Contract & Business Disputes
The terms matter.
The parties matter.
A commitment
to the truth.
Business disputes are won or lost on the language of the agreement, the structure of the companies involved, and the forum where the dispute is decided.
The LOCD brings and defends contract and business claims for individuals and organizations in Utah and California courts and before the American Arbitration Association. Cassandra Dawn brings personal attention, careful preparation, and trial experience to each matter.
Understanding the claim
What breach
of contract
means.
A contract dispute begins with a simple question that rarely has a simple answer: what did each party promise, and did each party do what it promised?
A breach of contract occurs when a party fails to perform an obligation the agreement requires. In Utah, the claim requires a contract, performance by the party seeking recovery, a breach by the other party, and damages.
California law is similar: the existence of a contract, the plaintiff’s performance or excuse for nonperformance, the defendant’s breach, and resulting damages.
The terms dictate the relationship
The agreement defines who must perform, what performance looks like, when it is due, and what happens when it does not occur. Courts look first to the four corners of the agreement to determine the parties’ intentions.
That is why we read every provision closely: scope of work, payment and milestones, conditions, notice-and-cure requirements, warranties, limitations of liability, termination rights, and attorney fee clauses. A single defined term, deadline, or condition can decide whether a party breached, whether the other side excused performance, and what damages are recoverable.
The questions that guide our analysis
01
Contract
Is there an enforceable agreement, and what do its terms require?
02
Performance
Did the party seeking recovery perform, or was performance excused?
03
Breach
Which obligation was not met, and when?
04
Damages
What losses can the evidence establish, and can they be recovered?
Related claims, such as breach of the implied covenant of good faith and fair dealing, fraud, or unjust enrichment, involve additional requirements and need their own analysis.
Complex business structures
The right party.
A recoverable
result.
A judgment is only as valuable as the ability to collect it. We research the business structure before choosing whom to name, or before testing whether the right party has been named.
01Parent Companies & Subsidiaries
The company that signed the contract may not be the company that holds the assets. As a general rule, a parent corporation is not liable for the acts of its subsidiaries, though the corporate form can be disregarded when it is misused to accomplish wrongful purposes such as fraud.
Utah courts disregard the corporate entity only when there is such a unity of interest and ownership that separate personalities no longer exist, and observing the corporate form would sanction a fraud, promote injustice, or cause an inequitable result.
02DBAs & Assumed Names
A business may operate under a trade name that differs from the legal name of the entity or individual behind it. We review state business registrations and assumed-name filings to identify who is actually responsible, so the correct party is named in the complaint, the arbitration demand, and the judgment.
03Affiliates, Successors & Guarantors
Related companies, successors after a sale or merger, and individuals who signed personal guarantees can each change who may be responsible and where recovery may come from. We examine signature blocks, guaranties, assignments, and corporate histories to understand the full picture.
04Ensuring Recoverability
Before investing in litigation, we consider which entity holds assets, insurance, or receivables, and whether a judgment against the named party can realistically be satisfied. On the defense side, the same research can show that a claimant has named the wrong entity.
Jurisdiction & choice of law
Where the dispute
is decided,
and by what law.
Forum-selection and choice-of-law provisions are often overlooked when a contract is signed. When a dispute arises, they can shape the entire case.
A forum-selection clause designates where disputes must be brought. Utah gives effect to the parties’ agreement on the place of the action unless it is unfair or unreasonable.
In federal court, a valid forum-selection clause is given controlling weight in all but the most exceptional cases.
Choice-of-law provisions
A choice-of-law clause selects which state’s law governs the agreement. California applies Restatement section 187, which reflects a strong policy favoring enforcement of arm’s-length choice-of-law provisions.
A Utah-based company may find itself litigating under California law, or a California business may be required to resolve a dispute in Utah. We evaluate these clauses at the outset, because they affect where to file, which rules apply, the available remedies, and the strategy for the entire matter.
Arbitration clauses
Regularly upheld.
Often decisive.
Worth reading early.
An arbitration clause can determine who decides the dispute, how much discovery is available, and whether there is any meaningful appeal.
Written agreements to arbitrate are valid, irrevocable, and enforceable, except on grounds that exist at law or in equity for revoking any contract.
Utah and California statutes say the same. Courts must place arbitration agreements on equal footing with other contracts and enforce them according to their terms.
Because courts regularly uphold these clauses, the question is often not whether arbitration will occur, but how to prepare for it. Grounds to vacate an award are narrow, such as corruption, fraud, evident partiality, or arbitrators exceeding their powers. The hearing is usually the only opportunity to win.
Does the clause cover this dispute and these parties?
Which rules and which administrator apply?
Should arbitration be compelled, or resisted?
Experience across forums
Three very different systems.
Familiarity with each.
Utah
Utah State & Federal Courts
The LOCD has achieved successful results in business disputes in Utah, with experience in Utah’s procedural rules, discovery practice, and local courts.
California
California State & Federal Courts
California litigation has its own pleading, motion, and discovery practice. The firm has achieved successful results in California business disputes, including a successful defense of a breach of contract claim at a jury trial in the Central District of California.
AAA
American Arbitration Association
AAA arbitration follows its own rules, administration, arbitrator selection, and hearing procedures under the Commercial Arbitration Rules. The firm has achieved successful results before the AAA.
Each forum has its own procedures, timelines, and strategic considerations. Experience with all three lets us advise clients on where, and how, a dispute is best resolved.
Experience on both sides
We don’t pick a side.
We pick the truth.
We bring and defend contract and business claims. Representing plaintiffs and defendants sharpens our perspective: we examine the agreement, the performance, the parties, and the proof, rather than beginning with a predetermined answer.
Bringing claims
When the other side
did not perform.
When a business partner, vendor, customer, or contractor fails to honor an agreement, we identify the obligations, the responsible parties, and the recoverable damages, then pursue the claim in the proper forum.
The LOCD has successfully settled breach of contract claims on behalf of its clients.
Defending claims
When the claim does not
match the contract.
A claim may misread the agreement, overlook the claimant’s own nonperformance, name the wrong party, or seek damages the contract does not allow. We test every element.
The LOCD has successfully defended contract claims at summary judgment and at trial, including a successful defense of a breach of contract claim in a jury trial in the United States District Court for the Central District of California.
Past results do not guarantee a similar outcome. Every matter depends on its facts, evidence, applicable law, and circumstances.
A considered first step
Questions worth asking.
We begin with the agreement, not a conclusion. A focused first conversation helps identify what deserves closer review.
Does my contract decide where the case is heard?
It may. Look for provisions titled “Governing Law,” “Venue,” “Jurisdiction,” “Dispute Resolution,” or “Arbitration.” These clauses are generally enforced, so they should be reviewed before any claim is filed or answered.
Can a parent company or owner be held responsible?
Sometimes, but not automatically. Separate entities are generally respected. Liability may extend beyond the signing company through a guaranty, a separate agreement, or, in limited circumstances, disregard of the corporate form.
Can I avoid an arbitration clause?
Arbitration clauses are regularly upheld. A clause may be challenged on ordinary contract defenses or because the dispute falls outside its scope, but those challenges require careful analysis and prompt action.
What should I share first?
Start with the names of the businesses and people involved, the type of agreement, and a brief description of the dispute. Please do not send contracts or confidential documents until we have completed a conflict review and given you instructions.
Request a case review
Start with the facts.
We will consider
the way forward.
Whether you need to enforce an agreement or defend against a claim, tell us briefly what brings you here.
We are deliberately selective so each engagement can receive the attention, preparation, and personal commitment it deserves.
Begin with a brief introduction.
Please send only a general overview, not contracts or attachments. An inquiry does not create an attorney-client relationship, confirm acceptance, or extend a deadline.