SALT LAKE CITY — Two lawsuits filed in Utah courts Saturday are the latest measure in a messy dispute between the Utah Transit Authority and a former executive over salary and benefits.

Bruce Jones, UTA’s former general counsel, filed a lawsuit against the agency in 3rd District Court on Saturday. His lawsuit alleges UTA broke its contract and that it has “failed and refused” to pay him retirement benefits and incentive bonuses that were promised to him through two deals that were signed in 2007 and 2010.

Jones’ contract was reportedly worth $1.1 million in salary and benefits at one point. UTA dismissed him as state and federal scrutiny over the agency’s finances grew.

UTA also filed a lawsuit at nearly the exact same time as Jones on Saturday, naming him and Utah attorney Allen Young as defendants in their case. The agency alleges Jones “engaged in fraud and legal malpractice” by improperly increasing his salary and benefits twice without approval from the UTA board, according to court documents. In 2018, Young handled arbitration related to the 2007 contract that UTA also disputes.

“I’m really scratching my head as to why UTA would — in this late date — make these scurrilous claims against a devoted employee,” attorney Richard Burbidge, who is representing Jones in the case, told KSL.com. “But it’s not the first time a government agency is going to make a fool of itself. And that’s what they’re doing.”

A spokesperson for UTA told KSL.com that its lawsuit “spoke for itself” and that the agency wouldn’t comment further at the moment.

A contract amendment

The whole story starts back in May 2006, when Jones, of Cottonwood Heights, was hired to be the agency’s general counsel. He started out making $150,000 but that would soon change. The way it changed is what’s at the center of this dispute.

According to UTA, Jones was “unhappy with his salary” and “immediately sought to increase his compensation without informing UTA’s board of trustees or the public,” its lawsuit states. It claims Jones sought a 30% raise after eight months on the job, asking for a $195,000 salary.

The agency said Jones met with Orrin Colby, who was the UTA board's chairman at the time, and Colby agreed to raise Jones’ salary to $189,000 for 2007 and to give him two years of retirement for every year he worked. In addition, Jones’ salary would jump to a little more than $200,000 starting in 2008.

“Neither Jones nor Colby presented these terms to the board. These terms were never approved by the board, and the agreement did not have the requisite two signatures by UTA officers or counsel,” UTA states in the lawsuit. “Rather, it was only signed by Jones and Colby.”

It adds, citing emails between the two, that Jones didn’t obtain independent counsel to represent UTA and that Jones “dissuaded Colby from having UTA retain independent counsel for Jones’ contract negotiations.”

Jones’ lawsuit paints a different picture. His lawsuit states the negotiation began at the end of the probation period after he was hired. It added that he was making at least $75,000 less than his predecessor despite having more legal experience and that he was also making considerably less than what he could have made working elsewhere as a lawyer.

It also mentioned Jones, who had about 30 years of legal experience when he was hired, had told UTA officials that he planned to retire after 10 years at the agency. Therefore, he was interested in retirement benefits.

"It's pretty simple. UTA recruited Mr. Jones and UTA supplied him with form contracts that had been used with other executives containing similar terms," Burbidge added.

The lawsuit claims Colby "had the authority to negotiate and execute the agreement on behalf of UTA, and he kept other board members informed about the contract negotiations and had their support." It added that Colby kept the executive committee and UTA board members informed on contract negotiations as they were ongoing.

"Chairman Colby consulted independent outside legal counsel, to represent the UTA, as he deemed appropriate," it continued. The suit later quotes Colby’s testimony from a separate hearing in which he said the deal was passed during a UTA executive committee meeting, which isn’t open to the public.

According to UTA’s lawsuit, Jones emailed the agency’s general manager at the time, John Inglish, on Dec. 27, to inform him an agreement had been reached and the agreement was effective Jan. 1, 2007, which it noted was nearly one full year before the deal was finally executed.

A second agreement

The other salary agreement came in 2010 and provided Jones with more benefits than a salary raise, although his salary was listed at $207,342 at that time, according to the UTA lawsuit.

UTA noted that Jones had obtained outside counsel this time around, but it alleged Jones began to “actively circumvent” the outside lawyer before a deal was reached, and instead negotiated with board members. An agreement was eventually signed by Jones and then-UTA board chairman Greg Hughes in September 2010 before the outside counsel could review the deal, the lawsuit states. The deal was also backdated to May 11, 2010.

It included an incentive bonus valued at more than $400,000 based on Jones' role in five UTA Transit-Oriented Development (TOD) projects. The projects played an “integral part of UTA’s goal to increase ridership,” Jones' lawsuit argued. In all, it increased the total value of the agreement to $1.1 million in salary and benefits, according to UTA.

Jones’ lawsuit also claims he had taken over a new responsibility as president of government resources at UTA at that time, which led to late nights and weekends spent working. It also stated UTA authorized Colby to negotiate a new contract on behalf of the agency.

Termination and legal battle

In spring 2014, Jones informed the UTA board he was planning to retire. That came at about the same time news reports began to surface about performance-based compensation, according to Jones’ lawsuit. In August that year, the Office of the Utah Legislative Auditor General published a 200-page report on UTA. The audit later led to a federal investigation into another former executive that was ultimately dropped.

UTA’s lawsuit states it included criticism of Jones’ ability to be in charge of its TOD Department while also working as general counsel, as well as his "two-for-one" retirement bonus. UTA removed Jones as its general counsel in March 2015 and the UTA board deemed the 2007 and 2010 agreements were void in June that year. The following month, he was let go as its president of governmental resources and his time at UTA was over.

Related:

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According to Jones’ lawsuit, he offered to serve as UTA’s legislative consultant and take his incentive bonuses in installments following the 2015 legislative session. It states the two sides were working out a deal when Jones was informed the previous deals were voided.

Burbidge believes that the move was "caving in to the pressure" of the investigations.

"It's amazing that after they accepted the benefits of the contract, they're looking for technicalities to try to frustrate the intent, purpose and agreement in the contract," he said. "You can't find anything more unfair and unethical than what they're doing. The notion that they're trying to turn around and suggest that he's pulled one over on the agency by signing a contract they proposed to him (is) pretty silly."

The 2007 agreement case eventually went to arbitration in 2018. The arbitrator, Young, ruled in favor of Jones. UTA argued Young was chosen without its knowledge or consent and there was no court order appointing him as arbitrator.

Both sides requested a jury trial regarding the respective lawsuits filed on Saturday. Court dates have yet to be set.

UTA is seeking to void the 2018 arbitration decision, enforce a declaration that the 2007 and 2010 agreements are void, and is seeking damages and fees related to the case.

Burbidge said he’s asking the court to accept the arbitration decision and allow arbitration to continue for the 2010 deal. He said he expects to recover all remaining money Jones would have made had the agreements not been voided by the UTA board.

"We will recover every penny that Mr. Jones earned through his devoted service, that we will defeat and total the groundless lawsuit brought against Mr. Jones and that UTA will pay the attorney fees incurred by us in both those efforts," he said.

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