Can ambiguous meeting minutes create genuine fact issues on contract claims? Co-Diagnostics v. HuKui Technology Explained

In Co-Diagnostics v. HuKui Technology, the Utah Court of Appeals examined whether disputed meeting minutes and communications could create genuine issues of material fact sufficient to defeat summary judgment on contract-related claims.

Background and Facts

Co-Diagnostics (CoDx) initially authorized HuKui to distribute its COVID-19 test kits under signed Letters of Authorization. During a March 23, 2020 conference call, the parties discussed allowing HuKui’s customers to order directly from CoDx, with CoDx allegedly agreeing to “remit commission back to Distributors.” When HuKui later connected CoDx with a sub-distributor, CoDx terminated the relationship but continued selling to the sub-distributor without paying HuKui any commission. HuKui filed counterclaims for breach of contract, promissory estoppel, unjust enrichment, and intentional interference with economic relations.

Key Legal Issues

The primary issues were whether: (1) disputed meeting minutes could establish the essential elements of contract formation; (2) ambiguous communications could support promissory estoppel and unjust enrichment claims; and (3) CoDx’s conduct constituted “improper means” for intentional interference.

Court’s Analysis and Holding

The court applied correctness review to the summary judgment order. For the contract claim, the court found that meeting minutes stating CoDx would “remit commission back to Distributors” when customers ordered directly, combined with pricing discussions, could support a reasonable factfinder’s conclusion that the parties agreed to a commission arrangement. The court emphasized that “whether there is a meeting of the minds depends on whether the parties actually intended to contract, and the question of intent generally is one to be determined by the trier of fact.”

Similarly, the court found genuine fact issues on promissory estoppel and unjust enrichment, noting that HuKui’s introduction of the sub-distributor to CoDx could constitute detrimental reliance and confer a quantifiable benefit. However, the court affirmed dismissal of the intentional interference claim, finding CoDx’s conduct did not constitute “improper means” under Utah’s narrow definition requiring conduct that is “contrary to law” or violates “established standard[s] of a trade or profession.”

Practice Implications

This decision demonstrates that ambiguous evidence, when viewed in the light most favorable to the nonmovant, can create genuine fact disputes even on fundamental contract elements. Practitioners should carefully analyze meeting minutes, email communications, and other business records for evidence of offer, acceptance, and consideration, recognizing that reasonable inferences drawn from ambiguous language may be sufficient to survive summary judgment. The decision also reinforces Utah’s restrictive approach to “improper means” in intentional interference claims, requiring independently tortious or illegal conduct rather than mere sharp business practices.