A $150 million commercial loan default leads to a Utah Supreme Court decision that puts lender waivers under the spotlight for mortgage professionals
When a $150 million commercial loan goes south, everyone in the mortgage business pays attention – especially when the Utah Supreme Court weighs in.
On August 7, 2025, Utah’s highest court handed down a decision in the case of Talisker Partnership and its affiliates versus Midtown Acquisitions and Wells Fargo Bank. The story starts back in 2006, when Talisker borrowed $100 million from Wells Fargo and Bank of Scotland to fuel a series of real estate projects across Utah. Over time, the loan grew to $150 million, with the Bank of Scotland’s interest eventually landing with Midtown Acquisitions. As is often the case in big deals, the paperwork included a series of waivers – Talisker signed away a host of rights if things ever went wrong.
Things did go wrong. By 2014, Talisker couldn’t keep up with payments or negotiate another extension. The lenders foreclosed, and the properties were sold at two sheriff’s sales. The only bidders? The lenders themselves. The sales didn’t cover the full debt, so Wells Fargo and Midtown kept chasing Talisker for the rest.
Fast forward to 2022. During unrelated litigation, Talisker discovered that the lenders and the court-appointed receiver had signed a Common Interest Agreement and, according to Talisker, worked together to keep sale prices low. Talisker accused them of bundling properties in a way that discouraged competitive bidding and even stalling a potential outside buyer. An appraisal suggested the properties were worth more than the lenders paid at auction.
Talisker went to court, asking for relief from the remaining debt. The company argued that the lenders’ actions violated a Utah rule requiring properties at sheriff’s sales to be sold in parcels “likely to bring the highest price.” Talisker said it never waived that protection, even if it had signed away other rights.
But the lenders pushed back, pointing to the waivers in the loan documents. The district court agreed with them, saying Talisker had given up the right to challenge how the sales were conducted. The court also found no evidence of illegal conduct in the auctions.
The Utah Supreme Court affirmed the lower court’s decision. The justices said the waivers Talisker signed were broad enough to cover all rights related to the foreclosure, including the rule about maximizing sale price. In plain English: if you sign away your rights in a commercial loan agreement, courts are going to hold you to it – even if the outcome feels unfair.
For mortgage professionals, this case is a wake-up call. The court’s message is clear: those boilerplate waivers in commercial loan documents matter, and they can shut down a borrower’s chance to challenge the process later. If you’re structuring, servicing, or enforcing a big commercial loan, you need to know exactly what’s in those waivers – and so do your clients.
The Talisker decision doesn’t just settle a fight between a developer and its lenders. It sets a tone for how Utah courts will handle similar disputes in the future. Lenders get a strong reminder that clear, comprehensive waivers can protect their interests, even if their tactics are aggressive. Borrowers, on the other hand, are put on notice: read the fine print, because once you sign, you may be stuck with the consequences.
In the end, the Utah Supreme Court’s August 2025 ruling is a lesson in the power of contract language. For anyone in the mortgage business, it’s a case worth knowing – and a reminder that in high-stakes lending, the details really do matter.
