Schmith v. Schmit

2025 UT App 124
THE UTAH C OURT OF APPEALS
JOSHUA S CHMITH ,
Appellee,
v.
A RNOLD J. S CHMIT,
Appellant.
Opinion
No. 20240347-CA
Filed August 14, 2025
Third District Court, Salt Lake Department
The Honorable Teresa Welch
No. 210906538
Rich Willie and David H. Culmer,
Attorneys for Appellant
Ben W. Lieberman, Attorney for Appellee
JUDGE M ICHELE M. C HRISTIANSEN F ORSTER authored this Opinion,
in which J UDGES R YAN M. HARRIS and R YAN D. TENNEY
concurred.
CHRISTIANSEN FORSTER, Judge:
¶1 	Arnold J. Schmit (Uncle) appeals the trial court’s dismissal
of his contract-related counterclaims against his nephew, Joshua
Schmith (Nephew). Specifically, Uncle asserts that the court
erroneously considered extrinsic evidence to determine that “no
legally binding contract . . . was ever formed between the Parties.”
We agree with Uncle, and we reverse and remand the case for
further proceedings.

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BACKGROUND
¶2 	Around 2010, Nephew moved in with Uncle in a house
Uncle owned, each one generally occupying a different level in
the house. Uncle had neither a spouse nor children, and Nephew
“was his closest relationship.” Nephew was initially paying rent
to Uncle, but by the end of 2013, the two came to a different
arrangement, 	with 	an 	eye 	toward 	both 	Uncle’s 	planned
retirement and the logistics of what would happen to his estate
upon his eventual passing. The parties entered into an agreement
(the 2013 Writing) wherein Uncle agreed to add Nephew as a co-
owner of his house and to pay half of the utilities, and Nephew
agreed to take over the house payments, pay the other half of the
utilities, and pay Uncle $1,000 monthly “until death.” The 2013
Writing 	also 	contained 	an 	integration 	clause 	stating, 	“This
document, including any attachments, is the entire agreement
between the parties.” As per his agreement, Uncle executed a
quitclaim deed conveying the property to himself and Nephew
“as [j]oint-tenants with full rights of survivorship.”
¶3 	At the end of 2018, the parties decided to update their
agreement, providing some modifications and clarifying some of
the 	terms 	from 	the 	2013 	Writing. 	They 	executed 	a 	second
agreement (the 2018 Writing), which provided that (1) Nephew
would pay the house payment, all the utilities, and the home
insurance premium; (2) Nephew’s $1,000 monthly payments to
Uncle would not start until August 2026; and (3) Nephew would
add Uncle as beneficiary on his life insurance policy in the amount
of $175,000 until at least August 2030. The 2018 Writing again
contained a provision stating that the writing was “the entire
agreement between the parties.”
¶4 	The following year, in 2019, Nephew married and moved
out. His brother then moved into the lower level of the house,
with Nephew continuing to make house payments and to make
sure that the utilities were paid. Over the next two years, Uncle

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20240347-CA 	3 	2025 UT App 124
and Nephew’s brother had a series of conflicts that led to the
brother moving out in October 2021. Uncle then changed the locks
and expended significant time and money repairing damage
Uncle claimed the brother had caused to the lower level of the
house. In February 2022, Uncle began renting out the lower level
of the house.
¶5 	In 	August 	2023, 	Nephew, 	through 	counsel, 	contacted
Uncle and requested use of the property commencing in October
2023. Uncle denied the request. Nephew thereafter sued Uncle,
asserting 	claims 	of 	breach 	of 	contract 	and 	conversion 	and
requesting a court-ordered sale of the property and division of the
proceeds. Uncle responded by asserting counterclaims of breach
of contract, unjust enrichment, and breach of the covenant of good
faith and fair dealing, with a request “to reverse the transfer of the
[p]roperty to [Nephew]” and to restore the parties to their pre-
breach positions.
¶6 	The case proceeded to a bench trial, wherein Nephew and
Uncle testified regarding the above events and shared their
respective understandings as to precisely what the agreement was
between them. Both Nephew and Uncle testified that they had
made additional agreements that were not reflected in the 2018
Writing, 	although 	they 	disagreed 	as 	to 	the 	substance 	and
materiality of those additional agreements.
¶7 	In the resulting decision of the trial court, the court
determined that Nephew and Uncle had each failed to prove their
respective breach of contract claims. The court’s reasoning was as
follows:
[T]he trial evidence indicated that there was no
legally 	binding 	contract 	that 	was 	ever 	formed
between the Parties as there was no meeting of the
minds as to essential features. At trial, both Parties
testified under oath that the 2013 and 2018 Writings

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did not constitute their full agreements as to their
agreed upon material terms, despite the integration
language 	that 	was 	contained 	in 	both 	written
documents. Thus, according to the trial evidence
when taken as a whole, the 2013 and 2018 Writings
did 	not 	constitute 	a 	legally 	binding 	contract
between 	the 	Parties 	where 	the 	Parties[’] 	trial
testimonies conflicted with the plain language of the
2013 and 2018 Writings.
Importantly, 	the 	Parties’ 	trial 	testimonies
also 	indicated 	that 	they 	disagreed 	about 	the
specifics 	of 	what 	constituted 	their 	additional,
mutual, and material agreements in their prior oral
(and not written) exchanges. . . . In short, the Court
applies 	pertinent 	Utah 	law 	to 	the 	evidence
produced 	at 	the 	trial 	and 	decides 	that 	neither
[Nephew] nor [Uncle] met their burden of proving
by 	a 	preponderance 	of 	the 	evidence 	that 	an
enforceable, legally valid contract existed between
them where the evidence indicated that there was
no 	meeting 	of 	the 	minds 	on 	definite 	and
unambiguous terms and on all essential features.
(Citation omitted.) The court did, however, rule in Nephew’s
favor on his conversion claim, awarding him the rent received on
the property from October 2023—the date he was denied use of
the property—forward. As to Nephew’s request for the sale of the
property, the court disagreed that such a resolution was necessary
and, instead, ordered Uncle to pay Nephew half of the equity in
the property, at which point Nephew’s name would be removed
from the deed. The court also dismissed Uncle’s additional
counterclaims for unjust enrichment and breach of the covenant
of good faith and fair dealing.

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ISSUE AND STANDARD OF REVIEW
¶8 	Uncle now appeals. He argues that the 2013 Writing and
the 2018 Writing are integrated, unambiguous contracts and that
the trial court therefore erred in considering extrinsic evidence of
additional oral agreements to determine that the 2013 Writing and
the 2018 Writing are not valid contracts. “[I]ssues pertaining to . . .
admittance of parol evidence present questions of law which we
review under a correctness standard, granting no particular
deference to the trial court.” Bennett v. Huish, 2007 UT App 19, ¶ 8,
155 P.3d 917.
ANALYSIS
¶9 	Uncle contests the trial court’s determination underlying
the dismissal of his breach of contract claim, specifically, the
court’s determination that “there was no legally binding contract
that was ever formed between the Parties” because “both Parties
testified under oath that the 2013 and 2018 Writings did not
constitute their full agreements” and “they disagreed about the
specifics 	of 	what 	constituted 	their 	additional, 	mutual, 	and
material 	agreements 	in 	their 	prior 	oral 	(and 	not 	written)
exchanges.” 	Uncle 	argues 	that 	because 	the 	writings 	each
contained an integration clause stating that the writing was “the
entire agreement between the parties,” it was error for the court
to look to extrinsic evidence to determine whether the writings
amounted to a complete agreement between the parties.1 We
agree.
1. Because the challenge here is not directed at the trial court’s
factual findings but, instead, at whether the court followed the
law when it considered extrinsic evidence in arriving at its
findings and conclusions, there is not, as Nephew suggests, a
(continued…)

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¶10 	An 	integrated 	agreement 	is 	“a 	writing 	or 	writings
constituting a final expression of one or more terms of an
agreement.” Tangren Family Trust v. Tangren, 2008 UT 20, ¶ 12, 182
P.3d 326 (quotation simplified); see also Montes v. National Buick
GMC, Inc., 2024 UT 42, ¶ 24, 562 P.3d 688 (“When parties
incorporate 	an 	agreement 	in 	a 	writing 	it 	is 	a 	reasonable
assumption that everything included in the bargain is set down in
the writing.” (quotation simplified)). And when an agreement is
integrated, the parol evidence rule “operates, in the absence of
fraud 	or 	other 	invalidating 	causes, 	to 	exclude 	evidence 	of
contemporaneous conversations, representations, or statements
offered for the purpose of varying or adding to the terms of [the
contract].” Tangren, 2008 UT 20, ¶ 11 (quotation simplified). Thus,
“if the court finds the agreement is integrated, then parol evidence
may 	be 	admitted 	only 	if 	the 	court 	makes 	a 	subsequent
determination that the language of the agreement is ambiguous.”
Id. (quotation simplified). We address each of these components
in sequence: (1) whether the writings at issue were integrated,
(2) whether any invalidating causes were present, and (3) whether
ambiguity would justify the consideration of extrinsic evidence.
I. Integration
¶11 	We agree with Uncle that Tangren Family Trust v. Tangren,
2008 UT 20, 182 P.3d 326, is controlling here on the question of
integration. In that case, a father and son worked to build a ranch
on property that was held in a family trust, of which the father
marshaling requirement that Uncle must fulfill. See C.R. England
Inc. v. Labor Comm’n, 2024 UT App 170, ¶ 28, 561 P.3d 213 (“A
party challenging a factual finding or sufficiency of the evidence
will almost certainly fail to carry its burden of persuasion on
appeal if it fails to marshal.” (quotation simplified)), cert. denied,
564 P.3d 958 (Utah 2025); Cox v. Cox, 2023 UT App 62, ¶ 34 n.6, 532
P.3d 128 (noting that the marshaling requirement does not apply
to a challenge regarding “a legal question”).

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was the trustee and his children were the beneficiaries. See id.
¶¶ 2–4. After the son had invested significant capital and time
into 	the 	ranch, 	he 	became 	concerned 	that 	his 	siblings, 	as
additional trust beneficiaries, might try to take his interest in the
ranch. See id. ¶ 5. As a result, the father and the son entered into a
lease agreement to protect the son’s share from any claim of his
siblings upon the father’s death. See id. ¶¶ 5, 7. Although the
parties would later testify that the lease was not intended to be a
functioning lease but would come into effect if necessary to
defend against later sibling actions, see id. ¶ 7 & nn.1–2, the lease
nonetheless contained an integration clause providing that the
lease “contain[ed] the entire understanding between the parties
with respect to its subject-matter,” id. ¶ 5 (quotation simplified).
¶12 	Several years later, the parties’ relationship deteriorated, a
lawsuit was filed, and the validity of the lease became a central
issue in the ensuing litigation. See id. ¶¶ 6, 8–9. On appeal before
our supreme court, the father argued that, despite the integration
clause, the lease was not an integrated agreement because the
parties had a separate oral agreement that either the lease was
invalid or that it was subject to a condition precedent. See id. ¶ 16.
¶13 	The supreme court rejected the father’s assertion that the
parties’ additional oral agreement should be considered on the
question of integration. See id. The court recognized that “extrinsic
evidence is appropriately considered, even in the face of a clear
integration clause, where the contract is alleged to be a forgery, a
joke, a sham, lacking in consideration, or where a contract is
voidable for fraud, duress, mistake, or illegality.” Id. ¶ 15. But the
court 	observed 	that 	the 	father 	was 	alleging 	none 	of 	those
circumstances; that is, the father was not asserting that the lease
was “complete yet invalid on one of the above-described bases for
invalidity” but, rather, that the lease was “incomplete because he
and 	[his 	son] 	entered 	into 	a 	separate 	oral 	agreement”—an
argument that was “in direct contradiction to the clear integration
clause.” Id. ¶ 16. The court held, “[I]n the face of a clear integration

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clause, extrinsic evidence of a separate oral agreement is not
admissible on the question of integration.” Id. ¶ 17. Thus, the court
proceeded to “the second step in assessing the applicability of the
parol evidence rule,” that is, whether the lease terms were
ambiguous. Id. ¶ 18. And because neither party had challenged
the lease’s terms as ambiguous, the court concluded, “The parol
evidence rule therefore bars the use of extrinsic evidence to vary
or add to the terms of the [l]ease because it is valid, integrated,
and unambiguous.” Id.
¶14 	Applying Tangren here, because the 2013 Writing and the
2018 Writing each contain an integration clause clearly asserting
that the writing “is the entire agreement between the parties,” it
was error for the trial court to rely on the parties’ testimonies
regarding 	additional 	oral 	agreements 	to 	determine 	that 	the
writings “did not constitute their full agreements.”2 Although the
2. Nephew takes issue with Uncle addressing the 2013 Writing on
appeal and argues that “any argument that the 2013 Writing can
be relied upon to supplement or interpret the 2018 Writing is
factually and legally incorrect and . . . has been waived” due to
Uncle’s primary contention below that the 2018 Writing “is the
only agreement” between the parties. (Footnote omitted.) Uncle,
however, clarifies in his reply brief that he considers the 2013
Writing “necessarily at issue” because “[i]f the 2018 Writing is
deemed invalid, then the 2013 Writing necessarily remains the
operative agreement.” Thus, it appears Uncle is making no
argument that the 2013 Writing serves to supplement or help
interpret the 2018 Writing.
Moreover, because the trial court ruled on the validity of
the 2013 Writing and because Nephew has challenged that ruling
on appeal, such arguments are neither unpreserved nor waived.
See Fort Pierce Indus. Park Phases II, III & IV Owners Ass’n v.
Shakespeare, 2016 UT 28, ¶ 13, 379 P.3d 1218 (“[T]he district court’s
(continued…)

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court could properly have considered extrinsic evidence in the
face of asserted invalidating causes such as mistake or fraud, the
court’s reasoning relied on no such invalidating cause to allow it
to hear and consider extrinsic evidence on the question of
integration. Instead, the court took the parties’ acknowledgement
of additional oral agreements as proof that the writings were not
the integrated agreements they clearly purported to be; such
reasoning is plainly prohibited by Tangren.3 See id. ¶¶ 16–17.
II. Invalidating Causes
¶15 	Nephew pushes back, asserting that certain invalidating
causes 	were 	present 	here 	that, 	under 	Tangren, 	allowed 	the
consideration of extrinsic evidence; specifically, he asserts mutual
mistake and a lack of consideration. See Tangren Family Trust v.
Tangren, 2008 UT 20, ¶ 15, 182 P.3d 326 (“[E]xtrinsic evidence is
decision to take up the question conclusively overcame any
objection that the issue was not preserved for appeal.”); State v.
Johnson, 2017 UT 76, ¶ 16, 416 P.3d 443 (“When a party fails to raise
and argue an issue on appeal, or raises it for the first time in a
reply 	brief, 	that 	issue 	is 	waived 	and 	will 	typically 	not 	be
addressed by the appellate court.”).
3. Nephew argues that Tangren only applies when a writing
“appears to be a complete and certain agreement,” see Tangren
Family Trust v. Tangren, 2008 UT 20, ¶ 12, 182 P.3d 326 (quotation
simplified), and therefore would not prohibit the consideration of
extrinsic evidence regarding the 2018 Writing, which he argues is
“objectively incomplete on its face.” But aside from an asserted
lack of consideration—which we address in Part II.B and which,
if it exists, would on its own except this case from Tangren’s rule
limiting the use of extrinsic evidence—Nephew points to nothing
in 	the 	writings 	themselves 	that 	would 	make 	them 	appear
incomplete 	or 	uncertain. 	Thus, 	we 	reject 	his 	attempt 	to
differentiate this case from Tangren on this point.

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appropriately considered, even in the face of a clear integration
clause, where the contract is alleged to be a forgery, a joke, a sham,
lacking in consideration, or where a contract is voidable for fraud,
duress, mistake, or illegality.”). But the trial court’s analysis made
no specific reference to mutual mistake or a lack of consideration,
nor do we read any of the court’s reasoning as relying on those
justifications. However, upon remand, the trial court is free to
consider the potential invalidating causes recognized in Tangren
in addressing the contractual claims before it. Although we leave
these issues for determination by the trial court in the first
instance, we provide some limited guidance that may assist the
court upon remand.4
4. Uncle additionally argues on appeal that even if the trial court
is ultimately correct as to the invalidity of the writings, the
appropriate remedy should attempt to restore the parties to their
pre-contract positions, not give Nephew “a massive windfall” by
awarding him the rent received for the property and a payout of
half the equity in the property. While we have reversed the trial
court’s determination as to the invalidity of the writings, the
possibility remains upon remand that the court may, through
different reasoning, again arrive at a determination that the
contracts are invalid. And for that reason, we note that Uncle is
correct in his remedy argument; in such a situation, where a
contract is void or voidable meriting rescission, the remedy
should 	focus 	on 	returning 	the 	parties 	to 	their 	pre-contract
positions. See Anderson v. Doms, 2003 UT App 241, ¶ 11, 75 P.3d
925 (“Rescission is a restitutionary remedy that attempts to return
parties to the status quo. The goal of rescission is to restore the
status quo that existed prior to the parties’ agreement. The status
quo rule is equitable, and requires practicality in adjusting the
rights of the parties.” (quotation simplified)); see also 17B C.J.S.
Contracts § 657 (2025) (“The objective of rescission is to return the
(continued…)

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A. 	Mutual Mistake
¶16 	“A mutual mistake occurs when both parties, at the time of
contracting, share a misconception about a basic assumption or
vital fact upon which they based their bargain.” Cantamar, LLC v.
Champagne, 2006 UT App 321, ¶ 38, 142 P.3d 140 (quotation
simplified). “A mutual mistake of fact can provide the basis for
equitable rescission or reformation of a contract even when the
contract appears on its face to be a complete and binding
integrated agreement.” Burningham v. Westgate Resorts, Ltd., 2013
UT App 244, ¶ 12, 317 P.3d 445 (quotation simplified). “In
addition, a mutual mistake theory may apply to instances where
the parties misunderstood the legal effect of the words in a
document and may result in reformation of a [contract].” West One
Trust Co. v. Morrison, 861 P.2d 1058, 1061 (Utah Ct. App. 1993); see
also Cantamar, 2006 UT App 321, ¶ 38. “The proponent of a
mutual-mistake claim must prove the elements by clear and
convincing evidence.” Bergmann v. Bergmann, 2018 UT App 130,
¶ 14, 428 P.3d 89 (quotation simplified).
B. 	Lack of Consideration
¶17 	“If [a] plaintiff fails to show there is consideration to
support the contract, that party has failed to meet its burden and
the contract will be held invalid by the court.” DeMentas v. Estate
of Tallas ex rel. First Sec. Bank, 764 P.2d 628, 631–32 (Utah Ct. App.
1988). “Consideration is present when there is an act or promise
given in exchange for the other party’s promise.” Cea v. Hoffman,
2012 UT App 101, ¶ 26, 276 P.3d 1178 (quotation simplified). “Any
detriment can support a promise, no matter how economically
inadequate,” 	and 	that 	detriment 	may 	be 	in 	the 	form 	of 	a
parties to the same position they would have occupied had they
not entered into the contract, and rescission generally requires
restoration of the parties to the status quo as it existed prior to the
execution of the contract.” (footnotes omitted)).

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bargained-for forbearance. Mortensen v. Mortensen, 2025 UT App
8, ¶ 19, 564 P.3d 508 (quotation simplified), cert. denied, 570 P.3d
659 (Utah 2025). Thus, “ordinarily, courts will not inquire into the
adequacy of consideration unless it is so insufficient or illusory as
to 	render 	enforcement 	of 	the 	contract 	unconscionable.” 	Id.
(quotation simplified).5
III. Ambiguity
¶18 	Even when a contract is integrated, extrinsic evidence may
still be considered to clarify ambiguous contract terms. See
Tangren Family Trust v. Tangren, 2008 UT 20, ¶¶ 11, 18, 182 P.3d
326 (“[I]f a contract is integrated, parol evidence is admissible
only to clarify ambiguous terms.”). Nephew argues that we
should use this rule as an alternative ground to affirm the trial
court’s 	consideration 	of 	extrinsic 	evidence 	and 	its 	resulting
determination. See Olguin v. Anderton, 2019 UT 73, ¶ 20, 456 P.3d
760 (“It is within our discretion to affirm a judgment on an
5. Although we remand this case to the trial court so that it may
address potential invalidating causes in the first instance, we do
observe that the lack-of-consideration argument, at least as it has
been 	articulated 	on 	appeal—that 	the 	2018 	Writing 	lacks
consideration because it contains no obligations of Uncle—seems
foreclosed by the findings of the trial court, which essentially
recognize a significant forbearance on the part of Uncle. The court
found that in the 2013 Writing, Nephew agreed to “pay the house
payments and the remaining one-half of the utilities, while also
paying [Uncle] $1,000 a month until [Uncle] dies.” The court then
found that the 2018 Writing “updated the timing of the payments
that [Nephew] was to make to [Uncle],” referencing the provision
that Uncle would not begin receiving the promised monthly
payments 	until 	2026. 	Thus, 	assuming 	the 	2013 	Writing 	is
determined to be valid, the specification in the 2018 Writing of a
later start date reflects a lengthy period of forbearance.

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alternative ground if it is apparent in the record.” (quotation
simplified)). We decline this invitation.
¶19 	“A contractual term or provision is ambiguous if it is
capable of more than one reasonable interpretation because of
uncertain meanings of terms, missing terms, or other facial
deficiencies.” Daines v. Vincent, 2008 UT 51, ¶ 25, 190 P.3d 1269
(quotation simplified). When presented with an assertion of
ambiguity, 	the 	court 	considers 	“any 	relevant 	evidence” 	of
asserted interpretations, but after doing so, the court “must
ensure that the interpretations contended for are reasonably
supported by the language of the contract.” Id. ¶ 26 (quotation
simplified). “Thus, even though we permit admission of extrinsic
evidence to support a claim of ambiguity in contractual language,
the claim must be plausible and reasonable in light of the
language used.” Id. ¶ 31 (quotation simplified). “[T]here can be no
ambiguity where evidence is offered in an attempt to obscure
otherwise plain contractual terms.” Id.; see also id. ¶ 27 (“[We do]
not intend that a judge allow surrounding circumstances to create
ambiguity where the language of a contract would not otherwise
permit.”).
¶20 	Here, Nephew points to no particular language in the
writings that relates to his ambiguity argument.6 Instead, he
simply asserts that the 2018 Writing “is anything but a clear and
complete agreement” and that “[i]t has obvious deficiencies
apparent on its face.”7 But without either pointing us to specific
6. Nor do we see that Nephew advanced any ambiguity argument
before the trial court.
7. Much of Nephew’s argument on this point seems to be based
on an alleged lack of consideration, which we have already noted
seems foreclosed by the trial court’s factual findings, see supra note
5, and, therefore, would not make this an avenue for affirmance
(continued…)

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contractual language that is unclear and susceptible to multiple
reasonable interpretations or identifying essential terms that are
missing, his ambiguity argument wholly fails and provides no
alternative route to affirming the decision of the trial court.8
CONCLUSION
¶21 	Because the 2013 Writing and the 2018 Writing contained
clear integration clauses, the trial court erred in relying on
extrinsic 	evidence 	to 	determine 	that 	the 	writings 	were 	not
integrated and therefore no contract was formed between Uncle
and Nephew. Accordingly, we reverse the trial court’s judgment,
and we remand this case for such further proceedings as may now
be appropriate.
that is “apparent in the record,” Olguin v. Anderton, 2019 UT 73,
¶ 20, 456 P.3d 760 (quotation simplified).
8. Moreover, even had Nephew advanced a persuasive ambiguity
argument, the result of such would likely not be the result he
seeks, that is, an affirmance of the trial court’s finding of no valid
contract. See Regal RealSource LLC v. Enlaw LLC, 2024 UT App 95,
¶ 21, 554 P.3d 1112 (“If, however, the language of the contract is
ambiguous, that does not necessarily mean that the contract is
unenforceable for vagueness. In most cases, the presence of
ambiguity simply signals that additional litigation and analysis is
required; 	at 	that 	point, 	interpretation 	of 	the 	contract—and
ascertaining 	the 	parties’ 	intent—becomes 	a 	question 	of 	fact
instead of a question of law.” (citations omitted)), cert. denied, 558
P.3d 89 (Utah 2024).