ACC Capital Corporation v. Ace West Foam, 420 P.3d 44

ACC sued Ace West for breach of lease involving two trailer-mounted nitrogen generators and related foam compressor units used in oil/gas operations.
After cross-motions for summary judgment were denied, the parties attended court-ordered mediation and signed a Memorandum of Understanding (MOU) outlining a settlement: ACC would pick two compressors, take possession and sell them together with two generators; a minimum aggregate sale price of $1,425,000 for the four units was stated; if the units failed to sell at that minimum, Ace West would pay ACC $125,000 as damages.
The MOU included a provision that the parties would work in good faith to prepare a “more formal settlement agreement” and a stipulation for dismissal with prejudice.
Post-mediation negotiations over a formal agreement broke down; ACC attempted to withdraw, and Ace West moved to enforce the MOU.
The district court enforced the MOU as a final, enforceable settlement (finding mutual assent, adequate consideration, and sufficiently definite terms) and rejected ACC’s fraud/mistake claim, crediting Ace West’s expert valuation over ACC’s.
On appeal, the court affirmed enforcement, holding the MOU unambiguous and enforceable and that no clear error supported voiding it for misrepresentation or mutual mistake; the summary-judgment issue was rendered moot.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the MOU executed at mediation was a final, enforceable settlement	ACC: The MOU anticipated a later formal agreement and ACC never intended the MOU to be final; post-mediation refusal to sign shows no meeting of minds	Ace West: The signed MOU unambiguously set forth material terms and reflected parties’ agreement; later formalization was ministerial	Court: MOU was unambiguous and sufficiently definite; enforceable despite language about a "more formal" agreement
Whether settlement should be voided for misrepresentation or mutual mistake about compressor value	ACC: Ace West misrepresented value (or mutual mistake existed); expert showed much lower market value so settlement induced by false valuation	Ace West: Expressed valuation but made no warranty; both sides recognized value uncertainty; MOU allocated risk via sale/shortfall mechanism	Court: No credible evidence of warranty/fraud or mutual mistake; district court’s credibility determinations sustained; settlement not voided
Challenge to denial of summary judgment	ACC: District court erred in denying summary judgment on breach issues	Ace West: Parties settled; enforcement of MOU resolves dispute	Court: Issue moot because enforceable settlement resolves case

Mid-America Pipeline Co. v. Four-Four, Inc., 216 P.3d 352 (Utah 2009) (appellate-review standard for contract interpretation)
Reese v. Tingey Constr., 177 P.3d 605 (Utah 2008) (mediation content may be considered when credible contract defenses like fraud are alleged)
Daines v. Vincent, 190 P.3d 1269 (Utah 2008) (two-step test for determining facial ambiguity and use of extrinsic evidence)
LD III, LLC v. BBRD, LC, 221 P.3d 867 (Utah Ct. App. 2009) (contract enforceability requires meeting of the minds and sufficiently definite terms)
Goodmansen v. Liberty Vending Sys., Inc., 866 P.2d 581 (Utah Ct. App. 1993) (settlement agreement principles and executory accord)