2022.

¶15 In 2023, Crosbie filed a complaint against the Association
and the Unit Owners, in which he sought to quiet title to the Trust
Parcel and the LLC Parcel in himself. He also asserted a wrongful
lien claim alleging that the Unit Owners’ affidavit was a wrongful
lien and that it was not timely released.

¶16 The Unit 1 Owners, the Unit 2 & 3 Owners, and the
Association filed separate answers to Crosbie’s complaint. The
Association also brought counterclaims against Crosbie for quiet
title and unjust enrichment. The Unit 2 & 3 Owners brought a
counterclaim against Crosbie for quiet title and crossclaims
against the Association and one of the Unit 1 Owners for,
primarily, breaches of various duties.

¶17 Following discovery, the Unit 2 & 3 Owners filed a motion
for summary judgment asking the court to quiet title to the Trust
Parcel and the LLC Parcel in the Association as “open areas for
common use” and to dismiss Crosbie’s wrongful lien claim. The
Association and the Unit 1 Owners joined that motion. Together
the Unit Owners and the Association argued that the Plat, the

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Declaration, and the Amendment unambiguously designate the
Trust Parcel and the LLC Parcel as common area to be held by the
Association and, thus, that those parcels could not have been
lawfully conveyed to Crosbie.

¶18 Crosbie opposed the motion. He argued that the Trust
Parcel and the LLC Parcel were not designated as common area.
Alternatively, he contended that the governing documents are
ambiguous as to whether the Trust Parcel and the LLC Parcel
were intended to be common area, and he submitted parol
evidence tending to show that they were not intended as common
area. Based on the asserted ambiguity and proffered parol
evidence, Crosbie contended that a genuine dispute of material
fact existed, making summary judgment inappropriate.

¶19 The district court granted the summary judgment motion.
It determined that the governing documents unambiguously
designate the Trust Parcel and the LLC Parcel as common area
owned by the Association. It then concluded that because Utah
law does not allow private ownership of common area in a
subdivision, see generally Utah Code § 10-20-809(2), 2 the deeds
purporting to convey the Trust Parcel and the LLC Parcel to
Crosbie were invalid. The court then quieted title to the Trust
Parcel and the LLC Parcel in the Association. And, having
determined that Crosbie had no private ownership interest in the
Trust Parcel or the LLC Parcel, the court concluded that he had
“no basis whatsoever to assert any claim for a wrongful lien.”
Accordingly, it dismissed both of Crosbie’s claims with prejudice.

2. At the time of the district court’s decision, section 10-20-809 was
codified as section 10-9a-606. Compare Utah Code § 10-20-809
(2025), with Utah Code § 10-9a-606 (2017). Because the substance
of this section was not changed when it was recodified, we cite
the current version for convenience.

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¶20 Following the dismissal of Crosbie’s claims, the
Association stipulated to the dismissal of its counterclaims and
the Unit 2 & 3 Owners stipulated to the dismissal of their
counterclaim and crossclaims. The court dismissed those claims
and entered a final judgment. Crosbie now appeals.

ISSUE AND STANDARD OF REVIEW

¶21 Crosbie asserts that the district court erred by granting
summary judgment in favor of the Unit Owners and the
Association. “We review a district court’s decision granting
summary judgment for correctness, viewing the facts and all
reasonable inferences drawn therefrom in the light most favorable
to the nonmoving party.” NetDictation LLC v. Rice, 2019 UT App
198, ¶ 17, 455 P.3d 625 (cleaned up).

ANALYSIS

¶22 Crosbie contends that there are “discrepancies and
contradiction” between the governing documents that require a
holding that they are ambiguous as to whether the Trust Parcel
and the LLC Parcel are common area. He further contends that
because there is a genuine dispute of material fact regarding how
to resolve the ambiguity, the district court erred in granting
summary judgment. We agree on both counts.

¶23 Our analysis proceeds in three parts. First, we provide an
overview of applicable legal principles. Second, we identify the
inconsistencies that give rise to ambiguity in the governing
documents. Finally, we acknowledge the arguments of the
Association and the Unit Owners against a determination of
ambiguity and explain why we are not persuaded by them.

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I. Applicable Legal Principles

¶24 We construe a declaration of covenants, conditions, and
restrictions together with the plat to which it applies. See View
Condo. Owners Ass’n v. MSICO, LLC, 2005 UT 91, ¶ 24, 127 P.3d
697; B. Inv. LC v. Anderson, 2012 UT App 24, ¶ 9, 270 P.3d 548. We
also interpret plats and declarations in light of the statutes that
govern them. See B. Inv., 2012 UT App 24, ¶ 10.

¶25 Because “restrictive covenants form a contract between
subdivision property owners as a whole and individual lot
owners,” “the interpretation of restrictive covenants is governed
by the same rules of construction as those used to interpret
contracts.” Cocks v. Swains Creek Pines Lot Owners Ass’n, 2023 UT
App 97, ¶ 23, 536 P.3d 130 (cleaned up). Plats are likewise
construed according to the rules of contract interpretation. See
Rowley v. Marrcrest Homeowners’ Ass’n, 656 P.2d 414, 417 (Utah
1982) (implying that because “plats are writings,” “parol evidence
is inadmissible to explain or modify an unambiguous plat”).

¶26 “The parol evidence rule requires courts to first look at the
four corners of a written instrument to determine the parties’
intent, rather than considering extrinsic evidence. But it is
generally recognized that where a written instrument is
ambiguous, such evidence is admissible to show the intent of the
parties.” In re Evan O. Koller Revocable Living Trust, 2018 UT App
26, ¶ 14, 414 P.3d 1099 (cleaned up). “Whether an ambiguity exists
in a contract is a question of law.” Telegraph Tower LLC v. Century
Mortgage LLC, 2016 UT App 102, ¶ 39, 376 P.3d 333 (cleaned up).

¶27 “Ambiguities typically appear in [one of] two forms: An
ambiguity in a contract may arise (1) because of vague or
ambiguous language in a particular provision or (2) because two
or more contract provisions, when read together, give rise to
different or inconsistent meanings, even though each provision is
clear when read alone.” Mellor v. Wasatch Crest Mutual Ins. Co.,
2009 UT 5, ¶ 13, 201 P.3d 1004 (cleaned up).

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¶28 Before declaring an ambiguity, “we attempt to give effect
to each provision, and we look for a reading that harmonizes the
provisions and avoids rendering any provision meaningless. An
interpretation [that] gives effect to all provisions of the contract is
preferred to one which renders part of the writing superfluous,
useless, or inexplicable.” UDAK Props. LLC v. Canyon Creek Com.
Center LLC, 2021 UT App 16, ¶ 18, 482 P.3d 841 (cleaned up).
Indeed, an attempt to “harmoniz[e] conflicting or apparently
ambiguous contract language before concluding that provisions
are actually ambiguous is an important step in the hierarchy of
rules for contract interpretation.” LD III LLC v. Mapleton City, 2020
UT App 41, ¶ 12, 462 P.3d 816 (cleaned up).

¶29 When attempts at harmonization fail and ambiguity exists,
“the intent of the parties becomes a question of fact.” Telegraph
Tower, 2016 UT App 102, ¶ 39 (cleaned up). In that event, parol
evidence “is admissible to clarify the meaning of [the] ambiguous
provisions.” Rowley, 656 P.2d at 417 (cleaned up). Then, only if the
parol evidence produces no genuine dispute regarding the intent
of the parties will summary judgment be appropriate. See Utah R.
Civ. P. 56(a) (“The court shall grant summary judgment if the
moving party shows that there is no genuine dispute as to any
material fact and the moving party is entitled to judgment as a
matter of law.”).

II. Ambiguity

¶30 Here, there are inconsistencies within the Development’s
governing documents as to whether the Trust Parcel and the LLC
Parcel were intended by the Declarants to be common area. To
illuminate those inconsistencies, we first identify provisions of the
governing documents that indicate that the Trust Parcel and the
LLC Parcel are common area. We then identify provisions that
indicate otherwise.

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A. Provisions Indicating that the Trust Parcel and the LLC
Parcel Are Common Area

¶31 The Declaration defines “Common Area” to “mean all real
property . . . owned by the Association for the common use and
enjoyment of the Owners, as identified on the Plat.” This
definition is consistent with the applicable statutory definition of
“common areas,” namely, “property that the association:
(a) owns; (b) maintains; (c) repairs; or (d) administers.” Utah Code
§ 57-8a-102(5). 3 The Plat then identifies both the Trust Parcel and
the LLC Parcel as being part of Parcel B and explains that Parcel
B is “FOR COMMON USE OF ALL OWNERS” and that it is
“DEDICATED AS PERPETUAL OPEN AREA.” These provisions
viewed in isolation plainly indicate that the Trust Parcel and the
LLC Parcel are common area.

¶32 The Association and the Unit Owners contend that a
number of additional provisions in the Declaration work together
to also indicate that the Trust Parcel and the LLC Parcel are
common area. As to their interpretation of these additional
provisions, we disagree.

¶33 First, the Association and the Unit Owners note that the
Declaration says that a “Unit” is “individually numbered” and
“designated on the Plat for private ownership” and that an
“Owner” is “any person who is the owner of record . . . of a fee or
undivided fee interest in any Unit.” They then assert that these
provisions mean that “owner[s] can only privately own [Units],
which are only specially numbered [U]nits on the plat.” However,
the fact that the Units are numbered and designated for private

3. At the time the Declaration was executed, subsection 57-8a-
102(5) was numbered as subsection 57-8a-102(4). Compare Utah
Code § 57-8a-102(5) (2025), with Utah Code § 57-8a-102(4) (2015).
Because the substance of the subsection has not changed, we cite
the current version for convenience.

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ownership by a person qualifying as an Owner does not preclude
the possibility that other, unnumbered parcels in the
Development might also be available for private ownership.

¶34 Second, the Association and the Unit Owners point to the
following provisions of the Declaration:

• “The purpose of this instrument is to provide for the
preservation of the values of both Units and Common
Areas within the Project, and for the maintenance of the
Common Areas therein.”

• “1.06 ‘Common Area’ . . . . The Common Area to be owned
by the Association at the time of the conveyance of the first
Unit shall constitute all portions of the Project, except the
Units.”

• “1.18 ‘Project’ shall mean the Property to be divided into
Units, including . . . common areas . . . belonging thereto.”

• “2.02 Division into Units, Limited Common Area and Common
Area. . . . All portions of the Project not designated as Units
or Limited Common Area shall constitute the Common
Area which shall be owned by the Association for the
benefit of all Owners . . . .”

The Association and the Unit Owners contend that these
provisions divide the Development into only two types of
parcels—Units and common area. But this contention assumes
that the Project encompasses all of the Development, and it
plainly does not. The Declaration provides that “Parcel A”—
which in the Declaration means the Development in full—“shall
consist of the Project, the LLC Parcel and the Trust Parcel.” Thus,
as per the definitions in the Declaration, the LLC Parcel and the
Trust Parcel are not part of the Project, and the answer to whether
they are common area must be gleaned elsewhere.

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¶35 In short, some provisions of the governing documents
plainly indicate that the Trust Parcel and the LLC Parcel are
common area, but the additional provisions upon which the
Association and the Unit Owners rely do not necessarily support
that conclusion.

B. Provisions Indicating that the Trust Parcel and the LLC
Parcel Are Not Common Area

¶36 While some provisions of the governing documents
indicate that the Trust Parcel and the LLC Parcel are common
area, other provisions indicate that they are not. First, the Plat
states that Parcel B “ENCOMPASSES THE SEPARATE WILLIAM
C. & SHELLY HART PARCEL,” and it labels the Trust Parcel as
belonging to the Trust. Because a person other than the
Association may not separately own a parcel designated as a
common area without certain approvals that have not occurred
here, see Utah Code § 10-20-809(2), (5), the Plat’s description of the
Trust Parcel as a separate parcel owned by the Trust indicates that
the Trust Parcel is not common area.

¶37 The Amendment also indicates that the Trust Parcel and
the LLC Parcel are not common area. In relevant part, it states,

Common areas are those areas that presently are
identified as Common Areas on the dedication plat
of [the Development], which are the existing paved
areas. . . . Any proposal to expand the common areas
will require a proposal to be submitted . . . . The
proposal will be voted upon by the 5 Unit Owners
and the owner of Parcel A.

This provision is in itself ambiguous. But, as explained below, the
undisputed facts resolve its ambiguities for summary judgment
purposes, and with those ambiguities resolved, the Amendment
clearly indicates that the Trust Parcel and the LLC Parcel are not
common area.

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¶38 The first ambiguity in the Amendment is what is meant by
“Parcel A.” The Amendment’s reference to Parcel A is ambiguous
because the Plat and the Declaration define Parcel A as all of the
property in the Development (i.e., “the Project, the LLC Parcel and
the Trust Parcel”), which is plainly not what the Amendment
means by Parcel A since the Amendment contemplates Parcel A
as an individual parcel whose owner has certain voting rights. See
Vierig v. Therriault, 2023 UT App 67, ¶ 14, 532 P.3d 568 (stating that
a provision may be ambiguous “because of uncertain meanings of
terms . . . or other facial deficiencies” (cleaned up)). Notably,
however, the Weber County Plat Map’s labeling corresponds with
the usage employed by the Amendment. Specifically, it labels the
LLC Parcel as Parcel A. It also labels the CA and LCA parcels
together as “COMMON AREA.” These labels are plainly
consistent with the Amendment’s usage of these terms. We
therefore infer that (1) “the dedication plat” to which the
Amendment refers is the Weber County Plat Map, (2) the “Parcel
A” to which the Amendment refers is the LLC Parcel, and (3) the
“Common Areas” to which the Amendment refers are the
combined CA and LCA parcels. See Ockey v. Club Jam, 2014 UT
App 126, ¶ 2 n.2, 328 P.3d 880 (“In reviewing a district court’s
grant of summary judgment, we view . . . all reasonable inferences
drawn [from the facts] in the light most favorable to the
nonmoving party . . . .” (cleaned up)).

¶39 The second ambiguity in the Amendment arises from its
failure to state what “the existing paved areas” were when the
Amendment was executed. See Vierig, 2023 UT App 67, ¶ 14
(stating that a provision may be ambiguous “because of . . .
missing terms” (cleaned up)). However, that ambiguity is
clarified by the foregoing recognition that the “COMMON
AREA” on the Weber County Plat Map—i.e., the CA and LCA
parcels—were “the existing paved areas” when the Amendment
was signed. This is further confirmed by Crosbie’s assertion in his
opposition to the summary judgment motion (which assertion
was supported by citation to material in the record) that when the

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Amendment was executed, “[t]he existing paved area” consisted
of the CA and LCA parcels. Because the Association and the Unit
Owners did not contest Crosbie’s assertion, we accept it as true
for purposes of summary judgment. See Utah R. Civ. P. 56(a)(4)
(“Each material fact set forth . . . in the memorandum opposing
the motion . . . that is not disputed is deemed admitted for the
purposes of the motion.”).

¶40 Accordingly, with the ambiguities in the Amendment
resolved (at least for purposes of summary judgment) in the light
most favorable to Crosbie, the Amendment clearly indicates that
the “[c]ommon areas are those areas that presently are identified
as Common Areas on the [Weber County Plat Map], which are the
[CA and LCA parcels].” By thus stating unqualifiedly that the CA
and LCA parcels are the common area, the Amendment clearly
indicates that the Trust Parcel and the LLC Parcel are not common
area. This meaning is further bolstered as to the LLC Parcel by the
fact that the Amendment presupposes that Parcel A—i.e., the LLC
Parcel—will have an individual owner with voting rights. See
Utah Code § 10-20-809(2), (5).

*****

¶41 In sum, certain provisions of the governing documents
indicate that the Trust Parcel and the LLC Parcel are common area
while others indicate that they are not. Because various provisions
of the governing documents “give rise to different or inconsistent
meanings, even though each provision is clear when read alone,”
the governing documents are ambiguous as to whether the Trust
Parcel and the LLC Parcel are common area. Mellor v. Wasatch
Crest Mutual Ins. Co., 2009 UT 5, ¶ 13, 201 P.3d 1004 (cleaned up).
Thus, parol evidence “is admissible to clarify the meaning of [the]
ambiguous provisions.” Rowley v. Marrcrest Homeowners’ Ass’n,
656 P.2d 414, 417 (Utah 1982) (cleaned up). And because the
Association and the Unit Owners have not established the lack of
a genuine dispute of material fact as to what the parol evidence

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Crosbie v. 750 West Owners Association

will show regarding the Declarants’ intent on this point, summary
judgment was improper. See Utah R. Civ. P. 56(a). 4

III. Response to the Arguments Against Ambiguity

¶42 The Association and the Unit Owners present two
arguments against the foregoing conclusion. The first is their
identification of provisions in the governing documents that,
according to them, indicate that the Trust Parcel and the LLC
Parcel are common area. We have concluded that not all of the
provisions the Association and the Unit Owners identify indicate

4. During the summary judgment proceedings, Crosbie submitted
parol evidence suggesting that the Declarants did not intend the
Trust Parcel and the LLC Parcel to be common area. For example,
Crosbie produced a declaration by one of the trustees of the Trust,
who stated that he “never intended for [the Trust Parcel] to be
deemed common area” and that he allowed it to be included in
the Development “only because [he was] told . . . the [Association]
needed the space for a retention pond.” Crosbie also submitted a
declaration by the LLC’s initial owner’s daughter, who said that
the LLC Parcel “was fenced off” and “used exclusively by [her
father] prior to his death.” The Association and the Unit Owners
contend that even if we conclude that parol evidence is generally
admissible to prove the Declarants’ intent with regard to the Trust
Parcel and the LLC Parcel, some of the parol evidence proffered
by Crosbie in opposition to the summary judgment motion is
nevertheless inadmissible under the Utah Rules of Evidence. We
need not rule on the admissibility of Crosbie’s challenged
evidence under the rules because the Association and the Unit
Owners produced no parol evidence of their own to establish the
lack of a genuine dispute of material fact as to the Declarants’
intent. Thus, they were not entitled to summary judgment in any
event. We therefore leave issues regarding the admissibility of
particular parol evidence for the district court to decide on
remand.

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Crosbie v. 750 West Owners Association

that the Trust Parcel and the LLC Parcel are common area. See
supra ¶¶ 33–35. More importantly, merely identifying provisions
that accord with one’s own interpretation does not negate the
ambiguity created by the existence of provisions that clearly
indicate a contrary intent.

¶43 Second, the Association essentially asserts that the various
provisions of the governing documents can be harmonized in
favor of its preferred interpretation. Specifically, it contends that
the Amendment should be construed not as “in any way
revok[ing], chang[ing] or alter[ing] the definition and designation
of Common Areas in the Plat and [the Declaration]” but, instead,
as merely “limit[ing] the Association’s maintenance
responsibilities to ‘existing paved areas.’” Perhaps parol evidence
will end up showing that this was the Declarants’ intent. But
harmonizing a document’s various provisions does not mean
abandoning the clear meaning of one in order to give effect to the
plain meaning of another. See Mellor v. Wasatch Crest Mutual Ins.
Co., 2009 UT 5, ¶ 13, 201 P.3d 1004 (stating that an ambiguity exists
when “two or more contract provisions, when read together, give
rise to different or inconsistent meanings, even though each
provision is clear when read alone” (cleaned up)); Magnesium
Corp. of Am. v. Air Quality Board, 941 P.2d 653, 658–59 (Utah Ct.
App. 1997) (interpreting a document by both “applying the ‘plain
meaning’ rule and reading the [document] as a whole, with an eye
to harmonizing all of its provisions” (emphasis added)). And
here, the plain language of the Amendment—namely, that
“[c]ommon areas are . . . the existing paved areas”—simply cannot
be read to mean merely that the Association is responsible for
maintaining the paved areas. Hence, we decline to adopt the
Association and the Unit Owners’ attempt at harmonization.

CONCLUSION

¶44 The documents governing the Development are
ambiguous as to whether the Trust Parcel and the LLC Parcel are

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Crosbie v. 750 West Owners Association

common area because they contain two or more provisions that,
when read together, give rise to different or inconsistent
meanings on this point, even though each provision is clear when
read alone. Accordingly, parol evidence is admissible to establish
the Declarants’ intent regarding the Trust Parcel and the LLC
Parcel. And because the Association and the Unit Owners have
not shown that the parol evidence on this point yields no genuine
dispute of material fact, summary judgment was inappropriate.
We therefore reverse the grant of summary judgment on Crosbie’s
claims and remand this matter for additional proceedings
consistent with this opinion.

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