If someone has broken a contract with your Utah business, the first week matters more than the first lawyer. Preserve the record, confirm which deadline applies, calculate what you are actually owed, and send a demand before you spend anything on litigation. Most breach claims settle at that stage.
Last updated: October 2026
Key Takeaways
- Your deadline is six years on a written contract, four on an oral one, and four on a sale of goods. Confirm which applies before anything else.
- On a goods contract the clock runs from the breach itself, even if you had no way to know it happened.
- You must generally mitigate. Damages you could reasonably have avoided are usually not recoverable.
- Utah’s default interest rate is ten percent per year when the contract is silent, and it applies to breach claims.
- Under $20,000, small claims is frequently the better tool, and it is built for parties without lawyers.
What to do in the first week
Before calling anyone, do these five things. They cost nothing and they materially change what a lawyer can do for you later.
- Stop editing anything. Preserve the contract, the amendments, the emails, the texts, and the invoices in their original form. Do not clean up the file.
- Write the timeline down. Dates, amounts, who said what. Memory degrades fast and this document becomes the backbone of any demand.
- Identify the exact promise that was broken. Not the relationship failure, the specific obligation. Point to the clause.
- Calculate the number. What you are out of pocket, plus what you lost that was foreseeable, minus anything you have recovered elsewhere.
- Keep performing your side, unless a lawyer tells you otherwise. Stopping your own performance can convert you from the wronged party into a breaching one.
Confirm the deadline before you do anything else
A claim that is time barred is worth nothing regardless of how strong it is, so this is the first legal question, not the last.
| What was breached | You have | Statute | When it starts |
|---|---|---|---|
| A written contract | 6 years | 78B-2-309 | At breach |
| An oral or implied contract, or an open account | 4 years | 78B-2-307 | At breach |
| A sale of goods | 4 years | 70A-2-725 | At breach, known or not |
| Collecting on a judgment | 8 years | 78B-2-311 | At entry |
Two traps. On goods, the four year period runs from the breach whether or not you could have discovered it, which is stricter than the discovery rules people expect. And the parties can contractually shorten that four years to as little as one, though never lengthen it. Read the other side’s standard terms for exactly that clause. A fuller treatment is in the Utah limitations guide.
Is it actually a breach?
Four elements have to line up, and disputes usually fail on the second or third.
- A contract exists. Written, oral, or implied. If it falls in one of the categories at Section 25-5-4, such as a personal guarantee or an agreement that cannot be performed within a year, it must be written and signed or it is void.
- You performed, or were excused. The most common weakness. If you also fell short, expect it to be raised.
- They did not perform. Against a specific obligation, not a general expectation.
- You were damaged. A breach with no measurable loss is a breach with no remedy worth pursuing.
Also worth checking early: is the breach material or minor? A minor breach entitles you to damages but not to walk away from your own obligations. Treating a minor breach as a total one is a common and expensive mistake.
What you can actually recover
| Remedy | What it covers | Realistic in most disputes? |
|---|---|---|
| Expectation damages | The position you would have been in had they performed. | Yes. This is the standard measure. |
| Consequential damages | Downstream losses, if they were foreseeable when the contract was made. | Sometimes, and frequently excluded by the contract itself. |
| Interest | Ten percent per year by default under Section 15-1-1(2) if the contract is silent. | Yes, and it compounds the value of acting early. |
| Attorney fees | Only if a statute or the contract provides for them. | Depends entirely on the document. |
| Specific performance | A court order to actually perform. | Rare. Usually only where money cannot substitute, such as real property. |
The fee point deserves attention. If your contract has an attorney fee clause naming only one party, Section 78B-5-826 makes it reciprocal. That cuts both ways: it may let you recover fees under a clause drafted against you, and it may expose you under one you drafted.
Two limits apply almost everywhere. You must mitigate, meaning losses you could reasonably have avoided are generally not recoverable. And damages must be provable with reasonable certainty rather than estimated loosely.
The demand letter, and why it usually works
Most breach disputes end here, well before a filing fee is paid. An effective demand does five things: identifies the contract and the specific clause breached, states the facts and dates without argument, states the amount owed and how it was calculated, sets a clear deadline to respond, and states what happens if the deadline passes.
What makes a demand ineffective is emotion, vagueness about the number, and threats the sender is not prepared to carry out. A demand that overstates the claim invites a lawyer on the other side to dismantle it.
Choosing where to bring it
| Forum | Limit | Filing fee | Best for |
|---|---|---|---|
| Small claims | $20,000 through 2029, $25,000 from 2030 | $60 / $100 / $185 | Unpaid invoices, straightforward facts, no lawyer needed. |
| District court | No limit | $105 / $215 / $375 by amount | Larger claims, complex facts, injunctive relief. |
| Arbitration | Set by the contract | Set by the provider, often higher | When the contract requires it. |
The small claims cap at Section 78A-8-102 includes attorney fees but excludes costs and interest, which matters when your claim sits near the line. The Utah courts small claims page sets out the process.
If your contract has an arbitration clause, you are likely bound to it, but not to everything in it. Section 78B-11-105 lists rights no agreement can waive, including representation by a lawyer at the hearing.
Venue matters for timeline. Salt Lake County matters go to the Third Judicial District, Utah County matters to the Fourth. If you are already being sued rather than suing, what to do when your Utah business gets sued covers the other side of this.
Mistakes that weaken a good claim
- Stopping your own performance. Unless the breach is material and you have advice, this hands them a counterclaim.
- Continuing to accept performance without objecting. Silence can look like acceptance.
- Negotiating without confirming anything in writing. Oral settlement discussions are hard to enforce.
- Waiting. The clock runs, evidence disappears, and the other side’s ability to pay often declines.
- Suing for the emotional value rather than the recoverable value. The recoverable number is the only one that matters.
Frequently Asked Questions
How long do I have to sue for breach of contract in Utah?
Six years on a written contract under Section 78B-2-309, four years on an oral or implied contract or open account under Section 78B-2-307, and four years on a sale of goods under Section 70A-2-725. The goods period runs from the breach even if you did not know about it.
Do I need a lawyer for a breach of contract claim?
Below the $20,000 small claims cap, often not. Above it, or where the other side has counsel, or where the contract has an arbitration clause or a fee provision, legal help usually pays for itself.
Can I recover my attorney fees?
Only if a statute or the contract provides for fees. If the contract has a one sided fee clause, Section 78B-5-826 makes it reciprocal, so it may be available to whichever party prevails.
What if the contract was only verbal?
It may still be enforceable, but you have four years instead of six and proof is harder. Some agreements are void entirely without a signed writing, including personal guarantees and agreements that cannot be performed within a year.
Do I have to try to reduce my losses?
Generally yes. Utah follows the ordinary rule that a party must mitigate, so damages you could reasonably have avoided are usually not recoverable. Document what you did to limit the loss.
Can I stop performing if they breached first?
Only if the breach is material. A minor breach entitles you to damages but does not excuse your own obligations, and walking away from a minor breach can make you the breaching party.
What interest can I claim on money I am owed?
Ten percent per year by default under Section 15-1-1(2) where the contract does not set a rate, and it reaches breach of contract claims.
Is a demand letter worth sending before suing?
Almost always. Most disputes resolve at that stage, it costs a fraction of litigation, and a clear written demand strengthens your position if the matter does proceed.
Someone has stopped paying or stopped performing? The first question is which deadline applies to you, and it is worth answering this week rather than next quarter.
Contact Jeremy Eveland or call (801) 613-1472. Offices in West Jordan and Lindon, serving Salt Lake County and Utah County.
This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.