Wilson v. Wilson

2026 UT App 72

THE UTAH COURT OF APPEALS

LISA A. WILSON,
Appellant,
v.
BRAD J. WILSON,
Appellee.

Opinion
No. 20240444-CA
Filed May 7, 2026

Third District Court, Silver Summit Department
The Honorable Richard E. Mrazik
No. 184500216

Sara Pfrommer, Emily Adams, and
Melissa Jo Townsend, Attorneys for Appellant
Julie J. Nelson, Michael J. Teter, and Aaron R. Harris,
Attorneys for Appellee

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

TENNEY, Judge:

¶1 Brad and Lisa Wilson began divorce proceedings in 2018. 1
In November 2022, they engaged in mediation to resolve the
division of their marital estate. At the end of the mediation, their
attorneys jointly drafted an email that outlined the terms of an
agreement that Brad and Lisa had reached. Very soon after,
however, Brad and Lisa began disputing various issues relating
to the enforceability and timing of the terms set forth in the email.
Brad eventually filed a motion to enforce the agreement that had

1. Because the parties share the same surname, we’ll refer to them
by their first names moving forward, with no disrespect intended
by the apparent informality.
Wilson v. Wilson

been memorialized in the email. In her opposition to that motion,
Lisa asked the court to take additional evidence on various terms
that, in her view, still needed to be added. After a hearing, the
district court ruled that the email constituted an enforceable,
integrated agreement and that the court therefore did not need to
take additional evidence. The court then made several rulings
relating to the distribution, and the timing of the distribution, of
various marital assets. Following additional litigation, the court
issued a ruling that awarded damages to Brad based on various
actions taken by Lisa that, in the court’s view, had improperly
delayed the distribution to Brad of (1) monies that had been in an
investment account and (2) monies that were linked to various
LLCs.

¶2 On appeal, Lisa first argues that the court erred by
determining that the post-mediation email was a fully integrated
agreement. As explained below, Lisa has not persuaded us that
the court committed any reversible error with respect to this
ruling. Lisa next challenges the court’s decision to award damages
based on her delays. For the reasons set forth below, we see no
error with respect to the damages relating to the investment
account, but we do see error with respect to the damages
associated with the LLCs. We accordingly affirm in part and
reverse in part.

BACKGROUND

¶3 Brad and Lisa were married in 1985, and in 2018, they
began divorce proceedings. The couple had three children
together, but since the children were adults at the time the divorce
proceedings began, the only issues to be resolved concerned the
division of the marital estate.

The Marital Estate

¶4 Brad and Lisa’s marital estate had an estimated value of
over $30 million and was generally comprised of the following

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assets: (1) the marital home; (2) three LLCs; (3) several Fidelity
Investment accounts; and (4) various items of personal property.

¶5 For estate planning purposes, Brad and Lisa had placed
ownership of the marital home in two irrevocable Alaska
Qualified Personal Residence Trusts (QPRTs)—one had been
formed by Brad, and the other had been formed by Lisa. Brad and
Lisa’s three adult children were the beneficiaries of the QPRTs.
The QPRTs were formed with the assistance of Alaska estate
planning counsel (Alaska Counsel) and had complicated terms.
As relevant here, the QPRTs gave Brad and Lisa the right to reside
in the marital home for a fixed term, after which, if they chose to
stay in the home, they would have been required to pay fair
market rent to the beneficiaries. The QPRTs also had detailed
provisions regarding Brad and Lisa’s ability to modify or amend
them. Specifically, the QPRTs provided that during this fixed
term, Brad and Lisa could “not make any amendments” that were
“inconsistent with the settlor’s intention to form and maintain a
valid qualified personal residence trust.” However, each QPRT
provided that the trust would “cease to be a qualified personal
residence trust . . . if the [marital home] cease[d] to be used or held
for use as a personal residence by” Brad or Lisa.

¶6 As indicated, Brad and Lisa also jointly owned three LLCs.
These were (1) Martha’s Vineyard LLC; (2) Creekside Terrace
LLC; and (3) Eagle Crest Condos LLC. The operating agreements
for these LLCs required an independent special manager to
distribute their profits equally between Brad and Lisa.

¶7 As also indicated, Brad and Lisa owned several financial
accounts at Fidelity Investments (the Fidelity accounts). Two of
them in particular ended up mattering in the litigation: one was
an IRA in Brad’s name, while the other was an IRA in Lisa’s name.

The Pre-Mediation Divorce Litigation

¶8 Brad and Lisa engaged in several years of litigation, during
which the district court entered various temporary orders

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governing the management and disposition of the marital home,
the three LLCs, and the Fidelity accounts. In November 2020, Lisa
filed a motion for temporary relief, claiming that Brad was
making “self-directed profit distributions to himself” from the
LLCs. Lisa asked the court to appoint an independent special
manager “to maintain the status quo” and distribute profits
according to the LLCs’ operating agreements. In response, the
district court issued an order that appointed a special manager
(Special Manager) and gave Special Manager authority to manage
the assets of the LLCs. But the court “reserve[d] for later
resolution . . . whether [Brad] should pay additional monthly
distribution amounts” for the applicable period in which he
allegedly made improper distributions.

¶9 In July 2021, Lisa filed a motion arguing, among other
things, that Brad had violated the temporary orders by failing to
cooperate with the parties’ accountant in the preparation of the
LLCs’ tax returns and by pursuing “improper and undocumented
tax deductions.” As a result, Lisa requested “an order directing
that Brad immediately pay” the LLCs, “through . . . Special
Manager, all disproportionate profit distributions made to Brad
of at least $383,881.10” and an “order that Brad cooperate with the
filing of proper tax returns.” In response, the court issued an order
in October 2021 “certif[ying] for evidentiary hearing [Brad’s]
violation of the [temporary order],” and this order noted that this
certification included “alleged disproportionate profit
distributions from Creekside LLC, Martha’s Vineyard LLC, and
Eagle Crest LLC.” The order also stated that the evidentiary
hearing would “occur at trial.”

The November 2022 Mediation and Email

¶10 In August 2022, the court issued an order requiring the
parties to mediate. On November 16, 2022, the parties engaged in
that mediation. After a full day of mediation, the mediator left,
after which the parties’ attorneys jointly drafted an email (the
November 2022 email). This email was drafted on the computer
of Lisa’s counsel, and when the attorneys were done drafting it,

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Lisa’s counsel sent it to Brad’s counsel, and he also copied Brad,
Lisa, and the mediator. The email stated, in full, as follows:

This documents the agreement reached today in
mediation. The parties will split marital assets as
follows:

1. Lisa will convey to Brad her 50%
membership interest in the Creekside LLC.

2. Lisa will convey to Brad her 50%
membership interest in the Martha’s
Vineyard LLC.

3. Brad will convey to Lisa his 50% membership
interest in the Eagle Crest LLC.

4. Lisa will receive 100% ownership of the
[marital] home, and all existing financial
obligations (including mortgages) related to
the home, and the QPRTs will be eliminated.

5. Lisa will receive $3 million of the value of the
marital Fidelity accounts with Brad to receive
the remaining value in such accounts.[2]

6. Brad will receive Lisa’s interest in the
houseboat, motorhome, and Land Cruiser.

7. Married filing separate returns will be filed
in 2020 and 2021. Lisa will receive credit with
IRS of one half of the estimated tax payments
made (currently believed to total $182k, $91k

2. At the time of mediation, the Fidelity account in Brad’s name
was worth around $9 million, and the Fidelity account in Lisa’s
name was worth around $3 million.

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Brad and $91k Lisa). Lisa to pay her share of
tax for $100k IRA payment to Lisa in 2020
from the $91k estimated tax payments.

8. Brad to indicate to the [c]ourt and Summit
County authorities that all previous civil
stalking injunction compliance and violation
issues have been resolved and that the
divorce is settled.

9. Personal property to be reasonably split, with
Lisa to receive her jewelry, the 32” Globe, and
children’s books. Brad to receive his personal
clothing, fishing gear, Christmas train, one-
half of Christmas decorations (pre-
separation), china (Brad’s mother’s and
aunt’s if in the marital home), luggage, and
20” globe. Counsel to agree on the process for
reviewing and dividing the remaining
personal property consistent with existing
[c]ourt orders.

10. Brad agrees to obtain an MRI and
neuropsychological evaluation by qualified
physician recommended by [his doctor] with
expertise regarding TIAs and TBI. Medical
records requested by evaluator are to be
provided by Brad. Written results to be
provided to Lisa, and Lisa will not distribute
any of the written results to anyone without
Brad’s written consent.

11. Winco LLC funds to be split 50/50 with
[Special Manager] to account for and control.

¶11 A few minutes after Lisa’s counsel sent the email, Brad’s
counsel replied, stating, “Agreed. We will plan for these

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provisions to take effect as of December 1, 2022. . . . [D]o you want
me to write up the stipulation, findings, etc. that mimic the term
provisions below?” As the attorneys were leaving for the evening,
however, Lisa’s counsel told Brad’s counsel in person that the
December 1 date was “not a term of the agreement.”

¶12 At 10:20 a.m. the next morning, Brad’s counsel sent an
email to Lisa’s counsel with a draft settlement agreement, stating:

[P]lease see the attached draft that memorializes the
agreement terms that we confirmed yesterday. If
you have changes to suggest, please get those to me
ASAP so that we can get this signed and filed next
week. Once counsel agrees on the scope, we can
circulate to clients for final approval of the written
content of the stipulation. Once that happens, my
office can circulate a DocuSign to make execution
simple.

¶13 In response to Brad’s draft, Lisa’s counsel responded by
noting that the email from Brad’s counsel that had suggested a
December 1 date “was made after the agreement was made,” and
Lisa’s counsel reiterated that the December 1 date was “not a term
of the agreement.” Lisa’s counsel then stated that he had told
Brad’s counsel as they were leaving the mediation that Special
Manager “would need to stay in place . . . until the parties [could]
divide the properties and implement a settlement.” He also noted
that “numerous documents need[ed] to be prepared to implement
the separation[,] including documents to eliminate the QPRTs,”
and he asserted that “the parties’ estate planning lawyers
need[ed] to be consulted if not charged with the task of drafting
such documents.” He maintained that any “‘deal’ documents to
implement the separation of property should come after the
[c]ourt’s order splitting the marital property.” And he further
indicated that he was “happy to provide input on a stipulation
but [they] need[ed] to first agree upon the timing for the
separation and whether dates [were] necessary to the stipulation.”
In a responsive email, Brad’s counsel stated that the “parties did

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not make any deal, whatsoever, in any of the 11 provisions . . . to
unwind slowly or at Lisa’s preferred pace, or that the division of
the business or real estate assets required additional court
approval before becoming effective,” and he further asserted,
“Based on the agreement provisions that you sent, the agreement
is binding as of last night.”

¶14 The parties’ attorneys exchanged several more emails that
day setting forth their views about what the parties had agreed to
and what needed to take place before transferring the marital
assets. During one of these emails, Lisa’s counsel affirmed that, as
set forth in the November 2022 email, “[t]he parties reached an
agreement in princip[le] on material points.” But he then noted
that “we need to implement the parties’ agreement and transfer
marital assets to the parties after a court order is entered and
pursuant to appropriate documents,” after which he stated, “We
expect that 12/31 is a reasonable time frame to get all that needs to
be done completed.” In another email that was sent on the
morning of November 18, Lisa’s counsel stated, “There is no
disagreement that the parties have reached a settlement. . . . But
we do not agree with changing the status quo or existing court
orders until the parties are in a position to close an agreement that
gives each side sole ownership of the marital assets as
contemplated in the parties’ agreement.”

The Motion to Vacate

¶15 Later on the morning of November 18, Brad filed an
expedited motion to vacate the temporary orders that were in
place. Lisa subsequently filed an opposition to Brad’s motion to
vacate, in which she asserted, among other things, that Brad’s
proposed settlement agreement had neglected to include a
“material term”—namely, that “Lisa could make a decision
whether to proceed at all with the negotiated distribution of
marital assets . . . after reviewing” Brad’s MRI and
neuropsychological evaluation.

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¶16 At a hearing on that motion that was held on November
23, the court began by noting that Lisa’s counsel had
“suggest[ed]” that all of the “obligations that the parties [had]
agreed to” could occur “by December 31.” After listening to both
parties’ arguments, the court stated that it was “not prepared to
terminate the temporary orders, because it’s unclear . . . whether
there’s actually been a complete meeting of the minds about the
order of operations, deadlines, and what have you.” Brad’s
counsel then argued that “[Lisa’s counsel] said December 31st,
fine. Let’s do December 31st.” The court then explained that it was
“not going to resolve today whether or not the parties [had]
reached an enforceable agreement,” and it ordered the parties “to
reengage with [the mediator] for an additional session of
mediation.”

The Motion to Enforce

¶17 Shortly before the parties engaged in the second mediation,
Brad filed a motion to enforce the November 2022 email, attaching
several post-mediation emails and his draft settlement agreement
as exhibits to his motion. In this motion, Brad also sought
damages due to Lisa’s refusal to comply with the terms of the
November 2022 email. The parties participated in a second
mediation on November 30, 2022, but this mediation was
unsuccessful.

¶18 On January 13, 2023, Lisa’s counsel sent Brad’s counsel a
proposed settlement agreement that was signed by Lisa. After
Brad’s counsel rejected this proposed agreement, Lisa filed an
opposition to Brad’s motion to enforce. There, Lisa first argued
that the November 2022 email was a privileged mediation
communication and was thus inadmissible. In the alternative, Lisa
argued that even if the November 2022 email was admissible, the
court should conclude that the parties had “reached no
agreement” due to the fact that Brad’s proposed settlement
agreement “include[s] material terms never agreed to by Lisa.”
Finally, Lisa argued that if the court concluded that the November
2022 email was admissible and that it constituted an enforceable

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agreement, the court should rule that the parties had “reached a
property settlement which [could] and must be implemented in
accordance with” Lisa’s proposed settlement agreement (which
she attached to her opposition).

¶19 One of the central concerns outlined in Lisa’s opposition
was how to eliminate the QPRTs. 3 Lisa maintained that Brad’s
proposed settlement agreement came “nowhere close” to
effectuating the parties’ agreement from the November 2022
email that “the QPRTs [would] be eliminated.” She contended
that in order to “accurately memorialize and accomplish the
intent of the [November 2022 email],” the parties needed to follow
advice that had been given by Alaska Counsel—specifically, that
the elimination of the QPRTs “would be accomplished . . . after
notice to the parties’ children (the QPRT beneficiaries) and entry
of a necessary [c]ourt order under Alaska Statute [section]
13.36.345 due to ‘changed circumstances.’”

¶20 Lisa also contested Brad’s proposal for how to distribute
the funds in the Fidelity accounts. She argued that Brad’s
proposed settlement agreement called for her to “pay[] Brad
about $142,000 from the Fidelity account with her name on it,”
which was “a result that [was] not consistent with the [November
2022] email’s plain language”—namely, that Lisa was to “receive

3. As noted above, the marital home was owned by two QPRTs—
one formed by Brad and the other formed by Lisa. Because each
of the QPRTs included a provision stating that the person’s trust
would terminate “if the [marital home] cease[d] to be used or held
for use as a personal residence” by that person, Brad’s QPRT
seems to have been eliminated in 2018 when he moved out of the
marital home. Indeed, at one point in her opposition
memorandum, Lisa expressed this view. But even so, Lisa’s
arguments about the QPRTs below were typically written in the
plural (i.e., she discussed the elimination of the QPRTs), and she
continues to do so on appeal. Because this ultimately makes no
difference to the result we reach in this appeal, we’ll follow suit.

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$3 million of the value of the . . . Fidelity accounts with Brad to
receive the remaining value in such accounts.”

¶21 Finally, Lisa pushed back on Brad’s assertion that the
parties could have completed a closing on the necessary
transactions by December 1, 2022. She noted that Brad had first
raised that date after the November 2022 email was sent and that
it was not a term of the agreement. Instead, Lisa argued that in
order for her “to obtain the benefit of what she bargained for,”
there must be “a simultaneous receipt of one-half the value of
marital property by the parties at a closing.”

¶22 The court held a hearing on Brad’s motion to enforce on
March 14, 2023. Early in the hearing, the court ruled that the
November 2022 email was “not a privileged mediation
communication.” 4 The court then indicated that, as it understood
the current state of things, the parties’ remaining disagreements
were about “how to [e]ffect or enforce the terms of the parties’
November 16 agreement,” particularly regarding “elimination of
the QPRTs, securing the $3 million held in the Fidelity accounts
. . . , [and] handling of the MRI and neuropsych evaluation of
[Brad] in the sequence or timing of events.”

¶23 The court then asked Lisa’s counsel whether he agreed that
the November 2022 email was “an unambiguous enforceable
agreement” “[s]uch that consideration of extrinsic evidence
would be impermissible.” Lisa’s counsel responded that he did
not. Lisa’s counsel instead asserted that the November 2022 email
was “missing several terms,” and he asked for permission to
present extrinsic evidence as to those additional terms.

¶24 Lisa’s counsel stated that one of these “additional material
terms” related to the MRI and neuropsychological evaluation that
Brad was required to undergo (the Evaluation). Lisa’s counsel
referred the court to the language in the November 2022 email
stating that the results of the Evaluation “would be provided to

4. Lisa does not challenge this portion of the ruling on appeal.

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[Lisa].” Lisa’s counsel then said that “a dispute” had arisen almost
“[i]mmediately” after the mediation “with respect to the meaning
of that.” Lisa’s counsel said that Lisa had “requested and
contemplated” the ability to “make a go or no-go decision” on the
agreement itself depending on the results of the Evaluation. Lisa’s
counsel said that Brad had refused to allow anyone else to see
those results, however, and “[t]hat’s when it fell apart.”

¶25 During an ensuing dialogue with the court about this,
Lisa’s counsel told the court that because Lisa couldn’t fully
understand the meaning of those test results without assistance,
Lisa had agreed to “proceed on [the] terms as mapped out” in the
November 2022 email (i.e., with terms requiring Brad to submit to
an exam, but without an extra provision stating that she could
withdraw her assent to the agreement based on those results).
Lisa’s counsel further acknowledged that Lisa’s proposed
settlement agreement had not included a provision for her to
“review” the Evaluation results. At that point, the court asked,
“Well, then how integral could [that term] be?” Lisa’s counsel
responded, “[O]ur legal judgment and decision—it’s very
material. But we’ve taken it out because we could not get an
agreement that [Lisa] could consult with medical professionals to
be able to evaluate that, and we felt like we’re better off in that
situation with letting [Brad] do what he will with his own
examination.” 5

¶26 During this hearing, the parties also discussed the
elimination of the QPRTs. The court asked Lisa’s counsel why Lisa
hadn’t yet taken steps to eliminate the QPRTs. Lisa’s counsel
explained that he was told by Alaska Counsel that “the way to do

5. It’s unclear to us whether, through the statements we’ve quoted
above, Lisa’s counsel meant that Lisa had agreed to not insist on
this term during the November 2022 mediation itself, or instead
whether counsel meant that Lisa had agreed to omit this term
when she submitted her proposed settlement in January 2023.
Either way, what is clear is that Lisa’s counsel was telling the court
that Lisa had agreed at some point to withdraw this term.

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this was to either get written consent of the beneficiaries of the
QPRTs, or have a hearing and notice those beneficiaries and
recognize that under a specific Alaska statute that . . . there’s been
a change in circumstances based upon the divorce, and the
provisions could be modified.” The court then asked Brad’s
counsel what his position was on the elimination of the QPRTs, to
which Brad’s counsel said that under the terms of the QPRTs, an
“independent trustee” could be appointed who would have
“discretion” to distribute the trust assets to Lisa. When pressed by
the court as to possible objections from the beneficiaries regarding
elimination of the QPRTs, Brad’s counsel stated that Brad “[had]
already talked to the kids and they’re not going to object.”

¶27 In response, Lisa’s counsel asserted that Brad’s approach
“just seems more complicated than what [Alaska Counsel]
recommended, [which was to] just get a court order under this
provision for the change in circumstance [and] either get [the
beneficiaries] to sign off, which is just simply signing the
document, or give them notice if they don’t sign it.” Lisa’s counsel
affirmed that Alaska Counsel had told him that it didn’t have to
be an Alaska court that implemented the order and that “the
divorce court can do it.” Seemingly accepting this proposal,
Brad’s counsel then stated, “I think Your Honor can just enter the
order at this point.” Lisa’s counsel then reminded the court that
Alaska Counsel “said we need to give notice to the beneficiaries,”
but when the court asked if Alaska Counsel “[had] any legal
authority for that,” Lisa’s counsel responded, “I didn’t ask.”
Brad’s counsel then stated that “the beneficiaries have been on
notice since November [2022] that this [was] pending.”

¶28 At the close of the March 14 hearing, the court made an oral
ruling. The court first ruled that the November 2022 email was
“an enforceable settlement agreement” that was “unambiguous
on its face as a matter of law” because “Brad’s counsel
unambiguously responded to that email, . . . ‘agreed’” and
because “[t]he face of the agreement shows a meeting of the minds
as to its integral terms, and [it] shows terms that are sufficiently
definite and capable of being enforced.” The court accordingly

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denied Lisa’s request to present additional extrinsic evidence
about the allegedly missing terms.

¶29 The court acknowledged that the November 2022 email
was “silent as to a deadline for the parties’ respective
performances,” but it then ruled that in such a circumstance, “the
law implies a reasonable time under the circumstances.” The
court noted that “Lisa’s counsel” had previously “suggested that
December 31, 2022, which was approximately 45 days in the
future, would be a reasonable deadline for performance,” and it
further noted that Brad’s counsel had “agreed that that was
workable.” The court thus ruled that “45 days approximately
from today or on or before April 28, [2023,] is a reasonable
deadline by which the parties will need to conduct a closing and
tender and exchange their respective performances.” In response
to further dialogue with the attorneys, the court also stated that it
was ordering “a simultaneous exchange, whether at closing, or
earlier of the relinquishment of the LLC interests.”

¶30 Turning to the elimination of the QPRTs, the court found
that “there ha[d] been a substantial change in circumstances not
anticipated by the settlors”—i.e., that they “did not anticipate
getting divorced at that time”—and that under Alaska Statute
section 13.36.345, the QPRTs “may be terminated.” The court
accordingly “order[ed] the parties to do so.”

¶31 Finally, the court deferred ruling on Brad’s still pending
request for damages, concluding that it would need to hold an
evidentiary hearing before ruling on that request.

¶32 On April 14, 2023, the court issued a written order that
memorialized the oral ruling from the March 14 hearing. That
same day, the parties transferred their respective interests in the
LLCs, and they further completed the necessary documentation
transferring ownership of the marital home to Lisa. With respect
to the Fidelity accounts, the parties also exchanged on that same
day most of the documents that would be necessary to transfer
funds from Lisa’s account to Brad, but this transfer was halted

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when the parties began disputing the precise mechanism for the
transfer (which the parties apparently believed might have tax
implications) and the proper date on which to value the amounts
in the accounts.

¶33 In May 2023, the court issued Findings of Fact and
Conclusions of Law, along with a Decree of Divorce, which,
together, settled the division of the parties’ assets in terms
consistent with those set forth in the November 2022 email.

The Rule 60 Motion and Further Proceedings on Damages

¶34 Following the entry of the divorce decree, Lisa filed a
motion pursuant to rule 60 of the Utah Rules of Civil Procedure.
There, Lisa asked the court to set aside the decree because, in her
view, the decree had not resolved several outstanding issues,
including (1) how and when to value the Fidelity accounts;
(2) whether Lisa was entitled to various tax credits; and (3) who
should receive various items of personal property. In the course
of describing the prior proceedings, Lisa stated:

At the March 14, 2023 hearing, the [c]ourt granted
Brad’s motion to enforce the November [2022 email]
as a binding and complete settlement, but the
[c]ourt ordered that such a settlement would be
implemented not as specifically proposed by either
party. The [c]ourt’s oral ruling, however, adopts, in
Lisa’s view, only immaterial aspects of the
implementation terms proposed by Brad’s counsel,
and instead adopts the materially different terms
sought by Lisa despite Lisa’s reservation that no
settlement was ever reached as to all marital assets
and liabilities.

Lisa also included a footnote asserting that the court had “ordered
a simultaneous exchange rather than Brad’s receipt of all
consideration prior to Lisa’s receipt of the majority of her

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consideration, and the [c]ourt eliminated” the QPRTs “by [c]ourt
order as requested by Lisa and as recommended by [Alaska
Counsel].” In a subsequent reply memorandum on her rule 60
motion, Lisa affirmatively stated that the “parties’ disputes
regarding how to implement the November . . . 2022 email were
also resolved by the [c]ourt largely in Lisa’s favor.”

¶35 The court later granted Lisa’s rule 60 motion, stating that
when it had entered the divorce decree, “it mistakenly
understood that the parties had resolved remaining property
allocation issues.” The court agreed to “hold an evidentiary
hearing to make the determinations necessary to fully resolve
those property division matters.”

¶36 A two-day evidentiary hearing was held on November 27
and 28, 2023. On the first day of the hearing, the parties presented
evidence and arguments about the issues the court had agreed to
resolve pursuant to Lisa’s rule 60 motion. With respect to the
Fidelity accounts, the parties agreed that the value of Lisa’s
account had been in excess of $3 million since the time of the
November 2022 email (albeit at fluctuating amounts). In light of
the provision in the November 2022 email stating that Lisa would
receive “$3 million of the value of the marital Fidelity accounts
with Brad to receive the remaining value in such accounts,” the
disagreement thus focused on which date should control the
valuation—and, thus, how much Brad should now receive. Lisa
argued that the accounts should be valued as of December 31,
2022—the date that the court had previously ruled would have
been a reasonable date on which the parties could close. Brad,
however, argued that the Fidelity accounts should be valued as of
April 14, 2023, the date on which the parties had transferred their
interests in the LLCs and the home, and on which they had
exchanged some documents that, but for their last-minute
dispute, would have allowed Lisa to transfer funds to Brad from
her Fidelity account.

¶37 On the second day of the hearing, the court addressed the
outstanding issues regarding Brad’s request for damages. The

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court expressed its understanding “that Lisa took the position in
court beginning after the November 16, 2022 mediation through
December 31st, and through the hearing on [Brad’s] motion to
enforce . . . , that there was no enforceable settlement agreement.”
Lisa’s counsel corrected the court, stating that Lisa’s position was
that the parties had “not reached agreement with respect to all
material terms” and that “there [were] conditions,” but that if the
court was “enforcing a settlement agreement, it [could] and
should enforce it pursuant to the terms that [would] eliminate the
QPRTs.” The court responded, “Okay. Got it. And then there was
a disagreement about how to eliminate the QPRTs. Ultimately, the
[c]ourt adopted Brad’s view of that, correct?” Lisa’s counsel
replied, “No. The [c]ourt adopted Lisa’s view of that . . . . And the
[c]ourt entered an order under the Alaska statute that [Alaska
Counsel] had recommended.”

¶38 Following the hearing, the court entered Supplemental
Findings of Fact and Conclusions of Law on April 16, 2024. Early
in this ruling, the court found that “[b]ut for Lisa taking the
position” that the November 2022 email “was not an enforceable
written agreement . . . , the parties would have closed . . . on or
before December 31, 2022.” The court then concluded that “the
litigation positions and tactics taken by Lisa, after Brad informed
the [c]ourt of the November [2022 email] settlement agreement by
the parties, [were] the cause of the three and a half months of
delay of the performance required” in the November 2022 email.

¶39 Turning to the Fidelity accounts, the court found that the
evidence showed that the “parties made their November 16, 2022
agreement based on the values of the IRA accounts on November
16, 2022, and that the values of the accounts on that date are the
values that each party understood would be the values governing
the parties’ bargained-for exchange.” The court then concluded
that because Lisa’s balance on that date was $3,146,732, she “was
obligated to transfer $146,732 to Brad,” plus an award of statutory
interest.

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¶40 Finally, the court determined that because the transfers of
the parties’ interests in the LLCs didn’t occur until April 14, 2023,
“Brad failed to receive cash that he would have received had those
transfers occurred on or before December 31, 2022.” The court
found that the income streams for Creekside LLC and Martha’s
Vineyard LLC (the two LLCs that Brad was awarded in the
November 2022 email) from January 2023 through April 2023,
plus interest, amounted to $129,828.20. The court accordingly
ordered Lisa to pay that amount to Brad as damages for her delay.

¶41 Lisa now appeals.

ISSUES AND STANDARDS OF REVIEW

¶42 Lisa first argues that the district court erred by determining
that the November 2022 email was a fully integrated agreement
without considering any extrinsic evidence to make that
determination. 6 “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. If there is a clear integration clause, the
integration inquiry generally ends.” Reid v. All Surface LC, 2025 UT
App 134, ¶ 31, 578 P.3d 259 (emphasis in original, quotation
otherwise simplified), cert. denied, 585 P.3d 48 (Utah 2026). Neither
of the parties here asserts that the November 2022 email contained
an integration clause. Where, as here, “there is no clear integration
clause, . . . a court may consider relevant parol evidence and
determine as a matter of fact whether the writing is integrated.”
Id. (emphasis in original, quotation otherwise simplified). And
when the question of integration is a question of fact, we review

6. Brad claims that this issue is not preserved, but we disagree. At
the hearing on Brad’s motion to enforce, Lisa advanced her
argument that the November 2022 email was not completely
integrated, and the district court later explicitly noted that Lisa
had preserved this issue at the evidentiary hearing that was held
in November 2023.

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the district court’s factual determination for clear error. See
Tangren Family Trust v. Tangren, 2008 UT 20, ¶ 10, 182 P.3d 326.

¶43 Lisa next argues that the district court erred by ordering
her to pay damages relating to her delays. As explained below,
we view part of the ruling in question as turning on the district
court’s interpretation of the parties’ agreement. We review that
aspect of the ruling for correctness. See Mind & Motion Utah Invs.,
LLC v. Celtic Bank Corp., 2016 UT 6, ¶ 15, 367 P.3d 994 (“The
interpretation of a contract is a legal question, which we . . . review
for correctness.”). With respect to the decision to award sanctions
itself, we review that decision for an abuse of discretion. See Raass
Bros. Inc. v. Raass, 2019 UT App 183, ¶ 11, 454 P.3d 83. An abuse
of discretion “may be demonstrated by showing that the district
court relied on an erroneous conclusion of law or that there was
no evidentiary basis” for its ruling. Id. (quotation simplified).

ANALYSIS

I. Enforcement of the November 2022 Email

¶44 Lisa first argues that the district court erred by not taking
extrinsic evidence before deciding that the November 2022 email
was a fully integrated and enforceable contract. In her briefing,
Lisa insists that she was not asking the district court to vary from
the stated terms of the November 2022 email. Rather, she argues
that if the court had taken extrinsic evidence, it would not have
held that the November 2022 email was fully integrated and that
it would have instead concluded that additional terms should be
added. Specifically, she contends that extrinsic evidence would
have shown that there were four additional terms (or, as indicated
below, categories of terms) that still needed to be added to the
parties’ agreement, namely:

1. a term setting forth the timing by which the parties would
exchange their respective documents and convey their
interests in the various marital assets;

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2. a term establishing the mechanism by which the QPRTs
would be eliminated;

3. a term allowing Lisa to withdraw her assent to the
November 2022 email depending on the results of the
Evaluation; and

4. additional terms governing various issues that the court
had reserved for trial, including Brad’s alleged
misappropriation of the LLCs’ profits, as well as Brad’s
alleged mishandling of the LLCs’ tax returns.

¶45 For the reasons set forth below, we see no reversible error
with respect to any of the above.

A. Timing

¶46 In Lisa’s briefing, she essentially raises two components
regarding her timing claim: first, she argues that extrinsic
evidence would have shown that the parties had anticipated a
single, simultaneous closing, and second, she argues that
evidence would have shown that the parties needed a reasonable
period of time in which to complete this closing.

¶47 It’s true that the November 2022 email did not explicitly
establish either of these things. But in order to prevail on her
claim, Lisa needs to show not only that the court erred by not
taking additional evidence, but also that she was harmed by the
court’s failure. A “harmless error is an error that is sufficiently
inconsequential that there is no reasonable likelihood that it
affected the outcome of the proceedings.” Lundahl Farms LLC v.
Nielsen, 2021 UT App 146, ¶ 48, 504 P.3d 735 (quotation
simplified). “If we conclude that an error is harmless, we are not
required to reverse.” RJW Media Inc. v. Heath, 2017 UT App 34,
¶ 33, 392 P.3d 956 (quotation simplified); see also Utah R. Civ. P.
61 (“The court at every stage of the proceeding must disregard
any error or defect in the proceeding which does not affect the
substantial rights of the parties.”). Here, Lisa has not persuaded

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us that she was harmed by the court’s failure to consider extrinsic
evidence with respect to timing. This is so because Lisa ended up
receiving both of the things that she’s now claiming should have
been added as terms to the agreement.

¶48 First, in the district court’s March 2023 ruling on Brad’s
motion to enforce, the court ordered the parties to conduct a
single, simultaneous closing. And in subsequent filings, Lisa
repeatedly acknowledged that the court had indeed ordered this.
For example, in her rule 60 motion, Lisa stated that the “[c]ourt’s
oral ruling . . . adopts, in Lisa’s view, only immaterial aspects of
the implementation terms proposed by Brad’s counsel, and
instead adopts the materially different terms sought by Lisa.” In
a footnote, Lisa more specifically stated that the district court had
“ordered a simultaneous exchange rather than Brad’s receipt of
all consideration prior to Lisa’s receipt of the majority of her
consideration.” Then, in her rule 60 reply memorandum, Lisa
reiterated her broader view that the “parties’ disputes regarding
how to implement the November . . . 2022 email were also
resolved by the [c]ourt largely in Lisa’s favor.” 7

¶49 Second, as for Lisa’s claim that there needed to be a term
giving the parties a “reasonable time” in which to accomplish the
closing, the district court concluded in the March 2023 oral ruling
that while the November 2022 email was “silent as to a deadline
for the parties’ respective performances,” “the law” would allow
it to “impl[y] a reasonable time under the circumstances.” See
NetDictation LLC v. Rice, 2019 UT App 198, ¶ 27, 455 P.3d 625. The

7. Lisa’s claim seems to be that a simultaneous closing should
have been included in the parties’ agreement. This seems slightly
different from a potential claim that a party later violated its
obligations by not participating in such a simultaneous closing.
We don’t regard Lisa as having fully briefed the latter type of
claim. Regardless, the record shows that with just a few
exceptions, the parties did in fact effectuate a single, simultaneous
closing on April 14, 2023, and those exceptions were later resolved
by the court in the November 2023 hearing.

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court then noted that Lisa’s counsel had originally suggested that
the parties could close by December 31, 2022, which was about 45
days from the date of the November 2022 email, and that this was
“a reasonable time frame to get all that needs to be done
completed.” In the court’s view, this showed that Lisa had
believed that a period of 45 days was sufficient to allow the parties
to complete the closing. From this, the district court gave the
parties 45 days from the hearing in March 2023—i.e., until April
28, 2023—“to conduct a closing and tender and exchange their
respective performances.” On appeal, Lisa does not meaningfully
argue, much less persuade us, that this was an unreasonable
amount of time. Thus, as with the simultaneous closing issue, it
seems clear to us that Lisa ended up receiving the very thing that
she is now asserting should have been memorialized in the
agreement.

¶50 Given the above, we see no basis for concluding that Lisa
was prejudiced by the district court’s failure to consider extrinsic
evidence with respect to any issue relating to timing.

B. Elimination of the QPRTs

¶51 The November 2022 email provided that “the QPRTs
[would] be eliminated.” During the litigation that followed, the
parties expressed various views on how this was to be done. At
the March 2023 hearing, Lisa’s counsel stated that Alaska Counsel
had recommended that the parties “just get a court order under”
Alaska Statute section 13.36.345 “for the change in circumstance
[and] either get [the beneficiaries] to sign off, which is just simply
signing the document, or give them notice if they don’t sign it.” In
accordance with that request, the court made a finding in its
March 2023 oral ruling that “there [had] been a substantial change
in circumstances not anticipated by the settlors,” i.e., that they
“did not anticipate getting divorced at that time,” and that under
Alaska Statute section 13.36.345, the QPRTs “may be terminated.”
The court then “order[ed] the parties” to terminate the QPRTs
accordingly. In its written ruling, it further “order[ed] the parties
to complete transfers as described herein to eliminate the QPRTs.”

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¶52 On appeal, Lisa argues that this order was “improper
because (1) the QPRTs were not parties to the proceedings and
(2) the district court’s order misapplied the Alaska statute that it
purported to rely on and accordingly did not properly eliminate
the QPRTs.” In particular, she contends that the court erred by
disregarding her assertion “that the consent of the beneficiaries
was required,” noting that, in addition to Alaska Statute section
13.36.345, which allows an irrevocable trust to be terminated
because of unanticipated circumstances, Alaska Statute section
13.36.360 “allows” an irrevocable trust to be terminated “by
consent of the beneficiaries.” She further argues that section
13.36.345 (as well as section 13.36.060) “requires that the request
to terminate an irrevocable trust . . . be commenced by ‘a petition’”
and under Alaska Statute section 13.06.110, all “interested parties
must be given notice of [that] petition.”

¶53 But in the proceedings below, Lisa repeatedly assured the
court that the approach she was asking the court to take was
“recommended by [Alaska Counsel].” In fact, she specifically
stated that Alaska Counsel had “confirmed that [the district court
could] enter such an order pursuant to the parties’ agreement
under [Alaska Statute section 13.36.345] and that such orders are
not uncommon in divorces.” Lisa further represented to the court
at the March 2023 hearing that Alaska Counsel had told her that
it didn’t have to be an Alaska court that implemented the order
but that “the divorce court [could] do it.” 8

8. We further note that the only Alaska statute that was presented
to the court in the proceedings below was Alaska Statute section
13.36.345. On appeal, Lisa does not argue that it was error for the
court to terminate the QPRTs based on section 13.36.345, as
opposed to section 13.36.360. Rather, Lisa’s opening brief notes
that “under Alaska law, a court may terminate an irrevocable
trust” under Alaska Statute section 13.36.345 but an irrevocable
trust “may also be terminated” under Alaska Statute section
13.36.360. (Emphases added.) And we note that under section
(continued…)

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¶54 Perhaps more importantly, in various proceedings after the
court’s March 2023 ruling, Lisa repeatedly and affirmatively
stated that the district court had now done what she had
requested regarding the elimination of the QPRTs. In her rule 60
motion, for example, Lisa stated that the court had “eliminated”
the QPRTs “by [c]ourt order as requested by Lisa and as
recommended by [Alaska Counsel].” And at the November 2023
evidentiary hearing, she stated that the “[c]ourt [had] adopted
Lisa’s view” regarding elimination of the QPRTs and had
“entered an order under the Alaska statute that [Alaska Counsel]
had recommended.”

¶55 In light of these representations to the court, we see no
basis for accepting Lisa’s assertions on appeal that the court’s
resolution of this issue was somehow improper or inadequate.
Under the judicial estoppel doctrine, “a person may not, to the
prejudice of another person, deny any position taken in a prior
judicial proceeding between the same persons or their privies
involving the same subject matter, if such prior position was
successfully maintained.” Cafe Rio, Inc. v. Larkin-Gifford-Overton,
LLC, 2009 UT 27, ¶ 42, 207 P.3d 1235 (quotation simplified). And
under the invited error doctrine, a party cannot obtain relief on
appeal when the party had “manifest[ed] some sort of affirmative
representation to the trial court that the court [was] proceeding
appropriately.” State v. Popp, 2019 UT App 173, ¶ 23, 453 P.3d 657.
Both doctrines apply here, where Lisa repeatedly told the district
court below what was required to eliminate the QPRTs, and
where she then later repeatedly and explicitly told the court that
it had properly eliminated the QPRTs pursuant to her requests. In
light of those representations, she cannot now claim on appeal

13.36.345, consent of the beneficiaries is not required to terminate
an irrevocable trust. Thus, we see no error in the court’s decision
to terminate the QPRTs under section 13.36.345 rather than
section 13.36.360, especially when that was the statute that Lisa
asked the court to apply.

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that the court erred by not eliminating them in some other
manner. 9

C. The Evaluation

¶56 Lisa next argues that the district court should have taken
extrinsic evidence on whether there was an additional term that
would allow her to withdraw her assent to the terms set forth in
the November 2022 email once she received the results of the
Evaluation.

¶57 But we note that this additional term was not included in
Lisa’s own proposed settlement agreement, which she sent to
Brad in January 2023. Indeed, in that proposal, Lisa took out the
provision from the November 2022 email that had given her the
right to receive the written results of the Evaluation. 10 This at least
arguably suggests that, two months after the November 2022

9. We acknowledge that, in the March 2023 hearing, Lisa
expressed her understanding that the beneficiaries of the QPRTs
(which, as noted, were the parties’ children) needed to be given
notice or instead affirmatively agree to the dissolution of the
QPRTs. Brad told the court that this had occurred, but the court
never entered a finding that it had, nor did it rule that they had
been notified in a way that was meaningful under Alaska law.
That said, however, after the court issued its March 2023 ruling,
Lisa repeatedly told the court that it had already properly
dissolved the QPRTs. Thus, even if the beneficiaries themselves
could in theory challenge the dissolution in some proceeding,
what we hold here is that under principles of judicial estoppel and
invited error, Lisa cannot challenge the adequacy of the court’s
actions in this appeal because she repeatedly assured the court
below that it had already done enough.

10. Under Lisa’s January 2023 proposal, Brad was still required to
obtain the Evaluation, but that proposal said nothing about Lisa
being able to receive the results, much less withdraw her assent to
the November 2022 email based on them.

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mediation, Lisa did not think that there had been some prior
agreement under which she was allowed to withdraw her assent
based on her review of the Evaluation.

¶58 But more importantly, in subsequent proceedings, Lisa
stated that she had consciously withdrawn this additional term.
At the March 2023 hearing, Lisa’s counsel had an exchange with
the court in which he specifically affirmed that in Lisa’s proposed
settlement agreement, Lisa had not included a provision allowing
her to “review” the results of the Evaluation because she was
“willing to proceed on these terms as mapped out” in the
November 2022 email “without seeing” the results of the
Evaluation. Lisa’s counsel explained that Lisa had decided to
“take[] . . . out [this term] because [they] could not get an
agreement that [Lisa] could consult with medical professionals to
be able to evaluate [the results],” and “if [she couldn’t] talk to a
medical professional about what [the results meant], then [she
couldn’t] . . . exercise that provision” to withdraw her consent
based on the results of the Evaluation.

¶59 Given this, even if it were true that the parties had
previously agreed on this as an additional term, the above
affirmations made by Lisa’s counsel during the March 2023
hearing are a clear showing that Lisa had subsequently
abandoned it. See generally Lucky Seven Rodeo Corp. v. Clark, 755
P.2d 750, 753 (Utah Ct. App. 1988) (“Abandonment means the
intentional relinquishment of one’s rights in the contract; and in
order to nullify such rights, there must be a clear and unequivocal
showing of such abandonment.”). We therefore see no basis for
reversing based on the district court’s failure to consider extrinsic
evidence about whether the parties had previously agreed to this
term.

D. Other Additional Terms

¶60 Finally, Lisa argues that there were additional issues that
she “had long been concerned about that [she] had litigated over,
which were not addressed by the November 2022 [email] nor

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explicitly excluded,” such as Brad’s alleged misappropriation of
the LLCs’ profits (the Misappropriation Issue) and Lisa’s concerns
regarding Brad’s handling of the LLCs’ tax returns (the Tax
Liability Issue). Lisa further argues that she “[was] harmed by the
non-inclusion of [such] terms in the divorce decree” because “she
never formally agreed to relinquish” them. In her view, “[i]t was
unreasonable for the court to assume, without hearing any
evidence . . . , that Lisa intended to give up on [these issues],
absent a clear articulation that [they were] resolved.” But Lisa has
not persuaded us that there was any reversible error. This is so for
two principal reasons.

¶61 First, Lisa simply has not proved her claim. When a party
contends that an otherwise integrated agreement is missing terms
(i.e., that the agreement is only partially integrated), extrinsic
evidence “is admissible to show what the entire contract really was,
by supplementing, as distinguished from contradicting, the
writing.” Stanger v. Sentinel Sec. Life Ins. Co., 669 P.2d 1201, 1205
(Utah 1983) (emphasis added, quotation otherwise simplified). In
the absence of any extrinsic evidence showing that the parties had
actually agreed upon the missing term (or at least intended to
include a specific term), the party cannot ask the court to rewrite
the contract to supply the term that the parties omitted. See Hal
Taylor Assocs. v. Unionamerica, Inc., 657 P.2d 743, 749 (Utah 1982)
(highlighting the “long-standing rule in Utah that persons dealing
at arm’s length are entitled to contract on their own terms without
the intervention of the courts to relieve either party from the
effects of a bad bargain” and holding that courts “will not rewrite
a contract to supply terms which the parties omitted”); Monaco
Apartment Homes v. Figueroa, 2021 UT App 50, ¶ 10, 489 P.3d 1132
(“The court cannot rewrite the contract because a party failed to
include language to protect its rights.” (quotation simplified)).

¶62 Here, at the outset of the November 2022 email, the parties
wrote that the agreement would govern how the parties would
split “marital assets.” It’s not entirely clear to us that these
additional terms (i.e., those relating to the Misappropriation Issue
and the Tax Liability Issue) would necessarily be part of such an

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agreement. But more to the point, Lisa has not pointed to any
place in the record in which either she or Brad proffered that the
parties had agreed to these terms prior to or during the November
2022 mediation. For this reason alone, it appears that she was
trying to add new terms, rather than present extrinsic evidence of
terms on which the parties previously agreed. Thus, to the extent
that her claim is about the failure to accept extrinsic evidence
regarding the November 2022 agreement, it fails for lack of
proof. 11

¶63 Second, even if Lisa thought that she could present such
proof in a future hearing, we conclude that principles of judicial
estoppel and invited error prevent her from obtaining relief on
this issue on appeal. As noted, Lisa claimed in her rule 60 motion
that although the court had not “implemented” the agreement “as
specifically proposed by either party,” it had “adopt[ed], in Lisa’s
view, only immaterial aspects of the implementation terms
proposed by Brad’s counsel and instead adopt[ed] the materially
different terms sought by Lisa.” Then, in her rule 60 reply
memorandum, Lisa expressed her view that the “parties’ disputes
regarding how to implement the November . . . 2022 email were
also resolved by the [c]ourt largely in Lisa’s favor.” Thus, to the
extent that Lisa had previously asserted that the court should take
evidence on whether these additional issues were part of the
November 2022 email, she was now telling the court that its ruling
had given relief on all “material” terms in her favor. In light of

11. Indeed, the available evidence actually suggests that the
parties did not agree to these additional terms during that
mediation. As noted, the parties’ attorneys engaged in extensive
discussions via email in the days after the November 2022
mediation. But although the attorneys extensively argued in those
emails about how the final decree should reflect each of the other
issues we’ve addressed above (timing, the QPRTs, and the
Evaluation), the attorneys never mentioned the Misappropriation
Issue or the Tax Liability issue at all. This silence is notable, and it
suggests that no one thought at the time these issues had been
settled in the mediation.

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this, she cannot claim on appeal that the court had actually left
something out. 12

¶64 For these reasons, Lisa has not persuaded us that the court
committed any reversible error with respect to its failure to take
extrinsic evidence.

II. Delay Damages

¶65 In the March 14, 2023 oral ruling, the district court gave the
parties 45 days to close on the necessary transactions, thus setting
the deadline as April 28, 2023. In subsequent proceedings, the
court held Lisa responsible for (1) $160,182.43, which represented
the balance in Lisa’s Fidelity account over $3 million as of
November 16, 2022, plus interest (the Fidelity Damages), as well
as (2) $129,828.20, which represented the income streams for
Creekside LLC and Martha’s Vineyard LLC (both of which had
been awarded to Brad) from January 2023 through April 2023,
plus interest (the LLC Profits Damages). Lisa now challenges
these awards. We see no error with respect to the Fidelity

12. Even if it were true that the November 2022 email itself didn’t
resolve these issues, this wouldn’t mean that Lisa couldn’t have
obtained an order from the court resolving them in some other
way. Indeed, Lisa made exactly that kind of request in her rule 60
motion, asking the court there to vacate the decree so that it could
rule on several other outstanding issues. But of note, she did not
include, in her rule 60 motion, a request that the court now rule
on either the Misappropriation Issue or the Tax Liability Issue.
Moreover, while she did make a passing reference to the Tax
Liability Issue in her reply memorandum, she didn’t mention it in
the subsequent hearing, and after the court didn’t decide it in the
rule 60 ruling, Lisa didn’t file anything with the court suggesting
that it had erred by failing to do so. Moreover, Lisa has not
meaningfully briefed a claim on appeal demonstrating that the
court erred by failing to recognize this as an issue that she had
properly raised in the rule 60 litigation.

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Damages, but we do see error with respect to the LLC Profits
Damages.

¶66 Fidelity Damages. Starting with the Fidelity Damages, the
November 2022 email stated that Lisa was entitled to “$3 million
of the value of the marital Fidelity accounts with Brad to receive
the remaining value in such accounts.” However, the parties
subsequently disputed when the valuation of Lisa’s Fidelity
account should occur. In the ruling that the court issued after the
two-day evidentiary hearing, the court ruled that the parties had
agreed that the Fidelity accounts would be valued as of November
16, 2022. Because Lisa’s Fidelity account had a balance of
$3,146,732 as of November 16, 2022, the court ordered her to
transfer $146,732 plus interest to Brad.

¶67 On appeal, Lisa has not meaningfully challenged the
court’s determination that the proper valuation date was
November 16, 2022—indeed, it’s not clear that she’s even trying
to challenge that decision at all—nor has she challenged the
court’s ability to award interest on it. And with that date as the
backdrop, the court’s damages order relating to the Fidelity
accounts did nothing more than enforce the terms of the parties’
agreement. We accordingly see no error regarding the imposition
of these damages.

¶68 LLC Profits Damages. We do, however, see error with
respect to the LLC Profits Damages.

¶69 As noted, the parties did not include a clause in the
November 2022 email setting a date by which the parties were
required to transfer their ownership interests in these LLCs,
nor was there ever a finding of any other agreement that
would control this issue. This means that, unlike the Fidelity
Damages, these damages appeared to be based on the court’s own
authority.

¶70 The record is clear enough that the court invoked this
authority because of its concerns about Lisa’s delay. As discussed,

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the court noted that when an agreement is silent as to the time for
performance, the law presumes a reasonable time under the
circumstances. See NetDictation LLC, 2019 UT App 198, ¶ 27. With
that rule as the jump-off, the court initially found that, shortly
after the November 16, 2022 mediation, Lisa had proposed
December 31, 2022, as a reasonable deadline on which the parties
could close. From this, the court then found that it would be
reasonable to give the parties 45 days to close. Lisa challenges
these findings on appeal, but for the same reasons expressed
above, we see no merit to that challenge. Again, on the day after
the mediation, Lisa proposed December 31 as a “reasonable time
frame to get all that needs to be done completed,” and that was a
period of about 45 days. We see no basis for overturning the
district court’s conclusion that 45 days was a reasonable amount
of time.

¶71 This leaves the question of when the 45-day period should
have started running. In its order, the district court assessed
damages against Lisa for the lost income that Brad would have
received from the two LLCs that he was awarded had the closing
occurred on December 31, 2022. In the court’s view, these
damages were appropriate because, “[b]ut for Lisa taking the
position” that the November 2022 email “was not an enforceable
written agreement . . . , the parties would have closed . . . on or
before December 31, 2022,” and the court further observed that it
was Lisa’s “litigation positions and tactics” that prevented the
parties from closing until April 2023.

¶72 But having reviewed the record, it’s unclear to us what the
legal or factual basis was for the court’s decision to sanction Lisa
for taking these positions in the litigation. Under rules 11(b) and
(c) of the Utah Rules of Civil Procedure, a court can award
sanctions if litigation was done for an “improper purpose, such
as to harass or to cause unnecessary delay or needless increase in
the cost of litigation.” But the court never found that Lisa’s
litigation had met this standard. Separate from rule 11, Utah
caselaw allows courts to impose sanctions based on the courts’
statutory and “inherent authority to punish contemptuous

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conduct.” Chen v. Stewart, 2005 UT 68, ¶ 36, 123 P.3d 416; see id.
(“A court’s authority to sanction contemptuous conduct is both
statutory and inherent.”). But there was no finding of contempt
by the district court. Nor, for that matter, was there any finding
that Lisa had engaged in bad faith litigation or “abuse of the
[legal] process,” see Utah Code § 78B-6-301(4), which could in
theory have provided a separate statutory basis for assessing
these damages.

¶73 To be clear, we stress here the difference between the
Fidelity Damages and the LLC Profits Damages when it comes to
timing. The Fidelity Damages were based on a valuation date that,
according to the court’s unchallenged finding, was the product of
an agreement by the parties. But the LLC Profits Damages were
not. Instead, they were based on the court’s own determination
of when it would have been reasonable for the parties to have
closed. While we’ve affirmed the conclusion that it would have
been reasonable to close within 45 days, those 45 days needed to
start running at some point. In its damages ruling, the court seems
to have fixed that date as the November 2022 mediation. But in
the months between that mediation and the March 2023 ruling,
the parties were litigating various issues—which the district court
did not state were improper or abusive to pursue—that would
have impacted that closing, such as what the terms of the
November 2022 agreement even were and whether the agreement
was binding. It wasn’t until the March 2023 ruling that those
issues were resolved. Indeed, in that ruling, the court officially
started the 45-day clock and gave the parties until April 28, 2023,
to close.

¶74 On this record, we see no legal or factual basis for holding
Lisa responsible for the LLC income that Brad lost between
January 2023 and the date on which the parties closed. We
accordingly reverse and vacate the portion of the court’s decision
that awarded those damages and remand with instructions for the
court to enter a damages award based solely on the Fidelity
Damages.

20240444-CA 32 2026 UT App 72
Wilson v. Wilson

CONCLUSION

¶75 For the reasons set forth above, we see no reversible error
stemming from the district court’s failure to consider extrinsic
evidence regarding the November 2022 email. We also see no
error in the district court’s award of the Fidelity Damages. But we
do see error regarding the court’s imposition of the LLC Profits
Damages, and we accordingly reverse and vacate those damages
and remand for further proceedings.

20240444-CA 33 2026 UT App 72