BINGHAM LIVESTOCK v. PACCAR

2026 UT App 136
THE UTAH C OURT OF APPEALS
BINGHAM LIVESTOCK T RANSPORTATION I NC .,
Appellant,
v.
PACCAR LLC, PETERBILT M OTORS C OMPANY , THE JACKSON GROUP
OF S ALT LAKE, AND K ENWORTH S ALES OF O GDEN ,
Appellees.
Opinion
No. 20250608-CA
Filed September 11, 2026
First District Court, Brigham City Department
The Honorable Brandon J. Maynard
No. 180100032
Marlin J. Grant, Attorney for Appellant
Marshall J. Hendrickson and S. Spencer Brown,
Attorneys for Appellees
JUDGE R YAN M. HARRIS authored this Opinion, in which
JUDGES M ICHELE M. C HRISTIANSEN F ORSTER and
DAVID N. M ORTENSEN concurred.
HARRIS, Judge:
¶1 	After purchasing three new tractors that it later came to
believe 	were 	faulty, 	Bingham 	Livestock 	Transportation 	Inc.
(Bingham) 	sued 	Paccar 	LLC 	(Paccar) 	and 	Peterbilt 	Motors
Company (Peterbilt), as well as two automotive repair shops, The
Jackson Group of Salt Lake and Kenworth Sales of Ogden
(collectively, 	the 	Repair 	Shops). 	In 	its 	complaint, 	Bingham
brought various contract-based claims asserting that Paccar and
Peterbilt had breached warranties, and it brought negligence
claims asserting that the Repair Shops had failed to properly
repair the tractors. The district court dismissed all of Bingham’s
claims on summary judgment, concluding that the statute of

Bingham Livestock v. Paccar LLC
20250608-CA 	2 	2026 UT App 136
limitations barred Bingham’s contract-based claims and that the
economic loss rule barred its negligence claims.
¶2 	Bingham appeals the district court’s summary judgment
orders. We affirm the court’s dismissal of Bingham’s negligence
claims because the economic loss rule bars those claims under the
facts presented here. But we reverse the court’s dismissal of
Bingham’s contract-based claims because questions of fact remain
to 	be 	decided 	regarding 	the 	applicability 	of 	the 	statute 	of
limitations, and we remand this case to the district court for
further proceedings on those claims.
BACKGROUND1
Tractor Purchases and Warranties
¶3 	Bingham purchased two new tractors from Peterbilt on
November 6, 2013, and a third on December 27, 2013. All three
tractors had Paccar motors, and the combined purchase price for
all three tractors was a little over $460,000. Each tractor purchase
was memorialized in a separate “Vehicle Purchase Agreement,”
each 	of 	which 	included 	two 	warranties 	by 	reference 	and
attachment—one from Peterbilt covering the tractor itself and one
from Paccar covering the engine.
¶4 	The Peterbilt warranty for each tractor stated:
Peterbilt warrants directly to you that the Peterbilt
vehicle (“Vehicle”) identified below will be free
from defects in materials and factory workmanship
1. “In reviewing a grant of summary judgment, we view the facts
and all reasonable inferences in a light most favorable to the party
opposing the motion. We recite the facts with that standard in
mind.” Vineyard Props. of Utah LLC v. RLS Constr. LLC, 2021 UT
App 144, n.1, 505 P.3d 65 (cleaned up).

Bingham Livestock v. Paccar LLC
20250608-CA 	3 	2026 UT App 136
(“Warrantable Failures”) appearing under normal
commercial use and service during the time or
mileage 	limitations 	set 	forth 	in 	the 	attached
Warranty Schedule . . . .
¶5 	In 	the 	event 	of 	a 	“warrantable 	failure,” 	Bingham’s
remedies were expressly limited:
YOUR 	SOLE 	AND 	EXCLUSIVE 	REMEDY
AGAINST PETERBILT . . . ARISING FROM YOUR
PURCHASE 	AND 	USE 	OF 	THIS 	VEHICLE 	IS
LIMITED TO THE REPAIR OR REPLACEMENT
OF 	“WARRANTABLE 	FAILURES” 	AT
AUTHORIZED 	. 	. 	. 	PETERBILT 	DEALERS,
SUBJECT TO [THE] WARRANTY SCHEDULE.
¶6 	The Peterbilt warranty also contained a section titled
“Warranty Disclaimer and Limitations of Liability,” which stated
in relevant part:
This limited warranty is the sole warranty made by
Peterbilt . . . . Except for the above limited warranty,
Peterbilt . . . make[s] no other warranties, express or
implied.
. . . .
IT IS AGREED THAT PETERBILT . . . SHALL NOT
BE 	LIABLE 	FOR 	INCIDENTAL 	OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT
NOT LIMITED TO: LOSS OF INCOME OR LOST
PROFITS; [OR] VEHICLE DOWNTIME . . . .
¶7 	Then, as relevant here, the Peterbilt warranty expressly
limited the period during which Bingham could commence a legal
action against Peterbilt for issues arising from the purchase or use
of the tractors:

Bingham Livestock v. Paccar LLC
20250608-CA 	4 	2026 UT App 136
It is agreed that you have 12 months from the
accrual of the cause of action to commence any legal
action arising from the purchase or use of the
Vehicle, or be barred forever.
¶8 	The Paccar warranty contained warranty provisions that
are substantively identical to the Peterbilt warranty provisions set
forth above. But there was one potentially relevant difference
between the Paccar and Peterbilt warranties: the time and mileage
period covered by the respective warranties. For the Peterbilt
warranties, various components were covered for different time
and mileage limitations; for example, “Major Components” were
covered for 36 months or 300,000 miles, whichever came first,
while “Frame, Gussets, Crossmembers and Cab” were warranted
against corrosion for 60 months or 500,000 miles, whichever came
first. Meanwhile, the Paccar warranties initially came with a basic
time and mileage limitation of two years or 250,000 miles,
whichever came first. However, at the time Bingham purchased
the tractors, it also purchased extended warranties for each tractor
(paying $8,200 for each), extending the Paccar warranties to four
years or 500,000 miles, whichever came first.
Tractor Problems
¶9 	Soon after Bingham purchased the tractors, all three of
them began having problems. In particular, they began “shutting
down 	[and] 	losing 	power,” 	and 	the 	tractors’ 	“computer[s]
indicat[ed] warranty work was needed.” When this happened, a
Bingham employee typically “call[ed] in for a warranty repair”
and drove the affected tractor to one of the Repair Shops—which
shops, for most of the relevant time period, were located some 100
miles away2—to be repaired. There, mechanics would confirm
2. One of the Repair Shops is located in Ogden, “about 35 miles
away,” but it did not open until February 2017, a few months
(continued…)

Bingham Livestock v. Paccar LLC
20250608-CA 	5 	2026 UT App 136
that the issues were covered by the warranties and would attempt
to fix the problems. Once the tractors were repaired, a Bingham
employee would return to the shop and “specifically review[]
each warranty repair,” but despite repeated requests, “the . . .
mechanics refused to show an invoice or repair sheet,” explaining
that the repairs were all covered “warranty item[s]” and were not
being charged to Bingham. The Bingham employee would then
drive the affected tractor back to the worksite.
¶10 	But the repairs seemed to provide only temporary fixes; the
tractors continued to have problems. From 2013 to 2017, one of the
tractors was taken to the Repair Shops sixteen different times,
another thirteen times, and the third nine times. On one particular
occasion in 2017, while one of the tractors was in one of the Repair
Shops, a mechanic sent Bingham’s owner a message containing
“photos showing [a] dripping oil rag hanging out of the oil pan,”
claiming that this oil rag was the cause of the tractor’s problem at
that time. Bingham asserts that the oil rag was left there by one of
the Repair Shops’ mechanics from a previous visit.
¶11 	Eventually, “in early summer of 2017,” Bingham traded all
three tractors back to Peterbilt for $60,000 each. At that time, one
of the tractors had 227,414 miles on it, another had 257,170 miles,
and the third had between 291,452 miles and 333,208 miles. A
few months later, Bingham received a service report from the
Repair Shops detailing all the work that had been done by the
Repair Shops on all three tractors during the time Bingham owned
them.
Procedural History
¶12 	On October 17, 2017, Bingham sent Paccar a notice of
defects, and on February 28, 2018, Bingham filed suit against
before Bingham traded away the tractors. Thus, for most of the
period Bingham owned the tractors, it was required to take them
to “a service shop in Salt Lake City, [Utah, or] Pocatello, Idaho.”

Bingham Livestock v. Paccar LLC
20250608-CA 	6 	2026 UT App 136
Paccar, Peterbilt, and the Repair Shops (collectively, Defendants).
In its complaint, Bingham alleged that Paccar and Peterbilt had
breached the warranties and that the Repair Shops had been
negligent in repairing the tractors. Bingham described four causes
of action: for breach of warranty; for breach of the implied
covenant of good faith and fair dealing; for a declaration that
certain portions of the warranties were unconscionable and
therefore void; and for negligence regarding the repairs. As
worded, the complaint is not entirely clear as to which causes of
action were stated against which Defendants.
¶13 	As the litigation progressed, Defendants filed a motion for
summary judgment, 	asserting that Bingham’s contract-based
claims were barred by the one-year statute of limitations in the
Paccar and Peterbilt warranties and that the negligence claims
were barred by the economic loss rule. Bingham responded by
asserting that the “[b]reach of warranty claims [did] not accrue
until the breach [was] or should [have been] discovered,” and
that an exception to the economic loss rule applied because there
was a “special relationship” between Bingham and the Repair
Shops.
¶14 	After reviewing the parties’ briefing, the district court
issued a ruling denying Defendants’ motion on the warranty
claims and granting it on the negligence claims, at least insofar as
those claims were stated against Paccar and Peterbilt. For the
warranty claims, it concluded that the claims were subject to
Utah’s version of the Uniform Commercial Code (UCC), see Utah
Code §§ 70A-1a-101 to 70A-12a-306, and it reasoned that “[t]he
warranty provision contained an explicit warranty of future
performance: the warranty to make future repairs,” which meant
that “any warranty action would have accrued when the breach
was or should have been discovered by [Bingham].” Therefore,
the 	court 	found 	“it 	inappropriate 	to 	summarily 	dismiss
[Bingham’s] contract-based claims because whether [Bingham]
brought [its] warranty and contract claims timely depends on

Bingham Livestock v. Paccar LLC
20250608-CA 	7 	2026 UT App 136
when the breaches were or should have been discovered by
[Bingham], which . . . is a question of fact.” But it concluded that
the economic loss rule barred Bingham’s negligence claims, at
least against Paccar and Peterbilt, because those entities had
“entered into a contractual limited and exclusive warranty” that
covered the issues that were the subject of Bingham’s tort claims
against them.
¶15 	Bingham then filed a motion to alter or amend the court’s
ruling, asking it to clarify that while the negligence claims against
Paccar 	and 	Peterbilt 	were 	dismissed, 	the 	negligence 	claims
against the Repair Shops should have survived because the Repair
Shops 	were 	“not 	part 	of 	the 	limited 	exclusive 	warranty
agreement[s], [were] not third-party beneficiaries, and ha[d] an
independent duty of care when repairing” Bingham’s tractors.
The court agreed with Bingham on this point, clarifying that its
earlier decision applied only to “any party with whom [Bingham]
entered into a contractual limited and exclusive warranty.”
¶16 	After that, months passed with little activity in the case,
and eventually the district court, unprompted, issued a notice of
intent to dismiss the case. Bingham then filed a request for a
pretrial conference, which took place a few weeks later. During
that conference, the court did not set a trial date but instead
ordered “the parties to participate in mediation in good faith”
“within 90 days or as close to that timeframe as possible.” But
another period of inactivity followed, and about a year later, the
court issued another notice of intent to dismiss. Bingham again
filed a request for a pretrial conference, asserting that the parties
had “attended mediation in good faith . . . which failed to result
in settlement.” Eventually, after a series of pretrial conferences,
the court scheduled a multi-day jury trial to begin roughly eleven
months later, on November 6, 2024.
¶17 	Activity in the case picked up soon after the trial date was
set. Bingham and Defendants exchanged hundreds of pages of

Bingham Livestock v. Paccar LLC
20250608-CA 	8 	2026 UT App 136
pretrial disclosures, Defendants filed multiple motions in limine
seeking to preclude certain witness testimony and evidence, and
the parties discussed what the appropriate jury instructions
would be. A few weeks before the trial was set to begin, the court
held a hearing to discuss the parties’ proposed jury instructions.
At 	that 	hearing, 	Defendants’ 	counsel 	asked 	the 	court 	to
“reconsider if the 1-year statute of limitation . . . had run or not.”
The court agreed to reconsider the issue, set an expedited briefing
schedule, and scheduled oral argument on the matter to occur on
November 5, 2024, the day before the trial was set to begin.
¶18 	Both 	parties 	submitted 	cross-motions 	for 	summary
judgment in accordance with the briefing schedule. Bingham’s
motion included a sworn statement from Bingham’s owner, who
averred that “no information was given to Bingham on these
Vehicles until 8/16/2017 when Service Information Records . . .
were sent to [Bingham],” and that Bingham had discovered facts
necessary to its negligence claims for the first time in May 2017
and had discovered facts necessary to its “defects” claims for the
first time in August 2017. After oral argument, the court ruled in
favor of Defendants, agreed to dismiss all of Bingham’s contract-
based claims, and canceled the trial. In a subsequent written order
memorializing its ruling, the court stated that “the warrant[ies] in
question [were] not a promise for future services and so the
statute of limitations began to run on tender of the [tractors].”
And it also stated,
Even if [the warranties] were a contract for future
services, the [c]ourt finds that [Bingham] was or
should have been aware of potential contract claims
within one year of delivery, three years before the
lawsuit was filed. [Bingham] argued that because it
was 	never 	made 	aware 	of 	the 	specific 	repairs
performed during service, that it was never put on
notice of the potential claims. The [c]ourt finds those
facts to be immaterial to the statute of limitations.

Bingham Livestock v. Paccar LLC
20250608-CA 	9 	2026 UT App 136
¶19 	A few weeks later, Defendants filed a motion for summary
judgment on Bingham’s remaining negligence claims against the
Repair Shops. In that motion, Defendants argued that “the
economic loss rule bars Bingham’s negligence claims” against the
Repair Shops because “the parties’ relationship is governed
entirely by the warranty agreements” and because “Bingham has
failed 	to 	identify 	any 	recognized 	independent 	tort 	duty.”
Bingham disagreed, arguing that the Repair Shops owed Bingham
a duty “to not commit harm to Bingham’s [t]ractors or business
with negligent work” and that this duty was separate from the
duties created in the warranties. After briefing and oral argument,
the court agreed with Defendants, concluding that “the parties’
warranty agreement[s] cover[] the subject matter of the dispute”
because the warranties contain “the exclusive means of obtaining
economic recovery.” The court therefore dismissed Bingham’s
“negligence claims against those parties with whom [Bingham]
entered 	into 	a 	contractual 	limited 	and 	exclusive 	warranty,
including [the Repair Shops].”
ISSUES AND STANDARD OF REVIEW
¶20 	Bingham now appeals, challenging the dismissal of each of
its claims on summary judgment. “We review a district court’s
grant of summary judgment for correctness.” Fine v. University of
Utah School of Med., 2024 UT 4, ¶ 12, 545 P.3d 215 (cleaned up).
“Under this standard, we give no deference to the district court’s
legal 	conclusions 	and 	consider 	whether 	the 	court 	correctly
decided that no genuine issue of material fact existed.” Regal
RealSource LLC v. Enlaw LLC, 2024 UT App 95, ¶ 18, 554 P.3d 1112
(cleaned up). Similarly, “whether a statute of limitations is
applicable 	and 	whether 	it 	is 	subject 	to 	tolling 	under 	the
discovery rule are questions of law.” Shiozawa v. Duke, 2015 UT
App 40, ¶ 14, 344 P.3d 1174 (cleaned up). Additionally, “we
review 	a 	district 	court’s 	interpretation 	of 	a 	contract 	for
correctness,” see Regal RealSource LLC, 2024 UT App 95, ¶ 18

Bingham Livestock v. Paccar LLC
20250608-CA 	10 	2026 UT App 136
(cleaned up), at least where that interpretation was rendered in a
summary judgment order.
ANALYSIS
¶21 	Bingham 	challenges 	the 	court’s 	order 	dismissing 	its
contract-based claims on statute-of-limitations grounds and the
order dismissing its negligence claims against the Repair Shops
under the economic loss rule. We discuss each challenge in turn.
I. Contract-Based Claims
¶22 	Bingham first contends that the district court erred when it
determined that Bingham’s contract-based claims were barred by
the one-year statute of limitations contained in the warranties.
Bingham first claims that the one-year limitations period set out
in the warranties doesn’t even apply. Next, it asserts that, even if
the one-year limitations period is applicable here, a discovery rule
applies, meaning that the limitations period didn’t start running
until Bingham discovered (or should have discovered) its causes
of action. And in this same vein, Bingham asserts that genuine
issues of material fact preclude summary judgment as to when it
should have discovered its claims. We address these issues in
turn, ultimately concluding that a one-year statute of limitations
applies and includes a discovery rule, and that there are indeed
factual questions that preclude summary judgment on when
Bingham’s contract-based claims accrued.
A. 	Which Statute of Limitations Applies?
¶23 	We begin by addressing the most basic of statute-of-
limitations questions: which statute actually applies here? There
are several options. Bingham argues for application of the general
six-year statute of limitations for contract claims. See Utah Code
§ 78B-2-309(1)(b). Defendants counter by asserting that the shorter
UCC statute of limitations for contract claims regarding any

Bingham Livestock v. Paccar LLC
20250608-CA 	11 	2026 UT App 136
“contract for sale” applies here. See id. § 70A-2-725(1) (“An action
for breach of any contract for sale must be commenced within four
years after the cause of action has accrued.”). And Defendants
note that the UCC statute, which sets the default limitation period
at four years, allows parties—by contract—to “reduce the period
of limitation to not less than one year,” id., and they point out that
the parties did just that in the contracts applicable to this case.
Accordingly, 	Defendants 	assert 	that 	the 	relevant 	limitations
period is one year.
¶24 	Whether the general six-year statute or the more specific
UCC statute applies here is a question that turns on whether the
agreements at issue are “contract[s] for sale.” See id. Bingham
contends that they are not, even though they involved the sale of
tractors, because they are “hybrid or mixed” contracts containing
not only sales provisions but also “warranty provisions and
independent 	service 	provisions” 	and 	because 	those 	service
provisions—in 	its 	view—“predominate[] 	the 	contract[s].”
Defendants take a different view, arguing that there was “no
service element to the contract[s]” and that, even if there were,
“the predominant purpose of the contract[s] was for the sale of
goods.” We agree with Defendants on this point.
¶25 	The UCC governs contracts or agreements “relating to the
present or future sale of goods.” Id. § 70A-2-106(1) (2013)3; see also
3. These statutes were recently amended and now explicitly
include hybrid transactions as being subject to the UCC. Utah
Code §§ 70A-2-102(1), -106(5) (2026). As amended, “‘[h]ybrid
transaction’ means a single transaction involving a sale of goods
and . . . the provision of services.” Id. § 70A-2-106(5). But for
purposes of this case, we apply the pre-amendment version of the
relevant statutes because that version was in effect at the time
these transactions were entered into. See Ellis v. La Val Enters. Ltd.,
2022 UT App 139, ¶ 35, 523 P.3d 208 (“A contract contains,
(continued…)

Bingham Livestock v. Paccar LLC
20250608-CA 	12 	2026 UT App 136
id. § 70A-2-102 (“Unless the context otherwise requires, this
chapter applies to transactions in goods . . . .”). Contracts for
services, on the other hand, are not within the purview of the UCC
and 	are 	instead 	subject 	to 	the 	general 	six-year 	statute 	of
limitations 	for 	common-law 	contract 	cases. 	See 	id. 	§ 	78B-2-
309(1)(b) (2026) (“An action may be brought within six years . . .
upon any contract, obligation, or liability founded upon an
instrument in writing . . . .”). Contracts “for both the sale of goods
and the provision of services” are considered hybrid or mixed
contracts, and—at least prior to recent statutory amendments—
Utah followed “the one-law approach, which applies the UCC to
the entire contract if it is predominantly a contract for goods and
applies the common law if the contract is primarily for services.”
Val Peterson Inc. v. Tennant Metals Pty. Ltd., 2023 UT App 115, ¶ 27,
537 P.3d 660 (cleaned up).
¶26 	As an initial matter, we note that the warranties and the
vehicle purchase agreements are to be construed together as parts
of the same agreement. See Montes v. National Buick GMC, Inc.,
2024 UT 42, ¶ 34, 562 P.3d 688 (“Where two or more written
instruments are executed as a part of one transaction such
instruments 	should, 	when 	possible, 	be 	construed 	together.”
(cleaned 	up)). 	The 	vehicle 	purchase 	agreements 	and 	the
warranties expressly reference each other, were executed by the
same parties around the same time, and concern the same subject
matter. Therefore, we construe the provisions contained in the
warranties and the vehicle purchase agreements together as parts
of the same agreement.
implicitly, the laws existing at the time it is completed.” (cleaned
up)). In this situation, the rights and duties of the parties in
connection with these agreements were established in 2013. Thus,
in this opinion we rely upon and cite the 2013 version of all
relevant statutes that have been materially amended since then.

Bingham Livestock v. Paccar LLC
20250608-CA 	13 	2026 UT App 136
¶27 	We proceed by assuming, for purposes of the discussion,
that the agreements in question here are indeed hybrid or mixed
contracts, as Bingham contends. In this situation, our task is to
review “the factual circumstances surrounding the negotiation,
formation, and contemplated performance of” the parties’ overall
agreement 	and 	“determine 	whether 	[that 	agreement] 	is
predominantly or primarily a contract for the sale of goods.” Legal
Tender Services PLLC v. Bank of Am. Fork, 2022 UT App 26, ¶ 39, 506
P.3d 1211 (cleaned up). In conducting this inquiry, we look first
“to 	the 	language 	of 	the 	agreement” 	to 	try 	to 	ascertain 	its
predominant purpose. See Val Peterson Inc., 2023 UT App 115, ¶ 28
(cleaned up). And it is clear that tractors are “goods” as that term
is used in the UCC. See Utah Code § 70A-2-105(1) (“‘Goods’ means
all things . . . which are movable at the time of identification to the
contract for sale . . . .”).
¶28 	Here, the language of the documents makes clear that the
predominant purpose of the agreements was the sale of the
tractors. This is clear from the chosen titling language of “Vehicle
Purchase Agreement” (emphasis added) and from the language
contained 	in 	the 	warranties, 	whose 	remedies 	are 	entirely
dependent on the tractors being “PURCHASE[D].” This is also
clear from the circumstances surrounding the agreements, which
make clear that the primary purpose of the parties’ interactions
was for Bingham to purchase tractors. And while the agreements
did 	contain 	provisions 	related 	to 	Paccar 	and 	Peterbilt
“REPAIR[ING] OR REPLAC[ING]” certain parts of the tractors
under certain conditions, that service was entirely premised on
the tractors first being purchased. To be sure, the action of
repairing and replacing is a service, but that service is contained
in warranties predicated on an initial failure of the tractors, which
are at the center of the parties’ agreements. See Salt Lake City Corp.
v. Sekisui SPR Americas, LLC, 412 F. Supp. 3d 1316, 1334, 1337 (D.
Utah 2019) (concluding that a warranty stating that the “sole and
exclusive remedy to any warranty claim shall be limited to the
replacement of defective materials” was governed by the UCC

Bingham Livestock v. Paccar LLC
20250608-CA 	14 	2026 UT App 136
(cleaned up)). Accordingly, the predominant purpose of the
parties’ agreements was for the sale of goods, meaning that the
UCC applies to the transactions.
¶29 	Bingham resists this conclusion 	by arguing that “the
written and oral promises of in-and-out service” from the Repair
Shops “were service-oriented in nature.” However, Bingham does
not point us to any such written promises contained in the record,
and we are unable to identify any. And even if such promises
existed, the parties expressly limited their agreements to the terms
contained in the warranties and the vehicle purchase agreements,
by stating in the purchase agreements that, “[e]xcept for the above
limited warranty, [Paccar and] Peterbilt . . . make no warranties,
express or implied.” Thus, any additional oral or written contracts
between Bingham and the Repair Shops would be outside the
bounds of the parties’ agreement. And in any event, even if the
agreements 	explicitly 	contained 	a 	few 	additional 	provisions
making Defendants’ warranty obligations more specific, that
would not alter the agreements’ status as predominantly about
the sale of goods.
¶30 	We therefore conclude that the UCC—including its shorter
statute of limitations—applies to this transaction. And Bingham
does not contest the fact that the parties agreed, by contract, to
shorten the applicable limitations period from four years down to
one year, as allowed by the UCC. See Utah Code § 70A-2-725(1).
Thus, the limitations period applicable here is the one prescribed
by the UCC, as modified by the parties’ mutual agreement:
Bingham was obligated to bring its claims within one year.
B. 	The Discovery Rule: When Does the Clock Start?
¶31 	The next question we must confront is when the one-year
limitations period began to run. On this point, the UCC provides
some guidance, stating that, ordinarily, “[a] cause of action
accrues when the breach occurs, regardless of the aggrieved
party’s lack of knowledge of the breach.” Id. § 70A-2-725(2). And

Bingham Livestock v. Paccar LLC
20250608-CA 	15 	2026 UT App 136
as concerns breach of warranty claims in particular, the UCC
states that, ordinarily, “[a] breach of warranty occurs when tender
of delivery is made.” Id. Thus, in the general cases governed by
the UCC, there is no discovery rule.
¶32 	But the UCC includes an exception to these general rules,
and this exception is applicable in cases “where a warranty
explicitly 	extends 	to 	future 	performance 	of 	the 	goods 	and
discovery of the breach must await the time of such performance.”
See id. In such cases, the statute itself includes a discovery rule:
“[T]he cause of action accrues when the breach is or should have
been discovered.” Id.; see also Russell Packard Dev., Inc. v. Carson,
2005 UT 14, ¶ 21, 108 P.3d 741 (discussing “statutory discovery
rule[s]” and stating that they “involve[] situations in which a
relevant 	statute of 	limitations, 	by 	its own 	terms, 	mandates
application of the discovery rule”).
¶33 	Here, the parties take differing positions on whether, in
this case, “a warranty explicitly extends to future performance of
the goods.” See Utah Code § 70A-2-725(2). Bingham contends that
it does and that its claims are therefore subject to a discovery rule.
Defendants, on the other hand, assert that the warranty did not
explicitly extend to future performance of the tractors and that
therefore no discovery rule applies here. On balance, we believe
that Bingham has the better of this argument.
¶34 	We begin, of course, with the text of the applicable statute,
which informs us that a discovery rule applies in cases “where a
warranty explicitly extends to future performance of the goods
and 	discovery 	of 	the 	breach 	must 	await 	the 	time 	of 	such
performance.” See id. The word “explicitly” must not be ignored;
to this end, courts have held that “to fall within the future
performance exception, a warranty must explicitly promise or
guarantee future performance of the goods; it must be clear,
unambiguous and unequivocal.” Salt Lake City Corp. v. Kasler
Corp., 855 F. Supp. 1560, 1568 (D. Utah 1994) (cleaned up).

Bingham Livestock v. Paccar LLC
20250608-CA 	16 	2026 UT App 136
¶35 	In evaluating whether the warranty language at issue here
explicitly promised or guaranteed future performance, we find it
helpful to differentiate between the two types of grievances
Bingham has identified, because our analysis differs slightly
depending on the category of claims.
¶36 	First, 	Bingham 	complains 	that 	Defendants 	failed 	to
adequately 	and 	sufficiently 	repair 	(or 	replace) 	the 	tractors,
pursuant to their warranty obligation, when the tractors were
brought 	in 	for 	service 	in 	the 	years 	following 	purchase.
Specifically, Bingham complains that the repairs took too long
and didn’t actually fix the problems, alleging that the tractors had
“constant 	problems” 	that 	“kept 	reoccurring 	after 	attempted
repairs.” For example, Bingham alleges that, on one specific
occasion, the Repair Shops left “oil rags in the oil pan” of one of
the tractors, an event Bingham alleges “plugged the oil system
and damaged” the tractor “even more.”
¶37 	Second, Bingham alleges that the tractors were “lemons” to
begin with and that they never actually functioned as intended
and as promised. In particular, Bingham alleges that the tractors
had “emissions defects and issues that Defendants knew or
should have known about and . . . knew or should have known
. . . could never be sufficiently repaired or replaced.” Bingham
alleges that Paccar and Peterbilt promised, as part of the warranty
language, that the tractors “would not break down,” but “due to
the lemon nature of the [tractors], Defendants’ warranty and
promises were worthless.”
¶38 	With regard to the first category of claims—the ones
regarding failure to adequately repair the tractors once Bingham
brought them in for service—we think it relatively self-evident
that Paccar’s and Peterbilt’s promises to repair or replace the
tractors if issues arose in the future are covenants that explicitly
concern future performance of the tractors, and that Bingham’s
discovery of any breaches of these covenants had to await the time

Bingham Livestock v. Paccar LLC
20250608-CA 	17 	2026 UT App 136
of the future performance. After all, at the time the tractors were
delivered, Bingham had no idea if the necessity for future
repairs—any 	“Warrantable 	Failures,” 	in the 	parlance 	of the
warranty language—would arise, let alone any idea if Defendants
would live up to their promise to—at some point in the future—
repair or replace the tractors in the event of any such warrantable
failures. A promise to repair or replace a vehicle in the event of a
future breakdown in performance is, almost by definition, a
warranty that “explicitly extends to future performance of the
goods.” See Utah Code § 70A-2-725(2). And again, almost by
definition, in this situation “discovery of the breach must await
the time of [future] performance,” when the warrantor is called
upon to repair or replace the vehicle. See id.
¶39 	Indeed, applying the one-year statute of limitations to
these types of claims, without the benefit of a discovery rule,
would 	render 	the 	extended 	warranties 	Bingham 	purchased
entirely illusory. See UDAK Props. LLC v. Canyon Creek Com. Center
LLC, 2021 UT App 16, ¶ 18, 482 P.3d 841 (stating that a contract
interpretation that “gives effect to all provisions of the contract is
preferred to one which renders part of the writing superfluous,
useless, or inexplicable” (cleaned up)). Here, Bingham paid an
additional $8,200 per tractor to extend the Paccar warranties from
two years (or 250,000 miles) to four years (or 500,000 miles). If
Bingham lost the right to sue on these warranties after just twelve
months’ time, the remaining three years of coverage would be of
no value. We therefore conclude that this first category of claims
quite clearly involves assertions that Defendants have breached
warranties that extend to future performance of the goods, and
that a discovery rule therefore applies to those claims.
¶40 	The question is much closer as regards the second category
of claims—the ones concerning Bingham’s allegation that the
tractors were lemons to begin with and that they never actually
functioned 	as 	promised. 	On 	this 	point, 	courts 	in 	other
jurisdictions are not of one mind, see Alice M. Wright, Annotation,

Bingham Livestock v. Paccar LLC
20250608-CA 	18 	2026 UT App 136
What 	Constitutes 	Warranty 	Explicitly 	Extending 	to 	“Future
Performance” for Purposes of UCC § 2-725(2), 81 A.L.R.5th 483 (2000)
(“Courts disagree whether express warranties promising to repair
defects appearing in goods within a specified period of time or
otherwise guaranteeing the performance of purchased goods
should be deemed to fall within the UCC § 2-725(2) exception.”),
and no Utah appellate court has ever (to our knowledge) grappled
with the issue.
¶41 	But this question turns on the precise language used in the
relevant warranty, and here Paccar and Peterbilt promised that
the tractors “will be free from defects in materials and factory
workmanship . . . appearing under normal commercial use and
service during the time or mileage limitations set forth in the attached
Warranty Schedule.” (Emphasis added.) In our view, this language
contains a promise that explicitly extends to future performance
of the goods. The term “will be” suggests that the warranties
extend to a future period and not just to the day on which the
tractors were conveyed to Bingham. Further, the warranties state
that 	they 	cover 	certain 	failures 	“appearing 	under 	normal
commercial 	use 	and 	service 	during 	the 	[warrantable 	time
period].” Normal use and service of the vehicle during the
warrantable period must happen at a time later than when the
vehicles were purchased. Thus, the language chosen by the
parties explicitly states that the warranties concern the future
performance of the tractors.
¶42 	In 	addition, 	the 	contractual 	provision 	shortening 	the
limitations period to one year also contains language suggesting
that suits could be brought regarding future performance of the
tractors. In that provision, the parties agreed that Bingham would
have twelve months “from the accrual of the cause of action to
commence any legal action arising from the purchase or use of the
[tractors].” (Emphasis added.) By including the possibility for a
claim to arise from Bingham’s use rather than merely from its
purchase (or its delivery), the parties agreed that the warranties

Bingham Livestock v. Paccar LLC
20250608-CA 	19 	2026 UT App 136
extend to the vehicle’s performance beyond the date of purchase
and not simply to its condition at the time of purchase.
¶43 	Our conclusion here—that the words chosen by the parties
in their agreements concern future performance of the tractors—
is the same one reached by the Indiana Supreme Court in a case
involving nearly identical contractual language. See Kenworth of
Indianapolis, Inc. v. Seventy-Seven Ltd., 134 N.E.3d 370, 380 (Ind.
2019). 	After 	carefully 	examining 	the 	relevant 	contractual
language—including the promise that the vehicle “will be free
from defects in materials and workmanship during the time and
mileage periods set forth in the Warranty Schedule and appearing under
normal use and service,” id. (emphasis added) (cleaned up)—the
court concluded that “this bargained-for warranty constitute[d] a
future-performance warranty. Id.
¶44 	That court reached its conclusion by conducting a “close
analysis of th[e] contractual language,” “stress[ing] that every
word 	and 	phrase 	matters 	in 	these 	future-performance
warranties.” Id. It reasoned that the “future-tense language (‘will
be free from defects’ for 12-months/100,000-miles), rather than
past-tense (‘were free from defects’) or present-tense language
(‘are free from defects’),” explicitly indicated that the warranty
covered future performance. Id. Indeed, the court reasoned that if
the parties had “not used future-tense language, for example, or
had they omitted a specific future time period for the trucks’
quality and performance, or had they promised only to repair and
replace defects rather than warrant against future defects, then
this warranty would fall outside the limited future-performance
exception.” Id.
¶45 	Other courts have also considered an agreement’s future-
tense language as support for the conclusion that a warranty
explicitly extends to future performance. See Grand Island Express
v. Timpte Indus., Inc., 28 F.3d 73, 75 (8th Cir. 1994) (“[An] express
warranty explicitly extended to the future performance of the

Bingham Livestock v. Paccar LLC
20250608-CA 	20 	2026 UT App 136
trailers when it stated that the trailers would be ‘free from defects
in materials and workmanship for a period of five years from the
date-of-delivery to the First Purchaser.’”); Broten v. Wright Med.
Group, Inc., No. 16-CV-00049, 2016 WL 10459793, at *2 (D. Utah
June 2, 2016) (“Language or representations that the goods ‘will
satisfactorily perform at all times,’ ‘will work properly for a
lifetime,’ 	or 	‘will 	give 	satisfactory 	service 	at 	all 	times’ 	are
sufficient to meet this [future-performance] requirement and
therefore establish a warranty of future performance.”); Joswick v.
Chesapeake Mobile Homes, Inc., 765 A.2d 90, 97 (Md. 2001) (“A
warranty that goods will have a certain quality or be free from
defects for a stated time thus, in our view, explicitly extends to
future performance . . . .”).
¶46 	Defendants argue otherwise, and they analogize this case
to a Kansas Supreme Court case where the court concluded that a
vehicle warranty was not a warranty for future performance. See
Voth v. Chrysler Motor Corp., 545 P.2d 371 (Kan. 1976). In that case,
the relevant warranty provisions stated as follows:
Chrysler Corporation warrants this vehicle . . .
against defects in material and workmanship in
normal use as follows: (1) the entire vehicle . . . for
12 months or 12,000 miles . . . , whichever occurs
first, from the date of sale or delivery thereto; and
(2) [certain parts] for 5 years or 50,000 miles . . . ,
whichever occurs first, from the date of such sale or
delivery. Any part of this vehicle found defective
under 	the 	conditions 	of 	this 	warranty 	will 	be
repaired or replaced . . . .
Id. at 374–75. In analyzing the language of the warranty, the court
reasoned that simply warranting “to make needed repairs to
leased equipment is not a warranty extending to its future
performance,” and it offered its view that, in such a situation,
“[a]ll that the supplier promises is that if the equipment needs

Bingham Livestock v. Paccar LLC
20250608-CA 	21 	2026 UT App 136
repairs[, it] will make them.” Id. at 378. In this case, Defendants
claim that “[t]he Peterbilt/[Paccar] warranties are just like the
warranty in Voth,” and they urge us to conclude, on that basis,
that the warranties do not extend to future performance. We see
the matter differently.
¶47 	Initially, 	we 	think 	it 	relevant 	to 	note 	that 	Voth 	was
published over fifty years ago and that, since then, the issue of
whether warranty provisions extend to future performance has
been further debated among courts, including those cited. See
supra ¶¶ 43–45. But more substantively, we think the warranty at
issue in Voth is distinguishable from our case because that
warranty did not contain the same future-tense language as the
Paccar and Peterbilt warranties do. In Voth, the warranty stated
simply that “Chrysler Corporation warrants this vehicle . . .
against defects in material and workmanship . . . [for a specific
time] from the date of sale or delivery thereto.” See 545 P.2d at 374.
This language did not use future tense (“will be free from
defects”)—at 	least 	not 	in 	discussing 	the 	vehicle’s 	future
performance4—and it thus did not reference future performance
of the goods sold in the same way the warranties in our case and
in Kenworth do. See 134 N.E.3d at 380.
¶48 	Next, Defendants attempt to characterize the language of
the warranties in this case as similar to the language of the
warranty in Voth. In particular, they assert that “[n]othing in the
warrant[ies] represented that the tractors or their engines would
perform in a certain way for some time, or that they would be
4. To be sure, the Voth warranty did use the “will be” phrase in
another context, when the supplier promised that “[a]ny part of
[the] 	vehicle 	found 	defective 	under 	the 	conditions 	of 	this
warranty will be repaired or replaced.” See Voth v. Chrysler Motor
Corp., 545 P.2d 371, 375 (Kan. 1976) (emphasis added). But this
language did not reference the vehicle’s future performance;
instead, it referenced the warrantor’s future performance.

Bingham Livestock v. Paccar LLC
20250608-CA 	22 	2026 UT App 136
defect free for some time” but that, instead, the “warranty
agreements simply promised that if Bingham encountered a
‘warrantable failure’ within the time and mileage limits [Paccar or
Peterbilt] would repair it.” But this reading of the contractual
language overlooks the future-tense language (“will be free from
defects”) that is so key to the analysis here.
¶49 	In the end, we agree with Bingham that the language of the
warranties in this case explicitly extends to future performance of
the tractors, even as to Bingham’s lemon claims. The district
court’s contrary conclusion was erroneous. Thus, the discovery
rule referenced in the UCC statute of limitations applies to all of
Bingham’s contract-based claims, meaning that the limitations
period for those claims did not begin to run until Bingham
discovered (or should have discovered) the alleged breaches in
question. See Utah Code § 70A-2-725(2).
C. 	Questions of Material Fact Remain Unresolved
¶50 	Once it is determined that a discovery rule applies—as it
does here—the next question to consider is when the plaintiff
discovered (or should have discovered) its causes of action.
Plaintiffs are deemed to have discovered a cause of action when
they have “sufficient information to put [them] on notice to make
further inquiry if they harbor doubts or questions.” Salt Lake City
Corp. v. Sekisui SPR Americas, LLC, 412 F. Supp. 3d 1316, 1329 (D.
Utah 2019) (cleaned up). Stated another way, “whatever is notice
enough to excite attention and put the party on . . . guard and call
for inquiry is notice of everything to which such inquiry might
have led.” Id. (cleaned up). And “when a person has sufficient
information to lead him [or her] to a fact, he [or she] shall be
deemed conversant of it.” Id. (cleaned up).
¶51 	Inquiries 	like 	this 	are 	“intensely 	fact-dependent.” 	See
Russell Packard Dev., Inc. v. Carson, 2005 UT 14, ¶ 22, 108 P.3d 741
(“[D]etermining when a plaintiff either discovered or reasonably
should have discovered his or her cause of action is often a

Bingham Livestock v. Paccar LLC
20250608-CA 	23 	2026 UT App 136
difficult and intensely fact-dependent inquiry . . . .”); see also Spears
v. Warr, 2002 UT 24, ¶ 32, 44 P.3d 742 (“[T]he applicability of the
statute of limitations and the discovery rule also involves a
subsidiary factual determination—the point at which a person
reasonably should know that he or she has suffered a legal
injury.”), abrogated on other grounds by RHN Corp. v. Veibell, 2004
UT 60, 96 P.3d 935. Such questions “are typically not decided as a
matter of law, unless the evidence in the case at hand is so one-
sided 	that 	a 	reasonable 	factfinder 	could 	reach 	only 	one
conclusion.” Metropolitan Water Dist. v. Sorf, 2023 UT App 146,
¶ 33, 542 P.3d 87. And summary judgment is only appropriate
when “the moving party shows that there is no genuine dispute
as to any material fact and the moving party is entitled to
judgment as a matter of law.” Utah R. Civ. P. 56(a). “In reviewing
a grant of summary judgment, [courts] view the facts and all
reasonable inferences in a light most favorable to the party
opposing the motion.” Vineyard Props. of Utah LLC v. RLS Constr.
LLC, 2021 UT App 144, n.1, 505 P.3d 65 (cleaned up).
¶52 	In its initial ruling on this question, the district court
determined that it would be “inappropriate to summarily dismiss
[Bingham’s] contract-based claims because whether [Bingham]
brought [its] warranty and contract claims timely depends on
when the breaches were or should have been discovered by
[Bingham], which . . . is a question of fact.” But when it
reconsidered the matter on the eve of the scheduled trial, it
concluded that Bingham “was or should have been aware of
potential contract claims within one year of delivery, three years
before 	the 	lawsuit 	was 	filed,” 	and 	that 	the 	facts 	Bingham
referenced in an effort to support its contention that factual
questions 	prevented 	summary 	judgment 	on 	the 	discovery
question were “immaterial to the statute of limitations.”
¶53 	As we discuss, the district court’s treatment of this issue on
the eve of trial was too general. It may well be that, with regard to
some of Bingham’s contract-based claims, the facts will be clear

Bingham Livestock v. Paccar LLC
20250608-CA 	24 	2026 UT App 136
and one-sided enough for the court to be able to render judgment
as a matter of law on the factual question of whether Bingham
discovered (or should have discovered) the specific claim before
February 28, 2017.5 But the district court erred by entering a
blanket summary judgment ruling that all of Bingham’s contract-
based claims were time-barred on that basis. For instance, there is
at least one such claim that is likely not time-barred: Bingham’s
grievance about the oil rag, which Bingham claims not to have
discovered until some point in 2017. There may well be other
failure-to-repair-or-replace claims related to visits to one of the
Repair Shops in the years following the 2013 purchase that
Bingham had no reason to know about until on or after February
28, 	2017. 	On 	remand, 	if 	Defendants 	renew 	their 	summary
judgment motion regarding the statute of limitations, the court
should analyze each of Bingham’s specific failure-to-repair-or-
replace claims and should assess when Bingham discovered (or
should have discovered) each one.6 If Bingham discovered (or
should have discovered) them before February 28, 2017, they are
time-barred. If Bingham did not discover (and should not have
discovered) them until after that date, they are not time-barred.
¶54 	As to the lemon category of claims, unresolved issues of
material fact exist as to discovery of these claims as well. As we
5. Bingham filed its suit on February 28, 2018. And, as discussed,
see supra Part I.A, a one-year statute of limitations applied to
Bingham’s contract-based claims. Thus, any contract-based claim
that Bingham discovered (or should have discovered) more than
a year before it filed its lawsuit is, by definition, untimely.
6. It is unclear to us which specific repair incidents—other than
the “oil rag” incident—Bingham asserts constitute breaches of
warranty. We trust that Bingham has been specific about this at
some point during the pretrial discovery process. We leave it to
the parties and to the court, on remand, to sort out the scope and
nature of Bingham’s claims in this regard.

Bingham Livestock v. Paccar LLC
20250608-CA 	25 	2026 UT App 136
understand these claims, Bingham alleges that “Defendants knew
or should have known” that the tractors were “always breaking
down” and “could never be sufficiently repaired or replaced,”
and that Defendants refused to tell Bingham “what was repaired.”
Bingham claims that it could not have reasonably discovered its
lemon claims until August 2017 because it “had no ability to . . .
do independent repairs or investigations” and therefore “never
knew if [the completed] repairs were for unfixable defects of the
same parts” or for something else. It asserts that it discovered
these lemon claims for the first time in August 2017, when
Defendants 	apparently 	sent 	“service 	information 	data” 	to
Bingham. And Bingham supported these assertions with sworn
affidavits in which its owner averred that “no information was
given to Bingham on these Vehicles until 8/16/2017 when Service
Information Records” were sent to Bingham. Thus, Bingham’s
owner maintains that Bingham “discovered the defects” giving
rise to its lemon claims “for [the] first time” on “8/16/2017.”
¶55 	The district court’s response to this was to offer its view
that Bingham’s factual assertions were “immaterial to the statute
of limitations.” And for reasons it did not explain, it concluded
that Bingham “was or should have been aware of potential
contract claims within one year of delivery” of the tractors, or by
2014. But Bingham’s factual assertions are to the contrary, and the
district court did not provide adequate reasons for resolving those
factual assertions as a matter of law on summary judgment. We
disagree that these factual assertions are “immaterial.” If they’re
found to be true by a factfinder, they would provide a basis upon
which to conclude that Bingham truly did not discover its lemon
claims until August 2017. That makes them material. And the
court 	conducted 	no 	apparent 	analysis 	about 	whether 	those
allegations find at least some support in the factual record; if they
do, then it would be inappropriate to resolve them on summary
judgment. As presented to us, those allegations do have support
in the factual record, namely, the sworn statements submitted
from Bingham’s owner.

Bingham Livestock v. Paccar LLC
20250608-CA 	26 	2026 UT App 136
¶56 	We therefore reverse the district court’s ruling, made as a
matter of law on summary judgment, that Bingham “was or
should have been aware of potential contract claims within one
year of delivery.” This statement may turn out to be true with
regard to some of Bingham’s contract-based claims. But the court
erred by dismissing all of Bingham’s contract-based claims on
summary judgment on statute-of-limitations grounds, because
factual questions about when Bingham discovered (or should
have discovered) those claims have not been adequately resolved.
¶57 	Should these issues come up again on remand, we offer one
point of guidance. Much of Bingham’s argument about the
discovery 	rule 	centers 	on 	the 	concept 	of 	“fraudulent
concealment,” 	with 	Bingham 	asserting 	that 	Defendants
fraudulently concealed facts, thus preventing Bingham from
being able to discover the scope of the problems with the tractors.
And Bingham appears to be arguing for application of “equitable
tolling” of the statute of limitations based on alleged fraudulent
concealment. In this, Bingham is on the wrong track.
¶58 	Here, a statutory discovery rule applies. See supra Part I.B.
Where a statutory discovery rule applies, there is no need to
discuss any version of the equitable discovery rule, because
equitable 	discovery 	rules 	“apply 	only 	where 	a 	statute 	of
limitations does not, by its own terms, already account for such
circumstances—i.e., 	where 	a 	statute 	of 	limitations 	lacks 	a
discovery rule.” See Russell Packard, 2005 UT 14, ¶ 25. Thus,
because a statutory discovery rule applies, the only relevant
inquiry is when Bingham discovered (or should have discovered)
its causes of action. To be sure, fraudulent concealment activity on
the part of a defendant may affect the time within which a plaintiff
discovers (or reasonably should have discovered) a cause of
action. But such activity should be considered in the context of the
statutory discovery rule—by informing the question of when the
plaintiff discovered (or should have discovered) the cause of

Bingham Livestock v. Paccar LLC
20250608-CA 	27 	2026 UT App 136
action—and not in the context of litigating whether a separate
equitable discovery rule applies.
¶59 	In sum, with regard to the contract claims, the district court
applied the proper statute of limitations: the one-year version of
the UCC statute. But the court erred in determining that the
warranties at issue here did not extend to future performance of
the tractors; they did, and therefore a discovery rule applies in
assessing when Bingham’s contract-based claims accrued. Those
discovery questions are fact-dependent, and the court erred by
prematurely resolving those contested factual issues with a
general blanket ruling that Bingham simply “was or should have
been aware” of all of its “potential contract claims” more than one
year before filing them. For these reasons, we reverse the court’s
order dismissing Bingham’s contract-based claims on summary
judgment, and we remand those claims to the district court for
further proceedings.
II. Negligence Claims
¶60 	Next, 	Bingham 	challenges 	the 	district 	court’s 	order
dismissing its negligence claims against the Repair Shops. In that
order, the court determined that those claims are barred by the
economic 	loss 	rule.7 	Specifically, 	Bingham 	argues 	that 	the
economic loss rule applies only to parties who have “a direct
contractual relationship,” which Bingham and the Repair Shops
do not have. And it argues that even if the economic loss rule
applies, this situation falls within an exception to the rule because
“mechanics 	have 	a 	general 	duty 	to 	not 	actively 	commit
misconduct and harm a client as well as a special duty of care . . .
to 	warn 	or 	inform 	of 	known 	defects.” 	We 	find 	Bingham’s
7. 	Bingham 	does 	not 	challenge 	the 	district 	court’s 	order
dismissing its negligence claims against Paccar and Peterbilt.
Accordingly, 	we 	analyze 	only 	the 	court’s 	dismissal 	of 	the
negligence claims against the Repair Shops.

Bingham Livestock v. Paccar LLC
20250608-CA 	28 	2026 UT App 136
arguments unpersuasive on these issues, and we conclude that
the district court correctly dismissed Bingham’s negligence claims
pursuant to the economic loss rule.
¶61 	“The economic loss rule is a judicially created doctrine that
marks the fundamental boundary between contract law, which
protects expectancy interests created through agreement between
the parties, and tort law, which protects individuals and their
property from physical harm by imposing a duty of reasonable
care.” KTM Health Care Inc. v. SG Nursing Home LLC, 2018 UT App
152, ¶ 70, 436 P.3d 151 (cleaned up); see also Hayes v. Intermountain
GeoEnvironmental Services, Inc., 2021 UT 62, ¶ 17, 498 P.3d 435
(“Contract principles resolve issues when the product does not
meet the user’s expectations, while tort principles resolve issues
when the product is unsafe to person or property.” (cleaned up)).
Indeed, “when a conflict arises between parties to a contract
regarding the subject matter of that contract, the contractual
relationship controls, and parties are not permitted to assert
actions in tort in an attempt to circumvent the bargain they agreed
upon.” Hanks v. Anderson, No. 19-CV-00999, 2023 WL 6880586, at
*5 (D. Utah Oct. 18, 2023) (cleaned up).
¶62 	Ordinarily, the existence of a contract that governs the
parties’ relationship “is a prerequisite to application of the rule.”
Larson v. Stauffer, 2022 UT App 108, ¶ 30, 518 P.3d 175. Relying on
this general rule, Bingham asserts that the economic loss rule
doesn’t apply to its claims against the Repair Shops because it
doesn’t have a “direct contractual relationship” with the Repair
Shops. Although this argument has some facial appeal, we are
ultimately unpersuaded.
¶63 	It is likely true that, in most cases in which the economic
loss rule applies, the contract in question has been entered into
directly between the plaintiff and the defendant. See, e.g., id. But
in some situations, the economic loss rule applies to bar tort
claims even in the absence of direct contractual privity between

Bingham Livestock v. Paccar LLC
20250608-CA 	29 	2026 UT App 136
the plaintiff and the defendant. As our supreme court has made
clear on several occasions, the economic loss rule applies to bar
tort claims between parties involved at different ends of the same
contract-based project, even though the two parties in question
might not have a direct contractual relationship with each other.
¶64 	For instance, our supreme court applied these principles in
a construction case in which a subcontractor attempted to sue an
architect 	for 	negligence. 	See 	SME 	Indus., 	Inc. 	v. 	Thompson,
Ventulett, Stainback and Assocs., Inc., 2001 UT 54, 28 P.3d 669. The
subcontractor had no direct contractual relationship with the
architect. Id. ¶ 45. But our supreme court nevertheless held that
the 	economic 	loss 	rule 	operated 	to 	bar 	the 	subcontractor’s
negligence suit, because the situation was governed by a series of
contractual relationships of which the subcontractor was a part.
Id. The court noted that although the subcontractor did not
contract 	directly 	with 	the 	architect 	and 	“therefore 	had 	no
opportunity to negotiate directly with the design team regarding
the limits of liability, it did have the opportunity to allocate the
risks associated with the costs of the work when it entered into a
subcontract agreement with” the project’s general contractor. Id.
On this basis, the court applied the economic loss rule to the
situation, because both the subcontractor and the architect were
involved 	in 	the 	same 	construction 	project 	and 	each 	entity
involved in the project had had the opportunity, at some point, to
negotiate its risks through contract. See id.; see also id. ¶ 42 (stating
that in situations like this, “the contracts entered into among the
various 	parties 	shall 	govern 	their 	economic 	expectations”
(quoting Berschauer/Phillips Constr. Co. v. Seattle School Dist. No. 1,
881 P.2d 986, 993 (Wash. 1994) (en banc))); Hayes v. Intermountain
GeoEnvironmental Services Inc., 2019 UT App 112, ¶ 30, 446 P.3d
594 (“The economic loss rule, as applied in the construction
context, 	envisions 	a 	chain 	of 	contractual 	relationships, 	and
generally requires that parties in such situations bring claims
against the entities with whom they are in privity of contract.”),
aff’d, 2021 UT 62, 498 P.3d 435.

Bingham Livestock v. Paccar LLC
20250608-CA 	30 	2026 UT App 136
¶65 	Our supreme court applied many of these same principles
again in Davencourt at Pilgrims Landing Homeowners Ass’n v.
Davencourt at Pilgrims Landing, LC, 2009 UT 65, 221 P.3d 234.
There, 	the 	court 	applied 	the 	economic 	loss 	rule 	to 	bar 	a
condominium 	association 	from 	asserting 	a 	negligence 	claim
against a subcontractor even though the association had not
entered into a contract with the subcontractor. Id. ¶ 21. The court
reasoned that subjecting the subcontractor to the negligence
claims lodged by the association would “erode[] the basis for the
existence of the economic loss rule—the distinction between tort
and contract law” and would “essentially impose the plaintiff’s
economic expectations upon parties whom the plaintiff did not
know and with whom it did not deal and upon contracts to which
it was not a party.” Id. ¶¶ 22–23 (cleaned up).
¶66 	These 	principles 	were 	applied 	more 	recently 	in 	the
corporate context. See Healthcare Co. v. MPI Group LLC, No. 25-cv-
00031, 2025 WL 2733548 (D. Utah Sep. 25, 2025). There, two
companies entered into a contract, and one of the companies
brought 	fraud-based 	tort 	claims 	against 	an 	individual 	who
negotiated some of the terms of the contract. Id. at *5. The court
found that even though the individual was “not a party to any
contract with” the company, “the economic loss rule bars claims
against corporate officers when the tort claims at issue overlap
completely with contractual duties.” Id. at **5–6.
¶67 	In 	this 	case, 	these 	same 	principles 	apply. 	Bingham,
Paccar/Peterbilt, and the Repair Shops were all part of the same
contract-based transaction. Bingham bought tractors from Paccar
and Peterbilt and negotiated for warranty protection. Paccar and
Peterbilt, in turn, negotiated for a provision requiring Bingham to
take the tractors to the Repair Shops if Bingham wanted the
warranties to cover the repairs. And Paccar and Peterbilt entered
into a contract with the Repair Shops for that work to be
performed. Thus, these parties were all part of the same overall
contract-based transaction, even though not all of them contracted

Bingham Livestock v. Paccar LLC
20250608-CA 	31 	2026 UT App 136
directly with all of the others. Each of them had the opportunity,
by contract, “to allocate the risks associated with the” venture
when they negotiated with the parties with whom they do have
contractual privity. See SME Indus., 2001 UT 54, ¶ 45. And in this
situation, just as in 	the construction context, “the contracts
entered 	into 	among 	the 	various 	parties 	shall 	govern 	their
economic expectations.” Id. ¶ 42 (cleaned up). For the same
reasons that the subcontractor was not allowed to sue the architect
in tort in SME Industries and the condominium association was
not allowed to sue the subcontractor in tort in Davencourt,
Bingham is not allowed to sue the Repair Shops in tort here.
Bingham’s 	remedy 	is 	to 	follow 	the 	“chain 	of 	contractual
relationships,” see Hayes, 2019 UT App 112, ¶ 30, and sue Paccar
and Peterbilt on the contract it negotiated with those entities. It is
up to Paccar and Peterbilt to decide if they wish to sue the Repair
Shops on any contract they might have with the Repair Shops in
this matter. But in any event, it is the contracts that these parties
have negotiated with each other that govern their liability for
economic loss relative to these tractors.
¶68 	Bingham argues, alternatively, that even if the economic
loss rule applies here generally, it does not operate to bar its
specific 	negligence 	claims, 	because—Bingham 	asserts—those
claims invoke duties that are independent from any contractual
duties. If a plaintiff brings a tort claim that alleges a breach of duty
that the relevant contracts themselves impose, then “the claim is
barred; the plaintiff can sue only for contract-based remedies.”
KTM Health, 2018 UT App 152, ¶ 71; see also Grynberg v. Questar
Pipeline Co., 2003 UT 8, ¶ 43, 70 P.3d 1 (“[O]nce there is a contract,
any tort claim must be premised upon an independent duty that
exists apart from the contract. All contract duties, and all breaches
of those duties—no matter how intentional—must be enforced
pursuant to contract law.”). However, if the tort claim alleges a
breach of a duty that is separate and distinct from any relevant
contractual duties, then the claim is unaffected by the economic

Bingham Livestock v. Paccar LLC
20250608-CA 	32 	2026 UT App 136
loss rule and the plaintiff can proceed with the separate non-
contract claim. See KTM Health, 2018 UT App 152, ¶ 72.
¶69 	Here, Bingham does not identify any duties that are not
already the subject of the various contracts between the parties.
Paccar and Peterbilt had a contractual duty to repair or replace the
tractors at Bingham’s request, whenever a “warrantable failure”
occurred. 	Bingham, 	in 	order 	to 	take 	advantage 	of 	these
contractual benefits, was obligated to take the affected tractors to
the Repair Shops. And the Repair Shops, in turn, were obligated
to accomplish those repairs; in particular, Bingham alleged in its
complaint that the Repair Shops owed it a “duty of care to fix and
repair” the tractors “timely, with skill and precision.” In its
complaint, Bingham alleges that the Repair Shops breached this
duty 	“by 	failing 	to 	. 	. 	. 	repair 	the 	[tractors] 	quickly 	and
professionally.” These duties are entirely within the scope of the
contracts between the various parties.
¶70 	Bingham resists this conclusion by asserting that the Repair
Shops 	had 	an 	independent 	duty 	“to 	not 	commit 	harm 	to
[Bingham] while making the repairs.” We disagree, on the facts
alleged here, that this is an independent duty. Here, the duty
Bingham describes—the Repair Shops not harming its vehicles—
is entirely premised on the Repair Shops’ derivative contractual
obligation to repair and replace warrantable failures. Indeed, the
independent duty Bingham suggests is not independent at all
because the only way for the Repair Shops’ alleged duty to
commence 	would 	be 	for 	Bingham 	to 	bring 	in 	the 	tractors
according to the warranties. Any duty the Repair Shops owed to
Bingham was created by and overlapped with the duties outlined
in the agreements, making any negligence claims for work done
under the agreements subject to the economic loss rule.
¶71 	For all of these reasons, the economic loss rule operates to
bar Bingham’s negligence claims against not only Paccar and

Bingham Livestock v. Paccar LLC
20250608-CA 	33 	2026 UT App 136
Peterbilt but also the Repair Shops. The district court therefore did
not err in dismissing those claims.
CONCLUSION
¶72 	We affirm the district court’s order dismissing Bingham’s
negligence claims against the Repair Shops pursuant to the
economic loss rule. But we reverse the court’s order dismissing
Bingham’s 	contract-based 	claims 	on 	statute-of-limitations
grounds. Although the court correctly determined that the UCC
applied and that the operative limitations period was one year, it
erred in concluding that no discovery rule applied and that, even
if it did, no questions of fact remained for decision regarding
when Bingham discovered (or should have discovered) its claims.
We therefore reverse the court’s order dismissing Bingham’s
contract-based claims on summary judgment, and we remand
those claims to the district court for further proceedings consistent
with this opinion.