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Russell/Packard Development9/18/2003
s. At closing, Bustos received a check for part of this $10,000 earnest money payment.
After the CMT contract closed on November 4, 1996, Thomas-- acting for PRP--made an offer to purchase the lots from CMT for $30,000 per lot. PRP and CMT executed a real estate contract (the PRP contract) on November 8, 1996. Thomas signed on behalf of PRP. "Charles Perez" again signed on behalf of CMT. Carson acted as the real estate agent for both PRP and CMT on the PRP contract. The terms of the PRP contract were identical to those of the CMT contract, except that the price per lot was $5,000 higher. By failing to reveal to Russell, PRP, and Saratoga that they were acting as agents and principals for CMT at the same time they were acting as agents and fiduciaries of Russell and PRP, Carson, Thomas, and Bustos successfully effectuated a "flip purchase and sale," and pocketed $360,000 in the process. Neither Russell nor Saratoga knew what had occurred. However, CMT was listed as the seller both in the PRP contract and in the chain of title on the lots.
In spring 2000, an accountant for Saratoga questioned CMT's true role in the 1996 transactions involving the lots. Suspecting a "flip purchase and sale" had occurred, Saratoga initiated discussions with Russell wherein Russell learned for the first time that CMT was not an agent for Saratoga. Subsequently, Russell conducted further investigation concerning the ownership and control of CMT and the circumstances surrounding PRP's purchase of the lots.
On November 30, 2001, Russell filed a complaint against Carson, Thomas, and Bustos alleging fraud, breach of fiduciary duty as to Carson and Thomas, civil conspiracy to defraud, commercial bribery, unjust enrichment, conversion and misappropriation of proprietary property, breach of principal-agent relationship as to Carson and Thomas, and intentional interference with prospective economic relations. Carson, Thomas, and Bustos filed motions to dismiss asserting a number of grounds for dismissal. On June 10, 2002, the district court dismissed Russell's claims with prejudice. Russell appeals.
ISSUE AND STANDARD OF REVIEW
Russell argues the district court erred in dismissing its claims against Carson, Thomas, and Bustos (collectively, the Appellees). "When determining whether a trial court properly granted a rule 12(b)(6) motion to dismiss, we accept the factual allegations in the complaint as true and consider them and all reasonable inferences to be drawn from them in a light most favorable to the plaintiff." Saint Benedict's Dev. Co. v. Saint Benedict's Hosp., 811 P.2d 194, 196 (Utah 1991). "Because the propriety of a 12(b)(6) dismissal is a question of law, we give the trial court's ruling no deference and review it under a correctness standard." Russell v. Standard Corp., 898 P.2d 263, 264 (Utah 1995) (quotations and citations omitted). We "will affirm the trial court's decision only if it appears [Russell] cannot prove any set of facts in support of claims." Dansie v. Anderson Lumber Co., 878 P.2d 1155, 1156 (Utah Ct. App. 1994).
ANALYSIS
I. Timeliness of Claims
A. Statutes of Limitations
Under Utah law, Russell's claim for fraud is subject to a three-year statute of limitations. See Utah Code Ann. § 78-12-26(3) (2002). Russell's claims for breach of fiduciary duty, civil conspiracy, unjust enrichment, conversion and misappropriation, breach of principal-agent relation, and intentional interference with prospective economic relations (collectively, the four-year claims) are subject to a four-year statute of limitations. See id. § 78-12-25(3) (2002). Russell concedes that, absent tolling, its fraud claim e
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