2016 UT App 155

THE UTAH COURT OF APPEALS

MUOI HA AND OLIVIA HA,

Appellants,

v.

COUNG SI TRANG AND SYLVIA TRANG,

Appellees.

Memorandum Decision

No. 20140320-CA

Filed July 21, 2016

Third District Court, Salt Lake Department

The Honorable Su Chon

No. 110913027

Russell T. Monahan, Attorney for Appellants

Michael P. Petrogeorge and Nicole G. Farrell, 

Attorneys for Appellees

JUDGE J. FREDERIC VOROS JR. authored this Memorandum 

Decision, in which JUDGE GREGORY K. ORME and JUSTICE JOHN A.

PEARCE concurred.

1

VOROS, Judge:

¶1 This case concerns the district court’s allocation of shares 

in a family-owned corporation. Shortly before oral argument, 

then-appellant Weiman Ha entered into a settlement agreement 

(the Agreement) with appellees Coung Si Trang and Sylvia 

Trang (the Trangs). Pursuant to the Agreement, the corporation 

 

1. Justice John A. Pearce began his work on this case as a 

member of the Utah Court of Appeals. He became a member of 

the Utah Supreme Court thereafter and completed his work on 

the case sitting by special assignment as authorized by law. See 

generally Utah R. Jud. Admin. 3-108(3).
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20140320-CA 2 2016 UT App 155

redeemed all of Weiman Ha’s corporate shares—the very shares 

at issue on appeal.

¶2 We concluded that the Agreement, if enforceable, could 

moot the central issues on appeal. We remanded the case to the 

district court to determine the enforceability of the Agreement. 

The district court ruled that the Agreement was valid and 

enforceable, and accordingly dismissed Weiman Ha’s claims. We 

then requested supplemental briefing from the parties 

addressing which, if any, claims of the remaining appellants

survived the dismissal of former appellant Weiman Ha’s claims.

¶3 Muoi Ha and Olivia Ha (collectively, Appellants) contend 

that three of their appellate claims survive the dismissal of 

Weiman Ha’s claims. We consider each in turn.

¶4 Appellants first contend that “[t]he issue as to whether 

Lavinia Ha should have been brought into this suit remains.” At 

trial, the district court allowed the Trangs to introduce a 

shareholder interest redemption agreement in which the 

corporation agreed to redeem 20,000 shares owned by Lavinia 

Ha. The court concluded that “*a+s a result of the Shareholder 

Interest Redemption Agreement entered into by and between 

Lavinia and the Company . . . Lavinia no longer ha[d] any 

interest in the Company.”

¶5 On appeal, Appellants challenge the Trangs’ “claim of 

Lavinia Ha’s interest because *the Trangs+ never made her a 

party under Rule 14” of the Utah Rules of Civil Procedure. 

Appellants argue that, “[w]ithout any claims by Lavinia Ha, the 

only reasonable division of the existing shares” would have 

accorded Lavinia’s 20,000 shares to Weiman Ha, giving him a 

total of 35,700 shares. The Trangs respond that this claim is 

unpreserved, misreads rule 14, and “has now been rendered 

moot as a result of the enforceable settlement agreement” 

between the Trangs and Weiman Ha.
Ha v. Trang

20140320-CA 3 2016 UT App 155

¶6 We agree with the Trangs that this claim is now moot. “If 

the requested judicial relief cannot affect the rights of the 

litigants, the case is moot and a court will normally refrain from 

adjudicating it on the merits.” Merhish v. H.A. Folsom & Assocs., 

646 P.2d 731, 732 (Utah 1982) (citation and internal quotation 

marks omitted). “Once a controversy has become moot, a trial 

court should enter an order of dismissal.” Id. at 733. “Where the 

issues that were before the trial court no longer exist, the 

appellate court will not review the case.” In re Adoption of L.O., 

2012 UT 23, ¶ 8, 282 P.3d 977 (citations and internal quotation 

marks omitted). Here, under the Agreement the corporation 

redeemed “the entirety of *Weiman Ha’s+ claimed right, title,

and interest in the Company.” Consequently, whether the 

district court should have awarded Weiman Ha 35,700 shares (as 

Appellants claim) rather than 15,700 shares (as it in fact did) no 

longer matters. The corporation reacquired all of Weiman Ha’s

shares, however many there were, leaving Coung Trang the 

undisputed majority shareholder.2

¶7 Appellants next contend that “the question remains as to 

whether the *Appellants’+ request for a Special Shareholders’ 

Meeting was proper.” They further argue that even if we 

determine that this issue is moot, we should address it under the 

public interest exception.

¶8 The district court ruled that Appellants’ demand for a 

special shareholder meeting “did not comply with Utah law 

because it was signed and sent by *Appellants’+ counsel, and was 

not signed and dated by any of the shareholders in the 

company.” See Utah Code Ann. § 16-10a-702 (LexisNexis 2013) 

(“A corporation shall hold a special meeting of shareholders . . . 

 

2. Appellants do not challenge the district court’s finding that 

Coung Trang held 65,000 shares, Muoi Ha held 40,000 shares,

and Olivia Ha held 5,000 shares. 
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20140320-CA 4 2016 UT App 155

if the holders of shares representing at least 10% of all the votes 

entitled to be cast on any issue proposed to be considered at the 

proposed special meeting sign, date, and deliver to the 

corporation’s secretary one or more written demands for the 

meeting, stating the purpose or purposes for which it is to be 

held.”).

¶9 On appeal, Appellants contend that the district court 

misapplied section 16-10a-702; they further assert that the 

Agreement does not moot this claim. The Trangs respond that 

Appellants did not adequately brief this claim and, moreover, 

that any error in the district court’s ruling was harmless because 

the district court ordered the corporation to hold an annual 

meeting. They further argue that the Agreement moots this 

claim.

¶10 We agree with Appellants that the Agreement did not 

render this issue moot. Even post-Agreement, Appellants control 

more than 10% of the shares, thus meeting the statutory 

threshold for requesting a special shareholder meeting. See id.

However, we agree with the Trangs that Appellants did not 

adequately brief this claim and that any error was harmless.

¶11 “An adequately briefed argument must provide 

meaningful legal analysis.” West Jordan City v. Goodman, 2006 UT 

27, ¶ 29, 135 P.3d 874 (citation and internal quotation marks 

omitted). Rule 24 of the Utah Rules of Appellate Procedure 

requires that a brief “contain the contentions and reasons of the 

appellant . . . with citations to the authorities, statutes, and parts 

of the record relied on.” Utah R. App. P. 24(a)(9). “[R]ule 24(a)(9) 

requires not just bald citation to authority but development of 

that authority and reasoned analysis based on that authority.” 

State v. Thomas, 961 P.2d 299, 305 (Utah 1998). Appellants’ brief 

does not meet this standard. Although they claim that the 

district court misread section 16-10a-702, their brief does not 
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20140320-CA 5 2016 UT App 155

analyze the statutory passage they claim the district court 

misread.

¶12 Furthermore, any error by the district court on this point 

was harmless. On appeal, the appellant bears “the burden of 

showing not only that an error occurred, but that it was 

substantial and prejudicial.” Ashton v. Ashton, 733 P.2d 147, 154 

(Utah 1987); see also Utah R. Civ. P. 61 (“*N+o error or defect in 

any ruling or order or in anything done or omitted by the 

court . . . is ground for granting a new trial or otherwise 

disturbing a judgment or order, unless refusal to take such 

actions appears . . . inconsistent with substantial justice. The 

court at every stage of the proceeding must disregard any error 

or defect in the proceeding which does not affect the substantial 

rights of the parties.”). Here, although the district court did not 

order a special shareholder meeting, it did order an annual 

shareholder meeting. The Trangs argue that this order rendered 

any possible error in not ordering a special shareholder meeting

harmless. Appellants did not explain in their reply brief how

they had been or could be harmed by the district court’s having 

ordered an annual shareholder meeting rather than a special 

shareholder meeting. In fact, the reply brief does not 

acknowledge the harmless error argument at all. Accordingly, 

we conclude that Appellants have not carried their burden of 

demonstrating that a prejudicial error occurred.

¶13 Finally, Appellants contend that the district court erred in 

awarding the Trangs mediation costs. The parties agree that this 

issue was not rendered moot by the Agreement. We nevertheless

reject this claim as unpreserved.

¶14 The Trangs assert, and Appellants do not deny, that 

Appellants did not preserve this issue in the district court. And 

the record shows that the district court awarded mediation costs 

only after noting that Appellants “did not make any objections 

as to the mediation fees.” To be preserved for an appeal, “the 
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20140320-CA 6 2016 UT App 155

issue must be presented to the trial court in such a way that the 

trial court has an opportunity to rule on that issue.” 438 Main St. 

v. Easy Heat, Inc., 2004 UT 72, ¶ 51, 99 P.3d 801 (citation and 

internal quotation marks omitted). “Issues that are not raised at 

trial are usually deemed waived,” id., or, more precisely, 

“forfeited,” State v. Fuller, 2014 UT 29, ¶ 28 n.21, 332 P.3d 937. 

Because Appellants did not give the district court the necessary 

opportunity to rule on this issue, we deem it forfeited and do not 

consider it further.

¶15 The judgment of the district court is affirmed.