Haynes v. Dept. of Public Safety

2020 UT App 19
THE UTAH COURT OF APPEALS
NATHAN HAYNES,
Appellant,
v.
DEPARTMENT OF P UBLIC S AFETY AND K EITH S QUIRES,1
Appellees.
Opinion
No. 20180752-CA
Filed February 6, 2020
Third District Court, Salt Lake Department
The Honorable Richard D. McKelvie
No. 180901903
Nate N. Nelson, Jeremy G. Jones, and Joshua S.
Ostler, Attorneys for Appellant
Sean D. Reyes and J. Clifford Petersen, Attorneys
for Appellees
JUDGE DIANA H AGEN authored this Opinion, in which
JUDGES K ATE A PPLEBY and R YAN M. HARRIS concurred.
HAGEN, Judge:
¶1 	Nathan Haynes brought this breach of contract action
alleging 	that 	the 	Utah 	Department 	of 	Public 	Safety 	(DPS)
violated the terms of a settlement agreement when it refused to
reinstate his employment as a Utah Highway Patrol trooper.
DPS moved to dismiss the complaint, and the district court
granted the motion, ruling that, as a matter of law, Haynes could
1. Although Haynes named former DPS commissioner Keith
Squires as a defendant in his complaint, he has not challenged
the district court’s dismissal of his claim against Squires.

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not state a breach of contract claim because he failed to perform
his obligations under the settlement agreement. Because we
conclude that the relevant terms of the settlement agreement are
ambiguous, we reverse and remand for further proceedings.
BACKGROUND2
¶2 	In early March 2017, the Utah Highway Patrol (UHP)
notified Haynes that it intended to terminate his employment as
a trooper. Haynes was told that the decision to fire him was
based on a determination by the Salt Lake County District
Attorney’s Office (the DA) that Haynes was “no longer a viable
witness” as a result of Brady/Giglio impairment.3 Later that
2. “On appeal from a motion to dismiss, we review the facts only
as they are alleged in the complaint. We accept the factual
allegations as true and draw all reasonable inferences from those
facts in a light most favorable to the plaintiff.” Zemlicka v. West
Jordan City, 2019 UT App 22, ¶ 4 n.2, 438 P.3d 1036 (cleaned up).
3. Brady/Giglio impairment of a police officer typically
refers to a prosecutor’s decision not to allow the
officer to testify at the trial of a criminal defendant
because 	the 	prosecutor 	would 	be 	required 	to
disclose to the defense existing information about
the officer’s prior misconduct or other grounds to
attack the officer’s credibility, disclosures which
could compromise the prosecution. Officers who
are Giglio impaired based on the existence of such
compromising information may be prevented from
participating in police investigations or making
arrests so as to avoid a situation where a criminal
prosecution 	is 	dependent 	on 	that 	officer’s
testimony.
(continued…)

Haynes v. Dep’t of Public Safety
20180752-CA 	3 	2020 UT App 19
month, Haynes and his counsel met with DPS to appeal the
decision, 	after 	which 	Haynes 	entered 	into 	a 	settlement
agreement with DPS. According to the terms of the settlement,
Haynes would be reinstated with UHP if he was “able to reverse
the [DA’s] Brady/Giglio determination of Haynes on or before the
end of that year in the form of obtaining injunctive relief from a
court 	of 	law 	in 	relation 	to 	the 	[DA’s] 	Brady/Giglio
determination.”
¶3 	In September 2017, Haynes reached out to the DA for
information regarding the basis for its determination. The DA
responded that it had “not made a determination that Haynes is
‘Brady/Giglio impaired.’” Nonetheless, the DA confirmed that,
“after receiving several documents from UHP and [DPS], the
[DA] decided it is no longer willing to use Mr. Haynes as an
officer witness in criminal prosecutions.”
¶4 	Based on the DA’s representation that it had not actually
made “a determination that Haynes is ‘Brady/Giglio impaired,’”
Haynes demanded that he be reinstated to his former position.
DPS refused, and Haynes brought a breach of contract action.
DPS filed a motion to dismiss under rule 12(b)(6) of the Utah
Rules of Civil Procedure, arguing that Haynes failed to comply
with the requirements of the settlement agreement. The district
court granted the motion to dismiss, reasoning that Haynes not
only “fail[ed] to comply with the letter of the Settlement (i.e.
obtaining a reversal of the DA by injunctive relief), but he also
failed to comply with the spirit of the Settlement (i.e. convincing
the DA that he was a viable witness in criminal prosecutions).”
Haynes now appeals.
(…continued)
Stockdale v. Helper, No. 3:17-CV-241, 2017 WL 2546349, at *2 n.3
(M.D. Tenn. June 13, 2017) (cleaned up). See generally Giglio v.
United States, 405 U.S. 150 (1972).

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20180752-CA 	4 	2020 UT App 19
ISSUE AND STANDARD OF REVIEW
¶5 	Haynes contends that the district court erred in granting
DPS’s motion to dismiss. “We review a decision granting a
motion to dismiss for correctness, granting no deference to the
decision of the district court.” Fehr v. Stockton, 2018 UT App 136,
¶ 8, 427 P.3d 1190 (cleaned up). “When reviewing a motion to
dismiss based on Rule 12(b)(6), an appellate court must accept
the material allegations of the complaint as true, and the trial
court’s ruling should be affirmed only if it clearly appears the
complainant can prove no set of facts in support of his or her
claims.” Mackey v. Cannon, 2000 UT App 36, ¶ 9, 996 P.2d 1081
(cleaned up). In reviewing “a rule 12(b)(6) dismissal, our inquiry
is concerned solely with the sufficiency of the pleadings, and not
the underlying merits of the case.” Fehr, 2018 UT App 136, ¶ 8
(cleaned up).
ANALYSIS
¶6 	Haynes’s complaint alleges breach of contract based on
DPS’s refusal to reinstate him as a UHP trooper. “To survive a
motion to dismiss, the complaint must allege facts sufficient to
satisfy each element of a claim, otherwise the plaintiff has failed
to show that [he] is entitled to relief.” Harvey v. Ute Indian Tribe of
the Uintah & Ouray Reservation, 2017 UT 75, ¶ 60, 416 P.3d 401.
The elements of a breach of contract claim are “(1) a contract, (2)
performance by the party seeking recovery, (3) breach of the
contract by the other party, and (4) damages.” America West Bank
Members, LC v. State, 2014 UT 49, ¶ 15, 342 P.3d 224 (cleaned up).
In its motion to dismiss, DPS argued that the complaint failed as
a matter of law on the second element because Haynes did “not
allege that he [had] performed the essential prerequisite for
relief” under the settlement agreement. The relevant contractual
provision provides:

Haynes v. Dep’t of Public Safety
20180752-CA 	5 	2020 UT App 19
If Haynes is able to reverse the [DA’s] Brady/Giglio
determination of Haynes on or before the end of
that year in the form of obtaining injunctive relief
from 	a 	court 	of 	law 	in 	relation 	to 	the 	[DA’s]
Brady/Giglio determination, DPS agrees to allow
him 	to 	resume 	paid 	employment 	as 	a 	[UHP]
Trooper restoring Haynes to the same pay and
seniority 	status 	that 	he 	currently 	receives 	and
holds with DPS.
¶7 	As 	the 	district 	court 	observed, 	it 	is 	undisputed 	that
Haynes failed to “obtain[] a reversal of the DA by injunctive
relief.” But this undisputed fact does not preclude Haynes’s
claim as a matter of law. “The general rule with respect to what
performance is required when a contract is made for the agreed
exchange of two performances, one of which is to be rendered
first, is not strict, literal, and exact compliance with the terms
of 	the 	contract 	but 	rather 	only 	substantial 	compliance 	or
substantial performance.” 15 Williston on Contracts § 44:52 (4th
ed. 	2019). 	Haynes 	alleges 	that 	he 	effectively 	rendered
performance by obtaining a statement from the DA that it had
“not 	made 	a 	determination 	that 	Haynes 	is 	‘Brady/Giglio
impaired.’”4
4. At the motion to dismiss stage, the district court properly
considered the settlement agreement and the correspondence
from the DA, which were “referred to in the complaint” and
“central to the plaintiff’s claim.” See Oakwood Village LLC v.
Albertsons, Inc., 2004 UT 101, ¶ 13, 104 P.3d 1226 (cleaned up).
Although 	not 	attached 	to 	the 	complaint 	or 	expressly
incorporated 	by 	reference, 	DPS 	submitted 	“indisputably
authentic” copies of these documents in connection with its
motion to dismiss. See id. (cleaned up).

Haynes v. Dep’t of Public Safety
20180752-CA 	6 	2020 UT App 19
¶8 	The district court rejected this argument because, in its
view, Haynes had not only failed to obtain injunctive relief, “but
he also failed to comply with the spirit of the Settlement (i.e.
convincing the DA that he was a viable witness in criminal
prosecutions.)” Indeed, in typical law enforcement parlance, the
term “Brady/Giglio impaired” generally refers to an officer that a
prosecutor declines to use as a witness because of credibility or
impeachment concerns. See supra note 3. And it is undisputed
that Haynes never convinced the DA that he was a viable
witness in criminal prosecutions.
¶9 	But 	just 	because 	the 	meaning 	of 	a 	contractual 	term
“may seem clear to a particular reader—including a judge—this
does not rule out the possibility that the parties chose the
language of the agreement to express a different meaning.”
Lunceford v. Lunceford, 2006 UT App 266, ¶ 13, 139 P.3d 1073
(cleaned 	up). 	A 	contract 	is 	ambiguous 	if 	“the 	language 	of
the 	contract 	is 	reasonably 	capable 	of 	being 	understood 	in
more than one sense.” Id. ¶ 14 (cleaned up). “When determining
whether a contract is ambiguous, any relevant evidence must
be 	considered,” 	but 	the 	competing 	interpretations 	must 	be
“reasonably supported by the language of the contract.” Daines
v. Vincent, 2008 UT 51, ¶ 26, 190 P.3d 1269 (cleaned up).
¶10 	For 	purposes 	of 	surviving 	a 	motion 	to 	dismiss,
Haynes 	has 	demonstrated 	that 	the 	term 	“Brady/Giglio
determination” as used in the settlement agreement is capable
of 	more 	than 	one 	reasonable 	interpretation. 	The 	agreement
specifically requires Haynes to reverse “the [DA’s] Brady/Giglio
determination 	of 	Haynes.” 	DPS 	contends 	that 	“Brady/Giglio
determination” is shorthand for a prosecutor’s refusal to rely
on 	a 	particular 	law 	enforcement 	officer 	as 	a 	witness 	due
to 	credibility 	or 	impeachment 	concerns. 	Given 	the 	DA’s
continued 	refusal 	to 	use 	Haynes 	as 	a 	witness 	for 	those
very reasons, DPS argues that Haynes can prove no set of
facts that would establish that he substantially performed his

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20180752-CA 	7 	2020 UT App 19
obligation to reverse the DA’s decision. But, as Haynes points
out, 	the 	settlement 	agreement 	refers 	not 	to 	Brady/Giglio
impairment generally, but instead uses the specific phrase “the
[DA’s] 	Brady/Giglio 	determination.” 	Haynes 	argues 	that, 	by
referring to a particular determination made by the DA’s office,
the settlement agreement essentially incorporates by reference
the DA’s meaning of the term “Brady/Giglio determination.”
Given that the DA has denied making such a determination,
Haynes contends that the phrase must mean something other
than the DA’s stated unwillingness to use Haynes as a witness.
In 	our 	view, 	both 	parties’ 	interpretations 	are 	reasonably
supported by the language of the settlement agreement. Haynes
has 	therefore 	demonstrated 	that 	the 	phrase 	“the 	[DA’s]
Brady/Giglio 	determination” 	is 	“reasonably 	capable 	of 	being
understood in more than one sense.” Lunceford, 2006 UT App
266, ¶ 14 (cleaned up).
¶11 	Where such an ambiguity exists, “the intent of the parties
becomes a question of fact upon which parol evidence of the
parties’ intentions should be admitted.” E & H Land, Ltd. v.
Farmington City, 2014 UT App 237, ¶ 21, 336 P.3d 1077 (cleaned
up)). Although further evidence of the parties’ intent ultimately
may prove DPS’s interpretation correct, the parties’ intentions
cannot be determined as a matter of law in the context of a rule
12(b)(6) motion to dismiss. See Faulkner v. Farnworth, 665 P.2d
1292, 1294 (Utah 1983) (holding that the case could not “be
decided as a matter of law” because the relevant contractual
language was ambiguous). If, 	on the other hand, Haynes’s
interpretation 	of 	the 	term 	“Brady/Giglio 	determination” 	is
ultimately found to be the one intended by the parties, Haynes
would then be entitled to an opportunity to demonstrate that
obtaining an email from the DA stating that it had “not made a
determination that Haynes is ‘Brady/Giglio impaired’” constitutes
substantial compliance with his obligations under the settlement
agreement.

Haynes v. Dep’t of Public Safety
20180752-CA 	8 	2020 UT App 19
CONCLUSION
¶12 	The materials before the district court demonstrate a
plausible claim of ambiguity that is supported by the plain
language of the settlement agreement. Accordingly, dismissal
under rule 12(b)(6) was premature. We reverse and remand for
further proceedings consistent with this opinion.