Actual authority survived; apparent authority did not

The court reversed in part. A factfinder could conclude the president held actual authority — express or implied — from the broad and undisputedly authorised 2001 conveyance and from the family's admitted practice of letting him run the company. Paragraph 24: “At root, the actual-authority inquiry turns on the reasonableness of the agent's belief that [the agent] possessed sufficient authority.”

The apparent-authority theory failed as a matter of law, and the reason is the one that catches associations out. Paragraph 40: apparent authority “focuses on the acts of the principal from a third party's perspective.” Here the association had only ever dealt with the president himself. The company — the principal — had made no manifestation to the association at all, and an agent cannot create his own apparent authority by asserting it.

The oral-authorisation route

The court also held that Utah's common-law exception to the statute of frauds — available where a corporation's general agent or executive officer acts on oral rather than written authority — could apply on this record. That line runs through Mathis v. Madsen and Wasatch Oil & Gas v. Reott.

And at paragraph 35, on what it takes to get past summary judgment: “It only takes one sworn statement under oath to dispute the averments on the other side of the controversy and create an issue of fact.”

Why an association's own signatures are the same problem

Read from the association's side of the table, the case is a warning about its own documents. A conveyance, an easement grant, a settlement or a common-area transfer signed by a president without a board resolution on file is exposed to exactly this argument years later, when the people who could testify to the authorisation are gone.

Utah's statute now supplies a cleaner route for one common case. Section 57-8a-232(5), added by Senate Bill 201 of the 2025 session, allows an authorised representative to act as attorney-in-fact for the owners in executing a disposition of common areas “following an affirmative vote.”² The vote is the authorisation, and it is on the record.

Separately, the new consolidation sections effective October 1, 2026 require a declaration of consolidation to be “prepared, executed, and certified by the president of each of the consolidating associations” and to be recorded in each applicable county recorder's office — a certification requirement written into the statute rather than left to practice.³

Record-keeping is the same problem in another costume

The state's ombudsman found a Utah association in violation in May 2026 precisely because the minutes that would have documented years of decisions did not exist: “the Declarant, on behalf of the Association, violated Utah law by failing to maintain minutes from the annual meetings it was required to hold since the CC&Rs were recorded in 2019.”⁴

Section 57-8a-227(1)(a) requires an association to keep board meeting minutes from the previous three calendar years and its most recent approved minutes. Our Utah records inspection page sets out the full list.

What to watch next

The case returns for trial on whether the president held actual authority. Utah's appellate courts have now produced three association-adjacent decisions in fifteen months — this one, Andrews in August 2025 and Crosbie in January 2026 — and all three turn on documents that did not say what somebody assumed they said.