In re Estate of Berrey

2024 UT App 21

THE UTAH COURT OF APPEALS

IN THE MATTER OF THE ESTATE OF
DAVID LAMAR BERREY.

DAVID JEFFERSON BERREY,
Appellant,
v.
BRADLEY BROWN,
Appellee.

Opinion
No. 20210415-CA
Filed February 23, 2024

Third District Court, Salt Lake Department
The Honorable Andrew H. Stone
No. 183901143

Karthik Nadesan, Attorney for Appellant
P. Matthew Muir, Attorney for Appellee
Bradley Brown

JUDGE AMY J. OLIVER authored this Opinion, in which
JUDGES MICHELE M. CHRISTIANSEN FORSTER and JOHN D. LUTHY
concurred.

OLIVER, Judge:

¶1 The trust that David Lamar Berrey (Father) and his wife
Roberta Berrey established in 1993 included the family’s ranch in
Montpelier, Idaho (the Ranch). David Jefferson Berrey (Son)
asserts that in 2007, Father promised to give his share of the Ranch
to Son in exchange for his help with a particular issue burdening
the Ranch. Although Son claims to have provided the requested
help, by the time Father passed away, Father had updated the
estate planning documents and left the Ranch to his grandsons.
Son brought suit against Father’s estate, in part, to enforce the
In re Estate of Berrey

2007 promise on the grounds of promissory estoppel. Following a
bench trial, the district court dismissed the promissory estoppel
claim, and Son appeals that ruling. For the reasons that follow, we
affirm the district court’s decision.

BACKGROUND

¶2 In 1993, Father and Roberta 1 made an estate plan,
establishing a trust (the 1993 Trust) with both as trustees. The 1993
Trust provided that upon the death of either trustee, two trusts
would be formed: a marital trust (the Marital Trust)—funded with
a specified amount from the 1993 Trust—and a family trust (the
Family Trust)—funded with the remainder of the 1993 Trust’s
assets. The 1993 Trust also provided that when both trustees died,
assets of the Family Trust and the Marital Trust were to be divided
equally among the trustees’ five children.

¶3 In 2002, Father formed Berrey Family Properties of Idaho,
LC (the Idaho LC), which held the Ranch as an asset. Father and
Roberta were its sole members, each holding a 50% interest. The
Idaho LC also acquired a cabin and property that Father and
Roberta owned at Bear Lake, Idaho (the Bear Lake Property).

¶4 Later that year, Roberta passed away. The attorney who
prepared the 1993 Trust testified at trial that, pursuant to the
estate plan, Roberta’s death resulted in the creation and funding
of the Family Trust and the Marital Trust and a transfer from
Roberta of a 36% interest in the Idaho LC to the Family Trust, with
the remainder of her interest in the Idaho LC—approximately
14%—passing to Father as a bequest. At the same time, according
to the attorney, Father’s interest in the Idaho LC, which then
totaled approximately 64%, passed into the Marital Trust. Thus,

1. Because several of the individuals involved in this case are
members of the same family, we refer to them by their first names
with no disrespect intended by the apparent informality.

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In re Estate of Berrey

the Marital Trust and the Family Trust became members of the
Idaho LC—holding an approximate 64% and 36% membership
interest respectively—with Father as sole trustee of both trusts.

¶5 In 2007, according to Son’s testimony at trial, Father asked
Son for help resolving a dispute with the Union Pacific Railroad
that was affecting the Ranch. 2 Son had been “work[ing] the
[R]anch all the time,” but he told Father he was unwilling to get
involved with the dispute unless he had assurances about
inheriting a larger share of the Ranch when Father died. Son knew
the ownership of the Ranch would be evenly divided among the
five children—himself and his four sisters—when Father passed
away, and he explained to Father that he “c[ould]n’t afford to buy
[his] sisters out.” According to Son, Father replied, “If you pull us
out of this jam with the Union Pacific, I’ll make that promise that
you get my share of the [R]anch.” Son claimed he “put a lot of
work into saving the [R]anch from the railroad,” including
“several months doing research.”

¶6 In 2014, however, Father changed his mind and announced
to the family his wish to sell the Ranch to J.R., Son’s own son
(Grandson). Son testified he approached Father to persuade him
to keep the 2007 promise to give Son the Ranch. According to Son,
Father “didn’t say anything and just sat there.” Father then
circulated among his children a disclosure and agreement to sell,
seeking their consent—although Father did not believe he needed
it—for sale of the Ranch to Grandson. When Father did not obtain
his children’s unanimous consent, he abandoned his attempt to
sell the Ranch to Grandson and amended the 1993 Trust to make
Bradley Brown, Father’s accountant, its successor trustee.

2. No other evidence was presented at trial to shed light on the
conflict between the Union Pacific Railroad and the Ranch besides
Son’s statement that Father told him, “I really need you to keep
this—this railroad crossing open.”

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In re Estate of Berrey

¶7 Later that year, Father also sent a letter to his children,
informing them he “no longer want[ed] the responsibility” of the
Ranch and the Bear Lake Property and was “turning the
responsibilities of” the Ranch and the Bear Lake Property “over to
[his] five kids” and if they were “not willing to accept these
responsibilities then [he could] assume that [he could] do what
ever [sic] [he] want[ed] to do with” those properties. The letter
went on to say, “I am not the Trustee of YOUR properties, I am
the owner until I die.”

¶8 In 2015, Father updated his estate plan by executing a new
will and creating the David L. Berrey Living Trust (the 2015
Trust). The 2015 Trust mostly mirrored the 1993 Trust—providing
all assets to be equally distributed among Father and Roberta’s
children—except in two significant ways. First, it provided for the
Bear Lake Property, which Father had recently transferred from
the Idaho LC to the 2015 Trust—along with $50,000 for the
property’s maintenance—to go to Father and Roberta’s
granddaughters. Second, it provided for the Ranch—still owned
by the Idaho LC—to go to Father and Roberta’s grandsons. The
2015 Trust also named Brown as the successor trustee.

¶9 In May 2018, Father passed away at the age of ninety-eight,
and the contents of the 2015 Trust became known to Brown and
to Father’s children for the first time. As personal representative
of Father’s estate, Brown commenced this action and sought
informal probate of Father’s 2015 Trust and accompanying will. 3
Several months later, Son filed three claims against Father’s estate.
He asserted that Father “wrongfully distributed” assets from his
estate “and/or from the Family Trust” when he “withdrew the
entire principal of the Family Trust.” Son also asserted a claim of

3. In 2019, Brown filed a petition commencing a different case
before a different judge for the court to clarify a number of urgent
issues regarding the Idaho LC. Several months later, upon
Brown’s request, the court consolidated that case into this matter.

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In re Estate of Berrey

promissory estoppel and a claim of unjust enrichment against
Father “in regard to ownership interest of” the Idaho LC. 4

¶10 At the end of 2020, the district court held a three-day,
remote bench trial. Son represented himself at trial, testifying
about his “deep connection” to the Ranch that had motivated him
to take care of the Ranch for most of his life. Son averred that he
“did a lot of work there,” and bought tractors, a horse, and “a
thousand dollars’ worth of gates.” He also acknowledged he
spent time and money on the Ranch even “after knowing that that
wasn’t going to qualify for any estoppel claim.” He explained, “I
did that just to protect the [R]anch because it was falling apart. I
don’t expect that to be rewarded in an estoppel claim. I spent tens
of thousands—tens of thousands of dollars . . . just to save it.”

¶11 After Son presented his case, Brown made a rule 52(e)
motion, by which a “court may enter non-final judgment against
the party” when the party “has been fully heard on an issue
during a nonjury trial and the court finds against the party on that
issue.” See Utah R. Civ. P. 52(e). The court granted the motion on
the personal property and the Bear Lake Property claims, but
deferred ruling on the remaining claims “until the close of
evidence.”

¶12 At the conclusion of the trial, the district court entered its
findings of fact and conclusions of law. The court ruled against
Son on his remaining two claims, concluding that Son did not
meet his burden of proof on any of the elements of unjust

4. Son later supplemented his petition to allege that the Bear Lake
Property was improperly conveyed from the Idaho LC to the 2015
Trust and that Father wrongfully distributed personal property to
Son’s sisters when Roberta died. The district court dismissed
these claims, infra ¶ 11, and Son does not appeal that ruling.

20210415-CA 5 2024 UT App 21
In re Estate of Berrey

enrichment and promissory estoppel and that even if he had, the
remedy he sought was inequitable. 5

ISSUE AND STANDARDS OF REVIEW

¶13 Son challenges the district court’s denial of his promissory
estoppel claim. “Promissory estoppel is an equitable claim for
relief . . . .” Andreason v. Aetna Cas. & Sur. Co., 848 P.2d 171, 174
(Utah Ct. App. 1993). “Claims based on equitable doctrines are
mixed questions of fact and law.” Volonte v. Domo, Inc., 2023 UT
App 25, ¶ 28, 528 P.3d 327 (cleaned up). “Accordingly, we defer
to a [district] court’s factual findings unless there is clear error, but
we review its legal conclusions for correctness. However, because
of the fact-intensive nature of equitable doctrines, we grant the
[district] court broader discretion in applying the law to the facts.”
Id. (cleaned up). Similarly, a district court “is accorded
considerable latitude and discretion in applying and formulating
an equitable remedy, and it will not be overturned unless it has
abused its discretion.” Ockey v. Lehmer, 2008 UT 37, ¶ 42, 189 P.3d
51 (cleaned up).

ANALYSIS

¶14 “A party claiming promissory estoppel must establish the
following: (1) a promise reasonably expected to induce reliance;
(2) reasonable reliance inducing action or forbearance on the part
of the promisee or a third person; and (3) detriment to the
promisee or third person.” Cottonwood Improvement Dist. v. Qwest
Corp., 2013 UT App 24, ¶ 3, 296 P.3d 754 (cleaned up); see also
Prows v. State, 822 P.2d 764, 768–69 (Utah 1991); Sugarhouse Fin.
Co. v. Anderson, 610 P.2d 1369, 1373 (Utah 1980). The district court

5. The district court also concluded that Son’s promissory
estoppel claim was time-barred. Because we affirm the district
court’s ruling on other grounds, we need not reach this issue.

20210415-CA 6 2024 UT App 21
In re Estate of Berrey

concluded the promissory estoppel claim failed “because [Son]
did not carry his burden of proof in meeting the elements of the
claim.” We see no clear error in the district court’s finding that
there was insufficient evidence of detrimental reliance. And we
further conclude, as an alternative and independent basis, that
even if Son had proved all the elements of promissory estoppel,
the evidence Son presented was insufficient for the district court
to craft an equitable remedy.

I. Detrimental Reliance

¶15 “To prove detrimental reliance . . . , the plaintiff must have
done some act which it otherwise would not have done.”
Cottonwood, 2013 UT App 24, ¶ 3 (cleaned up). Son contends that
in reasonable reliance on the promise, he undertook efforts to
“sav[e] the [R]anch from the railroad” and that these efforts,
combined with his subsequent efforts to maintain the Ranch,
amount to detrimental reliance. The district court disagreed,
finding that Son “did not introduce evidence showing what work
he did, when he did it, how long it took him, the value of the work,
or why it caused him detriment.” Without “a single document”
before it “showing that [Son] did anything in relation to the
[R]anch and the railroad,” the court found that Son failed to meet
his burden of proof of demonstrating detrimental reliance. We see
no clear error in the district court’s finding.

¶16 The only evidence of detrimental reliance put forth by Son
was his own testimony that he “put a lot of work into saving the
[R]anch from the railroad,” including spending “several months
doing research.” He provided nothing beyond these vague
statements, and his testimony is uncorroborated by
documentation of any kind. In addition to Son’s testimony about
his efforts tied directly to the promise, Son asserted he “did a lot
of work” on the Ranch, such as buying tractors, a horse, and more
than a “thousand dollars’ worth of gates.” Son further testified at
trial about his “deep connection” to the Ranch and described how

20210415-CA 7 2024 UT App 21
In re Estate of Berrey

most of his life he has cared for the Ranch, believing he “was
going to be the one that could carry it to the next generation.” But
he also testified that he spent time and money on the Ranch “just
to protect the [R]anch because it was falling apart. I don’t expect
that to be rewarded in an estoppel claim. I spent tens of
thousands—tens of thousands of dollars . . . just to save it.”

¶17 According to his own testimony, then, Son’s upkeep of the
Ranch did not stem from a detrimental reliance on Father’s
promise, but on a loyalty to the Ranch that would have motivated
him regardless of the promise. Thus, Son’s work on the Ranch was
not “some act which [he] otherwise would not have done” absent
the promise. See id. (cleaned up).

¶18 Considering the only evidence before the court of Son’s
detrimental reliance—his vague and undefined efforts to “save
the ranch”—we cannot say the court clearly erred when it found
he failed to meet his burden of proof that he suffered a detriment
as a result of the promise by Father. Therefore, the district court
properly dismissed his claim for promissory estoppel.

II. Equitable Remedy

¶19 Although we could end our analysis with detrimental
reliance, we see value in exercising our discretion to address an
alternative and independent basis for affirming the district court’s
ruling. See Okelberry v. West Daniels Land Ass’n, 2005 UT App 327,
¶ 11, 120 P.3d 34 (“It is well established that we may affirm the
judgment appealed from if it is sustainable on any legal ground
or theory apparent on the record, even though such ground or
theory differs from that stated by the trial court to be the basis of
its ruling or action[.]” (cleaned up)).

¶20 “Promissory estoppel is an equitable claim for relief . . . .”
Andreason v. Aetna Cas. & Sur. Co., 848 P.2d 171, 174 (Utah Ct. App.
1993). When it comes to equitable claims, “the selection and
crafting of an appropriate remedy has long been thought to be the

20210415-CA 8 2024 UT App 21
In re Estate of Berrey

province of the common law.” State v. Rowan, 2017 UT 88, ¶ 44,
416 P.3d 566 (Lee, J., concurring). A district “court is accorded
considerable latitude and discretion in applying and formulating
an equitable remedy.” United States Fuel Co. v. Huntington-
Cleveland Irrigation Co., 2003 UT 49, ¶ 9, 79 P.3d 945 (cleaned up);
see also Commercial Club Bldg. LLC v. Global Rescue LLC, 2023 UT
App 37, ¶ 25, 529 P.3d 382. That discretion encompasses the ability
to craft “remedies consistent with the extent of the reliance.”
Andreason, 848 P.2d at 175 (cleaned up). Indeed, the “remedy
granted for breach may be limited as justice requires.” Tolboe
Constr. Co. v. Staker Paving & Constr. Co., 682 P.2d 843, 845 (Utah
1984) (quoting Restatement (Second) of Contracts § 90(1) (Am. L.
Inst. 1981)).

¶21 Here, Son’s uncorroborated and vague testimony about his
efforts to help Father with an unexplained problem did not
provide sufficient evidence from which the district court could
exercise its considerable discretion to craft an equitable remedy.
Son requested he be awarded Father’s share of the Ranch—which
was approximately 64% ownership—but he provided no
evidentiary basis from which the district court could determine
whether an award of the full share, or even some lesser portion,
was equitable given the undefined extent of Son’s reliance on the
promise. After all, Son presented no evidence of what work he
did, how he did it, when he did it, how much time he spent, or the
value of the work. Accordingly, we affirm the district court’s
dismissal of Son’s promissory estoppel claim on this basis as well.

CONCLUSION

¶22 We affirm the district court’s ruling. Because Son failed to
meet his burden of proof on his promissory estoppel claim and, in
the alternative, because the evidence of detrimental reliance was
insufficient to permit the district court to craft an equitable
remedy, the claim was properly dismissed.

20210415-CA 9 2024 UT App 21