IN THE [___] JUDICIAL DISTRICT COURT

IN AND FOR [COUNTY] COUNTY, STATE OF UTAH

[PLAINTIFF NAME], a [state] [individual/corporation/LLC],
  Plaintiff,

v.

[DEFENDANT NAME], a [state] [corporation/LLC/partnership/individual],
  Defendant.

TABLE OF CONTENTS

1. Parties, Jurisdiction, and Venue
2. General Allegations
3. Cause(s) of Action
     Count I – Breach of Contract
     Count II – Breach of Implied Covenant (Alternative)
4. Damages
5. Prayer for Relief
6. Jury Demand (Optional)
7. Reservation of Rights
8. Exhibits
9. Verification (if required)
10. Signature Block
11. Certificate of Service

1. PARTIES, JURISDICTION, AND VENUE

1. Plaintiff [PLAINTIFF NAME] (“Plaintiff”) is a [state of organization] [entity type] with its principal place of business at [address].
2. Defendant [DEFENDANT NAME] (“Defendant”) is a [state of organization] [entity type] with its principal place of business at [address].
3. The amount in controversy exceeds $[___], exclusive of interest and costs. Pursuant to Utah R. Civ. P. 26(c)(3), Plaintiff designates this matter as Tier [1 / 2 / 3] discovery.
4. This Court has subject-matter jurisdiction under Utah Code §§ 78A-5-102 & 78B-3-104 because this action involves claims for monetary and equitable relief exceeding the jurisdictional minimum.
5. Venue is proper in this county under Utah Code § 78B-3-307(3) because [the contract was executed/performed here OR Defendant resides here OR the injury occurred here].
6. Personal jurisdiction over Defendant exists because Defendant [is domiciled in Utah / transacted business in Utah / purposefully availed itself of Utah by entering the Contract at issue].

2. GENERAL ALLEGATIONS

7. On or about [Date], Plaintiff and Defendant entered into a written agreement titled “[Name of Contract]” (the “Contract”). A true and correct copy is attached as Exhibit A and incorporated herein by reference.
8. Under the Contract, Plaintiff agreed to:
    a. [Obligation 1];
    b. [Obligation 2]; and
    c. [Obligation 3].
9. In consideration, Defendant agreed to:
    a. [Obligation 1];
    b. [Obligation 2]; and
    c. Pay Plaintiff $[amount] according to the schedule in § [___] of the Contract.
10. Plaintiff fully performed, or was ready, willing, and able to perform, all material obligations or conditions precedent under the Contract.
11. Beginning on or about [Date], Defendant materially breached the Contract by, inter alia:
     a. Failing to pay $[amount] when due;
     b. [Describe any additional breaches]; and
     c. Repudiating its remaining obligations by [conduct/statement].
12. Plaintiff provided Defendant with written notice of breach and an opportunity to cure on [Date], as required by § [___] of the Contract and Utah law. Defendant failed and refused to cure.
13. As a direct and proximate result, Plaintiff has suffered and continues to suffer damages, including but not limited to unpaid sums, consequential damages, interest, attorneys’ fees, and costs.

3. CAUSE(S) OF ACTION

Count I – Breach of Contract

14. Plaintiff incorporates ¶¶ 1–13 as though fully set forth herein.
15. The Contract is a valid and enforceable agreement supported by adequate consideration.
16. Plaintiff performed all, or was excused from performing, its contractual obligations.
17. Defendant materially breached the Contract as described above.
18. Defendant’s breach has caused Plaintiff damages in an amount to be proven at trial but not less than $[amount], plus prejudgment and post-judgment interest at the statutory rate, attorneys’ fees, and costs as provided in § [___] of the Contract and/or Utah Code § 78B-5-826.

Count II – Breach of the Implied Covenant of Good Faith and Fair Dealing (Pled in the Alternative)

19. Plaintiff incorporates ¶¶ 1–18 as though fully set forth herein.
20. Utah law implies a covenant of good faith and fair dealing in every contract, requiring each party to exercise its contractual rights reasonably and in good faith.
21. By the conduct alleged, Defendant violated the implied covenant by [withholding payments / frustrating Plaintiff’s ability to receive the benefit of the bargain / abusing discretionary authority].
22. Plaintiff has sustained damages as a direct result in an amount to be proven at trial.

4. DAMAGES

23. Plaintiff seeks the following recoverable damages:
     a. Compensatory damages not less than $[amount];
     b. Consequential damages in an amount to be proven at trial;
     c. Pre- and post-judgment interest under Utah Code § 15-1-1 (statutory rate);
     d. Contractual and statutory attorneys’ fees and costs; and
     e. Such other and further relief as the Court deems just and proper.

5. PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that the Court enter judgment in its favor and against Defendant as follows:

A. An award of damages consistent with ¶ 23 above;
B. Specific performance of the Contract and/or preliminary and permanent injunctive relief enjoining Defendant from [specify conduct] during the pendency of this action and thereafter;
C. A declaratory judgment that Defendant is in material breach and that Plaintiff is entitled to the full benefit of its bargain;
D. Reasonable attorneys’ fees, costs, and expenses as allowed by contract or statute; and
E. All other relief, at law or in equity, to which Plaintiff is entitled.

6. JURY DEMAND (Optional – strike if waived)

Pursuant to Rule 38 of the Utah Rules of Civil Procedure, Plaintiff hereby demands a trial by jury on all issues so triable.

7. RESERVATION OF RIGHTS

Plaintiff reserves the right to amend this Complaint to assert additional claims or increase the amount of damages as permitted by Utah R. Civ. P. 15.

8. EXHIBITS

Exhibit A Contract dated [Date]
Exhibit B [Demand Letter / Notice of Breach dated ___]

[// GUIDANCE: Attach clean copies of all referenced documents; redact confidential information per Utah R. Jud. Admin. Rule 4-202.09.]

9. VERIFICATION (include only if required by contract, statute, or court order)

I, [Name], declare under penalty of perjury that I am the [title] of Plaintiff in this action, that I have read the foregoing Complaint, and that the facts stated therein are true and correct to the best of my knowledge, information, and belief.

Date: __ ____
             [Name], [Title]

10. SIGNATURE BLOCK

DATED this ___ day of [Month], 20__.

Respectfully submitted,

[LAW FIRM NAME]
By: ____
[ATTORNEY NAME] (Utah Bar No. )
[Street Address]
[City, UT ZIP]
Tel: [--_] | Fax: [--____]
Email: [[email protected]]

Attorney for Plaintiff

11. CERTIFICATE OF SERVICE

I hereby certify that on the ___ day of [Month], 20__, I caused a true and correct copy of the foregoing Complaint (with exhibits) to be served on the following by [method permitted by Utah R. Civ. P. 5(b)]:

[DEFENSE COUNSEL NAME]
[Firm Name]
[Street Address]
[City, State ZIP]
Email: [____]

[Attorney Name]

[// GUIDANCE: If this document will be e-filed via MyCase, check “Service via E-Filing” and list only parties not registered for electronic service.]