2017 UT App 81

THE UTAH COURT OF APPEALS

AFTON B. THOMAS,

Appellant,

v.

GEORGE TENNYSON MATTENA, JODY K. MATTENA, AND BAD LANDS 

BOW HUNTERS LLC,

Appellees.

Opinion

No. 20150987-CA

Filed May 11, 2017

Third District Court, Salt Lake Department

The Honorable Ryan M. Harris

No. 130905157

Brett D. Cragun, Attorney for Appellant

John V. Mayer, Attorney for Appellees

JUDGE MICHELE M. CHRISTIANSEN authored this Opinion, in 

which JUDGES GREGORY K. ORME and J. FREDERIC VOROS JR.

concurred.

CHRISTIANSEN, Judge:

¶1 This case concerns the enforceability of a promissory note 

memorializing a loan made to a limited-liability company when

the promissory note does not contain personal liability terms. 

We conclude that the district court did not plainly err in 

determining that the note was enforceable against the company 

but not the individual signers, and we therefore affirm.

¶2 Afton B. Thomas was the trustee of several trusts, 

including the Kent E. Thomas Marital Trust. Jody K. Mattena is a 

contingent beneficiary of that trust. She and George Tennyson 

Mattena own Bad Lands Bow Hunters LLC (Bad Lands).
Thomas v. Mattena

20150987-CA 2 2017 UT App 81

¶3 In 2011, these parties met to discuss the use of a building 

owned by the trust. The parties agreed that Bad Lands would 

lease the building. The lease terms were not reduced to a writing

signed by all of the parties. However, the parties understood 

that the Mattenas would be personally responsible for paying 

the lease if Bad Lands did not.

¶4 Also in 2011, Thomas loaned $200,000 to Bad Lands from 

the trust. This money was to be used for improvements to the

building and to fund the company’s start up costs. Later, 

Thomas increased the loan to a total of $300,000. The Mattenas

executed a promissory note, but, as the district court found, the 

wording was “ambiguous and was not clearly drafted to indicate 

individual liability.” The disbursement checks from the trust 

were made out to Bad Lands, not the Mattenas. While Thomas 

believed Bad Lands and the Mattenas would be jointly liable for 

repaying the loan, the Mattenas did not share that belief. Instead, 

they believed liability for loan repayment would mirror the 

terms of a business loan previously made by Thomas to Jody 

Mattena’s half sister, which did not include any provision for

personal liability.

¶5 In 2013, Thomas brought suit on behalf of the trust

against Bad Lands and the Mattenas for missing payments on 

the lease and loan. At the conclusion of the bench trial, the 

district court ruled that Bad Lands and the Mattenas were jointly 

liable for amounts due under the lease. But the court also ruled 

that, because “there was never a meeting of the minds between 

the parties as to personal liability or personal responsibility” for 

the loan, only Bad Lands was responsible for repaying the loan.

¶6 On appeal, Thomas contends that no contract could exist 

in the absence of a meeting of the minds on the Mattenas’s 

personal liability for the loan, and thus that the district court 

erred in ruling that Bad Lands was solely responsible for 

repaying the loan. Whether a contract exists is a legal 
Thomas v. Mattena

20150987-CA 3 2017 UT App 81

determination, and we therefore review a district court’s 

conclusion as to that issue for correctness. See Cea v. Hoffman, 

2012 UT App 101, ¶ 9, 276 P.3d 1178.

¶7 We first address preservation. An issue is preserved for 

appeal when it has been presented to the district court in such a

way that the district court had the opportunity to address it.

Wohnoutka v. Kelley, 2014 UT App 154, ¶ 4, 330 P.3d 762. When 

an issue has not been so preserved, it is usually deemed waived. 

Id. ¶ 3. “The preservation requirement is based on the premise 

that, in the interest of orderly procedure, the trial court ought to 

be given an opportunity to address a claimed error and, if 

appropriate, correct it.” Id. (citation and internal quotation marks 

omitted).

¶8 Here, Thomas claims the “issue was preserved for appeal 

by the following: Findings of Fact and Conclusions of Law.” This 

document memorializes the district court’s evidentiary findings 

as to the underlying facts and the court’s legal conclusion that 

Thomas “did not carry her burden of proving that any personal 

liability for the Bad Lands Loan attaches to the Mattenas 

individually.” But nothing in the ruling suggests that Thomas 

ever argued to the district court that no loan contract existed at 

all as a result of the parties’ failure to come to a meeting of the 

minds on the personal-liability issue. See State v. Kennedy, 2015 

UT App 152, ¶ 21, 354 P.3d 775 (noting that, to preserve an issue 

for appeal, “[t]he appellant must present the legal basis for her 

claim to the trial court, not merely the underlying facts or a 

tangentially related claim”); see also Prime Ins. Co. v. Graves, 2016 

UT App 23, ¶ 10, 367 P.3d 1029 (same); Wohnoutka, 2014 UT App 

154, ¶ 8 (ruling an issue unpreserved where the appellant “takes 

the evidence introduced in support of his preserved but 

unsuccessful contract claim and reweaves the constituent 

evidentiary threads into a new legal theory”). We therefore 

conclude that Thomas did not preserve her issue for appeal.
Thomas v. Mattena

20150987-CA 4 2017 UT App 81

¶9 Thomas asserts that we may nonetheless review her claim 

pursuant to the plain-error doctrine. To obtain relief via the 

plain-error doctrine, an appellant must “show the existence of a 

harmful error that should have been obvious to the district

court.” State v. Waterfield, 2014 UT App 67, ¶ 18, 322 P.3d 1194.

¶10 Thomas’s appeal rests on her claim that the district court 

failed to recognize, sua sponte, the legal significance of certain 

language in the court’s own ruling as drafted by Thomas:

specifically, that “there was never a meeting of the minds 

between the parties as to personal liability or personal 

responsibility.” Thomas notes that Utah case law “is clear that 

there must be a meeting of the minds to create a contract.” She 

then asserts that “[t]he issue of personal liability for the loan is 

one that is integral and important to an agreement. Because 

there was no meeting of the minds on this issue, the Bad Lands 

Loan was not an enforceable contract.” In short, she claims that a 

failure to come to an agreement regarding personal liability for a 

business loan renders the remainder of the loan contract invalid.

¶11 “It is fundamental that a meeting of the minds on the 

integral features of an agreement is essential to the formation of 

a contract.” Nielsen v. Gold’s Gym, 2003 UT 37, ¶ 11, 78 P.3d 600

(citation and internal quotation marks omitted). “A contract may 

be enforced even though some contract terms may be missing or 

left to be agreed upon, but if the essential terms are so uncertain 

that there is no basis for deciding whether the agreement has 

been kept or broken, there is no contract.” Id. ¶ 12 (citation and 

internal quotation marks omitted). We are not aware of any 

authority holding that a personal-liability clause is an integral 

feature or essential term of a business-loan contract, the absence 

of which is fatal to the enforceability of the contract. Nor does 

Thomas refer us to any.

¶12 Moreover, the absence of a personal-liability clause likely 

indicates that the parties are satisfied with the default rule. See
Thomas v. Mattena

20150987-CA 5 2017 UT App 81

Utah Code Ann. § 48-2c-601 (LexisNexis 2010) (providing the 

general rule that “no organizer, member, manager, or employee 

of a [limited-liability] company is personally liable . . . for a debt, 

obligation, or liability of the company”).1 Like the absence of 

other ancillary provisions, such as arbitration and attorney-fee 

clauses, the omission of a personal-liability clause does not seem

to render the contract “so uncertain that there is no basis for 

deciding whether the agreement has been kept or broken.” 

Nielsen, 2003 UT 37, ¶ 12. But we need not and do not decide this 

question today, because our review is limited by the plain-error 

doctrine.

¶13 Under the plain-error doctrine, we will only reverse when 

the appellant has demonstrated “a harmful error that should 

have been obvious to the district court.” Waterfield, 2014 UT App 

67, ¶ 18. “To establish that the error should have been obvious to 

the trial court, the appellant must show that the law governing 

the error was clear at the time the alleged error was made.” State 

v. Davis, 2013 UT App 228, ¶ 32, 311 P.3d 538 (brackets, citation, 

and internal quotation marks omitted). “Thus, an error is not 

obvious if there is no settled appellate law to guide the trial 

court.” Id. (citation and internal quotation marks omitted).

¶14 On appeal, Thomas bears the burden of identifying 

supporting authority for the proposition that personal-liability 

clauses are integral features of business-loan contracts. See Utah 

R. App. 24(a)(9). Her failure to do so suggests that none exists. 

And, indeed, our independent research has also failed to 

uncover any such authority. See Giles v. Mineral Resources Int’l, 

 

1. We note that the promissory note and the disbursement 

checks identified the recipient of the loan funds as Bad Lands 

Bow Hunting LLC, which is a limited-liability company and, of 

course, exactly the type of entity an individual would create to 

avoid personal liability.
Thomas v. Mattena

20150987-CA 6 2017 UT App 81

Inc., 2014 UT App 259, ¶ 12, 338 P.3d 825 (noting that an 

appellate court is under no obligation to “‘save an appeal by 

remedying the deficiencies of an appellant’s brief’” (citation 

omitted)); cf. Cessna Fin. Corp. v. Meyer, 575 P.2d 1048, 1050–51

(Utah 1978) (holding that, where contracting parties had 

included a personal-liability provision but left a blank line 

instead of specifying the limit of such liability, such omission did 

not affect the validity of the provision or contract). Because there 

is no settled appellate law as to the dubious proposition that a 

personal-liability clause is an integral feature of a business-loan 

contract, Thomas cannot establish the existence of an error that 

should have been obvious to the district court. See Davis, 2013 

UT App 228, ¶ 32. And in the absence of an obvious error, relief 

is not available via the plain-error doctrine. Waterfield, 2014 UT 

App 67, ¶ 18.

¶15 In sum, Thomas brought suit against Bad Lands and the 

Mattenas, asserting that they had failed to perform under a 

contract. Thomas did not argue to the district court that no 

contract existed due to the absence of a personal-liability clause

or that such a clause was an integral feature of a business-loan 

contract. The issue was therefore not preserved for appeal. And 

the plain-error exception to the preservation requirement does 

not apply here, because there is no settled law on this issue.

¶16 Affirmed.