556 P.3d 100
Utah Ct. App.2024Background
- S6, LLC (a consulting firm) provided services to Wing Enterprises, Inc. under an oral arrangement, expecting equity in Wing as part of its compensation.
- After several years and unresolved negotiations about the terms of the promised equity (specifically, the conditions or "gates" to receive it), Wing terminated the consulting relationship in 2018.
- S6 sued Wing for breach of oral agreement, breach of implied-in-fact contract, unjust enrichment, and promissory estoppel.
- All claims except promissory estoppel were dismissed before trial; the jury found for S6 on the estoppel claim, but the trial court set aside the verdict for lack of a definite, enforceable promise.
- The district court also excluded S6's damages evidence for failure to properly disclose computation methods, and later awarded costs to Wing as the prevailing party.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Dismissal of Implied-in-Fact Contract & Unjust Enrichment Claims | Agreements and conduct demonstrated a contract and Wing was unjustly enriched | No agreement on key terms (gates), no damages evidence for unjust enrichment | District court correctly dismissed both claims |
| Exclusion of Damages Evidence | Disclosure sufficient; Wing knew value, so not harmed | S6 failed to timely disclose computation and value; violated discovery rules | Exclusion proper, no good cause or harmlessness shown |
| Judgment as a Matter of Law on Promissory Estoppel | Promise of equity (4%) was reasonably definite to support jury’s verdict | No definite promise without agreement on gates; no basis for reliance | Proper: no reasonably clear, definite promise; verdict vacated |
| Award of Costs to Wing | Some awarded costs not taxable; should be vacated absent reversal | Costs proper as prevailing party; all within rule | Costs award affirmed; all items recoverable |
Key Cases Cited
- Tolboe Constr. Co. v. Staker Paving & Constr. Co., 682 P.2d 843 (Utah 1984) (sets elements for promissory estoppel in Utah law)
- Nunley v. Westates Casing Servs., Inc., 989 P.2d 1077 (Utah 1999) (promise must be clear and definite for promissory estoppel)
- Salo v. Tyler, 417 P.3d 581 (Utah 2018) (summary judgment burden for nonmoving party)
- Frampton v. Wilson, 605 P.2d 771 (Utah 1980) (defines recoverable "costs" for prevailing party)