Fielding v. GBS Benefits

2026 UT App 138 THE UTAH COURT OF APPEALS RICK FIELDING, Appellant, v. GBS BENEFITS, INC, LEAVITT GROUP ENTERPRISES, INC, AND ERIC LEAVITT, Appellees. Opinion No. 20250606-CA Filed September 11, 2026 Third District Court, West Jordan Department The Honorable Matthew Bates No. 240907557 Gregory M. Saylin and Tyson C. Horrocks, Attorneys for Appellant Matthew N. Evans, Whitney Hulet Krogue, and Stephen R. Arroyo, Attorneys for Appellees JUDGE RYAN D. TENNEY authored this Opinion, in which JUDGES MICHELE M. CHRISTIANSEN FORSTER and AMY J. OLIVER concurred. TENNEY, Judge: ¶1 Rick Fielding sued GBS Benefits, Inc. (GBS), Leavitt Group Enterprises, Inc. (the Leavitt Group), and Eric Leavitt, the CEO of the Leavitt Group—collectively, the Appellees—for breach of contract, breach of the implied covenant of good faith and fair dealing, defamation, and false light invasion of privacy. These claims were based on statements that Leavitt had made about Fielding at a company banquet. The Appellees filed a joint motion to dismiss Fielding’s complaint, which the district court granted. Fielding now appeals, challenging that decision on several grounds. For the reasons set forth below, we affirm.  Fielding v. GBS Benefits BACKGROUND 1 Fielding’s Termination from GBS ¶2 In 1989, Fielding founded GBS, which is an employee benefits consulting firm. In 2006, the Leavitt Group acquired a majority interest in GBS. Fielding served as the CEO of GBS until he stepped down in April 2021, after which Daniel Nelson— whom Fielding had selected as his successor—took over as CEO. After stepping down as CEO, Fielding remained at GBS in a different position (though the record is unclear about the precise nature of that position). ¶3 In early 2023, a few employees approached Nelson and raised some “concerns that Fielding was tough, intense, and demanding.” GBS hired a law firm to conduct an investigation regarding the complaints. GBS later “claim[ed]” to “rely on” the results of that investigation, and it terminated Fielding from GBS effective June 30, 2023. The Townhall Meeting and the First Lawsuit ¶4 Meanwhile, on May 8, 2023, GBS and the Leavitt Group held a “townhall” meeting (the Townhall Meeting), with about 50 1. Because the district court granted the Appellees’ motion to dismiss for failure to state a claim, “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 [Fielding] as the nonmoving party and recite the facts accordingly.” Mathews v. McCown, 2025 UT 34, n.2, 575 P.3d 1114 (quotation simplified). On “the question of whether a statement is susceptible to a defamatory interpretation,” however, “we do not interpret inferences that may be reasonably drawn from the statements in favor of a defamatory meaning,” and “our description of the facts also reflects this principle.” Id. (quotation simplified). 20250606-CA 2 2026 UT App 138  Fielding v. GBS Benefits brokers as well as other participants from outside of GBS in attendance. At the Townhall Meeting, Leavitt and Nelson made various statements about Fielding’s impending departure from GBS. These included a statement from Nelson that Fielding had committed “infractions,” as well as another in which Nelson said that “this was a ‘me-too’ moment” for the company. 2 ¶5 In August 2023, Fielding filed suit against GBS and the Leavitt Group, wherein he brought various claims related to his termination as well as a claim for defamation based on the statements made at the Townhall Meeting. The parties entered into a settlement agreement (the Settlement Agreement) on December 12, 2023, after which they filed a joint stipulation dismissing Fielding’s suit. Of note, the Settlement Agreement contained a “Non-Disparagement” provision, wherein GBS and the Leavitt Group agreed that they, along with “their Executives, while speaking on behalf of” GBS and the Leavitt Group, would “not make any maliciously untrue defamatory, libelous, or slanderous statements—meaning that the statement was made with knowledge of its falsity or with reckless disregard for its truth or falsity—about [Fielding].” The Settlement Agreement also contained a “Non-Disclosure” provision, wherein GBS and the Leavitt Group agreed to not disclose “the financial terms” of the Settlement Agreement, except “for business-related purposes.” The Closing Banquet ¶6 On June 14, 2024, the Appellees held the closing banquet of the Leavitt Group Partners Conference (the Closing Banquet). At 2. The phrase “Me Too” often refers to “a movement calling attention to the frequency with which primarily women and girls experience sexual assault and harassment.” Me Too, Merriam- Webster, https://www.merriam-webster.com/dictionary/me-too [https://perma.cc/83MZ-H2E8]. 20250606-CA 3 2026 UT App 138  Fielding v. GBS Benefits the Closing Banquet, which was attended by “somewhere around eight hundred employees, their family members, and industry members including clients, competitors, vendors and carriers,” Leavitt gave a speech while presenting an award to Nelson. This speech was recorded, and a video of it was later uploaded to the Leavitt Group’s private YouTube channel. ¶7 During this speech, Leavitt praised Nelson and the ways in which Nelson had led GBS since being appointed as its CEO. In the course of these remarks, Leavitt made several statements about Fielding. Leavitt noted that “the former GBS CEO” (which, again, was Fielding) “had tremendous vision and drive and should be honored for building a high-performance and professionally excellent set of teams.” Continuing, however, Leavitt then made a number of less flattering statements about Fielding, and these statements formed the basis for the subsequent lawsuit at issue in this appeal. ¶8 These statements included the following: [I]n April of last year a series of deeply unfortunate interactions took place between the former CEO and a couple of our most key account service teammates. It’s fair to say that the interactions of this nature had happened routinely in the past but the individuals who had been negatively affected by these interactions had reached the breaking point. Feeling confident that the new leadership in the organization was serious in their desire to change the cultural environment in the office, these individuals courageously came forward and spoke up about mistreatment they were experiencing. As [Nelson] and his team quickly and thoroughly investigated these events more individuals came forward with reports of similar 20250606-CA 4 2026 UT App 138  Fielding v. GBS Benefits challenging interactions. After a careful process prescribed by HR policies and in consultation with our internal legal team and outside counsel, we determined we had no other choice but to immediately part ways with the former CEO. Fielding’s Complaint and the Appellees’ Motion to Dismiss ¶9 In September 2024, Fielding filed a complaint against the Appellees that asserted claims for (1) breach of contract, (2) breach of the implied covenant of good faith and fair dealing, (3) defamation, and (4) false light invasion of privacy. The defamation and false light claims were based on the statements that Leavitt had made about Fielding during the Closing Banquet that were recited above. The breach of contract and breach of the implied covenant claims were linked to those statements too, with Fielding asserting that Leavitt’s statements had violated both the express terms of the Settlement Agreement and the duties implied by it. 3 3. At the outset of his complaint, Fielding noted that he would “collectively” refer to the three named defendants—GBS, the Leavitt Group, and Eric Leavitt—as “the ‘Defendants,’” and he then asserted all four causes of action against “the Defendants” without differentiating between the individual defendants with respect to any individual cause of action. As will be discussed shortly, these defendants (whom we’ve referred to collectively as “the Appellees” for purposes of this opinion) later filed a joint motion to dismiss, and the district court granted that motion before there was any attempt to litigate whether or how the various causes of action could be asserted against each defendant. Given the nature of the issues before us, we likewise have no need to weigh in on such issues. For clarity here, we’ll again note that all four causes of action ultimately stem from statements made by (continued…) 20250606-CA 5 2026 UT App 138  Fielding v. GBS Benefits ¶10 On October 16, 2024, the Appellees filed a motion to dismiss Fielding’s complaint for failure to state a claim upon which relief could be granted. The Appellees argued that Fielding’s defamation claim failed as a matter of law because “the allegedly defamatory statements” (1) were “incapable of sustaining a defamatory meaning under Utah common law” and (2) were also “protected opinion under the Utah Constitution.” The Appellees then argued that since the breach of contract and false light claims were based on the same statements, those claims failed as a matter of law as well. Finally, the Appellees argued that Fielding’s claim for breach of the implied covenant failed “because the implied covenant cannot be read to establish new rights or duties to which the parties did not agree, especially if those claimed rights contradict the duties expressly stated in the contract.” The Appellees observed that “the express terms” of the Settlement Agreement did not prohibit the parties “from saying anything that might harm the reputation of the other,” but instead only prohibited the parties from making “maliciously untrue defamatory, libelous, or slanderous statement[s]” about each other. (Emphasis in original.) Because Leavitt had not (in their view) said anything defamatory, libelous, or slanderous about Fielding, they asked the court to rule that the implied covenant claim failed as a matter of law. ¶11 On November 13, 2024, Fielding filed a written opposition to the Appellees’ motion to dismiss. There, Fielding made various substantive arguments in response to the Appellees’ arguments, and Fielding stated that his “preferred disposition” was for the court to deny the motion outright. At the close of his opposition memorandum, Fielding included a brief section in which he wrote, “If the [c]ourt dismisses any of Mr. Fielding’s claims, it should also grant him leave to amend.” Fielding noted that rule 15(a) of the Utah Rules of Civil Procedure states that leave to Eric Leavitt, that Leavitt was the CEO of the Leavitt Group, and that the Leavitt Group owned a majority share in GBS. 20250606-CA 6 2026 UT App 138  Fielding v. GBS Benefits amend should be “freely” given when “justice requires.” Fielding then stated that he had “sought to meet notice pleading requirements” but that he had “a great deal more detail he could add to any of the claims” if the court found them “inadequate,” and he accordingly “request[ed] leave to amend his complaint should the [c]ourt dismiss any of the claims asserted.” Fielding did not file a separate motion for leave to amend, nor did he attach a proposed amended complaint to his opposition memorandum. ¶12 The court held a hearing on the motion to dismiss on April 16, 2025, and it issued an oral ruling at a hearing held two days later. At the outset of its oral ruling, the court observed that the defamation analysis turned on two questions: (1) whether the statements at issue were “capable of sustaining a defamatory meaning” and (2) whether they were statements of “opinion” that were “protected by the Utah Constitution.” ¶13 Addressing the first question, the court explained: Somebody who had heard the previous statements from the [Townhall Meeting] would have understood that [Leavitt] was referring to those interactions as infractions and that this was a me-too moment for the company.[ 4] In other words, that the mistreatment and the deeply unfortunate 4. Despite this acknowledgment, the court noted at the outset of its ruling that it was “not considering whether the statements made” at the Townhall Meeting were defamatory, “because the statute of limitations [had] run on those statements and because those statements” were “the subject of a binding settlement agreement that released [the Appellees] from liability for those statements.” The court then explained, however, that it would “look to those statements as context to determine whether the statements in the [Closing Banquet] were, in fact, defamatory.” 20250606-CA 7 2026 UT App 138  Fielding v. GBS Benefits interactions were viewed by the company as infractions and as a me-too moment. The [c]ourt has serious questions about whether those statements are, in fact, capable of sustaining a defamatory meaning. There is no claim that the defendants have ever publicly repeated the actual substance of the complaints against Mr. Fielding. Instead, [the Appellees] have only described in very general terms that Mr. Fielding did something wrong. These very vague allusions to his conduct do not impeach his honesty, integrity, or virtue, and do not expose him to hatred, contempt, or ridicule. We all make mistakes, and simply having a public acknowledgment of those mistakes without any more detail than words such as infractions or mistreatment is not defamatory. ¶14 But the court ultimately did not decide the motion on this basis. Instead, it concluded that whether the statements made at the Closing Banquet were “capable of carrying a defamatory meaning need not be answered because the statements are clearly protected opinion under the Utah Constitution.” Addressing that question, the court applied the four-factor test set forth by the Utah Supreme Court to distinguish statements of opinion from statements of fact. See West v. Thomson Newspapers, 872 P.2d 999, 1018 (Utah 1994). Looking at the statements in question, the court focused in on Leavitt’s use of the words “unfortunate” and “mistreatment,” concluding that they are “both hallmarks of opinion.” The court explained that the word “unfortunate” is “often used to describe a poor decision or something that we wish we had not done, and it could be applied to a wide range of both serious and trivial things”; thus, “there is no standard for determining whether an event or an interaction is truly unfortunate.” The court likewise observed that the word “mistreatment” “can mean many things” and “can apply to a 20250606-CA 8 2026 UT App 138  Fielding v. GBS Benefits variety of contexts and is not subject to precise definition.” In the court’s view, these words—which it thought were at the center of the challenged statements—were inherently subjective, which meant that the statements in question were “protected opinion.” ¶15 Because of this, the court ruled that Fielding’s defamation claim failed as a matter of law. And from there, the court concluded that Fielding’s breach of contract and false light claims failed as a matter of law as well. ¶16 The court then turned to Fielding’s implied covenant claim, which the court viewed as standing on slightly different footing. Here, the court concluded that “the mere fact that the company said something negative about” Fielding would not constitute “a breach of that covenant” with respect to the underlying Settlement Agreement. The court specifically “disagree[d] with” Fielding’s assertion “that the parties contracted for peace.” The court instead observed that the “non- disparagement clause in this case prohibit[ed] only the publication of malicious defamatory falsehoods,” and it observed that “[i]f the parties truly wanted peace, they should have contracted for an actual non-disparagement clause,” rather than “an agreement that allows each side to negligently publish defamatory statements about the other.” For these reasons, the court granted the motion to dismiss as to this claim as well. ¶17 After announcing this ruling, the court asked the attorneys if they had any questions or needed any clarification about the ruling. In response, Fielding’s counsel asked the court to now grant his request to amend the complaint. The court responded, I would expect to see a motion to amend in response to the motion to dismiss that would give me and would give the [the Appellees] in this case some indication of what the basis was to amend the information. We’re now at the end of our litigation on the motion to dismiss. I’ve granted that motion. 20250606-CA 9 2026 UT App 138  Fielding v. GBS Benefits I’m not going to entertain a motion to amend at this point. That’s—I think it’s untimely. That should have been raised . . . there should have been a motion to amend filed when the motion to dismiss was filed. So I’m not going to allow that at this point. ¶18 The court subsequently entered a written judgment that granted the motion to dismiss. Fielding now appeals. ISSUES AND STANDARDS OF REVIEW ¶19 On appeal, Fielding first argues that the district court erroneously dismissed his complaint. “A ruling on a motion to dismiss presents a legal question that we review for correctness, affording no deference to the district court’s decision.” Turner v. Staker & Parson Cos., 2012 UT 30, ¶ 7, 284 P.3d 600. “When reviewing defamation claims dismissed for failure to state a claim, we accept as true all material allegations contained in the complaint.” RainFocus Inc. v. Cvent Inc., 2023 UT App 32, ¶ 6, 528 P.3d 1221 (quotation simplified). “However, we do not indulge the appellant by interpreting inferences that may be reasonably drawn from the statements in favor of a defamatory meaning.” Id. (quotation simplified). “Rather, we look to the context of the allegedly defamatory statement and then, in a nondeferential manner, reach an independent conclusion about the statement’s susceptibility to a defamatory interpretation.” Id. (quotation simplified). “This determination is a question of law, reviewed for correctness.” Id. (quotation simplified). ¶20 Fielding next argues that the district court erred in denying his request to amend his complaint. “We review a district court’s denial of leave to amend for an abuse of discretion.” Hudgens v. Prosper, Inc., 2010 UT 68, ¶ 15, 243 P.3d 1275. 20250606-CA 10 2026 UT App 138  Fielding v. GBS Benefits ANALYSIS I. Defamation ¶21 Fielding first argues that the district court erred in concluding that the statements at issue could not support a claim for defamation—and then, as a result, dismissing Fielding’s other claims as well. We see no reversible error on any front. ¶22 “To state a claim for defamation, one must show that the other party published the statements, that the statements were false, defamatory, and not subject to any privilege, that the statements were published with the requisite degree of fault, and that their publication resulted in damage.” RainFocus Inc. v. Cvent Inc., 2023 UT App 32, ¶ 7, 528 P.3d 1221 (quotation simplified). Because this appeal arises in the context of a motion to dismiss, “we assume without deciding that the statements were false, that they were published with the requisite degree of fault, and that they resulted in damage” to Fielding. Id. ¶23 In the briefing and analysis below, the parties and the court focused on two questions: (1) whether the statements at issue were capable of sustaining a defamatory meaning and (2) whether the statements were protected opinion under the Utah Constitution. See West v. Thomson Newspapers, 872 P.2d 999, 1008, 1015 (Utah 1994). With respect to these same analytical questions, our supreme court has noted that they present “separate inquiries.” Mathews v. McCown, 2025 UT 34, ¶ 97, 575 P.3d 1114. Thus, even if a statement is capable of sustaining a defamatory meaning, it “cannot serve as the basis for defamation liability” if it is protected opinion. West, 872 P.2d at 1015. Conversely, if a statement is not capable of sustaining a defamatory meaning, we think it’s clear enough that a court would have no need to separately determine whether it is also protected opinion. ¶24 As noted, the district court briefly opined on the defamatory meaning inquiry, but it ultimately based its ruling on 20250606-CA 11 2026 UT App 138  Fielding v. GBS Benefits the opinion inquiry. The parties have briefed and argued both issues on appeal. “It is well settled that an appellate court may affirm the judgment appealed from if it is sustainable on any legal ground or theory apparent on the record, even though such ground or theory differs from that stated by the trial court to be the basis of its ruling.” Bailey v. Bayles, 2002 UT 58, ¶ 10, 52 P.3d 1158 (quotation simplified). Having considered the record and the arguments presented to us, we conclude that the statements were not capable of sustaining a defamatory meaning. Before explaining why, we first provide some brief legal background about the nature of the defamatory meaning inquiry. ¶25 A court assesses whether a statement is capable of sustaining a defamatory meaning “by asking whether a reasonable reader [or listener] could find the statement to be defamatory.” Mathews, 2025 UT 34, ¶ 94 n.16. 5 Under Utah law, a statement is defamatory if it impeaches an individual’s honesty, integrity, virtue, or reputation and thereby exposes the individual to public hatred, contempt, or ridicule. At its core, an action for defamation is intended to protect an individual’s interest in maintaining a good reputation. A publication is not defamatory simply because it is nettlesome or embarrassing to a plaintiff, or even because it makes a false statement about the plaintiff. A plaintiff must establish that the 5. “Just to be clear, the ultimate question of whether a statement is defamatory is separate from the question of whether a statement is capable of defamatory meaning.” Mathews v. McCown, 2025 UT 34, ¶ 97 n.18, 575 P.3d 1114 (emphasis in original). While “the question of whether the statement is defamatory belongs to the trier of fact,” the “threshold question” of whether a statement is capable of defamatory meaning “can be placed before the court by motion.” Id. ¶ 97 & n.18. 20250606-CA 12 2026 UT App 138  Fielding v. GBS Benefits statement at issue is more than sharp criticism, that it instead damaged the plaintiff’s reputation in the eyes of at least a substantial and respectable minority of its audience. Keisel v. Westbrook, 2023 UT App 163, ¶ 33, 542 P.3d 536 (quotation simplified). In making this determination, a court “cannot view individual words in isolation” but must instead “carefully examine the context in which the statement was made.” RainFocus, 2023 UT App 32, ¶ 8 (quotation simplified). In doing so, the court should “giv[e] the words their most common and accepted meaning.” Mathews, 2025 UT 34, ¶ 64 (quotation simplified). ¶26 In his complaint, Fielding appeared to argue that the statements at issue constituted both express defamation and implied defamation. And as discussed below, he has arguably invoked the defamation-by-incomplete-disclosure doctrine as well. Applying the standards just articulated, we’ll address each in turn. A. Express defamation ¶27 An express defamation claim involves a statement that is “defamatory on its face.” Verity v. USA Today, 436 P.3d 653, 662 (Idaho 2019). Thus, with regard to this type of defamation claim, a court is concerned with what was directly or expressly said, as opposed to the implications from those statements. Cf. West, 872 P.2d at 1011. ¶28 In support of his express defamation claim, Fielding points us to the statements made by Leavitt at the Closing Banquet that we recounted in paragraph 8 above. Throughout his opening brief, Fielding makes it clear that, in his view, the particular defamatory meaning conveyed by these statements was that he had engaged in sexual misconduct. The first line of his opening brief, for example, states that “[t]he key question on appeal is 20250606-CA 13 2026 UT App 138  Fielding v. GBS Benefits whether false statements that Appellant Rick Fielding sexually harassed and assaulted lower-level employees were capable of defamatory meaning and not mere opinions protected by the Utah Constitution.” Elsewhere in his brief, Fielding asserts that Leavitt’s statements had “flatly branded [him] as a sexual predator” and “accus[ed] [him] of sexual misconduct, mistreatment, and harassment.” And the subheading from the key portion of his Argument section likewise asserts that “Allegations of sexual misconduct are defamatory as a matter of law.” Indeed, the word “sexual” appears 41 times in his opening brief, usually in the context of phrases such as “sexual misconduct” (which appears 18 times), “sexual assault” (which appears 12 times), or “sexual predator” (which appears 5 times). ¶29 In light of all this, we’ll proceed with our analysis accordingly—namely, we’ll consider whether the statements at issue were capable of sustaining the alleged defamatory meaning of communicating that Fielding had engaged in sexual misconduct. 6 6. A few passages from Fielding’s opening brief could arguably be read a bit more broadly, suggesting at times that Leavitt’s references to “unfortunate interactions” and “mistreatment” could carry a defamatory meaning that was separate from any connotation of sexual impropriety. But these are passing references, and we don’t think that Fielding adequately briefed a defamatory meaning claim outside the context of alleged sexual misconduct. Instead, as explained, Fielding repeatedly anchors his arguments to his contention that Leavitt had accused him of sexual misconduct. This becomes even clearer in Fielding’s reply brief. In their responsive brief, the Appellees suggested that the statements at issue could have carried a non-sexual—and, by extension, non- defamatory—meaning. But in his reply brief, Fielding fights back (continued…) 20250606-CA 14 2026 UT App 138  Fielding v. GBS Benefits ¶30 Again, when evaluating an express defamation claim, courts look at what was said, as opposed to what may have been implied. But we see nothing in the statements at issue in which Leavitt expressly said anything about Fielding having engaged in sexual misconduct. The word “sexual” doesn’t appear in any of those statements, nor do we see anything in them that expressly refers to an allegation of sexual misconduct. Thus, because Fielding’s express defamation claim rests on his specific assertion that Leavitt said that Fielding had engaged in sexual misconduct, we see no support for it. We accordingly affirm the dismissal of the express defamation claim on that basis. B. Implied defamation ¶31 The next question, then, is whether Fielding can proceed on his implied defamation claim. In such a claim, “it is the against that suggestion, again asserting Leavitt had accused him of sexual misconduct. The word “sexual” appears another 26 times in that brief. And more pointedly, Fielding argues that Leavitt’s statements did “not vaguely suggest that Fielding ‘did something wrong’” but instead “paint[ed] the picture of a boss despicably inflicting sexual misconduct on the women working around him.” Fielding claims that the “implication” of Leavitt’s statements was that Fielding had “engaged in sexual misconduct.” And he asserts that “anyone familiar” with the Townhall Meeting “would understand” that Leavitt was “refer[ring] to ‘sexual assault and harassment’” and that it was “clear” that Leavitt was accusing him of having “committed sexual harassment and even non-consensual sexual misconduct.” What’s more, Fielding clarifies that this was the position he took in the proceedings below, arguing in his reply brief that his “[c]omplaint, opposition briefing, and oral argument below ha[d] consistently maintained that [Leavitt’s] statements both directly and by implication accused him of sexual misconduct.” (Emphasis in original.) 20250606-CA 15 2026 UT App 138  Fielding v. GBS Benefits implication arising from the statement and the context in which it was made, not the statement itself, which forms the basis of [the] claim.” West, 872 P.2d at 1011. As explained by our supreme court: Words that appear at first blush to convey a defamatory meaning may be explained away as innocuous when their context is made clear. Conversely, words innocent on their face may, when explained in context, convey a defamatory meaning. The classic example is the statement that John Smith was seen walking into a hotel room with Mary. On its face, the statement does not communicate anything intending to injure reputation. If, however, there is added to the statement the fact that John Smith is married to someone other than Mary, the inference that the ordinary reasonable recipient may draw—that John is involved in an adulterous relationship with Mary—becomes defamatory. Id. at 1011 n.18 (quotation simplified). Thus, in assessing an implied defamation claim, “the surrounding words must matter.” Keisel, 2023 UT App 163, ¶ 47. And if no “reasonable fact finder could conclude that the underlying statement conveys the allegedly defamatory implication,” the implied defamation claim fails as a matter of law. Id. ¶ 63 (quotation simplified). ¶32 Here, Fielding asserts that even if Leavitt did not expressly say that Fielding had engaged in sexual misconduct, Leavitt at least implied it. Fielding contends that this was so on essentially two levels. First, Fielding argues that the statements Leavitt made at the Closing Banquet on their own reasonably implied this. And second, he argues that even if they did not, this implication would have been conveyed when these statements were considered alongside the statements that Nelson had made a year earlier at the Townhall Meeting. We disagree on both fronts. 20250606-CA 16 2026 UT App 138  Fielding v. GBS Benefits ¶33 First, starting with the statements made at the Closing Banquet on their own, we see nothing in those statements that would have conveyed to a reasonable listener that Fielding had engaged in sexual misconduct. ¶34 In contending otherwise, Fielding first focuses on Leavitt’s assertions that there had been “unfortunate interactions” and “mistreatment” of employees. But as discussed above, these statements didn’t expressly say anything about any sexual misconduct. And even considered in context, we still don’t see sufficient support for the suggestion that these statements implied that Fielding had engaged in sexual misconduct. Again, Fielding was the former CEO of GBS and had later been terminated from his ongoing position with the company. But by Fielding’s own account (which, again, we’re drawing from his complaint), the investigation into his conduct began in early 2023 after some employees had approached Nelson and raised “some concerns that Fielding was tough, intense, and demanding.” Viewed in this context, Leavitt’s statements about Fielding’s termination could have been about virtually anything that might have led the company to part ways with him, whether it be his apparent toughness and intensity with employees, or perhaps excessive workload demands, differences in company vision, or anything else that might cause a company to part ways with a senior executive. ¶35 Fielding also points to Leavitt’s statement that “[a]fter a careful process prescribed by HR policies and in consultation with our internal legal team and outside counsel, we determined we had no other choice but to immediately part ways with” Fielding. But in context, we don’t believe this statement reasonably implied sexual misconduct either. Leavitt did not say that Fielding had even violated any particular HR policy or law, much less that Fielding had violated a policy or law about sexual misconduct. Rather, what Leavitt said was that when deciding to terminate Fielding, the company had followed the “process prescribed by 20250606-CA 17 2026 UT App 138  Fielding v. GBS Benefits HR” and had consulted its internal legal team and outside counsel. One would expect that a company would always follow its HR policies before terminating an employee. And one might particularly expect that, given the stakes, a company would consult with HR and legal counsel before terminating a more senior employee such as the former CEO. So these statements, too, don’t reasonably imply anything about sexual misconduct. Again, a company could choose to terminate an employee (even a senior one) for a whole range of things, whether it be performance issues, sexual misconduct, non-sexual misconduct, or something else entirely. ¶36 We do acknowledge that these particular statements certainly implied that Fielding had done something negative. But still, they were unquestionably vague, and vague statements alone are typically not enough to support a defamation claim. See, e.g., Hogan v. Winder, 762 F.3d 1096, 1107 (10th Cir. 2014) (holding that the statement that an ex-employee was fired for “performance issues” was not defamatory because “the characterization” was “simply too nonspecific to sustain a defamatory meaning”); see also DeAngelis v. Hill, 847 A.2d 1261, 1269 (N.J. 2004) (“Only if the statement suggest[s] specific factual assertions that [can] be proven true or false [can] the statement qualify as actionable defamation.” (emphasis added, quotation otherwise simplified)). Further, we reiterate that a statement “is not defamatory simply because it is nettlesome or embarrassing to a plaintiff.” Cox v. Hatch, 761 P.2d 556, 561 (Utah 1988); see also San Antonio Express News v. Dracos, 922 S.W.2d 242, 248 (Tex. App. 1996) (holding that statements “may even be false, abusive, unpleasant, or objectionable to the plaintiff without being defamatory”). ¶37 Thus, while most ex-employees would certainly prefer that there be no negative implication tied to their termination at all, without a more specific statement giving rise to an ascertainable defamatory implication, there can be no actionable defamation 20250606-CA 18 2026 UT App 138  Fielding v. GBS Benefits claim. And again, Fielding’s very particular claim is that Leavitt had reasonably implied that Fielding had engaged in sexual misconduct. Having carefully evaluated Leavitt’s statements and the surrounding context, we simply see nothing in them that would reasonably convey to the listeners that Fielding had engaged in sexual misconduct. ¶38 Second, Fielding points to the statements that Nelson had made a year earlier at the Townhall Meeting. As noted, Nelson said that Fielding had committed “infractions,” and Nelson then referred to this as a “‘me-too’ moment” for the company. Given the well understood meaning of the “me too” phrasing—namely, that it refers to sexual misconduct—Fielding asserts that Nelson’s statements at the Townhall Meeting reasonably implied sexual misconduct. And Fielding then asserts that in light of those past statements, the audience at the Closing Banquet would likewise have understood that Leavitt was asserting that Fielding had committed sexual misconduct. ¶39 But the problem for Fielding is that, in the challenged statements at the Closing Banquet, Leavitt did not actually refer to the statements from the Townhall Meeting. Leavitt never said anything such as, “As you’ll recall from our Townhall Meeting last year,” or “As we told you last year,” nor did he ever draw a link or make a callback to those statements. Nor did Leavitt restate what Fielding regards as the key substantive point from those remarks—that the company viewed Fielding’s misconduct as creating a “me too” moment for the company. Simply put, nothing Leavitt said at the Closing Banquet referenced the statements from the Townhall Meeting. ¶40 Moreover, in his complaint, Fielding did not plead that there had been any commonalities between the audiences. But it seems to us that such an allegation would have been necessary to support this aspect of Fielding’s argument. After all, there had already been a lawsuit based on the statements made at the 20250606-CA 19 2026 UT App 138  Fielding v. GBS Benefits Townhall Meeting, and that lawsuit was settled. This lawsuit, however, was based on statements made at the Closing Banquet, so statements made a year earlier at the Townhall Meeting would only have mattered if there were people at the Closing Banquet who had also been at the Townhall Meeting and would therefore have understood the allegedly veiled reference. But Fielding never pleaded that this was so. We accordingly see no basis for concluding that the statements made at the Townhall Meeting would have influenced how the separate audience at the separate Closing Banquet would have understood those separate statements. ¶41 In light of all this, we see nothing in the statements made at the Closing Banquet that reasonably implied that Fielding had engaged in sexual misconduct. Because this was the basis of Fielding’s implied defamation claim, we conclude that it failed as a matter of law. We therefore affirm the dismissal of it on this basis. C. Defamation by incomplete disclosure ¶42 Fielding also argues that he can prevail under the defamation-by-incomplete-disclosure doctrine. In support, he cites the Restatement (Second) of Torts section 566. As set forth there, “if the expression of an opinion ‘is reasonably understood as implying the assertion of the existence of undisclosed facts about the plaintiff that must be defamatory in character in order to justify the opinion,’ the defendant may be ‘subject to liability’ for failing to disclose those underlying facts.” Keisel, 2023 UT App 163, ¶ 61 (quoting the Restatement (Second) of Torts § 566 cmt.