Can subcontractors avoid written accord and satisfaction agreements through contradictory affidavits? Traco Steel Erectors, Inc. v. Comtrol, Inc. Explained

In Traco Steel Erectors, Inc. v. Comtrol, Inc., the Utah Court of Appeals addressed whether a subcontractor could avoid a written accord and satisfaction agreement by submitting an affidavit contradicting prior deposition testimony. The case provides important guidance on contract modification, the marshaling requirement for appellate challenges, and the enforceability of interim lien waivers.

Background and Facts

Traco Steel Erectors contracted with general contractor Comtrol for steel erection work on three projects. After disputes arose over the Army Reserve Project, the parties executed Change Order 4263, which revised the contract total to $50,023.90 and contained express language stating that acceptance constituted an “accord and satisfaction” resolving all claims. Traco’s president testified in deposition that he understood the change order revised the contract amount. However, when Comtrol sought summary judgment, Traco submitted an affidavit claiming the president had mistakenly signed without understanding the revised total.

Key Legal Issues

The court addressed five main issues: (1) whether material fact issues precluded summary judgment on the accord and satisfaction claim, (2) whether the trial court properly calculated damages, (3) whether Traco could recover for unauthorized change orders, (4) the enforceability of interim lien releases, and (5) the propriety of attorney fee awards to the prevailing party.

Court’s Analysis and Holding

The court of appeals affirmed on all issues. Regarding the accord and satisfaction, the court applied the established rule that parties cannot create fact issues through affidavits that contradict deposition testimony without adequate explanation. Since Traco’s president clearly testified that he understood the change order’s effect, his subsequent contradictory affidavit could not defeat summary judgment. The court also held that interim lien waivers containing unambiguous language waiving “all rights to claims for labor and materials furnished on or before” specific dates were enforceable as written.

Practice Implications

This decision emphasizes several critical points for construction law practitioners. First, clear deposition testimony cannot be contradicted by subsequent affidavits without compelling explanations. Second, parties challenging factual findings must comprehensively marshal all evidence supporting those findings rather than simply rearguing their position. The court also clarified that interim lien waivers with plain language are enforceable according to their terms, regardless of parties’ subjective intentions about partial versus complete releases.