This distinction is important because, among other reasons, "a contract or a deed that is void cannot be ratified or accepted," while "a contract or deed that is voidable may be ratified at the election of the injured party."Ockey v. Lehmer , 2008 UT 37, ¶ 18, 189 P.3d 51.¶2 Two years after the Muir Second Family Limited Partnership (the Muir Partnership or Partnership) was administratively dissolved, Nicholas Muir—the former general partner of the Muir Partnership—obtained a loan from the TNE Limited Partnership (TNE).
2008 UT 37, 189 P.3d 51. Background
But because these authorities do not evince the public policy the Landowners suggest, we affirm the district court's decision. 2008 UT 37, 189 P.3d 51. Background
¶ 34 “People are generally free to bind themselves pursuant to any contract, barring such things as illegality of subject matter or legal incapacity.” Ockey v. Lehmer, 2008 UT 37, ¶ 21 n. 12, 189 P.3d 51 (brackets, citation, and internal quotation marks omitted). Accordingly, “an enforceable contract can coexist with a statute that may conflict with its terms so long as the contract does not offend the public policy to which the statute gives voice.
¶ 18 "The distinction between void and voidable is important, although the terms are not always used precisely." Ockey v. Lehmer, 2008 UT 37, ¶ 18, 189 P.3d 51. "A [legal interest] that is void cannot be ratified or accepted. . . ." Id.
We have previously held that there are three categories of deeds: void, voidable, and valid. If a deed is declared void, it "cannot be ratified or accepted, and anyone can attack its validity in court." Ockey v. Lehmer , 2008 UT 37, ¶ 18, 189 P.3d 51 (citations omitted). A void deed "carries no title on which a bona fide purchaser may rely, whereas a [voidable deed] may be the basis of good title in the hands of a bona fide purchaser who gave value prior to the time the deed was avoided by the grantor."
We therefore recite the facts in accordance with the district court's findings." Ockey v. Lehmer , 2008 UT 37, ¶ 3, 189 P.3d 51. See infra notes 5 and 7.
Howick v. Salt Lake City Corp. , 2013 UT App 218, ¶ 43, 310 P.3d 1220. 2008 UT 37, 189 P.3d 51.Howick , 2013 UT App 218, ¶ 34, 310 P.3d 1220.
. ¶16 First, we noted the "rebuttable presumption that defective contracts are voidable rather than void," id. ¶ 25 (citing Ockey v. Lehmer, 2008 UT 37, 189 P.3d 51), and that this presumption can be rebutted "only where a party has made 'a showing free from doubt that the contract is against public policy,'" id. ¶ 23 (quoting Ockey, 2008 UT 37, ¶ 21). Then, we applied Ockey to assess whether the TNE transaction violated public policy.
The determination of the initial showing is a question of fact. Ockey v. Lehmer, 2008 UT 37, ¶ 34, 189 P.3d 51. "The ultimate determination of whether a case presents exceptional circumstances" is a question of law and turns on a balancing test.