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WebBank v. American General Annuity Service Corp.8/16/2002
t the exemptions to the application of Article 9 did not apply.
STANDARD OF REVIEW
A trial court may properly grant summary judgment when "there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law." Utah R. Civ. P. 56(c); see also Holmes Dev., LLC v. Cook, 2002 UT 38, 21, 48 P.3d 895; Ault v. Holden, 2002 UT 33, 15, 44 P.3d 781; State ex rel. Div. of Forestry, Fire & State Lands v. Tooele County, 2002 UT 8, 8, 44 P.3d 680. The propriety of a trial court's grant of summary judgment is a question of law. Holmes Dev., 2002 UT 38 at 21. In deciding whether summary judgment was appropriate, we need review only whether the trial court erred in applying the relevant law and whether a material fact was in dispute. Id.; Hill v. Allred, 2001 UT 16, 12, 28 P.3d 1271. "We thus review the trial court's legal conclusions for correctness, according them no deference." Holmes Dev., 2002 UT 38 at 21; see also Ault, 2002 UT 33 at 15.
ANALYSIS
On appeal, both WebBank and American General agree that the central issue in this case concerns WebBank's and Soliz's intentions, that is, whether WebBank and Soliz intended to create a secured transaction, i.e., a loan, secured by Soliz's structured settlement payments or whether they actually intended to effectuate a sale or an assignment of Soliz's interest in her structured settlement payments disguised as a loan. WebBank and American General disagree, however, on the proper means for determining or discerning WebBank's and Soliz's true intent regarding the transaction, and consequently, the proper characterization of the transaction as a loan or a sale. They also disagree as to whether the trial court or the jury, as the trier of fact, should properly make such a determination as to WebBank's and Soliz's intentions.
American General contends that the trial court erred in its determination as a matter of law that the transaction between WebBank and Soliz was a loan, relying on a line of cases that, according to American General, stands for the general proposition that the question of whether a transaction is a loan or a sale is a question of fact to be decided by the trier of fact, thus precluding summary judgment. In American General's view, the ambiguity or uncertainty as to whether WebBank and Soliz intended their transaction to be a genuine loan or a sale masquerading as a loan presents a triable issue of fact.
WebBank relies on our general principles of contract construction and interpretation to argue that the trial court did not err in interpreting as a matter of law WebBank and Soliz's security agreement as creating a secured transaction or loan by ascertaining WebBank's and Soliz's true intentions regarding the nature and character of the transaction from the clear and unambiguous language contained in the four corners of their security agreement and promissory note.
To resolve this matter, we must review whether the trial court's interpretation of the security agreement was proper insofar as it explicitly determined as a matter of law that the transaction in question was a loan, and insofar as it implicitly determined that the language of the security agreement was unambiguous, and consequently, that WebBank and Soliz intended the transaction to be a loan.
We begin with a review of our well-settled rules of contract interpretation. In our review of the trial court's conclusion, "' e accord interpretation of contract no deference and review it for correctness.'" Jones v. ERA Brokers Consol., 2000 UT 61, 12, 6 P.3d 1129 (alterations in original) (quoting Aquagen Int'l, Inc. v. Calra
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