Appeals court weighs discovery sanctions, shareholder‑agreement disputes in Cook Martin Polson case

The Utah Court of Appeals heard argument in Cook Martin Polson (CMP) v. Smith, case number 20230024, addressing whether the trial court properly excluded declarations and entered sanctions after alleged discovery violations, and related questions about contract interpretation and share repurchase procedures.

Attorneys for both sides debated whether exclusion of declarations was harmless and whether that evidentiary ruling affected the validity of summary judgment. Appellate counsel for the former CMP shareholder argued the declarations would create disputed factual issues—about prior breaches, distribution practices and a repurchase calculation—and asked the court to reverse the sanctions and either reinstate claims or remand for further proceedings. CMP and its counsel defended the trial court’s sanctions and summary‑judgment rulings as within its discretion given repeated discovery noncompliance.

Why the dispute matters: the appeal raises three interlocking issues—(1) whether exclusion of a party’s testimony for failure to disclose under discovery rules was an abuse of discretion; (2) whether course‑of‑performance evidence (how CMP actually distributed…