Ruppel v. Basmajian et al

Filing 108

MEMORANDUM DECISION and ORDER granting 100 Motion in Limine to Exclude Evidence pursuant to the Parol Evidence Rule and Utah Code Ann. §48-1d-204. Signed by Judge Dee Benson on 4/5/2018. (blh)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF UTAH
MATT J. RUPPEL,
Plaintiff,
v.

MEMORANDUM DECISION AND
ORDER

THOMAS D. BASMAJIAN, an individual,
1415 SOUTH MAIN STREET, LLC, a
Delaware Limited Liability Company,
BLACK SQUARE REAL ESTATE, INC., a
Delaware Corporation, the BASMAJIAN
RUPPEL GENERAL PARTNERSHIP, a
Utah General Partnership,

Case No. 2:14-cv-728-DB
District Judge Dee Benson

Defendants.
This matter is before the court on Defendant Thomas D. Basmajian’s (“Basmajian”)
Motion in Limine to exclude evidence pursuant to the parol evidence rule and Utah Code Ann.
§48-1d-204. (Dkt. No. 100.) The Motion has been fully briefed by both parties, and the court has
considered the facts and arguments set forth in those filings. Pursuant to civil rule 7-1(f) of the
United States District Court for the District of Utah Rules of Practice, the Court elects to
determine the motion on the basis of the written memoranda and finds that oral argument would
not be helpful or necessary. DUCivR 7-1(f).
In his Motion, Basmajian seeks to exclude evidence that the alleged Basmajian Ruppel
General Partnership owned or controlled certain limited liability companies—406 EG, LLC, 406
Partners, LLC, 406 Real Estate Services, LLC, 406 Technology, LLC, 506 Mortgages Services,
LLC, 406 Management, LLC, Brighton Real Estate Services, LLC, Balto, LLC, Balto EG, LLC,

and 1415 South Main Street, LLC. (Dkt. No. 100.) Basmajian seeks exclusion based on two
theories: 1) pursuant to Utah Code Ann. § 48-1d-204, and 2) pursuant to the parol evidence rule.
Utah Code Ann. § 48-1d-204
The Utah Uniform Partnership Act (“UPA”) requires that property be “acquired in the
name of the partnership”, or in the name of one of the partners with an indication in the
instrument of the person’s capacity as a partner. U.C.A. § 48-1d-204. However, that statute did
not take effect until 2013. The parties agree that the statute in place at the time the alleged
partnership was formed did not contain this statutory requirement. Basmajian argues that the
court should nevertheless apply the principles found in the UPA because they existed in the
common law and as model rules in the years prior to their enactment. The court cannot presume
that general legal principles that were not yet enacted apply to govern an alleged partnership
between the parties. The parties agree that the statute in place at the time of the formation of the
alleged partnership did not contain a requirement for partnership property to be acquired in the
specific manner delineated in U.C.A. § 48-1d-204. Accordingly, Basmajian’s motion on those
grounds fails.
Parol Evidence Rule
Basmajian also seeks exclusion pursuant to the parol evidence rule. Basmajian argues
that Ruppel should be barred from offering evidence that the alleged partnership owned or
controlled any of the various LLCs because those companies maintained their own operating
agreements and ownership statements, many of which contain integration clauses. (Dkt. No.
100.) Ruppel asserts that he “will not attempt to vary or add to the terms of the various limited
liability company agreements” and that those agreements are evidence of an alleged partnership

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because Ruppel and Basmajian “held equal interests in each and every one of them.” (Dkt. No.
105.)
The parol evidence rule operates “to exclude evidence of prior or contemporaneous
conversations, representations, or statements offered for the purpose of varying or adding to the
terms of an integrated contract.” Ward v. Intermountain Farmers Ass'n, 907 P.2d 264, 268 (Utah
1995). Ruppel has stated that he will not attempt to introduce evidence at trial to vary or add to
the LLC agreements. Ruppel instead intends to offer evidence to support his theory that another,
separate agreement existed that required the parties to share profits equally. The court will not
allow evidence that would vary the express terms of the limited liability company agreements.
However, Ruppel will be permitted to present admissible evidence, if any, that supports his
theory that another agreement, not inconsistent with the limited liability company agreements,
existed between the parties. Any objections to particular evidence will be addressed at the time
of trial.
Conclusion
For the foregoing reasons, pursuant to the parol evidence rule, Basmajian’s Motion is
GRANTED, in that Ruppel is prohibited from introducing evidence that would vary or add to the
terms of the various limited liability company agreements.
DATED this 5th day of April, 2018.
BY THE COURT:

Dee Benson
United States District Judge

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