This opinion is subject to revision before final

publication in the Pacific Reporter

2015 UT 26

IN THE

SUPREME COURT OF THE STATE OF UTAH

RON HEAPS and PHILLIP SYKES,

Appellants,

v.

NURICHE, LLC, DAVID HEAPS, LAVORN SPARKS, NORM CLYDE,

BRAD HOLIDAY, and DAVID PARKER,

Appellees.

No. 20130132

Filed January 30, 2015

Third District, Salt Lake

The Honorable Kate A. Toomey

No. 110909892

Attorneys:

Robert H. Wilde, Bruce M. Franson, Michael S. Wilde, 

Salt Lake City, for appellants

Mark D. Tolman, Paul R. Smith, Salt Lake City, for appellees

JUSTICE PARRISH authored the opinion of the Court, in which

CHIEF JUSTICE DURRANT, ASSOCIATE CHIEF JUSTICE NEHRING,

JUSTICE DURHAM, and JUSTICE LEE joined.

JUSTICE PARRISH, opinion of the Court:

INTRODUCTION

¶1 This appeal requires us to decide whether the Utah

Payment of Wages Act (UPWA) imposes personal liability on the

managers of a limited liability company for unpaid wages. The

UPWA imposes liability for unpaid wages on all employers. On

summary judgment, the district court found that LLC managers

qualify as employers under the UPWA, but nevertheless held that

they are not liable for unpaid wages. We affirm the district court’s

ruling on the alternative ground that LLC managers do not qualify

as employers under the UPWA.

BACKGROUND

¶2 In 2008, Ron Heaps and Phillip Sykes (collectively,

Employees), along with others, founded Nuriche, LLC, a nowdefunct limited liability company formed in Nevada and registered
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Opinion of the Court

 In addition to being a member of the board of managers, David 1

Parker was also a member and officer of Nuriche.

 Initially, David Parker did not join the other managers’ motion

2

for summary judgment, presumably because he was the manager

who extended the employment offer to Employees. The other

managers were simply members of the board of managers, which

(continued...)

2

to do business in Utah. Employees allege that the other founding

members promised them compensation and other benefits in

connection with their employment by Nuriche, but that Nuriche and

the remaining managers refused to provide the promised

compensation upon Employees’ termination in 2011. 

¶3 Shortly after being terminated, Employees filed their

complaint in this matter. The complaint alleged that Nuriche and

those on its board of managers, David Heaps, Lavorn Sparks, Norm

Clyde, Brad Holiday, and David Parker (collectively Managers), 1

breached their agreement to pay Employees $150,000 in annual

salaries and benefits. Employees also asserted a claim under the

UPWA for failure to pay past-due wages following their

termination.

¶4 Four of the five Managers—David Heaps, Lavorn Sparks,

Norm Clyde, and Brad Holiday—sought summary judgment. They

argued first that Nevada limited-liability-company law controlled

Employees’ claim for unpaid wages and that, under Nevada law,

LLC managers could not be held personally liable for unpaid wages.

Alternatively, they argued that Utah wage law does not impose

personal liability on managers for unpaid wages.

¶5 Following a hearing, the district court granted Managers’

motion for summary judgment. The court first undertook a conflictof-laws analysis and concluded that Utah law applies because, under

the most significant relationship test, “the majority of [the relevant]

contacts were in Utah.” Applying Utah law, the district court ruled

that Managers were employers as defined by the UPWA, but that

the UPWA does not extend wage liability to individual managers.

The district court explained that “[t]here is simply no indication in

the UPWA that it is intended to impose individual liability on

officers or agents of a business.” Subsequently, the district court

granted summary judgment in favor of Manager David Parker, who

served as CEO of Nuriche, reasoning that, like the other managers,

Parker could not be held personally liable for unpaid wages.2
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Opinion of the Court

(...continued) 2

was not in existence at the time Employees were hired.

3

Because there were additional claims pending, Employees sought

and obtained rule 54(b) certification of both summary judgment

rulings and filed a timely notice of appeal. We have jurisdiction

pursuant to Utah Code section 78A-3-102(3)(j). 

STANDARD OF REVIEW

¶6 Summary judgment is appropriate only where “there is no

genuine issue as to any material fact and . . . the moving party is

entitled to judgment as a matter of law.” UTAH R.CIV.P. 56(c). In this

case, the issue before the district court on summary judgment was

a matter of statutory interpretation, which presents a legal question.

State v. Bluff, 2002 UT 66, ¶ 37, 52 P.3d 1210. We therefore review the

district court’s decision for correctness. Basic Research, LLC v. Admiral

Ins. Co., 2013 UT 6, ¶ 5, 297 P.3d 578. 

ANALYSIS

¶7 On appeal, Employees argue that the district court erred in

granting Managers’ motions for summary judgment because the

UPWA imposes personal liability on LLC managers for unpaid

wages. Managers respond that Nevada wage law should apply

because Nuriche is a Nevada LLC and that, under Nevada law, LLC

managers are not personally liable for unpaid wages. And if Utah

law applies, Managers argue that the UPWA should not be read to

impose personal liability on them because the statute does not evince

an express legislative intent to override long-standing principles of

corporate law. We address these arguments in turn.

I. UTAH WAGE LAW CONTROLS

¶8 In arguing that Nevada law applies, Managers rely on the

governing law provision of the Utah Revised Uniform Limited

Liability Company Act (URULLCA), which provides that “[t]he law

of the jurisdiction of formation of a foreign limited liability company

governs . . . the liability of a member as member and a manager as

manager for a debt, obligation, or other liability of the company.”

UTAH CODE § 48-3a-901(1) (emphasis added). Managers argue that

unpaid wages are like any other debt, obligation, or liability of an

LLC. Therefore, because Nuriche was formed in Nevada, the

URULLCA requires that we apply Nevada law in determining

whether Managers are personally liable for unpaid wages.
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Opinion of the Court

4

¶9 While it may be the case that Nevada law governs

Managers’ liability for the obligations of Nuriche, Employees are not

seeking to hold Managers liable for an obligation of Nuriche.

Instead, Employees argue that the UPWA imposes direct liability on

Managers. Therefore, unlike claims that rely on derivative liability

to render individual officers responsible for an obligation of a

company, see, e.g., Jones & Trevor Mktg., Inc. v. Lowry, 2012 UT 39,

¶ 13, 284 P.3d 630, Employees’ claims are premised on a theory of

direct liability. Because the URULLCA’s governing law provision

limits its applicability to those cases implicating officer liability for

the obligations of the company, it does not apply here. 

¶10 Moreover, the URULLCA provides that “[r]egistration of a

foreign limited liability company to do business in this state does not

authorize the foreign limited liability company to engage in any

activities or affairs or exercise any power that a limited liability

company may not engage in or exercise in this state.” UTAH CODE

§ 48-3a-901(3). Because a foreign LLC employing individuals in Utah

is required to follow Utah wage law, any claim of illegal wage

practices filed by a Utah employee will be governed by Utah wage

law. Accordingly, the question of Managers’ liability for unpaid

wages is governed by Utah law.

II. THE UPWA DOES NOT IMPOSE CIVIL OR

 CRIMINAL LIABILITY ON INDIVIDUAL MANAGERS

¶11 Having concluded that Utah law applies, we now turn to

the language of the UPWA to determine whether it imposes

individual liability on Nuriche’s managers for unpaid wages. To

ensure that employees who are discharged receive unpaid wages,

the UPWA imposes civil and criminal penalties when employers fail

to fulfill their wage obligations. The UPWA provides that an

“employer shall pay [unpaid] wages to [an] employee within 24 hours

of the time of separation.” UTAH CODE § 34-28-5(1)(a) (emphasis

added). And “[a]ny employer who shall violate, or fail to comply with

any of the provisions of this chapter shall be guilty of a

misdemeanor.” Id. § 34-28-12(1). In short, the UPWA renders

employers both civilly and criminally liable for unpaid wages.

¶12 Because the UPWA imposes liability for unpaid wages on

employers, we must determine whether Managers qualify as

employers. Under the UPWA, the term employer

includes every person, firm, partnership, association,

corporation, receiver or other officer of a court of this

state, and any agent or officer of any of the above-
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Opinion of the Court

5

mentioned classes, employing any person in this state.

Id. § 34-28-2(1)(c) (emphasis added). Employees argue that

Managers, as agents or officers of Nuriche, are employers under the

statute and as such are personally liable for unpaid wages. But

Managers argue that they do not qualify as employers under the

plain language of the statute. They further argue that Employees’

proposed construction of the statute conflicts with other provisions

of Utah law that limit the liability of LLC and corporate officers. We

agree with Managers.

¶13 “When interpreting statutes, our primary goal is to evince

the true intent and purpose of the Legislature.” State v. Watkins,

2013 UT 28, ¶ 18, 309 P.3d 209 (internal quotation marks omitted).

The best available evidence of the Legislature’s intent is the statute’s

plain language. Marion Energy, Inc. v. KFJ Ranch P’ship, 2011 UT 50,

¶ 14, 267 P.3d 863.

¶14 The statutory definition of employer includes “every person,

firm, partnership, association, corporation, receiver or other officer

of a court of this state, and any agent or officer of any of the abovementioned classes, employing any person in this state.” UTAH CODE

§ 34-28-2(1)(c) (emphasis added). While the phrase “agent or officer

of any of the above-mentioned classes” encompasses a large group

of individuals, that phrase is narrowed by the last clause of the

definition. The last clause—“employing any person in this

state”—modifies each of the terms in the preceding list. Thus, the

statute limits the definition of employer to one who employs. We

must therefore determine the identity of Employees’ employer

under the facts of this case.

¶15 In this case, Employees concede they were employed by

Nuriche, not by Managers in their individual capacities. Although,

Managers may have exercised supervisory power over Employees,

any supervisory power arose from their positions as officers and

agents of Nuriche—not as direct employers. Because Managers did

not personally employ Employees, they are not personally liable for

unpaid wages under the statute.

¶16 This conclusion is buttressed by long-accepted principles of

Utah corporate law. “The general rule is that a corporation is an

entity separate and distinct from its officers, shareholders and

directors and that they will not be held personally liable for the

corporation’s debts and obligations.” Salt Lake City Corp. v. Big Ditch

Irr. Co., 2011 UT 33, ¶ 27, 258 P.3d 539 (internal quotation marks
HEAPS v. NURICHE, LLC

Opinion of the Court

See also UTAH CODE § 48-2c-601 (explaining that under the 3

URLLCA, “no organizer, member, manager, or employee of a

[limited liability] company is personally liable . . . for a debt,

obligation, or liability of the company”).

The Supreme Court of the State of Colorado expressed similar 4

concerns when it held that the similarly-worded Colorado Wage

Claim Act did not impose personal civil liability. Leonard v.

McMorris, 63 P.3d 323, 333 (Colo. 2003).

6

omitted). The Legislature has imposed individual liability on 3

business officers and agents in some contexts. But when it has, it has

done so expressly. For example, the Insurer Receivership Act

explains that any “person acting on behalf of the insurer who”

inappropriately gives preference “is personally liable.” UTAH CODE

§ 31A-27a-504(11)(a) (emphasis added). Similarly, the Alcoholic

Beverage Control Act provides that “a manager or member of [a]

limited liability company in charge of the premises in which [a

violation of the Act] is committed is . . . personally liable.” Id. § 32B-4-

302(2)(a) (emphasis added). In each of these contexts, when the

Legislature has imposed personal liability on corporate officers and

agents, it has done so expressly. We are therefore reluctant to read

personal liability into the UPWA, which contains no such express

language. Had the Legislature intended to impose personal liability

in contravention of long-standing principles of corporate law, it

would have done so expressly as it has in other sections of the code.

4

¶17 Our conclusion is further buttressed by the fact that the

UPWA imposes criminal liability on employers. And “a criminal

statute must give fair warning of the conduct that it makes a crime.”

Bouie v. City of Columbia, 378 U.S. 347, 350 (1964). For the same

reasons that the UPWA is not clear enough to upset generally

accepted principles of limited liability for corporate officers and

agents, it does not constitute “fair warning” of criminal liability

because officers and agents would “be required at peril of life,

liberty or property to speculate as to [its] meaning.” Id. at 351

(internal quotation marks omitted).

¶18 In summary, we hold that Managers are not personally

liable under the UPWA because they did not personally employ

Employees. Instead, Managers were acting as agents of Nuriche.

III. ALTERNATE READINGS OF THE UPWA ARE

UNSUPPORTED BY THE STATUTORY LANGUAGE

¶19 Employees raise two alternative constructions of the
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Opinion of the Court

7

UPWA’s definition of employer that would render Managers

personally liable. While the first has some support in the statutory

language, it would dictate an absurd result. While the second

alternative construction has an arguable basis in public policy, it

finds no support whatsoever in the statutory language.

¶20 Employees first argue that the UPWA imposes liability on

all officers and agents of a business entity. Under the statute, the

term employer includes “every person, firm, partnership,

corporation” and “any agent or officer of any of the abovementioned classes.” UTAH CODE § 34-28-2(1)(c) (emphasis added).

Employees assert that the UPWA renders Managers liable for their

unpaid wages simply because Managers are agents and officers of

Nuriche. 

¶21 Not only does Employees’ proposed construction ignore the

modifying language limiting an employer to one “employing any

person in this state,” Id. § 34-28-2(1)(c), it would lead to absurd

results. Under traditional principal-agent theory, all employees are

considered agents of their employer. RESTATEMENT (THIRD) OF

AGENCY § 1.01 cmt. c (2006). Thus, under Employees’ proposed

interpretation, the UPWA would impose strict liability for unpaid

wages on all employees of a company—be they executive-level

employees, administrative assistants, or custodial staff. And all

employees would likewise be subject to criminal liability for their

employer’s failure to pay wages when due. See UTAH CODE § 34-28-

12(1) (“Any employer who shall violate, or fail to comply with any

of the provisions of this chapter shall be guilty of a misdemeanor.”).

Indeed, this proposed construction would even render Employees

themselves criminally liable for Nuriche’s failure to pay their own

wages. But such an interpretation is contrary to basic notions of

agency law under which “a principal is liable for the acts of his agent

within the scope of the agent’s authority,” and not the other way

around. Garland v. Fleischmann, 831 P.2d 107, 110 (Utah 1992); see also

RESTATEMENT (SECOND) OF AGENCY § 140 (1958). And such a result

is so absurd that it could not possibly have been the intent of our

Legislature. See Tschaggeny v. Millbank Ins. Co., 2007 UT 37, ¶ 28,

163 P.3d 615; Savage v. Utah Youth Vill., 2004 UT 102, ¶ 18, 104 P.3d

1242.

¶22 Employees also propose a second, more-modest

construction of the UPWA that would limit the types of agents and

officers who qualify as employers under the statute to those who

exercise some control over the payment of wages. Under this

proposed interpretation, only those agents and officers who have
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Opinion of the Court

 43 PA. STAT. ANN. § 260.2a (defining employer as “every person, 5

firm, partnership, association, corporation . . . and any agent or

officer of any of the above-mentioned classes employing any person

in this Commonwealth”).

We acknowledge that the Pennsylvania approach addresses the 6

possible criticism that our interpretation introduces some redundancy into the UPWA’s definition of employer. Indeed, because

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8

decision-making authority to “separate[] an employee from the

employer’s payroll,” UTAH CODE § 34-28-5(1)(a), could be held

personally liable for unpaid wages. This interpretation would

absolve any officers or agents without control from personal

liability.

¶23 This approach has been endorsed by Pennsylvania courts

in interpreting a wage statute that defines employer in a similar

manner to the UPWA. In Mohney v. McClure, the Superior Court of 5

Pennsylvania held that individual officers and agents qualified as

employers and thus could be personally liable for unpaid wages.

568 A.2d 682, 683 (Pa. Super. Ct. 1990), aff'd, 604 A.2d 1021 (Pa. 1992).

But it limited that liability to those officers and agents “who make

the decisions as to the manner in which the [company] is managed.”

Id. at 685 (emphasis omitted) (internal quotation marks omitted). The

court explained that the legislature had “some purpose for including

an agent or officer” in the definition of employer and reasoned that

“the only apparent purpose was to subject these persons to liability

in the event that a corporation or similar entity failed to make wage

payments.” Id. (internal quotation marks omitted). Relying on public

policy support in its analysis, the court reasoned that imposing

liability on those “involved in the policy-making decisions” would

encourage struggling companies to reduce their workforce while

they are “still capable of meeting [their] obligations to [their]

employees” and would encourage insolvent companies to use their

“limited funds. . . . to pay wages.” Id. (internal quotation marks

omitted); see also Belcufine v. Aloe, 112 F.3d 633, 639 (3d Cir. 1997).

Courts in South Carolina and Washington have also adopted this

approach when interpreting similar statutes. See Dumas v. InfoSafe

Corp., 463 S.E.2d 641, 645 (S.C. Ct. App. 1995); Ellerman v. Centerpoint

Prepress, Inc., 22 P.3d 795, 799–800 (Wash. 2001).

¶24 While the Pennsylvania approach is arguably consistent

with public policy, it is not consistent with the language of the

UPWA. And the Pennsylvania approach would require courts to 6
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Opinion of the Court

(...continued) 6

business entities, by their very nature, can only act through their

officers and agents, the inclusion of the phrase “officers and agents”

seems to give no additional meaning to the definition of employer

that would not have existed had the phrase been left out. But we

recognize that some redundancy in statutory language is a reality.

See Richard A. Posner, Statutory Interpretation—in the Classroom and

in the Courtroom, 50 U. CHI. L. REV. 800, 812 (1983) (“There is no

evidence for this improbable proposition [of no redundancy]; what

evidence we have, much of it from the statutes themselves, is to the

contrary.”). And although we generally attempt to interpret statutes

to avoid surplus language and to give every word in the statute

meaning, we recognize that in some instances, the legislature utilizes

statutory redundancies to emphasize a point or to “repeat[] itself out

of an abundance of caution.” In re Estate of Nash, 220 S.W.3d 914, 918

(Tex. 2007) (internal quotation marks omitted); see also Sabre, Inc. v.

Dep’t of Transp., 429 F.3d 1113, 1122 (D.C. Cir. 2005) (“Legislative

drafters often use apparently redundant language in order to

emphasize that a broad delegation may not [be] evaded so as to

frustrate a statute’s purpose.”).

9

engage in a free-standing public policy analysis to determine

precisely which agents of an employer should be held liable for

unpaid wages. But determining where to draw such a line is

generally the role of the Legislature, not this court. See Jones v.

Barlow, 2007 UT 20, ¶ 34, 154 P.3d 808. This is particularly true where

the policy determination at issue “requires placing a premium on

one societal interest at the expense of another.” Id. (internal

quotation marks omitted). Because nothing in the statutory language

suggests a basis for distinguishing between those agents who are

liable for unpaid wages and those agents who are not, we refuse to

create such a distinction out of whole cloth. We therefore reject

Employees’ proposed construction.

¶25 In summary, we find Employees’ proposed readings of the

UPWA unworkable. The first reading absurdly results in civil and

criminal liability for all employees. And the second reading requires

policy-based line drawing not supported by the language of the

statue. 

CONCLUSION

¶26 We affirm the ruling of the district court. The individual

managers of Nuriche cannot be held personally liable for the unpaid
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Opinion of the Court

10

wages claimed by Employees under the Utah Payment of Wages

Act. This interpretation of the statute is dictated by its language and

is consistent both with the pattern set by the Legislature in other

statutes and with long-standing notions of limited personal liability

under Utah corporate law.