Richman and Richman v. Redmond

2023 UT App 158
THE UTAH C OURT OF APPEALS
R ICHMAN & R ICHMAN LLC,
Appellant,
v.
R OBY R EDMOND AND L EE A NN R EDMOND,
Appellees.
Opinion
No. 20220644-CA
Filed December 21, 2023
Third District Court, West Jordan Department
The Honorable James D. Gardner
No. 189911602
John A. Snow and Sarah Jenkins Dewey,
Attorneys for Appellant
Stephen P. Horvat, Attorney for Appellees
JUDGE D AVID N. M ORTENSEN authored this Opinion, in which
JUDGES M ICHELE M. C HRISTIANSEN F ORSTER and A MY J. O LIVER
concurred.
MORTENSEN, Judge:
¶1 	When Donald Redmond died, significant disputes arose
between his sons and his widow concerning the ownership of
Donald’s business and assets.1 Two actions—a contract action and
a probate action—followed. Ultimately, both cases were settled. A
law 	firm, 	Richman 	and 	Richman 	LLC 	(the 	Firm), 	initially
represented only one son, but it later also represented the estate
in the probate action and, the Firm argues, also represented the
widow individually. When fees allegedly went unpaid, the Firm
sued one son and the widow. After a bench trial, the district court
1. Because many individuals share the same last names, we refer
to individuals by their first names.

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ruled that the Firm had failed to prove its case. The Firm now
appeals, and we affirm.
BACKGROUND
¶2 	In November 2007, Donald died intestate, leaving behind
his wife, Lee Ann Redmond, and two sons, Roby and Dony
Redmond. At the time of his death, Donald owned an excavation
and trucking company. In addition to the company, Donald
owned motorcycles, snowmobiles, trailers, antique vehicles, and
other items. Before the legal proceedings described below, Lee
Ann had no experience with the legal system. Roby’s experience
was limited to a straightforward divorce. Lee Ann signed a power
of attorney granting Roby authority to act on her behalf in legal
matters.
The Civil and Probate Actions
¶3 	In 2011, a dispute arose between the two brothers, and
Dony filed a lawsuit (the Civil Action) against both Roby and Lee
Ann over the excavation company and other items owned by
Donald. Roby and Lee Ann met with the Firm for advice on the
matter. 	Due 	to 	a 	potential 	conflict 	of 	interest, 	the 	Firm
recommended the two obtain separate counsel. Roby hired the
Firm, and Lee Ann engaged Richard Dibblee to represent her in
the Civil Action. In October 2011, Roby signed an engagement
agreement prepared by the Firm, which described the scope of
engagement as “all Redmond corp [sic] matters of any nature vs
Dony Redmond.”
¶4 	Roby and Lee Ann met together with their attorneys to
discuss a 	litigation strategy, which included commencing a
probate proceeding (the Probate Action) to protect Lee Ann’s
interest in Donald’s estate (the Estate). In November 2011, Lee
Ann initiated the Probate Action with Dibblee representing her in
her role as personal representative of the Estate.

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¶5 	Notice of Appearance. In early 2014, Dibblee’s health
began to decline, so the Firm entered an appearance as co-counsel
with Dibblee in the Probate Action on March 7, 2014. The notice
of appearance (the Notice) stated that the Firm was appearing “on
behalf of Lee Ann Redmond and in her capacity as Personal
Representative.” The caption also stated, “NOTICE OF ENTRY
OF APPEARANCE (On Behalf of Lee Ann Redmond Personal
Representative).” And finally, the signature block identified the
Firm 	as 	“Co-counsel 	for 	Lee 	Ann 	Redmond 	Personal
Representative.”
¶6 	Conflict Waiver. That same day, Roby and Lee Ann each
signed a conflict of interest waiver (the Waiver) with the Firm. The
Waiver stated that the agreement to waive any conflict of interest
was 	between 	Roby, 	“Lee 	Ann 	Redmond 	and 	as 	Personal
Representative of [the Estate],” and the Firm. The recitals section
of 	the 	Waiver 	acknowledged 	that 	“[c]ounsel 	for 	Lee 	Ann
Redmond as Personal Representative of [the Estate] is Richard C.
Dibblee.” The Waiver then stated that Lee Ann requested that the
Firm enter an appearance as co-counsel “on behalf of Lee Ann
Redmond and in her capacity as Personal Representative of [the
Estate].” The agreement section stated, “[Roby and Lee Ann] do
hereby waive now and in the future any actual and/or potential
conflict of interest which may exist or be created by Attorneys
assuming duties and responsibilities as co-counsel with Richard
C. Dibblee on behalf of Lee Ann Redmond and as Personal
Representative of [the Estate] in [the Probate Action] . . . and
continuing to represent the interest of Roby Redmond in [the Civil
Action].”
¶7 	Contract. In May 2014, the Firm prepared an attorney-
client fee contract (the Contract), which stated that it was “entered
into 	by 	and 	between 	LEE 	ANN 	REDMOND 	(‘Client’) 	and
RICHMAN & RICHMAN, LLC (‘Attorney’)” to represent her in
the 	Probate 	Action. 	The 	signature 	block 	listed 	“LEE 	ANN

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REDMOND ‘Client,’” however, Lee Ann never signed it.2 The
Firm gave the Contract to Roby and maintains that he assured
them Lee Ann had signed it and that he would return it to them.
¶8 	Acknowledgment. In November 2014, the Firm sent Lee
Ann 	a 	letter 	acknowledging 	(the 	Acknowledgment) 	its
representation of the Estate in the Probate Action. Addressing Lee
Ann, the Acknowledgement stated, “If you are in agreement with
[the 	Firm] 	representing 	[the 	Estate] 	and 	you 	as 	Personal
Representative as co-counsel with Mr. Richard C. Dibblee in all
matters as needed in [the Probate Action], please endorse this
letter 	and 	return 	it 	immediately.” 	Lee 	Ann 	signed 	the
Acknowledgement above the signature block that stated “LEE
ANN REDMOND Personal Representative of the [Estate].”
¶9 	In November 2016, the parties signed a memorandum of
understanding (the MOU) dividing up Donald’s antique vehicles
and acknowledging that all other items belonged to the Estate. Lee
Ann signed the MOU on behalf of the Estate, and an attorney for
the Firm signed it as “Attorney for the Estate.” Shortly after, the
Firm prepared the filings to close the Estate, which its attorney
filed as “Attorney for Estate.” In April 2017, the probate court
entered a decree of final discharge for the Estate, including
discharging Lee Ann as personal representative. The Firm did not
seek any of the fees it now requests in the Probate Action.
Following the conclusion of the Probate Action, in April 2017, a
final settlement agreement involving Roby, Lee Ann, Dony, and
others concluded the Civil Action.
The Firm’s Services
¶10 	The Firm asserts that after its appearance in the Probate
Action due to the declining health of Dibblee, it “took on the lion’s
share of the work” in both the Probate Action and Civil Action. In
2. Roby, who held Lee Ann’s power of attorney, did not sign the
Contract either.

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April 2016, Dibblee passed away. The Firm continued as Lee
Ann’s counsel in the Probate Action for another year.
The Collection Action
¶11 	Although payments on the Firm’s fees were made for some
time 	after the 	conclusion 	of 	the 	litigation, 	eventually those
payments ceased. In July 2018, the Firm filed the present lawsuit
against both Lee Ann and Roby. The Firm sought $238,037.99 in
allegedly unpaid fees, stating claims for both breach of contract
and unjust enrichment. The Firm argued that while all fees
incurred in the Civil Action were paid in full, nearly all the fees
incurred in the Probate Action for Lee Ann remained outstanding.
¶12 	The district court held a three-day bench trial, after which
the court issued its Findings of Fact and Conclusions of Law. The
court found that the Firm failed to meet its burden of proof on any
of the claims.3
¶13 	Concerning the Firm’s representation of Lee Ann, the
district court found that the Firm failed to meet its burden of proof
that Lee Ann ever signed the Contract. The court further found
that 	Lee 	Ann 	signed 	the 	Acknowledgment 	as 	a 	personal
representative of the Estate and that it “was either the only written
engagement agreement between Lee Ann and [the Firm] or it was
acknowledgment 	of an 	oral 	agreement that 	[the 	Firm] 	was
engaged to represent Lee Ann in her capacity as the personal
representative in the Probate Action.” The court determined that
the Waiver, Contract, and Notice in the Probate Action did not
reflect an intent that the Firm would represent Lee Ann as both an
individual and as the personal representative of the Estate. The
court found that “at best” the documents were ambiguous and
that a strict reading of the conjunctive “and” in the phrase “on
3. The Firm’s claims against Roby are not at issue in this appeal,
and we therefore will not address the district court’s findings
regarding them.

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behalf of Lee Ann Redmond and in her capacity as personal
representative” 	repeatedly 	used 	in 	the 	documents 	was
nonsensical grammatically. (Emphasis added.) After determining
that the documents were ambiguous and weighing the evidence,
the court concluded that the Firm represented Lee Ann only as a
personal representative of the Estate in the Probate Action. The
court further found that the Firm could have sought all the
remaining fees in the Probate Action and that a failure to do so
had nothing to do with “any representation or conduct from” Lee
Ann or Roby nor any promises from them “of payment in order
to prevent or impede [the Firm] from seeking” the fees.
¶14 	Importantly, the court acknowledged that the Firm argued
that its claim for fees was not subject to dismissal because Lee Ann
benefitted from its services individually, as an heir to the Estate.
However, the court found that “all [the Firm’s] legal services were
provided to the [Estate] and Lee Ann as personal representative.”
(Emphasis added.) While the court recognized that it was possible
that Lee Ann benefitted from the services as an heir, it found that
there was “no credible evidence of legal services provided to her
solely 	as 	an 	individual 	or 	that 	[the 	Firm] 	entered 	into 	an
agreement to represent Lee Ann in her individual capacity as an
heir.”
¶15 	Finally, the court determined that Roby made no guarantee
or undertook any obligation to pay the Firm’s fees for services
provided in the Probate Action to the Estate, to Lee Ann as its
representative, or to Lee Ann personally. And the court found that
“[e]ven if [the Firm] believed that it was providing legal services
to Lee Ann individually and that it had an agreement with Lee
Ann to pay for legal services provided to the [Estate] and her as
personal representative if such payment in full was not made
from the [Estate] prior to distribution, . . . such belief was not
based on any written agreement or a preponderance of proof of
any oral agreement.”

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¶16 	Based on these findings, the court concluded that Utah
Code sections 75-3-1005 and 75-3-1006 barred the Firm’s claims
against Lee Ann individually and as personal representative of
the Estate, even if Lee Ann and Roby directly or indirectly
benefited from the Firm’s services. The court further concluded
that the action was beyond the limitations period under the
Utah Uniform Probate Code (Probate Code). See generally Utah
Code §§ 75-1-101 to 75-12-118. The court also determined that the
Firm’s unjust enrichment and promissory estoppel claims failed
because the parties had an agreement that Lee Ann would pay the
Firm as personal representative, and the Firm failed to properly
pursue payment of those fees in probate court. The district court
entered its judgment adopting these findings and conclusions and
dismissed the Firm’s claims against Roby and Lee Ann.
¶17 	The Firm appeals.
ISSUES AND STANDARDS OF REVIEW
¶18 	The Firm raises three issues on appeal. First, it argues that
the district court, by disregarding the ordinary meaning of what
the Firm views as contract terms, erred when it found that the
Waiver, 	Contract, 	and 	Notice 	were 	ambiguous. 	“The
interpretation of a contract is a question of law, which we review
for correctness, giving no deference to the ruling of the district
court.” Salt Lake City Corp. v. Big Ditch Irrigation Co., 2011 UT 33,
¶ 19, 258 P.3d 539; see also McNeil Eng’g & Land Surveying, LLC v.
Bennett, 2011 UT App 423, ¶ 7, 268 P.3d 854 (“[T]he determination
of whether a contract is facially ambiguous is a question of law,
which we review for correctness.”).
¶19 	Second, the Firm argues that if the Waiver, Contract, and
Notice were ambiguous, then the district court erred by not
considering parol evidence or giving weight to the acts and
conduct 	of 	the 	parties 	before 	the 	dispute 	arose 	to 	resolve
ambiguities and give effect to the three documents. “We resolve

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questions of facial ambiguity in a contract according to the parties’
intent, which is a question of fact.” McNeil Eng’g, 2011 UT App
423, ¶ 7. To determine the intent of the parties and thereby the
meaning of the contract when ambiguity exists, courts may
consider extrinsic evidence. See Holladay Bank & Trust v. Gunnison
Valley Bank, 2014 UT App 17, ¶ 12, 319 P.3d 747. “If the contract is
ambiguous and the district court makes findings regarding the
intent of the parties, we will not disturb those findings unless they
are clearly erroneous.” KB Squared LLC v. Memorial Bldg. LLC, 2019
UT App 61, ¶ 17, 442 P.3d 1168 (cleaned up). “We will affirm the
district court’s findings if they are based on sufficient evidence,
viewing the evidence in the light most favorable to the court’s
construction.” Id. ¶ 22 (cleaned up).
¶20 	Finally, the Firm argues that the district court erred in
holding that the Firm’s claims were time-barred by the Probate
Code’s limitations period. The Firm argues that its representation
of Lee Ann in her personal capacity does not subject its claims to
the Probate Code’s limitations period. Reviewing “a lower court’s
decision regarding the application of a statute of limitations . . . is
a question of law.” In re Hoopiiaina Trust, 2006 UT 53, ¶ 19, 144
P.3d 1129.
ANALYSIS
¶21 	The parties ask us to resolve this case by delving into the
nuances of contract construction and interpretation; however,
that 	analysis 	is 	unnecessary 	here 	as 	more 	straightforward
grounds for resolution are present.
¶22 	The Firm would have this court conclude that the Waiver
and Notice were not ambiguous—in that the Firm represented
Lee Ann as the Estate’s personal representative and in her
personal capacity—and that the Contract was therefore binding
on the parties. Alternatively, the Firm contends that even if these
documents were ambiguous, the extrinsic evidence—which it

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argues the district court ignored—supports the Firm’s reading of
the Contract that it represented Lee Ann in both capacities.
Finally, the Firm argues that the district court erred by holding
that the Probate Code barred its claim, specifically asserting that
the court misinterpreted the Firm’s role in the Probate Action
because the Firm also represented Lee Ann as an individual.
¶23 	However, even if each of the Firm’s arguments were
correct, though they very well may not be, this court still does not
have sufficient grounds to reverse the district court’s decision.
This case hinges on whether Lee Ann was personally liable for the
services provided by the Firm in the Probate Action. In this
regard, the district court made the following factual finding
(Finding 26):
[T]he Court finds that all [the Firm’s] legal services
were provided to the [Estate] and Lee Ann as
personal representative. And while it is possible that
Lee Ann may have benefitted as an heir, there is no
credible evidence of legal services provided to her
solely as an individual or that [the Firm] entered
into an agreement to represent Lee Ann in her
individual capacity as an heir. In other words, [the
Firm] failed to show any distinction regarding Lee
Ann’s individual benefit and the legal services
provided to the [Estate] and her in fulfilling her
obligations as personal representative of the estate.
(Emphases added.)
¶24 	The Firm has not challenged Finding 26. Indeed, as the
issues identified above highlight, while the Firm has challenged
some findings and conclusions of the district court, Finding 26
remains. And Finding 26 is not mentioned or discussed in the
Firm’s principal or reply briefs. The district court’s finding states
that “all” the Firm’s services were provided to the Estate and Lee
Ann as personal representative. If this is true—and because the

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factual finding goes unchallenged by the Firm, we must assume
that the record supports it—then the determinations of what
constitutes the contract, whether it was ambiguous, and what the
extrinsic 	evidence 	demonstrates 	as 	the 	parties’ 	intent 	are
irrelevant.
¶25 	Furthermore, The Firm does not argue that the district
court incorrectly interpreted the Probate Code to bar claims
against a personal representative or a distributee after one year of
an estate’s closing and property distribution; instead, the Firm
argues only that the court misinterpreted the Firm’s role in the
Probate Action as it also represented Lee Ann as an individual.
Thus, the Firm asserts that its claims fall outside the Probate
Code’s limitations period. But because the Firm does not dispute
that “all” of its services were provided to the Estate and Lee Ann
as personal representative, the district court was correct that the
Probate Code bars the Firm’s recovery of any fees from Lee Ann.
¶26 	Because the Firm did not challenge Finding 26, we have no
basis to reverse, as none of the fees would be recoverable in any
event. Because this independent basis of the district court’s ruling
is unchallenged and dispositive, we must affirm.
¶27 	We find instructive the case of Wing v. Still Standing Stable
LLC, 2016 UT App 229, 387 P.3d 605, cert. denied, 390 P.3d 722
(Utah 2017), in which a dispute arose over a failed real estate deal,
and the losing party appealed the trial court’s grant of summary
judgment. Id. ¶¶ 2–10. The trial court granted the motion for
summary judgment “on the ground that [the party’s] damages
were caused by its own conduct.” Id. ¶ 2. Because the party’s brief
on appeal failed to address these grounds, our court affirmed the
trial court’s decision as “our review is confined to the trial court’s
ruling.” Id. ¶ 19. Where a party “fails to address the basis of the
district court’s ruling, we reject its challenge to that ruling.” Id.
¶ 21 (cleaned up); see also Hospital Housekeeping Sys. v. Labor
Comm’n, 2023 UT App 90, ¶ 22, 535 P.3d 409 (“Given [the

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appellant’s] failure to challenge the primary basis for the decision
at issue, this, alone, provides a basis for rejecting its request for
relief.”); State v. Bozarth, 2021 UT App 117, ¶ 25, 501 P.3d 116
(“Where an appellant fails to challenge each independent basis for
the district court’s ruling, we affirm without reaching the merits
of the decision.”).
¶28 	Therefore, with Finding 26 established and unchallenged,
we must affirm.
CONCLUSION
¶29 	We conclude that the Firm has failed to carry its burden of
persuasion on appeal and therefore affirm the decision of the
district court.