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AMERICAN TOWERS OWNERS v. CCI MECHANICAL12/20/1996
from all other claims, actions, causes of action, and/or damages against Lenders which arise out of or relate to the acquisition, foreclosure, management, supervision, operation or control by Lenders.
(Emphasis added.) Under the Release, First Security and American Savings paid $100,000 to the Association, $51,807.20 of which was provided by First Security. The parties to the Release verified that they had consulted with legal counsel and were authorized to enter into the agreement.
The district court found that in consideration of the Release, First Security "paid significant consideration, gave up valuable counterclaims, and provided a release of claims against the Association." The court concluded that the Release was unambiguous, was fully enforceable, and covered the claims made in the Association's complaint.
The Association points out that the release lacks an "all-inclusive phrase such as 'all claims of any nature' " and does not mention "First Security's involvement in the construction and marketing of the project." Thus, the Association contends that the Release does not encompass the claims the Association now asserts against First Security. We disagree.
The agreement broadly releases "all other claims, actions, causes of action, and/or damages against Lenders which arise out of or relate to the acquisition, foreclosure, management, supervision, operation or control by Lenders." (Emphasis added.) The Association's brief asserts:
When First Security took title to the project its role as construction lender ceased and it became the successor owner/developer. First Security then completed construction and sold or leased its property. These are the activities which give rise to the present claims against First Security.
The Association's claims in this case "arise out of or relate to [First Security's] acquisition, foreclosure, management, supervision, operation or control" of the complex. More specifically, First Security's role in coordinating the completion of the construction and marketing of the units for sale "arose out of" and "related to" its roles in managing, supervising, and operating the complex. We conclude that the Release unambiguously applies to the Association's claims against First Security.
The Association argues that mutual mistake allows it to avoid the Release even if the Release covers First Security's potential liability for the construction deficiencies. The district court rejected this argument, concluding that due to "a sustained level of expense for mechanical and plumbing repairs for several years prior to 1989 . . . the problems with the American Towers buildings after 1989 were at most the 'unknown consequences of a known injury .' " Furthermore, the court found that there was no evidence that the parties were mistaken about any fact at the time they entered into the Release. We agree.
In Carter v. Kingsford, 557 P.2d 1005 (Utah 1976), the plaintiff suffered a neck injury resulting from a car accident. She signed a general release for $3,334.09. " he was aware of the injury, believing it was merely a severe neck strain, but was unaware of the nature or extent of her injury." Id. at 1006. After signing the release, she developed numbness in her arm and eventually required neck surgery. She then sued, seeking to avoid her release. This court distinguished between " 'an unknown injury and the unknown consequences of a known injury' where 'the former can be the basis of a mutual mistake, while the latter would be only a mistake of opinion.' " Id. (quoting Reynolds v. Merrill, 23 Utah 2d 155, 460 P.2d 323 (1969)). The court concluded that the release barred the action because the comp
Page 1 2 3 4 5 6 7 8 9 10 11 12 13 Utah Personal Injury Attorneys
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