Can You Recover Attorney Fees in a Utah Business Lawsuit?

In Utah business lawsuits, winning does not automatically mean the other side pays your attorney fees. Before suing, defending, or settling a dispute, businesses should understand when attorney fees may be recoverable under a contract, statute, rule, or recognized exception.

Because fees can affect both risk and settlement value, they should be evaluated before major litigation decisions are made.

Can I Recover Attorney Fees If I Win a Lawsuit in Utah?

Sometimes, but not automatically.

Utah generally follows the American Rule, meaning each side pays its own attorney fees unless a contract, statute, rule, or recognized exception allows fee recovery.

Attorney Fee Clauses in Utah Business Contracts

In many business disputes, the contract is the first place to look.

Many commercial contracts include attorney fee provisions. These clauses often say that the “prevailing party” in a dispute may recover reasonable attorney fees.

Other clauses may limit the following:

1. Fee recovery to collection actions.
2. Enforcement actions.
3. Default remedies.
4. Indemnity claims.
5. Specific types of proceedings.

For example, a contract may allow fees only if one party sues to collect amounts due. Another contract may allow fees for “any action arising out of or relating to” the agreement. Those clauses can produce very different results.

Utah also has a reciprocal attorney-fee statute. Under Utah Code § 78B-5-826, if a written contract, promissory note, or other writing allows at least one party to recover attorney fees, a court may award attorney fees to either party that prevails in a civil action based on that writing.¹

In general, a one-sided attorney-fee clause may not stay one-sided in Utah.

What Does “Prevailing Party” Mean in a Utah Attorney Fee Claim?

Many clients assume that if they win anything, they are the prevailing party. This is not always the case. Courts may look at the claims, the relief requested, the relief obtained, and the overall result to make decisions.

A party that wins one issue but loses the main dispute may not receive all the fees it wants. A party that wins on liability but recovers much less than demanded may face a fight over whether it prevailed and what amount of fees is reasonable.

That is why fee clauses and fee statutes should be reviewed early in the case.

Common Utah Laws That May Allow Attorney Fee Recovery

Some Utah statutes allow attorney fees in specific kinds of cases, but fees are not available in every statutory claim. A party still must identify the statute, meet its requirements, and show the requested amount is reasonable.

Utah’s Reciprocal Contract-Fee Statute

Utah Code § 78B-5-826 may apply when a civil action is based on a promissory note, written contract, or other writing that allows at least one party to recover attorney fees. The statute allows the court to award costs and attorney fees to either party that prevails.²

This statute often matters in:

1. Business loan disputes.
2. Commercial leases.
3. Service agreements.
4. Purchase agreements.
5. Other written contracts.

Bad-Faith Claims or Defenses

Utah Code § 78B-5-825 allows a court to award reasonable attorney fees to a prevailing party in a civil action if the court determines that the action or defense was without merit and not brought or asserted in good faith.³

This is not the same as saying, “The other side lied,” or “The other side was difficult.” Courts usually require more than ordinary hard-fought litigation. But when a claim or defense truly lacks merit and was not asserted in good faith, this statute may matter.

Trade Secret Disputes

Utah’s Uniform Trade Secrets Act allows a court to award reasonable attorney fees to the prevailing party in certain situations. Under Utah Code § 13-24-5, those situations include:

1. Bad-faith misappropriation claims.
2. Bad-faith motions to terminate an injunction.
3. Willful and malicious misappropriation.⁴

This can matter in cases involving customer lists, confidential business information, pricing data, formulas, software, internal processes, or other sensitive business information.

Consumer Sales Practices Claims

The Utah Consumer Sales Practices Act includes a fee provision in actions by consumers. Utah Code § 13-11-19(5) allows a court to award a reasonable attorney fee to the prevailing party in certain circumstances.⁵

This statute may matter when a business faces consumer claims or when the dispute involves allegedly deceptive or unconscionable practices in consumer transactions.

Deceptive Trade Practices Claims

The Utah Truth in Advertising Act provides remedies for certain deceptive trade practices. Utah Code § 13-11a-4(1)(c) states that the court shall award attorney fees to the prevailing party in certain actions under that chapter.⁶

This can matter in disputes involving:

1. Misleading advertising.
2. Competitor comparisons.
3. False statements about goods or services.
4. Business-related conduct.

Business Opportunity Disputes

The Utah Business Opportunity Disclosure Act gives purchasers certain remedies when a seller violates the statute. Utah Code § 13-15-302(2)(b) provides that a purchaser may be entitled to rescission, reasonable attorney fees, costs of court, and damages or statutory minimum recovery in qualifying cases.⁷

This statute can matter in disputes involving:

1. Business-opportunity sales.
2. Franchise-like arrangements.
3. Promised business systems.

Wage Claims

Utah’s Payment of Wages Act can allow attorney fees in certain wage-related claims. Utah Code § 34-28-9.5 allows an employee to file a wage claim in court without exhausting administrative remedies, and the wage chapter includes civil remedies that may include attorney fees depending on the claim and posture.⁸

For businesses, wage fee exposure matters because a relatively small unpaid-wage dispute can become more expensive if penalties and attorney fees are available.

Shareholder Inspection and Corporate Records Disputes

Utah corporate law gives shareholders and directors certain rights to inspect corporate records. If a court orders inspection or copying of demanded records, Utah Code § 16-10a-1604(3) generally requires the corporation to pay the shareholder’s or director’s costs incurred to obtain the order, including reasonable counsel fees, unless the corporation proves it refused inspection in good faith because it had a reasonable basis to doubt the right of inspection.⁹

Utah Code § 16-10a-720(5)(a) also addresses shareholder lists for meetings and can require the corporation to pay costs, including reasonable counsel fees, if the court orders inspection or copying of the shareholder list before or at the meeting.¹⁰

These statutes matter in:

1. Owner disputes.
2. Freeze-outs.
3. Shareholder-information disputes.
4. Corporate-control fights.

Appraisal Proceedings

In certain corporate appraisal proceedings, Utah Code § 16-10a-1331 allows the court to determine costs and may assess fees and expenses of counsel and experts in amounts the court finds equitable under specified circumstances.¹¹

This can matter when shareholders dissent from certain corporate actions and seek judicial appraisal of shares.

LLC Derivative Actions

For Utah limited liability companies, Utah Code § 48-3a-806(2) allows the court to award reasonable expenses, including attorney fees, in derivative proceedings under certain circumstances.¹²

This statute can matter when a member brings a derivative claim to enforce rights belonging to the company rather than only personal rights belonging to the member.

Construction Lien Actions

Utah’s construction lien statute provides for attorney fees in certain lien-enforcement actions. Under Utah Code § 38-1a-707, in an action brought to enforce a lien under the chapter, the successful party may recover reasonable attorney fees, subject to statutory limits and exceptions.¹³

This can matter in:

1. Construction disputes.
2. Contractor disputes.
3. Subcontractor disputes.
4. Supplier disputes.
5. Property-development disputes.

Wrongful Lien Disputes

Utah Code § 38-9-205(5) also addresses attorney fees in wrongful lien situations. A person who records a wrongful lien may face damages, attorney fees, and costs in certain circumstances.¹⁴

That can matter when a business or property owner faces an improper lien, false lien, or groundless recorded claim.

Lis Pendens / Notice of Pendency Disputes

A lis pendens, also called a notice of pendency, can cloud title to real property while litigation is pending. Utah Code § 78B-6-1304(8) includes fee-shifting language for certain motions involving notices of pendency.¹⁵

This can matter in:

1. Real estate disputes.
2. Development disputes.
3. Ownership disputes.

4. Title disputes.

Pattern Of Unlawful Activity Claims

Utah’s pattern-of-unlawful-activity statute allows fee recovery for a prevailing party on certain civil claims. Utah Code § 76-17-403(2) provides that a party who prevails on a cause of action brought under that section recovers the cost of suit, including reasonable attorney fees.¹⁶

These claims can have grave consequences and should not be made casually. But in the right case, the fee provision can become a significant part of the litigation analysis.

Antitrust Claims

Utah antitrust law also includes attorney-fee-related provisions. Utah Code § 76-16-511 permits private actions for certain antitrust injuries, and Utah’s antitrust provisions include attorney-fee oversight in actions brought under that part.¹⁷

Antitrust cases are specialized and fact-intensive, but businesses should know that fee exposure can become part of the risk analysis in those disputes.

How to Request Attorney Fees Under Utah Rule of Civil Procedure 73

Even when a party has a legal basis to recover attorney fees, the party still must request them correctly.

Utah Rule of Civil Procedure 73 requires a motion for attorney fees no later than 14 days after judgment, subject to exceptions. It also requires the motion to identify the basis for fees and support the amount claimed with an affidavit or declaration describing the work performed and establishing reasonableness. ¹⁸

Having a right to fees is not enough. You must preserve the request and prove the amount.

How Attorney Fee Exposure Affects Utah Business Lawsuit Settlements

Attorney-fee exposure can influence settlement strategies.

If one side has a strong fee claim, that may increase leverage. A defendant may settle earlier to avoid paying not only damages but also the plaintiff’s attorney fees. A plaintiff may push forward if the fee statute makes the case economically viable.

But fee exposure can also make a case harder to settle. If both sides believe they can recover fees, each side may dig in. A $50,000 dispute can turn into a much larger fight if attorney fees become the main issue.

What Utah Businesses Should Review Before Suing or Defending a Claim

Before making a major litigation decision, businesses should ask:

• Does the contract include an attorney-fee clause?
• Does Utah’s reciprocal fee statute apply?
• Does a specific Utah statute allow fees for this claim?
• Does the fee statute help only one side, or both sides?
• What does “prevailing party” mean under the contract or statute?
• How much will the fee claim realistically add?
• Does fee exposure change settlement strategy?
• What deadline applies to claim fees after judgment?

These questions help businesses evaluate litigation cost, risk, and settlement strategy.

Talk to a Utah Business Litigation Attorney About Attorney Fee Recovery

If your business is considering a lawsuit, defending a claim, or evaluating a settlement, attorney-fee recovery should be part of the strategy from the beginning.

Christensen & Jensen can help Utah businesses evaluate whether attorney fees may be recoverable, assess litigation risk, and build a strategy that fits the economics of the dispute. Contact us today.

FAQ: Attorney Fees in Utah Business Lawsuits

• If I win a Utah lawsuit, do the other side have to pay my attorney fees?

  Not automatically. Utah follows the American Rule, which means each side pays its own attorney fees unless a contract, statute, rule, or recognized exception allows fee recovery.

• Can I recover attorney fees if my contract has a fee clause?

  Possibly. The contract language matters. Utah Code § 78B-5-826 may also make a one-sided attorney-fee clause reciprocal in civil actions based on a written contract, promissory note, or other writing.

• Can I recover attorney fees if the other side acted in bad faith?

  Sometimes, but the standard is not easy. Utah Code § 78B-5-825 allows fees in certain civil actions if the action or defense was without merit and not brought or asserted in good faith. ³ Ordinary litigation frustration usually is not enough.

• What Utah statutes commonly allow attorney fees in business disputes?

  Common examples include Utah’s reciprocal contract-fee statute, bad-faith fee statute, Uniform Trade Secrets Act, consumer and advertising statutes, corporate-records statutes, LLC derivative-action statute, construction and wrongful lien statutes, and certain pattern-of-unlawful-activity and antitrust provisions.

• Do attorney fees have to be reasonable?

  Yes. Even when fees are recoverable, courts generally evaluate whether the requested amount is reasonable. Utah Rule of Civil Procedure 73 requires fee motions to include support for the amount claimed and the reasonableness of the fee.

• When do you have to request attorney fees in Utah?

  Utah Rule of Civil Procedure 73 generally requires a motion for attorney fees no later than 14 days after judgment, subject to exceptions.