2020 UT App 144

THE UTAH COURT OF APPEALS

GREYHOUND LINES, INC.,

Appellant and Cross-appellee,

v.

UTAH TRANSIT AUTHORITY,

Appellee and Cross-appellant.

Opinion

No. 20190523-CA

Filed October 22, 2020

Third District Court, Salt Lake Department

The Honorable Royal I. Hansen

No. 140902511

Sarah E. Spencer, Attorney for Appellant and 

Cross-appellee

Scott M. Petersen, David N. Kelley, and Sarah C. 

Vaughn, Attorneys for Appellee and Cross-appellant

JUDGE RYAN M. HARRIS authored this Opinion, in which JUDGES

MICHELE M. CHRISTIANSEN FORSTER and DIANA HAGEN

concurred.

HARRIS, Judge:

¶1 Greyhound Lines, Inc. (Greyhound) and Utah Transit 

Authority (UTA) sued each other, each asserting that the other 

had breached the terms of a long-term lease agreement (the 

Lease Agreement). On cross-motions for summary judgment, the 

district court ruled in favor of UTA. Greyhound appeals that 

ruling. In a cross-appeal, UTA questions our appellate 

jurisdiction and, relatedly, seeks reversal of a subsequent order 

in which the district court construed its first summary judgment 

order as not fully disposing of UTA’s claim for breach of the 

Lease Agreement. Because we affirm the subsequent order, at 

least insofar as it determined that the earlier orders did not 
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completely resolve the case, we conclude that we have 

jurisdiction to consider Greyhound’s appeal. On the merits of 

that appeal, we reverse the district court’s summary judgment 

order, and remand for further proceedings.

BACKGROUND

The Lease Agreement

¶2 In 2005, Salt Lake City agreed to lease part of its 

downtown transport facility (the Intermodal Hub) to Greyhound 

for use as an interstate passenger bus terminal, and in 2007 UTA 

assumed all of Salt Lake City’s rights and obligations under the 

Lease Agreement. The parties agreed that the term of the Lease 

Agreement would be forty years. Under the Lease Agreement, 

Greyhound agreed to purchase liability insurance that covered 

UTA against third-party claims, and UTA agreed to assume 

certain maintenance obligations, including the responsibility for 

snow removal at the Intermodal Hub.

¶3 Specifically, under a provision captioned “Third Party 

Liability,” Greyhound agreed to “secure and maintain,” “at its

own cost and expense,” a “[c]ommercial general liability 

insurance” policy “with [UTA] named as an additional insured, 

in the minimum amount of $1,000,000 per occurrence with 

a $5,000,000 general aggregate.” The Lease Agreement is 

silent with regard to the permissible size of any deductible 

associated with the policy. But the agreement does specify 

that the policy is to cover “liabilities and claims for damages 

for personal injury, bodily injury,” and “property damage 

that may arise from [Greyhound’s] use” of the Intermodal 

Hub. In a previous case, our supreme court was asked to 

interpret this provision, and held that it obligated Greyhound to 

purchase a policy that “covered UTA’s negligent acts.” Utah 

Transit Auth. v. Greyhound Lines, Inc. (Greyhound I), 2015 UT 53,

¶ 6, 355 P.3d 947.
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¶4 The parties agreed to split responsibility for maintenance 

of the Intermodal Hub, with Greyhound generally assuming 

day-to-day obligations, including keeping the premises “in a 

clean, sanitary and orderly condition and free of dirt, debris, 

[and] weeds,” and UTA generally assuming longer-term 

obligations, including “repair and replacement work required 

. . . by virtue of . . . reasonable wear and tear.” However, snow 

removal obligations were clearly assigned to UTA, with the 

parties agreeing that UTA “shall be responsible for maintaining 

and removing snow from” the premises.

¶5 The parties also agreed to indemnify each other under 

various circumstances. Greyhound agreed to indemnify UTA 

for, among other things, damage caused to UTA by Greyhound’s 

negligence or breach of the Lease Agreement. For its part, UTA 

agreed to indemnify Greyhound for damage “arising out of or 

by reason of [UTA]’s negligent or willful acts or omissions 

relating to any of its undertakings hereunder.”

¶6 In addition, the parties agreed that if, after receiving 

written notice, either party refused to comply with its 

contractual obligations, the aggrieved party “may at its option

. . . make performance for the other and for such purposes 

advance such amount as may be necessary,” and “[a]ny amount 

so advanced or expenses incurred . . . shall be immediately due

and payable by the defaulting [p]arty.”

¶7 Finally, the parties agreed that, “[i]n the event either 

[p]arty enforces the terms” of the Lease Agreement “by suit or 

otherwise, the [p]arty found to be at fault by a court of 

competent jurisdiction shall pay the cost and expense incurred 

thereby, including reasonable attorney’s fees.”

Greyhound I

¶8 In 2008, a “Greyhound passenger . . . fell from a concrete 

pedestrian ramp” at the Intermodal Hub. See Greyhound I, 2015 

UT 53, ¶¶ 4, 8. “UTA admitted negligence in not installing a 
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handrail on the pedestrian ramp.” Id. ¶ 4. Claiming injury, the 

passenger submitted a claim to UTA, which settled the claim by 

paying the passenger $50,000. Id. UTA then asked Greyhound to 

“reimburse it for the cost of the claim,” and Greyhound refused. 

Id. UTA filed suit against Greyhound, alleging that Greyhound 

had breached the Lease Agreement by failing to procure an 

insurance policy that would have covered the claim. Id. ¶ 3. 

Greyhound defended the case by asserting that, because the 

Lease Agreement’s insurance provision did not specifically state 

that the policy had to cover UTA’s negligent acts, the provision 

should be construed strictly so as not to contain any such 

requirement. Id. Our supreme court rejected that argument, 

declining Greyhound’s invitation to construe the provision 

strictly, and holding that Greyhound’s contractual obligation 

“included the duty to provide insurance that covered UTA’s 

negligent acts.” Id. ¶ 6; see also id. ¶ 37 (stating that “commercial 

general liability insurance is usually understood to cover the 

insured’s negligence,” and holding that, “[i]n refusing to either 

procure insurance or reimburse UTA for the money UTA paid in 

the settlement . . . , Greyhound breached the Lease Agreement”).

¶9 In reaching that conclusion, the court also rejected 

Greyhound’s argument that the court’s interpretation of the 

Lease Agreement would render superfluous UTA’s 

indemnification and maintenance obligations. See id. ¶ 40. The 

court noted that, when the indemnification provision and the 

insurance provision are considered together, “the independent 

utility of both provisions becomes apparent.” Id. ¶ 42. 

“Typically, the insurance coverage obtained through an 

insurance procurement agreement is narrower than a general 

indemnification,” because “insurance may carry a deductible or 

have a maximum limit,” while the “indemnity provision, by 

contrast, does not have limits or deductibles.” Id. ¶¶ 42–43. The 

court stated that “[a]ny amount not covered by insurance would 

fall under the indemnity provision.” Id. ¶ 43.

¶10 In a separate paragraph, the court addressed 

Greyhound’s argument that, “if UTA is insured for its own 
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negligence, then it is essentially relieved from the non-negligent 

performance of” its contractual maintenance obligations, id. ¶ 46,

including its obligation to remove snow. The court stated that 

“[t]his is not the case,” explaining that “[i]f Greyhound provided 

insurance and UTA breached a duty detailed in the Lease 

Agreement, Greyhound could sue UTA for breach and recover 

any damages that resulted,” including “any amount not covered 

by insurance, such as insurance deductibles, increases in insurance 

premiums, and attorney fees.” Id. (emphasis added).

Greyhound’s Insurance Policy

¶11 In 2010, Greyhound purchased from a third-party 

insurance carrier (Insurer) a commercial general liability policy

(Fronting Policy) covering operations at the Intermodal Hub. 

Greyhound was the “insured” under the Fronting Policy, and 

UTA was an “additional insured.” The Fronting Policy carried

liability limits of $5 million for each occurrence and a $10 million 

general aggregate. However, the Fronting Policy also carried a

$5 million deductible.

¶12 This type of policy is referred to as a “fronting policy,” 

because the insurance carrier is obligated to pay the claim up 

front, even though it has the right to recover the claim amount 

back from the insured, in the form of a deductible equivalent to 

the policy’s limit.1 Greyhound asserts—and UTA does not 

dispute—that, under the Fronting Policy, it is the responsibility 

of the insured—and not any additional named insured—to pay 

the deductible. The policy Greyhound obtained thus obligated

Greyhound—and not UTA—to satisfy the deductible. Stated 

another way, under the Fronting Policy purchased by 

 

1. A fronting policy, in its “most common form,” is an insurance 

policy where “an insurer issues a liability policy to a commercial 

insured with a deductible that equals the policy’s liability 

limits.” Douglas R. Richmond, Getting a Fix on Fronting Policies, 

31 Ins. Litig. Rep. 629, 629 (2009). 
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Greyhound, Insurer was responsible to defend and indemnify 

UTA against third-party claims, starting at dollar one, even if 

those claims were less than the deductible amount, and even if 

Insurer had the right to recover from Greyhound any amount it 

paid to defend or indemnify UTA.

¶13 The Fronting Policy was in effect for all of 2013, when the 

events giving rise to this case transpired.

The Present Case

¶14 In January 2013, a patron slipped and fell on snowcovered stairs at the Intermodal Hub. At her deposition, the 

patron stated that, on the day she fell, there was “a ton of snow” 

on the stairs, perhaps “five to seven” inches of it, with “a lot of 

ice underneath that [she could] not see,” and it appeared that it 

had been “days” since the snow and ice had “been cleared.” 

UTA did not dispute these facts during the summary judgment 

briefing, and there exists no evidence in the record that UTA 

conducted any snow removal operations in the time period prior 

to the patron’s fall. Alleging injury, the patron submitted a claim 

to Greyhound. Even though, as described above, it had 

purchased the Fronting Policy, Greyhound did not submit the 

claim to Insurer; instead, Greyhound settled the claim by paying

the patron $1,000 in exchange for a release of liability for both 

Greyhound and UTA.

¶15 Greyhound then sued UTA, seeking recovery of the 

$1,000 it had paid to the patron as damages for UTA’s breach of 

the snow removal and indemnification provisions of the Lease 

Agreement, and seeking a declaratory judgment that UTA had 

breached the Lease Agreement by, among other things, failing to 

remove the snow. UTA counterclaimed, asserting that 

Greyhound had breached its insurance obligation under the 

terms of the Lease Agreement, as well as the implied covenant of 

good faith and fair dealing, by purchasing a policy with a $5 

million deductible. In its counterclaim, UTA sought to recover, 

as damages resulting from Greyhound’s breach of contract, 
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compensation “in an amount to be proven at trial” for the “time, 

energy, and money” it spent in “receiving and reviewing claims 

submitted that are related to Greyhound’s use of the leased 

premises.” Both sides asked for an award of attorney fees.

¶16 After some discovery, both sides filed cross-motions for 

summary judgment; each sought complete summary judgment 

on all claims and counterclaims filed in the case. After full 

briefing, the district court held oral argument, and after taking 

the matter under advisement, the court issued a written decision 

(First Order) granting UTA’s motion, at least in large part, and 

denying Greyhound’s. The court explained that, although “[a]t 

first glance, it appears” that the Fronting Policy “complies with”

the Lease Agreement, Greyhound’s “procurement of a . . . policy

with a $5 million deductible effectively exposes [UTA] to liability 

for any amount less than $5 million—far short of the coverage of 

$1 million per occurrence contemplated in the Lease 

Agreement.” In summary, the court determined that, because 

Greyhound “has yet to obtain third-party insurance in 

accordance with . . . the Lease Agreement, [UTA] is entitled to 

judgment as a matter of law that [Greyhound] remains in breach 

of the Lease Agreement,” and that Greyhound is “responsible 

for insuring [UTA] for the damages claimed” by the injured

patron. On the basis of that ruling, the court also dismissed 

Greyhound’s claims for breach of contract and declaratory relief

“with prejudice and on the merits.” The court stated that UTA 

was entitled to “judgment as a matter of law” on its 

counterclaims for breach of contract and for declaratory relief, 

and awarded UTA attorney fees for “having prevailed on” those 

claims. The court did not discuss the damages aspect of UTA’s 

breach of contract claim, and specifically left open the entirety of 

UTA’s claim for breach of the implied covenant of good faith 

and fair dealing.

¶17 Greyhound filed an appeal shortly thereafter, which we 

later dismissed for lack of appellate jurisdiction, because the 

First Order had not fully disposed of all the claims pending 

before the court. After the parties realized that the district court 
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had not summarily disposed of UTA’s counterclaim for violation 

of the implied covenant of good faith and fair dealing, they 

stipulated to the dismissal of that counterclaim, and the court 

signed an order (Second Order) dismissing it.

¶18 Neither side filed any immediate appeal following entry 

of the Second Order. Instead, after several months had elapsed, 

and after the first appeal was dismissed, Greyhound filed 

another motion for summary judgment, taking the position that 

the First Order had not completely disposed of UTA’s 

counterclaim for breach of contract, but instead had been in the 

nature of a partial summary judgment as to liability. Greyhound 

pointed out that, in the First Order, the court stated that UTA 

was “entitled to judgment as a matter of law that [Greyhound] 

remained in breach of the Lease Agreement” for failing to 

purchase adequate insurance, and that Greyhound is 

“responsible for insuring [UTA] for the damages claimed” by the 

patron, but noted that the court had not considered the question 

of whether, and to what extent, UTA was entitled to an award of 

damages on its claim for breach of contract. In its motion, 

Greyhound asked the court to “enter a final judgment on all 

claims asserted” in the case and to specifically determine, as a 

matter of law, that UTA was not entitled to damages relating to 

Greyhound’s breach of contract.

¶19 In response, UTA asserted that Greyhound’s motion was 

filed “years too late,” and that the motion was “entirely 

inappropriate because there [was] nothing remaining on which 

summary judgment [could] be granted.” According to UTA, the 

First Order had completely resolved its counterclaim for breach 

of all terms of the contract other than the implied covenant of 

good faith and fair dealing, and “the judgment became final . . . 

the moment that the [district c]ourt entered” the Second Order

“because each and every cause of action at issue in the lawsuit 

(both of Greyhound’s claims and all three of UTA’s 

counterclaims) had been dealt with.” UTA asserted that the fact 

that the district court “had already awarded fees and costs to 

UTA as a consequence of Greyhound’s breach of contract” was 
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proof of the First Order’s finality and disposition of UTA’s 

counterclaim for breach of contract.

¶20 After full briefing, but without oral argument, the 

court issued another order (Third Order), in which it 

interpreted its own First Order narrowly, determining that 

the First Order had not fully disposed of UTA’s counterclaim 

for breach of contract, because in that order “[t]he Court 

declined to address” UTA’s claim for consequential damages

arising from this counterclaim, and that the issue of UTA’s 

entitlement to such damages “remain[ed] unresolved at this 

juncture.” The court then proceeded to address Greyhound’s 

motion on the merits, and determined that UTA had failed to 

provide evidence of any consequential damages relating to 

Greyhound’s breach of contract. Accordingly, the court 

entered summary judgment in favor of Greyhound on what it 

viewed as the last remaining piece of UTA’s counterclaim for 

breach of contract.

ISSUES AND STANDARDS OF REVIEW

¶21 Following entry of the Third Order, Greyhound filed this 

appeal, raising two issues for our review. First, Greyhound 

challenges the district court’s determination, made on summary 

judgment in the First Order, that its purchase of the Fronting 

Policy violated the terms of the Lease Agreement’s insurance 

procurement provision. Second, Greyhound challenges the 

court’s rulings, also on summary judgment in the First Order, 

regarding its claims against UTA for declaratory judgment and 

breach of contract related to UTA’s snow removal obligations. 

Summary judgment is appropriate only when “the moving party 

shows that there is no genuine dispute as to any material fact 

and the moving party is entitled to judgment as a matter of law.” 

Utah R. Civ. P. 56(a). And we “review a district court’s legal 

conclusions and ultimate grant or denial of summary judgment

for correctness, viewing the facts and all reasonable inferences 

drawn therefrom in the light most favorable to the nonmoving 
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party.” Penunuri v. Sundance Partners, Ltd., 2017 UT 54, ¶ 14, 423 

P.3d 1150 (quotation simplified).

¶22 UTA cross-appeals, and asserts that we lack jurisdiction to 

reach the merits of Greyhound’s appellate arguments because, 

UTA contends, Greyhound’s appeal was not timely filed. UTA 

argues that the case was over following entry of the Second 

Order, and that the district court’s later determination in the 

Third Order—that the First Order had not fully disposed of its 

counterclaim for breach of contract—was incorrect. UTA reasons 

that any timely appeal by Greyhound would have had to have 

been filed within thirty days of entry of the Second Order, and 

that Greyhound’s appeal—filed within thirty days of the Third 

Order—is therefore untimely. “Whether appellate jurisdiction 

exists is a question of law.” Code v. Utah Dep't of Health, 2007 UT 

43, ¶ 3, 162 P.3d 1097.

¶23 Finally, as they did at the district court level, both sides 

make claims for attorney fees on appeal. “Whether attorney fees 

are recoverable is a question of law, which we review for 

correctness.” Fisher v. Davidhizar, 2018 UT App 153, ¶ 9, 436 P.3d 

123 (quotation simplified); accord Gardiner v. Anderson, 2018 UT 

App 167, ¶ 15, 436 P.3d 237. “[E]ntitlement to attorney fees on 

appeal is a matter for us to determine in the first instance.” 

Tronson v. Eagar, 2019 UT App 212, ¶ 15, 457 P.3d 407.

¶24 Because a challenge to appellate jurisdiction presents “a 

threshold issue that we must resolve before we may address the 

appellant’s substantive issues,” In re K.F., 2009 UT 4, ¶ 21, 201 

P.3d 985, we begin by addressing the jurisdictional questions 

raised by UTA’s cross-appeal, see A.S. v. R.S., 2017 UT 77, ¶ 35

n.12, 416 P.3d 465 (stating that “[w]hether a court has 

jurisdiction to reach the merits of a particular case because of 

procedural defects . . . is a determination” that an appellate court 

“should consider at the outset of every case”). After concluding 

that we have jurisdiction to address the merits of Greyhound’s 

appeal, we proceed to do so, and then conclude by addressing 

the parties’ respective requests for attorney fees.
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ANALYSIS

I

¶25 The basis for UTA’s jurisdictional challenge is its 

contention that Greyhound’s appeal was not timely filed. “It is 

axiomatic in this jurisdiction that failure to timely perfect an 

appeal is a jurisdictional failure requiring dismissal.” Workers 

Comp. Fund v. Argonaut Ins. Co., 2011 UT 61, ¶ 10, 266 P.3d 792

(quotation simplified). Subject to exceptions not pertinent here, a

timely appeal is one that is filed “within 30 days after the date of 

entry” of the final judgment in the underlying case. Utah R. App. 

P. 4(a). Greyhound filed its notice of appeal within thirty days of 

the date of entry of the Third Order, which the district court 

determined was the order that finally resolved all of the claims 

in the case. If the Third Order was the final judgment in the case, 

then Greyhound’s appeal is timely.

¶26 UTA, however, asserts that the Second Order fully and 

completely resolved all issues in the case, and that any timely 

appeal in this case must have been filed within thirty days of the 

date of entry of the Second Order. UTA maintains that the First 

Order completely resolved all claims and counterclaims in the 

case, other than its second counterclaim for breach of the implied 

covenant of good faith and fair dealing, and that the Second 

Order then resolved the one unresolved claim. In particular, 

UTA asserts that its counterclaim for breach of the terms of the 

Lease Agreement other than the implied covenant—its first claim 

for relief—was fully resolved by the First Order. UTA posits that 

the Third Order was unnecessary, and it challenges the district 

court’s determination, in the Third Order, that the First Order 

did not completely resolve its breach of contract claim.

¶27 UTA’s argument is not without force. In the First Order, 

the district court stated that UTA was “entitled to judgment as a 

matter of law with regard to its first (breach of contract) and 

third (declaratory judgment) counterclaims,” and stated that 

UTA, “having prevailed on its breach of contract claim,” was 
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“entitled to an award of attorney fees.” But while it is possible to 

interpret this language as completely disposing of UTA’s first 

claim for relief, that is not the only reasonable interpretation, 

especially when the court’s language is read in conjunction with 

UTA’s counterclaim and with other language in the First Order.

¶28 In its counterclaim for breach of contract, UTA asked for 

damages to compensate it for the “time, energy, and money” it 

expended in “receiving and reviewing claims submitted that are 

related to Greyhound’s use of the leased premises.” And 

nowhere in the First Order did the district court purport to make 

any ruling, one way or the other, on any such claim for damages. 

Moreover, in another place in the First Order, the district court 

phrased UTA’s entitlement to judgment as a matter of law in 

more limited terms, stating that UTA was “entitled to judgment 

as a matter of law that [Greyhound] remains in breach of the 

Lease Agreement.” Viewed in this way, it is possible to interpret 

the First Order as making an order of partial summary 

judgment—as to breach and liability only, but not as to 

damages—on UTA’s first claim for breach of contract.

¶29 And the district court’s award of attorney fees in 

connection with the First Order does not require the First Order 

to be interpreted in the manner UTA urges. Without a doubt, 

UTA was the prevailing party on the motion, and may well have 

been entitled, under the terms of the Lease Agreement, to an 

award of attorney fees incurred in litigating the motion. But we 

disagree with UTA’s argument, made here on appeal, that the 

award of attorney fees made in connection with the First Order 

was intended to be an award of consequential damages for 

breach of contract. Under Utah law, attorney fees may 

sometimes be awarded as a component of a claimant’s 

consequential damages, but generally “only in the limited 

situation where the defendant’s breach of contract foreseeably 

caused the plaintiff to incur attorney fees through litigation with 

a third party.” See Collier v. Heinz, 827 P.2d 982, 983 (Utah Ct. 

App. 1992). That is not the case here; indeed, the attorney fees 

declaration UTA submitted in the wake of the First Order made 
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clear that the fees being claimed were fees incurred in litigating 

against Greyhound in this case, rather than fees incurred in 

litigating against third parties in separate cases.

¶30 In this instance, the district court—which composed and 

signed the First Order—was asked to determine its scope and,

after full briefing by the parties, interpreted that order as not 

having completely resolved UTA’s counterclaim for breach of 

contract. In a situation like this, we afford great deference to a 

district court’s interpretation of its own order and review such 

an interpretation only for abuse of discretion. See Uintah Basin 

Med. Center v. Hardy, 2008 UT 15, ¶ 9, 179 P.3d 786 (“A court’s 

interpretation of its own order is reviewed for clear abuse of 

discretion and we afford the district court great deference.” 

(quotation simplified)). Here, we perceive no abuse of discretion 

in the court’s interpretation of its First Order.

¶31 Accordingly, the First Order—as interpreted by the 

district court, within its discretion—contained only an order of 

partial summary judgment, as to breach and liability but not as 

to damages, on UTA’s counterclaim for breach of contract. The 

First Order therefore did not completely resolve that claim, and 

neither did the Second Order, which spoke only to UTA’s second 

counterclaim for breach of the implied covenant of good faith 

and fair dealing. As the district court interpreted its own orders, 

UTA’s counterclaim for breach of contract was not completely 

resolved until the Third Order, and therefore Greyhound’s 

notice of appeal—filed within thirty days of the Third Order—

was timely. We have jurisdiction to consider the merits of 

Greyhound’s appeal.

II

¶32 On the merits of that appeal, Greyhound asks us to 

examine the district court’s summary judgment rulings with 

regard to two separate claims: UTA’s counterclaim that 

Greyhound breached the insurance procurement provision of 

the Lease Agreement, and Greyhound’s affirmative claim that 
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UTA breached the snow removal provisions of the Lease 

Agreement. Both sides moved for summary judgment in their 

respective favor on those claims, and the district court ruled in 

favor of UTA on both fronts. Greyhound asks us to reverse the 

district court’s entry of summary judgment on these claims in 

UTA’s favor, and to remand with instructions for entry of 

summary judgment on these claims in its favor. We discuss these 

two claims, in turn, starting with UTA’s counterclaim for breach 

of the insurance procurement provision.

A

¶33 In its counterclaim for breach of contract, UTA asserted 

that Greyhound failed to comply with its obligations under the 

Lease Agreement’s insurance procurement provision. It argued 

that the Fronting Policy Greyhound purchased did not provide 

coverage for UTA, because it carried a $5 million deductible. The 

district court agreed, stating that Greyhound’s purchase of a 

“policy with a $5 million deductible effectively exposes [UTA] to 

liability for any amount less than $5 million—far short of the 

coverage of $1 million per occurrence contemplated in the Lease 

Agreement.” Greyhound challenges that ruling, asserting that 

the court misunderstood the scope and effect of the Fronting 

Policy. We agree with Greyhound that the undisputed facts in 

the record regarding the Fronting Policy lead to the conclusion 

that Greyhound’s purchase of that policy satisfied—rather than 

violated—the provision of the Lease Agreement that required 

Greyhound to purchase insurance that protected UTA against 

third-party negligence claims.

¶34 The question presented is, at root, one of 

contractual interpretation. The “overriding principle” of 

contractual interpretation “is that the intentions of the parties 

are controlling.” Layton City v. Stevenson, 2014 UT 37, ¶ 21, 337 

P.3d 242 (quotation simplified). And the best indication of 

the parties’ intentions is the language they selected to express 

those intentions. See Central Fla. Invs., Inc. v. Parkwest Assocs., 

2002 UT 3, ¶ 12, 40 P.3d 599 (stating that “we first look to the 
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plain language within the four corners of the agreement to 

determine the intentions of the parties”). In reading and 

evaluating a contract’s language, we construe “each contract 

provision in relation to all of the others, with a view toward 

giving effect to all and ignoring none.” Café Rio, Inc. v. LarkinGifford-Overton, LLC, 2009 UT 27, ¶ 25, 207 P.3d 1235 (quotation 

simplified).

¶35 The Lease Agreement provides that Greyhound must 

“secure and maintain,” “at its own cost and expense,” a 

“[c]ommercial general liability insurance” policy “with [UTA] 

named as an additional insured, in the minimum amount of 

$1,000,000 per occurrence with a $5,000,000 general aggregate.” 

The Lease Agreement also states that the policy Greyhound 

obtains must cover “liabilities and claims for damages for 

personal injury, bodily injury,” and “property damage that may 

arise from [Greyhound’s] use” of the Intermodal Hub. As noted, 

our supreme court has held that this language requires 

Greyhound to purchase a policy that covers UTA’s negligent 

acts. See Greyhound I, 2015 UT 53, ¶ 6, 355 P.3d 947. Although the 

Lease Agreement contains specific language regarding the type 

of policy that must be purchased, as well as the limits of 

coverage, the Lease Agreement does not contain language 

discussing the permissible size of any deductible associated with 

the policy, and does not contain specific language assigning 

responsibility for paying any deductible.

¶36 However, the Lease Agreement does contain language 

requiring Greyhound—and not UTA—to cover the “cost[s] and 

expense[s]” associated with “secur[ing] and maintain[ing]” the 

policy. And in our view, the “costs and expenses” of any 

insurance policy include both the policy’s premiums as well as 

its deductibles. Certainly, the phrase “costs and expenses” must 

include the cost of the policy premium; after all, the premium is 

literally the cost paid to the insurer for the policy coverage in 

question. But since the size of an insurance policy’s premium 

bears an inversely proportional relationship to the size of the 

policy’s deductible, see, e.g., Daniels v. State Farm Mutual Auto.
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20190523-CA 16 2020 UT App 144

Ins. Co., 444 P.3d 582, 588 (Wash. 2019) (stating that “an insured 

pays a higher premium for a lower deductible”); Benjamin Moore 

& Co. v. Aetna Cas. & Surety Co., 843 A.2d 1094, 1108 (N.J. 2004) 

(discussing “the relationship between premiums and 

deductibles”); see also Michael Skolnick, Considerations in 

Purchasing and Using Malpractice Insurance, 18 Utah B.J. 14–15 

(Sept.–Oct. 2005) (“Generally speaking, the higher the 

deductible, the lower the premium.”), we think the phrase “costs 

and expenses” must fairly include the policy’s deductible too, 

especially where, as here, the Lease Agreement does not restrict 

Greyhound’s ability to select the size of the deductible. Indeed, 

Greyhound appears to share this understanding of the phrase 

“costs and expenses,” stating in its reply brief that, “[a]s long as 

the insurance obtained by Greyhound meets the minimum 

liability requirements and Greyhound pays the associated ‘costs 

and expenses,’ such as the deductible and premiums, the [Fronting 

P]olicy fulfills Greyhound’s insurance procurement obligations

under the Lease [Agreement].” (Emphasis added). In our view, 

that is exactly right.

¶37 Indeed, the undisputed facts in the record about 

the Fronting Policy’s characteristics conclusively demonstrate

that the Fronting Policy satisfies all of the other particulars of 

the Lease Agreement’s requirement that Greyhound purchase 

insurance to protect UTA against third-party negligence claims. 

The Fronting Policy covers UTA, as an “additional insured,” 

against third-party negligence claims. The Fronting Policy has 

a limit of $5 million per occurrence and a $10 million 

general aggregate, which are higher limits than the Lease 

Agreement requires. Although the Fronting Policy carries a $5 

million deductible, the Fronting Policy nevertheless provides 

valid and helpful coverage to UTA (if not to Greyhound), 

because Insurer must defend and indemnify UTA against thirdparty claims starting at dollar one, even though it retains the 

right to recover the deductible amount back from Greyhound. 

And as an “additional insured” rather than the “insured,” UTA 

bears no responsibility for reimbursing Insurer for that 

deductible.
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20190523-CA 17 2020 UT App 144

¶38 We appreciate UTA’s argument, accepted by the district 

court, that the $5 million deductible amount makes it appear as 

though the Fronting Policy provides only illusory coverage to 

UTA. But in reality, the characteristics of the Fronting Policy do 

not support this argument. Despite its illusory appearance, the 

Fronting Policy does provide meaningful coverage to UTA, and 

satisfies the Lease Agreement’s requirement that Greyhound 

“secure and maintain” insurance to protect UTA, at least so long 

as the phrase “costs and expenses” is construed to require 

Greyhound—and not UTA—to pay the rather large deductible.

If Greyhound were allowed to use the policy-selection discretion 

afforded to it under the Lease Agreement to purchase a policy 

with a relatively low premium but a $5 million deductible, and 

were then nevertheless allowed to pass the costs of that 

deductible on to UTA on a per-claim basis, the purchased 

coverage would indeed be illusory. The Fronting Policy meets 

the contractual requirements only if the phrase “costs and 

expenses” is construed to require Greyhound to carry the costs 

of the large deductible it selected.

¶39 In this case, Greyhound paid the premium and—by 

satisfying the injured patron with a $1,000 payment—effectively 

paid the applicable deductible. Accordingly, we conclude that 

the district court erred by determining, as a matter of law, that 

Greyhound had failed to satisfy its obligation under the Lease 

Agreement to provide third-party insurance coverage for UTA. 

The court’s entry of summary judgment in favor of UTA on that 

point was error; instead, the court should have concluded, on the 

record before it, that as a matter of law Greyhound had complied 

with the relevant contractual provision.

B

¶40 Greyhound next challenges the district court’s dismissal 

of its own affirmative claims for breach of contract and for 

declaratory relief, in which it had accused UTA of breaching the 

Lease Agreement by failing to remove snow. During the 

summary judgment briefing, Greyhound presented evidence (in 
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20190523-CA 18 2020 UT App 144

the form of deposition testimony from the patron who 

slipped and fell) that UTA had failed to remove snow at 

the Intermodal Hub in January 2013. In response, UTA made 

no effort to dispute the facts as recited by the injured patron, 

and offered only a simple denial—unsupported by any 

evidence, in the form of testimony, affidavits, documents, or 

otherwise—that it had “failed to provide snow maintenance and 

removal as required by the Lease Agreement.” This is 

insufficient. See Orvis v. Johnson, 2008 UT 2, ¶ 18, 177 P.3d 600 

(stating that, once a movant has satisfied its burden “by 

showing, by reference to the pleadings, depositions, answers to 

interrogatories, and admissions on file, together with the 

affidavits, if any,” that no genuine issue of material fact exists, 

the nonmoving party “may not rest upon the mere allegations or 

denials of the pleadings, but must set forth specific facts 

showing that there is a genuine issue for trial” (quotation 

simplified)); Waddoups v. Amalgamated Sugar Co., 2002 UT 69, 

¶ 31, 54 P.3d 1054 (“The nonmoving party must submit more 

than just conclusory assertions that an issue of material fact 

exists to establish a genuine issue.”). Instead of attempting to 

dispute Greyhound’s facts with evidence, it merely asserted that 

the facts recited by the injured patron did “not matter,” due to 

Greyhound’s failure to procure insurance that would have 

covered the claim. The district court agreed with UTA and, after 

concluding that Greyhound had failed to procure the required 

insurance, dismissed Greyhound’s claims for breach of contract 

and declaratory relief without further comment. Greyhound 

now challenges that dismissal, and we find merit in 

Greyhound’s position, at least insofar as concerns Greyhound’s 

claims for nominal damages and declaratory relief.

1

¶41 The apparent basis for the district court’s entry of 

summary judgment in UTA’s favor on Greyhound’s claims 

regarding snow removal was its conclusion that Greyhound had 

breached the insurance procurement provision. As the district 

court saw it, the slip-and-fall accident should have been covered 
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20190523-CA 19 2020 UT App 144

by insurance, so it did not matter whether UTA actually 

removed the snow. We see the issue differently.

¶42 As an initial matter, we have determined that Greyhound 

did not breach its contractual obligation to provide third-party 

insurance coverage to UTA. Thus, a decision in favor of UTA on 

the snow removal claims cannot rest on a subsidiary conclusion 

that Greyhound failed to procure an insurance policy that 

protected UTA.

¶43 But more substantively, we agree with Greyhound that 

the two sets of claims are not inextricably entwined in any event. 

Regardless of whether Greyhound fulfilled its obligations under 

the insurance procurement provision, Greyhound’s complaints 

about UTA’s snow removal activities must be considered on 

their merits. It is possible for UTA to breach its snow removal 

obligations even if Greyhound had failed to procure the required 

insurance. As discussed more fully below, Greyhound may

under some circumstances be foreclosed from seeking certain 

remedies for UTA’s breach of its snow removal obligations, but 

as Greyhound points out, the question of whether UTA breached 

those obligations may remain relevant, even in the absence of the 

availability of certain monetary remedies, to questions like 

declaratory relief or attorney fees.

¶44 And on the merits of Greyhound’s claim that UTA 

breached its snow removal obligations, UTA offers no 

substantive defense. Even for the purposes of Greyhound’s 

affirmative motion for summary judgment on its claim for 

breach of contract, UTA offered only a general unsupported 

denial, and did not attempt to dispute Greyhound’s statement of 

facts regarding snow removal, including the patron’s testimony 

about the amount and appearance of snow on the stairs at the 

time of her fall. Greyhound thus conclusively established, for the 

purposes of summary judgment, that UTA had not satisfied its 

snow removal obligations. Accordingly, Greyhound was entitled 

to summary judgment on its claim for declaratory relief that 

UTA had breached the snow removal provisions of the Lease 
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20190523-CA 20 2020 UT App 144

Agreement, and was entitled to summary judgment, at least as 

to liability, on its breach of contract claim. The district court’s 

determination to the contrary was erroneous.

2

¶45 While Greyhound has proven an entitlement to a judicial 

declaration that UTA breached the snow removal provisions of 

the Lease Agreement, Greyhound’s entitlement to monetary 

damages as a result of that breach presents an entirely separate 

question. Certainly, neither party disputes that, had Greyhound 

hired and paid a third party to remove the snow following 

UTA’s failure to do so, Greyhound would—under the terms of 

the Lease Agreement—be entitled to an order commanding UTA 

to reimburse it for those costs.2 But Greyhound does not contend 

that it incurred any such costs.

¶46 Instead, Greyhound claims that it is entitled to recover the 

$1,000 it paid to the patron to settle the claim. UTA resists that 

claim: as UTA sees it, that payment represents the insurance 

deductible amount that, pursuant to the insurance procurement 

provision of the Lease Agreement, is and remains Greyhound’s 

responsibility. We find UTA’s argument on this point 

persuasive, and conclude that Greyhound is not entitled to an 

award of damages for breach of contract that includes the $1,000 

paid to the patron.

 

2. UTA asserts that this reimbursement remedy is the only 

remedy open to Greyhound under the Lease Agreement. We 

disagree. The Lease Agreement states that the nonbreaching 

party “may[,] at its option,” choose to hire a third party to 

perform the work the breaching party should have performed 

and could, in that instance, pass the costs on to the breaching 

party. Thus, while Greyhound could have availed itself of that 

option, the Lease Agreement does not establish that such a 

remedy was the only one available to Greyhound. 
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20190523-CA 21 2020 UT App 144

¶47 When we examine a contract, we must read that contract 

in its entirety and attempt to harmonize all of its provisions, 

“giving effect to all and ignoring none.” Café Rio, Inc. v. LarkinGifford-Overton, LLC, 2009 UT 27, ¶ 25, 207 P.3d 1235 (quotation 

simplified). As applicable here, these principles require us to 

read the snow removal provisions in tandem with the insurance 

procurement provision. As we have already concluded, the 

insurance procurement provision requires Greyhound to pay all 

of the “costs and expenses” associated with obtaining insurance 

that covers UTA against third-party claims; those “costs and 

expenses” include the premium paid for the policy, as well as 

the deductible. See supra ¶¶ 33–39. Were we to conclude, under 

circumstances where Greyhound purchased a policy with a $5 

million deductible, that Greyhound may recover the deductible 

amount from UTA as contract damages based on UTA’s breach 

of its snow removal obligations, Greyhound would be in breach 

of the insurance procurement provision. As explained above, the 

only way Greyhound’s purchase of the Fronting Policy satisfies 

the insurance procurement provision is if that provision is 

interpreted to require Greyhound to pay the deductible as part 

of the “costs and expenses” of the policy. Accordingly, the only 

way to harmonize the insurance procurement provision with the 

snow removal provisions is to interpret them, together, as 

imposing upon Greyhound the obligation to pay any deductible 

associated with the policy it purchases under the insurance 

procurement provision, while still allowing Greyhound to 

pursue declaratory relief or other monetary remedies (e.g., 

nominal damages, or reimbursement for costs associated with 

hiring a third party to do UTA’s snow removal work).

¶48 Greyhound resists this conclusion by pointing to a 

passage in our supreme court’s opinion in Greyhound I, in which 

the court explained that, “[i]f Greyhound provided insurance 

and UTA breached a duty detailed in the Lease Agreement, 

Greyhound could sue UTA for breach and recover any damages 

that resulted,” and that “[t]hese damages could include any 

amount not covered by insurance, such as insurance deductibles, 

increases in insurance premiums, and attorney fees.” Greyhound 
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20190523-CA 22 2020 UT App 144

I, 2015 UT 53, ¶ 46.3 We disagree with Greyhound’s argument, 

for two reasons.

¶49 First, our supreme court was clear: “if Greyhound 

provide[s]” compliant insurance under the Lease Agreement, 

only then may it sue for and “recover any” damages resulting 

from UTA’s breach of contract, including—among other 

things—insurance deductibles. Id. But as it stands, the only way 

that Greyhound’s Fronting Policy satisfies the Lease 

Agreement’s insurance procurement provision is if Greyhound 

covers the costs and expenses associated with the policy, 

including the deductible. The premise of the supreme court’s 

 

3. UTA relies upon Greyhound I for a different purpose, asserting 

that Greyhound’s claims are barred, under issue preclusion 

principles, by the court’s holding in that case. But we find that 

argument unpersuasive. Issue preclusion applies only where, 

among other things, “the issue decided in the prior adjudication 

was identical to the one presented in the instant action.” See Moss 

v. Parr Waddoups Brown Gee & Loveless, 2012 UT 42, ¶ 23, 285 P.3d 

1157 (quotation simplified). None of the issues decided in 

Greyhound I are “identical to” the issues being decided here. In 

Greyhound I, the supreme court addressed three issues: “(1) 

whether under Utah law, an agreement to procure insurance for 

the benefit of another must be strictly construed; (2) whether the 

district court erred when it concluded that [an injured person]’s 

claim triggered Greyhound’s duty to procure insurance; and (3) 

whether the district court abused its discretion in awarding 

UTA’s attorney fees.” 2015 UT 53, ¶ 6, 355 P.3d 947. In this case, 

by contrast, we are asked to determine whether Greyhound 

breached (or satisfied) the insurance procurement provisions of 

the Lease Agreement by purchasing the Fronting Policy, and 

whether UTA breached the snow removal provisions of the 

Lease Agreement and, if so, what remedies are available to 

Greyhound for that breach. Because the issues decided in the 

two cases are not identical, issue preclusion does not apply.
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20190523-CA 23 2020 UT App 144

statement—that Greyhound procures compliant insurance—is 

satisfied here only if Greyhound pays the deductible.

¶50 Second, the statement in Greyhound I upon which 

Greyhound relies is non-binding obiter dicta. “Dicta” is a part of 

a judicial opinion which is “not critical to the holding.” See State 

v. Daniels, 2002 UT 2, ¶ 35, 40 P.3d 611.4 As our supreme court 

has explained, “not every statement of law in every opinion is 

binding,” because “where it is clear that a statement is made 

casually and without analysis, where the statement is uttered in 

passing without due consideration of the alternatives, or where 

it is merely a prelude to another legal issue that commands the 

court’s full attention,” a statement constitutes dicta, rather than 

binding precedent. State v. Robertson, 2017 UT 27, ¶¶ 25–27, 438 

P.3d 491 (quotation simplified). By contrast, binding and 

precedential statements of law are those made where “it is clear 

that a majority of the court has focused on the legal issue 

presented by the case before it and made a deliberate decision to 

resolve the issue.” Id. ¶ 27 (quotation simplified). Only when our 

supreme court “confronts an issue germane to the eventual 

resolution of the case, and resolves it after reasoned 

consideration in a published opinion,” does that “ruling 

become[] the law.” Id. (quotation simplified).

¶51 “Dicta normally comes in two varieties: obiter dicta and 

judicial dicta,” and although “both terms refer to judicial 

statements that are unnecessary to the resolution of the case,” 

obiter dicta does not bind courts deciding later cases, while 

judicial dicta does. Ortega v. Ridgewood Estates LLC, 2016 UT App 

131, ¶ 14 n.4, 379 P.3d 18 (quotation simplified); see also Exelon 

Corp. v. Department of Revenue, 917 N.E.2d 899, 907 (Ill. 2009) 

(cited in Ortega, and stating that obiter dicta “is generally not 

 

4. Both parties recognize the supreme court’s statement as dicta, 

with Greyhound specifically acknowledging in its brief that the 

“statement was arguably not necessary to the Supreme Court’s 

ruling in Greyhound I.”
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20190523-CA 24 2020 UT App 144

binding authority or precedent within the stare decisis rule”). 

“Obiter dicta refers to a remark or expression of opinion that a 

court uttered as an aside,” and includes statements, such as the 

one at issue here, that were “made by a court for use in 

argument, illustration, analogy or suggestion.” Ortega, 2016 UT 

App 131, ¶ 14 n.4 (quotation simplified); see also Beaver County v. 

Home Indem. Co., 52 P.2d 435, 444–45 (Utah 1935) (“Obiter dicta is 

that part of an opinion which does not express any final 

conclusion on any legal question presented by the case for 

determination or any conclusion on any prin[c]iple of law which 

it is necessary to determine as basis for a final conclusion on one 

or more questions to be decided by the court.”). By contrast, 

judicial dicta is characterized by “statement[s] deliberately made 

for the guidance of the bench and bar,” or those “expression[s] of 

opinion upon a point in a case argued by counsel and 

deliberately passed upon by the court.” Ortega, 2016 UT App 

131, ¶ 14 n.4 (quotation simplified).

¶52 The court in Greyhound I was presented with an entirely 

different question than the one that confronts us here. See supra

note 3. Specifically, the supreme court was not asked to weigh in 

on the meaning of the “costs and expenses” language in the 

Lease Agreement’s insurance procurement provision, and was 

not asked to consider whether purchase of a $5 million fronting 

policy with a $5 million deductible could satisfy Greyhound’s 

obligations under that provision. Instead, the court was asked to 

consider, among other things, whether that provision required 

Greyhound to purchase a policy that covered UTA’s negligence. 

So while the Greyhound I court mused that certain situations may 

exist where Greyhound might be able to recover insurance 

deductibles from UTA in the event that UTA breached the Lease 

Agreement, the court was not asked to consider whether the 

scenario presented here would qualify as one of those situations. 

In making the statement, the court was not engaged in an 

analysis of the questions presented in this appeal. Moreover, the 

statement cited by Greyhound was not made as the court 

determined “an issue germane” to the case’s ultimate resolution; 

it was not a statement made after “a majority of the court” 
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20190523-CA 25 2020 UT App 144

focused on that particular legal issue; and it was not the issue 

that commanded “the court’s full attention.” See Robertson, 2017 

UT 27, ¶ 27 (quotation simplified). In short, the statement made 

was not necessary to the decision, and therefore qualifies as 

dicta. And we think the statement is best classified as obiter 

dicta, rather than judicial dicta: it was made by way of 

“illustration, analogy, or suggestion,” and was not “deliberately 

made for the guidance of the bench and bar.” See Ortega, 2016 

UT App 131, ¶ 14 n.4 (quotation simplified). Accordingly, we do 

not consider that statement binding upon our decision here, and 

do not view that statement as foreclosing our conclusion that—

on the facts of this case, where Greyhound purchased a fronting 

policy with a $5 million deductible, and where Greyhound’s 

payment of the deductible is the linchpin to its compliance with 

the insurance procurement provision—Greyhound is obligated 

to pay the insurance deductible, and cannot recover the 

deductible from UTA as damages for breach of contract.

¶53 But even though it incurred no actual recoverable 

damages, Greyhound is in any event entitled to nominal 

damages for UTA’s breach of contract. Nominal damages are “a 

trivial sum such as one cent or one dollar awarded to a plaintiff 

whose legal right has been invaded but who has failed to prove 

any compensatory damages.” Foote v. Clark, 962 P.2d 52, 57 (Utah 

1998) (quotation simplified). Such damages are “a means of 

acknowledging invaded rights without rewarding a successful 

party for nonexistent damages,” id. at 58, and “are recoverable 

upon a breach of contract if no actual or substantial damages 

resulted from the breach or if the amount of damages has not 

been proven,” Smith v. Simas, 2014 UT App 78, ¶ 26, 324 P.3d 667

(quotation simplified). In this case, Greyhound has proven that 

UTA breached the contract and, even though it is not able to 

prove that it sustained any actual recoverable damages, it is 

nevertheless entitled to nominal damages.

¶54 In sum, then, Greyhound is entitled to entry of summary 

judgment in its favor on its claim for a declaratory judgment that 

UTA breached the snow removal provisions. Greyhound is 
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20190523-CA 26 2020 UT App 144

entitled to summary judgment as to liability (breach) on its claim 

for breach of contract related to those same provisions, but on 

that claim is entitled to recover, as damages, only nominal 

damages, and not any amount that would fairly represent the 

deductible payment required under the Fronting Policy.

III

¶55 Finally, Greyhound seeks reversal of the district court’s 

award of attorney fees to UTA, and both parties seek an award 

of attorney fees on appeal. “In Utah, attorney fees are awardable 

only if authorized by statute or by contract.” Federated Cap. Corp. 

v. Haner, 2015 UT App 132, ¶ 11, 351 P.3d 816 (quotation 

simplified). The Lease Agreement contains an attorney fees 

provision stating that, “[i]n the event either [p]arty enforces the 

terms” of the Lease Agreement “by suit or otherwise, the [p]arty 

found to be at fault by a court of competent jurisdiction shall pay 

the cost and expense incurred thereby, including reasonable 

attorney’s fees.”

¶56 The district court’s award of attorney fees to UTA was 

premised on its determination, here reversed, that UTA was 

entitled to certain summary judgment rulings in its favor, and 

that UTA had therefore “prevailed” with regard to the crossmotions for summary judgment that culminated in the First 

Order (a ruling we construe as at least implicitly determining 

that Greyhound was “at fault” under the attorney fees provision 

of the Lease Agreement). Because we reverse the First Order, we 

also reverse the district court’s award of attorney fees associated 

with that order, and we remand this case to the district court for 

a reassessment of both parties’ competing claims, under the 

Lease Agreement’s attorney fees provision, to attorney fees 

incurred in this litigation, including attorney fees incurred in this 

appeal. See Crank v. Utah Judicial Council, 2001 UT 8, ¶ 44 n.18, 20 

P.3d 307 (stating that, where “[t]he question of entitlement to 

fees at the [district] court level has not yet been determined, . . . 

any appropriate award of attorney fees on appeal is dependent 

upon that determination and should be assessed by the district 
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20190523-CA 27 2020 UT App 144

court on remand”); see also Utah Telecomm. Open Infrastructure 

Agency v. Hogan, 2013 UT App 8, ¶ 24, 294 P.3d 645 (stating that 

a party “is entitled to attorney fees on appeal only if [the party] 

is awarded attorney fees in the [district] court,” remanding so 

that the district court could assess the parties’ claims to attorney 

fees, and specifying that even a party who is deemed “entitled to 

attorney fees” may nevertheless be subject to having that award 

adjusted so that the party “does not recover fees attributable to 

issues on which [it] did not prevail”).

CONCLUSION

¶57 We have jurisdiction to consider the merits of 

Greyhound’s appeal because the district court acted within its 

discretion in interpreting the First Order as not completely 

resolving UTA’s counterclaim for breach of contract. On the 

merits of that appeal, we conclude that the district court erred by 

entering summary judgment in favor of UTA on its counterclaim 

for breach of contract and on Greyhound’s claims for breach of 

contract and declaratory relief. Greyhound is entitled to 

judgment, as a matter of law, that it complied with its 

obligations under the Lease Agreement to procure insurance 

protecting UTA, and that UTA failed to comply with the Lease 

Agreement’s snow removal provisions. However, Greyhound is 

entitled to only nominal damages and declaratory relief on its 

breach of contract claim, and is not entitled to recover the costs 

of the insurance deductible from UTA in this case.

¶58 We therefore affirm the district court’s Third Order, at 

least insofar as it determined that the earlier orders did not 

completely resolve the case, but reverse the court’s First Order, 

and remand for further proceedings consistent with this opinion.