Mind & Motion Utah Investments, LLC v. Celtic Bank Corp

367 P.3d 994 (2016)

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Nature of the Case

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Facts

Mind & Motion (P) entered into a real estate purchase contract with Celtic Bank (D) that D had acquired from a developer through foreclosure. Although the county had approved plans to construct condominiums on the land, the foreclosed developer had not recorded the plats for the first phase of development. The P-D agreement required d to record the plats by a certain date, and it allowed P sole discretion to extend the recording deadline as necessary. P extended the deadline once, but declined to extend it a second time and sued D for breach of contract. The district court concluded that the recording provision was unambiguously a covenant, not a condition. It then awarded P $100,000 in liquidated damages and more than $200,000 in attorney fees, as well as the return of P's $100,000 earnest money deposit. D appealed. D argues that the contract's recording provision is unambiguously a condition, not a covenant and that the district court, therefore, erred in granting summary judgment.