Saving Grace v. Hudak

25CA0368 Saving Grace v Hudak 03-26-2026

COLORADO COURT OF APPEALS

Court of Appeals No. 25CA0368
Mesa County District Court No. 24CV30372
Honorable JenniLynn Everett Lawrence, Judge

Saving Grace Family Trust LLC,

Plaintiff-Appellant,

v.

Joy Hudak and Riverside Educational Center, a Colorado Nonprofit
Corporation,

Defendants-Appellees.

JUDGMENT AFFIRMED

Division V
Opinion by JUDGE LIPINSKY
Tow and Berger*, JJ., concur

NOT PUBLISHED PURSUANT TO C.A.R. 35(e)
Announced March 26, 2026

Brett R. Lilly LLC, Brett R. Lilly, Wheat Ridge, Colorado, for Plaintiff-Appellant

Bechtel & Santo PLLC, Michael C. Santo, Christina M. Harney, Grand
Junction, Colorado, for Defendants-Appellees

*Sitting by assignment of the Chief Justice under provisions of Colo. Const. art.
VI, § 5(3), and § 24-51-1105, C.R.S. 2025.
¶1 Saving Grace Family Trust, LLC (Saving Grace) appeals the

district court’s dismissal of its claims against Joy Hudak and

Riverside Educational Center (REC) under C.R.C.P. 12(b)(5). We

affirm, albeit on different grounds from those on which the district

court premised its dismissal order.

I. Background

¶2 Saving Grace alleged the following facts in its complaint. REC,

of which Hudak was the executive director, leased commercial

space (Unit C) in a building owned by Winters Avenue Building, LLC

(Lessor). James McConnell was Lessor’s sole owner. Saving Grace

executed a lease (the lease) for space in the building (Unit D)

adjacent to Unit C.

¶3 Jestus Brock Wade, Saving Grace’s managing member,

informed McConnell that Saving Grace was interested in eventually

purchasing Unit D. During their initial conversations regarding

Saving Grace’s lease of Unit D, Wade “emphasized and

re-emphasized” to McConnell that Saving Grace would only lease

Unit D if Saving Grace would have the right to purchase it at a later

date and that, in light of the nature of Saving Grace’s business, it

would require specialized alterations and renovations to Unit D.

1
Nevertheless, the lease did not say that Saving Grace had the right

to purchase Unit D in the future and, instead, recited that Saving

Grace had no fee interest in it.

¶4 The lease said that Saving Grace could make alterations to

Unit D, but only with Lessor’s written approval; Saving Grace would

be responsible for the cost of any such alterations; and Saving

Grace would relinquish the alterations at the conclusion of the

lease. In addition, the lease said that it memorialized “the entire

agreement of the parties” and that any changes to the lease “must

be in writing and signed by all parties.”

¶5 During the lease term, Wade and McConnell periodically

discussed Saving Grace’s interest in purchasing Unit D. But

McConnell “always asked to defer the purchase” until Lessor had

subdivided the units in the building, established a governing body

for those units, and obtained an appraisal of the building. In the

meantime, McConnell approved significant structural alterations to

Unit D tailored to Saving Grace’s needs.

¶6 After Lessor obtained an appraisal of the building, Saving

Grace’s counsel sent McConnell a draft letter of intent (LOI) setting

2
forth proposed terms for Saving Grace’s purchase of Unit D. The

draft LOI said in relevant part,

If this Letter of Intent sets forth the terms on
which you are willing to pursue the Purchase
Agreement, and related documentation, please
sign a copy of this LOI and return it . . . .
Execution of this letter by both parties will
indicate their desire that the formal [Purchase]
Agreement be prepared . . . .

¶7 Lessor never signed the LOI, however. In response to the draft

LOI, McConnell told Saving Grace’s counsel that “I have reached out

to [Wade] and as soon as we can get together I will share a plan.”

McConnell later showed Wade and Wade’s business partner the

appraisal and asked them to follow up with him in January 2023.

¶8 In January 2023, Lessor and REC entered into a contract for

REC’s purchase of Unit C. In addition, Lessor agreed to donate

Unit D to REC, a 501(c)(3) nonprofit organization, after REC closed

on its purchase of Unit C.

¶9 One month later, McConnell informed Wade that Saving Grace

could not purchase Unit D. He explained to Wade that REC was

purchasing Unit C and that REC “refused to buy [Unit C] if [Lessor]

did not also donate [Unit D].” Hudak “drafted an email for

[McConnell] to send to Wade, informing him that [Lessor] would be

3
transferring [Unit D] to REC and that future lease payments by

[Saving Grace] should be sent to REC.”

¶ 10 In March 2024, REC informed Saving Grace that the lease

would not be renewed and that Saving Grace would need to vacate

Unit D at the end of the year. As a result, Saving Grace was “forced

to relocate at a tremendous financial cost and to a location that will

be much less efficient and cost-effective for [Saving Grace’s]

employees, vendors and customers.” In its complaint, Saving Grace

pleaded intentional interference with prospective contractual

relations and unjust enrichment claims. Among other allegations,

Saving Grace said that Hudak and McConnell (who were both

married to other people at the time) were involved in an adulterous

relationship that Hudak exploited to influence and induce Lessor,

through McConnell, to donate Unit D to REC instead of selling it to

Saving Grace.

¶ 11 Hudak and REC filed a motion to dismiss Saving Grace’s

complaint, asserting, among other arguments, that Saving Grace

failed to state claims upon which relief could be granted under

C.R.C.P. 12(b)(5) and that REC’s actions were “privileged” because

REC and Saving Grace were engaged in “legitimate business

4
competition” for ownership of Unit D. The district court granted

Hudak and REC’s motion, concluding that Saving Grace failed “to

establish that any agreement regarding the sale of [Unit D] was ever

reached” with Lessor and that Saving Grace “alleged no facts that

support a theory that [REC] was in any way unjustly enriched by

any unprivileged action” REC took.

II. Analysis

A. The District Court Did Not Err by Dismissing Saving Grace’s
Claim for Intentional Interference with
Prospective Contractual Relations

¶ 12 Saving Grace first contends that the district court erred by

dismissing its claim for intentional interference with prospective

contractual relations. We disagree.

1. Standard of Review

¶ 13 “We review de novo a district court’s order granting a

C.R.C.P. 12(b)(5) motion to dismiss.” Miller v. Crested Butte, LLC,

2024 CO 30, ¶ 21, 549 P.3d 228, 233. In evaluating such a motion,

“a court may consider only the facts alleged in the complaint,

documents attached as exhibits to or referenced in the complaint,

and matters of which the court may take judicial notice, such as

certain public records.” 802 E. Cooper, LLC v. Z-GKids, LLC, 2023

5
COA 48, ¶ 12, 535 P.3d 101, 104. “In conducting this review, we

apply the same standards as the district court, and we accept all

well-pleaded allegations in the complaint as true and view them in

the light most favorable to the plaintiff.” Miller, ¶ 21, 549 P.3d at

233.

¶ 14 “In addition, we have adopted a ‘plausibility’ standard for

determining such motions. In order to survive a motion to dismiss

under this standard, a plaintiff must allege a plausible claim for

relief.” Id. at ¶ 22, 549 P.3d at 234 (citation omitted). “Under the

‘plausibility standard’ for determining whether a plaintiff has stated

a claim upon which relief can be granted, ‘the factual allegations of

the complaint must be enough to raise a right to relief “above the

speculative level”’ and ‘state a claim for relief that is plausible on its

face.’” 802 E. Cooper, ¶ 11, 535 P.3d at 104 (quoting Warne v. Hall,

2016 CO 50, ¶¶ 1, 9, 373 P.3d 588, 589, 591).

2. The Law of Intentional Interference with Prospective
Contractual Relations

¶ 15 The tort of interference with existing or prospective contractual

relations can take the form of “interfere[nce] with a prospective

business relation between a plaintiff and a third party.” Harris

6
Grp., Inc. v. Robinson, 209 P.3d 1188, 1195 (Colo. App. 2009);

Restatement (Second) of Torts § 766B (A.L.I. 1979).

One who intentionally and improperly
interferes with another’s prospective
contractual relation (except a contract to
marry) is subject to liability to the other for the
pecuniary harm resulting from loss of the
benefits of the relation, whether the
interference consists of

(a) inducing or otherwise causing a third
person not to enter into or continue the
prospective relation or

(b) preventing the other from acquiring or
continuing the prospective relation.

Restatement (Second) of Torts § 766B (emphasis added).

¶ 16 Thus, to plead a plausible tortious interference claim, the

plaintiff must allege that the interference was both intentional and

improper. See id. at cmt. a. But when a plaintiff asserts an

intentional interference claim against a competitor, the plaintiff

must not only plead intentional and improper interference but must

also sufficiently allege that the competitor employed “wrongful

means” to do so. Section 768 says,

One who intentionally causes a third person
not to enter into a prospective contractual
relation with another who is his competitor or
not to continue an existing contract terminable

7
at will does not interfere improperly with the
other’s relation if

(a) the relation concerns a matter involved in
the competition between the actor and the
other and

(b) the actor does not employ wrongful means
and

(c) his action does not create or continue an
unlawful restraint of trade and

(d) his purpose is at least in part to advance
his interest in competing with the other.

Id. § 768(1) (emphasis added). Section 768 “applies whether the

actor and the person harmed are competing as sellers or buyers or

in any other way, and regardless of the plane on which they

compete.” Id. at cmt. c.

3. Saving Grace’s Allegations

¶ 17 Saving Grace alleged that Hudak, who, as noted above, was

REC’s executive director, intentionally and improperly interfered

with Saving Grace’s prospective contractual relationship with

Lessor by exploiting her allegedly improper relationship with

McConnell. Hudak and REC argued in their motion to dismiss that

the interference claim failed because Saving Grace and REC were

engaged in legitimate business competition for ownership of the

8
same real property interest — Unit D — and Saving Grace did not

allege actionable wrongful means.

¶ 18 To support its claim that the interference was improper and

wrongful, Saving Grace alleged the following:

• On numerous occasions, Hudak’s behavior toward

McConnell demonstrated Hudak’s “improper[] and

unethical[] involve[ment]” with him.

• Hudak’s adulterous relationship with McConnell

interfered with Saving Grace’s prospective economic and

contractual relationship with Lessor — specifically,

Saving Grace’s prospective purchase of Unit D from

Lessor.

• Hudak asked McConnell for personal favors and gifts.

• Although Hudak and REC had a “legal obligation to

protect McConnell and [Saving Grace] from undue

influence or other pressure on McConnell,” Hudak’s

alleged undue influence on McConnell “interfered with

[Lessor’s] economic relationship with [Saving Grace].”

• Because of REC’s nonprofit status, Hudak and REC were

subject to certain fundraising guidelines, specifically the

9
Association of Fundraising Professionals’ Code of Ethical

Standards, the Colorado Nonprofit Association’s

Principles & Practices for Nonprofit Excellence in

Colorado, and the Internal Revenue Service (IRS) rules

governing charities and nonprofits.

• Hudak and REC’s “interference was improper by virtue of

[Hudak’s] use of unlawful and wrongful tactics” to

persuade McConnell to cause Lessor to make donations

to her (in the form of “favors and gifts of money”) and

REC.

4. Saving Grace Competed with REC
for Ownership of Unit D

¶ 19 The allegations in Saving Grace’s complaint show that it

competed with REC for ownership of Unit D, and thus, Restatement

section 768 applies. See id. In its opening brief, Saving Grace did

not argue that REC was not its competitor. Rather, Saving Grace

conceded that “[c]ompetitors are permitted to exert economic

pressure over one another and will not be liable for tortious

interference with business expectancy so long as the four factors” in

Restatement section 768 are satisfied. To overcome the heightened

10
requirement of section 768, Saving Grace argued it sufficiently

pleaded that Hudak and REC engaged in wrongful means. See id.

§ 768(b). We are unpersuaded.

¶ 20 (Before we proceed further, we note that section 768 applies

equally to Saving Grace’s claims against Hudak and its claims

against REC because Saving Grace alleged that, at all times

relevant to the case, Hudak was acting as REC’s agent. Saving

Grace bases its claims on Hudak’s conduct toward McConnell to

induce him, as an owner of Lessor, to cause Lessor to donate

Unit D to Hudak’s employer, REC. Accordingly, Saving Grace’s

claims against Hudak cannot be disentangled from its claims

against REC, and are subject to section 768.)

5. Saving Grace Failed to Plead that Hudak and REC
Employed Wrongful Means

¶ 21 Saving Grace did not allege sufficient facts to state a plausible

claim that Hudak and REC employed wrongful means to interfere

with Saving Grace’s alleged prospective contract with Lessor for the

purchase of Unit D.

¶ 22 Comment e to section 768 says that, to be actionable, the

defendant’s wrongful means must rise to the level of “physical

11
violence, fraud, civil suits and criminal prosecutions.” The wrongful

means are therefore limited to “conduct which is itself capable of

forming the basis for liability.” Harris Grp., 209 P.3d at 1197.

¶ 23 In its opening brief, Saving Grace argues that it pleaded the

following wrongful means:

• REC “fail[ed] to properly disclose the financial

interactions between [Lessor] and . . . Hudak and REC.”

• McConnell made an “unlawful payment” to Hudak,

referring to the bonus McConnell purportedly paid Hudak

for her role in Lessor’s sale of “the Winters Avenue

Building.” (Saving Grace did not allege any facts

suggesting that this payment was unlawful, however.)

• REC prepared a “grant application” and fundraising

documents containing “misleading statements and

omissions.”

• REC and Hudak violated “IRS rules for charities and

nonprofit organizations.”

¶ 24 In support of these allegations, Saving Grace argued that

section 7-128-501, C.R.S. 2025, provides that a nonprofit entity’s

“conflicting interest transaction” can “give rise to an award of

12
damages or other sanctions for failure to properly disclose the

conflicting interest transaction which involves a director of the

nonprofit corporation or a party related to a director or an entity in

which a director has a financial interest.” Saving Grace further

argued that the statute imposes on “a director of a non-profit . . . a

duty of good faith in the discharge of their obligations.”

¶ 25 Regardless of these assertions, however, Saving Grace’s claims

all rest on its allegation that Hudak engaged in an extramarital

affair with McConnell. Saving Grace even suggested in its opening

brief that Hudak become involved with McConnell “solely to cause

harm to [Saving Grace],” although Saving Grace did not make this

allegation in its complaint. Notably, Saving Grace did not allege any

other link between REC’s efforts to raise funds for its purchase of

Unit C and the alleged tortious interference.

¶ 26 To the extent Saving Grace alleges REC failed to disclose

“personal favors and gifts of money” that McConnell gave Hudak,

those allegations, too, are premised on their alleged adulterous

relationship. Saving Grace did not plead that McConnell’s

contributions to REC “for various purposes and in various

amounts” violated any fundraising rules or guidelines apart from

13
the implication they were only made because of McConnell and

Hudak’s extramarital relationship. As Saving Grace said in its

opening brief:

Hudak’s personal and private involvement and
relationship with [McConnell] was with
knowledge of and disregard to the rights and
plan of [Saving Grace] to purchase
[Unit D]. . . . Hudak’s personal involvement
with [McConnell] involved improper and
unethical physical affection, and was used as
means to interfere with [Saving Grace’s]
expected economic advantage by making
[Lessor] donate [Unit D] to . . . REC as part of
the purchase of [Unit C]. This conduct
violate[d] the prohibition against exploiting any
relationship with a donor for the benefit of the
members or the members’ organizations. . . .
Hudak’s improper relationship with
[McConnell] was used by Hudak to seek to
cause harm to [Saving Grace].

This argument is consistent with Saving Grace’s allegations in its

complaint, as noted above.

¶ 27 As a matter of law, exploitation of an extramarital relationship

is not the type of “independently actionable conduct,” Harris Grp.,

209 P.3d at 1198 (quoting DP-Tek, Inc. v. AT&T Glob. Info. Sols. Co.,

100 F.3d 828, 833-35 (10th Cir. 1996)), that can “establish[] the

basis of a defendant’s liability,” Harris Grp., 209 P.3d at 1198.

Such relationships are not akin to physical violence, fraud, civil

14
suits, and criminal prosecutions. See id.; Restatement (Second) of

Torts § 768. Nor are such relationships capable of forming the

basis for liability because Colorado long ago abolished civil actions

for things like alienation of affections and seduction. See

§ 13-20-202, C.R.S. 2025. (This type of statute is known as a

“heartbalm statute” — “[a] state law that abolishes the rights of

action for monetary damages as solace for the emotional trauma

occasioned by a loss of love and relationship.” Black’s Law

Dictionary 864 (12th ed. 2024)). Furthermore, when a tortious

interference claim arises from a prospective contractual

relationship, the plaintiff must plead “more blameworthy means”

than if the claim involved an existing contract. DP-Tek, 100 F.3d at

834.

¶ 28 For these reasons, Saving Grace could not plead a plausible

tortious interference claim premised on Hudak and REC’s

exploitation of Hudak’s extramarital relationship with McConnell.

¶ 29 In light of this determination, we need not reach Hudak and

REC’s argument that Saving Grace also failed to plausibly allege a

“reasonable likelihood or reasonable probability” that a contract

15
would have resulted between Saving Grace and Lessor for Saving

Grace’s purchase of Unit D.

B. The District Court Did Not Err by Dismissing
Saving Grace’s Unjust Enrichment Claim

¶ 30 We next turn to the district court’s ruling that Saving Grace

“did not allege unjust enrichment by any unprivileged action [REC

and Hudak] took.” In arguing that the district court erred by

dismissing Saving Grace’s claim for unjust enrichment, Saving

Grace conflates its intentional interference and unjust enrichment

claims. Saving Grace asserts that it pleaded a plausible unjust

enrichment claim because, as discussed above, it sufficiently

alleged that Hudak and REC engaged in the wrongful means

required to overcome the “privilege of competition” affirmative

defense in Restatement section 768. Saving Grace further contends

that the district court should not have resolved REC’s competition

privilege affirmative defense on a motion to dismiss. We disagree.

1. The Elements of Unjust Enrichment

¶ 31 “Unjust enrichment . . . is a form of quasi-contract or contract

implied-in-law that does not depend on a promise or privity between

the parties.” Bd. of Governors of Colo. State Univ. v. Alderman, 2025

16
CO 9, ¶ 35, 563 P.3d 1205, 1213. “The test for recovery under an

unjust enrichment theory requires a plaintiff to show that (1) at the

plaintiff’s expense (2) the defendant received a benefit (3) under

circumstances that would make it unjust for the defendant to retain

the benefit without paying.” Id.

2. Saving Grace Failed to Plead
the Elements of Unjust Enrichment

¶ 32 Saving Grace argues that a court cannot adjudicate the

affirmative defense of privilege on a motion to dismiss. We need not

reach this issue, however, because even if none of REC’s actions

were privileged, Saving Grace’s unjust enrichment allegations still

fell short of satisfying the Warne pleading standard.

¶ 33 As we understand this claim, Saving Grace alleges that its

reliance on McConnell’s conduct “gave rise to certain legal rights”

that it could assert against McConnell, and that its decision “not to

initiate legal action” against McConnell “conferred a benefit” on

Hudak and REC that they would not have received if Saving Grace

had purchased Unit D. It is not clear to us, however, how Hudak

and REC could have obtained a benefit because Saving Grace sued

17
them but not McConnell. Saving Grace does not cite, nor are we

aware of, any Colorado legal authority supporting this theory.

¶ 34 Moreover, Saving Grace makes the conclusory assertion that

“none” of the general elements of an unjust enrichment claim “are

in question in this case.” But Saving Grace was required, and

failed, to allege specific facts that, on their face, plausibly showed

that Saving Grace satisfied each of the three elements of unjust

enrichment. See 802 E. Cooper, ¶ 11, 535 P.3d at 104; Alderman,

¶ 35, 563 P.3d at 1213.

¶ 35 Even viewing the allegations in the complaint as true and in

the light most favorable to Saving Grace, see Miller, ¶ 21, 549 P.3d

at 233, Saving Grace’s unjust enrichment allegations are

insufficient. Those allegations consisted of nothing more than

conclusory statements that Hudak and REC were “aware of the

benefit conferred upon them,” they were “aware that they [had] been

unjustly enriched,” and “it would be inequitable and unfair” for

them to “retain the benefits of owning” of Unit D. See 802 E.

Cooper, ¶ 12, 535 P.3d at 105 (“[W]e are not required to accept as

true legal conclusions that are couched as factual allegations.”

18
(quoting Giduck v. Niblett, 2014 COA 86, ¶ 34, 408 P.3d 856, 868)).

(And, of course, Hudak never owned Unit D.)

¶ 36 In sum, we hold that the district court did not err by

dismissing Saving Grace’s complaint under C.R.C.P. 12(b)(5),

although we base our opinion on different grounds from those

underlying the district court’s dismissal order.

C. Attorney Fees

¶ 37 Saving Grace withdrew its contention that the district court

erred by awarding attorney fees to Hudak and REC, acknowledging

that its attorney fee argument would be premature until the court

set the amount of such fees. The district court subsequently denied

Hudak and REC’s request for attorney fees because, according to

the court, they did not prove the reasonableness of the hourly rate

for their requested attorney fees. Hudak and REC filed a separate

appeal of the court’s order declining to award attorney fees to them.

Thus, we do not address attorney fees in this appeal.

III. Disposition

¶ 38 The judgment is affirmed.

JUDGE TOW and JUDGE BERGER concur.

19