Business Law Section

A recent Court of Appeals opinion, B. Investment LC v. Anderson, 2012 UT App 24, provides a good reminder that under Utah law, the way an attorneys fees provision is drafted matters. Specifically, there is a line of Utah case law which draws an important distinction between fee provisions which impose fees and costs against an “unsuccessful party” as opposed to a “defaulting party.” Continue reading the expanded entry for a brief explanation of the distinction. If you have thoughts favoring one approach over the other when drafting certain contracts please share.

Please take a moment to submit nominations for our 2011-2012 Practitioner of the Year Award and our 2012 Business Law Section Secretary (download forms by clicking link below). The Award will be presented at our annual section meeting scheduled for April 25, 2012 and an election of the Secretary will be conducted at the meeting as well. No position on whether super PACs are permitted under the Section Bylaws... good luck organizing one. Thanks!

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Today Sen. Lyle Hillyard introduced S.B. 256 to the State Legislature which if passed (as expected) will extend the effective date of the new partnership and LLC acts from July 1, 2012 to July 1, 2013. You can look at the language of the bill via the link below. We have been told that the purpose of the delay is to provide the legislature more time to draft additional amendments to the partnership acts to harmonize them with the new Utah Revised Uniform Limited Liability Company Act. Stay tuned... we'll update you as more information becomes available.
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Our Section has been asked by the Governmental Relations Committee to review S.B. 27 sponsored by Senator Howard Stephenson. The bill is intended to address issues raised by the Supreme Court’s Ivory Homes v. Utah State Tax Comm’n opinion (look under the “Recent Case Law” category for a summary of that case). The overall effect of the amendment appears to make it easier for a taxpayer to seek a refund of “overpayments” which it discovers after a vendor fails to separate out non-taxable items when applying sales tax on their invoices. You can review the bill and its status via the following link: http://le.utah.gov/~2012/htmdoc/sbillhtm/SB0027.htm . If you have any strong feelings about the bill or the way it is drafted please contact the Section Secretary Brent Clayton at brent@hsblegal.com as soon as possible.

CDC Restoration & Construction, LC v. Tradesman Constractors, et al. 2012 UT App 60 (February 2012)
http://www.utcourts.gov/opinions/appopin/cdc_restoration022412.pdf
Business Law Topics:
Trade Secrets
Continue reading for a summary of the relevant facts, rules and case holding...