2022 UT 40

IN THE

SUPREME COURT OF THE STATE OF UTAH

LINDSIE WILLIAMSON,

Appellant,

v.

MGS BY DESIGN, INC.,

Appellee.

No. 20210800

Heard September 9, 2022

Filed November 25, 2022

On Appeal of Interlocutory Order

Fourth District, Provo

The Honorable Robert Lund

No. 210401061

Attorneys:

Michael C. Smith, Orem, for appellant

Stephen Quesenberry, Payson, for appellee

CHIEF JUSTICE DURRANT authored the opinion of the Court, in 

which ASSOCIATE CHIEF JUSTICE PEARCE, JUSTICE PETERSEN, 

JUSTICE HAGEN, and JUSTICE POHLMAN joined.

CHIEF JUSTICE DURRANT, opinion of the Court:

Introduction

¶1 Lindsie Williamson worked for MGS by Design, Inc. (MGS).

She alleges that MGS violated the Utah Sales Representative 

Commission Payment Act (Act)1 by failing to pay commissions for

_____________________________________________________________

1 Before oral argument, the parties stipulated that the 2018 

version of the Act should apply to this case. We reference this 

version of the Act throughout our opinion.
WILLIAMSON v. MGS BY DESIGN, INC.

Opinion of the Court

2

sales that she made as one of the company‟s commissioned sales 

agents. 

¶2 The Act governs the payment of commissions in business 

relationships between principals and commissioned sales 

representatives. It authorizes a sales representative to sue a principal

under its provisions.

2 And it provides that, if found liable, the 

principal must pay the sales representative three times the amount of 

owed commissions.

3 The Act also requires that a principal and a 

sales representative memorialize their business relationship in a 

signed writing, a copy of which the principal must provide to the 

sales representative.

4

¶3 Ms. Williamson claims that MGS never provided her with a 

written agreement, despite her repeated requests that it do so. But 

she maintains that, although the parties did not set out their 

arrangement in writing, they operated under a verbal agreement.

¶4 Ms. Williamson sued MGS under the Act for failing to pay the 

commissions it owed her under their purported agreement. MGS 

filed a motion to dismiss, arguing that Ms. Williamson cannot 

recover under the Act because there was no signed writing. The 

district court granted MGS‟s motion to dismiss. We hold that the 

Act‟s writing requirement is not a precondition for recovery and, in 

so doing, reverse the district court‟s grant of the motion to dismiss.

Background

¶5 Ms. Williamson worked as an office manager and bookkeeper 

for MGS from February 2014 to August 2018.

5 She alleges that, in 

2016, she and MGS verbally agreed that she would sell goods and 

_____________________________________________________________

2 UTAH CODE § 34-44-301(1) (2018).

3 Id. § 34-44-301(2)(a).

4 Id. § 34-44-201(1), (3).

5 This appeal arises from the district court‟s grant of MGS‟s 

motion to dismiss. “When reviewing the propriety of a motion to 

dismiss, we accept the factual allegations in the complaint as true 

and interpret those facts and all reasonable inferences drawn 

therefrom in a light most favorable to the plaintiff as the nonmoving 

party.” Russell Packard Dev., Inc. v. Carson, 2005 UT 14, ¶ 3, 108 P.3d 

741. Accordingly, we recite the facts as alleged in Ms. Williamson‟s 

complaint.
Cite as: 2022 UT 40

Opinion of the Court

3

services for MGS as a commissioned sales agent. She further asserts 

that despite her repeated requests, MGS never prepared a written 

contract for the two parties to sign. 

¶6 According to the complaint, MGS‟s sales manager did 

maintain written standard sales prices, commission percentages, and 

payment schedules that applied to all MGS‟s independent sales 

agents, including Ms. Williamson. 

¶7 Ms. Williamson sold over $300,000 in goods and services for 

MGS between January and August 2018. She claims that under the 

verbal agreement and written sales documents, she earned over 

$32,000 in commissions, all of which MGS has refused to pay. As a 

result, Ms. Williamson filed a complaint against MGS alleging that it

violated the Act.

¶8 The parties‟ dispute centers around Parts 2 and 3 of the Act. 

Part 2 sets forth “Requirements and Prohibitions,”6 and Part 3 sets 

forth “Remedies.”7 One of the requirements in Part 2 is that “[t]he 

business relationship between a sales representative and a principal 

shall be in a writing signed by both the principal and the sales 

representative.”8 That writing must “set forth the method by which 

the sales representative‟s commission is . . . (a) computed; and (b)

paid.”9 And the principal must “provide the sales representative 

with a copy of the signed writing.”10

¶9 In Part 3, the Act authorizes a sales representative to sue a 

principal.11 If the principal is found liable, the Act allows the sales 

representative to recover three times the amount of unpaid 

commissions plus attorney fees and court costs.12 Ms. Williamson 

seeks such a recovery. 

¶10 MGS filed a motion to dismiss, arguing that the Act bars the

claim because the parties‟ business relationship was never put into a 

_____________________________________________________________

6 See UTAH CODE §§ 34-44-201 to -203 (2018).

7 See id. §§ 34-44-301 to -302.

8 Id. § 34-44-201(1).

9 Id. § 34-44-201(2).

10 Id. § 34-44-201(3).

11 Id. § 34-44-301(1).

12 Id. § 34-44-301(2).
WILLIAMSON v. MGS BY DESIGN, INC.

Opinion of the Court

4

signed writing, as Part 2 of the Act requires. The district court 

granted the motion, and we granted Ms. Williamson‟s petition for 

interlocutory appeal. We have jurisdiction under Utah Code section

78A-3-102(3)(j).

Standard of Review

¶11 “The grant of a motion to dismiss presents a question of law 

that we review for correctness.”13

Analysis

¶12 The parties disagree about the meaning of section 301 of the 

Act, which states, in relevant part, that “[a] sales representative may 

bring a civil action . . . against a principal for failure by the principal 

to comply with . . . any provision of an agreement relating to the 

payment of commission.”14 MGS argues that this “agreement” must 

be in the form of a signed writing for a court to consider a sales 

representative‟s claim. For support, MGS relies on another part of 

the Act that requires a business relationship between a sales 

representative and a principal to be in a signed writing.15 Ms. 

Williamson contends that, because the Act‟s writing requirement is 

independent of the remedies provisions, the signed writing is not a 

prerequisite for recovery. We agree with Ms. Williamson‟s reading of 

the Act.

I. The Act Does Not Condition Recovery for Unpaid Commissions

on a Signed Writing

¶13 “It is well settled that when faced with a question of 

statutory interpretation, „our primary goal is to evince the true intent 

and purpose of the [l]egislature.‟ And „[t]he best evidence of the 

legislature‟s intent is the plain language of the statute itself.‟”16 “[W]e 

assume, absent a contrary indication, that the legislature used each 

term advisedly according to its ordinary and usually accepted 

meaning.”17 Because “we presume[ ] that the expression of one 

_____________________________________________________________

13 Haik v. Jones, 2018 UT 39, ¶ 9, 427 P.3d 1155.

14 UTAH CODE § 34-44-301(1)(a) (2018).

15 See id. § 34-44-201(1).

16 State v. Thurman, 2022 UT 16, ¶ 18, 508 P.3d 128 (second 

alteration in original) (citations omitted).

17 Id. (citation omitted).
Cite as: 2022 UT 40

Opinion of the Court

5

[term] should be interpreted as the exclusion of another,” we “seek 

to give effect to omissions in statutory language by presuming all 

omissions to be purposeful.”18 And we examine the plain language 

in light of the “relevant context of the statute,” which includes the 

overall structure of the statutory scheme.19

¶14 Here, the Act‟s plain language unambiguously supports Ms. 

Williamson‟s view that recovery under Utah Code section 34-44-301 

is not conditioned on a signed writing. We base this conclusion on 

the ordinary meaning of the term “agreement,” the definitions 

provided in the Act, and the Act‟s structure. And because the Act‟s 

text “is unambiguous and provides a workable result, we need not 

resort to other interpretive tools, and our analysis ends.”20

A. The Act’s Text and Structure Support Ms. Williamson’s Reading of the 

Act

¶15 Section 301 of the Act provides that a sales representative 

may sue a principal for failure to comply with “any provision of an 

agreement relating to the payment of commission.”21 The Act does 

not define the term “agreement.” But its ordinary and usually 

accepted meaning encompasses more than just written contracts.22

The term “agreement” is defined broadly as “[a] mutual 

understanding between two or more persons about their relative 

rights and duties regarding past or future performances.”23 Absent a 

contrary indication, we assume the legislature used the term 

_____________________________________________________________

18 Marion Energy, Inc. v. KFJ Ranch P’ship, 2011 UT 50, ¶ 14, 267 

P.3d 863 (alterations in original) (citation omitted) (internal 

quotation marks omitted).

19 Olsen v. Eagle Mountain City, 2011 UT 10, ¶ 12, 248 P.3d 465.

20 S. Utah Valley Elec. Serv. Dist. v. Payson City, 2021 UT 68, ¶ 20, 

502 P.3d 272 (citation omitted).

21 UTAH CODE § 34-44-301(1)(a) (2018).

22 See, e.g., Agreement, BLACK‟S LAW DICTIONARY (11th ed. 2019) 

(“The term „agreement,‟ although frequently used as synonymous 

with the word „contract,‟ is really an expression of greater breadth of 

meaning and less technicality.” (quoting 2 Henry J. Stephen, 

Stephen’s Commentaries on the Laws of England 5 (L. Crispin 

Warmington ed., 21st ed. 1950))).

23 Id.
WILLIAMSON v. MGS BY DESIGN, INC.

Opinion of the Court

6

“agreement” advisedly according to this ordinary and usually 

accepted meaning.

24

¶16 MGS argues there are indications, found in the Act‟s 

definitions of other terms, that the legislature intended to use the 

term “agreement” more narrowly. Specifically, MGS suggests that 

the term “agreement” must be read in light of the term “business 

relationship,” which the Act defines as “an agreement that governs 

the relationship of principal and sales representative.”25 MGS also

correctly points out that the existence of a business relationship 

triggers jurisdiction under the Act.26

¶17 But the Act‟s definition of “business relationship” uses the 

broad term “agreement” and omits mention of a signed writing. So

the definition of “business relationship” itself does nothing to 

narrow the term “agreement” in section 301 to anything other than 

its ordinary and usually accepted meaning.

¶18 MGS points us next to another section of the Act that states, 

“The business relationship between a sales representative and a 

principal shall be in a writing signed by both the principal and the 

sales representative.”27 MGS argues that because a business 

relationship “shall be in a writing”—and because the existence of a 

business relationship triggers jurisdiction under the Act—the 

“agreement” referred to in section 301 must be a signed writing. But 

MGS conflates the definition of “business relationship” with this 

separate writing requirement. In fact, the Act‟s writing requirement

presumes that the business relationship already exists.28 And it says

that this preexisting relationship “shall be in a writing”—not that it

shall be created by a writing.29 So, as the Act is written, a business 

relationship arises and jurisdiction is triggered once there is an 

_____________________________________________________________

24 See supra ¶ 13.

25 Id. § 34-44-102(1).

26 See id. § 34-44-103(1) (“An action under this chapter may be 

brought against a principal in a court of this state if . . . the principal 

enters into a business relationship in this state with a sales 

representative to solicit orders for a product or a service . . . .”).

27 Id. § 34-44-201(1).

28 See id.

29 Id. (emphasis added).
Cite as: 2022 UT 40

Opinion of the Court

7

“agreement”—broadly speaking—“that governs the relationship of 

principal and sales representative.”30 Just because the parties fail to 

reduce their relationship to a signed writing in compliance with the 

writing requirement does not mean that no relationship exists. We 

decline to incorporate the Act‟s writing requirement into the 

definition of “business relationship” where the legislature chose not 

to define it that way.

¶19 The Act‟s structure further supports our determination that 

recovery for unpaid commissions is not conditioned on a signed 

writing. Subsection 301(1) provides a sales representative with three

options for relief under the Act. First, a sales representative may 

bring an action against a principal for failure to comply with “any 

provision of an agreement relating to the payment of commission.”31

Second, a sales representative may bring an action against a 

principal for failure to pay all commissions due to the sales 

representative in accordance with the writing required by section 34-

44-201.

32 Third, a sales representative may bring an action against a 

principal for failure to comply with its obligations when the parties‟

business relationship terminates.33

¶20 The parties disagree about the meaning of the first two 

options for relief. Ms. Williamson points out that only the second 

option mentions the required writing. She argues that the term 

“agreement” described in the first option must encompass more than 

just the required writing; otherwise, the provision would be 

rendered superfluous because the second option already provides 

relief “in accordance with” the required writing. According to Ms. 

Williamson‟s reading, the first option offers relief even in 

circumstances where no written agreement exists, while the second 

offers relief in accordance with the required writing.

¶21 MGS offers a different reading of the first two options for 

relief. It asserts that the term “agreement” described in the first 

_____________________________________________________________

30 Id. § 34-44-102(1); see id. § 34-44-103(1).

31 Id. § 34-44-301(1)(a).

32 See id. § 34-44-301(1)(b) (allowing a sales representative to sue 

for a principal‟s failure to comply with Utah Code section 34-44-

202(1)).

33 See id. (allowing a sales representative to sue for a principal‟s 

failure to comply with Utah Code section 34-44-202(2)).
WILLIAMSON v. MGS BY DESIGN, INC.

Opinion of the Court

8

option does in fact mean the required writing. Under MGS‟s reading, 

then, both the first and second options for relief refer to the required

writing. According to MGS, the first option is broader than the 

second because it encompasses any provision of an agreement relating 

to the payment of commission, while the second option encompasses 

only a principal‟s failure to pay all commissions due to the sales 

representative. Based on this interpretation, a sales representative 

could, for example, sue under the first option for a principal‟s failure 

to comply with a provision requiring the principal to reimburse the 

sales representative for expenses incurred while making a sale, 

because such a provision is a “provision of an agreement relating to 

the payment of commission.” According to MGS‟s interpretation, 

this remedy would not be available under the second option because 

a principal‟s breach of a contract provision about incurred expenses 

is separate from its failure to pay all commissions due to the sales 

representative.

¶22 This interpretation would render the second option for relief

superfluous. If, as MGS suggests, the first option required a writing, 

then a sales representative could use it to obtain relief for a 

principal‟s failure to pay all commissions due to the sales 

representative in accordance with the writing required by section 34-

44-201. Yet this is the same remedy that the second option provides.

¶23 MGS acknowledges that under its reading, the first option 

for relief is broad enough to encompass the relief provided by the 

second option. It nevertheless contends that the legislature chose to 

take a belt-and-suspenders approach by offering two separate 

options for the same relief. But this explanation ignores a

fundamental principle of statutory interpretation. When interpreting 

a statute, “we seek to render all parts [of the statute] relevant and 

meaningful, and we accordingly avoid interpretations that will 

render portions of a statute superfluous or inoperative.”34 Because 

Ms. Williamson‟s interpretation renders all three options for relief

relevant and meaningful, while MGS‟s interpretation renders 

portions of the remedies provisions superfluous, we adopt Ms. 

Williamson‟s interpretation.

_____________________________________________________________

34 Hall v. Utah State Dep’t of Corr., 2001 UT 34, ¶ 15, 24 P.3d 958

(citations omitted) (internal quotation marks omitted).
Cite as: 2022 UT 40

Opinion of the Court

9

B. MGS’s Other Arguments Are Unavailing

¶24 Although MGS makes additional arguments in support of its 

reading of the Act, none of them changes our view.

¶25 First, MGS suggests that because the Act allows for treble 

damages—a “hefty penalty”—“it makes sense that the legislature 

wanted the business relationship between the two parties to be in 

writing.” Although this explanation is plausible, MGS provides no 

textual support for its claim. Moreover, as Ms. Williamson

emphasizes, if the legislature were to condition treble damages on a 

written agreement, a principal would be incentivized not to put an 

agreement with a sales representative into writing. If a sales 

representative were prohibited from obtaining remedies under the 

Act absent a signed writing, then a principal could avoid having to 

pay treble damages, plus the sales representative‟s attorney fees and 

court costs, by refusing to memorialize the parties‟ agreement in 

writing. MGS‟s motion to dismiss underscores this point. By moving 

to dismiss Ms. Williamson‟s claim, MGS is attempting to sidestep 

liability under the Act through its failure to comply with the writing 

requirement.

¶26 Second, MGS argues that Ms. Williamson‟s reading fails to 

harmonize the various sections of the Act, and that section 301 

cannot be read separately from the writing requirement. “When 

considering statutes relating to the same subject matter, we attempt 

to construe them in harmony, . . . such that effect is given to every 

provision in all of them.”35 But Ms. Williamson‟s reading presents no 

harmony problem, as the Act‟s plain language allows effect to be 

given to every provision without the extra step of grafting the 

writing requirement onto section 301. The Act can, in one section, 

require business relationships to be in writing, while also holding 

principals accountable for their promises where there is no writing. 

¶27 Finally, both parties cite records from the legislative history 

in support of their respective readings of the Act. We do not consider 

these arguments, because the Act‟s text is unambiguous and 

provides a workable result.

36

_____________________________________________________________

35 I.M.L. v. State, 2002 UT 110, ¶ 26, 61 P.3d 1038 (citations 

omitted) (internal quotation marks omitted).

36 See S. Utah Valley Elec. Serv. Dist. v. Payson City, 2021 UT 68, 

¶ 20, 502 P.3d 272; supra ¶ 14.
WILLIAMSON v. MGS BY DESIGN, INC.

Opinion of the Court

10

II. We Deny Ms. Williamson‟s Request for Attorney Fees

¶28 Ms. Williamson requests that we order MGS to pay the cost 

of her attorney fees incurred by this appeal. The Act provides that 

where a principal “is found liable” for failure to pay commissions, it

“is liable to the sales representative for . . . reasonable attorney 

fees.”37 In this appeal, we do nothing more than reverse the district 

court‟s grant of MGS‟s motion to dismiss. So because MGS has not, 

at least at this point, been found liable under the Act, we reject Ms. 

Williamson‟s request for attorney fees.

Conclusion

¶29 We conclude that under the Act‟s plain text, the writing 

requirement is not a prerequisite for a sales representative to sue a

principal under the Act. Because Ms. Williamson alleged in her 

complaint that MGS agreed to pay commissions to her but failed to 

do so, we reverse the district court‟s grant of MGS‟s motion to 

dismiss. Finally, we reject Ms. Williamson‟s request for attorney fees

because MGS has not, at this point, been found liable under the Act.

_____________________________________________________________

37 UTAH CODE § 34-44-301(2)(b) (2018).