Pioneer HOA v. Taxhawk

2025 UT App 5

THE UTAH COURT OF APPEALS

PIONEER HOME OWNERS ASSOCIATION,
Appellant,
v.
TAXHAWK INC. AND VANDELAY PROPERTIES LLC,
Appellees.

Opinion
No. 20230286-CA
Filed January 9, 2025

Fourth District Court, Provo Department
The Honorable Derek P. Pullan
No. 160400808

Douglas P. Farr, Zaven Sargsian, and Jack L.
Darrington, Attorneys for Appellant
Jeffrey J. Hunt, David C. Reymann, Jonathan C.
Williams, Quinn M. Kofford, Troy L. Booher, and
Dick J. Baldwin, Attorneys for Appellees

JUDGE RYAN M. HARRIS authored this Opinion, in which JUDGES
GREGORY K. ORME and MICHELE M. CHRISTIANSEN FORSTER
concurred.

HARRIS, Judge:

¶1 In this case, adjoining landowners are in their ninth year of
litigation—and second trip to the appellate courts—in a fight
about ownership of a narrow strip of land (the Disputed Strip)
running along the boundary between their respective parcels.
TaxHawk Inc. and Vandelay Properties LLC (collectively,
TaxHawk) are the record owners of the Disputed Strip. But
Pioneer Home Owners Association (the HOA) claims ownership
through the common-law doctrine of boundary by acquiescence.
As the HOA sees it, its predecessor-in-interest fulfilled the
requirements of the common-law doctrine, and later quit-claimed
Pioneer HOA v. TaxHawk Inc.

its interest in the Disputed Strip to the HOA. The narrow question
presented by this appeal is whether the now-deceased corporate
president of the HOA’s predecessor-in-interest had authority to
execute the quit-claim deed that forms the basis for the HOA’s
claim of ownership.

¶2 On that issue, the district court entered summary judgment
in favor of TaxHawk, determining as a matter of law that the
corporate president of the HOA’s predecessor-in-interest had no
authority to execute the quit-claim deed. The HOA appeals the
court’s summary judgment order, asserting that genuine issues of
material fact exist that preclude summary judgment and that
necessitate a trial in front of a factfinder. For the reasons
discussed, we agree with the HOA, at least in part, and we
therefore reverse the district court’s summary judgment order
and remand the case for further proceedings.

BACKGROUND 1

The Pioneer Drive-In

¶3 For decades, the Cox family operated a drive-in movie
theater—the Pioneer Drive-In (the Drive-In)—along south State
Street in Provo, Utah. The family created a corporate entity—
Pioneer Drive-In Theaters Inc. (the Drive-In Company)—through
which it managed the Drive-In and its associated business. The
Drive-In Company is the predecessor-in-interest to the HOA.

¶4 The property on which the Drive-In was located shares a
boundary with the parcels currently owned by TaxHawk.
According to members of the Cox family, there was originally “a

1. “When reviewing a grant of summary judgment, we view the
facts in the light most favorable to the losing party below,” and
we recite the facts accordingly. Turley v. Childs, 2022 UT App 85,
n.1, 515 P.3d 942 (quotation simplified).

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cedar post fence” between the Drive-In property and the
TaxHawk property, but over time, the Cox family gradually
replaced it with a chain-link fence because the old fence was not
effective enough in deterring people from sneaking into the
Drive-In. There was also a ditch running parallel to the fence line,
which the Cox family used for irrigation purposes. Additionally,
the Cox family planted trees along one side of the ditch. Many
family members—including specifically the patriarch of the
family, Marvin Cox, and his son Steven Cox—believed that the
fence was the boundary between the parcels. Evidence that the
Drive-In Company “used the property . . . all the way up to the
[f]ence” was provided not only by members of the Cox family but
also by neighbors who grew up nearby. But although evidence
exists indicating that all relevant property owners had treated the
fence as the property boundary for decades, the fence does not sit
on the actual record boundary: as it turns out, the fence is located
several feet over onto the TaxHawk side of the record boundary
line. The area between the record boundary line and the fence line
constitutes the Disputed Strip.

¶5 During his lifetime, Marvin managed the Drive-In and
more or less ran the Drive-In Company, with increasing
assistance, as the years passed, from Steven. Marvin died in 2000,
and after that, Steven became president of the Drive-In Company.
In 2001, under Steven’s leadership, the Drive-In ceased operation,
but the Drive-In Company remained intact, largely so that it could
manage the property it still owned, including the parcel on which
the Drive-In had operated.

¶6 During this time, soon after Marvin’s death, the other
members of the Cox family generally left management of the
Drive-In Company to Steven. Marvin’s wife, Jeanine Cox, testified
at a deposition that Steven “took over the management” of the
Drive-In Company at that point, that he “stepped into the shoes
of Marv[in],” and that he handled “anything financially.” Steven’s
surviving siblings—his sisters Debra and Peggy, and his brother

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David—all confirmed that, after Marvin’s death, they were not
involved in the management of the Drive-In Company and that it
was Steven who “took over the management” of the company’s
affairs. In fact, Peggy testified that “we didn’t even know what
[Steven] was doing behind our back, which is okay. We . . . didn’t
care about it . . . . We just let Steven run everything and he did.”
It is unclear, from the record submitted to us, whether the Drive-
In Company had a functioning board of directors during this time
period and, if so, who the board members were; Jeanine testified
that she doesn’t remember the company ever holding a single
formal business meeting. But it is in any event clear that, during
this time, Steven was managing the company’s affairs and that he
rarely asked the family members for their “opinion or . . . approval
on anything,” although he would sometimes casually “talk about
things” with them “at the dinner table.”

¶7 In mid-2001, Steven, on behalf of the Drive-In Company,
executed six different contracts—referred to by the parties as
“boundary-line agreements”—resolving a series of boundary
disputes between the company and some of its neighbors. These
agreements included language indicating an intent to transfer
property, namely, that the parties “agree on and place their
common boundary line . . . as described” and that they “mutually
quit-claim to each other all property lying on the respective side
of the described boundary line.” Steven’s signature on these
agreements was notarized, and the notary averred that Steven
was “known to be the . . . authorized agent for the” Drive-In
Company and that Steven had “acknowledged” that he had the
“authority of [the Drive-In Company’s] bylaws or by resolution
of its Board of Directors . . . to execute[] the instrument.” Other
than the notary’s certification that appears on the face of the
agreements, there is no evidence in the record that anyone else in
the Cox family was aware of or otherwise approved the
boundary-line agreements. But TaxHawk does not contend, in
this litigation, that Steven lacked authority to execute the
boundary-line agreements on behalf of the Drive-In Company.

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¶8 Also in 2001, the Drive-In Company was looking for a
buyer to purchase its main parcel of land, the one on which the
now-shuttered Drive-In had been located. On this transaction—as
opposed to the less-significant boundary-line agreements—
Steven apparently kept the rest of the family in the loop, and he
would “talk to [the siblings] whenever [they] were together” and
consult with them about his meetings with interested potential
buyers. Eventually, in August 2001, the Drive-In Company sold
the main parcel to a developer (Developer). The legal description
of the property conveyed to Developer does not include the
Disputed Strip, even though Steven (and Marvin, before his
death) apparently believed that the relevant Drive-In property
went all the way to the fence line. The parcel was conveyed to
Developer via a warranty deed, which Steven signed on behalf of
the Drive-In Company. The notary who acknowledged Steven’s
signature also certified—similar to the certifications on the
boundary-line agreements—that Steven stated that he was “the
president” of the Drive-In Company and that he had signed the
deed “by authority of a resolution of [the Drive-In Company’s]
board of directors.” In addition, the body of the deed proclaims,
above Steven’s signature, that “[t]he officers who sign this deed
hereby certify that this deed and the transfer represented thereby
was duly authorized under a resolution duly adopted by the
board of directors of the [Drive-In Company] at [a] lawful meeting
duly held and attended by a quorum.” The record submitted to
us does not include a copy of any such resolution, nor does it
include any other evidence that any such board meeting was ever
held by the Drive-In Company. However, no party to this case
disputes the basic proclamation contained on the face of the deed,
namely, that Steven had authority to execute the warranty deed
conveying the main parcel to Developer.

¶9 In the years that followed, Developer took steps to develop
the Drive-In property, creating residential parcels and selling
those to individual homeowners. During the time it owned the
property, Developer occupied the Disputed Strip by installing sod

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and sprinklers up to the fence. Developer’s project was eventually
governed by a homeowners association—the HOA—and in 2007,
Developer quitclaimed to the HOA all of the “open space and
common area” of the development. Over the next decade or so,
the HOA used and occupied the property, including the Disputed
Strip, all the way up to the fence, and did so by “watering,
mowing, and fertilizing the grass, trimming the trees, maintaining
the sprinklers, and cleaning up leaves and any other debris from
the property.”

The First Suit and the Quit-Claim Deed

¶10 The situation changed in 2016, when TaxHawk made it
known that it would like to destroy the fence and cut down the
trees on the Disputed Strip. The HOA responded by filing a
lawsuit against TaxHawk, asserting that the HOA owned the
Disputed Strip by virtue of the legal doctrine of boundary by
acquiescence; in the lawsuit, the HOA asked the district court to
issue a judgment quieting title to the Disputed Strip in its favor.
The court dismissed the HOA’s claims, however, because it
determined that, even if it were to assume that the Drive-In
Company acquired the Disputed Strip via boundary by
acquiescence, there was no evidence that the Drive-In Company
had ever conveyed its interest in the Disputed Strip to the HOA.

¶11 In the wake of the district court’s summary judgment
ruling, the HOA approached Steven, who was apparently still the
corporate president of the Drive-In Company, and asked if the
company would sign a quit-claim deed conveying to the HOA its
interest, if any, in the Disputed Strip. As in the 2000–2001 time
frame, the Drive-In Company during this later time period was
still managed almost exclusively by Steven. Indeed, the other
three siblings all acknowledge that they were not involved in
company management during this time, and that David did not
become involved until after Steven’s death in 2019. As for the
board of directors, the HOA takes the position that there was no

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functioning board of directors during this time period.
TaxHawk’s position is that the board during these years consisted
of David, Steven, Jeanine, Peggy, and Debra. Our examination of
the record leads us to conclude that it is not clear enough for the
facts on this point to be considered established for summary
judgment purposes. 2

¶12 At any rate, in March 2017, after some discussion with the
HOA, Steven agreed to execute a quit-claim deed (the Quit-Claim
Deed) conveying to the HOA any interest the Drive-In Company
might have in the Disputed Strip. Steven signed that deed as
“President” of the Drive-In Company. Unlike the 2001 deed to
Developer, however, the Quit-Claim Deed does not proclaim, on
its face, that Steven possessed authority from the Drive-In
Company to make that conveyance. And the Quit-Claim Deed’s
notarization block states simply that Steven signed the document
in his “capacity as the President of” the Drive-In Company. The
record does not contain a board of directors’ resolution or any
other authorization from the Drive-In Company to Steven
specifically authorizing him to sign the Quit-Claim Deed.

2. The HOA asks us to take judicial notice of certain corporate
records of the Drive-In Company; these records purportedly
show that “the only living members of the Drive-In [Company’s]
board of directors in 2017 were Steven and his mother, Jeanine.”
But these records were not presented to the district court and are
not part of the appellate record. “We do not consider documents
that fall outside the appellate record, no matter how much they
might pique our interest.” Montes v. Nat’l Buick GMC, Inc., 2024
UT 42, ¶ 39 n.8. And in any event, we decline the HOA’s invitation
to take judicial notice of such documents. On remand, the parties
are certainly entitled to seek the admission of these documents in
future proceedings; we offer no opinion as to their admissibility
or their persuasive value.

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The Second Suit

¶13 After obtaining the Quit-Claim Deed, the HOA filed a
second lawsuit against TaxHawk, again asking the district court
to quiet title to the Disputed Strip in its favor. At TaxHawk’s
request, the court consolidated the HOA’s second suit with the
first one, which had remained pending due to the presence of
TaxHawk’s counterclaims. Later, TaxHawk moved to dismiss the
second suit, asserting that the doctrine of claim preclusion barred
the HOA from bringing it. The district court granted TaxHawk’s
motion to dismiss, but—in this case’s first trip to the appellate
courts—we reversed that decision, concluding that the HOA’s
acquisition of the Quit-Claim Deed “was a new transaction and
that the district court erred by concluding that [the HOA] could
or should have acquired” the Quit-Claim Deed from the Drive-In
Company during the first lawsuit. Pioneer Home Owners Ass’n v.
TaxHawk Inc., 2019 UT App 213, ¶ 40, 457 P.3d 393.

¶14 In 2019, while the case was on appeal the first time, Steven
passed away. Before his death, no party had sought to take his
deposition. After the case was remanded following the appeal, the
parties engaged in the discovery process, including taking the
depositions of the living members of the Cox family (siblings
David, Peggy, and Debra, and mother Jeanine).

¶15 In the wake of Steven’s death, David took over as president
of the Drive-In Company, and he took a different approach
toward the Disputed Strip than Steven had. Indeed, David stated
in his deposition that the company’s board—which he believed
had been functional at the time—had not authorized Steven to
sign the Quit-Claim Deed, and that neither he nor any other
family member had any knowledge of the company’s occupation
of the Disputed Strip. And in 2022, under David’s leadership, the
Drive-In Company’s board of directors passed a resolution stating
that the company had “no records, authorizations or approvals to
indicate that [Steven] was authorized by the Board to” execute the

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Quit-Claim Deed, and that “the Board believe[s] that Steven did
not have” any such authority.

¶16 But the discovery process also turned up some of Steven’s
notes, which indicated that both Marvin and Steven believed that
the boundary of the property was located at the fence, that the
family had maintained the fence and used the ditch, and that
Marvin had planted a tree where he thought the boundary of the
property was located. Steven’s notes also indicate that he had
researched the doctrine of boundary by acquiescence. Upon
finding this information, David emailed TaxHawk in February
2020 and stated that “we might have to go with the ditch as the
property line,” to which TaxHawk expressed disappointment that
the boundary was “not what we had all thought.”

¶17 After completion of discovery, TaxHawk filed a motion for
summary judgment, asserting both (a) that the Drive-In Company
had never acquired an interest in the Disputed Strip through
boundary by acquiescence and (b) that Steven had no authority to
sign the Quit-Claim Deed on behalf of the Drive-In Company. The
district court was not persuaded by TaxHawk’s first argument,
concluding that questions of fact remained regarding whether the
company had acquired the Disputed Strip through boundary by
acquiescence. But the court agreed with TaxHawk on its second
argument, concluding as a matter of law that Steven had neither
written nor oral authorization from the Drive-In Company to
execute the Quit-Claim Deed, and that the Quit-Claim Deed
therefore did not operate to convey to the HOA any interest the
Drive-In Company might have had in the Disputed Strip.

ISSUE AND STANDARD OF REVIEW

¶18 The HOA now appeals, and it challenges the district
court’s summary judgment order. We review summary judgment
rulings for correctness. Shree Ganesh, LLC v. Weston Logan, Inc.,
2021 UT 21, ¶ 11, 491 P.3d 885. Under this standard, we “give no

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deference to the district court’s legal conclusions and consider
whether the court correctly decided that no genuine issue of
material fact existed.” Id. (quotation simplified).

ANALYSIS

¶19 The district court ruled that, as a matter of law, Steven had
no authority to execute the Quit-Claim Deed. The HOA
challenges this ruling, asserting that—at a minimum—disputed
questions of material fact exist with regard to three different
pathways by which a factfinder might conclude that Steven had
the necessary authority. First, the HOA asserts that a factfinder
could reasonably conclude that the actual written authorization
the Drive-In Company apparently gave Steven in 2001—to
effectuate the sale of the Company’s property to Developer—
included the authorization to sell the Company’s entire parcel,
including the Disputed Strip. Second, the HOA asserts that a
factfinder could reasonably conclude that the Drive-In Company
gave Steven sufficiently broad oral authorization over corporate
affairs to fit within an established exception to Utah’s statute of
frauds. And finally, the HOA asserts that a factfinder could
reasonably conclude that Steven had apparent authority to
execute the Quit-Claim Deed. We agree with the HOA on the first
two of its suggested pathways, but we disagree as to the third.

I. Actual Authority

¶20 The first pathway the HOA suggests is rooted in the 2001
transaction in which the Drive-In Company conveyed to
Developer its main parcel—the one on which the Drive-In had
been located and with which the Disputed Strip is related. That
conveyance was effectuated with a warranty deed, signed by
Steven on behalf of the Drive-In Company. The notary who took
Steven’s signature certified that Steven had signed the deed “by
authority of a resolution of [the Drive-In Company’s] board of
directors.” In addition, the body of the deed proclaims, above

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Steven’s signature, that “[t]he officers who sign this deed hereby
certify that this deed and the transfer represented thereby was
duly authorized under a resolution duly adopted by the board of
directors of the [Drive-In Company] at [a] lawful meeting duly
held and attended by a quorum.” The record submitted to us does
not include a copy of any such resolution. But TaxHawk does not
dispute that Steven was given the authority recited on the deed,
including the authority to execute the warranty deed conveying
the main parcel to Developer.

¶21 The legal description of the property conveyed to
Developer, as recited in the deed, does not include the Disputed
Strip. But the HOA contends that a factfinder could readily draw
the inference, from the record evidence, that the authority that
was undisputedly given to Steven related to this conveyance
included authority to convey the Drive-In Company’s entire
parcel, including the Disputed Strip. We agree.

¶22 Record evidence exists indicating that Steven, at the time
of the conveyance to Developer, believed that the relevant
parcel—the one on which the Drive-In had been located and the
one that was being conveyed to Developer—went all the way to
the fence line and included the Disputed Strip. Record evidence
exists indicating that Marvin, prior to his death just a year earlier,
believed the same thing. And record evidence exists indicating
that the Drive-In’s neighbors also believed that the Drive-In
Company’s parcel went all the way to the fence line, because
that’s how the Drive-In Company was using the parcel.

¶23 Very little, if any, record evidence exists indicating what
the other members of the Cox family thought in 2001—when the
Drive-In Company undisputedly gave Steven authorization to
convey the company’s property to Developer—about either the
scope of that authorization or about whether the Drive-In
Company owned the Disputed Strip. And very little, if any, record
evidence exists indicating which other members of the Cox family

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were on the Drive-In Company’s board of directors at the time, or
whether the company—which was apparently not particularly
observant of corporate formalities—even had a functioning board
of directors. What evidence we do have indicates that, as a general
matter, the other family members were content to have Steven
manage the company’s affairs; as noted, Peggy testified that, at
the time, “We just let Steven run everything and he did.” In our
view, it is not an unreasonable inference, from this evidence, that
the company’s principals—at least at the time—both (a) believed
that (or didn’t know or care whether) the company owned the
Disputed Strip and (b) gave Steven authorization to sell to
Developer the company’s entire parcel, whatever its precise
boundaries were, including whatever interest the company had in
the Disputed Strip.

¶24 And in any event, the perspective that matters most here is
Steven’s, and not necessarily the board’s. The question is whether
a factfinder could permissibly find, on this record, that Steven—
as an agent of the Drive-In Company—had actual authority to
convey the Disputed Strip along with the company’s record-title
interests. And in assessing whether an agent possesses actual
authority, “we must examine the acts of the principal from the
agent’s perspective.” See Stein Eriksen Lodge Owners Ass’n Inc. v.
MX Techs. Inc., 2022 UT App 30, ¶ 26, 508 P.3d 138 (quotation
simplified). “At root,” the actual-authority inquiry “turns on the
reasonableness of the agent’s belief that [the agent] possessed
sufficient authority.” Id. And this part of the analysis contains
“both an objective and a subjective component: the agent must
subjectively hold the belief that [the agent] possesses authority,
and that belief must be objectively reasonable in light of the
principal’s actions.” Id. The relevant actions of the principal may
be direct or indirect: actual authority can be implied (as opposed
to express), and “implied authority stems from the words and
conduct of the parties and the facts and circumstances attending
the transaction in question.” Id. ¶ 27 (quotation simplified).

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¶25 Here, a factfinder could reasonably conclude that Steven
had a subjective belief that he had been authorized to convey the
Drive-In Company’s entire main parcel, whatever its boundaries
actually were, including whatever interest the company had in
the Disputed Strip. Again, there is evidence suggesting that he
thought the relevant parcel included the Disputed Strip, and he
could have reasonably thought that was what he was conveying.
While such a finding is by no means compelled by the evidence,
it would certainly be well within the bounds of reasonableness for
a factfinder to so conclude.

¶26 Likewise, a factfinder could reasonably conclude that
Steven’s belief—that he had been authorized to convey the entire
parcel, including the Disputed Strip—was objectively reasonable
under the circumstances and in light of the Drive-In Company’s
actions. The Drive-In Company undisputedly gave Steven
authorization to sell the company’s main parcel. The company, as
well as its neighbors, had apparently been operating on the
assumption that the company owned the Disputed Strip. There is
no indication that any other member of the Cox family, at the time,
took a different view. Again, while such a finding is by no means
compelled by the evidentiary record, a factfinder could conclude
that Steven’s belief was objectively reasonable.

¶27 In sum, a factfinder could conclude that, in 2001 when
Steven sold—pursuant to valid authority—what he thought was
the entirety of Drive-In Company’s main parcel to Developer, he
reasonably believed the Disputed Strip to be an authorized part
of that sale. And if that is true, then that same factfinder could also
reasonably conclude that—after it was later discovered that the
conveyance did not in fact include the Disputed Strip—Steven
retained actual authority, stemming from the 2001 authorization
that he undisputedly received, to quit-claim to the HOA the rest
of the property he thought he had already conveyed to the HOA’s
predecessor-in-interest. As the HOA puts it in its brief, the HOA
is entitled, at the summary judgment phase of the litigation, “to

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an inference that whatever authorization Steven received from the
Drive-In [Company] in 2001 was broad, informal, and included
authorization for Steven to convey all of the Drive-In [Company’s]
property, including the Disputed Strip.”

¶28 Because genuine issues of material fact remain to be
decided on the issue of actual authority, the district court’s
summary judgment order was in error on this point.

II. Oral Authorization Exception to the Statute of Frauds

¶29 The second pathway the HOA suggests is rooted in a
common-law exception to Utah’s statute of frauds, one that allows
an oral authorization from a principal to an agent to be valid
under certain circumstances.

¶30 Utah’s statute of frauds provides as follows:

No estate or interest in real property, other than
leases for a term not exceeding one year, nor any
trust or power over or concerning real property or
in any manner relating thereto, shall be created,
granted, assigned, surrendered or declared
otherwise than by act or operation of law, or by deed
or conveyance in writing subscribed by the party
creating, granting, assigning, surrendering or
declaring the same, or by that party’s lawful agent
thereunto authorized by writing.

Utah Code § 25-5-1 (emphasis added). Thus, Utah’s statute of
frauds requires that, for an agent to be legally able to convey real
property on behalf of a principal, the agent must—generally
speaking—have been authorized to do so in writing.

¶31 But there exists an exception to the general rule that an
agent needs such an authorization in writing. That exception is
applicable when the agent is both (1) “a general agent or executive

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officer of the corporation” and (2) “acts under an oral
authorization.” See Wasatch Oil & Gas, LLC v. Reott, 2011 UT App
152, ¶ 4, 263 P.3d 391 (quotation simplified); accord Mathis v.
Madsen, 261 P.2d 952, 956 (Utah 1953). This so-called “oral
authorization exception” was created in recognition of the fact
that an “executive officer of a corporation is something more than
an agent. He is the representative of the corporation itself.”
Mathis, 261 P.2d at 956 (quotation simplified). As such, allowing
general agents or executive officers to convey property on behalf
of a company after receiving only oral (but not written)
authorization “squares with sound principles and the necessities
of modern business.” Id. (quotation simplified).

¶32 No party disputes that Steven was the Drive-In Company’s
president and general agent at all relevant times, including in 2017
when he signed the Quit-Claim Deed. So, the issue presented here
is whether evidence exists to indicate that Steven was acting
“under an oral authorization” from the Drive-In Company when
he signed the Quit-Claim Deed.

¶33 On that point, there is likewise no dispute that the record
is devoid of evidence that Steven had any specific oral
authorization from the Drive-In Company to execute the Quit-
Claim Deed in 2017. But the HOA asserts that oral authorization
sufficient to satisfy the common-law exception need not be as
specific as that—it contends that a more general authorization to
undertake any conveyance of the company’s real property would
suffice, and it contends that sufficient evidence exists in this
record for the HOA to survive summary judgment on this point.

¶34 TaxHawk, for its part, acknowledged at oral argument
before this court that a broad oral authorization from a company
to a general agent authorizing that agent to make any and all real
estate conveyances on the company’s behalf would, in theory, be
sufficient to satisfy the common-law exception to the statute of
frauds. But it contends that there is insufficient record evidence of

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any such broad oral authorization to create a genuine issue of
material fact on the point. We disagree.

¶35 We note, at the outset of our analysis, that
evidence sufficient to preclude summary judgment need not be
extensive, and it need not necessarily be as ample as the evidence
on the other side of the ledger. Trials are governed by an
“elemental rule” that a factfinder “may believe one witness as
against many, or many against one.” See W.W. & W.B. Gardner,
Inc. v. Mann, 680 P.2d 23, 24 (Utah 1984) (quotation simplified);
accord Model Utah Jury Instructions 2d CV121 (2020),
https://legacy.utcourts.gov/muji/?cat=1 [https://perma.cc/Q3DU-
885R]. And with this rule in mind, our supreme court has
emphasized that a single piece of admissible evidence on one side
of the evidentiary ledger can be enough to preclude summary
judgment. See Mann, 680 P.2d at 24 (“It only takes one sworn
statement under oath to dispute the averments on the other side
of the controversy and create an issue of fact.” (quotation
simplified)); accord Draper City v. Estate of Bernardo, 888 P.2d 1097,
1101 (Utah 1995); see also Davis v. Sperry, 2012 UT App 278, ¶ 22,
288 P.3d 26 (“It is inappropriate for courts to weigh disputed
material facts in ruling on a summary judgment, regardless of
whether the evidence on one side may appear to be strong or even
compelling.” (quotation simplified)).

¶36 In this case, while the record evidence in support of the
HOA’s position on this point is not particularly extensive, in our
view sufficient evidence exists to create a factual question about
whether, during all relevant times between Marvin’s death and
his own, Steven had something close to plenary power to handle
the Drive-In Company’s real-estate-related affairs. For instance,
Peggy testified that, after Marvin’s death, Steven “took over the
management” of the Drive-In Company and that the family “just
let Steven run everything.” Jeanine likewise testified that, after
Marvin’s death, Steven “stepped into the shoes of Marv[in]” and
“took over the management of” the Drive-In Company; she

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Pioneer HOA v. TaxHawk Inc.

specifically indicated that Steven handled “anything financially.”
And there is additional documentary evidence indicating that the
broad grant of authority the family apparently gave Steven
extended at least to relatively minor real estate transactions
involving boundary-related quit-claim deeds: in 2001, just months
before the larger transaction with Developer, Steven executed six
different boundary-line agreements resolving a series of
boundary disputes between the Drive-In Company and its
neighbors. Each such agreement involved a quit-claim
conveyance by the Drive-In Company of “all property lying on
the respective side of the described boundary line.” And as
already noted, TaxHawk does not contend, in this litigation, that
Steven lacked authority to execute those boundary-line
agreements on behalf of the Drive-In Company.

¶37 To be sure, there is record evidence that cuts in the other
direction. The boundary-line agreements—unlike the Quit-Claim
Deed—contained a notary certification that the Drive-In
Company had authorized Steven to sign the agreements. And, of
course, the company’s board of directors passed a resolution, in
2022, indicating that, in its view, “Steven did not have the power
and authority” to execute the Quit-Claim Deed. But where
evidence conflicts, a genuine issue of material fact is created that
needs to be resolved by the factfinder. Such is the case here.

¶38 Accordingly, the district court erred by resolving this
factual issue as a matter of law.

III. Apparent Authority

¶39 Finally, the HOA asserts that Steven had apparent
authority to execute the Quit-Claim Deed in 2017. We disagree
with the HOA that sufficient evidence exists on this point to create
a triable issue of fact.

¶40 “One key difference between actual and apparent
authority is the point of view from which these doctrines are

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Pioneer HOA v. TaxHawk Inc.

assessed.” Stein Eriksen Lodge Owners Ass’n Inc. v. MX Techs. Inc.,
2022 UT App 30, ¶ 31, 508 P.3d 138. Actual authority—as
discussed above—“is evaluated from the agent’s perspective.” Id.
(quotation simplified). Apparent authority, by contrast, “focuses
on the acts of the principal from a third party’s perspective.” Id.
(quotation simplified). “Apparent authority exists when a third
party reasonably believes the actor has authority to act on behalf
of the principal and that belief is traceable to the principal’s
manifestation.” Id. ¶ 32 (quotation simplified). Indeed, one of the
essential elements that must be shown for apparent authority to
exist is that “the principal must have manifested his or her consent
to the exercise of such authority or have knowingly permitted the
agent to assume the exercise of such authority.” Id. (emphasis
added) (quotation simplified); see also Burdick v. Horner Townsend
& Kent, Inc., 2015 UT 8, ¶ 21, 345 P.3d 531 (noting that apparent
authority exists “where a principal has, by his voluntary act,
placed an agent in such a situation that a person of ordinary
prudence . . . is justified in presuming that such agent has
authority to perform, on behalf of his principal” (quotation
simplified)). In this context, “the agent’s manifestations to the
third party are alone insufficient; that is, the principal must have
taken some action, known to the third party, that causes the third
party to reasonably believe that the agent had authority.” Stein
Eriksen, 2022 UT App 30, ¶ 32.

¶41 In this case, there is no evidence of any actions taken by the
principal—here, the Drive-In Company—that would have been
known by or manifest to the third party—here, the HOA—that
would have caused the HOA to reasonably believe that Steven
had been given authority to execute the Quit-Claim Deed. Any
representations or manifestations made to the HOA in connection
with the 2017 transaction and upon which the HOA might have
relied were made by Steven (the agent) and not by the Drive-In
Company (the principal). Indeed, as noted, up until Steven’s
death the Drive-In Company’s board appears to have taken a
rather hands-off approach to corporate governance—a fact that

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Pioneer HOA v. TaxHawk Inc.

may weigh in the HOA’s favor as concerns the first two pathways
discussed above. But as to this third pathway, for which evidence
of some action or manifestation by the principal is required, the
situation is different. As concerns the 2017 Quit-Claim Deed
transaction, there is no evidence that the Drive-In Company’s
board (as distinct from Steven) did anything that was
communicated or manifested to the HOA and upon which it
might have reasonably relied.

¶42 Accordingly, the district court did not err in granting
summary judgment to TaxHawk on the question of whether
Steven had apparent authority to execute the Quit-Claim Deed.

CONCLUSION

¶43 We affirm the trial court’s summary judgment order
regarding apparent authority, the third pathway by which the
HOA is attempting to show that Steven had authority to execute
the Quit-Claim Deed. But genuine issues of material fact remain
to be decided on the other two pathways proffered by the HOA.
Specifically, a factfinder should decide, after a trial, whether
Steven had actual authority based on the 2001 authorization, and
a factfinder should decide, after a trial, whether Steven was given
broad enough oral authorization over company affairs generally
such that he had authority to execute the Quit-Claim Deed. To this
extent, we reverse the district court’s summary judgment order,
and we remand the case to the trial court for further proceedings.

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