Deals, Wins & Successes

Attorneys at Durham Jones & Pinegar provided legal counsel in the following transactions:

DJP Represents Dynatronics Corporation in $10MM Acquisition

On April 3, 2017, Dynatronics Corporation closed an acquisition of substantially all of the assets of Hausmann Industries, Inc. for $10.0 million in cash, subject to certain adjustments. The purchase price for the acquisition was funded through the sale of equity securities for gross proceeds of $7,795,000 and a credit facility entered into with Bank of the West. Hausmann Industries, Inc. is a manufacturer of branded, high quality physical therapy and athletic training products located in Northvale, New Jersey. D|J|P represented Dynatronics Corporation with respect to the sale of equity securities, the credit facility with Bank of the West and certain discrete matters on the acquisition.

D|J|P attorneys Wayne Swan and Rachael Ortiz worked on the sales of equity securities; Elisabeth Calvert handled the credit facility with Bank of the West; Joseph Hinckley assisted with Nasdaq regulatory matters; John Walch assisted with ERISA matters; and Paul Durham assisted with a lease of the New Jersey property.

Ortiz, RachaelSwan, Wayne

Danatronics Corporation is a new high technology company specializing in the field of Non-Destructive Testing (NDT). Their mission is to provide the highest level of product innovation and quality as well as an outstanding level of customer satisfaction.

D|J|P Successfully Represents Retiring Equity Owner in Restructuring Deal

Tom Taylor and Rachel Ortiz of Durham Jones & Pinegar recently represented the retiring equity owner of National Product Sales, Inc. in the restructuring of multiple subsidiaries and affiliated entities. The deal also included the transfer and sale of multiple parcels of real property in conjunction with the redemption / buy-out and retirement of a one-third equity owner in National Product Sales, Inc. (“NPS”).

NPS is a 40+ year old overstock merchandise wholesaler based in Salt Lake City, Utah.  Amount:  Confidential.  Closed April 2017.

Thomas R. Taylor is a shareholder in Durham Jones & Pinegar’s Salt Lake City office. He practices in the areas of mergers and acquisitions, corporate, securities, leveraged buyouts, restructurings and recapitalization, private placements, corporate finance, complex loan transactions, emerging growth and technology company representations, venture capital and private equity financings, technology licensing, corporate governance, and general business and corporate matters.

Mr. Taylor maintains an “AV” rating with Martindale-Hubbell, which is the highest rating awarded to attorneys for professional competence and ethics.

Rachel L. Ortiz, Associate, practices in the firm’s Business & Finance. She works on a variety of corporate and securities law matters, including mergers and acquisitions, entity formations, debt and equity financing, corporate governance, and other general matters of business law.

For more information, contact ttaylor@djplaw.com or call 801.415.3000.

Taylor, Tom Ortiz, Rachael

D|J|P Saves Client More than $400,000 in Estate Taxes

Congratulations to F. McKay Johnson and K. Ray Johnson of D|J|P for this recent victory for the Firm’s client. Both attorneys practice in the Lehi office.

Private Letter Ruling

April 2017: Durham Jones & Pinegar represented the joint estates of a married couple to save more than $400,000 in estate taxes.  Several years ago, the wife’s estate left over $5 million in unused death tax exemption amount.  However, prior advisors failed to file an Estate Tax Return for her estate.  Without that return filed before the usual deadline, the Husband’s estate lost its chance to use of all her unused tax benefits.  So, instead of $0 death taxes due, his estate faced over $400,000 in taxes due.

D|J|P was engaged shortly after the husband’s death, and quickly identified this issue and a way to fix it.  D|J|P recommended private letter ruling to obtain an extension and eliminate the taxes.  The formal process of requesting a private letter ruling from the IRS can take up to six months.  D|J|P was successful in obtaining a favorable ruling in just 40 days.  This expedited response allowed the Husband’s estate to reduce its liability to zero before reaching its payment deadline.

McKay Johnson is a shareholder and member of the Firm’s Estate Planning section.  Prior to joining Durham Jones & Pinegar, Mr. Johnson was a director and principal at Hill Johnson & Schmutz, LC in Provo, Utah. His practice focuses on advanced estate and tax planning, asset preservation, business formations and operations, charitable giving, and business succession.

K. Ray Johnson is an associate attorney and member of the firm’s Estate Planning Section. His practice focuses on wills and trusts, family business formations, estate administration and tax planning. Mr. Johnson has unique training in estate plans for families who need to ensure the protection of loved ones with special needs. Mr. Johnson is the author UtahCod.com, a cartoonist’s guide to Utah Law.

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U.S. Ninth Circuit Court Quickly Affirms Decision Following DJP Shareholder Wm. Kelly Nash’s Oral Argument

In an unexpectedly quick decision, the U.S. Ninth Circuit Court of Appeals issued a February 22, 2017 decision affirming summary judgment in favor of several of the firm’s clients.  The decision follows Wm. Kelly Nash’s recent February 7, 2017 oral argument in Pasadena, CA.  Mr. Nash commented on the timing of this decision, stating, “Receiving such a quick ruling underscores the strength of our clients’ positions on appeal.”  This decision brings a bitter 8-year fraud and conspiracy litigation to a close for the firm’s clients, including a New York Times Bestselling author and a certified national education provider.

DJP shareholder and co-counsel, Jordan Cameron, stated, “Our clients were not surprised by, but still thrilled with, the outcome on appeal and look forward to moving on with their business activities.”

Congratulations to all involved!

DJP SHAREHOLDER WM. KELLY NASH AND ASSOCIATE KIMBERLY N. BAUM PREVAIL ON BRIEFING BEFORE UTAH COURT OF APPEALS

DJP attorneys Wm. Kelly Nash and Kimberly N. Baum recently prevailed in an appeal filed before the Utah Court of Appeals. In a February 24, 2017 published decision (2017 UT App 36), the appellate court affirmed the district court’s denial of a Motion to Set Aside a Default Judgment. The case concerned constitutional and procedural due process issues, including whether service through publication provides adequate notice. The court waived oral arguments and determined the case based on briefing alone. Mr. Nash and Ms. Baum were successful in briefing and addressing the unique constitutional and procedural issues and were pleased to obtain a favorable outcome for the firm’s client.

TRO in Utah’s Third District Court

In fall 2016, Kelly Nash and Jordan Cameron obtained a TRO in Utah’s Third District Court enforcing non-disclosure, non-compete and non-recruitment provisions of a contract, which resulted in a favorable settlement for a large contractor.

Partial Summary Judgment

In spring 2016, Evan Schmutz (former DJP shareholder) and Kelly Nash obtained a partial summary judgment in Utah’s Fourth District Court barring alter ego and several fraudulent transfer claims against principals of a technology licensing and development company in a multi-million dollar matter.

TRO and Preliminary Injunction in Utah’s Third District Court

In spring 2016, Kelly Nash and Kimberly Baum successfully obtained a TRO and Preliminary Injunction in Utah’s Third District Court for a large insurance/finance company precluding Defendants from raiding its marketing representatives throughout the US, which has caused in excess of a million in lost sales to the client.  Later that fall, Kelly and Kimberly concluded a declaratory judgment bench trial based on the live testimony of five and the proffered testimony of three witnesses on behalf of a large insurance agency, which resulted in a favorable settlement establishing terms of a non-compete agreement.

D|J|P Represents Bridge Investment Group Partners in Acquiring Fairlead Commercial Real Estate

November 2016 – Durham Jones & Pinegar recently represented Bridge Investment Group Partners, LLC in the successful acquisition of Fairlead Commercial Real Estate, LLC and Fairlead Capital Partners, LLC, for an undisclosed amount. With offices in Salt Lake City, New York, San Francisco, Orlando, and Hong Kong, Bridge is a leading manager of private equity investments in senior housing, multifamily and fixed income residential properties. D|J|P lawyers Joshua E. Little, Rick L. Guerisoli, and Niels A. Bybee represented the buyers.

Bridge is a SEC-registered investment advisor with $6.7 billion AUM. The principals have 25 years of successful investing experience in the multifamily, office, seniors housing and CRE-backed fixed income sectors. Bridge manages private equity funds, separately managed accounts, co-investments, and joint ventures.

Durham Jones & Pinegar is a leading law firm in Utah and Nevada. Super Lawyers Magazine has named D|J|P the No. 1 firm in Utah for its business and transaction law practice. With more than 90 attorneys, D|J|P offers a full spectrum of services in a variety of practice areas including: Business & Finance, Intellectual Property, Mergers & Acquisitions, Commercial Litigation, Bankruptcy, Employment, Tax Law, Estate Planning, Real Estate and more. For more information, visit www.djplaw.com.

DURHAM JONES & PINEGAR REPRESENTED MEISTERGUYS, LLC IN THE SALE OF SIX OF ITS FIVE GUYS RESTAURANTS

September 2016 – Durham Jones & Pinegar represented MeisterGuys, LLC, a franchisee of Five Guys restaurants based in Salt Lake City, in the sale of six of its Five Guys restaurants in the state of Oklahoma to an affiliate of Encore Enterprises, Inc. for an undisclosed amount.  Shareholders Jeff Jones and Elisabeth Calvert represented the client in the closing which took place on September 1, 2016.

DURHAM JONES & PINEGAR REPRESENTS WALKER EDISON IN FURNITURE COMPANY FINANCING TRANSACTION

July 2016 – Durham Jones & Pinegar, P.C. represented Walker Edison Furniture Company, LLC in connection with a $10,000,000 senior asset based revolving credit facility from KeyBank National Association and an aggregate of $6,500,000 in senior subordinated term loans from two of Eagle Private Capital, LLC’s investment funds, Eagle Fund III, L.P. and Eagle Fund III – A, L.P. (the “Credit Facility”). The Credit Facility refinanced existing debt previously provided to Walker Edison Furniture Company in 2015 by KeyBank and a mezzanine lender, and will provide additional capital to support the overall growth and working capital needs of Walker Edison Furniture Company. (Thomas R. Taylor, Rachael L. Ortiz)

Walker Edison Furniture Company is a Ready To Assemble furniture manufacturer based in Salt Lake City, Utah. For more information, contact D|J|P Shareholder Thomas R. Taylor at (801) 415-3000 or ttaylor@djplaw.com.

Durham Jones & Pinegar is a business-focused law firm with offices in Utah and Nevada. D|J|P represents businesses in corporate finance and capital market transactions and all aspects of mergers and acquisitions and other business and corporate transactions.

 

Craig Newman and Michael Thomas Successfully Defend Judgment in Deficiency Action

March 2016 – After OREO Corp., an affiliate of KeyBank, prevailed in federal district court on a post-foreclosure deficiency claim for a multimillion-dollar construction loan, the borrower appealed to the Ninth Circuit Court of Appeals.  The borrower challenged the district court’s holding by arguing that: (1) the statute of limitations barred OREO’s claim because OREO substituted as the party in interest after the six-month limitations period for a deficiency action; (2) the evidence was insufficient to support the district court’s valuation determination; and (3) post-judgment interest should apply at the interest rate mandated by federal statute (less than 1%) rather than the contractual default rate provided in the parties’ loan agreement.

In a Memorandum Decision filed March 17, 2016, the Ninth Circuit found that the statutory interest rate should apply to post-judgment interest but otherwise affirmed the district court’s decision and sided with the arguments D|J|P attorneys presented on OREO Corp.’s behalf.  The Ninth Circuit agreed that OREO’s claims as the substituting plaintiff related back to the timely deficiency action filed by KeyBank, OREO’s predecessor in interest.  Therefore, the statute of limitations did not bar OREO’s claims.  The Court also agreed that the district court’s determination of fair market value based on expert testimony consistent with financial industry standards was not clearly erroneous.  The Court recognized that trial courts can “properly consider all relevant evidence in determining the value of the property.” (Craig S. Newman, Michael J. Thomas)

Newman and Ager Successfully Defend Summary Judgment in Casino Marker Case

March 2016 – D|J|P’s Las Vegas litigation team was successful in securing a Ninth Circuit Court of Appeals decision affirming that casino credit instruments, commonly known as casino markers, are valid and enforceable by legal process.

In Morales v. Aria Resort & Casino, LLC, the debtor applied for and received $500,000 in gambling credit at the Aria through the issuance of casino markers.  Following standard practice, Morales completed a credit application.  He also signed seven markers totaling $500,000.  The date and banking information were left blank.  During his visit to Aria in May 2010, Morales lost $500,000.  Shortly thereafter, he departed for his home without paying the debt. Aria completed the required information, including the date and bank information, and presented the markers.  The bank returned the markers for the reason that the account was closed.  Morales sued Aria alleging various contract and tort theories.  Aria counterclaimed seeking recovery of $500,000 for the unpaid casino markers. The trial Court granted summary judgment for Aria on all claims.

Notably, the appellate decision states:  “the primary object of the parties’ credit agreement [was] the loan of money and the repayment of that money…These are the only facts material to whether Aria was entitled to summary judgment, and Morales has not put any of them into dispute.”

This case is extremely important because it provides casinos a shield against potential defenses by players that the credit application and instruments do not independently create a duty to pay.  As the District Court notably stated:  “[M]arkers are merely instruments for collection on a gambling debt, as distinct from the debt itself, and redeeming a marker is not the only means by which a gambling establishment may seek to collect on an outstanding debt.” The Court was not persuaded to follow Morales’ arguments that the casino’s purported irregularities in enforcing the instruments absolved him of liability.   Such language seems to broaden at least this Court’s reasoning concerning the enforcement of gaming debts in Nevada. (Craig S. Newman, Anthony R. Ager)

Durham Jones & Pinegar Represents Albion International Inc. in Acquisition by Balchem Corporation

February 2016 – Durham Jones & Pinegar represented Albion International, Inc. and its subsidiaries in the acquisition by Balchem Corporation (NASDAQ:BCPC). Clearfield, Utah-based Albion International, Inc., is a privately-held manufacturer of mineral amino acid chelates, specialized mineral salts and minerals complexes.

The purchase price of $111.5 million in cash reflects a multiple of approximately 10.7 times 2015 EBIDA. The transaction consideration is subject to certain adjustments as provided in the definitive agreement. The transaction is expected to be immediately accretive to Balchem’s earnings per share.

Albion has been a world leader and innovator in the manufacture of superior organic mineral compounds for sixty years. With over 100 patents, Albion leverages scientific expertise in the areas of both human and plant nutrition. Albion’s products are sold and distributed world-wide. They are renowned in the supplement industry for technologically advanced, unparalleled bioavailability.

Durham Jones & Pinegar is a leading M&A and business transactions law firm, with offices located in Salt Lake City, Ogden, Lehi, St. George, UT and Las Vegas, NV. (Thomas R. Taylor)

ZAGG Inc. Purchase of mophie Inc.

March 2016: Represented ZAGG Inc. (NASDAQ: ZAGG), a leading global mobile device accessories company, in connection with the structuring and $100 million+ purchase of mophie Inc., a manufacturer of premium mobile device accessories, including its category leading juice pack® cell phone battery cases and powerstation® external batteries. (Jeffrey M. Jones, N. Todd Leishman)

Crossfuze, LLC and Inergex Holdings, LLC Merger

March 2016: Represented Crossfuze, LLC in the structuring and sale in a partial asset purchase and partial capital contribution to Inergex Holdings, LLC. Purchase price undisclosed. (Thomas R. Taylor, Rachael L. Ortiz)

Red Butte Creek Settlement

August 2015:  Durham Jones & Pinegar represented 58 affected homeowners along Red Butte Creek in Salt Lake City, Utah in connection with their claims against Chevron Pipe Line Company and Rocky Mountain Power as a result of more than 33,000 gallons of crude oil released into Red Butte Creek in June, 2010 and deposited onto the homeowners’ property.  After substantial discovery, and a mediation which extended for over one month, Durham Jones & Pinegar reached a settlement on behalf of their clients with Chevron Pipe Line Company which was acceptable to all concerned.  (Paul Durham, Phil Ballif, Bret Randall, Ryan Pahnke, and Matt Orme)

Sunroc Corporation

May 2013:  Durham Jones & Pinegar represented Sunroc Corporation in its acquisition of the assets of A-T Asphalt Paving, Inc., dba Southern Utah Asphalt, headquartered in St. George, Utah, and the assets of its related companies located in Washington County and Iron County, Utah.  Sunroc Corporation provides construction materials and services throughout the Intermountain West, including ready-mix concrete, asphalt, sand and gravel, masonry products, earthwork and site development work, utility construction, asphalt paving, demolition and trucking.  Amount undisclosed (Paul Durham)

Geneva Rock Products, Inc.

November 2015:  Durham Jones & Pinegar represented Geneva Rock Products, Inc., a top supplier of ready mixed concrete, sand and gravel, asphalt and construction services along the Wasatch Front, in its acquisition of the assets of Wilkinson Construction Company, Inc., a 65+ year company located in Morgan, Utah, specializing in aggregate production, road construction and pavement maintenance.  The acquisition included Wilkinson’s  asphalt plant, mobile asphalt pavement equipment, aggregate extraction and processing equipment, and the associated real property assets (including gravel pits) of Wilkinson Land, LLC in Morgan, Utah.  Amount undisclosed.  (Paul Durham)

ManagementPlus

June 2015: Durham Jones & Pinegar represented Salt Lake City-based ManagementPlus in its sale to Eli Global, LLC.  ManagementPlus is the leader in eye care, ophthalmology and optometry-specific EHR (electronic health records), practice management and optical shop management software. Headquartered in Durham, North Carolina, Eli Global is an international information and financial services company that acquires and invests in insurance and annuities, healthcare technology, media, market intelligence, certification, and associated businesses. The transaction amount is undisclosed. (Jeff Jones and Elisabeth Calvert).

Three Key Expert Witnesses Excluded

March 2015: Blake Hamilton, Ashley Gregson, and Chris Wade successfully moved to exclude three expert witnesses that the United States Department of Justice intended to use at trial, one of whom the Department of Justice spent over $150,000 to retain. In this federal fair housing and unlawful policing lawsuit, the Judge agreed with the D|J|P team that one of the experts’ opinions were not relevant to the issues in the case, and that the other two experts were improperly identified as part of an unfair litigation tactic on the part of the Department of Justice. The exclusion of these witnesses from trial will substantially limit the issues the Department of Justice can present to the jury.

Public Roadway Settlement

February 2015: Blake Hamilton and Ashley Gregson successfully resolved a dispute involving a public thoroughfare by assisting their municipal client in securing a deed to the road.

Following resolution of the lawsuit Blake Hamilton argued that the Court should order sanctions against the Defendants for withholding evidence that should have been disclosed in discovery. The Judge ordered sanctions in the form of attorneys’ fees for our client.

D|J|P Uses Innovative Procedure to Shut Down Corporate Espionage

February 2015:  When D|J|P’s corporate client became concerned that a former employee may have removed confidential information and was attempting to use it to benefit himself and his new employer (a competitor of our client), DJP litigators David W. Tufts and Z. Ryan Pahnke moved quickly to obtain judicial relief by devising and employing an innovative procedure. Before the complaint was served, our litigators petitioned the court on an emergency ex parte basis to obtain an order requiring the former employee to turn over all of his electronic communication and data for preservation and use in seeking an injunction.

When this order was executed on the faithless former employee, he and his new employer could see that their scheme was about to be exposed, and they immediately discontinued their wrongful conduct and stipulated to a significant period of non-competition so that our client was able to repair the harm done, and thereby avoid the time and expense of protracted litigation. This innovative approach, devised and executed by our litigators, demonstrates D|J|P’s commitment to obtaining success using procedures that are quicker and less expensive than traditional methods.

$2M Lawsuit Dismissed

January 2015: Blake Hamilton and Ashley Gregson successfully defended a lawsuit against their client, a Dairy, wherein Plaintiffs had alleged Breach of Contract, Unjust Enrichment, Breach of Covenant of Good Faith and Fair Dealing and Conversion of Chattel claims. Plaintiffs sought damages in an amount exceeding 2 million dollars. Hamilton and Gregson got the case dismissed and $0 damages were awarded or paid.

Partnership Capital Growth Investors Acquires The Alaska Club

The Alaska Club_BlueOctober 2014: Represented private equity sponsor, Partnership Capital Growth Investors, in acquisition of The Alaska Club, Inc., a premier health and fitness club business with operations in Anchorage, Juneau and Fairbanks, Alaska, from an affiliate of Lincolnshire Management Inc. (Todd Leishman, Kevin Pinegar, Paul Durham, Elisabeth Smith and Spencer Critchett).

$10M Dissolution Dispute Resolved

September 2014: Blake Hamilton and Ashley Gregson successfully defended a corporation in a lawsuit arising out of a dispute regarding the dissolution of the corporation. Former members of the corporation raised claims regarding $10M allegedly invested or loaned to the corporation. Hamilton and Gregson successfully moved to dismiss several of the claims in the Complaint on a Motion for Judgment on the Pleadings, and negotiated a favorable settlement on the remaining claims without the need for protracted litigation or trial.

Uintah Engineering and Land Surveying

September 2014: Represented the founders and senior executive team of Uintah Engineering and Land Surveying (“UELS”) in connection with the sale of UELS by its private equity owners (Moelis Capital Partners, LLC; Moelis Capital Opportunity Fund I-A, LP; MCP I (UELS), LP; and MCP I (UELS) Holdings, LP) to Nepuels Holdings, LLC. Amount Undisclosed. (Tom Taylor)

Confluence/Bridgewater

August 2014: Represented Confluence Group, LLC and its wholly-owned subsidiaries (Ridgeline Equity Group, Inc. and Cleaners Closet, Inc.) in connection with the structuring and their sale to Aramsco, Inc. and its investment entities, ARI Acquisition Corporation and Aramsco-Aztec Acquisition Corporation. Aramsco, Inc. is a portfolio company of AEA Investors L.P. Amount Undisclosed. (Tom Taylor)

Jubber v. Bank of Utah

April 15, 2014:  In Jubber v. Bank of Utah (In re C.W. Mining Co.), Case No. 12-4174 (April 15, 2014), the United States Court of Appeals for the Tenth Circuit ruled in favor of our client Bank of Utah on all issues in a Utah bankruptcy trustee’s avoidance action seeking recovery of a post-petition transfer made in partial satisfaction of the bank’s fully secured claim.  The Court rejected the bankruptcy trustee’s theories seeking recovery under Bankruptcy Code Sections 549, 550, 542, and 362 (Steven J. McCardell (argued) and Jessica G. Peterson and David F. Klomp (on brief)).

State Street Plaza Investor

September 2014: Represented investor in connection with an investment in the State Street Plaza, a 180 unit mix of low income and market rate apartments and commercial retail space. Amount undisclosed.  (Dade Rose, Mark Astling, Elisabeth Smith)

Confluence Group

8/1/2014: Durham Jones & Pinegar represented Salt Lake City-based Confluence Group, LLC, the owner of the Bridgewater family of companies (including Interlink Supply and Aztec Financial), in its sale to Aramsco, Inc., which is owned by AEA Investors LP. Confluence Group, LLC is one of the leading solution providers to the professional cleaning and restoration market in the United States. Aramsco, Inc. and AEA Investors LP were represented by the New York City-based law firm of Fried, Frank, Harris, Shriver & Jacobsen LLP. New Jersey-based Aramsco provides solutions to specialty contractors in the U.S., serving customers in numerous markets, including fire and water restoration;  hazardous material removal and handling; lead and mold abatement; and more. AEA manages investment funds in excess of $6 billion. The transaction amount is undisclosed. (Tom Taylor, Mark Astling, Rachael L. Ortiz, Spencer Critchett, Dade Rose, Russ Smith, Jason Nixon, Rick Hymas, Bret Randall and Jeff Jones.

Large Construction Defect Case

May 2014: In a large construction defect case involving numerous parties and claims, Terry Wade and Eli Milne successfully obtained an order summarily dismissing all claims against our client with prejudice and on the merits. Because of this success, other defense attorneys in this case have since adopted our arguments verbatim in hopes of obtaining a similar order in favor of their clients.

Outlets at Travers Mountain, LLC.

Represented Outlets at Traverse Mountain, LLC and Craig Realty Group in multiple financings forOutlets at Traverse Mountain construction of outlet mall in Lehi, Utah.  October and November 2011, April 2012, February 2014.  Amount undisclosed. (Gretta Spendlove)

Specially Planned Area Obtained for Tanger Outlets

January 2014: Obtained the Summit County Council’s unanimous vote to approve a Specially Planned Area (“SPA”) for Tanger Outlets.  Other recent efforts to obtain the County Council’s approval had been unsuccessful.  With the adoption of the SPA, Tanger Outlets may expand its commercial retail building at its Kimball Junction location by 23,500 square feet.  The SPA will be effected through the adoption of a development agreement between Summit County and Tanger Outlets.  The development agreement is currently being finalized with the Summit County Community Development Department and then will be forwarded for approval of the Planning Commission and County Council. (Dade Rose)

D|J|P Success in Appeals

D|J|P opposed federal jurisdiction and moved to dismiss for lack of complete diversity of citizenship.  After the motion was granted,  D|J|P successfully defended the district court ruling in the U.S. Court of Appeals for the Tenth Circuit which affirmed the dismissal. (David Arrington, Rick Hymas & Adrienne McKelvey)

D|J|P Victorious Over Three Day Bench Trial

December 2013: David Tufts and Matt Orme were successful in obtaining entry of a judgment reflecting a complete defense victory following a three day bench trial.  In addition to dismissing with prejudice and on the merits all of the plaintiffs’ various fraud, contract and statutory claims, the court awarded our clients the full amount of attorney fees and costs incurred by DJP.  The plaintiffs had been seeking to recover more than $2 million. 

Fair Housing Act

February 2014: Stephen Quesenberry and Jessica Anderson obtained a substantial reasonable accommodation for clients opening a treatment/rehabilitation facility in Alpine under the Fair Housing Act. The limit in Alpine for unrelated individuals living in the same residence is four, and the clients sought to have 16-18 individuals housed at their facility (a large residential house purchased for the facility). D|J|P represented the clients through an administrative appeal and initiated a district court review of the administrative proceedings.  After the filing of the opening briefs before the district court, the parties engaged in settlement discussions, resulting in the reasonable accommodation of 16 residents. 

RESPA Settlement

February 2014: David Tufts and Adrienne Mckelvey obtained a six figure settlement for our client with minimal negotiations undertaken in advance of mandatory arbitration.  When the client came to DJP he was frustrated because his two prior attorney had only been able to obtain an offer to settle for $15,000.  The dispute involved a complicated application of the Federal Real Estate Settlement Procedures Act (or RESPA).  DJP analyzed the relevant authorities and presented them to the defendant in a way that successfully persuaded the defendant to agree voluntarily to pay compensation so as to avoid litigation.  The client praised DJP for having obtained this result so quickly and inexpensively when his two prior attorney had been unable to obtain such an outcome.

Bench Trial

March 2014: Stephen Quesenberry and Kim Barnes were victorious in a bench trial before Judge Faust, quieting title to a $1.5 million residence located next to the Draper LDS temple.  D|J|P’s client was awarded free and clear title to the house after a two day bench trial. 

Windygates LC.

March 2014: Stephen Quesenberry and Aaron Harris were victorious in a construction arbitration (before Arbitrator David Slaughter) arising from the building of a commercial property in Lindon. D|J||P represented Windygates LC, the owner who hired a contractor to construct the commercial building in question. The contractor was paid about $700,000 for their work in constructing the building. The arbitration judgment awarded against the contractor (for construction defects and attorneys fees) was for $534,456.83.

Domestic and International Patents

March 2014:  David Tufts and Ryan Pahnke obtained dismissal with prejudice of claims and counterclaims for breach of a technology license agreement involving domestic and international patents.  The firm represented a technology company that was being threatened with litigation by the licensor.  The firm devised and successfully executed a strategy of striking first by asserting our client’s unique defenses in a lawsuit for declaratory relief in a forum that was convenient to our client.  

Rule 11

March 2014: David Tufts and Matt Orme obtained a Rule 11 sanction in litigation for our clients who were being sued on claims that were unsupportable.  At our urging, the court recognized that the plaintiffs had failed to conduct objectively reasonably research and inquiry before asserting claims against our clients, and because of this the plaintiffs were ordered to reimburse our clients’ attorney fees and costs.  This followed the ruling in the same case that DJP obtained in February 2014, whereby the court had dismissed all the plaintiffs’ claims against our clients with prejudice on a motion to dismiss before the clients had to file an answer in the case. 

Coldwell Banker Commercial

October 2013: Durham Jones & Pinegar represented a group of private investors in their acquisition of the Salt Lake City office of Coldwell Banker Commercial from New Jersey-based real estate company, NRT, for an undisclosed amount. (Paul Durham and Mark Astling)

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CAPROCK Group

November 2013: Durham Jones & Pinegar represented a group of investors affiliated with The CAPROCK Group in a private placement investment in Geopower Energy, LLC, a diversified renewable energy developer based in Utah.  The CAPROCK Group is a multi-family office providing wealth advisory services to its investor clients with locations in California, Washington, Idaho and in Park City, Utah. (Tom Taylor)

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Oil and Gas Construction Company

November 2013: Durham Jones & Pinegar represented an oil and gas pipeline construction company in successfully obtaining the abatement of Internal Revenue Service penalties of $1.05M relating to the client’s failure to pay employment taxes. The firm was also successful in negotiating lien subordination and favorable installment payment agreements with the Internal Revenue Service and the Utah State Tax Commission for the remaining balance owed. (Mark Astling and Gary Thorup)

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Upturn Solutions

December 2013: Dematic acquired Upturn Solutions, Inc. for an undisclosed amount. Durham Jones & Pinegar represented Upturn Solutions in the transaction. Upturn Solutions provides Computerized Maintenance Management Systems. (Josh Little)

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Catalytic Holdings, LLC.

December 2013: Represented Catalytic Holdings, LLC, a holding company of specialist property catastrophe underwriting managers, in its acquisition of Western Re/Managers Insurance Services, Inc. and the property catastrophe business of Align General Insurance Agency, LLC. Amount Undisclosed.

KT Tape/KT Health, LLC.

January 2014: Represented KT Tape/KT Health, LLC, a leading producer of kinesiology tape & sports medicine products, in connection with the sale of a controlling interest to Boston-based Palladin Consumer Retail Partners. Amount Undisclosed.

Wencor, LLC

June 2014: Represented the founder and “rollover” equity owners of Wencor Group, LLC in connection with the sale of Wencor Group, LLC by its private equity owner (Odyssey Investment Partners, LLC) to Warburg Pincus. Amount Undisclosed. (Tom Taylor)

OrthodonticMarketing.net, LLC

March 2014: Represented OrthodonticMarketing.net, LLC in a private placement of member interests ($1,000,000).  The company provides marketing services for orthodontic practices by providing direct mail, video, website development, web-based delivery systems, monitoring and coaching of marketing staff of the client orthodontists, and related design and marketing services.

SecureAlert, Inc.

April 2014: Represented SecureAlert, Inc. in the acquisition of GPS Global Tracking and Surveillance System Ltd., an Israeli corporation that develops products for locating, tracking, tracing, monitoring and surveillance solutions of offenders, vehicles, facilities and human resources. Purchase price $7.8 million, paid in cash and securities.

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Godwin Manufacturing Co., Inc.

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Represented Godwin Manufacturing Co., Inc., the largest family-owned truck equipment manufacturer in the US, in its acquisition of substantially all of the assets of TESCO Williamsen and Williamsen Manufacturing, Inc.  Amount undisclosed. (Jeffrey Jones and Elisabeth Smith).