BINGHAM LIVESTOCK v. PACCAR

Opinion

2026 UT App 136

THE UTAH COURT OF APPEALS

BINGHAM LIVESTOCK TRANSPORTATION INC., Appellant,

v.

PACCAR LLC, PETERBILT MOTORS COMPANY, THE JACKSON GROUP OF SALT LAKE, AND KENWORTH SALES OF OGDEN, 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 RYAN M. HARRIS authored this Opinion, in which JUDGES MICHELE M. CHRISTIANSEN FORSTER and DAVID N. MORTENSEN 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 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.

BACKGROUND 1

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).

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(“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:

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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 away 2—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…)

20250608-CA 4 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.”

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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

20250608-CA 6 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

20250608-CA 7 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.

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¶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

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(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-oflimitations 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

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“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…)

20250608-CA 11 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.

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¶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

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(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

20250608-CA 14 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).

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¶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

20250608-CA 16 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,

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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

20250608-CA 18 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

20250608-CA 19 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

20250608-CA 20 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 performance 4—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.

20250608-CA 21 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

20250608-CA 22 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

20250608-CA 23 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-orreplace 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.

20250608-CA 24 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.

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¶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

20250608-CA 26 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.

20250608-CA 27 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

20250608-CA 28 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.

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¶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

20250608-CA 30 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

20250608-CA 31 2026 UT App 136 loss rule and the plaintiff can proceed with the separate noncontract 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

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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.

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