Mind & Motion Utah Investments LLC v. Celtic Bank Corp.

Mind & Motion Utah Investments (plaintiff) contracted to buy land from Celtic Bank Corporation (defendant), whose contract stated it 'shall record' phase one of the development by a set date -- using firmer language than the conditional 'unless'/'provided that' language used elsewhere in the same contract for other obligations -- while recording phase one required Celtic to first obtain approval from multiple county entities; the contract gave Mind & Motion sole discretion to extend Celtic's recording deadline, which it did once but declined to extend a second time. When Celtic missed the extended deadline, Mind & Motion sued for breach, the trial court granted Mind & Motion summary judgment, and Celtic appealed, arguing its recording obligation was conditioned on county approval and therefore could not be a breached covenant absent that approval.