Govert Copier Painting v. Van Leeuwen

*175BENCH, Judge

(concurring in part and dissenting in part):

I fully concur in the majority’s treatment of the mechanics’ lien issues. I respectfully dissent, however, to the court’s treatment of Utah Code Ann. § 58A-la-13 (1986). I believe that Copier Painting was “properly licensed” and is therefore not barred by section 58A-la-13. In the alternative, assuming that Copier Painting was not properly licensed, I believe that this case falls within one of the common law exceptions to section 58A-la-13 because Van Leeuwen was not a member of the class the section was intended to protect. Since these conclusions are based upon undisputed facts that were before the trial court, I believe this court should hold that Copier Painting was not barred from bringing suit by section 58A-la-13 rather than remand the issue to the trial court.

THE PROPER ISSUE FOR REVIEW

The majority believes the questions of whether Van Leeuwen contracted with Copier Painting, and whether Copier Painting was, in fact, a partnership, are still unresolved. The majority admits that Van Leeuwen has conceded these facts for purposes of this appeal, but concludes that somehow Van Leeuwen may still assert that they are not true. I respectfully disagree. The reality is that Van Leeuwen had no choice but to concede.

Van Leeuwen’s concession that Copier Painting was the party with which he contracted is, in fact, the law of the case. Prior to his motion for summary judgment, Van Leeuwen moved for dismissal pursuant to Rule 17 of the Utah Rules of Civil Procedure, alleging that Copier Painting was a stranger to the contract to paint the house and therefore was not the “real party in interest.” In support of his motion, Van Leeuwen laid out the facts which he believed proved that Fred Copier was acting individually and not as a partner or employee of Copier Painting. The trial court denied the motion, thereby ruling that Copier Painting was the contractor for the work performed. The motion for summary judgment was then granted based on Copier Painting not being properly licensed; Fred Copier’s status being rendered irrelevant by the trial court’s earlier ruling.

The majority ignores the trial court’s ruling on this key issue. We must give the law of the case the same recognition that we demand of the trial court. “Although a trial court is not inexorably bound by its own precedents, prior relevant rulings made in the same case are generally to be followed.” Salt Lake City Corp. v. James Constructors, Inc., 761 P.2d 42, 45 (Utah Ct.App.1988) (quoting People ex. rel. Gallagher v. District Court, 666 P.2d 550, 553 (Colo.1983)). Since Van Leeuwen has not challenged the trial court’s denial of his motion to dismiss, we are obligated to treat it as the law of the case on appeal. Tracy v. University of Utah Hosp., 619 P.2d 340, 342 (Utah 1980).

The majority also ignores the express terms of the trial court’s order granting summary judgment. The order states that the motion was granted because “Copier Painting, a Utah partnership, did not have a painting contractor’s license,” (emphasis added) and was therefore barred from seeking recovery by section 58A-la-13. The majority places great emphasis on the trial court’s oral statements that Fred Copier was not a partner and that Fred Copier contracted individually with Van Leeuwen.1 Such oral statements, however, are insufficient to alter a prior ruling. If a trial court is “without power to alter its prior ruling upon the subsequent filing of what is, in essence, the same motion,” Tracy, 619 P.2d at 342, then it certainly may not alter its prior ruling sua sponte.

Having established by the law of the case that Van Leeuwen contracted with Copier Painting, and not Fred Copier as an individual, the only question remaining in *176order to frame the proper issue on appeal is whether Copier Painting was a partnership or a sole proprietorship. Van Leeu-wen has in fact conceded that Copier Painting was a partnership because otherwise the summary judgment could not stand. Copier Painting’s legal status was a material fact in determining whether Copier Painting was properly licensed. If Copier Painting was a sole proprietorship, then it was properly licensed, and the bar clearly would not apply. If it was a partnership, however, then the argument might be made that the bar should apply because Copier Painting was not formally licensed as a partnership. Since summary judgment could not be granted without first deciding this issue, Van Leeuwen had to concede on appeal that Copier Painting was a partnership in order to preserve the summary judgment.

Van Leeuwen may not concede a fact in order to preserve the summary judgment, and still claim that the fact is disputed. He is bound by his concession. Since Van Leeuwen conceded that Copier Painting was a Utah partnership, we must answer the question whether Copier Painting, as a Utah partnership, was barred from seeking recovery. Not only is that issue properly before us, it is the only issue before us.2

“PROPERLY LICENSED CONTRACTOR”

Copier Painting maintains that it was properly licensed by virtue of the license held by one of its partners individually. Before addressing the application of section 58A-la-13, we should therefore address this threshold question of whether or not Copier Painting was “a properly licensed contractor.” I believe the trial court’s conclusion on this issue was legally incorrect.

Van Leeuwen argues that Copier Painting was not “properly licensed” because it was a partnership rather than a sole proprietorship as indicated on the license held by Govert Copier. Under the licensing provisions in effect at the time, such a distinction amounted to nothing more than a difference in the name on the license. The statute was silent as to whether Copier Painting, which was properly licensed as a sole proprietorship, was required to modify its license when Fred Copier became a partner.

In order to determine whether the partnership was properly licensed, we must review the licensing requirements for any distinctions between the licensing of a partnership and the licensing of a sole proprietorship. There were no such statutory distinctions at the time the contract was entered into and performed.3 The statutory qualifications for a license were exactly the same.4 The application process was also the same. Once obtained, a license could be renewed in the same manner. See Utah Code Ann. § 58A-la-9 (1986). There was no statutory requirement that if a sole proprietorship changed to a partnership it *177must obtain a new license, nor was there a requirement that the new partnership report any such change. Compare Nickels v. Walker, 74 N.M. 545, 395 P.2d 679, 682 (1964) (failure by a licensed contractor to report his formation of a new partnership barred the partnership’s cause of action even though he was still licensed individually because the statute expressly required new partnerships to obtain a license). The reasonable expectation that Copier Painting could continue to operate under the same license after Govert Copier made his son a partner simply was not dispelled by any express provision of the statute.

“Issuance of a license to [Copier Painting as a partnership] in [its] own name would not have provided defendant with any greater assurances that he was dealing with an experienced and competent contractor,” Asdourian v. Araj, 38 Cal.3d 276, 211 Cal.Rptr. 703, 709, 696 P.2d 95, 101 (1985), than those assurances he received by Copier Painting being licensed as a sole proprietorship. In other words, since one partner had the requisite experience and expertise to be licensed, the partnership, which includes the licensed partner, also had the requisite experience and expertise.5 Cf. Pacific Chromalox Div. v. Irey, 787 P.2d 1319, 1327 n. 2 (Utah Ct.App.1990) (the risk of harm resulting from an engineer being unlicensed was minimized by the unlicensed engineer employing licensed engineers); Latipac, Inc. v. Superior Court, 64 Cal.2d 278, 49 Cal.Rptr. 676, 679, 411 P.2d 564, 567 (1966) (en banc) (“The fitness of a corporation to enjoy a contractor’s license lies in the competence and experience of the individual who qualifies on its behalf.”).

There being no statutory requirement that a newly formed partnership obtain a new license in its own name, I would conclude that Copier Painting, a Utah partnership, was “properly licensed” as a matter of law.

EXCEPTIONS TO STATUTORY BAR

In the alternative, assuming that Copier Painting, a Utah partnership, was not properly licensed, or even assuming that Fred Copier acted individually, I would still not apply section 58A-la-13 to this contract because Van Leeuwen is outside the class this provision is intended to protect, the lay public.

Van' Leeuwen was not an unsophisticated, home-buying member of the public; he was himself an experienced contractor. In his affidavit filed in support of his motion to dismiss, Van Leeuwen stated that he and his brother were “involved in constructing homes” from 1983 to 1986.6 I believe the only reasonable interpretation of this statement is that Van Leeuwen was himself a contractor when he entered into the painting contract with Copier Painting in 1985. Van Leeuwen further admitted in his response to Copier Painting’s first set of interrogatories that he was the general contractor on the home and that he was not licensed. There being no indication by Van Leeuwen to the contrary, there was no factual dispute before the trial court that *178Van Leeuwen was an unlicensed contractor.

An experienced contractor is not entitled to the protection of section 58A-la-13 because he is not a member of the lay public, the class the legislature intended to protect. This is one of the established common law exceptions to the general bar. See, e.g., Loader v. Scott Constr. Corp., 681 P.2d 1227 (Utah 1984).

The general rule is not applied unconditionally, but only under circumstances in which the “party from whom the contractor seeks to recover is in the class the legislature intended to protect.” The purpose behind taking this approach is to avoid unreasonable penalties and forfeitures which go, not to the state, but to repudiated defendants. Laws intended for protecting the public are not intended to become “an unwarranted shield for the avoidance of a just obligation,” and should not allow a “defendant to take the benefit of an unlicensed plaintiffs labor and refuse to pay for it.”

Pacific Chromalox, 787 P.2d at 1326 (citations omitted).

The legislature did not intend to protect contractors because a contractor is “presumed to possess expertise in the contracting business which would enable him to protect himself.” Id. at 1326 (citing Loader, 681 P.2d at 1229). See also Lignell v. Berg, 593 P.2d 800, 805 (Utah 1979). Since Van Leeuwen was himself an experienced contractor, section 58A-la-13 does not apply. It would be grossly inequitable and unwarranted to permit Van Leeuwen to use this section as a “shield for the avoidance of a just obligation.” Fillmore Prods, v. Western States Paving, Inc., 561 P.2d 687, 690 (Utah 1977) (quoting Matchett v. Gould, 131 Cal.App.2d 821, 281 P.2d 524 (1955)). No public policy would be served by permitting one unlicensed contractor to invoke section 58A-1a-13 as a shield against another unlicensed contractor. Section 58A-la-13 simply was not intended to protect unlicensed contractors from each other.

In Loader, 681 P.2d at 1227, the Utah Supreme Court found in favor of the unlicensed contractor because (1) the defendant, a licensed contractor, was not a member of the class the statute intended to protect, (2) the unlicensed contractor fully performed the contract and the defendant would be unfairly benefited by avoiding payment, and (3) the contractor’s unlicensed status was the result of a good faith mistake. Likewise, Copier Painting should not be barred from bringing suit against Van Leeuwen for the following reasons: (1) Van Leeuwen is not a member of the class intended to be protected by the legislature because he was himself an unlicensed contractor; (2) Van Leeuwen would be unfairly benefited by avoiding payment for the painting services performed; and (3) assuming Copier Painting was not “properly licensed,” such technical deficiency was because of a good faith mistake in interpreting an ambiguous statute.

The majority lists several disputed facts which it views as material to a determination whether section 58A-la-13 should be applied to Copier Painting. Without belaboring the point by referring to each fact listed, I believe that such facts have nothing to do with whether Van Leeuwen was a member of the class intended to be protected. The disputed facts listed only become relevant if Van Leeuwen was a member of the protected class. Inasmuch as I believe that Van Leeuwen was not entitled to such protection, I view these facts as immaterial.7

I therefore believe it unnecessary to remand the issue of whether Copier Painting *179is barred under section 58A-la-13. The summary judgment should be reversed and the contract claims should be set for trial.8

. If the intended holding of the trial court was that Fred Copier was not a partner and that Fred Copier contracted individually with Van Leeuwen, then the trial court should have granted Van Leeuwen’s motion for dismissal. Van Leeuwen, however, has not challenged the trial court’s ruling on that issue and is therefore bound by the ruling.

. The majority indicates that I find that Fred Copier was a licensed contractor. This, however, is a mischaracterization of my dissent since I clearly address only whether the business entity, Copier Painting, is properly licensed.

. When the contractor licensing provisions were amended in 1989, after the period in question, a new provision was added, section 58-55-7, which distinguished between issuing a contractor's license in the name of an individual and issuing a license in the name of a business entity. The new provision requires that a business entity other than a sole proprietorship have a "qualifier" who takes the test on behalf of the business entity.

. Utah Code Ann. § 58A-la-8 (1986) provided:

(1) Each applicant for a contractor’s license shall:
(a) submit to the division a verified application made on a form prescribed by the division specifying the classification of license which is being applied for;
(b) demonstrate a degree of experience, financial responsibility, and general knowledge of the building, safety, and health laws of the state, and the principles of the contracting business reasonably necessary for the safety and protection of the public; and
(c) deliver the proper fee determined by the department under Subsection 63-38-3(2).
(2) The director may refuse to issue a license to any applicant who fails to meet the requirements and qualifications of this chapter and the rules of the division.

. Inasmuch as a partnership may, as a matter of law, be considered to have the same knowledge as its partners, see Utah Code Ann. § 48-1-9 (1989), the public may likewise, as a matter of law, be deemed adequately protected when at least one of the partners has a license. See, e.g., Desert Springs Mobile Home Ranches, Inc. v. John H. Wood Constr. Co., 15 Ariz.App. 193, 487 P.2d 414, 417 (1971) (“qualifying partner in whose name a valid contractor’s license stood at time the cause of action accrued should be considered as one with the company").

. The majority criticizes my use of Van Leeu-wen’s affidavit from the prior motion as a basis for concluding that Van Leeuwen was a contractor because the affidavit was not "included in the materials supplied to the judge when he decided Van Leeuwen’s Motion for Summary Judgment.” The majority continues, ”[w]e will not consider facts on appeal when there is no record the trial judge had access to those facts when deciding the motion at issue." I agree with the principle stated by the majority but find that in the present case the trial court “had access to those facts.” Not only was the affidavit a part of the record, the issue of whether Van Leeuwen was a contractor was expressly raised in Copier Painting’s memorandum in opposition to Van Leeuwen’s motion for summary judgment. I therefore believe that the fact that Van Leeuwen was himself a contractor was undisputed and properly before the trial court at the time it granted summary judgment.

. I believe that the record before us is clear that Van Leeuwen was a contractor and therefore not entitled to the protection of the licensing provisions. Inasmuch as the majority does not share this view, however, the first issue to be addressed on remand is whether Van Leeuwen was a contractor. That is not to say that the other common law exceptions could not be considered, only that they may not be needed. If it is determined on remand that Van Leeuwen was entitled to such protection, the other common law exceptions may then be considered.

. The majority opinion mischaracterizes this result as the granting of a motion for summary judgment which was never filed. Remanding for a trial on the merits without any further discussion regarding section 58A-la-13 is clearly not the granting of a motion for summary judgment to Copier Painting. When we reverse a summary judgment on appeal, it is either because 1) there were material questions of fact that were disputed, or 2) given the undisputed facts, the moving party was not entitled to judgment as a matter of law. See Utah R.Civ.P. 56(c).

The majority reverses because it finds that there were disputed facts material to a determination of whether section 58A-la-13 should be applied. I, on the other hand, believe that the material facts are undisputed and that Van Leeuwen is not entitled to summary judgment as a matter of law. By reversing the summary judgment as a matter of law, we simply return the parties to the same status that existed prior to the granting of the summary judgment. The only difference is that the legal question is now resolved. This, however, is the risk that a party takes when it seeks summary judgment.