Jacob D. Williams, Appellant,
Craig Alan Anderson, Quinn Zite, and Anderson Zite LLC, Appellees.
District Court, Salt Lake Department The Honorable Robert P.
Faust No. 130901891
Melinda A. Morgan and Richard F. Ensor, Attorneys for
K. Brough and Eric B. Vogeler, Attorneys for Appellees.
Jill M. Pohlman authored this Opinion, in which Judges J.
Frederic Voros Jr. and Michele M. Christiansen concurred.
In this interlocutory appeal, plaintiff Jacob D. Williams
appeals the district court's grant of a motion in limine
preventing him from presenting damages-related evidence at
trial. Challenging the basis for the court's ruling,
Williams contends that he adequately disclosed "a
computation of any damages claimed" for purposes of rule
26 of the Utah Rules of Civil Procedure when he disclosed
that he sought damages amounting to 30% of the purchase price
of the company that he once co-owned with Craig Alan Anderson
and Quinn Zite. We agree and therefore reverse and remand.
Williams filed a complaint against Anderson, Zite, and
Anderson Zite LLC (collectively, Defendants), alleging that
he and Anderson founded Fix A Phone LLC, a company that
repaired cell phones and consumer electronics and sold
electronic accessories. According to Williams, Zite
subsequently became a partner in Fix A Phone, resulting in
Williams having a 30% ownership interest in the company.
Williams alleged, among other things, that Anderson and Zite
unjustly cancelled or terminated his ownership interest and
thereafter sold the company to Tricked Out Services Inc.
In his complaint, Williams sought declaratory relief and
alleged claims for breach of fiduciary duty, civil
conspiracy, and fraud. In connection with his claims,
Williams sought to recover 30% of the purchase price that
Tricked Out Services paid for Fix A Phone. He also sought a
ruling declaring that he was "a thirty percent (30%)
owner of any equity or ownership interest that [Anderson and
Zite] possess in Tricked Out Services, . . . or in any
money owed by Tricked Out Services" to Anderson or Zite,
as well as punitive and other damages. Williams did not
allege the amount of Fix A Phone's purchase price, but he
alleged that approximately seven months before his ownership
interest in Fix A Phone was cancelled, his interest was worth
between $77, 000 and $119, 000. He also alleged that a few
months later, Fix A Phone was valued at approximately $1.5
million. Williams identified his case as a "Tier Three
Case" under Utah Rule of Civil Procedure
In response, Defendants answered and asserted counterclaims,
seeking damages in an amount to be proven at trial, and
alleging that Fix A Phone had sold "substantially all of
[its] assets for a base purchase price of $200, 000."
Defendants also alleged, "This is a Tier 3 case for
purposes of discovery."
At the outset of discovery, Williams provided initial
disclosures in which he claimed "entitle[ment] to 30% of
the price Tricked Out Services, Inc., paid for Fix A Phone,
LLC, as well as 30% of any equity or ownership interest
Defendants may have in Tricked Out Services, Inc., including
any money owed by Tricked Out Services, Inc., and punitive
damages." Later, Williams received the purchase
agreement between Fix A Phone and Tricked Out Services, which
provides that the "aggregate purchase price to be paid
by [Tricked Out Services] to [Fix A Phone] for the Acquired
Assets and for the other covenants and agreements of [Fix A
Phone] shall be $200, 000.00 (the 'Purchase
Price')." The agreement also states that "[i]n
addition to the Purchase Price, and as consideration for
[Anderson's and Zite's consulting] services . . .,
[Tricked Out Services] further . . . agrees to pay to
[Anderson and Zite] 50% of [its] Net Profits . . . derived
from cell phone repair services" for two years.
Before depositions were taken, the parties exchanged emails
regarding a potential mediation of the dispute. In one email,
Defendants' counsel explained that because Defendants
sold Fix A Phone for $200, 000, "the most" Williams
could recover was "30% of $200, 000, or $60, 000, "
even if he prevailed on all claims:
Regarding mediation, my clients' position is that they
sold the assets of the Fix-A-Phone business for $200, 000,
per the purchase agreement. Any further compensation they
receive is in consideration for the services they are
required to render per the contract. (In other words, if they
don't consult, they don't get paid.) Therefore, the
most Mr. Williams can recover, even if he succeeds on 100% of
his claims, is 30% of $200, 000, or $60, 000. If Mr. Williams
is willing to set that figure as a ceiling for the mediation,
my clients would be willing to mediate . . . .
parties mediated, but Williams did not agree to
Defendants' suggested ceiling.
Afterward, Williams amended his initial disclosures. He
maintained that he was entitled to 30% of Fix A Phone's
purchase price and 30% of any equity or ownership interest
that Defendants may have in Tricked Out Services, including
punitive damages and "any money owed by Tricked Out
Services." Williams also added that he was
"entitled to 30% of any cash or other assets that
remained at Fix A Phone after the asset sale" and to
"Fix A Phone distributions from which he was
During a subsequent deposition, Williams testified that
former employees of Fix A Phone told him that the company was
valued at and sold for $1.5 million. He also stated that he
ultimately learned that the company had not sold for that
Q: Did you ultimately learn or come to the conclusion that
the company had not in fact ...