2020 UT App 42

THE UTAH COURT OF APPEALS

JENCO LC, DEAN GARDNER INVESTMENT LC, AND 

F.M. SNOW PROPERTIES LLC,

Appellees,

v.

LEDGES PARTNERS LLC AND SJI LLC,

Appellants.

Opinion

No. 20190151-CA

Filed March 19, 2020

Fifth District Court, St. George Department

The Honorable Jeffrey C. Wilcox

No. 120500362

R. Stephen Marshall, Cameron J. Cutler, and 

Kevin Paulsen, Attorneys for Appellants

Bryan J. Pattison, Attorney for Appellees

JUDGE MICHELE M. CHRISTIANSEN FORSTER authored this Opinion, 

in which JUDGES KATE APPLEBY and JILL M. POHLMAN concurred.

CHRISTIANSEN FORSTER, Judge:

¶1 SJI LLC appeals the district court’s order confirming a 

constable’s sale and dismissing SJI’s counterclaim. We reverse 

and remand for further proceedings.

BACKGROUND

¶2 JENCO LC, Dean Gardner Investment LC, and F.M. Snow 

Properties LLC (collectively, JENCO) have had business dealings 

with Ledges Partners LLC (Ledges) since 2004. In July 2010, 

JENCO and Ledges entered into an option agreement that gave 

Ledges the option to purchase 67.5 acres of land from JENCO.
JENCO v. Ledges Partners

20190151-CA 2 2020 UT App 42

¶3 In October 2015, JENCO obtained a judgment against 

Ledges in the amount of $382,787.08 in connection with a 

dispute concerning another contract between the parties. JENCO 

applied for a writ of execution to allow it to satisfy its judgment 

by selling Ledges’ interest in the option agreement. The district 

court issued the requested writ on July 20, 2016, and the 

constable scheduled the sale for June 13, 2017.

¶4 The writ of execution and the notice of sale each identified 

the property to be sold as “[a]ll interest, right, title, and equity of 

[Ledges] in the ‘Land Owners to Ledges Partners, LLC New Real 

Property Option Agreement’ entered into, as of July 15, 2010 by 

and between Ledges . . . and JENCO.” The notice of sale was 

served on Ledges, with copies sent to Ledges’ managers, 

including Hans Kuhni.

¶5 The day before the sale, Kuhni filed a notice of interest on 

behalf of SJI, an affiliate of Ledges, claiming that Ledges had 

assigned its interest in the option agreement to SJI on December 

8, 2010. SJI’s attorney also sent a letter to JENCO’s attorney 

informing him of SJI’s interest in the option agreement. The 

assignment was evidenced by an Assignment of Interest 

Agreement, purportedly entered into on December 8, 2010, and 

signed by Kuhni on behalf of both Ledges and SJI. The 

signatures were neither dated nor notarized. SJI did not file a 

reply to the writ of execution or request a hearing. At the sale, 

JENCO purchased Ledges’ interest in the option agreement for 

$100.

¶6 On December 13, 2017, JENCO filed a motion to join SJI as 

a defendant in interpleader for the purpose of confirming the 

sale. After the district court granted JENCO’s motion, JENCO 

filed a motion to confirm the sale, requesting that the court 

extinguish SJI’s purported interest in the option agreement. SJI 

opposed the motion and also filed a counterclaim seeking a 

declaratory judgment that the writ of execution did not affect 
JENCO v. Ledges Partners

20190151-CA 3 2020 UT App 42

SJI’s interest in the option agreement, that SJI was not obligated 

to respond to the writ, that the option agreement is an interest in 

real property, that JENCO was not a good-faith purchaser, and 

that the constable’s sale should be set aside because of

procedural irregularities and an inadequate sale price. SJI 

alternatively requested an extension of the time to redeem the 

option agreement.

¶7 Following several hearings, the district court granted 

JENCO’s motion to confirm and extinguished SJI’s claimed 

interest in the option agreement. It also dismissed SJI’s 

counterclaim. The court determined that SJI had notice of the 

execution sale because Kuhni was a manager of both Ledges and 

SJI. Further, the court determined that any interest SJI claimed in 

the option agreement was extinguished because it did not reply 

to the writ of execution before the sale occurred as required by 

rule 64(e)(1) of the Utah Rules of Civil Procedure. The court also 

rejected SJI’s request for an extension of the redemption period, 

determining that the option agreement was an interest in 

personal property rather than real property and was therefore 

not subject to redemption. SJI now appeals.

ISSUE AND STANDARD OF REVIEW

¶8 The resolution of this appeal depends on the scope of the 

writ of execution and whether it included SJI’s purported 

interest in the option.1 Thus, “our task is to interpret the 

language of the writ of execution and the [notice] of sale to 

 

1. SJI also challenges the district court’s determination that, 

under rule 64(e)(1) of the Utah Rules of Civil Procedure, SJI 

waived its rights to challenge the sale by not replying to the writ 

of execution prior to the sale. Because we ultimately determine 

SJI’s purported rights could not have been affected by the 

constable’s sale, we need not address this issue on appeal.
JENCO v. Ledges Partners

20190151-CA 4 2020 UT App 42

determine what effect, if any, the sale had on” SJI’s rights. See 

ASC Utah, Inc. v. Wolf Mountain Resorts, LC, 2013 UT 24, ¶ 7, 309 

P.3d 201.

ANALYSIS

¶9 The plain language of the writ of execution stated that the 

constable was to collect on JENCO’s judgment by selling the 

“interest, right, title, and equity” of Ledges in the option 

agreement. These documents did not authorize the constable to 

convey any other interest in the option agreement or give notice 

that other interests were subject to sale. Cf. ASC Utah, Inc. v. Wolf 

Mountain Resorts, LC, 2013 UT 24, ¶¶ 8–9, 309 P.3d 201 

(interpreting language in a writ of sale purporting to convey “all 

rights, title, claims and interests” of a plaintiff in a cause of 

action to exclude the plaintiff’s right to appeal, which was not 

explicitly listed (quotation simplified)).

¶10 SJI asserts that as of December 8, 2010, Ledges no longer 

had any interest in the option agreement because it had 

conveyed all of its interest to SJI. If this is true, then the option 

agreement could not have been transferred to JENCO by way of

the execution sale because the writ authorized the sale of only 

Ledges’ interest.

¶11 JENCO, however, asserts that Ledges’ purported 

conveyance to SJI of its interest in the option agreement is a 

sham. It maintains that the Assignment of Interest Agreement is 

not authentic and that there is no evidence that SJI gave 

consideration for the transfer. It also points to emails from 

Kuhni, one sent a year before the sale and one just after the sale, 

in which Kuhni represented that the option agreement is Ledges’ 

“only remaining asset.” If JENCO is correct that the purported 

December 8, 2010 transfer was defective, then SJI cannot prevail 

in any attempt to set aside the execution sale because it cannot 

be deemed to have an interest in the option agreement.
JENCO v. Ledges Partners

20190151-CA 5 2020 UT App 42

¶12 The district court did not directly address the question of 

whether the December 8, 2010 Assignment of Interest 

Agreement effectively conveyed Ledges’ interest in the option 

agreement to SJI. Rather, the district court appeared to conclude 

that all of SJI’s arguments were waived by SJI’s failure to

respond to the writ of execution. However, the writ of execution 

did not seek to execute on SJI’s purported rights or on the option 

agreement as a whole—it applied only to Ledges’ “interest, 

right, title, and equity” in the option agreement. Thus, the court 

could not confirm a sale of all interest in the option agreement to 

JENCO unless it first determined that SJI’s purported interest in 

the option agreement was invalid. We therefore find it necessary 

to reverse the district court’s order confirming the sale and 

remand for further proceedings. We also reverse and remand the 

court’s dismissal of SJI’s counterclaim.

¶13 If the court determines that Ledges effectively conveyed

its interest in the option agreement to SJI, then the constable’s 

sale could not have conveyed the option agreement, in its 

entirety, to JENCO. On the other hand, if the 2010 assignment

was not valid, then SJI cannot claim an interest in the option 

agreement and has no basis to challenge the sale. The sale could 

then be confirmed and SJI’s counterclaim dismissed.

CONCLUSION

¶14 We determine that the writ of execution authorized the 

constable to sell only Ledges’ interest in the option agreement. 

Therefore, any interest SJI may have had in the agreement could 

not have been conveyed to JENCO, as only Ledges’ interest 

could be effectively conveyed. In light of this determination, we 

must reverse the district court’s ruling and remand for a 

determination of whether the 2010 assignment conveyed the 

option agreement to SJI.