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AMERICAN TOWERS OWNERS v. CCI MECHANICAL12/20/1996
lications constituted "an unknown consequence of a known injury." Id.
The Association asserts that because the damages now claimed were "unknown at the time of the release, the parties could not have intended the release to cover the damage." The record indicates that from 1985 through 1990, the Association incurred average annual expenses of approximately $3,100 for repairs to the complex's mechanical and plumbing systems. While repair costs later jumped significantly, presumably the Association could have sued First Security for alleged defects leading to then-completed repairs. The Release indicates that in consideration of First Security's payment, the Association "did not assert other claims" that it had against First Security and released First Security from liability for all of the various roles it had played in financing and developing the complex.
A party may not rely upon mistake to avoid an agreement when "he is aware, at the time the contract is made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient." Restatement (Second) of Contracts ยง 154(b) (1981). Similarly, " his Court will not nullify a settlement contract because one of the parties would have acted differently if all the future outcomes had been known at the time of the agreement." Blackhurst v. Transamerica Ins. Co., 699 P.2d 688, 692 (Utah 1985).
Because the Association had a sustained level of plumbing and mechanical problems prior to 1989, we cannot say that the problems now claimed were "unknown" when the parties signed the broad release. The Release clearly demonstrates the Association's intent to hold First Security blameless for its activities related to the complex. This is especially true in this setting, where complex claims were negotiated between parties sophisticated in commercial transactions. Cf. In re Dow Co. Sarabond Prod. Liab. Litig., 660 F. Supp. 270, 275 (D.Colo. 1987) (noting that personal injury cases are more susceptible to being set aside). We conclude that the district court correctly granted summary judgment to First Security.
THIRD-PARTY BENEFICIARY
The district court held that the Association's "breach of contract/warranty claim fails as a matter of law because plaintiff had no privity with the contracting parties and was not an intended beneficiary of any of the contracts alleged." The Association admits that it was not a direct party to any of the construction contracts with defendants and that there was no express language in the contracts establishing an intent to confer a special benefit on the Association. Instead it argues that its status as a third-party beneficiary is a question of fact because all the parties to the contracts "understood [that] the true beneficiaries of the contract performances would be the ultimate owners of the condominium units" and because " he true intent of the parties may not be as professed in the contract."
Whether a third-party beneficiary' status exists is determined by examining a written contract. The issue can be decided on summary judgment as a question of law, and this court has frequently affirmed those legal determinations on review for correctness. See, e.g., Ron Case Roofing & Asphalt Paving, Inc. v. Blomquist, 773 P.2d 1382, 1385-86 (Utah 1989); Wasatch Bank v. Surety Ins. Co., 703 P.2d 298, 300 (Utah 1985).
The trial court correctly determined that the claim must fail as a matter of law. To have enforceable rights under the construction contracts, the Association had to establish that it was an intended beneficiary of one or more of those contracts. Ron Case Roofing, 773 P.2d at 1386. "The in
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