Ha v. Trang

2016 UT App 155

THE UTAH COURT OF APPEALS

MUOI HA AND OLIVIA HA,
Appellants,
v.
COUNG SI TRANG AND SYLVIA TRANG,
Appellees.

Memorandum Decision
No. 20140320-CA
Filed July 21, 2016

Third District Court, Salt Lake Department
The Honorable Su Chon
No. 110913027

Russell T. Monahan, Attorney for Appellants
Michael P. Petrogeorge and Nicole G. Farrell,
Attorneys for Appellees

JUDGE J. FREDERIC VOROS JR. authored this Memorandum
Decision, in which JUDGE GREGORY K. ORME and JUSTICE JOHN A.
PEARCE concurred.1

VOROS, Judge:

¶1 This case concerns the district court’s allocation of shares
in a family-owned corporation. Shortly before oral argument,
then-appellant Weiman Ha entered into a settlement agreement
(the Agreement) with appellees Coung Si Trang and Sylvia
Trang (the Trangs). Pursuant to the Agreement, the corporation

1. Justice John A. Pearce began his work on this case as a
member of the Utah Court of Appeals. He became a member of
the Utah Supreme Court thereafter and completed his work on
the case sitting by special assignment as authorized by law. See
generally Utah R. Jud. Admin. 3-108(3).
Ha v. Trang

redeemed all of Weiman Ha’s corporate shares—the very shares
at issue on appeal.

¶2 We concluded that the Agreement, if enforceable, could
moot the central issues on appeal. We remanded the case to the
district court to determine the enforceability of the Agreement.
The district court ruled that the Agreement was valid and
enforceable, and accordingly dismissed Weiman Ha’s claims. We
then requested supplemental briefing from the parties
addressing which, if any, claims of the remaining appellants
survived the dismissal of former appellant Weiman Ha’s claims.

¶3 Muoi Ha and Olivia Ha (collectively, Appellants) contend
that three of their appellate claims survive the dismissal of
Weiman Ha’s claims. We consider each in turn.

¶4 Appellants first contend that “[t]he issue as to whether
Lavinia Ha should have been brought into this suit remains.” At
trial, the district court allowed the Trangs to introduce a
shareholder interest redemption agreement in which the
corporation agreed to redeem 20,000 shares owned by Lavinia
Ha. The court concluded that “*a+s a result of the Shareholder
Interest Redemption Agreement entered into by and between
Lavinia and the Company . . . Lavinia no longer ha[d] any
interest in the Company.”

¶5 On appeal, Appellants challenge the Trangs’ “claim of
Lavinia Ha’s interest because *the Trangs+ never made her a
party under Rule 14” of the Utah Rules of Civil Procedure.
Appellants argue that, “[w]ithout any claims by Lavinia Ha, the
only reasonable division of the existing shares” would have
accorded Lavinia’s 20,000 shares to Weiman Ha, giving him a
total of 35,700 shares. The Trangs respond that this claim is
unpreserved, misreads rule 14, and “has now been rendered
moot as a result of the enforceable settlement agreement”
between the Trangs and Weiman Ha.

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Ha v. Trang

¶6 We agree with the Trangs that this claim is now moot. “If
the requested judicial relief cannot affect the rights of the
litigants, the case is moot and a court will normally refrain from
adjudicating it on the merits.” Merhish v. H.A. Folsom & Assocs.,
646 P.2d 731, 732 (Utah 1982) (citation and internal quotation
marks omitted). “Once a controversy has become moot, a trial
court should enter an order of dismissal.” Id. at 733. “Where the
issues that were before the trial court no longer exist, the
appellate court will not review the case.” In re Adoption of L.O.,
2012 UT 23, ¶ 8, 282 P.3d 977 (citations and internal quotation
marks omitted). Here, under the Agreement the corporation
redeemed “the entirety of *Weiman Ha’s+ claimed right, title,
and interest in the Company.” Consequently, whether the
district court should have awarded Weiman Ha 35,700 shares (as
Appellants claim) rather than 15,700 shares (as it in fact did) no
longer matters. The corporation reacquired all of Weiman Ha’s
shares, however many there were, leaving Coung Trang the
undisputed majority shareholder.2

¶7 Appellants next contend that “the question remains as to
whether the *Appellants’+ request for a Special Shareholders’
Meeting was proper.” They further argue that even if we
determine that this issue is moot, we should address it under the
public interest exception.

¶8 The district court ruled that Appellants’ demand for a
special shareholder meeting “did not comply with Utah law
because it was signed and sent by *Appellants’+ counsel, and was
not signed and dated by any of the shareholders in the
company.” See Utah Code Ann. § 16-10a-702 (LexisNexis 2013)
(“A corporation shall hold a special meeting of shareholders . . .

2. Appellants do not challenge the district court’s finding that
Coung Trang held 65,000 shares, Muoi Ha held 40,000 shares,
and Olivia Ha held 5,000 shares.

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Ha v. Trang

if the holders of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date, and deliver to the
corporation’s secretary one or more written demands for the
meeting, stating the purpose or purposes for which it is to be
held.”).

¶9 On appeal, Appellants contend that the district court
misapplied section 16-10a-702; they further assert that the
Agreement does not moot this claim. The Trangs respond that
Appellants did not adequately brief this claim and, moreover,
that any error in the district court’s ruling was harmless because
the district court ordered the corporation to hold an annual
meeting. They further argue that the Agreement moots this
claim.

¶10 We agree with Appellants that the Agreement did not
render this issue moot. Even post-Agreement, Appellants control
more than 10% of the shares, thus meeting the statutory
threshold for requesting a special shareholder meeting. See id.
However, we agree with the Trangs that Appellants did not
adequately brief this claim and that any error was harmless.

¶11 “An adequately briefed argument must provide
meaningful legal analysis.” West Jordan City v. Goodman, 2006 UT
27, ¶ 29, 135 P.3d 874 (citation and internal quotation marks
omitted). Rule 24 of the Utah Rules of Appellate Procedure
requires that a brief “contain the contentions and reasons of the
appellant . . . with citations to the authorities, statutes, and parts
of the record relied on.” Utah R. App. P. 24(a)(9). “[R]ule 24(a)(9)
requires not just bald citation to authority but development of
that authority and reasoned analysis based on that authority.”
State v. Thomas, 961 P.2d 299, 305 (Utah 1998). Appellants’ brief
does not meet this standard. Although they claim that the
district court misread section 16-10a-702, their brief does not

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Ha v. Trang

analyze the statutory passage they claim the district court
misread.

¶12 Furthermore, any error by the district court on this point
was harmless. On appeal, the appellant bears “the burden of
showing not only that an error occurred, but that it was
substantial and prejudicial.” Ashton v. Ashton, 733 P.2d 147, 154
(Utah 1987); see also Utah R. Civ. P. 61 (“*N+o error or defect in
any ruling or order or in anything done or omitted by the
court . . . is ground for granting a new trial or otherwise
disturbing a judgment or order, unless refusal to take such
actions appears . . . inconsistent with substantial justice. 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, although the district court did not
order a special shareholder meeting, it did order an annual
shareholder meeting. The Trangs argue that this order rendered
any possible error in not ordering a special shareholder meeting
harmless. Appellants did not explain in their reply brief how
they had been or could be harmed by the district court’s having
ordered an annual shareholder meeting rather than a special
shareholder meeting. In fact, the reply brief does not
acknowledge the harmless error argument at all. Accordingly,
we conclude that Appellants have not carried their burden of
demonstrating that a prejudicial error occurred.

¶13 Finally, Appellants contend that the district court erred in
awarding the Trangs mediation costs. The parties agree that this
issue was not rendered moot by the Agreement. We nevertheless
reject this claim as unpreserved.

¶14 The Trangs assert, and Appellants do not deny, that
Appellants did not preserve this issue in the district court. And
the record shows that the district court awarded mediation costs
only after noting that Appellants “did not make any objections
as to the mediation fees.” To be preserved for an appeal, “the

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Ha v. Trang

issue must be presented to the trial court in such a way that the
trial court has an opportunity to rule on that issue.” 438 Main St.
v. Easy Heat, Inc., 2004 UT 72, ¶ 51, 99 P.3d 801 (citation and
internal quotation marks omitted). “Issues that are not raised at
trial are usually deemed waived,” id., or, more precisely,
“forfeited,” State v. Fuller, 2014 UT 29, ¶ 28 n.21, 332 P.3d 937.
Because Appellants did not give the district court the necessary
opportunity to rule on this issue, we deem it forfeited and do not
consider it further.

¶15 The judgment of the district court is affirmed.

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