Nick J. Nikols, Diana J. Nicholas, and Matthew J. Nikols, Appellees, v. Angela J. Nikols, Appellant. (2026)

Opinion

¶1 This appeal arises from a dispute over the estate of the late John N. Nikols. Following the successive deaths of both John and his son, Michael J. Nikols, Michael's widow, Angela J. Nikols, asserted claims to John's trust.¹ Angela argued that she was the successor to Michael's interest in the trust, his management rights under a separate agreement he and John signed to develop certain properties, and his irrevocable right of first refusal to purchase trust property. The district court granted partial summary judgment in favor of John's other children, Nick J. Nikols, Diana J. Nicholas, and Matthew J. Nikols, on all of Angela's claims, ruling that Michael's interest in the trust and his contractual rights terminated upon his death. We affirm.

BACKGROUND 2

John's Business Ventures

¶2 John was a successful restaurateur and businessman who owned the historic Coachman's Dinner and Pancake House (Coachman's) located on State Street in Salt Lake City and various other commercial and residential properties. John had four children: Michael, Matthew, Nick, and Diana. John's wife passed away in 2011. Michael married Angela in 2016.

¶3 For decades, Michael helped John run Coachman's and assisted with some of John's other property ventures. After Coachman's closed in 2021, John and Michael hoped to redevelop the Coachman's property and another nearby State Street property into “a residential condominium and/or commercial complex.”

The Power of Attorney and the Trust

¶4 In August 2018, John executed a durable power of attorney, appointing Michael as his attorney-in-fact and granting Michael broad authority to manage John's affairs, including the power to buy, sell, and lease real estate; execute contracts; access John's bank accounts; and consent to medical treatment. Nearly a year later, in July 2019, John established the John N. Nikols Living Trust (Trust) and executed a pour-over will directing that all his assets pass to the Trust upon his death. John was the Trust's sole beneficiary during his lifetime, and over time, John transferred “all or substantially all of his significant real estate holdings,” including the Coachman's property, into the Trust. Because Michael had been “managing all of [John's] real and personal property for many years” and was “the person most familiar with [his] affairs,” John appointed Michael as trustee. John also named Michael as the personal representative of his estate in the pour-over will.

¶5 Under the terms of the Trust, upon John's death, all four of his children would become primary beneficiaries in equal parts. The Trust also “request[ed] that the Trustee keep the real estate in the Trust Estate together as much as is reasonable in light of the circumstances as they evolve, and that distributions to the Primary Beneficiaries not be completed until Trustee has developed [the Coachman's property].” Relatedly, the Trust directed the trustee

to retain in the Trust Estate the real property owned by the Trust Estate, and to allocate and distribute the rental income not reasonably needed to maintain and develop said real property to its highest and best use in the reasonable judgment of the Successor Trustee to (or to retain in Trust for the benefit of, as applicable) the aforementioned Primary Beneficiaries (or, if deceased, their respective surviving issue) as herein provided.

¶6 The Trust further included a provision (the Per Stirpes Provision) that directed the allocation of Trust assets “upon the death of a Primary Beneficiary of the Settlor prior to complete distribution of his or her share.” As relevant here, it instructed that “[i]n the event a deceased Primary Beneficiary should leave no issue, then said Primary Beneficiary's share shall be distributed per stirpes, on the principle of representation, to the remaining Primary Beneficiaries or their then living issue upon their reaching the [age of 25].”

¶7 The Trust also included a provision (the Deferral Provision) that stated,

If the Trust directs distribution of the Trust Estate or division into separate trusts, then the Trustee may, in the Trustee's reasonable discretion, defer that distribution or division for a period reasonably necessary to wind up properly the affairs of the Trust. When the Trustee so defers, the Trustee shall make the distribution or division as if it had taken place at the time prescribed in the absence of this paragraph, and all beneficiary rights in those Trust assets shall accrue and vest as of the prescribed time.

The Development Agreement

¶8 On June 5, 2020, John, Michael individually, and Michael acting as the Trust's trustee signed a “Comprehensive Business Development and Investment Agreement” (the Development Agreement) with a retroactive effective date of January 1, 2019—some six months prior to the Trust's creation. The Development Agreement had an effective “term of not less than” 25 years unless terminated earlier by the written agreement of all parties or by Michael's “sole and complete” decision that termination was in the parties’ best interest. Upon termination, all net profits and assets were to be distributed back to the Trust or “the requisite beneficial party.”

¶9 The Development Agreement expressed John's desire to fulfill his past “promises” and “commitments” to Michael; to reward Michael for his “endeavors, work, business advice, loyalty, love and affection (‘Business Judgment’)”; and “to further encourage and induce [Michael] to continue [his] efforts and assume the burden of acting as Trustee and” completing the redevelopment of the Coachman's property and several other named projects.³ To that end, the Development Agreement vested Michael with “sole and absolute discretion” to direct the projects and “irrevocably committed and Conveyed” various Trust properties to Michael for purposes of completing John and Michael's shared objectives. Somewhat confusingly, the Development Agreement also “acknowledge[d]” that “during the term of this Agreement,” Michael had “an irrevocable right to commit and Convey” the properties “for the benefit and completion of” the development of the Coachman's property and that any property—whether “real, personal, choate, inchoate, tangible or intangible—transferred to Michael pursuant to the Development Agreement may be held by Michael in his “sole name.” The Development Agreement also reaffirmed Michael's durable power of attorney to access John's bank accounts and manage his real property, broadly waived “any and all conflicts” of interest, and required John to appoint Michael as the trustee and personal representative of any future trusts or wills.

¶10 As compensation for his efforts, Michael was entitled under the Development Agreement to a “management fee” of 15% of yearly profits from any project and to a “success fee” of 10% of all profits from a project's completion, sale, or transfer. The Development Agreement also granted Michael an “Irrevocable Right of First Refusal” (the IRFR) “to acquire certain Projects, assets, proceeds, from [John], the [Trust], and/or Business Entities formed under” the Development Agreement at 75% of the lesser of the fair market value or a bona fide third-party offer to purchase. The IRFR was “present and enforceable” and “freely assignable.” It was a “separate benefit” from Michael's regular compensation that Michael had the “sole right” to exercise “at any time ․ for the term of” the Development Agreement. The stated purpose of the IRFR was “to induce [Michael] to use his best efforts in the completion and development of the Projects” and to serve as “additional consideration ․ to ensure that he is adequately compensated, rewarded, reimbursed, paid, and able to reap the fruits of all of [his] efforts and fully recover [his] Contribution, that has substantially benefited” John and the Trust.

¶11 Lastly, the Development Agreement included a provision (the Binding Effect Provision), which stated,

The terms, conditions, covenants and agreements, including but not limited to any implied or express waiver of rights, is binding upon the parties, their respective heirs, beneficiaries, assigns, successor[s], successors in interest, representatives, executors, personal representatives, estates, trusts, trustees and the like. There are no express or implied third-party beneficiaries under this Agreement. All rights, profits and benefits hereunder shall accrue solely to the parties.

The Deaths of John and Michael and the Ensuing Lawsuit

¶12 John passed away on August 22, 2023. Michael passed unexpectedly just a few months later, on December 2, 2023. Because Michael did not have any children, Angela, as his widow, was his sole heir and the personal representative of his estate. Prior to his death, Michael had not made any distributions from the Trust, nor had the Coachman's property been redeveloped.

¶13 Following Michael's death, Matthew was appointed personal representative of John's estate, and he, Nick, and Diana (collectively, the Siblings) became successor trustees of the Trust. In that capacity, the Siblings moved swiftly to secure control of the Trust's assets.

¶14 In January 2024, the Siblings served Angela with an eviction notice for the duplex where she resided, which was Trust property, and demanded the keys to various other Trust properties. And in May 2024, they changed the locks on a townhome, also Trust property, where Angela had also been living. In response, Angela, acting as personal representative of Michael's estate, recorded lis pendens on several Trust properties, including the Coachman's property. She also presented a copy of the Development Agreement to the Siblings, who until that point had been unaware of its existence.

¶15 In February 2024, the Siblings initiated the current lawsuit against Angela and Michael's estate, seeking a declaratory judgment that the Development Agreement was invalid and alleging claims for undue influence, breach of contract, breach of fiduciary duty, and conversion against Michael's estate.⁴ Angela counterclaimed, seeking, in relevant part, a declaratory judgment that the Development Agreement was valid and enforceable and that she succeeded to Michael's rights under the Development Agreement as his heir.

The Motions for Partial Summary Judgment

¶16 The parties later filed a series of cross-motions for summary judgment on the following issues: (1) whether Angela or Michael's estate were a beneficiary of the Trust, (2) whether the Development Agreement was enforceable, and (3) whether the IRFR survived Michael as an assignable property interest. We summarize each issue in turn.

¶17 Trust Beneficiaries. The Siblings first sought partial summary judgment on their claim that neither Angela nor Michael's estate was a beneficiary of the Trust. The Siblings argued that because Michael did not have living issue, his interest in the Trust passed to the Siblings pursuant to the Per Stirpes Provision. Angela, in turn, asserted that Michael—and now his estate—was a Trust beneficiary pursuant to the Deferral Provision, which, according to Angela, provided “that if distribution of [Trust] assets is delayed because its assets were sent to ‘separate trusts,’ beneficiary rights vest ‘as of the prescribed time’—the time of John's passing.” She asserted that the Development Agreement created a “separate trust” to which certain Trust properties were conveyed, that this delayed the distribution of Trust assets upon John's death, and that beneficiary rights vested at the time of John's passing and were not redistributed to the Siblings pursuant to the Per Stirpes Provision after Michael died. The Siblings responded that the Deferral Provision did not apply because it required that the Trust—and not any other agreement—direct the distribution of assets to “separate trusts.” They also argued that, in any event, the Development Agreement did not create any such “separate trusts.”

¶18 The district court granted partial summary judgment in the Siblings’ favor, ruling that neither Michael's estate nor Angela was a beneficiary under the Trust. The court concluded that the Deferral Provision's reference to “the Trust” meant that the distribution must be directed by “the Trust document itself and not [be] the creation of a trust pursuant to a different set of transactions or a different set of documents.” The court concluded that, given that interpretation, the Deferral Provision was not triggered and Michael's interest in the Trust thus passed to the Siblings pursuant to the Per Stirpes Provision.

¶19 Termination of the Development Agreement. Next, the Siblings sought partial summary judgment determining that the Development Agreement was unenforceable because it was a personal services contract and thus “terminated upon the deaths of John and Michael.” Specifically, they asserted that the contract was of an “exceedingly personal nature” because, quoting the Development Agreement, it concerned “Michael's obligation to perform in person and complete the ‘plans, goals and projects’ that he and his father had ‘envisioned, planned and implemented and had worked toward over the past 40 years.’ ” The Siblings further pointed to the Development Agreement's stated purpose of encouraging and inducing Michael to continue those efforts and asserted that such obligations could not “be discharged by anyone else—rather they are specific to Michael.” Angela countered that the Development Agreement was not a personal services contract because it was largely intended to compensate Michael for prior work and because any work required under the contract was not something only Michael could perform. Angela also argued that the parties did not intend for the Development Agreement to terminate upon their deaths, asserting that even if it were a personal services contract, the Binding Effect Provision explicitly made its terms binding upon their “heirs, beneficiaries, assigns, successor[s], ․ and the like.”

¶20 The district court again granted partial summary judgment in the Siblings’ favor, ruling that the Development Agreement was a personal services contract and therefore not assignable. The court noted that the Development Agreement was “unusual,” to “put[ ] it mildly.” The court began its analysis with the presumption of assignability and acknowledged that certain “features” of the Development Agreement supported that conclusion. Specifically, the court noted that the contract's subject matter was real estate development (as opposed to a creative or artistic endeavor), the contract had an extended term of at least 25 years although John was already 85 years old at the time of signing, and the contract contained the Binding Effect Provision (although the court noted that the same provision also stated that “[a]ll rights, profits, and benefits hereunder shall accrue solely to the parties”).

¶21 Nevertheless, the court concluded that, taken as a whole, the Development Agreement was “quite clearly rooted in the personal relationship between” John and Michael, pointing to the following:

• The Development Agreement explicitly established that it was premised on “loyalty, love and affection” and on John's multi-decade reliance on Michael's “Business Judgment.”

• The Development Agreement irrevocably committed management of all of John's commercial and residential properties to Michael and gave him absolute, exclusive control over John's existing and future bank and investment accounts.

• The Development Agreement required that John appoint Michael as the trustee and executor of any future or amended trusts and wills. On this point, the court noted that if the contract were assignable, Michael could have theoretically assigned the right to administer John's personal estate to an unknown third-party.

Ultimately, the court reasoned that while it is “perhaps understandable” that a father would, out of personal “love, trust and affection,” give his son “unfettered control” over “the fruits of his lifetime work and effort” and the corresponding “enormous potential profits,” possibly to the detriment of his other children, it is highly implausible that he would do the same for a “potentially unknown and unidentified assignee” of that son. Accordingly, the court ruled that the Development Agreement “was for the personal services of [Michael] to be provided during and after [John's] death.”

¶22 The IRFR. Shortly after the district court ruled on the enforceability of the Development Agreement, the Siblings sent Angela a letter requesting that she release the lis pendens she had recorded on several of the Trust's properties. Angela responded that the court's ruling did not invalidate the IRFR and that she would be exercising her right under the IRFR to purchase certain of the Trust's properties, including the Coachman's property. The parties subsequently filed cross-motions for partial summary judgment on whether the IRFR was enforceable.

¶23 The Siblings contended, among other things, that the IRFR was not enforceable because it terminated along with the Development Agreement upon Michael's death and was therefore no longer enforceable. Angela responded that under the express terms of the Development Agreement, the IRFR was “present and enforceable,” was “freely assignable,” and could be exercised “at any time ․ for the term of” the Development Agreement (i.e., no less than 25 years). Angela also pointed out that the IRFR was granted as compensation for the “substantial[ ] benefit[ ]” Michael gave John. For these reasons, Angela asserted that the IRFR provision could not be considered a “personal service.”

¶24 The district court again granted partial summary judgment in the Siblings’ favor. The court rejected Angela's argument that the IRFR was a separate property interest that survived Michael's death. Pointing to the stated purpose of the IRFR, which was “to induce [Michael] to use his best efforts in the completion and development of the Projects,” the court ruled that the IRFR was “part and parcel of the other duties and obligations in the” Development Agreement. The court further concluded that because Michael never attempted to exercise the IRFR prior to the Development Agreement's termination, the IRFR also terminated at that same time. The court thus ordered Angela to release the lis pendens on the Trust's properties.

¶25 The district court subsequently certified these partial summary judgment orders as final pursuant to rule 54(b) of the Utah Rules of Civil Procedure.⁵ This appeal followed.

ISSUES AND STANDARD OF REVIEW

¶26 Angela challenges each of the district court's partial summary judgment rulings in the Siblings’ favor. Specifically, she contends that the court erred in concluding that (1) neither Angela nor Michael's estate is a Trust beneficiary, (2) the Development Agreement was a personal services contract that terminated upon Michael's death, and (3) the IRFR also terminated upon Michael's death. We “review a district court's legal conclusions and ultimate grant or denial of summary judgment for correctness, viewing the facts and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving party.” Penunuri v. Sundance Partners, Ltd., 2017 UT 54, ¶ 14, 423 P.3d 1150 (quotation simplified).

ANALYSIS

I. Trust Beneficiaries

¶27 Angela contends that she, as Michael's sole heir, is a Trust beneficiary. Specifically, she argues that Michael's beneficiary interest did not pass to the Siblings pursuant to the Per Stirpes Provision because the distribution of the Trust estate upon John's death was delayed, causing Michael's beneficiary rights to vest at the time of John's death pursuant to the Deferral Provision. We disagree.

¶28 “The primary object of a court, in construing the provisions of a trust, is to carry out the intent of the trustor or trustors,” the primary indicator of which is the “language of the trust instrument.” Hull v. Wilcock, 2012 UT App 223, ¶ 27, 285 P.3d 815 (quotation simplified), cert. denied, 293 P.3d 376 (Utah 2012). Here, the Per Stirpes Provision explicitly mandates that “[i]n the event a deceased Primary Beneficiary should leave no issue, then said deceased Primary Beneficiary's share shall be distributed per stirpes, on the principle of representation, to the remaining Primary Beneficiaries or their then living issue upon their reaching” age 25. Pursuant to this provision, because Michael died without issue, his equal share in the Trust estate was to be redistributed to the Siblings. Angela, as Michael's widow, is excluded as a beneficiary under this plain language.

¶29 Under the Deferral Provision, on which Angela relies to overcome the terms of the Per Stirpes Provision, “[i]f the Trust directs distribution of the Trust Estate or division into separate trusts, then the Trustee may, in the Trustee's reasonable discretion, defer that distribution or division for a period reasonably necessary to wind up properly the affairs of the Trust.” In such an event, “the Trustee shall make the distribution or division as if it had taken place at the time prescribed ․, and all beneficiary rights in those Trust assets shall accrue and vest as of the prescribed time.” Accordingly, for the Deferral Provision to apply, two conditions must be met: (1) the Trust must direct “distribution of the Trust Estate or division into separate trusts” and (2) the trustee must exercise “reasonable discretion” to “defer the distribution or division” for a reasonably necessary period.

¶30 Angela contends that both conditions were satisfied and thus “Michael's rights as trust beneficiary vested ‘as of’ the time the distributions would have been made had they not been deferred—meaning John's death.” Addressing the first condition, Angela asserts that the Trust directed a division of assets into “separate trusts” via the Development Agreement, which purported to convey various Trust properties to Michael so that he might redevelop the Coachman's property and pursue other objectives. She also asserts that the Development Agreement created a “separate trust[ ]” to which the assets were to be transferred. But this argument fails simply because the Deferral Provision expressly states that “the Trust” must direct the distribution or division of assets. Accordingly, the Development Agreement, which is separate from the Trust, lacked the authority to trigger the distribution contemplated in the Deferral Provision.⁶

¶31 Further, even assuming arguendo that the Trust properly directed a transfer via the Development Agreement and that this agreement successfully established “separate trusts” to which Michael deferred such a transfer, the Deferral Provision is nonetheless of no benefit to Angela. As an initial matter, Angela does not explain how any distribution contemplated under the Development Agreement would relate back, pursuant to the Deferral Provision, to John's death rather than to during John's lifetime. Indeed, the Development Agreement does not tie or condition any contemplated transfer of assets out of the Trust to John's death, and Angela has not presented any evidence that Michael exercised his discretion following John's death to transfer any assets out of the Trust. Angela also does not clarify how backdating a distribution to John's lifetime pursuant to the Deferral Provision would act to vest Michael's beneficiary interest in the Trust. In any event, the Development Agreement directs that upon its termination, “the net profits and/or assets and properties held by” Michael and any business entities created by him “shall be distributed and/or Conveyed to the Trust or the requisite beneficial party.” And as discussed in Part II below, the Development Agreement terminated upon Michael's death. Thus, even if the Deferral Provision backdated the transfer of assets to a point prior to Michael's death, the terms of the Development Agreement still mandated that any such assets be returned to the Trust upon the contract's termination—namely, upon Michael's death. Consequently, because any backdated distribution was required to be returned to the Trust upon Michael's passing, the Deferral Provision did not vest any lasting beneficial rights in Michael's estate.

¶32 Angela also asserts that the Trust document itself satisfied the first condition, but we are not convinced that the Trust document itself directed distribution of Trust assets specifically upon John's death. As for John's personal property, the Trust instructed the trustee “to abide by any memorandum by [John] directing the disposition of personal property and household effects.” Apart from the Development Agreement, Angela has not pointed to any such “memorandum” purporting to make a bequest of personal property. And as discussed above, the Development Agreement cannot serve as such a document because it expressly directs the return of any transferred assets back to the Trust upon the Development Agreement's termination, which occurred at Michael's death.

¶33 The Trust also contains no provision expressly directing distribution of real property upon John's death. To the contrary, the Trust expressly instructed the trustee “to retain in the Trust Estate the real property owned by the Trust Estate” and to “keep the real estate in the Trust Estate together as much as is reasonable in light of the circumstances as they evolve, and that distributions to the Primary Beneficiaries not be completed until Trustee has developed” the Coachman's property. Indeed, although not determinative, the Development Agreement itself acknowledged that John's “intent in creating the [Trust] was in part, to induce and enable [Michael] to complete the plans, goals and projects” that John and Michael had worked toward over the past 40 years. And because the Coachman's property had not been developed by the time of Michael's passing, it cannot be said that the Trust directed distribution of real property in the few months between John's and Michael's deaths.⁷

¶34 In sum, the district court correctly concluded that the Deferral Provision did not supersede the plain terms of the Per Stirpes Provision. Because Michael's beneficiary interest did not vest prior to his death, the district court properly ruled that neither Angela nor Michael's estate is a beneficiary of the Trust.

II. Termination of the Development Agreement

¶35 Under contract law, a party's death generally does not discharge contractual obligations. See 30 Williston on Contracts § 77:71 (4th ed. 2026) (“The well-settled rule is that death alone does not discharge contractual obligations.”). Rather, the law presumes the assignability of the agreement, passing those rights and obligations directly to the decedent's heirs and successors. See Clark v. Shelton, 584 P.2d 875, 877 (Utah 1978) (“In the absence of a provision forbidding an assignment, an option contract is presumed to be assignable[.]”). An exception to this general rule occurs when the contract is personal in nature, meaning that “the personal needs, characteristics or personality of the obligee are dominant factors in the reason for contracting.” Id. See 17B C.J.S. Contracts § 690 (2026) (stating that in a personal services contract, the “personal qualities” of a party “constituted the particular inducement to the contract”). In other words, a personal services contract “involves one party's skill, trust, or confidence.” 6A C.J.S. Assignments § 39 (2026). See id. (stating that under a personal services contract, “the obligee has relied on the obligor's honesty, skill, reputation, character, ability, wisdom, or taste”); 30 Williston on Contracts § 77:71 (stating that in personal services contracts, “distinctly personal considerations are at the foundation of the contract”). Personal services contracts are subject to the implied condition of the performing party's continued life and capacity. See 17A Am. Jur. 2d Contracts § 656 (2026). Accordingly, the performing party's death or incapacity terminates the agreement and discharges all remaining duties. See Restatement (Second) of Contracts § 262 (A.L.I. 1981) (“If the existence of a particular person is necessary for the performance of a duty, his death or such incapacity as makes performance impracticable is an event the non-occurrence of which was a basic assumption on which the contract was made.”).

¶36 The line dividing non-assignable personal services contracts from otherwise assignable contracts “is not clearly defined.” See 17B C.J.S. Contracts § 691. “Contracts requiring artistic or mechanical skill, ability, or training are generally considered personal contracts,” but a contract may be deemed one for personal services regardless of the underlying subject matter. Id. § 690. Ultimately, beginning with the presumption favoring assignability, the determination of whether a contract is personal in nature turns on whether “the personal needs, characteristics or personality of the obligee are dominant factors in the reason for contracting.” Clark, 584 P.2d at 877. See Restatement (Second) of Contracts § 318(2) (A.L.I. 1981) (“[A] promise requires performance by a particular person only to the extent that the obligee has a substantial interest in having that person perform or control the acts promised.”). This inquiry is “intensely fact oriented,” 30 Williston on Contracts § 77:71, with each case being “decided on its peculiar facts, including a consideration of the language of the contract in the light of the surrounding circumstances,” 17B C.J.S. Contracts § 690. In addition to the subject matter of the contract and the degree of unique skill required by the performing party, other potentially relevant factors include “the importance of trust and confidence in the relation between the parties,” 30 Williston on Contracts § 77:71, whether the acts called for by the contract may be performed just as well by others, 17A Am. Jur. 2d Contracts § 657, and whether the terms of the contract show that performance by others was contemplated, id.

¶37 Angela argues that several factors support the conclusion that the Development Agreement was not a personal services contract. She contends that the contemplated property development entails standard commercial tasks that do not require unique personal expertise and may be performed just as effectively by a substitute party. She also argues that the Binding Effect Provision, which explicitly binds the parties’ “heirs, beneficiaries, assigns, successor[s], ․ and the like” to the terms of the Development Agreement, demonstrates that John and Michael “plainly contemplated performance by other individuals.” Lastly, Angela asserts that the parties did not intend the Development Agreement to terminate at Michael's death. She relies on the contract's use of the term “irrevocable” in the provisions addressing the IRFR and granting Michael for the duration of the term of the Development Agreement the “irrevocable right to commit and Convey” various Trust assets “for the benefit and completion of” the development of the Coachman's property.⁸ But even with the benefit of the presumption of assignability, these factors, when considered in the context of the terms of the Development Agreement as a whole, ultimately do not overcome the conclusion that the contract is personal in nature.

¶38 While the Development Agreement on its face concerns real property development, its specific terms depart significantly from customary commercial development contracts. The Development Agreement is explicitly grounded in the relationship between John and Michael, stating that John relied heavily on the “endeavors, work, business advice, loyalty, love and affection” and “Business Judgment” of Michael in furtherance of his business ventures. The Development Agreement referenced John and Michael's shared vision, stating that the various projects listed in the agreement had been “envisioned, planned and implemented” and “worked toward over the past 40 years or so” by them. The Development Agreement also expressed John's intent to fulfill past “promises” and “commitments” to Michael, to reward Michael for his past efforts, and “to further encourage and induce [Michael] to continue [his] efforts and assume the burden of” completing the redevelopment of the Coachman's property and other named projects. All these recitals emphasize the deeply personal and relational reasons underlying John's entering into the Development Agreement.

¶39 Further, the incredibly broad powers granted to Michael underscore the immense personal trust on which the Development Agreement was based. The Development Agreement vested Michael with authority to manage John's entire personal and business estate, granted him “sole and absolute discretion” to direct the listed projects, broadly waived “any and all conflicts” of interest, and required John to appoint Michael as the trustee and personal representative of any future trusts or wills. This list further includes the provisions to which Angela points that grant Michael the IRFR and the “irrevocable right to commit and Convey” various Trust properties “for the benefit and completion of” the development of the Coachman's property. These sweeping grants of authority far exceed the scope of standard real estate development agreements. A successful businessman such as John would have delegated these extraordinarily broad powers only to someone he absolutely trusted. Accordingly, these terms are inherently personal and non-delegable covenants that a third-party simply could not step in and perform in Michael's place.

¶40 Turning to the Binding Effect Provision, we are not persuaded that it compels the conclusion that the Development Agreement was not one for the personal services of Michael. Although the provision purports to bind the parties’ “heirs, beneficiaries, assigns, successor[s], ․ and the like” to the terms of the Development Agreement, such standard boilerplate is not necessarily dispositive and should not be read in isolation to override the otherwise intensely personal nature of the agreement. See Vogel v. Melish, 203 N.E.2d 411, 412–13 (Ill. 1964) (stating that “in view of the detail of the stockholder's agreement, it is unreasonable to assume that the parties intended it to survive the death of either of them and to be susceptible to performance by their heirs or devisees when no provision for that contingency is made in the agreement, other than the vague and general terms” of a boilerplate provision binding the parties’ “administrators, executors, heirs and personal representatives” to the agreement) (quotation simplified); Roeder v. Ferrell-Duncan Clinic, Inc., 155 S.W.3d 76, 81, 84, 87 (Mo. Ct. App. 2004) (holding that a contract was one for personal services despite “boilerplate language” stating that the agreement was binding on the parties’ “successors, heirs, beneficiaries, assigns and personal representatives”) (quotation simplified); 17A Am. Jur. 2d Contracts § 656 (stating that the implication that a personal services contract terminates upon a party's death “is not necessarily negated by the fact that there is a provision in the contract binding the promisor's personal representatives”). And here, the strong personal relationship, profound trust, and shared vision of the parties, which is evidenced by the terms of the Development Agreement as a whole, are sufficient to overcome such boilerplate language.

¶41 These factors were clearly “dominant factors in the reason for” John entering into the Development Agreement with Michael. See Clark, 584 P.2d at 877. Thus, despite the assumption favoring assignability, the district court correctly concluded that the Development Agreement was a contract for personal services that terminated upon Michael's death.

III. The IRFR

¶42 The IRFR granted Michael the “Irrevocable Right of First Refusal ․ to acquire certain Projects, assets, proceeds, from [John], the [Trust], and/or Business Entities formed under” the Development Agreement at 75% of the lesser of the fair market value or a bona fide third-party purchase offer. Under its terms, Michael was granted “the sole right to exercise his IRFR at any time ․ for the term of” the Development Agreement. The IRFR was also “freely assignable.” The stated purpose of the IRFR was to act as a “separate benefit” to “induce [Michael] to use his best efforts in the completion of and development of the Projects”; to serve as “additional consideration,” ensuring that Michael was “adequately compensated” and “able to reap the fruits of all of [his] efforts”; and to allow Michael “to fully recover [his] Contribution, that ha[d] substantially benefited” John and the Trust.

¶43 Although Angela acknowledges that a right of first refusal is generally “personal to the parties and expires on death,” 30 Williston on Contracts § 77:68 (4th ed. 2026), she contends that notwithstanding its label as an “Irrevocable Right of First Refusal,” the IRFR is in substance a “dual-option provision” that encompasses both a standard right of first refusal and an independent purchase option—the latter of which, Angela asserts, does not expire upon the optionee's death. To clarify, “[a] right of first refusal is a prerogative limiting the owner's right to freely dispose of his property by compelling him to offer it first to the party who has the first right to buy.” Schmidt v. Downs, 775 P.2d 427, 430 (Utah Ct. App. 1989). By contrast, “[a]n option contract is a continuing offer, supported by consideration, which the promisor is bound to keep open.” Coulter & Smith, Ltd. v. Russell, 966 P.2d 852, 859 (Utah 1998). It “consists of the following two elements: (1) an offer to sell, which does not become a contract until accepted; and (2) a contract to leave the offer open for a specified time.” Id. (quotation simplified). Angela asserts that the portion of the IRFR provision permitting the purchase of a Trust property at 75% of a bona fide third-party offer constituted a right of first refusal, while the portion addressing purchase of a Trust property at 75% of its fair market value constituted a purchase option.

¶44 Angela additionally argues that in the event we conclude that the Development Agreement was a contract for personal services, the IRFR was “independent of the other covenants in the Development Agreement” and survived Michael's death because the IRFR itself did not carry the characteristics of a personal services contract.⁹ In support of her argument, Angela points to the IRFR provision's statement that the IRFR is “freely assignable” and intended to act as a “separate benefit,” as well as to the Binding Effect Provision that purports to bind the parties’ “heirs, beneficiaries, assigns, successor[s], ․ and the like” to the Development Agreement.

¶45 We need not delve too deeply into these arguments. Regardless of whether the IRFR provision included a purchase option or was limited to a right of first refusal, and regardless of whether it was distinct from the rest of the Development Agreement, any right to purchase Trust properties pursuant to the IRFR provision expressly lasted “for the term of” the Development Agreement. The right to exercise the IRFR thus expressly depended on the continuing existence of the Development Agreement. While the parties anticipated a term of “not less than” 25 years, we have just concluded that the Development Agreement terminated upon Michael's death, see supra Part II, so any purchase options embedded within the IRFR provision likewise expired as a consequence of that termination.

CONCLUSION

¶46 The district court correctly ruled that Angela, as Micheal's heir, is not a Trust beneficiary because the Deferral Provision did not supersede the terms of the Per Stirpes Provision under the facts of this case; that the Development Agreement constituted a contract for personal services and thus it terminated at the time of Michael's death; and that the IRFR did not survive independently of the Development Agreement but rather also expired at the time of Michael's death.

¶47 Affirmed.  ¹⁰

FOOTNOTES

1.   Because most of the individuals involved with this case share the same last name, we refer to them by their first names, with no disrespect intended by the apparent informality.

3.   The Development Agreement similarly stated that John's “intent in creating the [Trust] was in part, to induce and enable [Michael] to complete the plans, goals and projects” that John and Michael “had envisioned, planned, and implemented and had worked toward over the past 40 years or so, and ensure the culmination of said Projects for the benefit of” John, Michael, and the Trust.

4.   Because the claims against Michael's estate remain pending in the district court and are not a subject of this appeal, we do not recount in detail the Siblings’ allegations supporting those causes of action. Broadly speaking, they allege that Michael exploited his power of attorney to misappropriate a significant amount of John's funds for his personal use and that he grossly mismanaged the Trust's assets.

5.   This court had earlier denied Angela's petition for interlocutory review of the district court's partial summary judgment decision regarding the IRFR and of the court's order requiring her to release the recorded lis pendens.

6.   Because we conclude that the first condition was not satisfied, we have no occasion to address Angela's argument on the second condition.

7.   The Trust did instruct the trustee “to allocate and distribute the rental income not reasonably needed to maintain and develop said real property to its highest and best use in the reasonable judgment of the Successor Trustee to (or to retain in Trust for the benefit of, as applicable) the aforementioned Primary Beneficiaries.” But Angela has not presented any evidence that the Trust had any rental income that was not needed to maintain and develop the properties. To the contrary, because the Coachman's property had not yet been developed, it follows that any rental income would have been put toward those efforts pursuant to the governing clause.

8.   Angela further asserts that because John was well advanced in years when he signed the Development Agreement, the parties were necessarily aware that it was unlikely that he would survive the contract's 25-year term. But at issue here is not whether John's duties under the Development Agreement were personal in nature and therefore not assignable, but rather whether Michael's were. See Clark v. Shelton, 584 P.2d 875, 877 (Utah 1978) (stating that assignability turns on whether the assignment “would add to or materially alter the obligator's duty or risk” and that a contract “is personal in nature, where the personal needs, characteristics or personality of the obligee are dominant factors in the reason for contracting”) (emphases added); 30 Williston on Contracts § 77:74 (4th ed. 2026) (“[I]t is only the death of the party whose pledge is personal that ends the contractual arrangement.”).

9.   We are not entirely persuaded on this point. One of the stated purposes of the IRFR was “to induce [Michael] to use his best efforts in the completion of and development of the Projects,” which mirrored the Development Agreement's stated purpose “to further encourage and induce [Michael] to continue [his] efforts and assume the burden of” completing the redevelopment of the Coachman's property and several other named projects. And as discussed in Part II above, John and Michael's decades-long working relationship and resulting shared vision of the projects, as well as John's affection for and deep trust in Michael, were “dominant factors in the reason for” John entering into the Development Agreement with Michael. See Clark v. Shelton, 584 P.2d 875, 877 (Utah 1978).

10.   Angela seeks an award of attorney fees incurred on appeal pursuant to a clause in the Development Agreement awarding such fees to the “prevailing party” of “any action ․ based upon this Agreement.” Because Angela does not prevail on any of her claims, we deny her request.

ORME, Judge: