SALT LAKE CITY — The Utah Court of Appeals on Aug. 14, 2025 reversed a Salt Lake District Court ruling in a property dispute between Arnold J. Schmit (the appellant) and his nephew, Joshua Schmith (the appellee), holding that two written documents were integrated contracts and that the trial court improperly considered extrinsic oral agreements to conclude no lawful contract existed.

The appellate court said the two writings—dated 2013 and 2018—each contained an integration clause stating they were "the entire agreement between the parties," and that, absent an asserted invalidating cause such as fraud, forgery, duress, or mistake, the parol-evidence rule bars use of prior or contemporaneous oral statements to vary or add to the written terms.

Judge Michele M. Christiansen Forster, writing for the three-judge panel that included Judges Ryan M. Harris and Ryan D. Tenney, explained the court's holding: "in the face of a clear integration clause, extrinsic evidence of a separate oral agreement is not admissible on the question of integration." The opinion continued, "We agree with Uncle, and we reverse and remand the case for further proceedings."

Why it matters: The decision reaffirms Utah precedent limiting courts’ reliance on witnesses’ oral testimony to rewrite or supplement integrated written agreements. It is likely to affect similar family-property and private-contract disputes where parties later assert additional unwritten promises.

Facts and trial court ruling: According to the record, the parties executed a 2013 writing in which Uncle agreed to add Nephew as a co-owner and Nephew agreed to assume house payments, pay half the utilities and pay Uncle $1,000 per month "until death." Uncle executed a quitclaim deed conveying the property to himself and Nephew as joint tenants with rights of survivorship.

The parties signed a 2018 writing that (1) required Nephew to pay the house payment, all utilities and the home-insurance premium, (2) deferred Nephew’s $1,000 monthly payments to begin in August 2026, and (3) required Nephew to list Uncle as beneficiary on a $175,000 life insurance policy until at least August 2030. Both writings stated they were the entire agreement.

After a series of household disputes, including a tenant move-out in October 2021 and the owner’s renting of the lower level in February 2022, Nephew sought use of the property in October 2023 and was denied. Nephew sued for breach of contract and conversion and asked for a court-ordered sale. Uncle counterclaimed for breach of contract, unjust enrichment and breach of the covenant of good faith and fair dealing.

At bench trial the court found neither party proved a binding contract because, the court said, the parties testified that the writings did not reflect their full agreement and "there was no meeting of the minds as to essential features." The trial court awarded Nephew rent received from October 2023 forward for conversion, ordered Uncle to pay Nephew half the equity in the property and removed Nephew’s name from the deed, and dismissed Uncle’s counterclaims for unjust enrichment and breach of covenant.

Appellate analysis and guidance: The Court of Appeals concluded the trial court erred by treating the parties’ admissions that they had discussed additional oral terms as dispositive evidence that the written agreements were not integrated. Relying on Tangren Family Trust v. Tangren (2008 UT 20), the appellate court said a clear integration clause prevents admission of evidence of a separate oral agreement on the question of integration unless an invalidating cause is pleaded and supported.

The panel noted, however, that the trial court could still consider evidence of invalidating causes—such as mutual mistake, lack of consideration, fraud, duress, forgery or illegality—if such grounds were asserted and supported. The opinion described standards for those doctrines, including that a mutual-mistake claim requires clear and convincing evidence and that lack of consideration can invalidate a contract if the plaintiff fails to prove a bargained-for exchange.

The court reversed the trial court’s judgment and remanded for further proceedings consistent with the opinion, including the trial court’s opportunity to reconsider potential invalidating causes in the first instance. The opinion also observed that if the writings were ultimately held void or voidable and rescission were required, the proper remedy would generally aim to restore the parties to their pre-contract positions rather than awarding one party an undue windfall.

Next steps: On remand the trial court will determine whether any invalidating cause applies or whether the integrated writings are enforceable as written. The Court of Appeals provided limited guidance but left factual determinations—such as whether mutual mistake or inadequate consideration exists—to the trial court.

(Quote attribution: Judge Michele M. Christiansen Forster, authoring the opinion of the Utah Court of Appeals.)