Westgate Resorts, Ltd. v. Adel, 378 P.3d 93

Background

CPG (Adel and Consumer Protection Group) prevailed on UPUAA fraud claims against Westgate in arbitration; the panel later awarded CPG attorney fees for arbitration and for post-arbitration (confirmation/vacatur/appeal) proceedings.
Westgate moved to vacate part of the panel's awards, arguing arbitrators lacked authority to award fees for court confirmation proceedings and that awarded arbitration fees exceeded the amount CPG was contractually obligated to pay its lawyers.
The district court confirmed both fee awards; Westgate appealed to the Utah Supreme Court.
The Supreme Court reviewed statutory scope (UUAA and UPUAA), applying de novo review to statutory questions and the deferential "manifest disregard" standard to alleged legal errors by arbitrators.
Court held arbitrators may award "reasonable attorney fees" for arbitration under UUAA when authorized by law (here, the UPUAA), but concluded arbitrators exceeded authority by awarding fees for post-arbitration judicial proceedings.
The court affirmed the arbitration-fee award for arbitration proceedings, rejected the challenge that fees must be limited to the contracted amount, and remanded to have the district court award reasonable appellate fees under the UPUAA.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether arbitrators may award attorney fees for judicial proceedings confirming or vacating an arbitration award	CPG: arbitrators can award "reasonable attorney fees and other reasonable expenses of arbitration" broadly to include confirmation/vacatur/appeal work	Westgate: UUAA limits fees to "expenses of arbitration" only; confirmation/appeal fees are judicial, so only courts (per UUAA §126) may award them	Arbitrators exceeded authority in awarding fees for post-arbitration judicial proceedings; those awards are void and should be determined by courts on remand
Whether the UPUAA limits a prevailing plaintiff's recoverable "reasonable attorney fees" to the amount contractually owed to its attorneys	CPG: UPUAA allows recovery of reasonable market-value fees (like RICO); statute contains no contractual-cap on recoverable fees	Westgate: fees must be limited to amounts actually incurred/contracted to prevent over-recovery	No manifest disregard: because UPUAA does not expressly limit fees to contracted amounts and no controlling Utah precedent mandates such a cap, the panel’s market-rate calculation was permissible; arbitration-fee award affirmed
Standard of review applicable to arbitrators' statutory authority	CPG: (implicit) defer to arbitrator except where statute clearly limits authority	Westgate: statutory questions should be reviewed de novo to check arbitrator authority	Court: statutes defining arbitrator authority are reviewed de novo; other legal errors by arbitrators reviewed under the highly deferential manifest-disregard test
Entitlement to appellate attorney fees under UPUAA	CPG: prevailing party on UPUAA claim may recover appellate fees as part of "cost of the suit"	Westgate: waivers and precedent limit recovery absent timely request below	Court: UPUAA authorizes appellate fees; CPG prevailed on UPUAA claims and is entitled to reasonable appellate fees (with adjustment for issues on which it did not prevail)

Key Cases Cited

Westgate Resorts, Ltd. v. Consumer Prot. Grp., LLC, 289 P.3d 420 (Utah 2012) (prior appeal resolving merits and addressing arbitrator bias/remand)
Busas Baseball, Inc. v. Salt Lake Trappers, Inc., 925 P.2d 941 (Utah 1996) (explaining "manifest disregard" standard for vacating arbitration awards)
Softsolutions, Inc. v. Brigham Young Univ., 1 P.3d 1095 (Utah 2000) (contract interpretation context for attorney-fee awards)
Strohm v. ClearOne Communications, Inc., 308 P.3d 424 (Utah 2013) (statutory fee limitation where statute expressly limited recoverable fees)
Valcarce v. Fitzgerald, 961 P.2d 805 (Utah 1998) (awarding appellate attorney fees when statute authorizes fees and adjusting for issues not prevailed upon)
Marbury v. Madison, 5 U.S. 137 (U.S. 1803) (judicial duty to interpret the law)