2023 UT App 37

THE UTAH COURT OF APPEALS

COMMERCIAL CLUB BUILDING LLC,

Appellee and Cross-appellant,

v.

GLOBAL RESCUE LLC AND GR DIRECT LLC,

Appellants and Cross-appellees.

Opinion

No. 20200747-CA

Filed April 13, 2023

Third District Court, Salt Lake Department

The Honorable Laura Scott

No. 170903867

William B. Ingram and Scarlet R. Smith, Attorneys

for Appellants and Cross-appellees

Matthew N. Evans, Matthew M. Cannon, and 

Whitney Hulet Krogue, Attorneys for Appellee and 

Cross-appellant

JUSTICE DIANA HAGEN authored this Opinion, in which 

JUDGE DAVID N. MORTENSEN and JUSTICE JILL M. POHLMAN

concurred.1

HAGEN, Justice:

¶1 Global Rescue LLC created a wholly owned subsidiary, GR

Direct LLC, to sell memberships for Global Rescue’s emergency 

travel services. GR Direct entered into a lease agreement for office 

space with Commercial Club Building LLC. After Global Rescue 

1. Justice Diana Hagen and Justice Jill M. Pohlman began their 

work on this case as members of the Utah Court of Appeals. They 

each became members of the Utah Supreme Court thereafter and 

completed their work on the case sitting by special assignment as 

authorized by law. See generally Utah R. Jud. Admin. 3-108(4).
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20200747-CA 2 2023 UT App 37

stopped funding GR Direct, it went out of business and stopped 

paying rent under the lease agreement. 

¶2 Commercial Club sued both GR Direct and Global Rescue. 

After obtaining a default judgment against GR Direct, 

Commercial Club proceeded to trial against Global Rescue,

pressing direct claims and seeking to hold Global Rescue liable for 

GR Direct’s breach of the lease agreement under theories of joint 

venture and alter ego. A jury found Global Rescue liable under 

both theories. The jury awarded full damages under the lease, 

rejecting Global Rescue’s defense that Commercial Club had 

failed to mitigate its damages. The jury also found that the transfer 

of GR Direct’s assets to Global Rescue was voidable as a 

constructive fraudulent transfer and that Global Rescue tortiously 

interfered with the lease agreement.

¶3 Global Rescue moved for judgment notwithstanding the 

verdict (JNOV). The district court granted the motion in part, 

vacating the jury’s verdict on the tortious interference claim, but 

otherwise denied the motion. The district court later awarded 

Commercial Club the attorney fees it incurred in obtaining a 

default judgment against GR Direct and defeating Global 

Rescue’s mitigation defense. On appeal, Global Rescue challenges 

the district court’s partial denial of its JNOV motion. Global 

Rescue also challenges the court’s determination that it would be 

inequitable if the court did not find that GR Direct was the alter 

ego of Global Rescue.

¶4 We agree with Global Rescue that the jury’s finding of a

joint venture cannot stand because there was no evidence that 

Global Rescue and GR Direct exercised mutual control over a 

separate business endeavor distinct from GR Direct itself. We also 

vacate the district court’s alter ego determination and remand for 

further findings because the basis for the court’s finding that an 

inequitable result would occur is not clear on the record.
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20200747-CA 3 2023 UT App 37

¶5 For its part, Commercial Club challenges the district 

court’s grant of JNOV in favor of Global Rescue on the tortious 

interference claim. Because we conclude that Commercial Club 

has not carried its burden of persuasion on cross-appeal, we 

affirm.

BACKGROUND2

The Parties

¶6 Global Rescue is a company that provides medical, 

security, travel risk, crisis management, and telemedicine services

“that individuals might need when they’re traveling.” Global 

Rescue is headquartered in Lebanon, New Hampshire. In 2015, an 

employee of Global Rescue, Douglas Robinson, pitched an idea to 

the CEO, Dan Richards, about creating a multilevel marketing 

company to sell Global Rescue products and services through 

memberships. Richards liked the idea and “made the decision to 

form GR Direct” as a wholly owned subsidiary of Global Rescue

to “manage the organization and creation of the network 

marketing business.” Robinson became the president of GR

Direct.

¶7 Global Rescue funded GR Direct’s services in addition to 

its overhead, marketing, and employee salaries. GR Direct opened 

its office in Salt Lake City, Utah, and entered into a three-year

lease agreement with Commercial Club. Robinson signed the 

2. “[O]n appeal from a jury verdict, we view the evidence and all 

reasonable inferences in a light most favorable to that verdict and 

recite the facts accordingly.” Mueller v. Allen, 2005 UT App 477, 

¶ 2, 128 P.3d 18 (cleaned up). “We present conflicting evidence 

only as necessary to understand issues raised on appeal.” State v. 

Holgate, 2000 UT 74, ¶ 2, 10 P.3d 346. 
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20200747-CA 4 2023 UT App 37

lease agreement on behalf of GR Direct, which was listed as the 

tenant. 

¶8 About a year later, Global Rescue stopped funding GR

Direct, and GR Direct went out of business. GR Direct defaulted 

on its lease, it abandoned the leased premises, and GR Direct’s 

remaining monetary and physical assets went to Global Rescue.

The Lawsuit

¶9 Commercial Club subsequently filed a lawsuit against GR

Direct and Global Rescue alleging six causes of action. Claim 1 

was a breach of contract claim against GR Direct for failure to pay 

the rent due under the lease agreement. Claims 2 and 6 sought to 

hold Global Rescue liable for GR Direct’s breach of the lease 

agreement under theories of alter ego or joint venture, 

respectively.

¶10 Claims 3 and 4 sought to void the transfer of GR Direct’s 

assets to Global Rescue pursuant to the Uniform Voidable 

Transactions Act (UVTA), Utah Code §§ 25-6-101 to -502, which 

makes certain transfers by a debtor voidable as to a creditor.

Subsection 25-6-202(1) identifies two types of voidable transfers: 

(a) transfers made “with actual intent to hinder, delay, or defraud 

any creditor of the debtor” (also known as intentionally 

fraudulent transfers), and (b) transfers made “without receiving a 

reasonably equivalent value in exchange for the transfer or 

obligation,” leaving the debtor essentially insolvent (also known 

as constructively fraudulent transfers). Commercial Club alleged 

both types of voidable transfers as separate causes of action.

¶11 Finally, Claim 5 alleged that Global Rescue had tortiously 

interfered with the lease agreement between Commercial Club 

and GR Direct. Specifically, Commercial Club asserted that Global 

Rescue “intentionally interfered with the contract by, among 

other things, removing assets from [GR Direct] so that [it could 

not] make lease payments, making the decision to close the office
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20200747-CA 5 2023 UT App 37

in Salt Lake City, refusing to pay amounts due and owing under 

contract as represented to [Commercial Club] and leaving [GR

Direct] as a shell with little or no assets to pay the lease amounts.”

¶12 GR Direct did not answer the complaint, and Commercial 

Club received a default judgment on Claim 1. The default 

judgment awarded Commercial Club the amounts owed under 

the lease agreement and allowed Commercial Club to “augment 

[the judgment] to include continuing monthly rent and other 

amounts owing under the Lease Agreement until such time as a 

suitable replacement tenant is located.” The order also awarded 

Commercial Club its attorney fees and costs incurred in bringing 

the action against GR Direct, “as provided for in” the lease 

agreement, and allowed the judgment to be “augmented in the 

amount of reasonable attorneys’ fees and costs incurred in 

collecting” the judgment.

¶13 After default judgment was entered against GR Direct, 

Commercial Club continued to pursue its claims against Global 

Rescue.

Pre-Trial Motions

¶14 Early on in this litigation, Global Rescue filed multiple 

motions for partial summary judgment. Relevant to this appeal, 

Global Rescue sought summary judgment on the tortious 

interference claim, arguing that, as a matter of law, the conduct 

alleged by Commercial Club did not constitute “improper 

means.” The district court granted the motion in part and denied

it in part. The court first identified the improper means alleged by 

Commercial Club to support its claim for tortious interference:

(1) Removing assets from [GR Direct] so that it could 

not make lease payments; (2) making the decision to 

close the Salt Lake City office; (3) refusing to pay 

amounts due and owing under the lease agreement; 

(4) leaving [GR Direct] as a “shell” with little or no 
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20200747-CA 6 2023 UT App 37

assets; (5) engaging in “theft” of [GR Direct’s] assets, 

including its intellectual property, income/revenue, 

and personal property; (7) converting these assets; 

and (8) fraudulently transferring these assets to 

Global Rescue.[3]

¶15 The court granted the motion with respect to alleged 

improper means 2, 3, 5, and 7, and that ruling has not been 

challenged on appeal. The court characterized the remaining 

allegations—improper means 1, 4, and 8—as the “alleged 

improper means of fraudulent transfer,” which Commercial Club 

had alleged in Claims 3 and 4 as the basis for voiding the transfer 

of GR Direct’s assets to Global Rescue. The court ruled that “a 

fraudulent transfer based on ‘actual intent to hinder, delay, or 

defraud any creditor’ (Utah Code Ann. § 25-6-202(1)(a)) [as 

alleged in Claim 3], if proven, may constitute an improper means 

for a tortious interference claim because it involves conduct 

similar to deceit or misrepresentations.” On the other hand, “a 

fraudulent transfer under Utah Code Ann. § 25-6-202(1)(b) [as

alleged in Claim 4] would not constitute improper means because 

there is nothing ‘independently tortious or wrongful’ about a 

company transferring assets for less than ‘reasonably equivalent 

value.’” Therefore, the court concluded that if Commercial Club 

“proves that [GR Direct’s] intellectual property, income/revenue, 

and/or personal property was transferred to Global Rescue with 

the actual intent to hinder, delay, or defraud [Commercial Club as 

alleged in Claim 3], it may constitute the improper means”

element of tortious interference.

Trial

¶16 The case proceeded to a six-day jury trial. At the end of the 

trial, the jury found that Global Rescue and GR Direct engaged in 

a joint venture as alleged in Claim 6 and accordingly found Global 

3. The number six was omitted in the order.
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20200747-CA 7 2023 UT App 37

Rescue responsible for all amounts owed under the lease 

agreement as a result of GR Direct’s breach. The jury also

determined that Commercial Club did not fail to mitigate its 

damages, and that none of the damages awarded to Commercial 

Club for the breach should be reduced. With respect to 

Commercial Club’s voidable transfer claims, the jury found that

GR Direct’s transfer of its assets to Global Rescue was voidable as 

a constructive fraudulent transfer as alleged in Claim 4, but that 

Commercial Club had not proven intentional fraudulent transfer 

as alleged in Claim 3. The jury also found for Commercial Club 

on its claim of tortious interference (Claim 5) and granted 

compensatory damages for the amounts due under the lease as 

well as punitive damages. 

¶17 As to the alter ego claim (Claim 2), the jury was provided 

with a special verdict form that asked it to make findings on the 

first prong of the alter-ego test known as the “formalities 

requirement,” leaving the second prong, referred to as the 

“fairness requirement,” to the court. See Jones & Trevor Mktg., Inc. 

v. Lowry, 2012 UT 39, ¶ 14, 284 P.3d 360 (discussing the two 

requirements and explaining that the second prong “is addressed 

to the conscience of the court” (cleaned up)). The jury made the 

following findings that weighed in favor of alter ego: GR Direct 

was undercapitalized, Global Rescue siphoned GR Direct’s funds, 

GR Direct did not have separate corporate records, Global Rescue 

used GR Direct as a “façade” for its own operations, and “there 

was such a unity of interest and ownership between Global 

Rescue and GR Direct that the separate personalities of the two no 

longer existed.” The jury also made the following findings that 

weighed against alter ego: GR Direct did not fail to observe 

corporate formalities and had its own functioning officers and 

directors other than those employed by Global Rescue.

¶18 After trial, the district court addressed the alter ego claim 

and the jury’s findings with respect to the first prong. The court 

reiterated the jury’s findings and explained on the record the 
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20200747-CA 8 2023 UT App 37

evidence that supported those findings. When turning to the 

second prong and determining whether the “observation of the 

corporate form would sanction a fraud, promote injustice or an 

inequit[able] result would follow” the court found “no evidence

of fraud.” The court continued,

Nevertheless, I do find that second element is met 

because under these circumstances and considering 

all the facts and testimony and other evidence at 

trial, I do find it would promote an injustice or an 

inequitable result would follow . . . if I were to 

recognize that separate corporate existence[].

The court therefore found in favor of Commercial Club on its alter 

ego claim.

Post-Trial Motions

¶19 After trial, Global Rescue filed two motions for JNOV that 

are relevant to this appeal. 

¶20 First, Global Rescue moved to vacate the jury’s finding of 

joint venture, arguing that it was entitled to judgment as a matter 

of law. Among other things, Global Rescue asserted that “the 

jury’s verdict must be set aside because a joint 

venture/partnership requires a combination of two or more 

persons.” Global Rescue cited “black-letter law that a joint 

venture or partnership requires ‘two or more persons’” and

argued that there was no evidence to support a finding that 

Global Rescue and GR Direct were “separate entities [that] 

combined their resources and had a joint proprietary interest in 

the sale of Global Rescue memberships, a mutual right to control 

GR Direct’s business, a right to share in the profits generated by 

the sales of Global Rescue’s memberships, and a duty to share in 

the losses.” The district court denied the motion.
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20200747-CA 9 2023 UT App 37

¶21 Global Rescue also moved for JNOV with respect to the 

jury’s tortious-interference verdict. Global Rescue argued that 

because the district court had previously determined that 

Commercial Club could establish the “improper means” element 

of tortious interference only if the jury found intentional 

fraudulent transfer, the tortious-interference verdict could not 

stand because the jury found only constructive fraudulent 

transfer. Commercial Club countered that constructive fraudulent 

transfer is sufficient to establish improper means and the jury 

verdict should not be vacated. The district court agreed with 

Global Rescue and vacated the tortious interference verdict. The 

court explained that its prior ruling “narrowed” the tortious 

interference claim to “intentional fraud” and that “it could not be 

constructive fraud.” Because the jury did not find intentional 

fraud, the tortious interference claim failed.

¶22 For its part, Commercial Club sought attorney fees as the 

prevailing party under the lease agreement. The district court

determined that, under the attorney fees provision in the lease, 

Commercial Club was entitled to recover only fees incurred in 

connection with obtaining the default judgment against GR Direct

and in prevailing against Global Rescue’s mitigation defense at 

trial. The court ruled that Global Rescue was jointly and severally 

liable for the attorney fees based on its “finding of joint 

venture/partnership liability.” 

¶23 Each party now appeals.

ISSUES AND STANDARDS OF REVIEW

¶24 Global Rescue first contends that the district court erred in 

denying its JNOV motion challenging the jury’s joint venture

verdict. We review the district court’s decision on a JNOV motion 

for correctness. See USA Power, LLC v. PacifiCorp, 2016 UT 20, ¶ 34, 

372 P.3d 629. A court may grant a JNOV motion “only if, after 

looking at the evidence and all reasonable inferences in a light 
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20200747-CA 10 2023 UT App 37

most favorable to the nonmoving party, the trial court concludes 

that there is no competent evidence which would support a 

verdict in the nonmoving party’s favor.” Id. (cleaned up).4

¶25 Global Rescue also contends that the district court erred in 

its equitable determination under the theory of alter ego and in 

“finding that not piercing the corporate veil would lead to an 

injustice.” “[A] trial court is accorded considerable latitude and 

discretion in applying and formulating an equitable remedy, and 

it will not be overturned unless it has abused its discretion.” Ockey 

v. Lehmer, 2008 UT 37, ¶ 42, 189 P.3d 51 (cleaned up). And because 

“a trial court is in an advantaged position to consider equities, we 

give considerable deference to its findings and judgment.” Smith 

v. Simas, 2014 UT App 78, ¶ 10, 324 P.3d 667 (cleaned up).

¶26 On cross-appeal, Commercial Club argues that the district 

court erred in granting Global Rescue’s JNOV motion and “setting 

aside the jury’s verdict in favor of Commercial Club . . . on 

Commercial Club’s claim for Intentional Interference with 

Contractual Relations.”5 We review the “entry of JNOV . . . for 

4. Global Rescue also challenges a portion of the attorney fees

award, arguing that the fees Commercial Club incurred in 

defeating Global Rescue’s mitigation defense were unrelated to 

the enforcement of the lease agreement. We have no occasion to 

reach this issue given our conclusion that the evidence was 

insufficient to sustain the jury’s joint venture verdict. Because 

Global Rescue was held jointly and severally liable for attorney 

fees based on “joint venture/partnership liability,” we vacate the 

attorney fee award entirely as it relates to Global Rescue.

5. Commercial Club raises three other issues in its cross-appeal 

that we do not reach. First, Commercial Club argues that the 

district court erred in concluding that its “claim/remedy for jointventure/partnership was not an action to ‘enforce’ any provisions 

(continued...)
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20200747-CA 11 2023 UT App 37

correctness,” reversing only if we find that there is support for the 

jury’s verdict. Neff v. Neff, 2011 UT 6, ¶ 49, 247 P.3d 380.

ANALYSIS

I. Global Rescue and GR Direct Did Not Create a Joint Venture.

¶27 Global Rescue argues that the district court erred in 

denying its motion to vacate the jury’s joint venture verdict

because there was no evidence of “a mutual right to control and 

any purported profits or losses were several, not joint.” We agree

that the evidence, viewed in the light most favorable to the jury’s 

verdict, does not support the existence of a joint venture.

of the Lease Agreement” and therefore not covered by the lease’s 

attorney fees provision. But Commercial Club acknowledges that 

Global Rescue can be held liable for attorney fees only under a 

joint venture theory. Because the evidence at trial was insufficient 

to establish a joint venture, we need not reach the proper 

interpretation of the lease’s attorney fees provision. Second, 

Commercial Club argues that “if the jury’s verdict for tortious 

interference is reinstated as to liability, the ju[r]y undoubtedly 

properly exercised its broad discretion to award punitive 

damages with that claim” and the vacated punitive damages 

should be reinstated. Because we affirm the district court’s 

dismissal of the tortious interference claim, we do not reach this 

argument. Finally, Commercial Club has requested its attorney 

fees on appeal. “Ordinarily, we award appellate attorney fees and 

costs when a party was awarded fees and costs below and then 

prevails on appeal.” Cougar Canyon Loan, LLC v. Cypress Fund, 

LLC, 2019 UT App 47, ¶ 15 n.11, 440 P.3d 884 (cleaned up), cert. 

denied, 455 P.3d 1058 (Utah 2019). Commercial Club is not the 

prevailing party on appeal and is therefore not entitled to its 

attorney fees. See id.
Commercial Club v. Global Rescue

20200747-CA 12 2023 UT App 37

¶28 “A joint venture is an agreement between two or more 

persons ordinarily but not necessarily limited to a single 

transaction for the purpose of making a profit.” Bassett v. Baker, 

530 P.2d 1, 2 (Utah 1974). To form a joint venture,

[t]he parties must combine their property, money, 

effects, skill, labor and knowledge. As a general 

rule, there must be [1] a community of interest in the 

performance of the common purpose, [2] a joint 

proprietary interest in the subject matter, [3] a 

mutual right to control, [4] a right to share in the 

profits, and [5] unless there is an agreement to the 

contrary, a duty to share in any losses which may be 

sustained.

Ellsworth Paulsen Constr. Co. v. 51-SPR-LLC, 2008 UT 28, ¶ 15, 183 

P.3d 248 (brackets in original) (cleaned up). “Whether a joint 

venture exists is ordinarily a question of fact,” and we must 

“therefore look at the facts of the case and determine whether 

there is evidence to support each of the five elements of a joint 

venture.” Id. (cleaned up).

¶29 Those five elements presuppose “an agreement between 

two or more persons” to engage in a separate business endeavor.

See Bassett, 530 P.2d at 2. In other words, at least two persons—

person A and person B—must agree to jointly undertake venture 

C. The joint venture itself cannot be one of the two or more 

persons to the agreement.

¶30 The difficulty with this case is that we do not seem to have 

two distinct persons who entered into an alleged joint venture. 

Instead, it appears that GR Direct was created by Global Rescue 

as its wholly owned subsidiary for the sole purpose of selling 

Global Rescue memberships. If GR Direct did not independently 
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20200747-CA 13 2023 UT App 37

exist, we question how it could have agreed with Global Rescue 

to form itself.6

¶31 But that is not the way Global Rescue has presented the 

case on appeal. Instead of arguing that the joint venture claim fails 

for want of “two or more persons,” Global Rescue argues that 

there was no evidence of a mutual right to control the alleged joint 

venture.7 In analyzing the mutual control element, both parties 

treat GR Direct as the other person who allegedly entered into a 

joint venture with Global Rescue. The joint venture claim was 

presented the same way at trial, where the jury was asked to find 

if “Global Rescue and GR Direct engage[d] in a joint venture or 

partnership.”

¶32 Although we question whether the “two or more persons” 

requirement was satisfied in this case, we will assume for 

purposes of our analysis that Global Rescue and GR Direct are the

alleged joint venturers. But if we make that assumption, it 

requires us to define the joint venture as something other than GR 

Direct itself. We must then determine whether there was 

sufficient evidence to support the jury’s findings that Global 

6. There is no evidence in the record to suggest that Robinson was 

the second person who entered into an agreement with Global 

Rescue to create GR Direct. Instead, the evidence shows that 

Robinson, as an employee of Global Rescue, had the idea to create 

a multi-level marketing company to sell Global Rescue 

subscriptions and that Richards then organized a limited liability 

company, GR Direct, to sell the subscriptions while shielding 

Global Rescue from liability.

7. Global Rescue also argues that there was no right to share in 

profits or duty to share in losses. Because there is no evidence to 

support the mutual control element, we do not reach those 

additional arguments. 
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20200747-CA 14 2023 UT App 37

Rescue and GR Direct exercised mutual control over that separate 

joint venture.

¶33 Commercial Club contends that Global Rescue and GR 

Direct created a “new joint venture” as “a joint effort with a 

mutual right to control, with each side bringing their respective 

resources to the table for the joint venture.” Under this theory of 

the case, Global Rescue’s contribution to the alleged joint venture 

appears to have been the product—telemedicine memberships—

while GR Direct’s contribution was “creating a multilevel 

marketing company to sell Global Rescue product.” But instead 

of defining the joint venture as a separate business endeavor,

Commercial Club defines the joint venture as the “operations of 

GR Direct.”

¶34 Indeed, both parties have struggled to identify the distinct 

joint venture over which Global Rescue and GR Direct would 

need to exercise mutual control. In its opening brief, Global 

Rescue correctly states that the parties must have mutual control 

over the “joint venture” but then argues that GR Direct had no 

mutual control over Global Rescue, as if Global Rescue is the

alleged joint venture, rather than an alleged joint venturer.

¶35 In response, Commercial Club correctly points out that 

joint venturers must exercise mutual control over the joint 

venture—not each other—but then equates GR Direct with the 

joint venture:

Global Rescue misses the mark when it argues that 

“[a]lthough Global Rescue had the right to control 

GR Direct, GR Direct had no voice in Global 

Rescue’s business operations.” This argument 

ignores the critical fact that the joint venture was the 

operations of GR Direct, not the general operations of 

Global Rescue. The question is whether or not there 

was a mutual right to control with respect to the 

venture—the MLM business at GR Direct—not if GR 
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20200747-CA 15 2023 UT App 37

Direct could also assert control over Global Rescue’s 

other business operations.

(Emphasis added.) Commercial Club argues that “there was 

extensive evidence presented at trial demonstrating that along 

with Global Rescue, GR Direct had a mutual right to control the 

operations of GR Direct—the joint venture.”

¶36 In reply, Global Rescue identifies the “sale of telemedicine 

services” as the alleged joint venture. It argues that “GR Direct’s 

limited control to manage its own day-to-day operations does 

nothing to demonstrate a mutual right to control the sale of 

memberships for telemedicine services.”

¶37 However one defines the alleged joint venture, it must be 

something other than either of the two alleged joint venturers. Yet

in support of the jury’s finding of mutual control, Commercial 

Club relies solely on evidence that “GR Direct had a mutual right 

to control the operations of GR Direct.” Specifically, Commercial 

Club points to evidence that GR Direct handled matters related to 

its lease, hired and fired GR Direct employees, maintained its own 

bank accounts, built GR Direct’s “compensation plan/wealth 

plan,” created its own marketing strategies, “was running the 

entire [multilevel marketing] program,” and was “doing 

everything related to network marketing.” All that evidence

relates to the control GR Direct exercised over its own multilevel 

marketing operations. None of that evidence suggests that GR 

Direct exercised control over a separate joint venture.

¶38 The lack of evidence showing mutual control over a 

separate joint venture is fatal to Commercial Club’s joint venture 

claim. It also underscores why a joint venture theory is ill-fitted to 

the facts of this case. Global Rescue and GR Direct did not 

undertake a joint venture separate from GR Direct. Instead, 

Global Rescue created a wholly owned subsidiary to sell Global 

Rescue’s telemedicine memberships through multilevel 
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20200747-CA 16 2023 UT App 37

marketing. As Global Rescue puts it, “GR Direct was merely 

Global Rescue’s instrument for its own benefit.”

¶39 In concluding that the jury’s verdict cannot stand, we do 

not hold that a parent company and a subsidiary are incapable of 

creating a joint venture. See, e.g., Wirth v. Sun Healthcare Group, 

Inc., 2017-NMCA-007, ¶ 33, 389 P.3d 295 (recognizing that “it is at 

least conceivable that a parent may share a business venture with 

its subsidiary”); Kissun v. Humana, Inc., 479 S.E.2d 751, 752 (Ga. 

1997) (“[T]he parent/subsidiary relationship alone does not, as a 

matter of law, preclude such corporations from establishing the 

legal relationships of principal and apparent agent or joint 

venturers . . . .”). But the joint venture of a parent corporation and 

a subsidiary corporation must be distinct from the subsidiary 

itself. Cf. Hanback v. GGNSC Southaven, LLC, No. 3:13-CV-00288-

MPM-SAA, 2014 WL 3530613, at *5 (N.D. Miss. July 15, 2014) (“[I]f 

the capture of upstream profits constitutes a joint venture, then 

nearly all formally organized . . . parent/holding companies 

would be considered part of a joint venture . . . .”).

¶40 Here, GR Direct was not a subsidiary that agreed with its 

parent corporation to undertake a separate business venture. And 

without evidence of a separate venture, Commercial Club could 

not prove that Global Rescue and GR Direct exercised mutual 

control over such a venture. Accordingly, we reverse the jury’s 

joint-venture verdict and vacate the court’s judgment in favor of 

Commercial Club on Claim 6. Commercial Club cannot hold 

Global Rescue liable for GR Direct’s default unless it prevails on 

its alter ego claim (Claim 2). See infra Section II.

¶41 We must also vacate the portion of the attorney fees award 

finding Global Rescue jointly and severally liable for attorney fees 

under the lease agreement between Commercial Club and GR 

Direct. The district court based that finding solely on “joint 

venture/partnership liability.” Because we hold that the evidence 
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20200747-CA 17 2023 UT App 37

was insufficient to prove a joint venture, Global Rescue cannot be 

liable for attorney fees under that theory.

II. There Are Insufficient Findings of Fact to Support the District 

Court’s Alter-Ego Determination.

¶42 Global Rescue next challenges the district court’s alter-ego 

determination finding Global Rescue liable for GR Direct’s breach

of the lease agreement. Global Rescue is the sole shareholder of 

GR Direct. “Ordinarily a corporation is regarded as a legal entity, 

separate and apart from its stockholders.” Jones & Trevor Mktg., 

Inc. v. Lowry, 2012 UT 39, ¶ 13, 284 P.3d 630 (cleaned up). “The 

purpose of such separation is to insulate the stockholders from the 

liabilities of the corporation, thus limiting their liability to only the 

amount that the stockholders voluntarily put at risk.” Salt Lake 

City Corp. v. James Constructors, Inc., 761 P.2d 42, 46 (Utah Ct. App. 

1988).

¶43 “The alter ego doctrine is an exception to the general rule 

that limits stockholders’ liability for obligations of the 

corporation.” Jones & Trevor Mktg., 2012 UT 39, ¶ 13. “A party may 

pierce the corporate veil and obtain a judgment against the 

individual shareholders for a cause of action that arose from a 

dispute with the corporate entity if the plaintiff proves that the 

corporation is acting as an alter ego of its shareholders.” Simons v. 

Park City RV Resort, LLC, 2015 UT App 168, ¶ 5, 354 P.3d 215

(cleaned up).

¶44 “Generally, courts must balance piercing and insulating 

policies and will only reluctantly and cautiously pierce the 

corporate veil.” Jones & Trevor Mktg., 2012 UT 39, ¶ 15 (cleaned 

up). The decision to do so “is a highly factual determination, and 

each case should be determined on its particular facts.” Id.; see also

Norman v. Murray First Thrift & Loan Co., 596 P.2d 1028, 1032 (Utah 

1979) (“[I]t is the particular circumstances of the case that 

determine whether the application of the alter ego doctrine is 

appropriate.”); James Constructors, Inc., 761 P.2d at 47 (“A key 
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20200747-CA 18 2023 UT App 37

feature of the alter ego theory is that it is an equitable doctrine 

requiring that each case be determined upon its peculiar facts.”).

¶45 In Norman v. Murray First Thrift & Loan Co., 596 P.2d 1028

(Utah 1979), the Utah Supreme Court established a two-prong test 

to determine whether an alter ego exists to allow a party to pierce 

the corporate veil: “(1) there must be such unity of interest and 

ownership that the separate personalities of the corporation and 

the individual no longer exist, viz., the corporation is, in fact, the 

alter ego of one or a few individuals; and (2) the observance of the 

corporate form would sanction a fraud, promote injustice, or an 

inequitable result would follow.” Id. at 1030. 

¶46 On appeal, Global Rescue challenges only the second 

prong, which is appropriately addressed by the district court and 

not the jury. See Jones & Trevor Mktg., 2012 UT 39, ¶ 14 (“The 

second prong . . . is addressed to the conscience of the court.” 

(cleaned up)). “Under the second prong, it is not necessary that 

the plaintiff prove actual fraud, but must only show that failure 

to pierce the corporate veil would result in an injustice.” Id.

(cleaned up).

¶47 “[T]here are no established factors to be considered in 

evaluating the fairness element because it is simply an appeal to 

the conscience of the court and the court’s equitable powers.” Id.

¶ 20. But the absence of any established factors to analyze under 

the fairness prong “does not give courts ‘carte blanche’ 

permission to pierce the corporate veil.” Id. ¶ 20 n.6. “A party 

attempting to prevail on an alter ego theory must still appeal to 

the court’s equitable powers and articulate how the observance of 

the corporate form would sanction a fraud, promote injustice, or 

an inequitable result would follow.” Id. (cleaned up).

¶48 Here, the district court found that there was no “evidence 

of fraud in this case,” but it determined that “under these 

circumstances and considering all the facts and testimony and 

other evidence at trial, . . . it would promote an injustice or an 
Commercial Club v. Global Rescue

20200747-CA 19 2023 UT App 37

inequitable result would follow . . . if [the court] were to recognize 

that separate corporate existence[].”

¶49 Global Rescue argues that the district court abused its 

discretion in finding that the fairness prong had been met under 

the circumstances of this case. Although the court discussed the 

various ways in which the relationship between Global Rescue

and GR Direct might “have been misleading under certain 

circumstances,” it ultimately concluded that it did not constitute 

“fraudulent conduct in any way.” In addition, Global Rescue 

points to the district court’s prior factual finding that, before 

executing the lease agreement, Commercial Club knew that 

Global Rescue and GR Direct were separate entities.8 Because the 

court identified no other facts or circumstances to support its 

finding on the fairness prong, Global Rescue contends that the 

alter ego determination should be set aside.

¶50 Commercial Club defends the district court’s equitable 

determination, arguing that it was reasoned and persuasive and 

“resulted in over six transcript pages” of findings. But for the most 

part, those findings relate to the formalities prong and not to the 

fairness prong challenged on appeal. The court cited specific 

evidence in support of its finding that there was no fraudulent 

conduct, but it did not identify the evidence at trial that supported 

its conclusion that “it would promote an injustice or an 

8. Specifically, in granting Global Rescue’s motion for summary 

judgment on Commercial Club’s claim of joint venture by 

estoppel, the court found that “given the language in the Lease 

Agreement between [Commercial Club] and GR Direct, and 

[Commercial Club’s] knowledge before executing the Lease 

Agreement that Global Rescue and GR Direct were separate 

entities, it was not reasonable as a matter of law for [Commercial 

Club] to rely on any alleged representations necessary for a 

finding of joint venture by estoppel.”
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20200747-CA 20 2023 UT App 37

inequitable result would follow” if the court did not allow 

Commercial Club to pierce the corporate veil.

¶51 It is not clear from this ruling what circumstances, facts, 

testimony, or other evidence presented at trial the court relied on 

in making this determination. And “without insight into the 

district court’s reasoning, we are unable to ascertain whether the 

district court’s decision follows logically from, and is supported 

by, the evidence.” Veracity Networks LLC v. MCG S. LLC, 2019 UT 

App 53, ¶ 35, 440 P.3d 906 (cleaned up), cert. denied, 455 P.3d 1058 

(Utah 2019). Where we cannot conduct meaningful appellate 

review of the district court’s decision, we “may remand for the 

entry of more-detailed findings.” Id. (cleaned up).

¶52 Here, the discretionary decision to pierce the corporate veil 

depends on the court’s assessment of the facts presented at trial. 

But because we cannot ascertain the basis for the court’s 

determination that failure to pierce the corporate veil would 

promote injustice or produce an inequitable result, we cannot 

properly evaluate whether the district court abused its discretion

in finding Global Rescue liable as the alter ego of GR Direct. 

Therefore, we vacate the entry of judgment in favor of 

Commercial Club on Claim 2. We remand for the district court to 

make further findings on the fairness prong and enter an 

amended judgment in accordance with those findings.

III. Commercial Club Has Not Carried Its Burden of Showing

Any Error in the District Court’s Entry of JNOV in Favor of 

Global Rescue on the Tortious Interference Claim.

¶53 On cross-appeal, Commercial Club contends that the 

district court erred in determining that constructive fraud did not 

satisfy the “improper means” element of tortious interference 

with contractual relations. Commercial Club therefore argues that 

the district court erred in entering JNOV in favor of Global Rescue 

on that claim. “JNOV is justified only if, after looking at the 

evidence and all reasonable inferences in a light most favorable to 
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20200747-CA 21 2023 UT App 37

the nonmoving party, the trial court concludes that there is no 

competent evidence which would support a verdict in that party’s 

favor.” Neff v. Neff, 2011 UT 6, ¶ 49, 247 P.3d 380 (cleaned up).

Here, however, the district court’s entry of JNOV rested on the 

court’s earlier ruling that granted partial summary judgment on 

the tortious interference claim.

¶54 To succeed on a claim for tortious interference with 

contractual relations, the plaintiff must prove: “(1) that the 

defendant intentionally interfered with the plaintiff’s existing or 

potential economic relations, (2) by improper means, (3) causing 

injury to the plaintiff.” Eldridge v. Johndrow, 2015 UT 21, ¶ 70, 345 

P.3d 553 (cleaned up). Our supreme court has “defined improper 

means narrowly to include only those actions that are contrary to 

law, such as violations of statutes, regulations, or recognized 

common-law rules, or actions that violate an established standard 

of a trade or profession.” See C.R. England v. Swift Transp. Co., 2019 

UT 8, ¶ 42, 437 P.3d 343 (cleaned up). And the court has offered 

“a non-exhaustive list of conduct that would constitute improper 

means: violence, threats or other intimidation, deceit or 

misrepresentation, bribery, unfounded litigation, defamation, or

disparaging falsehoods.” Id. (cleaned up). As the court explained, 

because “such acts are illegal or tortious in themselves they are 

clearly improper means of interferences.” Id. (cleaned up).

¶55 Commercial Club argues that the improper means element 

was satisfied here because the jury found that the transfer of GR

Direct’s assets to Global Rescue was constructively fraudulent

and therefore voidable under the UVTA. But in ruling on Global 

Rescue’s motion for partial summary judgment, the court 

dismissed the tortious interference claim except to the extent it 

alleged, as the improper means, “a fraudulent transfer based on 

actual intent to hinder, delay, or defraud any creditor.” The court 

reasoned that an intentional fraudulent transfer under Utah Code 

subsection 25-6-202(1)(a) “involves conduct similar to deceit and 

misrepresentation,” which our supreme court has identified as 
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20200747-CA 22 2023 UT App 37

improper means.9 Utah Code § 25-6-202(1)(a). On the other hand, 

the court ruled that a constructively fraudulent transfer under 

subsection (1)(b) “would not constitute improper means because 

there is nothing ‘independently tortious or wrongful’ about a 

company transferring assets for less than reasonably equivalent 

value.” See id. § 25-6-202(1)(b).

¶56 The jury ultimately found that the transfer of GR Direct’s 

assets to Global Rescue was voidable as a constructively 

fraudulent transfer but not as an intentional one. Consistent with 

the pre-trial ruling narrowing the tortious interference claim, the 

court granted Global Rescue’s JNOV motion because the jury did 

not find an intentionally fraudulent transfer.

¶57 In its opening brief, Commercial Club does not cite or 

otherwise acknowledge the district court’s pre-trial ruling that 

only an intentional fraudulent transfer—not a constructive 

fraudulent transfer—could satisfy the improper means element of 

tortious interference. Nor does Commercial Club cite the district 

court’s oral ruling granting JNOV, in which the court expressly 

relied on its summary judgment ruling as the basis for setting 

aside the jury verdict finding tortious interference.

¶58 Global Rescue argues that by ignoring the district court’s 

summary judgment ruling, Commercial Club has effectively 

limited the issue on appeal to whether the district court abused its 

discretion in declining to reconsider that ruling when Global 

Rescue moved for JNOV. Global Rescue relies on the law-of-thecase doctrine, which provides that “a decision made on an issue 

during one stage of a case is binding in successive stages of the 

9. Because the jury did not find intentional fraudulent transfer, we 

have no occasion to review the district court’s pre-trial ruling that 

a transfer by a debtor “with actual intent to hinder, delay, or 

defraud any creditor of the debtor” constitutes improper means 

for purposes of a tortious interference claim against the transferee.
Commercial Club v. Global Rescue

20200747-CA 23 2023 UT App 37

same litigation.” IHC Health Services., Inc. v. D & K Mgmt., Inc., 

2008 UT 73, ¶ 26, 196 P.3d 588 (cleaned up). Although the parties 

are bound by the prior decision, the court remains free to 

reconsider that decision so long as the case remains pending 

before the court prior to any appeal. Id. ¶ 27. “Whether to 

reconsider a prior ruling is ordinarily within the sound discretion 

of the district court . . . .” Colony Ins. Co. v. Human Ensemble, LLC, 

2013 UT App 68, ¶ 6, 299 P.3d 1149. If the district court declines to 

reconsider a prior decision without reaching the merits, we will 

reverse only if the court has abused its discretion. See Bergmann v. 

Bergmann, 2018 UT App 130, ¶ 12, 428 P.3d 89. “Conversely, when 

a district court reaches the merits of a motion to reconsider and 

provides legal analysis and legal conclusions, we would reach the 

merits of its ruling.” Blueridge Homes Inc. v. Method Air Heating 

& Air Conditioning, 2019 UT App 149, ¶ 20, 450 P.3d 114.

¶59 Here, the district court did not simply decline to reconsider 

the summary judgment ruling. Instead, it also ruled that it was 

“not persuaded that [its] ruling on the motion for summary 

judgment was incorrect; that the notion of improper means could 

be expanded to include [the] constructive fraudulent transfer 

claim.” The court explained that the only evidence of improper 

means offered by Commercial Club was the transfer of office 

equipment from GR Direct to Global Rescue, which the jury found 

constituted a voidable transfer based on constructive fraud. The 

court concluded that there was nothing “independently tortious 

or wrongful about Global Rescue receiving the transfer of that 

asset” and therefore the evidence supporting the jury’s verdict on 

constructive fraud was insufficient to prove improper means as a 

matter of law. Because the district court engaged with the issue 

on the merits, we cannot simply affirm the ruling as a 

discretionary refusal to reconsider a prior ruling.

¶60 But Commercial Club’s failure to acknowledge the basis of 

the district court’s ruling hinders our ability to review the merits 

of the decision. Under our rules of appellate procedure, the party 
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20200747-CA 24 2023 UT App 37

challenging the district court’s decision must “explain, with 

reasoned analysis supported by citations to legal authority and 

the record, why the party should prevail on appeal.” Utah R. App. 

P. 24(a)(8). To satisfy the burden of persuasion on appeal, “an 

appellant must provide reasoned analysis on how the district 

court erred.” Syme v. Symphony Group LLC, 2018 UT App 212, ¶ 28, 

437 P.3d 576 (cleaned up). Here, Commercial Club has not 

“engaged with the district court’s reasoning” in granting Global 

Rescue’s JNOV motion, which was premised on the court’s earlier 

ruling granting partial summary judgment on the tortious 

interference claim. See Dale K. Barker Co. PC CPA Profit Sharing 

Plan v. Turner, 2021 UT App 119, ¶ 31, 500 P.3d 940. Because its 

arguments are not tethered to the district court’s actual ruling, 

Commercial Club has not carried its burden to demonstrate that 

the district court erred in ruling, as a matter of law, that a 

constructive fraudulent transfer does not constitute improper 

means for purposes of a tortious interference claim.

¶61 Instead of engaging with the district court’s reasoning, 

Commercial Club asks us to reinstate the jury’s tortious 

interference verdict “because the jury determined ‘by clear and 

convincing evidence’ that Global Rescue engaged in a constructive

fraudulent transfer, which satisfies the ‘improper means’ prong of 

a tortious interference claim under Utah law.” Because the UVTA 

allows a creditor to void such a transfer, Commercial Club

contends that Global Rescue “engaged in conduct ‘in which the 

defendant did not have a legally recognized right to engage.’” 

(Quoting C.R. England, 2019 UT 8, ¶ 42.) But Commercial Club

offers no authority to support the proposition that engaging in a 

voidable transfer is “independently wrongful or tortious 

conduct” that establishes not only a cause of action under the 

UVTA but also the improper means element of a tortious 

interference claim.

¶62 Even assuming that the conduct described in subsection 

(1)(b) constitutes “independently tortious or wrongful conduct,” 
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20200747-CA 25 2023 UT App 37

the jury’s verdict voiding the transfer does not establish that 

Global Rescue used improper means to tortiously interfere with 

the lease contract. Whether a transfer is voidable under subsection 

(1)(b) depends on the debtor’s conduct, not the transferee’s.10 The 

jury’s finding that GR Direct made the transfer “without receiving 

a reasonably equivalent value in exchange” when its remaining 

assets could not cover its debts does not speak to whether Global 

Rescue engaged in wrongful conduct by accepting the transfer.

Commercial Club points to the availability of a judgment against 

the transferee as evidence that “Global Rescue’s actions in 

accepting fraudulently transferred assets . . . create direct liability 

under—and constitute a violation of—the UVTA.” But, as Global 

Rescue correctly observes, “the statute merely provides a 

mechanism by which a creditor may claw back assets. It says 

nothing about whether the transferee who receives assets is guilty 

of any tortious or wrongful conduct.”

¶63 We do not foreclose the possibility that receipt of a 

constructively fraudulent transfer might constitute “improper 

means” for purposes of a tortious interference claim. But

Commercial Club has not demonstrated that the district court’s 

ruling in this case was in error. Because Commercial Club has not 

carried its burden of persuasion on appeal, we affirm the 

dismissal of the tortious interference claim.

10. Where the transfer is voidable under subsection (1)(a), a 

transferee’s conduct is relevant to determining whether the goodfaith purchaser exception applies. See Utah Code § 25-6-304

(providing that “a transfer or obligation is not voidable under 

Subsection 25-6-202(1)(a) against a person that took in good faith 

and for a reasonably equivalent value given the debtor”). But

Commercial Club acknowledges that the good-faith purchaser 

exception does not apply here because the jury found that the 

transfer was voidable under subsection (1)(b).
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20200747-CA 26 2023 UT App 37

CONCLUSION

¶64 We reverse the jury’s verdict in favor of Commercial Club 

on its joint venture claim because there was no evidence that 

Global Rescue and GR Direct exercised mutual control over a 

separate business endeavor that was distinct from GR Direct 

itself. Because the attorney fees award was premised on the 

existence of a joint venture, we vacate the attorney fees award as 

well. We also vacate the district court’s alter ego determination 

and remand for additional findings under the equitable prong of 

the alter ego test and for entry of an amended judgment reflecting 

those findings. Finally, we affirm the district court’s entry of 

JNOV in favor of Global Rescue with respect to the tortious 

interference claim because Commercial Club has not carried its 

burden of persuasion on cross-appeal.