Vineyard v. RLS Construction

2021 UT App 144
THE UTAH COURT OF APPEALS
VINEYARD PROPERTIES OF U TAH LLC,
Appellant,
v.
RLS C ONSTRUCTION LLC,
Appellee.
Opinion
No. 20200633-CA
Filed December 30, 2021
Fourth District Court, Provo Department
The Honorable Christine S. Johnson
No. 180401461
David M. Kono, Shane L. Keppner, and
J. Jacob Gorringe, Attorneys for Appellant
David R. Nielson, Nathan D. Anderson, and
Chase B. Ames, Attorneys for Appellee
JUDGE R YAN M. HARRIS authored this Opinion, in which J UDGES
DAVID N. M ORTENSEN and DIANA H AGEN concurred.
HARRIS, Judge:
¶1 	A 	commercial 	tenant 	hired 	a 	contractor 	to 	work 	on
improvements to the leased property, but the tenant failed to
pay for the work performed. The contractor filed a construction
lien against the property, and the tenant’s landlord—the record
owner of the property—sued to remove the lien, asserting that it
could attach only to the tenant’s leasehold interest and not to the
landlord’s fee interest in the property. The district court entered
judgment in favor of the contractor, concluding that, under
Utah’s 	current 	statutory 	scheme, 	the 	lien 	attached 	to 	the
landlord’s interest in the property. The landlord appeals, and we
affirm.

Vineyard v. RLS Construction
20200633-CA 	2 	2021 UT App 144
BACKGROUND1
¶2 	Vineyard Properties of Utah LLC (Vineyard) is the record
owner 	of 	a 	63,000-square-foot 	commercial 	building 	(the
Property). In 2017, Vineyard leased the Property to a tenant
(Tenant); the lease term was for sixty-seven months, and Tenant
negotiated for rent reductions over the first six months of the
lease that were apparently designed to provide Tenant the
financial flexibility to be able to pay for improvements to the
Property that it believed were necessary to its business.
¶3 	Soon 	after 	signing 	the 	lease, 	Tenant 	hired 	RLS
Construction LLC (RLS) to make certain improvements to the
Property. These improvements consisted mainly of electrical
projects—wiring the Property for workstations, voice and data
communication jacks, and electrical outlets for forklifts and
conveyors—but also included installing flooring and cubicles,
and trenching the concrete floor to run wiring for the electrical
projects. Vineyard was aware of and authorized Tenant to carry
out the work, although Vineyard did not hire RLS and did not
contractually obligate itself to pay for the work. Thereafter, RLS
commenced construction and filed the requisite preliminary
notice with the Utah State Construction Registry, noting that it
was working pursuant to a contract with Tenant.
¶4 	Upon 	completion 	of 	its 	work 	on 	the 	Property, 	RLS
invoiced Tenant for payment, but Tenant made only a partial
payment, leaving an unpaid balance of $13,707.40. Tenant then
abandoned 	the 	Property, 	even 	though 	many 	months 	still
remained on the lease term. After realizing that the invoice
1. In reviewing a grant of summary judgment, “we view the facts
and all reasonable inferences in a light most favorable to the
party opposing the motion.” AKB Props. LLC v. Rubberball Prods.
LLC, 2021 UT App 48, ¶ 12, 487 P.3d 465 (quotation simplified).
We recite the facts with that standard in mind.

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20200633-CA 	3 	2021 UT App 144
would not be paid in full, RLS recorded a construction lien
against the Property for the remaining balance. In the lien, RLS
recited that it had been employed by Tenant and that it had
provided “tenant improvements” to the Property. (Quotation
simplified.)
¶5 	Vineyard then sued RLS, asserting that RLS’s lien could
“only extend and attach to [Tenant’s] interest in the Property.” In
its request for relief, Vineyard asked the district court to nullify
the lien and issue a judicial declaration that it was “an unlawful
and 	unauthorized 	encumbrance” 	on 	the 	Property. 	RLS
responded by filing a counterclaim against Vineyard and a third-
party complaint against Tenant, seeking (among other things)
foreclosure of its lien against both Tenant and Vineyard. Tenant
failed to respond, and default judgment was eventually entered
against it and in favor of RLS. On their claims against each other,
Vineyard and RLS filed motions for summary judgment, each
contending that it was entitled to judgment as a matter of law.
¶6 	In their competing motions, Vineyard and RLS presented
conflicting interpretations of Utah’s construction lien statutes.
See 	generally 	Utah 	Code 	Ann. 	§§ 	38-1a-101 	to 	-805. 	RLS
contended that its lien attached to Vineyard’s interest in the
Property because RLS had done work on the Property and
Vineyard was the “owner” of the Property, as that term is now
statutorily defined. See id. § 38-1a-102(26) (LexisNexis Supp.
2021). By contrast, Vineyard claimed that RLS’s lien attached
only to Tenant’s leasehold interest in the Property because
Vineyard had not contracted for the work.
¶7 	After briefing and oral argument, the district court ruled
in favor of RLS, concluding “that construction liens attach to the
property 	at 	issue, 	absent 	any 	requirement 	to 	show 	that
improvements 	requested 	by 	a 	tenant 	were 	installed 	at 	the
direction of the landlord.” The court determined that Vineyard
was the only “owner” of the Property and that RLS’s lien
therefore attached to Vineyard’s interest in the Property, and on

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20200633-CA 	4 	2021 UT App 144
that 	basis 	granted 	RLS’s 	motion. 	Later, 	the 	court 	entered
judgment against Vineyard and in favor of RLS in the amount of
$13,707.40, plus interest, costs, and attorney fees.
ISSUE AND STANDARD OF REVIEW
¶8 	Vineyard now appeals, and asks us to reverse the district
court’s grant of summary judgment to RLS. We review such
orders for correctness, affording the district court’s ruling no
deference. See Shree Ganesh, LLC v. Weston Logan, Inc., 2021 UT
21, ¶ 11, 491 P.3d 885.
ANALYSIS
¶9 	Vineyard 	does 	not 	challenge 	the 	validity 	of 	RLS’s
construction 	lien; 	instead, 	it 	asserts 	that 	the 	district 	court
incorrectly adjudged its scope. As Vineyard sees it, RLS’s lien
attaches 	only 	to 	Tenant’s 	leasehold 	interest, 	and 	not 	to
Vineyard’s own fee interest in the Property. RLS takes a different
view, 	and 	asserts 	that—regardless 	of 	whether 	its 	lien 	also
attaches to Tenant’s leasehold interest—its lien certainly attaches
to 	Vineyard’s 	fee 	interest. 	This 	issue 	matters, 	because
construction liens against an owner’s fee interest in real property
tend to be more valuable than construction liens against a
tenant’s leasehold interest; indeed, a tenant possesses only a
right to occupy the property in return for making specific lease
payments and, unless the lease payments are well below market
rate, there is often little value to be gained by foreclosing upon
and selling a tenant’s leasehold interest. See, e.g., Martindale v.
Adams, 777 P.2d 514, 516 n.2 (Utah Ct. App. 1989) (noting that
the contractor had attempted to foreclose a construction lien
only against the landlord and not the tenant, and hypothesizing
that this was “perhaps because the value of this leasehold . . .
was marginal”).

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¶10 	Had this issue arisen a decade ago, Vineyard would have
had 	the 	more 	persuasive 	argument. 	But, 	as 	we 	discuss,
amendments made to Utah’s construction lien statutes in 2011
and 	2012 	changed 	the 	legal 	landscape 	and 	now 	foreclose
Vineyard’s position. Accordingly, the district court correctly
determined that RLS’s lien attached to Vineyard’s fee interest in
the Property.
¶11 	We 	begin 	with 	a 	brief 	general 	discussion 	of 	Utah’s
construction lien statutes, before transitioning into an overview
of how those statutes were interpreted, in the landlord-tenant
context, prior to the 2011 and 2012 	amendments. We then
discuss 	those 	amendments 	in 	detail. 	Finally, 	we 	assess 	the
parties’ competing interpretations of the statutory scheme, and
conclude that RLS’s interpretation of the current construction
lien statutes is the one most in keeping with the statutes’ plain
language.
A
¶12 	One important purpose animating Utah’s construction
lien statutes is “to protect . . . those who perform the labor and
furnish the materials which enter into the construction of a
building or other improvement,” including “original contractors,
subcontractors, 	and 	others 	who 	enhance 	the 	value 	of 	real
property through improvements.” Sill v. Hart, 2007 UT 45, ¶¶ 8,
12, 	162 	P.3d 	1099 	(quotation 	simplified). 	Construction 	lien
statutes advance this purpose by preventing property owners
“from taking the benefits of improvements placed on [their]
property without paying for the labor and material that went
into them.” Frehner v. Morton, 424 P.2d 446, 447 (Utah 1967).
¶13 	But as our supreme court recently pointed out, Utah’s
construction 	lien 	statutes 	do 	“more 	than 	just 	protect 	lien
claimants in every conceivable situation.” See Lane Myers Constr.,
LLC v. National City Bank, 2014 UT 58, ¶ 27, 342 P.3d 749. These
statutes represent “an attempt by the legislature to balance

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competing 	policy 	considerations,” 	id. 	(quotation 	simplified),
such 	as 	“assuring 	clear 	notice 	for 	property 	owners 	and
facilitating finality in a field—real estate transactions—where
that policy is paramount,” VCS, Inc. v. Utah Cmty. Bank, 2012 UT
89, ¶ 20, 293 P.3d 290. Indeed, at a conceptual level, construction
lien statutes represent a legislative effort to “assign the risk of
loss, and [an] attempt[] to balance the rights and duties of
owners, subcontractors, and materialmen.” See 53 Am. Jur. 2d
Mechanics’ Liens § 11 (2021) (quotation simplified).
¶14 	Historically, our supreme court issued firm instructions
that 	Utah’s 	construction 	lien 	statutes 	were 	to 	be 	“broadly
construed” in favor of contractors. See, e.g., Sill, 2007 UT 45, ¶ 8;
Interiors Contracting Inc. v. Navalco, 648 P.2d 1382, 1386 (Utah
1982). More recently, however, our supreme court has indicated
that, because the area is governed by statute and therefore the
enacted laws already reflect our legislature’s effort to balance
competing policy interests, a court’s task in interpreting Utah’s
construction lien statutes is to “implement the particular balance
of policies reflected in the terms of [the] statute[s].” See VCS,
2012 UT 89, ¶ 22. The answers to many questions about our
construction lien statutes will be supplied simply by the statutes’
plain text, without the need to apply any interpretive gloss. Id.
¶ 23. Indeed, “[w]here the language of the statute is clear, that
language controls and cannot be overridden by a presumed
statutory purpose”; while a court’s “understanding of purpose
. . . can be employed to inform and resolve ambiguities in the
text[,] it cannot be used to establish an ambiguity that does not
exist, or to override the meaning of a statute that is otherwise
plain.” Id. Any principle of “liberal construction” of lien statutes
in favor of contractors is to function “simply [as] a tie-breaker,
giving the benefit of the doubt” to contractors in those “rare
case[s] where” application of ordinary principles of statutory
interpretation 	results 	“in 	a 	dead 	heat 	without 	an 	apparent
winner.” 	See 	Lane 	Myers, 	2014 	UT 	58, 	¶¶ 	25–26 	(quotation
simplified).

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B
¶15 	Prior to 2011, Utah’s construction lien statutes provided,
in relevant part, as follows:
Contractors, 	subcontractors, 	and 	all 	persons
performing 	any 	services 	. 	. 	. 	used 	in 	the
construction, alteration, or improvement of any
building 	or 	structure 	or 	improvement 	to 	any
premises in any manner[,] . . . shall have a lien
upon the property upon or concerning which they
have 	rendered 	service, 	performed 	labor, 	or
furnished or rented materials or equipment for the
value of the service rendered, labor performed, or
materials or equipment furnished[,] . . . whether at
the instance of the owner or of any other person acting
by his authority . . . . This lien shall attach only to such
interest as the owner may have in the property.
Utah Code Ann. § 38-1-3 (LexisNexis 2010) (emphasis added).
¶16 	At the time, the statutes had no general internal statutory
definition 	of 	“owner.” 	See 	id. 	§ 	38-1-2 	(containing 	general
statutory 	definitions 	only 	for 	the 	terms 	“contractor” 	and
“subcontractor”). But in two other sections of the construction
lien 	statutes, 	the 	legislature 	called 	for 	specialized—and
different—definitions of the term “owner.” First, in the section
dealing with filing a notice of intent to obtain final completion,
the legislature specified that a specialized definition of “owner”
was to be imported from a different statutory title. See id. § 38-1-
40 (stating that an “owner, as defined in Section 14-2-1, . . . shall
file . . . a notice of intent to obtain final completion”). In that
other 	statutory 	title, 	“owner” 	was 	defined 	as 	“any 	person
contracting 	with 	the 	original 	contractor 	for 	construction,
alteration, or repair” on a non-residential property. See id. § 14-2-
1. And second, in the section dealing with filing actions to
enforce 	construction 	liens 	in 	the 	residential 	context, 	the

Vineyard v. RLS Construction
20200633-CA 	8 	2021 UT App 144
legislature 	specified 	that 	another, 	and 	different, 	specialized
definition of “owner” was to be imported from yet another
separate part of the Utah Code. See id. § 38-1-11 (stating that,
“[a]s used in this section, . . . ‘[o]wner’ is as defined in Section 38-
11-102”). In that separate statutory part, “owner” was defined as
“a person who . . . contracts with” either a contractor or a
developer with respect to a residential property. See id. § 38-11-
102(17).
¶17 	In light of the absence of any general internal statutory
definition of “owner” that was to be used in applying section 38-
1-3, Utah appellate courts, in a series of 	cases, 	supplied 	a
judicially determined understanding of “owner” broad enough
to potentially include both landlords and tenants. See Navalco,
648 P.2d at 1386 (stating that, under then-applicable statutes, “a
lessee may be ‘an owner’” and that a lessee’s “leasehold may be
subjected to a mechanic’s lien”); see also Buehner Block Co. v.
Glezos, 310 P.2d 517, 520 (Utah 1957) (“[I]t is well settled that a
lessee is an owner within the meaning of the mechanics’ lien
statutes . . . .”); John Wagner Assocs. v. Hercules, Inc., 797 P.2d
1123, 1130 n.6 (Utah Ct. App. 1990) (stating that “the holder of an
interest in realty which is less than fee title in the soil may be
considered 	an 	owner 	for 	purposes 	of 	the 	Mechanic’s 	Lien
Statute”).2
2. In years past, construction liens were commonly referred to as
“mechanic’s liens,” and many of the older cases cited herein use
this terminology. Today’s statutory language, however, speaks
in terms of “construction liens.” See Utah Code Ann. § 38-1a-101
(LexisNexis 2018) (stating that the statutory chapter dealing with
such liens is to be known as “Preconstruction and Construction
Liens”). In this opinion, therefore, when speaking in our own
voice, we use the term “construction lien” instead of “mechanic’s
lien,” but where older cases use the term “mechanic’s lien” we
make no effort to alter their terminology.

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20200633-CA 	9 	2021 UT App 144
¶18 	Using this judicially derived understanding of “owner,”
and relying heavily on the statutory language referring to the
need for contractors to be retained “at the instance of the owner
or of any other person acting by his authority,” Utah appellate
courts further determined that a construction lien was valid only
against the specific “owner” at whose “instance” the work was
done, and not against any other “owners.” See, e.g., Navalco, 648
P.2d at 1386 (quotation simplified) (stating that “[t]he statutory
language ‘at the instance of . . .’ requires either an express or
implied 	contract 	between 	the 	lessor 	or 	his 	agent 	and 	the
contractor” for the construction lien to be valid against the
lessor’s interest in the property); Glezos, 310 P.2d at 520 (stating
that a lessee’s “interest is subject to a lien for improvements
made under a contract with him,” and that “[t]his lien may
attach to and be enforced against his leasehold estate”).3 Indeed,
we stated that the “at the instance of” statutory language
3. Vineyard points out that many other jurisdictions observe this
same rule. We have no doubt that this is the case. See, e.g., Nunley
Contracting Co. v. Four Taylors, Inc., 384 S.E.2d 216, 217 (Ga. Ct.
App. 1989) (“A contract for improvements between a lessee and
a materialman does not subject the interest of the lessor to a lien
unless a contractual relationship exists between the lessor and
the materialman as well.” (quotation simplified)); Idaho Lumber,
Inc. v. Buck, 710 P.2d 647, 651 (Idaho Ct. App. 1985) (holding
that, where a tenant contracted for the work, a construction lien
is valid only against the tenant’s leasehold interest unless the
tenant was an agent of the landlord). But as far as we are aware,
these decisions are driven by statutory language similar to the
pre-2011 Utah statute. See, e.g., Ga. Code Ann. § 44-14-361(b)
(West 2021) (stating that a construction lien “may attach to the
real estate of the owner for which the labor, services, or materials
are furnished if they are furnished at the instance of the owner”);
Idaho 	Code 	Ann. 	§ 	45-501 	(West 	2021) 	(“Every 	person
(continued…)

Vineyard v. RLS Construction
20200633-CA 	10 	2021 UT App 144
has long been understood to mean simply that the
owner of real property, within the meaning of the
mechanics’ lien law, can cause only his or her
particular 	ownership 	interest, 	or 	bundle 	of
property rights, to be burdened by a mechanics’
lien. 	Where 	the 	owner 	who 	directs 	property
improvement is, for example, a lessee who directs
such improvement without the authority of the
lessor, only the leasehold interest is burdened by
the resulting mechanics’ lien; the lessor’s interest is
not affected.
Butterfield Lumber, Inc. v. Peterson Mortgage Corp., 815 P.2d 1330,
1333–34 (Utah Ct. App. 1991).
¶19 	And our supreme court was clear that, under the then-
applicable statutes, a landlord was not subject to a construction
lien filed by a contractor of a tenant “simply on the basis that the
[landlord 	had] 	knowledge 	that 	improvements 	[were] 	being
made.” See Navalco, 648 P.2d at 1386. Only if the landlord had
hired the contractor, or if the tenant had been acting as the
landlord’s agent in hiring the contractor, could the landlord’s
ownership 	interest 	be 	encumbered 	by 	that 	contractor’s
construction lien. See id.; see also Zions First Nat’l Bank v. Carlson,
(…continued)
performing labor upon . . . any . . . building . . . has a lien upon
the same for the work or labor done or professional services or
materials furnished, whether done or furnished at the instance of
the 	owner 	of 	the 	building 	. 	. 	. 	or 	his 	agent.”). 	After 	all,
construction liens are creatures of statute, and the outcome of
any construction lien question will be dictated by the particular
statutory language at issue. Our analysis, as set forth herein, is
compelled by the specific language used in Utah’s statutes, and
not by what other states’ courts have decided when interpreting
their respective statutory language.

Vineyard v. RLS Construction
20200633-CA 	11 	2021 UT App 144
464 P.2d 387, 389 (Utah 1970) (stating that the “critical issue” in
the case was “whether [the landlord] impliedly authorized” the
work and “thus impliedly granted its lessee authority to bind its
fee interest”); Advanced Restoration, LLC v. Priskos, 2005 UT App
505, ¶¶ 26, 28, 30–31, 126 P.3d 786 (stating that the landlord was
subject to a lien if “the facts indicate[d] that the repairs were
really for the benefit of [the landlord] and that he was having . . .
work done through [the tenant]” (quotation simplified)).
C
¶20 	In 	2011 	and 	2012, 	our 	legislature 	amended 	relevant
provisions 	of 	the 	construction 	lien 	statutes. 	Two 	of 	these
amendments are, for present purposes, of significance.
¶21 	First, 	and 	most 	importantly, 	in 	2011 	the 	legislature
removed the “at the instance of” language from the statute. See
Act of Mar. 7, 2011, ch. 339, § 4, 2011 Utah Laws 1955, 1956
(amending Utah Code Ann. § 38-1-3, now codified at Utah Code
Ann. § 38-1a-301) (referred to herein as “Section 301”).
¶22 	Second, in both 2011 and 2012, the legislature expanded
the number of terms that were given a general internal statutory
definition for use throughout the entire set of construction lien
statutes. See id. at 1955–56 (amending Utah Code Ann. § 38-1-2,
now codified at Utah Code Ann. § 38-1a-102); Act of Mar. 2,
2012, ch. 278, § 7, 2012 Utah Laws 1271, 1276–78 (amending Utah
Code Ann. § 38-1-2 and recodifying it as Utah Code Ann. § 38-
1a-102). In particular, the 2012 amendments added an internal
statutory 	definition 	for 	the 	terms 	“owner” 	and 	“project
property.” See Act of Mar. 2, 2012, ch. 278, § 7, 2012 Utah Laws
1271, 1277 (now codified at Utah Code Ann. § 38-1a-102(26),
(31)). “Owner” was defined as “the person who owns the project
property.” Id. And “project property” was defined as “the real
property on or for which . . . construction work is or will be
provided.” Id.

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20200633-CA 	12 	2021 UT App 144
¶23 	Notably, 	even 	while 	supplying—for 	the 	first 	time—a
generally 	applicable 	statutory 	definition 	of 	“owner,” 	the
legislature chose 	to keep the two specialized definitions of
“owner” that were to be applied in the two specific situations
discussed above. See supra ¶ 16; see also Utah Code Ann. §§ 38-
1a-506(1), 	-701(1) 	(LexisNexis 	2018) 	(referred 	to 	herein 	as
“Section 506” and “Section 701”). As used in those specific
contexts, 	“owner” 	remained 	defined, 	at 	least 	in 	part, 	by
reference 	to 	the 	person 	or 	entity 	who 	contracted 	with 	the
contractor. See id. But, significantly, our legislature did not
choose to import these already-existing specialized definitions of
“owner” into either Section 301 of the recodified statute or into
the newly enacted generally applicable definition of the term;
instead, our legislature directed that, unless otherwise specified
in a particular section, “owner” was to be defined simply by
reference to the person or entity that “own[ed] the project
property.” See id. § 38-1a-102(26).
¶24 	After the 2011 and 2012 amendments, “a person who
provides . . . work on or for a project property has a lien on the
project property for the reasonable value of the” work, but that
lien “attaches only to the interest that the owner has in the
project property that is the subject of the lien.” Id. § 38-1a-301(1),
(4). In this context, “owner” means “the person that owns the
project property.” Id. § 38-1a-102(26). And there no longer exists
any 	statutory 	provision 	linking 	a 	lien’s 	efficacy 	against 	a
landlord to whether the contractor was retained “at the instance
of” any particular person.
D
¶25 	With 	this 	background 	in 	mind, 	we 	now 	turn 	to
examination 	of 	the 	parties’ 	proffered 	interpretations 	of 	the
relevant provisions of the current construction lien statutes.
When faced with a question of statutory interpretation, our goal
is 	“to 	understand 	what 	the 	Legislature 	intended,” 	State 	v.
Hatfield, 2020 UT 1, ¶ 16, 462 P.3d 330 (quotation simplified), and

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20200633-CA 	13 	2021 UT App 144
to give effect to that intent, State v. Rasabout, 2015 UT 72, ¶ 10,
356 P.3d 1258. “The best indicator of legislative intent is the plain
language of the statutes themselves.” Hertzske v. Snyder, 2017 UT
4, ¶ 10, 390 P.3d 307. When examining statutory language, “we
presume 	that 	the 	legislature 	used 	each 	word 	advisedly.”
Colosimo v. Gateway Cmty. Church, 2018 UT 26, ¶ 46, 424 P.3d 866
(quotation 	simplified). 	Where 	the 	legislature 	provides 	a
statutory definition of a term, we apply that definition. See
O’Hearon v. Hansen, 2017 UT App 214, ¶ 24, 409 P.3d 85. Where
no specialized statutory definition is provided, we interpret
statutory language “according to the plain meaning of [its] text.”
See Olsen v. Eagle Mountain City, 2011 UT 10, ¶ 9, 248 P.3d 465
(quotation simplified); see also O’Dea v. Olea, 2009 UT 46, ¶ 32,
217 	P.3d 	704 	(stating 	that 	courts should 	interpret 	statutory
language 	in 	accordance 	with 	its 	“common, 	daily” 	usage
(quotation simplified)). Omissions are assumed to be purposeful.
Colosimo, 2018 UT 26, ¶ 46. Indeed, “we will not infer substantive
terms 	into 	the 	text 	that 	are 	not 	already 	there. 	Rather, 	the
interpretation must be based on the language used.” Arredondo v.
Avis Rent A Car System, Inc., 2001 UT 29, ¶ 12, 24 P.3d 928
(quotation simplified).
¶26 	In 	examining 	statutory 	language, 	we 	consider 	the
relevant statute in its entirety, construing “each part or section
. . . in connection with every other part or section so as to
produce a harmonious whole.” See State v. Stewart, 2018 UT 24,
¶ 13, 438 P.3d 515 (quotation simplified). “Wherever possible,
we 	give 	effect 	to 	every 	word 	of 	a 	statute, 	avoiding 	any
interpretation 	which 	renders 	parts 	or 	words 	in 	a 	statute
inoperative or superfluous.” Id. ¶ 12 (quotation simplified). And
it is helpful to keep in mind that “the Legislature is aware of our
case law,” see Olseth v. Larson, 2007 UT 29, ¶ 39, 158 P.3d 532, and
that, in some instances, reviewing statutory provisions “against
the 	backdrop 	of 	relevant 	case 	law 	helps 	illuminate 	the
legislature’s intent,” see Kamoe v. Ridge, 2021 UT 5, ¶ 23, 483 P.3d
720.

Vineyard v. RLS Construction
20200633-CA 	14 	2021 UT App 144
¶27 	In this case, the primary statutory provision at issue—
Section 	301—states 	that 	“a 	person 	who 	provide[d] 	. 	. 	.
construction work on . . . a project property has a lien on the
project property,” but that a lien “attaches only to the interest
that the owner has in the project property.” See Utah Code Ann.
§ 38-1a-301(1), (4). As noted, the “project property” is “the real
property on or for which” the construction work is done, id. § 38-
1a-102(31), and an “owner” is “the person that owns the project
property,” 	id. 	§ 	38-1a-102(26). 	It 	is 	undisputed 	that 	RLS
performed construction work on the Property, and that RLS has
a valid lien against at least part of the Property, but the parties’
agreement ends there.
¶28 	Vineyard acknowledges the validity of RLS’s lien, at least
as against Tenant’s interest, but contends that the lien attaches
only to Tenant’s leasehold interest in the Property because only
Tenant, and not Vineyard, contracted for RLS to perform the
work. For support, Vineyard relies largely on well-established
Utah case law interpreting the construction lien statutes, and
asserts that this case law continues to be controlling even after
the 2011 and 2012 changes to the statutory text. RLS, on the other
hand, asserts that its lien attaches to Vineyard’s fee interest in
the Property, and offers a syllogism, grounded in the current
statutory text, in support of its position: the entire Property is the
“project 	property”; 	Vineyard 	is 	an 	“owner” 	of 	that 	project
property; and therefore RLS’s lien attaches to Vineyard’s interest
in the Property. In our view, RLS offers the interpretation of the
statute that is most consistent with the current statutory text.
¶29 	We 	agree 	with 	RLS 	that 	the 	statutory 	definition 	of
“project property” is broad enough to include Vineyard’s fee
interest in the Property. As defined, “project property” is “the
real property on or for which” the work was performed. See id.
§ 38-1a-102(31). This is an expansive definition that appears to
reference the entire realty upon which the work was performed,
including all the “sticks” in the proverbial “bundle” of property
rights. See Garfield County v. United States, 2017 UT 41, ¶ 18 n.47,

Vineyard v. RLS Construction
20200633-CA 	15 	2021 UT App 144
424 P.3d 46 (referring to “real property” as “the numerous rights
and privileges attendant to ownership of property, the whole
bundle of sticks” (quotation simplified)). At a minimum, such a
definition would necessarily have to include the fee interest in a
parcel of real property. See, e.g., Property, Black’s Law Dictionary
(11th ed. 2019) (defining “real property” as “[l]and and anything
growing on, attached to, or erected on it, excluding anything that
may be severed without injury to the land”).
¶30 	Vineyard’s contrary argument—that “project property” is
merely a reference to the interest in the Property held by the
person or entity that hired the contractor to perform the work—
is simply not supported by the current statutory text. Our
legislature could, of course, have elected to define “project
property” more narrowly. It would certainly have been better for
Vineyard if the legislature had specified that “project property”
consists only of the property interest held by the person or entity
who commissioned the work. But none of that language appears
in the statute, and “we will not infer substantive terms into the
text that are not already there.” See Arredondo, 2001 UT 29, ¶ 12
(quotation simplified). Our legislature selected an expansive
definition 	of 	“project 	property,” 	and 	we 	must 	give 	that
definition effect according to its plain meaning. We therefore
interpret “project property” in the manner advanced by RLS,
namely, that the term is broad enough to include Vineyard’s fee
interest in the Property, even though Vineyard did not hire RLS
to perform the work. Accordingly, under the terms of Section
301—which affords RLS a “lien on the project property”—RLS
has a lien on the entire Property, including Vineyard’s fee
interest.
¶31 	But under subsection (4) of Section 301, a construction lien
“attaches only to the interest that the owner has in the project
property.” Utah Code Ann. § 38-1a-301(4) (emphasis added).
Vineyard directs our attention to this statutory subsection and
asserts 	that, 	even 	if 	RLS’s 	lien 	is 	valid 	against 	the 	entire
Property, it does not “attach” to anything other than Tenant’s

Vineyard v. RLS Construction
20200633-CA 	16 	2021 UT App 144
leasehold interest, because Tenant is the only “owner” that
commissioned the work. To evaluate Vineyard’s argument, we
must examine the relatively new statutory definition of “owner”
provided in the construction lien statutes.
¶32 	For decades, the term “owner”—as used in most sections
of Utah’s construction lien statutes—had no specific statutory
definition, and therefore Utah courts stepped in to provide one,
at least in cases involving tenant improvements. As noted, those
courts concluded that “owner” was broad enough to potentially
include both landlords and tenants, and that a construction lien
attached only to the interest of the specific “owner” at whose
“instance” the work was done, and not to the interests of any
other “owners.” See, e.g., Interiors Contracting Inc. v. Navalco, 648
P.2d 1382, 1386 (Utah 1982). This understanding of the term
“owner” was heavily dependent on the statutory language,
present until 2011, indicating that contractors needed to be
retained “at the instance of the owner or of any other person
acting by his authority.” See, e.g., id.; Butterfield Lumber, Inc. v.
Peterson Mortgage Corp., 815 P.2d 1330, 1333–34 (Utah Ct. App.
1991).
¶33 	But in 2011, our legislature removed the “at the instance
of” language, and in 2012 it provided—for the first time—a
generally applicable statutory definition of the term “owner,”
even as it opted to keep in place the specialized definitions of
that term for use in Sections 506 and 701. See supra Part C.
Notably, the legislature decided not to add a section-specific
definition of “owner” for use in Section 	301—as it had 	in
Sections 	506 	and 	701—and 	therefore 	the 	general 	statutory
definition of “owner” added in 2012 applies to Section 301.
¶34 	The definition of “owner” that it selected for general
use—and therefore also for use in Section 301—was different
from (a) the meaning of “owner” that had historically been
judicially supplied in the tenant improvement context, (b) the
definition of that term used in Section 506, and (c) the definition

Vineyard v. RLS Construction
20200633-CA 	17 	2021 UT App 144
of that term used in Section 701. See supra ¶ 16; supra Part C.
All three of those other definitions that were already in use
defined “owner,” at least in part, by reference to which party
hired 	or 	retained 	the 	contractor. 	The 	legislature, 	when
considering statutory amendments, is presumed to be aware of
Utah appellate case law, see Olseth, 2007 UT 29, ¶ 39, and it was
certainly aware of the specialized definitions of “owner” used
in 	Sections 506 and 	701. It would have 	been easy for the
legislature to have imported a form of one of those definitions
into the statutes for use as the generally applicable statutory
definition of “owner”; at a minimum, the legislature could have
chosen to use one of those definitions as a specialized definition
applicable only in Section 301. But it chose not to do any of those
things, and we must infer that this choice was purposeful. See
Colosimo, 2018 UT 26, ¶ 46 (stating that courts are to “deem all
omissions to be purposeful” (quotation simplified)); cf. Bylsma v.
R.C. Willey, 2017 UT 85, ¶ 64 & n.116, 416 P.3d 595 (noting that
“the 	legislature 	is 	cognizant 	of 	the 	distinction 	between
indemnity and contribution, and chose to foreclose only the
latter,” 	and 	stating 	that 	the 	legislature’s 	choice 	was
“significant”).
¶35 	Instead, the legislature enacted an entirely new—and
extremely broad—definition of “owner” for use in all situations
where 	a 	different 	specialized 	definition 	was 	not 	otherwise
prescribed. Under this new definition, an “owner” is simply “the
person that owns the project property.” See Utah Code Ann.
§ 38-1a-102(26). We have already determined that the “project
property” includes the fee interest Vineyard has in the Property.
For this reason alone, Vineyard is an “owner” as that term is
now generally defined in the construction lien statutes.
¶36 	Moreover, in examining the concept in another context,
our supreme court stated that “ownership is a collection of rights
to 	possess, 	to 	use 	and 	to 	enjoy 	property,” 	and 	includes
“possession 	of 	a 	fee 	simple 	interest 	in 	land” 	as 	well 	as
“interest[s] less than that of absolute ownership.” Jeffs v. Stubbs,

Vineyard v. RLS Construction
20200633-CA 	18 	2021 UT App 144
970 P.2d 1234, 1241–42 (Utah 1998) (quotation simplified).4 As
the fee owner of the Property, Vineyard is unquestionably an
“owner” of the Property under the current statutory definition of
that term. And because Vineyard is an “owner” of the Property,
RLS’s construction lien attaches to Vineyard’s interest therein.
See Utah Code Ann. § 38-1a-301(4) (stating that a lien “attaches
only to the interest the owner has in the project property”).
¶37 	Vineyard resists this conclusion on several grounds. First,
it relies on the pre-2011 Utah cases holding that a construction
lien for tenant improvements attaches to the landlord’s interest
only if the landlord hired the contractor, or if the tenant was in
essence acting as the landlord’s agent in hiring the contractor.
See, e.g., Navalco, 648 P.2d at 1386. But Vineyard’s reliance on that
4. Given the posture of this case, the question of whether
Tenant—as well as Vineyard—is also an “owner” of the Property
is not before us. We note, however, that the current statutory
definition of “owner” may well be broad enough to include any
person or entity who owns any interest in the project property.
The district court adopted a narrower interpretation of “owner,”
as 	that 	term 	is 	used 	in 	the 	post-2012 	statutory 	definition,
concluding that the term included landlords but not tenants.
Vineyard points out that the district court’s narrow definition of
“owner” 	may 	create 	problems 	in 	other 	sections 	of 	the
construction 	lien 	statutes, 	including 	potentially 	the 	internal
statutory definition of “original contractor.” See Utah Code Ann.
§ 38-1a-102(25) (LexisNexis Supp. 2021) (stating that an “original
contractor” 	is 	one 	who 	“contracts 	with 	an 	owner”). 	We
acknowledge Vineyard’s point that, if tenants are not “owners,”
it may become difficult to define “original contractors” in the
tenant improvement context. But this conundrum is solved if the
term “owner” is broad enough to include both landlords and
tenants, both of whom possess at least a few “sticks” in the
property rights “bundle.” See supra ¶ 30.

Vineyard v. RLS Construction
20200633-CA 	19 	2021 UT App 144
line of cases is inapposite, because those cases were decided
under 	a 	statutory 	scheme 	that 	has 	since 	been 	significantly
altered. In particular, the courts deciding those cases needed to
arrive at their own understanding of “owner” because the then-
applicable statutes did not define that term, and those courts
grounded their analysis of the issue in the “at the instance of”
language, which has since been completely removed. Vineyard
attempts to portray the 2011 and 2012 statutory changes as
insignificant, 	but 	we 	disagree.5 	Not 	only 	were 	those
5. In this vein, Vineyard attempts to invoke legislative history. In
particular, 	Vineyard 	points 	out 	that, 	during 	debate 	on 	the
amendments, two legislators gave statements indicating that the
amendments had been designed to be “policy neutral and did
not alter the substance of the statute in any way,” and asserts
that the legislative history is otherwise bereft of indications that
the amendments were intended to “effectuate sweeping change
(or any change for that matter) in how [construction] liens
operate 	in 	the 	landlord/tenant 	sphere.” 	Vineyard 	colorfully
asserts 	that 	“Legislatures 	. 	. 	. 	do 	not 	hide 	elephants 	in
mouseholes,” (quoting Rutherford v. Talisker Canyons Fin. Co.,
2019 UT 27, ¶ 53, 445 P.3d 474 (quotation simplified)), and
contends that RLS and the district court are reading too much
into the 2011 and 2012 amendments. As an initial matter, the
statements of two legislators do not necessarily reflect the view
of the entire legislative body. See, e.g., D.A. v. D.H., 2014 UT App
138, ¶ 18 n.3, 329 P.3d 828 (noting “the potential pitfalls in
attempting to divine the intent of a legislative body from a hand-
picked selection of arguably-favorable comments”). Moreover,
deleting the very language that had, for decades, served as the
foundation for the analysis in a long line of appellate cases seems
to us to be a rather large “mousehole.” But more substantively,
“[w]e cannot properly invoke the legislative history in a manner
overriding the terms of the statute.” Graves v. North E. Services,
Inc., 2015 UT 28, ¶ 64, 345 P.3d 619. We may turn to legislative
(continued…)

Vineyard v. RLS Construction
20200633-CA 	20 	2021 UT App 144
amendments 	part 	of 	a 	wholesale 	recodification 	and
rearrangement of the construction lien statutes, but they also
included two specific alterations that matter a great deal in cases
like this one: the deletion of the “at the instance of” language,
and the addition of new internal definitions of relevant terms.
These 	changes 	operated 	to 	remove 	the 	entire 	statutory
foundation upon which those prior cases rested their analyses,
and 	rendered 	those 	cases 	no 	longer 	of 	much 	assistance 	in
interpreting the current statute in this context.
¶38 	Second, Vineyard asserts that RLS’s interpretation renders
superfluous 	subsection 	(4) 	of 	Section 	301. 	That 	subsection
provides that a construction lien “attaches only to the interest
that the owner has in the project property.” Utah Code Ann.
§ 38-1a-301(4). According to Vineyard, if the terms “owner” and
“project property” are defined broadly enough to include all
parties with interests in the property, then a construction lien
“would just attach to the project property and every owner’s
interest in it” pursuant to subsection (1), and the statutory
language in subsection (4) “would serve no purpose at all.” We
acknowledge Vineyard’s point that subsection (4) does not seem
to be doing much work in the current statutory framework. But
it still has potential meaning, in at least two ways. First, as RLS
posits, 	subsection 	(4) 	could 	be 	intended 	to 	clarify 	whether
construction liens may apply to security interests in property
(…continued)
history only to “resolve ambiguities in the text of the law.” Id.
¶ 67. For the reasons explained herein, the conclusions we reach
are dictated by the plain and unambiguous text of the current
version of the statutes. In the event that we have misperceived
the intent of the legislature, it is of course free to make additional
amendments.

Vineyard v. RLS Construction
20200633-CA 	21 	2021 UT App 144
held by lenders.6 Second, the subsection could be intended to
make clear that a construction lien against one owner attaches
only to that owner’s interest, and that the limit of any owner’s
lien 	liability 	is 	therefore 	represented 	by 	the 	extent 	of 	that
owner’s interest in the property. See John Wagner Assocs. v.
Hercules, 	Inc., 	797 	P.2d 	1123, 	1131 	(Utah 	Ct. 	App. 	1990)
(interpreting similar language from the pre-2011 statute “to
allow attachment of a mechanic’s lien to the entire bundle of
property 	rights 	belonging 	to 	the 	owner, 	whatever 	it 	may
contain”). We are therefore not persuaded that subsection (4) is
wholly superfluous.
¶39 	Finally, Vineyard offers certain policy arguments, and
asserts that RLS’s interpretation of the construction lien statutes
will 	lead 	to 	“untenable 	consequences” 	in 	the 	construction
industry. In particular—and citing to a dispute that apparently
once arose after pop artist Prince made extensive alterations to a
luxury 	home 	he 	was 	leasing 	from 	basketball 	star 	Carlos
Boozer7—Vineyard 	asserts 	that, 	under 	RLS’s 	interpretation,
“landlords 	would 	become 	involuntary 	guarantors 	for 	their
tenants’ debts and obligations,” would be “forced to shoulder
the costs of ‘improvements’ they did not want [and] did not
agree to pay for,” and “would have no choice but to pass the
financial burden on to their tenants, likely through significantly-
increased security deposits, rent, and insurance requirements.”
We of course have no basis for estimating the extent to which
6. No lender is a party to this action, and therefore we have no
occasion to opine on whether this language does, or does not,
have this effect.
7. See Maya A. Jones, That time former NBA All-Star Carlos Boozer
almost sued Prince, The Undefeated (Apr. 20, 2018), https://theund
efeated.com/features/that-time-former-nba-all-star-carlos-boozer
-almost-sued-prince/ [https://perma.cc/YT9E-6S6C].

Vineyard v. RLS Construction
20200633-CA 	22 	2021 UT App 144
Vineyard’s predictions might come to pass. But as RLS points
out, there are sound policy reasons on the other side of the
equation as well: RLS’s interpretation gives contractors more
assurance that they will be paid for their work, and places the
risk of loss with the owners of the property, who retain whatever
value the improvements add to the property.
¶40 	It 	is 	not 	our 	task 	to 	weigh 	competing 	policy
considerations. 	As 	noted, 	the 	task 	of 	drafting 	a 	set 	of
construction lien statutes, by definition, includes the balancing of
several competing policy interests. See 53 Am. Jur. 2d Mechanics’
Liens § 11 (2021) (noting that such statutes represent a legislative
effort to “assign the risk of loss, and [to] attempt[] to balance the
rights and duties of owners, subcontractors, and materialmen”).
By selecting the language that appears in the current statutes,
our legislature has expressed certain policy choices; when we are
asked to interpret a statute, we are not “tasked with advancing
public policy as we see it.” See VCS, Inc. v. Utah Cmty. Bank, 2012
UT 89, ¶ 22, 293 P.3d 290. Instead, we “must implement the
particular balance of policies reflected in the terms of a statute.”
Id. Thus, even if we “accepted . . . at face value” Vineyard’s
interpretation of the policies that motivate enactment of our
construction 	lien 	statutes, 	“we 	could 	not 	properly 	accept
[Vineyard’s] invitation to vindicate” those policies. Id. ¶ 23. Our
task is to interpret the statute enacted by the legislature, guided
first and foremost by the language the legislature used. And
where that language “is clear, that language controls and cannot
be overridden by a presumed statutory purpose.” Id.
¶41 	In 	the 	end, 	we 	conclude 	that 	RLS’s 	suggested
interpretation of Utah’s construction lien statutes is the one most
in harmony with the plain language of the current version of
those 	statutes. 	RLS 	has 	“a 	lien 	on 	the 	project 	property,”
including Vineyard’s fee interest. See Utah Code Ann. § 38-1a-
301(1). Vineyard is an “owner” of the project property, because it
owns the fee interest in the project property. See id. § 38-1a-
102(26). And RLS’s lien attaches to “the interest that the owner

Vineyard v. RLS Construction
20200633-CA 	23 	2021 UT App 144
has in the project property,” including Vineyard’s fee interest in
the Property. See id. § 38-1a-301(4).
CONCLUSION
¶42 	Under the current version of Utah’s construction lien
statutes, RLS’s lien attaches to Vineyard’s fee interest in the
Property. 	Accordingly, 	the 	district 	court 	correctly 	entered
judgment against Vineyard and in favor of RLS.
¶43 	Affirmed.8
8. RLS also seeks an award of attorney fees incurred on appeal.
“[I]n any action brought to enforce any lien under this chapter[,]
the 	successful 	party 	shall 	be 	entitled 	to 	recover 	reasonable
attorney fees . . . .” Utah Code Ann. § 38-1a-707(1) (LexisNexis
2018). RLS was awarded attorney fees after prevailing before the
district 	court, 	and 	it 	has 	prevailed 	in 	this 	appeal. 	In 	this
situation, RLS is entitled to recover its attorney fees on appeal,
and we therefore grant RLS’s request. See Federated Cap. Corp. v.
Abraham, 2018 UT App 117, ¶ 15, 428 P.3d 21 (“A party entitled
by contract or statute to attorney fees below and that prevails on
appeal 	is 	entitled 	to 	fees 	reasonably 	incurred 	on 	appeal.”
(quotation simplified)). We remand to the district court for the
limited purpose of quantifying that fee award.

CERTIFICATE OF MAILING
I hereby certify that on the 30 day of December, 2021, a true and correct copy of theth
attached OPINION was sent by standard or electronic mail to be delivered to:
DAVID M. KONO
SHANE L. KEPPNER
JEFFREY J GORRINGE
BENNETT TUELLER JOHNSON & DEERE LLC
DKONO@BTJD.COM
SKEPPNER@BTJD.COM
JGORRINGE@BTJD.COM
DAVID R. NIELSON
CHASE AMES
NATHAN D ANDERSON
SKOUBYE NIELSON & JOHANSEN LLC
DAVID@SNJLEGAL.COM
CHASE@SNJLEGAL.COM
NATHAN@SNJLEGAL.COM
HONORABLE CHRISTINE S. JOHNSON
FOURTH DISTRICT, PROVO DEPT
FOURTH DISTRICT, PROVO DEPT
ATTN: DEBBIE JACOBSEN
provoinfo@utcourts.gov
_______________________________________
Judicial Secretary
TRIAL COURT: FOURTH DISTRICT, PROVO DEPT, 180401461
APPEALS CASE NO.: 20200633-CA