England Logistics v. Kelles Transport Service

2024 UT App 137

THE UTAH COURT OF APPEALS

ENGLAND LOGISTICS, INC.; ENGLAND CARRIER SERVICES, LLC; AND
C.R. ENGLAND, INC.,
Appellees,
v.
KELLE’S TRANSPORT SERVICE, LLC, ET AL., 1
Appellants.

Opinion
No. 20220997-CA
Filed October 3, 2024

Third District Court, Salt Lake Department
The Honorable Mark S. Kouris
No. 180909680

Troy L. Booher, Caroline A. Olsen, Taylor P. Webb,
and Lincoln W. Hobbs, Attorneys for Appellants
Jeffery S. Williams, Walter A. Romney, Shannon K.
Zollinger, and Justin R. Olsen,
Attorneys for Appellees

JUDGE RYAN D. TENNEY authored this Opinion, in which
JUDGES MICHELE M. CHRISTIANSEN FORSTER and DAVID N.
MORTENSEN concurred.

TENNEY, Judge:

¶1 Several years ago, Kelle’s Transport Service (referred to in
this case as Soar) hired away some employees of C.R. England and
its related affiliates (collectively, C.R. England). But these
employees had each signed noncompete agreements while
employed by C.R. England. C.R. England later sued, raising

1. Additional appellants include Tim Zack, Chris Nielsen, Casey
Brown, Caleb Kuhn, Ryan Butler, Austin Butler, Joseph Charlton,
Jim Quinn, Cody Isaacson, Raun Singleton, and Marc Kramer.
England Logistics v. Kelleֹ’s Transport

claims against both Soar and the departed employees. After
several years of litigation, the case went to trial. At the close of
trial, a jury found in C.R. England’s favor on some of its claims,
including that the employees had breached their noncompete
agreements and that Soar had intentionally interfered with
economic relations. But the jury awarded only a small amount of
damages, and it also found against C.R. England on several of its
claims. The district court later granted C.R. England’s request for
costs, and it also granted C.R. England’s request for the attorney
fees that it had incurred prosecuting its claims for breach of the
noncompete agreements.

¶2 Soar now appeals, raising various arguments relating to
the rulings and verdicts entered below. We resolve the arguments
presented to us as follows:

• We affirm the district court’s conclusion that the
noncompete agreements were enforceable under Utah law.

• We reverse the district court’s denial of Soar’s motion for
judgment as a matter of law on the intentional interference
with economic relations claim.

• We affirm the district court’s awards of costs and attorney
fees to C.R. England.

BACKGROUND

¶3 C.R. England is one of the largest refrigerated trucking
companies in the country, and through several of its affiliate
companies, it provides various services to others involved in the
trucking industry. Soar is a smaller trucking company and is a
competitor of C.R. England. C.R. England and Soar are both
headquartered in Salt Lake County.

¶4 In 2017 and 2018, Soar was growing and sought to hire
people with experience and skill in the trucking industry. During

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this period, Soar hired away eight C.R. England employees (the
Employees), each of whom had held a management or senior role
with C.R. England.

¶5 Of note, the Employees had each previously signed
noncompete, nondisclosure, and non-solicitation agreements
(collectively, the noncompete agreements) with C.R. England in
order to receive or maintain their employment with the company.
With minor variations, the noncompete agreements prohibited
the Employees from accepting employment with, operating, or
conducting any business “which competes in any areas of the
Company Businesses” in which they “have worked or have been
privy to Confidential Information,” in any “state, county, city or
other recognized geographic area within the United States, or any
foreign country in which the Company is conducting or has
conducted business at any time.” The noncompete agreements
stated that these restrictions lasted for one year following the end
of employment with C.R. England. Soar was aware that the
Employees had signed these noncompete agreements, but Soar
believed the agreements were unenforceable, so it promised the
Employees that it would “back them up” if C.R. England “sought
to enforce their noncompete obligations.” 2

¶6 C.R. England later filed suit against both Soar and the
Employees. C.R. England raised fourteen causes of action. These
included nine breach of contract claims—one for each of the eight
Employees’ alleged violations of the noncompete agreements,
and another against Soar for violating a transportation brokerage
agreement it had with C.R. England. C.R. England also brought
several tort claims against all of the defendants, including claims

2. Soar made good on its promise and paid for the representation
of the Employees, and the various defendants were represented
by the same counsel throughout the proceedings (though they
sometimes filed motions individually or in smaller subgroups,
especially prior to trial). Unless otherwise indicated, references to
Soar’s litigation actions refer to actions taken on behalf of the
company and the Employees.

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for intentional interference with economic relations, civil
conspiracy, violating the Utah Uniform Trade Secrets Act, and
violating the Utah Unfair Competition Act. Finally, C.R. England
brought a claim for unjust enrichment solely against Soar.

¶7 Before trial, the parties stipulated to a preliminary
injunction. This injunction prohibited the Employees from
sharing with Soar any confidential information that they had
learned while working for C.R. England. By agreement, this
preliminary injunction would last “during the pendency of this
case.”

¶8 The case proceeded to a four-day trial. During this trial,
much of the testimony established the details set forth above,
including how Soar had hired the Employees and about the
nature of the noncompete agreements. For purposes of this
appeal, we note two particular developments.

¶9 First, during its case, C.R. England introduced deposition
testimony from Mica Bolta. Bolta was an executive recruiter in the
trucking industry and had assisted Soar in recruiting the
Employees. Bolta testified about her observations of the industry
practice regarding noncompete agreements. Bolta testified that in
“[her] experience in the logistics industry . . . it is usually frowned
upon to switch employers and to try and solicit customers or
employees within the first 12 to 24 months, depending on what
your nonsolicit agreement says.” C.R. England disclosed Bolta as
a fact witness prior to trial, but it did not disclose her as an expert
witness.

¶10 Second, at the close of C.R. England’s case, Soar moved for
judgment as a matter of law on all of C.R. England’s claims
pursuant to rule 50(a) of the Utah Rules of Civil Procedure. As
part of this motion, Soar asked the court to hold that the
noncompete agreements were unenforceable as a matter of law,
arguing, among other things, that there was inadequate
consideration. Soar also argued that the noncompete agreements
were negotiated in “bad faith” because (1) the Employees were at

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will and (2) the agreements were not “reasonably tailored” to C.R.
England’s needs where the company used the same “boilerplate
contract” for its various employees. With respect to C.R.
England’s claim for intentional interference with economic
relations, Soar asked the court to hold that there was insufficient
evidence (indeed, no evidence) to establish the elements of the
tort—including, of note here, that Soar had acted in “violation of
statute or law” or of a “recognized custom in the industry.”

¶11 The district court denied the motion as to all claims. In its
ruling, the court concluded that the noncompete agreements were
enforceable as a matter of law. The court noted that under a test
previously set forth by the Utah Supreme Court, a noncompete
agreement: (1) must “be supported by consideration,” (2) cannot
have involved “bad faith” “in the negotiation of the contract,” (3)
must “be necessary to protect the goodwill of the business,” and
(4) must “be reasonable in its restrictions as to time and area.” See
System Concepts, Inc. v. Dixon, 669 P.2d 421, 425–26 (Utah 1983).
Applying this test, the district court first ruled that the Employees’
offers of employment (whether to initiate or continue
employment) “suffice[d]” for consideration in this case. Second,
the court ruled that there was no bad faith because, in its view, the
Employees were “in the same bargaining position as the
employer.” Third, the court ruled that the restrictions were
necessary to protect the goodwill of C.R. England’s business given
“the thin, thin margins that ha[d] been testified to in the trucking
industry.” And fourth, the court ruled that the agreements’
restrictions as to time and area were reasonable. In making this
latter determination, the court noted that a one-year restriction
had been upheld in several past cases, and it concluded that the
restrictions at issue here were reasonable in light of evidence that
had been offered about the “time when [confidential] information
gets stale” in the trucking industry.

¶12 At the close of trial, the jury found that each of the
Employees had violated their noncompete agreements. The jury
also found Soar and its executives liable for intentional
interference with C.R. England’s economic relations, but it found

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the three employees against whom that claim was ultimately
submitted not liable. 3 The jury then found against C.R. England
on its other claims, including its claims for misappropriation of
trade secrets, civil conspiracy, unjust enrichment, and violation of
the Utah Unfair Competition Act. Overall, C.R. England prevailed
on 9 of the 14 claims that it had brought against Soar. Although
C.R. England had sought $300,000 in damages, the jury awarded
it just $12,000 in total damages—$6,000 for cumulative violations
of the noncompete agreements and $6,000 for intentional
interference with economic relations. After the jury returned its
verdict, the court denied C.R. England’s request for a permanent
injunction.

¶13 After the verdict, Soar filed a renewed motion for judgment
as a matter of law pursuant to rule 50(b) of the Utah Rules of Civil
Procedure, but it did so only as to C.R. England’s intentional
interference with economic relations claim. In this motion, Soar
argued that C.R. England had failed to present any evidence that
Soar had acted with improper means—that is, means contrary to
either law or established industry standards. The district court
denied the motion.

¶14 Both parties later filed motions requesting attorney fees
and costs. C.R. England’s request for attorney fees rested on a
clause in the noncompete agreements that entitled it to fees
“reasonably incurred in establishing . . . violation of this
Agreement” in “the event of a breach or threatened breach.” The
district court granted the request because C.R. England had
prevailed on its claims for breach of the noncompete agreements
and had successfully obtained a preliminary injunction.

3. As noted above, the intentional interference claim was pleaded
against all of the Employees. For reasons that are a touch unclear
from the record, the verdict form that was submitted to the jury
identified only three of the Employees as being potentially liable
on that claim.

20220997-CA 6 2024 UT App 137
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¶15 The court also awarded costs to C.R. England pursuant to
rule 54(d)(1) of the Utah Rules of Civil Procedure, which states
that unless “a statute, these rules, or a court order provides
otherwise, costs should be allowed to the prevailing party.” The
court noted that under R.T. Nielson Co. v. Cook, 2002 UT 11, ¶ 25,
40 P.3d 1119, courts may consider several factors as part of this
analysis, including (1) “the number of claims, counterclaims,
cross-claims, etc., brought by the parties”; (2) “the importance of
the claims relative to each other and their significance in the
context of the lawsuit considered as a whole”; and (3) “the dollar
amounts attached to and awarded in connection with the various
claims.” 4

¶16 The court assessed these factors as follows:

• The court concluded that the first factor weighed in C.R.
England’s favor because C.R. England had prevailed on 9
out of 14 claims against Soar, had obtained a preliminary
injunction, and had defeated all of Soar’s counterclaims
and defenses. 5

4. In R.T. Nielson Co. v. Cook, our supreme court considered the
question of how to determine the “prevailing party” for purposes
of an attorney fee award. 2002 UT 11, ¶ 25, 40 P.3d 1119. As noted,
the district court here used the R.T. Nielson analysis to determine
whether C.R. England was entitled to costs. As explained below,
we have no occasion in this appeal to definitively determine
whether the prevailing party analysis should proceed differently
in the two contexts.

5. Soar originally asserted three “claims for relief”—which it
lumped together under the heading of a singular
“counterclaim”—in its response to C.R. England’s first complaint.
These were (1) a request for a declaratory judgment that the
noncompete agreements were not enforceable, (2) a cause of
action for intentional interference with contract and prospective
(continued…)

20220997-CA 7 2024 UT App 137
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• The court concluded that the second factor also weighed in
C.R. England’s favor because C.R. England prevailed on or
at least achieved substantial relief on the claims relating to
the noncompete agreements and “the need for injunctive
relief.” In the court’s view, the “enforceability of the
[noncompete agreements] was a central issue from the
outset.” And the court further opined that C.R. England’s
request for injunctive relief “to prevent” its former
employees “from using [C.R.] England’s confidential
information” was a “key aspect of the relief” it had sought
in the case and that C.R. England had obtained “at least
some” of this relief through the preliminary injunction.

• Finally, the court concluded that the third factor was
“relatively neutral” because while C.R. England had
prevailed on many of its monetary claims, the relief it
obtained—$12,000—was “relatively nominal and well
short of the $300,000” requested.

¶17 Assessing these factors together, the court concluded that
where C.R. England “prevailed on more than half of [its] claims
against [Soar], obtained preliminary injunctive relief, successfully
defended against [Soar’s] counterclaims, and obtained favorable
rulings on critical issues regarding the enforceability of the
[noncompete agreements],” C.R. England should be regarded as
the prevailing party, even despite the relatively nominal amount

economic relations, and (3) a request for attorney fees and
sanctions based on C.R. England’s alleged bad faith litigation.
As later noted by the district court, “Soar’s counterclaim
was not re-pleaded in response to the Second Amended
Complaint.” If Soar meant to maintain its request for a declaratory
judgment (and there is some evidence that it did), the claim failed
on the merits when the district court ruled that the noncompete
agreements were enforceable. And the district court concluded
that the other claims were “abandoned” when they were not
presented in any form at trial.

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of the monetary award that it had received on its claims. In doing
so, the court again placed particular weight on “the central
nature” of the issues on which C.R. England prevailed—namely,
those involving the enforceability of the noncompete agreements.

ISSUES AND STANDARDS OF REVIEW

¶18 On appeal, Soar first argues that the district court erred in
denying its rule 50(a) motion for judgment as a matter of law in
which it asserted that the noncompete agreements were
unenforceable. “We review a denial of a motion for judgment as
a matter of law for correctness.” UMIA Ins. v. Saltz, 2022 UT 21,
¶ 26, 515 P.3d 406 (quotation simplified).

¶19 Soar next argues that the district court erred in denying its
rule 50(b) motion for judgment as a matter of law on C.R.
England’s claim for tortious interference with economic relations.

In reviewing a trial court’s denial of a motion for
judgment as a matter of law or a renewed motion as
a matter of law on the basis of insufficiency of the
evidence, we follow one standard of review: We
reverse only if, viewing the evidence in the light
most favorable to the prevailing party, we conclude
that the evidence is insufficient to support the
verdict.

Sheppard v. Geneva Rock, 2021 UT 31, ¶ 25, 493 P.3d 632 (quotation
simplified).

¶20 Finally, Soar challenges the district court’s award of costs
to C.R. England. As noted, this award was based on the court’s
conclusion that C.R. England was the prevailing party. “A trial
court’s decision to award the prevailing party its costs will be
reviewed under an abuse of discretion standard.” Jensen v.
Sawyers, 2005 UT 81, ¶ 140, 130 P.3d 325 (quotation simplified); see
also Maxwell Masonry Restoration & Cleaning LLC v. North Ridge

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Constr. Inc., 2022 UT App 109, ¶ 28, 518 P.3d 164 (“Whether a party
is the prevailing party in an action is a decision left to the sound
discretion of the trial court and reviewed for an abuse of
discretion.”(quotation simplified)), cert. denied, 525 P.3d 1265
(Utah 2023).

ANALYSIS

I. Enforceability of the Noncompete Agreements 6

¶21 “To be valid and enforceable, a restrictive employment
covenant must comply with” four requirements. System Concepts,
Inc. v. Dixon, 669 P.2d 421, 425 (Utah 1983). These requirements
are: (1) the covenant must “be supported by consideration,” (2)
“no bad faith” was involved “in the negotiation of the contract,”
(3) the covenant must “be necessary to protect the goodwill of the
business,” and (4) the covenant must “be reasonable in its
restrictions as to time and area.” Id. at 425–26. “The
reasonableness of the restraints in a restrictive covenant is
determined on a case-by-case basis, taking into account the
particular facts and circumstances surrounding the case and the
subject covenant.” Id. at 427.

6. During the pendency of this appeal, the Federal Trade
Commission (the FTC) adopted a rule prohibiting noncompete
agreements in most circumstances. See generally 16 C.F.R. § 910
(2024). We note that a federal district court recently held that the
FTC lacked authority to promulgate this rule. See Ryan, LLC v.
Federal Trade Comm’n, No. 3:24-CV-00986-E, 2024 WL 3879954, at
*1 (N.D. Tex. Aug. 20, 2024). In any event, on its own terms, the
rule does not apply “where a cause of action related to a non-
compete clause accrued prior to the [regulation’s] effective date,”
16 C.F.R. § 910.3(b) (2024), which is September 4, 2024, id. § 910.6.
As such, even on its face, the rule does not apply to the
noncompete agreements that are the subject of this appeal—a
point Soar acknowledged at oral argument.

20220997-CA 10 2024 UT App 137
England Logistics v. Kelleֹ’s Transport

¶22 Below, Soar argued that the noncompete agreements were
not supported by consideration and were not reasonable in their
restrictions as to time and area. The district court disagreed. Soar
now challenges these conclusions on appeal, but we agree with
the district court on both fronts. 7

A. Consideration

¶23 At trial, testimony established that the Employees had
signed the noncompete agreements as a condition of their
employment (whether it be at the time they were hired or, instead,
for continued employment), and it likewise established that each
of the Employees was an at will employee. Against this backdrop,
Soar now advances several arguments for why, in its view, there
was insufficient consideration for the agreements. We find none
of them persuasive.

7. C.R. England asserts that Soar did not preserve its challenges to
the noncompete agreements. Soar resists this, asserting that it did
indeed preserve these issues. We’ve reviewed the arguments and
relevant portions of the record and regard the preservation
question as something of a close call. But because the
“preservation requirement is self-imposed” and “one of prudence
rather than jurisdiction,” we have discretion to choose to reach the
merits of an issue without resolving the preservation dispute. Fort
Pierce Indus. Park Phases II, III, & IV Owners Ass’n v. Shakespeare,
2016 UT 28, ¶ 13, 379 P.3d 1218 (quotation simplified); see also State
v. Kitches, 2021 UT App 24, ¶ 28, 484 P.3d 415 (“[I]f the merits of a
claim can easily be resolved in favor of the party asserting that the
claim was not preserved, we readily may opt to do so without
addressing preservation.” (emphasis omitted)). In “practice,
we’ve often done so where the preservation question is somewhat
murky but the merits question is not.” Hillam v. Hillam, 2024 UT
App 102, ¶ 43, -- P.3d --. And doing so seems further warranted if
deciding the issue on the merits (as opposed to preservation) does
not change which party will prevail. Since this is all true here, we
choose to resolve this issue on the merits.

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¶24 First, pointing to cases from other jurisdictions, Soar argues
that while there is “no bright line rule” under which an offer of
employment always constitutes adequate consideration, courts
are nevertheless “skeptical” of whether a noncompete agreement
that was signed after employment with no additional
consideration satisfies the inquiry. From this, Soar asks us to
conclude that there was insufficient consideration.

¶25 We’re not persuaded by this argument. Regardless of what
other jurisdictions have held, it’s settled in Utah that an offer of
employment can constitute consideration for a noncompete
agreement. On this, our supreme court’s decision in Allen v. Rose
Park Pharmacy, 237 P.2d 823 (Utah 1951), is largely controlling.
There, an employee agreed to a “terminable at will” employment
contract, and as part of that contract, the employee further agreed
to a five-year noncompete provision. Id. at 825. The employee later
sued, asserting that the noncompete provision was invalid. Id. at
824. In the employee’s view, “unless [a] contract provides
employment for a definite period of time,” it lacks consideration
to support a noncompete provision. Id. This is so, according to the
employee, because harsh and inequitable results would otherwise
follow. Id. at 825. In his case, for example, the employer had fired
him a week after he started employment, and yet the employer
still sought to bind him to a years-long obligation. Id. at 824.

¶26 The district court agreed with the employee, ruling that the
noncompete provision was unenforceable because, among other
reasons, it lacked consideration. Id. On appeal, however, the
supreme court reversed and upheld the validity of the
noncompete provision. Id. at 828. On a foundational level, the
court noted that “a contract does not lack mutuality merely
because its terms are harsh or its obligations unequal.” Id. at 825
(quotation simplified). And on the more particular question of
whether there was consideration, the court held that the mutual
promises in the employment offer did constitute sufficient
consideration for all of its terms, including the noncompete
provision. Id. at 825–26. The court explained that a “contract of
employment with an exchange of promises expressing a legal

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detriment and benefit to both parties” can constitute
consideration for a noncompete provision. Id. at 825. Addressing
the employee’s concerns about potential inequities, the court
reasoned that the good faith prong of the noncompete analysis
might be implicated if an employer quickly hires and fires an at
will employee with the sole intent of binding that employee to a
long restrictive covenant. See id. at 826. And the court further
reasoned that arguments about the “inequities and hardship” of a
noncompete provision might go to whether “equitable grounds
for rescission” exist, as opposed to questions about whether there
was adequate consideration. Id.

¶27 True, Rose Park Pharmacy involved a situation in which an
employee accepted employment subject to a noncompete
agreement, while some of the Employees here signed noncompete
agreements while employed (i.e., in exchange for continued
employment). But in System Concepts, our supreme court noted
that a similar consideration question had been “resolved” below
where a district court “specifically found” that “an offer of
continued employment” to an at will employee was “adequate.”
669 P.2d at 426. Despite this, Soar insists that the supreme court in
System Concepts merely approved the district court’s holding but
that the supreme court did “not itself weigh in on the adequacy of
consideration.” But even if this is true—and, thus, that System
Concepts did not definitively settle the question—we fail to see a
meaningful difference between the two scenarios. Since an offer
of new employment can constitute valid consideration for signing
a noncompete agreement, it stands to reason that an offer of
continued employment for an otherwise terminable employee can
constitute consideration too. Soar has not persuaded us otherwise,
and we accordingly reject this argument.

¶28 Soar next argues that there was insufficient consideration
in this case because the Employees were at will employees. In
Soar’s view, this matters because the Employees “could have been
terminated a day after signing the noncompete yet remain bound
by its restrictions.” But this argument, too, is at odds with Utah
law. In both Rose Park Pharmacy and System Concepts, our supreme

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court held that there was sufficient consideration for the
noncompete agreements even though the employees in question
were at will employees. Rose Park Pharmacy, 237 P.2d at 825
(noting the company’s “promise of employment” was
“terminable at will”); System Concepts, 669 P.2d at 429 (noting that
the employee in question “was always terminable at will”). And
as noted, Rose Park Pharmacy explained that the remedy for
“inequities and hardship incurred by enforcing the restriction
when the term of employment was short and the parties[’]
bargaining power was unequal” would be the bad faith prong or
some other “equitable ground[] for rescission,” 237 P.2d at 826,
neither of which Soar has advanced on appeal in this case. 8

¶29 In any event, when it comes to whether offers of continuing
employment (such as those at issue here) can constitute
consideration, Soar’s argument about the at will nature of the
employment and the perceived equities seems backwards. As
aptly explained by the Colorado Supreme Court,

[b]ecause an employer may terminate an at-will
employee at any time during the employment
relationship as a matter of right, its forbearance
from terminating that employee is the forbearance
of a legal right. As such, we find that such
forbearance constitutes adequate consideration to
support a noncompetition agreement with an
existing at-will employee. . . .

...

. . . Just as an at-will employee may refuse to
accept initial employment if the employer’s
conditions are unacceptable, so too may an existing

8. Soar did advance an unconscionability argument below, but it
has not renewed it on appeal.

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employee leave employment if she does not assent
to the terms of a noncompetition agreement. . . .

. . . By virtue of the nature of at-will
employment itself, the presentation of [a non-
competition] agreement [is] an offer to renegotiate
the terms of [an employee’s] at-will employment,
which [an employee] accept[s] by continuing to
work.

Lucht’s Concrete Pumping, Inc. v. Horner, 255 P.3d 1058, 1061–63
(Colo. 2011) (en banc). Indeed, at least one of the authorities that
Soar cites favorably in its brief seems consistent with this
reasoning. See Glisson v. Global Sec. Services, LLC, 653 S.E.2d 85, 87
(Ga. Ct. App. 2007) (holding that a noncompete agreement offered
in the middle of a two-year contract was not supported by
adequate consideration because the employee was “not
terminable at will” (emphasis added)).

¶30 Finally, Soar argues that what it perceives to be the
boilerplate nature of the noncompete agreements undermines the
adequacy of the consideration. But Soar cites no authority for this
proposition, and we are aware of none. And we disagree with the
argument anyway. If an employer provided an employee with a
standardized, boilerplate contract under which the employee
would receive a large sum of money in exchange for the
employee’s services, it would defy reason to suggest that the
boilerplate nature of that contract would mean that the employee
was somehow not receiving consideration for his or her services.

¶31 This isn’t to say, of course, that the boilerplate nature of a
contract can never impact a court’s analysis of a contract. In
System Concepts, for example, our supreme court analyzed the
question of whether a noncompete agreement constituted an
impermissible adhesion contract where “all employees” were
required to sign it. 669 P.2d at 429. The court held that even
though the agreement was “prepared in a standardized form and

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presented on a take-it-or-leave-it basis,” it was not an adhesion
contract because the parties did not occupy an “unconscionably
disparate bargaining position” in relation to each other. Id. In this
sense, the court contemplated that the boilerplate nature of a
contract could impact an unconscionability analysis. Id. But Soar’s
argument in this appeal is simply about whether there was a lack
of consideration. And on that front, we disagree with Soar’s
argument that the perceived boilerplate nature of the contract
invalidated the consideration that was offered.

¶32 In short, each of the Employees in this case was promised
either new or continued employment in exchange for signing a
noncompete agreement. For the reasons set forth above, we see no
error in the district court’s conclusion that these agreements were
supported by consideration.

B. Scope

¶33 As noted, the noncompete agreements prohibited the
Employees from accepting employment with or conducting any
business “which competes in any areas of the Company
Businesses” in which they “have worked or have been privy to
Confidential Information,” in any “state, county, city or other
recognized geographic area within the United States, or any
foreign country in which the Company is conducting or has
conducted business at any time.” And the restrictions lasted for
one year following the end of the Employee’s employment with
C.R. England.

¶34 The district court ruled that the geographic scope of these
restrictions was reasonable given that the trucking industry
operates “coast to coast,” and it further ruled that the time
restriction was “entirely reasonable” as well. Soar now challenges
these determinations on several grounds, but we reject all of them.

¶35 Soar first argues that the agreements were unreasonable as
to their geographic scope. In Soar’s view, this is so because the

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agreements “effectively precluded” former employees “from
working anywhere in the trucking industry for a year.”

¶36 We disagree with the assertion that the geographic scope
was unreasonable. “The reasonableness of the restraints in a
restrictive covenant is determined on a case-by-case basis, taking
into account the particular facts and circumstances surrounding
the case and the subject covenant.” System Concepts, 669 P.2d at
427. “Of primary importance in the determination of
reasonableness are the location and nature of the employer’s
clientele.” Id. And “a restrictive covenant is generally enforceable
if it specifies an area no greater than that to which the business
extends.” Property Mgmt. Bus. Sols. v. Averitte, No. 2:18-CV-552,
2018 WL 4327922, at *6 (D. Utah Sept. 10, 2018) (quotation
simplified) (applying Utah law).

¶37 Here, trial testimony established that C.R. England is “one
of the largest refrigerated carriers in the country.” And the district
court likewise observed that C.R. England does business “coast to
coast.” As a result, although the geographic restrictions in these
agreements were indeed broad, they were also “limited to the area
in which” the company “has been and is seeking its market.”
System Concepts, 669 P.2d at 427. Were we to invalidate them, we
would be preventing C.R. England from protecting its interests in
areas of the country in which it is actively doing business. We see
no support for Soar’s suggestion that we can or should do that. As
a result, given the nature of this company and its wide-ranging
operations, the geographic restrictions were reasonable.

¶38 Soar next argues that the agreements were unreasonable as
to their temporal scope. Soar claims that one-year restrictions
involved in these agreements lie at the “outer bounds of . . .
reasonability.” Soar also points out that Utah law declares as void
any post-employment restrictive covenants that are greater than
one year in duration. See Post-Employment Restrictions Act, ch.
153, § 3, 2016 Utah Laws 732, 732 (codified at Utah Code § 34-51-
201(1)).

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¶39 But Soar concedes that the noncompete agreements in
question were signed prior to the effective date of this law (May
10, 2016), so this statute does not apply to this case. And we
further note that past cases applying Utah common law have
routinely approved restrictions of one year or longer. System
Concepts, 669 P.2d at 426 (upholding a two-year restriction as
“clearly, or at least ‘probably,’ reasonable” (citation omitted));
Rose Park Pharmacy, 237 P.2d at 826 (upholding a five-year
restriction); Property Mgmt. Bus. Sols., 2018 WL 4327922, at *5–6
(upholding a two-year restriction); First Am. Title Ins. Co. v.
Northwest Title Ins. Agency, LLC, No. 2:15-CV-00229-DN, 2016 WL
6902473, at *17 (D. Utah Nov. 23, 2016) (“A year is reasonable for
a covenant not to compete.”). Indeed, Soar’s counsel below
conceded that “[o]ne year appears to be an acceptable period to
protect an employer’s legitimate interest.” Because the time
limitations involved in the agreements here fall within accepted
limits, we see no reason for invalidating these agreements on this
basis. 9

9. Separate from the costs award discussed below, the district
court awarded C.R. England the attorney fees that it had incurred
in conjunction with establishing the breach of contract claim and
obtaining the preliminary injunction. This award was based on a
clause in the noncompete agreements entitling C.R. England to
attorney fees “reasonably incurred in establishing . . . violations
of this Agreement.” On appeal, Soar challenges this attorney fee
award as well, but its challenge is based on its assertion that the
noncompete agreements were unenforceable. Because we rejected
this argument, we affirm the award of attorney fees that was
based on those same agreements.
Pursuant to the same clause, C.R. England also requests an
award of attorney fees incurred on appeal. We grant the request
and remand for a determination of those fees. See Dillon v.
Southern Mgmt. Corp. Ret. Trust, 2014 UT 14, ¶ 61, 326 P.3d 656
(“When a party is entitled to attorney fees below and prevails on
appeal, that party is also entitled to fees reasonably incurred on
appeal.” (quotation simplified)).

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II. Intentional Interference with Economic Relations

¶40 One of C.R. England’s claims was for intentional
interference with economic relations. To succeed on this claim,
C.R. England was required to prove: “(1) that the defendant
intentionally interfered with the plaintiff’s existing or potential
economic relations, (2) by improper means, (3) causing injury to
the plaintiff.” Commercial Club Bldg. LLC v. Global Rescue LLC, 2023
UT App 37, ¶ 54, 529 P.3d 382 (quotation simplified). After the
jury found in C.R. England’s favor on this claim, Soar filed a post-
trial motion for judgment as a matter of law pursuant to rule 50(b)
of the Utah Rules of Civil Procedure, arguing that there was
insufficient evidence to show that Soar had acted with “improper
purpose or means.” The district court rejected the motion, and
Soar now challenges that denial on appeal.

¶41 Our supreme court has “defined improper means
narrowly.” C.R. England v. Swift Transp. Co., 2019 UT 8, ¶ 42, 437
P.3d 343. According to the supreme court, this term includes
“only those actions that are (1) contrary to law, such as violations
of statutes, regulations, or recognized common-law rules, or (2)
actions that violate an established standard of a trade or
profession.” Id. (numbering added, quotation otherwise
simplified). For the reasons set forth below, we agree with Soar’s
assertion that there was insufficient evidence under either prong
of this test. We thus reverse the district court’s denial of the rule
50(b) motion. 10

A. Contrary to Law

¶42 The first question is whether Soar’s actions were “contrary
to law, such as violations of statutes, regulations, or recognized

10. C.R. England claims that Soar did not preserve several of the
arguments that it makes on appeal regarding the improper means
element. We have independently reviewed the record, however,
and we have determined that Soar did sufficiently preserve each
of the arguments at issue.

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common-law rules.” Id. Our supreme court has “been careful to
limit the scope” of this category to “independently tortious or
wrongful” acts. Id. ¶ 45. Put differently, “a person is not liable for
intentional interference where the person engaged only in
conduct in which he or she was legally entitled to engage.”
Id. ¶ 44; accord Heartwood Home Health & Hospice LLC v. Huber, 2020
UT App 13, ¶ 32, 459 P.3d 1060. This dividing line is an important
one. Were it otherwise, juries would be able “to find even the most
commonplace commercial conduct tortious.” Eldridge v. Johndrow,
2015 UT 21, ¶ 50, 345 P.3d 553.

¶43 The supreme court has offered “a non-exhaustive list of
conduct that would constitute improper means: violence, threats
or other intimidation, deceit or misrepresentation, bribery,
unfounded litigation, defamation, or disparaging falsehoods.”
Swift, 2019 UT 8, ¶ 42 (quotation simplified). Such acts can satisfy
the improper means element precisely because they “are illegal or
tortious in themselves.” Id. (quotation simplified).

¶44 The question here, then, is whether C.R. England
introduced any evidence to show that Soar interfered with its
contractual relations through illegal or tortious means. And as
noted, the motion at issue was a post-trial motion for judgment as
a matter of law. In the context of this case, the post-trial nature of
this motion matters a great deal. As explained, the jury ruled in
C.R. England’s favor on various contract claims, but the jury
explicitly rejected each of C.R. England’s tort claims—i.e., it
rejected its claims for disclosure of trade secrets, conspiracy, and
violations of the Utah Unfair Competition Act. C.R. England has
not challenged these verdicts on appeal, so they stand as entered.
As a result, it necessarily follows that Soar did not engage in any
independently illegal or tortious conduct. And because of this, the
improper means element was not satisfied.

¶45 C.R. England nevertheless asks us to conclude that, aside
from the causes of action that the jury rejected at trial, there was
evidence from which the jury could infer that Soar could have
been liable for fraudulent misrepresentation. In C.R. England’s

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view, this would have been supportable because Soar (1) lacked
“any good faith basis” to induce the Employees to breach their
noncompete agreements, (2) “possessed superior means of
information” relative to the Employees as to the validity of the
noncompete agreements yet “willfully misled them into a
misconception of their status,” and (3) made subsidiary
misrepresentations of fact in their representations about the
enforceability of the noncompete agreements. We disagree.

¶46 Among other elements, fraudulent misrepresentation
requires a false representation “concerning a presently existing
material fact.” State v. Apotex Corp., 2012 UT 36, ¶ 58, 282 P.3d 66
(emphasis added, quotation otherwise simplified). As such,
statements “in the nature of a mere opinion” are generally not
actionable. Nielson v. Leamington Mines & Expl. Corp., 48 P.2d 439,
442 (Utah 1935); accord Mellon v. International Group for Historic
Aircraft Recovery, 612 F. App’x 936, 938 (10th Cir. 2015) (“[O]nly
facts, not opinions, can be actionably false.”). It’s thus settled in
Utah that, as a general rule, “misrepresentations of law and
opinions about the legal effect of contracts are not adequate bases
for actionable fraud.” Utah Power & Light Co. v. Federal Ins. Co., 983
F.2d 1549, 1556 (10th Cir. 1993); see also Berkeley Bank for Coops. v.
Meibos, 607 P.2d 798, 805 (Utah 1980) (“[S]tatements of opinions
as to the legal effect of contracts are not generally a proper basis
for a claim of fraud.”).

¶47 Despite this authority, C.R. England points to statements
from our supreme court indicating that a misrepresentation of law
can sometimes give rise to liability for fraudulent
misrepresentation. See Drew v. Pacific Life Ins. Co., 2021 UT 55,
¶ 112 n.22, 496 P.3d 201; Rapp v. Salt Lake City, 527 P.2d 651, 655
(Utah 1974). And C.R. England also points to a statement from our
supreme court suggesting that the “general rule” articulated
above does not apply where a speaker “possessed superior means
of information” or “willfully misled” another party “into a
misconception” of its rights and liabilities under a contract. Gadd
v. Olson, 685 P.2d 1041, 1044 (Utah 1984) (quotation simplified).

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¶48 But C.R. England’s reliance on Drew and Rapp is
unavailing. These cases both relied on language from the
Restatements—Drew relied on the Second Restatement of Torts,
while Rapp relied on similar language from the First Restatement.
See Drew, 2021 UT 55, ¶ 112 n.22 (quoting Restatement (Second)
of Torts § 525 (Am. L. Inst. 1977)); Rapp, 527 P.2d at 655 (quoting
the Restatement (First) of Torts § 525 (Am. L. Inst. 1938)). But
under both cited editions of the Restatement,

[a] statement of law may have the effect of a
statement of fact or a statement of opinion. It has the
effect of a statement of fact if it asserts that a
particular statute has been enacted or repealed or
that a particular decision has been rendered upon
particular facts. It has the effect of a statement of
opinion if it expresses only the actor’s judgment as
to the legal consequence that would be attached to
the particular state of facts if the question were
litigated.

Restatement (Second) of Torts § 525 (Am. L. Inst. 1977);
Restatement (First) of Torts § 525 (Am. L. Inst. 1938).

¶49 The statements at issue here squarely fall into the latter
camp—i.e., they were nothing more than Soar’s “judgment as to
the legal consequence that would be attached to the particular
state of facts if the question were litigated.” Restatement (Second)
of Torts § 525 (Am. L. Inst. 1977); Restatement (First) of Torts § 525
(Am. L. Inst. 1938). C.R. England has not persuaded us that there
was anything factual about them, much less that Soar could be
charged with having “willfully misled” the Employees “into a
misconception” about their rights and liabilities under the
contracts. Gadd, 685 P.2d at 1044. As a result, we disagree with
C.R. England’s suggestion that these statements could constitute
improper means for purposes of its intentional interference with
economic relations claim.

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¶50 Finally, C.R. England argues that the evidence presented at
trial could also have supported a claim for fraudulent
concealment. In C.R. England’s view, Soar knew that the
Employees were in violation of their noncompete agreements and
did not disclose this to C.R. England, thereby supporting such a
tort—and, by extension, the intentional interference with
economic relations claims. We again disagree.

¶51 “In order to establish fraudulent concealment, a plaintiff
must prove the following three elements: (1) the nondisclosed
information is material, (2) the nondisclosed information is
known to the party failing to disclose, and (3) there is a legal duty
to communicate.” Smith v. Frandsen, 2004 UT 55, ¶ 12, 94 P.3d 919
(quotation simplified). C.R. England has not meaningfully briefed
the third element. Instead, the extent of its argument is a passing
citation to a Tenth Circuit case where, in dicta, that court said that
it would have upheld a sufficiency challenge to a jury verdict for
tortious interference that was based on fraudulent concealment.
See Advanced Recovery Sys. v. American Agencies, 923 F.3d 819, 825
n.8 (10th Cir. 2019) (applying Utah law). But the defendant in that
case was the CEO of a corporation and thus had a contractual
relationship (not to mention fiduciary duties) with the plaintiff
corporation. See id. 822–23. That is a markedly different situation
from the one at issue here where, again, the involved parties are
business competitors. C.R. England has provided no support for
its assertion that Soar owed any duty of disclosure to C.R.
England, so we reject its assertion that the non-disclosure could
have supported a verdict for intentional interference with
economic relations. 11

11. In its reply brief, Soar raises the possibility that C.R. England
meant to apply its theory of fraudulent concealment to the
Employees as well as to Soar itself. And at trial, some evidence
was presented suggesting that several of the Employees lied to
C.R. England or otherwise concealed the fact that they had
accepted work with Soar. As Soar also points out, however, the
(continued…)

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B. Established Standards of a Trade or Profession

¶52 C.R. England next suggests that the verdict can be
sustained under the second prong of the “improper means” test—
which, again, looks to whether the defendant’s actions “violate an
established standard of a trade or profession.” Swift, 2019 UT 8,
¶ 42 (quotation simplified). For purposes of this prong, the
“existence of an objective, industry-wide standard may be
established in the same way it is established in the negligence
context (through expert testimony regarding industry-wide
customs or practices, uniform codes, industry-specific
regulations, etc.).” Id. ¶ 48. We agree with Soar that C.R. England
failed to present any such evidence here.

¶53 At trial, C.R. England relied on the deposition of Mica
Bolta, an executive recruiter in the trucking industry, to establish
the industry standard with respect to honoring noncompete
agreements. Among other things, Bolta testified that her
“experience in the logistics industry . . . [is] that it is usually
frowned upon to switch employers and to try and solicit
customers or employees within the first 12 to 24 months,
depending on what your nonsolicit agreement says.”

¶54 As an initial matter, we note that C.R. England did not
disclose Bolta as an expert witness. Seizing on this, Soar suggests
that there was no competent testimony from which C.R. England
could establish an industry-wide standard. In response, C.R.
England points out that Swift appeared to leave open whether
“the existence of an objective, industry-wide standard” may be
established by lay testimony. Id. While Swift held that the
standard “may” be established “through expert testimony
regarding industry-wide customs or practices” and other
methods common to “the negligence context,” id., it never said

jury rejected C.R. England’s claims for intentional interference as
to each of the Employees against whom these claims were
brought. As a result, this potential extension of C.R. England’s
argument cannot support this claim.

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that is the only acceptable form. Instead, the inquiry appears to
turn on whether the evidence evinces “sufficient[ly] objective
qualities” such that a jury might “reasonably conclude the
proposed standard is objective.” Sweet v. Corporation of Presiding
Bishop of the Church of Jesus Christ of Latter-day Saints, No. 2:16-CV-
225, 2019 WL 3306029, at *3 (D. Utah July 23, 2019) (applying
Swift), aff’d, 831 F. App’x 874 (10th Cir. 2020).

¶55 We need not definitively settle this dispute. Regardless of
whether lay testimony can ever suffice, Bolta did not testify to the
“existence of an objective, industry-wide standard.” Swift, 2019
UT 8, ¶ 48. Instead, Bolta repeatedly couched her assertions in
subjective terms. In the passage quoted above, for example, Bolta
referred only to her personal experiences. In another relevant
passage from her deposition, Bolta was asked what she knew
about “the practice of noncompete[] agreements within the
logistics industry.” In response, Bolta said,

It was my experience that many candidates were
found or had signed either a noncompete or a
nonsolicit agreement in logistics, but that was the
extent. But each one is unique, and it’s usually up to
the new potential employer to make an assessment
on the particular agreement.

Again, Swift turns on the existence of an “industry-wide
standard,” which can be established “through expert testimony
regarding industry-wide customs or practices, uniform codes,
industry-specific regulations, etc.” Id. Bolta did not testify as to
the existence of any such standards, instead couching her
assertions in terms of her own personalized experience.

¶56 We thus conclude that C.R. England offered no proof to
satisfy either prong of the improper means test. As a result, the

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district court erred in denying Soar’s motion for judgment as a
matter of law on this claim. 12

III. Costs

¶57 The district court awarded costs to C.R. England based on
its determination that C.R. England was the “prevailing party.”
See Utah R. Civ. P. 54(d)(1) (“Unless a statute, these rules, or a
court order provides otherwise, costs should be allowed to the
prevailing party.”). Soar challenges this award, but we affirm. 13

12. Two additional arguments regarding the intentional
interference claim warrant brief mention. First, in response to
Soar’s arguments, C.R. England stresses that it did disclose Bolta’s
deposition testimony and that Soar did not challenge its
admissibility. But this misunderstands the nature of Soar’s
arguments, which go to the testimony’s legal effect, not its
admissibility. Second, in addition to arguing that there was
insufficient evidence to support the improper means element,
Soar argues that there was insufficient evidence to support the
damages award relating to this claim. Because we’ve concluded
that there was insufficient evidence to support the improper
means element, we need not address this argument.

13. As noted above, the district court concluded that C.R. England
was the prevailing party under the test set forth in R.T. Nielson,
even though that decision considered an attorney fee award, not
a costs award under rule 54(d). In their briefs, both parties have
likewise referred us to cases that dealt with the prevailing party
concept as it related to attorney fee awards, and neither party has
suggested that there is any difference between how such an
analysis should proceed across the two contexts.
We’re unaware of a Utah appellate decision that has
specifically considered the question of whether there is such a
difference. We do note, however, that some Utah decisions seem
to have assumed that the phrase means the same thing for
(continued…)

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¶58 Our case law recognizes “the need for a flexible and
reasoned approach to deciding in particular cases who actually is
the prevailing party.” Utah Transit Auth. v. Greyhound Lines, Inc.,
2015 UT 53, ¶ 58, 355 P.3d 947 (quotation simplified). Moreover,
the “hallmark for determining which party has prevailed is not

purposes of both costs and attorney fee awards. See, e.g., Ault v.
Holden, 2002 UT 33, ¶¶ 47–48, 44 P.3d 781; Crowley v. Black, 2007
UT App 245, ¶¶ 15–16, 167 P.3d 1087. And we further note that
some federal authority suggests the phrase generally has a similar
meaning in the two contexts as well. See, e.g., Dattner v. Conagra
Foods, Inc., 458 F.3d 98, 101 (2d Cir. 2006) (“A number of our sister
circuits have ruled, and we agree, that, in general, a litigant who
is a prevailing party for purposes of attorney’s fees is also the
prevailing party for purposes of costs.”); Royal Palm Props., LLC v.
Pink Palm Props., LLC, 38 F.4th 1372, 1376 (11th Cir. 2022)
(concluding that “there is no reason to believe” that the
“definition of the legal term ‘prevailing party’ varies across
different legal contexts”). But see Tunison v. Continental Airlines
Corp., 162 F.3d 1187, 1189 (D.C. Cir. 1998) (“While there may be
reason in some cases to construe the term ‘prevailing party’
differently depending on whether attorneys’ fees or only costs are
at issue, we agree with Continental that the ‘prevailing party’
determination is generally the same in the two contexts.”
(quotation simplified)).
Given both the identical wording and the conceptual
overlap, we’re comfortable basing our analysis of whether C.R.
England was the prevailing party for purposes of this costs award
on cases that arose in the attorney fee context. But given the
absence of any briefing on this question, we leave open the
possibility that we may consider the question anew in a future
case if the question is briefed and a party asks us to conclude that
a different analytical framework should be applied.
As a final matter, we note that in the attorney fee context,
cases have treated the phrases “successful party” and “prevailing
party” the same. See, e.g., Jordan Constr., Inc. v. Federal Nat’l
Mortgage Assoc., 2017 UT 28, ¶ 65 n.49, 408 P.3d 296. We’ll do so
here as well.

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whether one party has recovered money in an absolute sense, but
whether the trial court’s decision about who prevailed was based
on an approach that was flexible and reasoned.” Neff v. Neff, 2011
UT 6, ¶ 70, 247 P.3d 380.

¶59 In addition, because this “question depends, to a large
measure, on the context of each case,” it “is appropriate to leave
this determination to the sound discretion of the trial court.” R.T.
Nielson Co. v. Cook, 2002 UT 11, ¶ 25, 40 P.3d 1119. In this sense,
the abuse of discretion standard applies because “the district
court is in a better position than we are as an appellate court to
decide this question.” Utah Transit Auth., 2015 UT 53, ¶ 58
(quotation simplified). As a general matter, an “abuse of
discretion occurs only if it can be said that no reasonable person
would take the view adopted by the district court.” Busico v.
Carver, 2023 UT App 162, ¶ 74, 542 P.3d 956 (quotation simplified).
Thus, so long as the district court could reasonably decide the
question in the manner that it did, we will affirm “even if we or
another court might have made a different decision in the first
instance.” Hansen v. Kurry Jensen Props. LLC, 2021 UT App 54, ¶ 19,
493 P.3d 1131 (quotation simplified). Indeed, we will affirm even
if we think the district court “made the wrong call,” so long as the
decision that the court made fell “within the broad range of
discretion” available to it. Gunn Hill Dairy Props., LLC v. Los
Angeles Dep’t of Water & Power, 2015 UT App 261, ¶ 24, 361 P.3d
703 (Orme, J., concurring, joined by Toomey, J.).

¶60 In answering the prevailing party question at issue here,
the district court focused on the three factors that our supreme
court has held may be “appropriate” to consider—namely, (1)
“the number of claims, counterclaims, cross-claims, etc., brought
by the parties”; (2) “the importance of the claims relative to each
other and their significance in the context of the lawsuit
considered as a whole”; and (3) “the dollar amounts attached to
and awarded in connection with the various claims.” R.T. Nielson,

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2002 UT 11, ¶ 25. 14 We set forth the particulars of the court’s
analysis above in the Background. In brief, the court concluded
that: (1) the first factor weighed in C.R. England’s favor because it
prevailed on 9 out of the 14 claims it raised against Soar and
obtained a preliminary injunction; (2) the second factor also
weighed in C.R. England’s favor because it prevailed on what the
court regarded as the two most significant issues in the case—the
validity of the noncompete agreements and “the need for
injunctive relief”; and (3) the third factor was “relatively neutral”
because although C.R. England obtained some monetary
damages, they were “relatively nominal and well short of” what
it had requested. Assessing these factors together, the court
concluded that C.R. England was the prevailing party where it
had “prevailed on more than half of [its] claims against” Soar, and
it again stressed “the central nature” of its successes relating to
the enforceability of the noncompete agreements. 15

¶61 We see no basis for reversing this decision. Again, a district
court’s prevailing party determination is reviewed deferentially.

14. These factors are a “helpful tool, not a required list that courts
must mechanically apply.” Maxwell Masonry Restoration
& Cleaning LLC v. North Ridge Constr. Inc., 2022 UT App 109, ¶ 42
n.10, 518 P.3d 164, cert. denied, 525 P.3d 1265 (Utah 2023); see also
R.T. Nielson, 2002 UT 11, ¶ 25 (noting that, depending on the case,
there could potentially be “other relevant factors”). Soar does not
suggest that the court abused its discretion by focusing on these
factors, nor does Soar suggest that the district court abused its
discretion by not looking to some other factor as well.

15. We have, of course, now reversed C.R. England’s victory on
the tortious interference claim. But this does little to alter this
picture. It merely shifts C.R. England’s victory ratio from 9 out of
14 claims to 8 out of 14 claims, which is still past the “more than
half” threshold that the district court found important. And we
also note that the tortious interference claim was not one of the
claims that the court believed was “central” to C.R. England’s
aims.

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And such a determination is affirmed so long as the court’s
“decision about who prevailed was based on an approach that
was flexible and reasoned.” Neff, 2011 UT 6, ¶ 70. Here, the district
court’s decision was based on a careful weighing of the three
factors recognized by the supreme court as being appropriate in
such analyses, and its ultimate ruling was expressly grounded in
the particular contours of this multifaceted case.

¶62 In asking us to reverse this decision, Soar first argues that
the district court placed “outsized emphasis” on the centrality of
the noncompete agreements. In doing so, Soar presents several
reasons why, in its view, the district court should not have
regarded these claims as being as important as it ultimately did.

¶63 But in terms of institutional competencies, a district court
is in a better position than an appellate court to assess the relative
importance of the various claims to the parties. In a multi-claim
case like this one that resulted in a mixed verdict, an appellate
court should therefore defer to the district court if that court offers
reasoned analysis for why it believes particular claims were of
central importance to the parties—and, thus, to the prevailing
party determination. See, e.g., Utah Transit Auth., 2015 UT 53, ¶ 58
(“We have also stressed that because the identity of the prevailing
party depends, to a large measure, on the context of each case, the
district court is in a better position than we are as an appellate
court to decide this question.” (quotation simplified)). So here, the
question before us is whether the district court could have
reasonably viewed the dynamics of this case in this way. And we
think it could. C.R. England is a large trucking company that has
many competitors. C.R. England apparently has a practice of
requiring its employees to sign noncompete agreements, and this
practice seems driven by its desire to prevent its competitors from
poaching its employees. Because of this, C.R. England may well
have wanted to litigate this case precisely so that it could obtain a
judicial decision affirming the validity of these agreements,
thereby letting both its competitors and its employees know that
these agreements are enforceable and that C.R. England will
assert its rights if the agreements are violated. Because this was a

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reasonable assessment of how C.R. England approached this case,
we disagree with Soar’s suggestion that the district court abused
its discretion when it concluded that C.R. England’s successes on
these particular claims should carry particular weight in the
prevailing party analysis.

¶64 Soar next argues that the district court improperly factored
the preliminary injunction into its analysis. In Soar’s view, the
question in a prevailing party determination is which party
“ultimately” prevailed and, as a result, intermediate relief like a
preliminary injunction should generally be deemed irrelevant. In
support, Soar cites an Eighth Circuit case that collected federal
authority on the subject. Northern Cheyenne Tribe v. Jackson, 433
F.3d 1083, 1086 (8th Cir. 2006) (“[V]irtually every circuit court to
consider the question has concluded that a preliminary injunction
granting temporary relief that merely maintains the status quo
does not confer prevailing party status.”). But Soar points to no
Utah authority on the subject, and we are aware of none. And
even the Eighth Circuit case acknowledges a few exceptions,
including when a “party’s claim . . . for [a] permanent injunction
is rendered moot by the impact of the preliminary injunction.” Id.

¶65 In any event, we do agree that as something of a loose
guide, pretrial successes that were only temporary in nature
should carry minimal weight in a post-trial prevailing party
analysis. But even so, the prevailing party determination
ultimately remains a highly contextual one. And here, the district
court reasoned that a “key aspect” of C.R. England’s purpose in
litigating this case was its desire to “prevent” its former
employees “from using [C.R.] England’s confidential
information.” In ruling on the enforceability of the noncompete
agreements, the district court found that the one-year time
restriction was reasonable, in part, because of what the court
viewed as the relatively fast rate at which “information gets stale”
in the trucking industry. Because the preliminary injunction in
this case lasted three years, the district court could therefore
reasonably conclude that this preliminary injunction had served
an important purpose even without the subsequent issuance of a

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permanent injunction. Indeed, when the district court denied the
request for a permanent injunction at the end of trial, it stated that
after three years, it didn’t “think there [was] anything left at risk.”
Thus, in the context of this case, the district court could reasonably
conclude that the preliminary injunction alone had supported
C.R. England’s litigation goals and that it therefore could support
the conclusion that C.R. England was the prevailing party (even
if this preliminary injunction might not have justified that
determination on its own).

¶66 Finally, Soar argues that the court misapplied the third
factor—i.e., “the dollar amounts attached to and awarded in
connection with the various claims.” R.T. Nielson, 2002 UT 11,
¶ 25. As noted, C.R. England sought over $300,000 in damages,
but the jury awarded C.R. England just $12,000 in damages on the
claims for which it prevailed. And because $6,000 of that amount
was based on the intentional interference claims that we’ve now
reversed, the amount of recovery now stands at $6,000, which is
just 2% of what C.R. England sought.

¶67 In considering this factor, we recognize that district courts
must consider “the amounts actually sought” and then “balance
them proportionally with what was recovered.” Busico, 2023 UT
App 162, ¶ 63 (quotation simplified). And if this were a case in
which this factor predominated, we would certainly agree that
this factor should have weighed heavily against any conclusion
that C.R. England was the prevailing party. Cf. Maxwell Masonry
Restoration & Cleaning LLC v. North Ridge Contr. Inc., 2022 UT App
109, ¶ 46, 518 P.3d 164 (concluding that a party was not the
prevailing party where it had obtained only 7% of its requested
damages).

¶68 But in the broader universe of civil litigation, we also
recognize that some cases are not necessarily driven (either
exclusively or primarily) by a desired monetary recovery. Certain
kinds of public interest and civil rights litigation come to mind, as
do any number of other kinds of decisions. Here, C.R. England
was seeking a monetary award, and the district court was well

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aware of this. And yet even so, the district court still concluded
that other aspects of this case mattered to C.R. England as well—
including, as discussed, C.R. England’s desire to obtain a ruling
affirming the general enforceability of its oft-used noncompete
agreements, as well as its desire to stop the Employees from
divulging any confidential information they had regarding C.R.
England’s operations (even if this prohibition was only temporary
in nature). In this sense, the district court seems to have concluded
that while C.R. England was of course hoping to obtain a large
monetary judgment, this wasn’t its only litigation goal.

¶69 Again, the monetary award is just one of the factors at issue
in the prevailing party analysis. While we agree that it will likely
be the driving factor in many (perhaps even most) cases, we also
recognize that some cases exist in which other factors matter as
much or more too. See, e.g., Wihongi v. Catania SFH LLC, 2020 UT
App 109, ¶ 26, 472 P.3d 308 (“[T]he proposition that any one factor
is dispositive runs counter to the common-sense, factor-based
approach consistently applied by Utah courts.”); Grove Bus. Park
LC v. Sealsource Int’l LLC, 2019 UT App 76, ¶ 51, 443 P.3d 764
(“Although the comparison of [a party’s] award to its claim is a
relevant factor under the prevailing party analysis, . . . the factor
cannot be weighed in isolation.”). Moreover, we again note that
the question of “whether a party is the prevailing party in an
action is a decision left to the sound discretion of the trial court
and reviewed for an abuse of discretion.” Maxwell Masonry, 2022
UT App 109, ¶ 28 (quotation simplified). And as a general matter,
an “abuse of discretion occurs only if it can be said that no
reasonable person would take the view adopted by the district
court,” and such questions are “necessarily context specific.”
Busico, 2023 UT App 162, ¶ 74 (quotation simplified).

¶70 Here, we conclude that part of a district court’s discretion
in the prevailing party determination is the ability to apportion
relative weight amongst the various factors. So long as that
decision is a reasonable one, we must defer. And in this case, we
note that the district court considered the parties’ arguments

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about the prevailing party question at some length—its analysis
of this question spans several pages of its written decision.

¶71 In light of all this, even if some members of this court might
believe that, because the monetary judgment factor was so
lopsided, we might not have declared C.R. England to be the
prevailing party, we conclude that the district court’s contrary
conclusion was based on a reasoned approach that was grounded
in its careful assessment of the circumstances of this case. So
viewed, we see no abuse of the court’s discretion.

CONCLUSION

¶72 For the foregoing reasons, we affirm the district court’s
ruling that C.R. England’s noncompete agreements were
enforceable under Utah law, reverse the district court’s denial of
Soar’s motion for judgment as a matter of law on C.R. England’s
claim for tortious interference with economic relations, and affirm
the district court’s awards of both attorney fees and costs to C.R.
England. We accordingly remand for a determination of fees
reasonably incurred on appeal in relation to the claims for breach
of the noncompete agreements.

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