Express Recovery Services Inc. v. Olson, 397 P.3d 792

All Pro Appliance assigned to Express Recovery its rights under an employment agreement that contained a liquidated-damages/training-cost repayment clause.
Express Recovery sued Daniel Olson for breach of contract to collect $10,348.25 (training costs and other amounts).
Olson filed a counterclaim seeking an offset (≈ $1,600) but conceded he could not obtain a net money recovery against the assignee; his claim functioned as a defensive setoff.
After a bench trial, the court found that Express Recovery failed to prove its claim and Olson failed to prove his counterclaim; no money judgment was entered for either party.
The employment agreement provided that the prevailing party is entitled to reasonable attorneys’ fees and costs, including on appeal. The trial court denied fees to both parties, concluding neither prevailed.
On appeal, Olson argued he was the prevailing party because he achieved his optimal outcome (no judgment against him); the Court of Appeals agreed and remanded for an award of reasonable fees incurred at trial and on appeal.

Issue	Plaintiff's Argument (Express Recovery)	Defendant's Argument (Olson)	Held
Who is the “prevailing party” under the contractual fee clause?	Neither party prevailed; trial court rightly denied fees.	Olson prevailed because he achieved his optimal outcome: zero recovery against him.	Olson is the prevailing party; trial court abused discretion in denying fees.
Does Olson’s counterclaim affect prevailing-party analysis when asserted against an assignee?	Counterclaim should be treated as a normal counterclaim; if successful, it could yield fees.	Olson’s counterclaim was legally only a defensive setoff against an assignee and could not produce a net award.	Olson’s counterclaim was a setoff only; maximum net recovery against assignee was $0, so it did not defeat his prevailing-party status.
Did trial court need bad-faith findings to award contractual fees?	Trial court relied on good-faith observation to deny fees.	Contractual fee entitlement is independent of bad-faith statute; no bad-faith showing required.	Contract controls; court must apply contractual fee provision regardless of bad-faith statute.
Are appellate fees included?	Not argued to preclude them.	Agreement explicitly covers fees on appeal; Olson seeks appellate fees.	Prevailing party on appeal may recover reasonable fees incurred on appeal under the contract; remand should include appellate fees.

Valcarce v. Fitzgerald, 961 P.2d 305 (Utah 1998) (question of recoverability of attorney fees is a legal issue reviewed for correctness)
R.T. Nielson Co. v. Cook, 40 P.3d 1119 (Utah 2002) (trial court’s prevailing-party determination reviewed for abuse of discretion and factors to consider)
A.K. & R. Whipple Plumbing & Heating v. Guy, 94 P.3d 270 (Utah 2004) (endorsing a flexible, common-sense approach to contractual “prevailing party” language beyond the net-judgment rule)
Olsen v. Lund, 246 P.3d 521 (Utah Ct. App. 2010) (focus on comparative victory and proportional balancing of amounts sought vs. recovered)
Mountain States Broadcasting Co. v. Neale, 783 P.2d 551 (Utah Ct. App. 1989) (articulating the net-judgment rule as a starting point)
Cobabe v. Crawford, 780 P.2d 834 (Utah Ct. App. 1989) (contractual fee provisions must be applied and may include appellate fees)
Hahnel v. Duchesne Land, LC, 305 P.3d 208 (Utah Ct. App. 2013) (courts must enforce contractual attorney-fee provisions strictly)
Chesney v. District Court of Salt Lake County, 108 P.2d 514 (Utah 1941) (assignee cannot be subject to an affirmative judgment for a counterclaim excess; obligor’s claims against assignor operate only defensively against assignee)
Winegar v. Froerer Corp., 813 P.2d 104 (Utah 1991) (explaining limits on obligor’s affirmative claims against an assignee)
Griffin v. Cutler, 339 P.3d 100 (Utah Ct. App. 2014) (remand procedure for determination of reasonable fees)