AL-IN Partners v. LifeVantage, 496 P.3d 76

Bradley Dixon and Corey Ray were early LifeVantage independent distributors; they formed AL-IN Partners, LLC and transferred Distributorship 101987 to AL-IN.
The Distributor Agreement limited ownership to one distributorship, contained an antiwaiver clause, and required waivers be in writing by an authorized officer.
Dixon allegedly discussed acquiring an interest in the second distributorship with LifeVantage CEO and senior officers; they allegedly told him he did not need to divest his individual distributorship and to use a name-change form instead.
LifeVantage later terminated Distributorship 101987 for violating the one-distributorship rule and rerouted commissions; AL-IN sued for declaratory relief and breach of contract, alleging express oral waiver and affirmative conduct by company officers.
LifeVantage moved to dismiss, arguing the antiwaiver and written-waiver clauses precluded oral waiver; the district court denied dismissal of breach and declaratory-judgment claims. LifeVantage appealed interlocutorily.
The Utah Supreme Court affirmed, holding AL-IN’s pleaded facts were sufficient at the motion-to-dismiss stage to plausibly show intentional waiver of the underlying provision, the antiwaiver clause, and the written-waiver requirement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Can an oral or affirmative waiver overcome an antiwaiver clause and a written-waiver requirement?	AL-IN: officers’ express statements and affirmative conduct amounted to waiver of the one-distributorship rule and related antiwaiver/written-waiver clauses.	LifeVantage: contract requires waivers be in writing; absent an officer-signed writing, waiver is legally ineffective.	Court: Parties can waive such clauses; an express oral waiver or affirmative conduct can plausibly establish intentional waiver at the pleading stage.
Does Mounteer bar finding waiver from conduct like non-enforcement?	AL-IN: Mounteer allows express waivers and distinction between omission vs affirmative conduct supports AL-IN.	LifeVantage: Mounteer imposes a high burden and suggests antiwaiver prevents waiver via non-enforcement.	Court: Mounteer requires clear intent to waive antiwaiver, but does not preclude express oral waivers or affirmative conduct from meeting that burden.
Were AL-IN’s pleadings sufficient to survive a motion to dismiss?	AL-IN: alleged explicit assurances from high-level officers, approvals, promotions, and commission payments—enough to infer intentional waiver.	LifeVantage: complaint lacks any written waiver by an authorized officer, so claims fail as a matter of law.	Court: Taking allegations as true, pleadings sufficiently alleged facts from which a finder could infer waiver; denial of dismissal affirmed.

Mounteer Enters., Inc. v. Homeowners Ass'n for the Colony at White Pine Canyon, 422 P.3d 809 (Utah 2018) (antiwaiver clause requires clear intent to waive both the underlying provision and the antiwaiver clause; express waiver can satisfy that burden)
Calhoun v. Universal Credit Co., 146 P.2d 284 (Utah 1944) (an agent’s intentional oral assurances can bind a company and waive antiwaiver and written-waiver clauses)
Dillman v. Massey Ferguson, Inc., 369 P.2d 296 (Utah 1962) (parties may modify or waive contract terms despite contractual clauses to the contrary)
ASC Utah, Inc. v. Wolf Mountain Resorts, L.C., 245 P.3d 184 (Utah 2010) (a party’s affirmative conduct can waive contractual rights such as arbitration)
Salt Lake City Corp. v. Big Ditch Irrigation Co., 258 P.3d 539 (Utah 2011) (recognized narrow equitable exceptions to writing requirements for contract modification)