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Appeals court hears contract and fiduciary‑duty dispute over $10,000 cashier’s‑check and damages in Krueger v. Seed Capital
Summary
A three‑judge panel considered whether texts and a proposed $10,000 cashier’s check outside closing amounted to repudiation, and whether plaintiffs marshalled evidence of damages tied to an alleged breach of fiduciary duty involving earnest money, fees and rent payments.
The Utah Court of Appeals heard argument in Krueger v. Seed Capital on whether the district court applied the correct legal standard to alleged repudiation and whether plaintiffs presented sufficient evidence of damages for a breach of fiduciary duty.
Appellants’ counsel argued the sellers’ texts and related communications amounted to a repudiation of an agreement because the buyers offered to tender a $10,000 cashier’s check and the sellers refused that method or indicated they "could not" accept funds outside closing. Counsel invoked the Restatement (Second) of Contracts and Scott v. Majors to press that a flat statement that a party "will not or cannot perform" can constitute repudiation.
Defense counsel (Thomas Burns) responded that the trial court expressly found there was "no repudiation, no intent to repudiate," that parties relied on legal advice about closing procedures and that any disagreement concerned mechanics of funding rather than a refusal to perform under the contract. Burns argued appellants also failed to marshal the factual record at summary judgment, citing Rule 56 procedures and the court’s expectation that the nonmoving party cite admissible evidence rather than rely on general assertions.
Money and damages at issue: appellants asked the court to consider multiple items in damages or disgorgement calculations, including a $2,000 earnest‑money deposit, $18,000 discussed as additional funds (for a $20,000 day‑one payment), roughly $11,000 in real‑estate commission paid at closing, a roughly $10,650 financing fee to Seed Capital, rent payments that appellants say exceeded market rent because a portion applied to principal, and attorney’s fees. Counsel for appellants said the contract language allowed split or staged payments so the proposed cashier’s check could have been tendered consistent with the agreement; defense counseled that the title company’s rules and federal regulations about seasoned funds complicated tendering funds at closing and that the trial judge accepted that view.
Why it matters: the appeal turns on mixed questions of law and fact: whether the trial court applied the correct objective standard for repudiation and whether the trial record supports findings the court made about intent, timing and the form of payment. Judges pressed both sides on preservation and whether key factual assertions were adequately presented in opposing memoranda and exhibits at summary judgment.
The court thanked counsel for the thorough briefing and oral argument and said it would issue decisions as soon as possible; both appeals were submitted at the end of the session.
No ruling was announced from the bench at argument.
