## Facts

- Alma and Wanda Butler bought real property in Roy, Utah, on June 10, 1977.
- On May 15, 1978, the Butlers sold the property to Paul S. and Catherine L. Cornwell under a written uniform real estate contract; the contract was recorded May 16, 1978.
- On March 3, 1980, the Cornwells borrowed $38,000 from Wilford W. and Dorothy P. Goodwill and executed a trust deed on the property in the Goodwills’ favor as security for the loan.
- The Goodwills recorded their trust deed on April 3, 1980.
- The Cornwells later failed to make required payments under the real estate contract.
- On February 17, 1981, the Butlers notified the Cornwells that they were in default.
- On March 4, 1981, the Butlers sent the Cornwells a notice of default and cancellation of the contract; the notice was recorded March 12, 1981.
- The Butlers then sold the property to Darwin and Jacqueline Dirks. The Butlers did not notify the Goodwills of the default, cancellation, or resale because they were unaware of the Goodwills’ trust deed until March 20, 1981.
- About three years later, the Goodwills learned of the resale and the loss of their claimed security interest, but they never tendered to the Butlers the money necessary to bring the Cornwells’ contract current.
- On March 16, 1984, the Dirks filed a quiet-title action under Utah Code Ann. § 78-40-1. The trial court granted the Dirks summary judgment and entered a final decree quieting title in the Dirks.
- The Goodwills appealed.

## Issues

1. Is it the duty of a lender who takes an assignment of a buyer’s interest in a real estate contract as security to investigate and monitor the status of the assignor-buyer’s rights and obligations under that contract?
2. Did repossession under the contract and the ensuing quiet-title procedure constitute state action under the Fourteenth Amendment, giving the lender a constitutional right to reasonable notice before its security interest was destroyed?

## Decision

- The Utah Court of Appeals affirmed the summary judgment quieting title in favor of the Dirks.
- The court held that when a contract buyer assigns its interest as security, the assignee-lender acquires a mortgage-like lien on the buyer’s contract interest (limited to the buyer’s equity), not an independent interest in the land.
- Because the lender’s interest is derivative of the buyer’s contract rights, it is subject to termination if the buyer defaults and the seller cancels the contract according to its terms.
- The court held the burden rests on the assignee-lender to protect its interest by determining the status of the underlying contract and taking steps available under the contract (including making payments necessary to avoid default).
- The court rejected the Goodwills’ argument that the Butlers had a duty to search for and notify the Goodwills of the Cornwells’ default or the contract cancellation.
- The court held the repossession/cancellation under a private contract and the quiet-title action did not amount to state action sufficient to trigger Fourteenth Amendment due process notice requirements.
- The court noted the Goodwills’ appellate brief failed to include record citations as required by appellate rules, a defect that could have supported affirmance, but the court also affirmed on the merits.

## Legal Principles

- A purchaser under an executory real estate contract has a mortgageable interest; a security assignment of that interest gives the lender an equitable, mortgage-like lien on the buyer’s contract interest.
- An assignee-lender takes no greater rights than the contract buyer possessed; the assignee’s rights remain conditioned on the buyer’s continued performance under the contract and are limited by the buyer’s equity.
- If the buyer defaults and the seller cancels the contract pursuant to its terms, the cancellation terminates both the buyer’s interest and any derivative assignee-lender interest, unless the assignee acts to protect itself through the buyer’s contract rights (such as curing defaults).
- The duty to monitor and protect the assigned contract interest rests on the assignee-lender; absent statute or agreement, the contract seller has no general duty to locate and give notice to unknown assignees or lenders before cancellation.
- Recording a trust deed provides notice for priority purposes, but it does not, by itself, impose a notice obligation on a contract seller who is not a party to the assignment.
- Private cancellation/reacquisition under a real estate contract, and a standard quiet-title proceeding to confirm title, do not constitute state action merely because courts are available to resolve the dispute.
- Summary judgment is proper when material facts are undisputed and the moving party is entitled to judgment as a matter of law.

## Conclusion

The Utah Court of Appeals affirmed a quiet-title decree for the Dirks, holding that the Goodwills’ recorded trust deed gave them only a mortgage-like lien on the Cornwells’ contract interest, which was extinguished when the Cornwells defaulted and the Butlers canceled the real estate contract, and that neither the private cancellation nor the subsequent quiet-title action amounted to state action requiring constitutional notice to the Goodwills.


Dirks v. Cornwell, 754 P.2d 946 (1988)