NOTICE: NOT FOR OFFICIAL PUBLICATION.

UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL

AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.

IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

TRAP-ZAP ENVIRONMENTAL SYSTEMS INC., 

Plaintiff/Appellee-Cross Appellant,

v.

FACILITYSOURCE NORTHEAST SERVICES LLC, 

Defendant/Appellant-Cross Appellee.

No. 1 CA-CV 18-0278 

Appeal from the Superior Court in Maricopa County

No. CV 2016-05220

The Honorable Roger E. Brodman, Judge

AFFIRMED

COUNSEL

Jennings, Haug & Cunningham LLP, Phoenix

By Brian D. Myers, Joseph A. Brophy

Defendant/Appellant-Cross Appellee

Engelman Berger PC, Phoenix

By Bradley D. Pack

Plaintiff/Appellee-Cross Appellant

FILED 8-13-2019
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

2

MEMORANDUM DECISION

Judge Jennifer B. Campbell delivered the decision of the Court, in which 

Presiding Judge Paul J. McMurdie and Judge Randall M. Howe joined.

C A M P B E L L, Judge:

¶1 FacilitySource Northeast Services, LLC (“FSNE”) appeals 

from the superior court’s denial of summary judgment in favor of Trap-Zap 

Environmental Services, Inc. (“Trap-Zap”) for breach of contract. Trap-Zap 

cross-appealed the dismissal of its claim under the Arizona Prompt 

Payment Act (the “Act”). For the following reasons, we affirm. 

BACKGROUND

¶2 Trap-Zap is a New Jersey corporation that maintains, cleans, 

and repairs commercial grease traps. FSNE is an Arizona limited liability 

company with its principal place of business in Maricopa County. Trap-Zap 

and FSNE entered into a subcontractor agreement (the “Contract”). TrapZap agreed to perform grease trap maintenance and wastewater treatment 

services for FSNE’s customer that operated a large chain of grocery stores. 

The Contract contains a choice-of-law provision indicating that Arizona 

law applies to any dispute between the parties. Trap-Zap performed work 

for FSNE in six different states pursuant to the terms of the Contract. FSNE 

collected payments on 176 invoices (the “Subject Invoices”) from its 

customer but refused to pay Trap-Zap for the completed work.

¶3 Trap-Zap sued FSNE in Arizona for breach of contract, 

violation of the Act, negligent misrepresentation, and promissory estoppel 

to recover $220,255.20 in fees for all work completed pursuant to the 

Contract. Trap-Zap claimed FSNE violated the Act under Arizona Revised 

Statutes (“A.R.S.”) section 32-1129. The court granted FSNE’s motion to 

dismiss the Prompt Payment claim, ruling the Act did not apply to work 

performed outside of Arizona. Trap-Zap moved for partial summary 

judgment on its breach of contract claim. Trap-Zap alleged FSNE failed to 

pay the Subject Invoices, totaling $161,744.38. In response, FSNE claimed 

Trap-Zap breached the Contract by not obtaining the necessary licenses for 

work performed in Delaware, New Jersey, and New York. FSNE argued for 

the first time that because Trap-Zap lacked the requisite licenses, the 

contract was illegal and thereby unenforceable. 
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3

¶4 The court ordered that FSNE raise its illegality claim in a 

separate summary judgment motion. FSNE did so, raising the same 

arguments regarding illegality and unenforceability. The court denied 

FSNE’s motion for summary judgment, finding FSNE’s illegality defense 

was not valid.

¶5 The court granted summary judgment in favor of Trap-Zap 

ruling (1) that Arizona law applied, (2) under Arizona law, Trap-Zap’s 

alleged lack of licensing did not prevent enforcement of the parties’ 

contract, and (3) FSNE waived illegality as an affirmative defense by failing 

to properly raise it in the answer and subsequent disclosures. FSNE timely 

appealed the court’s grant of summary judgment in favor of Trap-Zap. 

Trap-Zap timely filed a cross-appeal, challenging the court’s dismissal of its 

Prompt Payment claim. 

DISCUSSION

I. FSNE’s Claims on Appeal

¶6 FSNE’s appeal arises from the superior court’s rejection of 

FSNE’s illegality defense and the court’s simultaneous grant of summary 

judgment for breach of contract in favor of Trap-Zap. FSNE claims that, 

because Trap-Zap was not licensed to collect waste in New York, New 

Jersey, and Delaware, the Contract is illegal and therefore FSNE is not 

obligated to pay Trap-Zap money owed for the outstanding invoices. The 

court found that “even if TrapZap needed licenses it did not have, such 

conduct would not bar TrapZap’s claim in this case.” We agree. 

Additionally, based on the limited record before us and the waste collection 

statues of Delaware, New Jersey, and the counties of New York where TrapZap performed work, there is no evidence in the record that Trap-Zap

engaged in conduct that required licensing—rendering FSNE’s motion on 

the illegality of the contract factually unsupported.

A. Dismissal of FSNE’s Counterclaim

¶7 FSNE also challenges the court’s dismissal of its counterclaim 

alleging breach of contract, breach of the covenant of good faith and fair 

dealing, theft/conversion, and unjust enrichment. As the court noted,

because FSNE “offer[ed] no argument in support of the counterclaim” and

did not put forth evidence it suffered damages or that the alleged breach 

was material, the counterclaim fails. Because FSNE failed to make an 

argument below regarding its counterclaim, these arguments are waived 

on appeal. See Cont’l Lighting & Contracting, Inc. v. Premier Grading & Utils., 

LLC, 227 Ariz. 382, 386, ¶ 12 (App. 2011) (explaining that “legal theories 
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

4

must be presented timely to the trial court so that the court may have an 

opportunity to address all issues on their merits” and the failure to do so 

waives the argument on appeal). 

B. Summary Judgment in Favor of Trap-Zap

¶8 Summary judgment is appropriate if there are no genuine 

disputes of material fact and the moving party is entitled to judgment as a 

matter of law. Ariz. R. Civ. P. 56(a). When reviewing the superior court’s 

grant of summary judgment, we review de novo whether genuine issues of 

material fact exist and whether the court erred in applying the law. Prince 

v. City of Apache Junction, 185 Ariz. 43, 45 (App. 1996). We view all 

reasonable inferences in the non-moving party’s favor. Russell Piccoli P.L.C. 

v. O’Donnell, 237 Ariz. 43, 46–47, ¶ 10 (App. 2015). 

1. Arizona law applies to Trap-Zap’s breach of contract 

claim. 

¶9 FSNE first argues the trial court erred by determining that 

Arizona law applies under the choice-of-law provision in the Contract. We 

disagree. The choice-of-law provision in the Contract applies to the 

contractual obligations of FSNE and Trap-Zap. Specifically, it states that the 

laws of Arizona govern the validity, performance, interpretation, and effect 

of the Contract. FSNE does not argue that the laws of Arizona and the states 

where the work was performed conflict. Thus, this is not a traditional 

conflict of laws issue. Nor does FSNE argue that the provision in the 

Contract selecting Arizona law is invalid or void, so we need not determine 

whether it is valid or effective. To be sure, in its counterclaim, FSNE 

acknowledges that “Trap-Zap entered into a valid written contract with 

FSNE.” See Swanson v. Image Bank, Inc., 206 Ariz. 264, 266–67, ¶ 8 (2003) (“If 

a contract includes a specific choice-of-law provision, we must determine 

whether that choice is ‘valid and effective’ under Restatement § 187.”).

¶10 Instead, FSNE argues that the laws of Delaware, New Jersey, 

and New York should apply because those states have a greater interest in 

the outcome of this case and because that is where Trap-Zap performed the

work for the Subject Invoices pursuant to the Contract. That could be true 

were this a case about the manner in which the work was performed—

specifically, if FSNE’s allegations raised safety concerns for the citizens of 

those states. It might also be true if a New Jersey, Delaware, or New York 

client actually received services under the Contract and refused to make 

payments required by the Contract. Neither is the case at hand. The relevant
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5

issue here is whether FSNE, an Arizona Corporation, breached the Contract 

by failing to pay Trap-Zap for work performed pursuant to the Contract.

¶11 Arizona law gives effect to the plain language of contracts. 

Grubb & Ellis Mgmt. Servs., Inc. v. 407417 B.C., L.L.C., 213 Ariz. 83, 86, ¶ 12 

(App. 2006). “An express choice-of-law provision in a contract ordinarily

will be given effect . . . .” Ciena Capital Funding, LLC v. Krieg’s, Inc., 242 Ariz. 

212, 216, ¶ 11 (App. 2017). “Arizona courts will apply the law of the state 

chosen by the parties to govern their contractual relationship as long as the 

chosen law has some nexus with the parties or the contract.” Winsor v. 

Glasswerks PHX, L.L.C., 204 Ariz. 303, 307, ¶ 9 (App. 2003); see Nanini v. 

Nanini, 166 Ariz. 287, 290 (App. 1990) (“When the parties choose the law of 

a particular state to govern their contractual relationship and the chosen 

law has some nexus with the parties or the contract, that law will generally 

be applied.”). According to the Restatement, “the parties’ choice-of-law 

applies if the parties could have resolved explicitly a particular issue in their 

contract.” Cardon v. Cotton Lane Holdings, Inc., 173 Ariz. 203, 207 (1992)

(citing Restatement (Second) of Conflict of Laws § 187(1) (1971)). The parties 

agreed to a choice-of-law provision and specifically designated that 

Arizona law would govern. Given that FSNE is an Arizona corporation—

and that the chosen forum is Arizona—Arizona has paramount interest in 

whether one of the parties breached the Contract.

¶12 FSNE attempts to reap a windfall under the Contract by 

arguing Trap-Zap’s allegedly illegal conduct renders the Contract illegal.

While FSNE is correct that illegality cannot be resolved by a particular 

provision in the Contract, illegality is not the issue here—the issue is 

whether Trap-Zap’s alleged lack of licensing excuses FSNE’s breach of the 

Contract. Parties are certainly free to resolve breach of contract issues by a 

particular provision in a contract. Thus, the parties’ choice of Arizona law 

is valid and enforceable.

2. Trap-Zap can recover for breach of contract under 

Arizona law. 

¶13 Having determined Arizona law applies, we must next 

determine whether Trap-Zap can recover under the Contract, even if it did 

not have the required licenses for the work it performed. FSNE relies on 

Landi v. Arkules, 172 Ariz. 126 (App. 1992), to support its argument that 

contracts are unenforceable and “illegal” in Arizona when one party was 

not properly licensed during performance under a contract. The superior 

court rejected this argument because a contract for “cleaning grease traps is 
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

6

not in and of itself an illegal purpose or contrary to public policy.” We 

agree. 

¶14 In Arizona, parties may enter into contracts as they desire, 

provided only that the contract is not for an illegal purpose or against public 

policy. Gaertner v. Sommer, 148 Ariz. 421, 423 (App. 1986). Only “if the acts 

to be performed under the contract are themselves illegal or contrary to 

public policy, or if the legislature has clearly demonstrated its intent to 

prohibit maintenance of a cause of action” should recovery be denied. 

Mountain States Bolt, Nut & Screw Co. v. Best-Way Trans., 116 Ariz. 123, 124 

(App. 1977). A contract that cannot be performed without violating 

applicable law is illegal and void. Ruelas v. Ruelas, 7 Ariz. App. 98, 101 

(1968). That is not the case here. The Contract is not an illegal contract 

because collecting waste and cleaning grease traps is not itself illegal nor is 

it against public policy. FSNE’s defense to performance under the Contract

is a simple material breach of contact claim—did Trap-Zap’s failure to 

obtain licensing amount to a breach that would bar recovery? We agree 

with the superior court that Arizona law does not bar Trap-Zap’s recovery

under FSNE’s illegality theory. 

¶15 To the extent FSNE relies on Landi, that case is inapposite.

Landi involved protection of the public; not relationships between 

sophisticated actors. In that matter, the court refused to uphold a contract 

between a private investigator and his client based on several factors, 

including “improper solicitation of an attorney, an excessive fee, and the 

performance of investigative services by persons not licensed.” Landi, 172 

Ariz. at 131. The court explained that the public policy behind regulating 

public investigators is clear: “for the protection of the public from 

unscrupulous and unqualified investigators.” Id. at 135. However, the court 

explained that “[t]he failure to obtain a license, permit, or certificate does 

not invalidate every contract as contrary to public policy.” Id. The court’s 

reasoning applies to the case here. 

¶16 This case more closely resembles Mountain States Bolt, Nut & 

Screw Co. v. Best-Way Transportation. 116 Ariz. 123. In Mountain States, the 

parties entered into a transportation contract where Best-Way agreed to

transport goods for Mountain States to Arizona. Id. at 124. At the time of

performance, a portion of Best-Way’s carrier’s certificate was in dispute,

and it was not properly certified to transport goods for a portion of the 

route. Id. As a result, Mountain States refused to pay the amounts owing 

under the contract. Id. Best-Way filed a lawsuit to collect the outstanding 

balance. Id. The issue raised by Mountain States is similar to those raised by 

FSNE: could Best-Way bring a collection action when it was not properly 
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

7

certified to perform the work contemplated in the parties’ contract? Id. The 

court explained that “[t]he transportation of goods is not in and of itself an 

illegal purpose or contrary to public policy.” Id. Because there was “no 

immoral or reprehensible motive in” the contract, the court found recovery 

should not be denied. Id. (citing Ruelas, 7 Ariz. App. at 101). The court 

further explained that no evidence showed that the legislature had ever

declared contracts in violation of the certification requirement “so violative 

of public policy as to be unenforceable.” Id. The court’s reasoning in 

Mountain States is equally applicable in this circumstance.

¶17 Here, Trap-Zap and FSNE contracted for Trap-Zap’s

maintenance and repair of grease traps. This is not a contract for immoral, 

illegal, or reprehensible conduct. The subject of the Contract is not contrary 

to public policy. Even assuming there was enough evidence in the record 

to show Trap-Zap violated licensing requirements, nothing supports the 

contention that the Arizona legislature would find it “so violative of public 

policy” that it rendered the underlying contract unenforceable. The 

legislature has not expressly precluded recovery by unlicensed waste 

carriers. It has done so in other circumstances—as is the case for improperly 

licensed or unlicensed contractors. See, e.g., A.R.S. § 32-1153. FSNE has 

failed to identify any compelling policy consideration that would be served 

by barring Trap-Zap’s recovery in this matter, given the absence of evidence 

that the work Trap-Zap actually performed required it to have a waste 

transport license. Cf. Levine v. Haralson, Miller, Pitt, Feldman & McAnally, 

P.L.C., 244 Ariz. 234, 237–38, ¶¶ 9–11 (App. 2018) (barring recovery of 

attorney fees sought in violation of public policy and the Arizona Rules of 

Professional Conduct); Landi, 172 Ariz. at 131 (barring recovery for the 

public policy reason of preventing improper solicitations by an attorney); 

Jackson v. Robertson, 90 Ariz. 405, 411 (1962) (finding a contract for the 

issuance of unregistered corporate stock in accordance with the Arizona 

Securities Act illegal and unenforceable). The superior court correctly 

granted summary judgment against FSNE on its illegality defense and in 

favor of Trap-Zap for breach of contract. 

¶18 Because the Contract is not an illegal contract and we find 

FSNE’s illegality defense does not apply in this case, we need not determine 

whether it was timely raised. 

II. Trap-Zap’s Cross-Appeal

¶19 Dismissal of a claim under Rule 12(b)(6) is appropriate only if 

the plaintiff would not be entitled to relief under any interpretation of the 

facts as a matter of law. Coleman v. City of Mesa, 230 Ariz. 352, 356, ¶ 8 (2012). 
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

8

We review the dismissal of a claim under Rule 12(b)(6) de novo. Id. Our 

examination is limited to the pleadings and we will “assume the truth of 

the well-pled factual allegations and indulge all reasonable inferences 

therefrom.” Cullen v. Auto-Owners Ins. Co., 218 Ariz. 417, 419, ¶ 7 (2008). 

¶20 The trial court granted FSNE’s motion to dismiss Trap-Zap’s 

Arizona Prompt Payment claim, finding the statute did not apply to work 

performed outside Arizona. In its cross-appeal, Trap-Zap argues the trial 

court erred in dismissing its claim under the Act. Trap-Zap also challenges 

the award of the rate of interest on the judgment at the general statutory 

rate authorized by A.R.S. § 44-1201. Trap-Zap claims that should it prevail,

and this court determine that the Act applies, the higher 18% interest rate 

prescribed in the Act should apply. See A.R.S. § 32-1129.02(H) (2011).

1

¶21 The Act provides in part that performance by a subcontractor 

under the provisions of a contract entitles the subcontractor to speedy 

payment. A.R.S. § 32-1129.02(A), (B) (2011). It further provides, “[i]f a 

subcontractor . . . has performed in accordance with the provisions of a 

construction contract, the contractor shall pay to its subcontractors . . . the 

full amount received for such subcontractor’s work . . . based on work 

completed . . . under the subcontract” within seven days. A.R.S. § 32-

1129.02(B) (2011). A construction contract cannot alter the rights of a 

subcontractor to receive “prompt and timely payments” as provided in the 

Act. A.R.S. § 32-1129.01(P) (2011). 

¶22 The Act explicitly applies to “subcontractors” and defines a 

subcontractor as “any person, firm, partnership, corporation, association or 

other organization, or a combination of any of them, that has a direct 

contract with a contractor or another subcontractor to perform a portion of 

the work under a construction contract.” A.R.S. § 32-1129(A)(6) (2010). The 

Act defines a “construction contract” as “a written or oral agreement 

relating to the construction, alteration, repair, maintenance, moving or 

demolition of any building, structure or improvement or relating to the 

excavation of or other development or improvement to land.” A.R.S. § 32-

1129(A)(1) (2010). The parties do not dispute that the Contract is a 

“construction contract” under the Act. But FSNE argues Trap-Zap is not a 

“subcontractor” within the meaning of the Act because it is not licensed by 

 

1 Because the Arizona Legislature amended statutes relevant to this case in 

Title 32 during the pendency of this appeal, see 2019 Ariz. Sess. Laws 145

(1st Reg. Sess.), we apply and cite to the law in effect when this case began. 

For other statutes where no material change has occurred, we cite to the 

most recent version.
TRAP-ZAP v. FACILITYSOURCE

Decision of the Court

9

the Arizona Registrar of Contractors (“ROC”). Thus, we must determine if 

the Act applies to subcontractors not licensed by the Arizona ROC—such 

as Trap-Zap—when those subcontractors perform work outside of Arizona. 

¶23 We review de novo issues of statutory interpretation. Obregon 

v. Indus. Comm’n, 217 Ariz. 612, 614, ¶ 9 (App. 2008). Trap-Zap argues that 

because the Act clearly and unambiguously defines its scope, we need not 

resort to other methods of statutory interpretation because the legislature’s 

intent is readily discernable. Here, while the definitions do not expressly 

limit the scope of the Act to contractors licensed by the Arizona ROC, other 

provisions of the Act imply that limitation. See A.R.S. § 32-1129.02(B) (2011) 

(“Any diversion by the contractor or subcontractor of payments received 

for work performed pursuant to a contract . . . constitutes grounds for 

disciplinary action by the registrar of contractors.”). We construe a statute 

in context with other related provisions and its place in the statutory 

scheme. State v. Flynt, 199 Ariz. 92, 94, ¶ 5 (App. 2000). When interpreting a 

statute, our primary goal is to “discern and give effect to legislative intent.” 

People’s Choice TV Corp. v. City of Tucson, 202 Ariz. 401, 403, ¶ 7 (2002). 

“‘Although the statute’s language is the best and most reliable index of the 

statute’s meaning,’ when we cannot be certain about the scope of a statute, 

we must ‘apply methods of statutory interpretation that go beyond the 

statute’s literal language’ to determine the legislature’s intent.” RSP 

Architects, Ltd. v. Five Star Dev. Resort Cmtys., LLC, 232 Ariz. 436, 438, ¶ 9 

(App. 2013) (quoting Blake v. Schwartz, 202 Ariz. 120, 126, ¶ 29 (App. 2002)). 

We do so by “considering [the statute] as a whole and giving harmonious 

effect to all of its sections.” Id. “Statutes relating to the same subject matter 

should be read in pari materia to determine legislative intent and to maintain 

harmony.” Washburn v. Pima County, 206 Ariz. 571, 575, ¶ 10 (App. 2003) 

(quoting Goulder v. Ariz. Dep’t of Transp. Motor Vehicle Div., 177 Ariz. 414, 

416 (App. 1993)). 

¶24 Trap-Zap argues it is entitled to the Act’s protections because 

it contracted with FSNE to perform repair and maintenance work. We 

disagree. Reading the entire subsection of § 32-1129.02(B), the legislature 

intended the payment obligations to apply only to licensed contractors and 

subcontractors who are subject to the Arizona ROC’s strict requirements. 

Section 32-1129.02(B), which requires payment from a contractor to a 

subcontractor within seven days, also provides that “[v]iolations of this 

section shall be grounds for suspension or revocation of a license or other 

disciplinary action by the registrar pursuant to § 32-1154, subsections B, C, 

and D.” Section 32-1154 sets out the procedure and grounds for the ROC to 

suspend, cancel, or revoke a contractor’s license and impose civil penalties 

on contractors under its control. A.R.S. § 32-1154 (2018). 
TRAP-ZAP v. FACILITYSOURCE

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¶25 If we were to adopt Trap-Zap’s proposed meaning of 

“subcontractor,” the Act would apply to any subcontractor, rendering the 

second part of this subsection—directing the ROC to penalize violations of 

the Act—meaningless. The ROC has no authority to take disciplinary action 

against a contractor who does not hold a license in Arizona. See, e.g., A.R.S. 

§§ 32-1101 to -1107; Beazer Homes Ariz., Inc. v. Goldwater, 196 Ariz. 98, 100, 

¶¶ 11–12 (defining the jurisdiction of the ROC); see also PAM Transp. v. 

Freightliner Corp., 182 Ariz. 132, 133 (1995) (“[W]e attempt to give 

‘meaningful operation’ to all provisions of a statute.”).

¶26 Similarly, in RSP Architects Ltd. v. Five Star Development Resort

Communities, LLC, this court held the Act does not apply to a contract for 

architectural services. 232 Ariz. at 437, ¶ 1. This court reasoned in part that 

“the Prompt Payment Act . . . implies that a ‘contractor’ within the meaning 

of the act must be licensed by the Registrar of Contractors.” Id. at 439, ¶ 16.

Because the Act falls within Article 32, titled “Licensing,” and the penalty 

for a contractor failing to pay a subcontractor for work performed pursuant 

to the contract is subject to discipline by the ROC, —and because architects 

“need not obtain a contractor’s license” before performing architectural 

work—we held that the legislature did not intend for the Act to apply to 

architects. Id. Like the architect in RSP, Trap-Zap is not licensed by the ROC 

and therefore is not entitled to utilize the Act’s protections of prompt 

payment for licensed contractors.

¶27 Trap-Zap’s contractual obligations were not performed in 

Arizona and Trap-Zap is not a licensed contractor in Arizona. Because we 

conclude § 32-1129.02 applies only to contractors and subcontractors 

licensed in Arizona, we affirm the court’s dismissal of Trap-Zap’s claim 

under the Act, and the higher 18% interest rate prescribed in the Act should 

not apply.

III. Attorney Fees 

¶28 The court granted Trap-Zap’s application for attorney fees 

and costs under A.R.S. §§ 12-341 and 12-341.01 and awarded Trap-Zap 

$77,185 in legal fees, $3,867.96 in legal research fees, and $3,068.20 in taxable 

costs. FSNE asks that the award of fees be vacated and remanded for the 

court to reconsider the issue of the prevailing party following this court’s 

decision. We review the superior court’s decision to grant a party’s request 

for attorney fees for an abuse of discretion. Vicari v. Lake Havasu City, 222 

Ariz. 218, 224, ¶ 23 (App. 2009). The superior court found Trap-Zap was the 

successful party because, although FSNE was “successful in defeating some 

of Trap-Zap’s claims,” overall Trap-Zap was successful on the most 
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Decision of the Court

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significant portion of its claim and judgment was entered in Trap-Zap’s 

favor. See Schweiger v. China Doll Rest., Inc., 138 Ariz. 183, 189 (App. 1983)

(“[W]here a party has accomplished the result sought in the litigation, fees 

should be awarded for time spent even on unsuccessful legal theories.”).

Because we affirm the superior court’s judgment, we find no abuse of 

discretion in the award of fees. 

¶29 Both parties request attorney fees on appeal pursuant to 

A.R.S. § 12-341.01(A). Because Trap-Zap is the prevailing party, see China 

Doll, 138 Ariz. at 189, and its claims arose out of contract, we grant its 

request for attorney fees on appeal under A.R.S. § 12-341.01, and also award 

costs to Trap-Zap upon compliance with ARCAP 21. See A.R.S. § 12-341.

CONCLUSION

¶30 For the foregoing reasons, we affirm the superior court’s grant 

of summary judgment in favor of Trap-Zap for breach of contract and 

concurrent denial of FSNE’s motion for summary judgment on illegality. 

We also affirm the court’s dismissal of Trap-Zap’s claim under the Arizona 

Prompt Payment Act.