BINGHAM LIVESTOCK v. PACCAR

2026 UT App 136 THE UTAH COURT OF APPEALS BINGHAM LIVESTOCK TRANSPORTATION INC., Appellant, v. PACCAR LLC, PETERBILT MOTORS COMPANY, THE JACKSON GROUP OF SALT LAKE, AND KENWORTH SALES OF OGDEN, Appellees. Opinion No. 20250608-CA Filed September 11, 2026 First District Court, Brigham City Department The Honorable Brandon J. Maynard No. 180100032 Marlin J. Grant, Attorney for Appellant Marshall J. Hendrickson and S. Spencer Brown, Attorneys for Appellees JUDGE RYAN M. HARRIS authored this Opinion, in which JUDGES MICHELE M. CHRISTIANSEN FORSTER and DAVID N. MORTENSEN concurred. HARRIS, Judge: ¶1 After purchasing three new tractors that it later came to believe were faulty, Bingham Livestock Transportation Inc. (Bingham) sued Paccar LLC (Paccar) and Peterbilt Motors Company (Peterbilt), as well as two automotive repair shops, The Jackson Group of Salt Lake and Kenworth Sales of Ogden (collectively, the Repair Shops). In its complaint, Bingham brought various contract-based claims asserting that Paccar and Peterbilt had breached warranties, and it brought negligence claims asserting that the Repair Shops had failed to properly repair the tractors. The district court dismissed all of Bingham’s claims on summary judgment, concluding that the statute of  Bingham Livestock v. Paccar LLC limitations barred Bingham’s contract-based claims and that the economic loss rule barred its negligence claims. ¶2 Bingham appeals the district court’s summary judgment orders. We affirm the court’s dismissal of Bingham’s negligence claims because the economic loss rule bars those claims under the facts presented here. But we reverse the court’s dismissal of Bingham’s contract-based claims because questions of fact remain to be decided regarding the applicability of the statute of limitations, and we remand this case to the district court for further proceedings on those claims. BACKGROUND 1 Tractor Purchases and Warranties ¶3 Bingham purchased two new tractors from Peterbilt on November 6, 2013, and a third on December 27, 2013. All three tractors had Paccar motors, and the combined purchase price for all three tractors was a little over $460,000. Each tractor purchase was memorialized in a separate “Vehicle Purchase Agreement,” each of which included two warranties by reference and attachment—one from Peterbilt covering the tractor itself and one from Paccar covering the engine. ¶4 The Peterbilt warranty for each tractor stated: Peterbilt warrants directly to you that the Peterbilt vehicle (“Vehicle”) identified below will be free from defects in materials and factory workmanship 1. “In reviewing a grant of summary judgment, we view the facts and all reasonable inferences in a light most favorable to the party opposing the motion. We recite the facts with that standard in mind.” Vineyard Props. of Utah LLC v. RLS Constr. LLC, 2021 UT App 144, n.1, 505 P.3d 65 (cleaned up). 20250608-CA 2 2026 UT App 136  Bingham Livestock v. Paccar LLC (“Warrantable Failures”) appearing under normal commercial use and service during the time or mileage limitations set forth in the attached Warranty Schedule . . . . ¶5 In the event of a “warrantable failure,” Bingham’s remedies were expressly limited: YOUR SOLE AND EXCLUSIVE REMEDY AGAINST PETERBILT . . . ARISING FROM YOUR PURCHASE AND USE OF THIS VEHICLE IS LIMITED TO THE REPAIR OR REPLACEMENT OF “WARRANTABLE FAILURES” AT AUTHORIZED . . . PETERBILT DEALERS, SUBJECT TO [THE] WARRANTY SCHEDULE. ¶6 The Peterbilt warranty also contained a section titled “Warranty Disclaimer and Limitations of Liability,” which stated in relevant part: This limited warranty is the sole warranty made by Peterbilt . . . . Except for the above limited warranty, Peterbilt . . . make[s] no other warranties, express or implied. .... IT IS AGREED THAT PETERBILT . . . SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO: LOSS OF INCOME OR LOST PROFITS; [OR] VEHICLE DOWNTIME . . . . ¶7 Then, as relevant here, the Peterbilt warranty expressly limited the period during which Bingham could commence a legal action against Peterbilt for issues arising from the purchase or use of the tractors: 20250608-CA 3 2026 UT App 136  Bingham Livestock v. Paccar LLC It is agreed that you have 12 months from the accrual of the cause of action to commence any legal action arising from the purchase or use of the Vehicle, or be barred forever. ¶8 The Paccar warranty contained warranty provisions that are substantively identical to the Peterbilt warranty provisions set forth above. But there was one potentially relevant difference between the Paccar and Peterbilt warranties: the time and mileage period covered by the respective warranties. For the Peterbilt warranties, various components were covered for different time and mileage limitations; for example, “Major Components” were covered for 36 months or 300,000 miles, whichever came first, while “Frame, Gussets, Crossmembers and Cab” were warranted against corrosion for 60 months or 500,000 miles, whichever came first. Meanwhile, the Paccar warranties initially came with a basic time and mileage limitation of two years or 250,000 miles, whichever came first. However, at the time Bingham purchased the tractors, it also purchased extended warranties for each tractor (paying $8,200 for each), extending the Paccar warranties to four years or 500,000 miles, whichever came first. Tractor Problems ¶9 Soon after Bingham purchased the tractors, all three of them began having problems. In particular, they began “shutting down [and] losing power,” and the tractors’ “computer[s] indicat[ed] warranty work was needed.” When this happened, a Bingham employee typically “call[ed] in for a warranty repair” and drove the affected tractor to one of the Repair Shops—which shops, for most of the relevant time period, were located some 100 miles away 2—to be repaired. There, mechanics would confirm 2. One of the Repair Shops is located in Ogden, “about 35 miles away,” but it did not open until February 2017, a few months (continued…) 20250608-CA 4 2026 UT App 136  Bingham Livestock v. Paccar LLC that the issues were covered by the warranties and would attempt to fix the problems. Once the tractors were repaired, a Bingham employee would return to the shop and “specifically review[] each warranty repair,” but despite repeated requests, “the . . . mechanics refused to show an invoice or repair sheet,” explaining that the repairs were all covered “warranty item[s]” and were not being charged to Bingham. The Bingham employee would then drive the affected tractor back to the worksite. ¶10 But the repairs seemed to provide only temporary fixes; the tractors continued to have problems. From 2013 to 2017, one of the tractors was taken to the Repair Shops sixteen different times, another thirteen times, and the third nine times. On one particular occasion in 2017, while one of the tractors was in one of the Repair Shops, a mechanic sent Bingham’s owner a message containing “photos showing [a] dripping oil rag hanging out of the oil pan,” claiming that this oil rag was the cause of the tractor’s problem at that time. Bingham asserts that the oil rag was left there by one of the Repair Shops’ mechanics from a previous visit. ¶11 Eventually, “in early summer of 2017,” Bingham traded all three tractors back to Peterbilt for $60,000 each. At that time, one of the tractors had 227,414 miles on it, another had 257,170 miles, and the third had between 291,452 miles and 333,208 miles. A few months later, Bingham received a service report from the Repair Shops detailing all the work that had been done by the Repair Shops on all three tractors during the time Bingham owned them. Procedural History ¶12 On October 17, 2017, Bingham sent Paccar a notice of defects, and on February 28, 2018, Bingham filed suit against before Bingham traded away the tractors. Thus, for most of the period Bingham owned the tractors, it was required to take them to “a service shop in Salt Lake City, [Utah, or] Pocatello, Idaho.” 20250608-CA 5 2026 UT App 136  Bingham Livestock v. Paccar LLC Paccar, Peterbilt, and the Repair Shops (collectively, Defendants). In its complaint, Bingham alleged that Paccar and Peterbilt had breached the warranties and that the Repair Shops had been negligent in repairing the tractors. Bingham described four causes of action: for breach of warranty; for breach of the implied covenant of good faith and fair dealing; for a declaration that certain portions of the warranties were unconscionable and therefore void; and for negligence regarding the repairs. As worded, the complaint is not entirely clear as to which causes of action were stated against which Defendants. ¶13 As the litigation progressed, Defendants filed a motion for summary judgment, asserting that Bingham’s contract-based claims were barred by the one-year statute of limitations in the Paccar and Peterbilt warranties and that the negligence claims were barred by the economic loss rule. Bingham responded by asserting that the “[b]reach of warranty claims [did] not accrue until the breach [was] or should [have been] discovered,” and that an exception to the economic loss rule applied because there was a “special relationship” between Bingham and the Repair Shops. ¶14 After reviewing the parties’ briefing, the district court issued a ruling denying Defendants’ motion on the warranty claims and granting it on the negligence claims, at least insofar as those claims were stated against Paccar and Peterbilt. For the warranty claims, it concluded that the claims were subject to Utah’s version of the Uniform Commercial Code (UCC), see Utah Code §§ 70A-1a-101 to 70A-12a-306, and it reasoned that “[t]he warranty provision contained an explicit warranty of future performance: the warranty to make future repairs,” which meant that “any warranty action would have accrued when the breach was or should have been discovered by [Bingham].” Therefore, the court found “it inappropriate to summarily dismiss [Bingham’s] contract-based claims because whether [Bingham] brought [its] warranty and contract claims timely depends on 20250608-CA 6 2026 UT App 136  Bingham Livestock v. Paccar LLC when the breaches were or should have been discovered by [Bingham], which . . . is a question of fact.” But it concluded that the economic loss rule barred Bingham’s negligence claims, at least against Paccar and Peterbilt, because those entities had “entered into a contractual limited and exclusive warranty” that covered the issues that were the subject of Bingham’s tort claims against them. ¶15 Bingham then filed a motion to alter or amend the court’s ruling, asking it to clarify that while the negligence claims against Paccar and Peterbilt were dismissed, the negligence claims against the Repair Shops should have survived because the Repair Shops were “not part of the limited exclusive warranty agreement[s], [were] not third-party beneficiaries, and ha[d] an independent duty of care when repairing” Bingham’s tractors. The court agreed with Bingham on this point, clarifying that its earlier decision applied only to “any party with whom [Bingham] entered into a contractual limited and exclusive warranty.” ¶16 After that, months passed with little activity in the case, and eventually the district court, unprompted, issued a notice of intent to dismiss the case. Bingham then filed a request for a pretrial conference, which took place a few weeks later. During that conference, the court did not set a trial date but instead ordered “the parties to participate in mediation in good faith” “within 90 days or as close to that timeframe as possible.” But another period of inactivity followed, and about a year later, the court issued another notice of intent to dismiss. Bingham again filed a request for a pretrial conference, asserting that the parties had “attended mediation in good faith . . . which failed to result in settlement.” Eventually, after a series of pretrial conferences, the court scheduled a multi-day jury trial to begin roughly eleven months later, on November 6, 2024. ¶17 Activity in the case picked up soon after the trial date was set. Bingham and Defendants exchanged hundreds of pages of 20250608-CA 7 2026 UT App 136  Bingham Livestock v. Paccar LLC pretrial disclosures, Defendants filed multiple motions in limine seeking to preclude certain witness testimony and evidence, and the parties discussed what the appropriate jury instructions would be. A few weeks before the trial was set to begin, the court held a hearing to discuss the parties’ proposed jury instructions. At that hearing, Defendants’ counsel asked the court to “reconsider if the 1-year statute of limitation . . . had run or not.” The court agreed to reconsider the issue, set an expedited briefing schedule, and scheduled oral argument on the matter to occur on November 5, 2024, the day before the trial was set to begin. ¶18 Both parties submitted cross-motions for summary judgment in accordance with the briefing schedule. Bingham’s motion included a sworn statement from Bingham’s owner, who averred that “no information was given to Bingham on these Vehicles until 8/16/2017 when Service Information Records . . . were sent to [Bingham],” and that Bingham had discovered facts necessary to its negligence claims for the first time in May 2017 and had discovered facts necessary to its “defects” claims for the first time in August 2017. After oral argument, the court ruled in favor of Defendants, agreed to dismiss all of Bingham’s contract- based claims, and canceled the trial. In a subsequent written order memorializing its ruling, the court stated that “the warrant[ies] in question [were] not a promise for future services and so the statute of limitations began to run on tender of the [tractors].” And it also stated, Even if [the warranties] were a contract for future services, the [c]ourt finds that [Bingham] was or should have been aware of potential contract claims within one year of delivery, three years before the lawsuit was filed. [Bingham] argued that because it was never made aware of the specific repairs performed during service, that it was never put on notice of the potential claims. The [c]ourt finds those facts to be immaterial to the statute of limitations. 20250608-CA 8 2026 UT App 136  Bingham Livestock v. Paccar LLC ¶19 A few weeks later, Defendants filed a motion for summary judgment on Bingham’s remaining negligence claims against the Repair Shops. In that motion, Defendants argued that “the economic loss rule bars Bingham’s negligence claims” against the Repair Shops because “the parties’ relationship is governed entirely by the warranty agreements” and because “Bingham has failed to identify any recognized independent tort duty.” Bingham disagreed, arguing that the Repair Shops owed Bingham a duty “to not commit harm to Bingham’s [t]ractors or business with negligent work” and that this duty was separate from the duties created in the warranties. After briefing and oral argument, the court agreed with Defendants, concluding that “the parties’ warranty agreement[s] cover[] the subject matter of the dispute” because the warranties contain “the exclusive means of obtaining economic recovery.” The court therefore dismissed Bingham’s “negligence claims against those parties with whom [Bingham] entered into a contractual limited and exclusive warranty, including [the Repair Shops].” ISSUES AND STANDARD OF REVIEW ¶20 Bingham now appeals, challenging the dismissal of each of its claims on summary judgment. “We review a district court’s grant of summary judgment for correctness.” Fine v. University of Utah School of Med., 2024 UT 4, ¶ 12, 545 P.3d 215 (cleaned up). “Under this standard, we give no deference to the district court’s legal conclusions and consider whether the court correctly decided that no genuine issue of material fact existed.” Regal RealSource LLC v. Enlaw LLC, 2024 UT App 95, ¶ 18, 554 P.3d 1112 (cleaned up). Similarly, “whether a statute of limitations is applicable and whether it is subject to tolling under the discovery rule are questions of law.” Shiozawa v. Duke, 2015 UT App 40, ¶ 14, 344 P.3d 1174 (cleaned up). Additionally, “we review a district court’s interpretation of a contract for correctness,” see Regal RealSource LLC, 2024 UT App 95, ¶ 18 20250608-CA 9 2026 UT App 136  Bingham Livestock v. Paccar LLC (cleaned up), at least where that interpretation was rendered in a summary judgment order. ANALYSIS ¶21 Bingham challenges the court’s order dismissing its contract-based claims on statute-of-limitations grounds and the order dismissing its negligence claims against the Repair Shops under the economic loss rule. We discuss each challenge in turn. I. Contract-Based Claims ¶22 Bingham first contends that the district court erred when it determined that Bingham’s contract-based claims were barred by the one-year statute of limitations contained in the warranties. Bingham first claims that the one-year limitations period set out in the warranties doesn’t even apply. Next, it asserts that, even if the one-year limitations period is applicable here, a discovery rule applies, meaning that the limitations period didn’t start running until Bingham discovered (or should have discovered) its causes of action. And in this same vein, Bingham asserts that genuine issues of material fact preclude summary judgment as to when it should have discovered its claims. We address these issues in turn, ultimately concluding that a one-year statute of limitations applies and includes a discovery rule, and that there are indeed factual questions that preclude summary judgment on when Bingham’s contract-based claims accrued. A. Which Statute of Limitations Applies? ¶23 We begin by addressing the most basic of statute-of- limitations questions: which statute actually applies here? There are several options. Bingham argues for application of the general six-year statute of limitations for contract claims. See Utah Code § 78B-2-309(1)(b). Defendants counter by asserting that the shorter UCC statute of limitations for contract claims regarding any 20250608-CA 10 2026 UT App 136  Bingham Livestock v. Paccar LLC “contract for sale” applies here. See id. § 70A-2-725(1) (“An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued.”). And Defendants note that the UCC statute, which sets the default limitation period at four years, allows parties—by contract—to “reduce the period of limitation to not less than one year,” id., and they point out that the parties did just that in the contracts applicable to this case. Accordingly, Defendants assert that the relevant limitations period is one year. ¶24 Whether the general six-year statute or the more specific UCC statute applies here is a question that turns on whether the agreements at issue are “contract[s] for sale.” See id. Bingham contends that they are not, even though they involved the sale of tractors, because they are “hybrid or mixed” contracts containing not only sales provisions but also “warranty provisions and independent service provisions” and because those service provisions—in its view—“predominate[] the contract[s].” Defendants take a different view, arguing that there was “no service element to the contract[s]” and that, even if there were, “the predominant purpose of the contract[s] was for the sale of goods.” We agree with Defendants on this point. ¶25 The UCC governs contracts or agreements “relating to the present or future sale of goods.” Id. § 70A-2-106(1) (2013) 3; see also 3. These statutes were recently amended and now explicitly include hybrid transactions as being subject to the UCC. Utah Code §§ 70A-2-102(1), -106(5) (2026). As amended, “‘[h]ybrid transaction’ means a single transaction involving a sale of goods and . . . the provision of services.” Id. § 70A-2-106(5). But for purposes of this case, we apply the pre-amendment version of the relevant statutes because that version was in effect at the time these transactions were entered into. See Ellis v. La Val Enters. Ltd., 2022 UT App 139, ¶ 35, 523 P.3d 208 (“A contract contains, (continued…) 20250608-CA 11 2026 UT App 136  Bingham Livestock v. Paccar LLC id. § 70A-2-102 (“Unless the context otherwise requires, this chapter applies to transactions in goods . . . .”). Contracts for services, on the other hand, are not within the purview of the UCC and are instead subject to the general six-year statute of limitations for common-law contract cases. See id. § 78B-2- 309(1)(b) (2026) (“An action may be brought within six years . . . upon any contract, obligation, or liability founded upon an instrument in writing . . . .”). Contracts “for both the sale of goods and the provision of services” are considered hybrid or mixed contracts, and—at least prior to recent statutory amendments— Utah followed “the one-law approach, which applies the UCC to the entire contract if it is predominantly a contract for goods and applies the common law if the contract is primarily for services.” Val Peterson Inc. v. Tennant Metals Pty. Ltd., 2023 UT App 115, ¶ 27, 537 P.3d 660 (cleaned up). ¶26 As an initial matter, we note that the warranties and the vehicle purchase agreements are to be construed together as parts of the same agreement. See Montes v. National Buick GMC, Inc., 2024 UT 42, ¶ 34, 562 P.3d 688 (“Where two or more written instruments are executed as a part of one transaction such instruments should, when possible, be construed together.” (cleaned up)). The vehicle purchase agreements and the warranties expressly reference each other, were executed by the same parties around the same time, and concern the same subject matter. Therefore, we construe the provisions contained in the warranties and the vehicle purchase agreements together as parts of the same agreement. implicitly, the laws existing at the time it is completed.” (cleaned up)). In this situation, the rights and duties of the parties in connection with these agreements were established in 2013. Thus, in this opinion we rely upon and cite the 2013 version of all relevant statutes that have been materially amended since then. 20250608-CA 12 2026 UT App 136  Bingham Livestock v. Paccar LLC ¶27 We proceed by assuming, for purposes of the discussion, that the agreements in question here are indeed hybrid or mixed contracts, as Bingham contends. In this situation, our task is to review “the factual circumstances surrounding the negotiation, formation, and contemplated performance of” the parties’ overall agreement and “determine whether [that agreement] is predominantly or primarily a contract for the sale of goods.” Legal Tender Services PLLC v. Bank of Am. Fork, 2022 UT App 26, ¶ 39, 506 P.3d 1211 (cleaned up). In conducting this inquiry, we look first “to the language of the agreement” to try to ascertain its predominant purpose. See Val Peterson Inc., 2023 UT App 115, ¶ 28 (cleaned up). And it is clear that tractors are “goods” as that term is used in the UCC. See Utah Code § 70A-2-105(1) (“‘Goods’ means all things . . . which are movable at the time of identification to the contract for sale . . . .”). ¶28 Here, the language of the documents makes clear that the predominant purpose of the agreements was the sale of the tractors. This is clear from the chosen titling language of “Vehicle Purchase Agreement” (emphasis added) and from the language contained in the warranties, whose remedies are entirely dependent on the tractors being “PURCHASE[D].” This is also clear from the circumstances surrounding the agreements, which make clear that the primary purpose of the parties’ interactions was for Bingham to purchase tractors. And while the agreements did contain provisions related to Paccar and Peterbilt “REPAIR[ING] OR REPLAC[ING]” certain parts of the tractors under certain conditions, that service was entirely premised on the tractors first being purchased. To be sure, the action of repairing and replacing is a service, but that service is contained in warranties predicated on an initial failure of the tractors, which are at the center of the parties’ agreements. See Salt Lake City Corp. v. Sekisui SPR Americas, LLC, 412 F. Supp. 3d 1316, 1334, 1337 (D. Utah 2019) (concluding that a warranty stating that the “sole and exclusive remedy to any warranty claim shall be limited to the replacement of defective materials” was governed by the UCC 20250608-CA 13 2026 UT App 136  Bingham Livestock v. Paccar LLC (cleaned up)). Accordingly, the predominant purpose of the parties’ agreements was for the sale of goods, meaning that the UCC applies to the transactions. ¶29 Bingham resists this conclusion by arguing that “the written and oral promises of in-and-out service” from the Repair Shops “were service-oriented in nature.” However, Bingham does not point us to any such written promises contained in the record, and we are unable to identify any. And even if such promises existed, the parties expressly limited their agreements to the terms contained in the warranties and the vehicle purchase agreements, by stating in the purchase agreements that, “[e]xcept for the above limited warranty, [Paccar and] Peterbilt . . . make no warranties, express or implied.” Thus, any additional oral or written contracts between Bingham and the Repair Shops would be outside the bounds of the parties’ agreement. And in any event, even if the agreements explicitly contained a few additional provisions making Defendants’ warranty obligations more specific, that would not alter the agreements’ status as predominantly about the sale of goods. ¶30 We therefore conclude that the UCC—including its shorter statute of limitations—applies to this transaction. And Bingham does not contest the fact that the parties agreed, by contract, to shorten the applicable limitations period from four years down to one year, as allowed by the UCC. See Utah Code § 70A-2-725(1). Thus, the limitations period applicable here is the one prescribed by the UCC, as modified by the parties’ mutual agreement: Bingham was obligated to bring its claims within one year. B. The Discovery Rule: When Does the Clock Start? ¶31 The next question we must confront is when the one-year limitations period began to run. On this point, the UCC provides some guidance, stating that, ordinarily, “[a] cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.” Id. § 70A-2-725(2). And 20250608-CA 14 2026 UT App 136  Bingham Livestock v. Paccar LLC as concerns breach of warranty claims in particular, the UCC states that, ordinarily, “[a] breach of warranty occurs when tender of delivery is made.” Id. Thus, in the general cases governed by the UCC, there is no discovery rule. ¶32 But the UCC includes an exception to these general rules, and this exception is applicable in cases “where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance.” See id. In such cases, the statute itself includes a discovery rule: “[T]he cause of action accrues when the breach is or should have been discovered.” Id.; see also Russell Packard Dev., Inc. v. Carson, 2005 UT 14, ¶ 21, 108 P.3d 741 (discussing “statutory discovery rule[s]” and stating that they “involve[] situations in which a relevant statute of limitations, by its own terms, mandates application of the discovery rule”). ¶33 Here, the parties take differing positions on whether, in this case, “a warranty explicitly extends to future performance of the goods.” See Utah Code § 70A-2-725(2). Bingham contends that it does and that its claims are therefore subject to a discovery rule. Defendants, on the other hand, assert that the warranty did not explicitly extend to future performance of the tractors and that therefore no discovery rule applies here. On balance, we believe that Bingham has the better of this argument. ¶34 We begin, of course, with the text of the applicable statute, which informs us that a discovery rule applies in cases “where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance.” See id. The word “explicitly” must not be ignored; to this end, courts have held that “to fall within the future performance exception, a warranty must explicitly promise or guarantee future performance of the goods; it must be clear, unambiguous and unequivocal.” Salt Lake City Corp. v. Kasler Corp., 855 F. Supp. 1560, 1568 (D. Utah 1994) (cleaned up). 20250608-CA 15 2026 UT App 136  Bingham Livestock v. Paccar LLC ¶35 In evaluating whether the warranty language at issue here explicitly promised or guaranteed future performance, we find it helpful to differentiate between the two types of grievances Bingham has identified, because our analysis differs slightly depending on the category of claims. ¶36 First, Bingham complains that Defendants failed to adequately and sufficiently repair (or replace) the tractors, pursuant to their warranty obligation, when the tractors were brought in for service in the years following purchase. Specifically, Bingham complains that the repairs took too long and didn’t actually fix the problems, alleging that the tractors had “constant problems” that “kept reoccurring after attempted repairs.” For example, Bingham alleges that, on one specific occasion, the Repair Shops left “oil rags in the oil pan” of one of the tractors, an event Bingham alleges “plugged the oil system and damaged” the tractor “even more.” ¶37 Second, Bingham alleges that the tractors were “lemons” to begin with and that they never actually functioned as intended and as promised. In particular, Bingham alleges that the tractors had “emissions defects and issues that Defendants knew or should have known about and . . . knew or should have known . . . could never be sufficiently repaired or replaced.” Bingham alleges that Paccar and Peterbilt promised, as part of the warranty language, that the tractors “would not break down,” but “due to the lemon nature of the [tractors], Defendants’ warranty and promises were worthless.” ¶38 With regard to the first category of claims—the ones regarding failure to adequately repair the tractors once Bingham brought them in for service—we think it relatively self-evident that Paccar’s and Peterbilt’s promises to repair or replace the tractors if issues arose in the future are covenants that explicitly concern future performance of the tractors, and that Bingham’s discovery of any breaches of these covenants had to await the time 20250608-CA 16 2026 UT App 136  Bingham Livestock v. Paccar LLC of the future performance. After all, at the time the tractors were delivered, Bingham had no idea if the necessity for future repairs—any “Warrantable Failures,” in the parlance of the warranty language—would arise, let alone any idea if Defendants would live up to their promise to—at some point in the future— repair or replace the tractors in the event of any such warrantable failures. A promise to repair or replace a vehicle in the event of a future breakdown in performance is, almost by definition, a warranty that “explicitly extends to future performance of the goods.” See Utah Code § 70A-2-725(2). And again, almost by definition, in this situation “discovery of the breach must await the time of [future] performance,” when the warrantor is called upon to repair or replace the vehicle. See id. ¶39 Indeed, applying the one-year statute of limitations to these types of claims, without the benefit of a discovery rule, would render the extended warranties Bingham purchased entirely illusory. See UDAK Props. LLC v. Canyon Creek Com. Center LLC, 2021 UT App 16, ¶ 18, 482 P.3d 841 (stating that a contract interpretation that “gives effect to all provisions of the contract is preferred to one which renders part of the writing superfluous, useless, or inexplicable” (cleaned up)). Here, Bingham paid an additional $8,200 per tractor to extend the Paccar warranties from two years (or 250,000 miles) to four years (or 500,000 miles). If Bingham lost the right to sue on these warranties after just twelve months’ time, the remaining three years of coverage would be of no value. We therefore conclude that this first category of claims quite clearly involves assertions that Defendants have breached warranties that extend to future performance of the goods, and that a discovery rule therefore applies to those claims. ¶40 The question is much closer as regards the second category of claims—the ones concerning Bingham’s allegation that the tractors were lemons to begin with and that they never actually functioned as promised. On this point, courts in other jurisdictions are not of one mind, see Alice M. Wright, Annotation, 20250608-CA 17 2026 UT App 136  Bingham Livestock v. Paccar LLC What Constitutes Warranty Explicitly Extending to “Future Performance” for Purposes of UCC § 2-725(2), 81 A.L.R.5th 483 (2000) (“Courts disagree whether express warranties promising to repair defects appearing in goods within a specified period of time or otherwise guaranteeing the performance of purchased goods should be deemed to fall within the UCC § 2-725(2) exception.”), and no Utah appellate court has ever (to our knowledge) grappled with the issue. ¶41 But this question turns on the precise language used in the relevant warranty, and here Paccar and Peterbilt promised that the tractors “will be free from defects in materials and factory workmanship . . . appearing under normal commercial use and service during the time or mileage limitations set forth in the attached Warranty Schedule.” (Emphasis added.) In our view, this language contains a promise that explicitly extends to future performance of the goods. The term “will be” suggests that the warranties extend to a future period and not just to the day on which the tractors were conveyed to Bingham. Further, the warranties state that they cover certain failures “appearing under normal commercial use and service during the [warrantable time period].” Normal use and service of the vehicle during the warrantable period must happen at a time later than when the vehicles were purchased. Thus, the language chosen by the parties explicitly states that the warranties concern the future performance of the tractors. ¶42 In addition, the contractual provision shortening the limitations period to one year also contains language suggesting that suits could be brought regarding future performance of the tractors. In that provision, the parties agreed that Bingham would have twelve months “from the accrual of the cause of action to commence any legal action arising from the purchase or use of the [tractors].” (Emphasis added.) By including the possibility for a claim to arise from Bingham’s use rather than merely from its purchase (or its delivery), the parties agreed that the warranties 20250608-CA 18 2026 UT App 136  Bingham Livestock v. Paccar LLC extend to the vehicle’s performance beyond the date of purchase and not simply to its condition at the time of purchase. ¶43 Our conclusion here—that the words chosen by the parties in their agreements concern future performance of the tractors— is the same one reached by the Indiana Supreme Court in a case involving nearly identical contractual language. See Kenworth of Indianapolis, Inc. v. Seventy-Seven Ltd., 134 N.E.3d 370, 380 (Ind. 2019). After carefully examining the relevant contractual language—including the promise that the vehicle “will be free from defects in materials and workmanship during the time and mileage periods set forth in the Warranty Schedule and appearing under normal use and service,” id. (emphasis added) (cleaned up)—the court concluded that “this bargained-for warranty constitute[d] a future-performance warranty. Id. ¶44 That court reached its conclusion by conducting a “close analysis of th[e] contractual language,” “stress[ing] that every word and phrase matters in these future-performance warranties.” Id. It reasoned that the “future-tense language (‘will be free from defects’ for 12-months/100,000-miles), rather than past-tense (‘were free from defects’) or present-tense language (‘are free from defects’),” explicitly indicated that the warranty covered future performance. Id. Indeed, the court reasoned that if the parties had “not used future-tense language, for example, or had they omitted a specific future time period for the trucks’ quality and performance, or had they promised only to repair and replace defects rather than warrant against future defects, then this warranty would fall outside the limited future-performance exception.” Id. ¶45 Other courts have also considered an agreement’s future- tense language as support for the conclusion that a warranty explicitly extends to future performance. See Grand Island Express v. Timpte Indus., Inc., 28 F.3d 73, 75 (8th Cir. 1994) (“[An] express warranty explicitly extended to the future performance of the 20250608-CA 19 2026 UT App 136  Bingham Livestock v. Paccar LLC trailers when it stated that the trailers would be ‘free from defects in materials and workmanship for a period of five years from the date-of-delivery to the First Purchaser.’”); Broten v. Wright Med. Group, Inc., No. 16-CV-00049, 2016 WL 10459793, at *2 (D. Utah June 2, 2016) (“Language or representations that the goods ‘will satisfactorily perform at all times,’ ‘will work properly for a lifetime,’ or ‘will give satisfactory service at all times’ are sufficient to meet this [future-performance] requirement and therefore establish a warranty of future performance.”); Joswick v. Chesapeake Mobile Homes, Inc., 765 A.2d 90, 97 (Md. 2001) (“A warranty that goods will have a certain quality or be free