B-56990, JUNE 19, 1946, 25 COMP. GEN. 893

B-56990: Jun 19, 1946

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ON THE GROUND THAT THE RELEASE WAS EXECUTED THROUGH MUTUAL MISTAKE IN THAT THE PARTIES UNDERSTOOD AT THE TIME THAT NO RETROACTIVE WAGE PAYMENTS WOULD BE REQUIRED. 1946: REFERENCE IS MADE TO YOUR LETTER OF APRIL 4. AS FOLLOWS: THERE IS ENCLOSED A CLAIM FOR $15. THE CLAIM IS ACCOMPANIED BY SUPPORTING EXHIBITS AND IS SUBMITTED FOR ADVANCE DECISION WITH RECOMMENDATION THAT PAYMENT BE ALLOWED IF PROPER UNDER THE TERMS OF THE CONTRACT. WORK UNDER THE ORIGINAL CONTRACT WAS COMPLETED JANUARY 1. WORK UNDER CHANGE ORDER NO. 1 WAS COMPLETED JULY 27. WAS EFFECTED UNDER ADJUSTMENT OF COMPENSATION NO. 1. UNDER CHANGE ORDER NO. 2 WAS EFFECTED UNDER ADJUSTMENT OF COMPENSATION NO. 2. THE CLAIM FOR CONSIDERATION HERE ARISES OUT OF THE FOLLOWING CIRCUMSTANCES: (A) WAGE RATES FOR THE KESWICK DAM AND POWER PLANT WERE UNDER CONSIDERATION BY THE WAR LABOR BOARD AT THE TIME ORDER FOR CHANGES NO. 1 WAS NEGOTIATED.

B-56990, JUNE 19, 1946, 25 COMP. GEN. 893

CONTRACTS - RELEASED - REFORMATION FOR MUTUAL MISTAKE WHERE THE GOVERNMENT HAS BEEN RELEASED FROM "ANY AND ALL CLAIMS AND DEMANDS" ARISING OUT OF THE WORK REQUIRED BY A CONTRACT CHANGE ORDER CONTAINING A LABOR ESCALATOR CLAUSE, THE FACT THAT THE NATIONAL WAR LABOR BOARD THEREAFTER REVERSED ITS PRIOR DECISION DENYING A WAGE INCREASE TO THE CONTRACTOR'S EMPLOYEES AND REQUIRED THE CONTRACTOR TO MAKE RETROACTIVE WAGE PAYMENTS AFFORDS NO BASIS FOR REFORMING THE RELEASE, SO AS TO AUTHORIZE PAYMENT TO THE CONTRACTOR OF ADDITIONAL COSTS RESULTING FROM THE WAGE ADJUSTMENTS, ON THE GROUND THAT THE RELEASE WAS EXECUTED THROUGH MUTUAL MISTAKE IN THAT THE PARTIES UNDERSTOOD AT THE TIME THAT NO RETROACTIVE WAGE PAYMENTS WOULD BE REQUIRED.

COMPTROLLER GENERAL WARREN TO THE SECRETARY OF THE INTERIOR, JUNE 19, 1946:

REFERENCE IS MADE TO YOUR LETTER OF APRIL 4, 1946, AS FOLLOWS:

THERE IS ENCLOSED A CLAIM FOR $15,669.76 UNDER CONTRACT SYMBOL NO. 12R- 13239, DATED AUGUST 9, 1941, AND ENTERED INTO BETWEEN THE UNITED STATES AND THE GUY F. ATKINSON CONSTRUCTION COMPANY AND W. E. KIER CONSTRUCTION COMPANY FOR THE CONSTRUCTION OF KESWICK DAM AND POWER PLANT, KENNETT DIVISION, CENTRAL VALLEY PROJECT, CALIFORNIA. THE CLAIM IS ACCOMPANIED BY SUPPORTING EXHIBITS AND IS SUBMITTED FOR ADVANCE DECISION WITH RECOMMENDATION THAT PAYMENT BE ALLOWED IF PROPER UNDER THE TERMS OF THE CONTRACT.

THE CONTRACT HERE INVOLVED PROVIDED FOR THE CONSTRUCTION OF THE BASE OF KESWICK DAM AND THE POWERHOUSE FOUNDATION. A SUPPLEMENTAL CONTRACT NEGOTIATED UNDER AUTHORITY OF THE FIRST WAR POWERS ACT OF 1941 AND DESIGNATED " CHANGE ORDER NO. 1," REQUIRED CONSTRUCTION OF KESWICKDAM TO ITS FULL HEIGHT AND THE CONSTRUCTION OF THE POWERHOUSE SUPERSTRUCTURE TO THE LEVEL OF THE GENERATOR/ROOM FLOOR. WORK UNDER THE ORIGINAL CONTRACT WAS COMPLETED JANUARY 1, 1943. WORK UNDER CHANGE ORDER NO. 1 WAS COMPLETED JULY 27, 1943. ALL WORK ON KESWICK DAM AND POWER PLANT SINCE THE LATTER DATE HAS BEEN UNDER A FURTHER SUPPLEMENTAL CONTRACT DESIGNATED " CHANGE ORDER NO. 2.'

CHANGE ORDER NO. 2 DIRECTED COMPLETION OF ALL CONCRETE CONSTRUCTION EXCEPT SECOND-STAGE AND LIGHT-WEIGHT CONCRETING AND CONCRETE FLOOR FINISHING. IT ALSO REQUIRED THE PLACING OF IMBEDDED METAL WORK AND THE CONSTRUCTION OF ROOFS IN THE POWERHOUSE SUPERSTRUCTURE AS WELL AS CONSTRUCTION OF THE ELEVATOR TOWER AND OTHER RELATED STRUCTURE DOWNSTREAM FROM THE POWERHOUSE SECTION OF THE DAM.

PAYMENT TO THE CONTRACTOR FOR UNCOMPENSATED COSTS INCURRED FOR WORK PRIOR TO JULY 27, 1943, WAS EFFECTED UNDER ADJUSTMENT OF COMPENSATION NO. 1. PAYMENT FOR ALL WORK DONE AFTER JULY 27, 1943, UNDER CHANGE ORDER NO. 2 WAS EFFECTED UNDER ADJUSTMENT OF COMPENSATION NO. 2, AND COVERED ALL COSTS UP TO COMPLETION OF THE WORK EXCEPT THE CLAIM HERE PRESENTED INVOLVING A RETROACTIVE WAGE ADJUSTMENT ORDERED BY THE WAR LABOR BOARD SUBSEQUENT TO COMPLETION OF THE WORK.

THE CLAIM FOR CONSIDERATION HERE ARISES OUT OF THE FOLLOWING CIRCUMSTANCES:

(A) WAGE RATES FOR THE KESWICK DAM AND POWER PLANT WERE UNDER CONSIDERATION BY THE WAR LABOR BOARD AT THE TIME ORDER FOR CHANGES NO. 1 WAS NEGOTIATED. BECAUSE OF THE UNCERTAINTY OF THE WAGE RATES FOR THIS WORK, AN ESCALATOR CLAUSE TO COVER 80 PERCENT OF ANY INCREASES IN THE COST OF LABOR WAS INCLUDED IN THE ORDER. SUBSEQUENTLY, EXECUTIVE ORDER NO. 9250 WAS ISSUED PROVIDING THAT THE " NATIONAL WAR LABOR BOARD SHALL NOT APPROVE ANY INCREASE IN WAGE RATES PREVAILING ON SEPTEMBER 15, 1942.'

(B) ON DECEMBER 4, 1942, THE CONTRACTOR AND THE SHASTA COUNTY BUILDING TRADES COUNCIL PETITIONED THE TENTH REGIONAL WAR LABOR BOARD FOR PERMISSION TO PAY INCREASED WAGES IN ACCORDANCE WITH AN AGREEMENT BETWEEN THEM.

(C) ON MARCH 21, 1943, THE WAGE STABILIZATION DIVISION OF THE TENTH REGIONAL WAR LABOR BOARD APPROVED KESWICK DAM WAGE INCREASES, AND ON APRIL 7, 1943 THESE WAGE INCREASES WERE PLACED IN EFFECT ON THE ATKINSON-KIER CONTRACT.

(D) ON APRIL 27, 1943, PAYMENT OF APPROVED WAGE RATES WAS STOPPED BECAUSE THE CASE HAD BEEN REOPENED BY THE TENTH REGIONAL WAR LABOR BOARD THROUGH ITS OWN MOTION ON APRIL 19, 1943. ON JUNE 12, 1943, THE TENTH REGIONAL WAR LABOR BOARD REVERSED ITS EARLIER DECISION OF MARCH 21, AND DECLINED APPROVAL OF THE AGREED WAGE INCREASES.

(E) UNDER DATE OF JULY 12, 1943, ORDER FOR CHANGES NO. 2 WAS ISSUED TO PROVIDE FOR CONTINUED WORK ON KESWICK DAM AND POWER PLANT. SUBSEQUENTLY, ON JULY 21, AN APPEAL WAS MADE TO THE NATIONAL WAR LABOR BOARD TO REVIEW THE TENTH REGIONAL WAR LABOR BOARD FINDING OF JUNE 12, 1943. ON AUGUST 7, 1943, THIS APPEAL TO THE NATIONAL WAR LABOR BOARD WAS DENIED.

(F) ADJUSTMENT OF COMPENSATION NO. 1 UNDER ORDER FOR CHANGES NO. 1 WAS ISSUED UNDER DATE OF SEPTEMBER 14, 1943. INCLUDED IN THIS ADJUSTMENT OF COMPENSATION WAS A RELEASE AS FOLLOWS:

"IN CONSIDERATION OF THIS ADJUSTMENT AND BY YOUR ACCEPTANCE THEREOF, YOU HEREBY RELEASE THE UNITED STATES FROM ANY AND ALL CLAIMS AND DEMANDS ARISING OUT OF SAID CONTRACT, AS AMENDED, OR THE PERFORMANCE OF THE WORK THEREUNDER TO AND INCLUDING JULY 27, 1943.'

(G) IN VIEW OF THE ACTION OF THE NATIONAL WAR LABOR BOARD ON THE APPEAL FROM THE TENTH REGIONAL WAR LABOR BOARD FINDINGS IT WAS CONCLUDED THAT THE PROPOSED INCREASED WAGE RATES WOULD NOT BE ALLOWED OR REQUIRED. THE CONTRACTOR THEREUPON EXECUTED THE RELEASE UNDER ADJUSTMENT OF COMPENSATION NO. 1, ORDER FOR CHANGES NO. 1, AS NOTED IN (F) ABOVE. SUBSEQUENTLY, ON NOVEMBER 21, 1944, THE WAR LABOR BOARD AGAIN REVERSED ITS DECISION AND ORDERED RETROACTIVE PAYMENT OF THE NEGOTIATED WAGE INCREASES.

(H) PAYMENT OF THE RETROACTIVE WAGE INCREASES WAS DELAYED UNTIL SUCH TIME AS THE BOARD OF ECONOMIC STABILIZATION SHOULD RULE ON THE CASE. BY LETTER DATED MAY 3, 1945, THE TENTH REGIONAL WAR LABOR BOARD ADVISED THE CONTRACTOR THAT THE BOARD OF ECONOMIC STABILIZATION HAD ORDERED THESE RETROACTIVE WAGE PAYMENTS TO BE MADE.

(I) THE CONTRACTOR HAS SINCE THAT TIME ATTEMPTED TO CONTACT ALL WORKERS AND EFFECT THE RETROACTIVE WAGE PAYMENTS AS REQUIRED, AND ITS CLAIM AS SUBMITTED WITH THE LETTER OF NOVEMBER 12, COVERS THE PAYMENTS MADE TO THAT DATE, PLUS THE DIRECT COSTS OF THE NECESSARY OFFICE COSTS INVOLVED IN THIS DISBURSEMENT.

IN VIEW OF THE FACT THAT THE RELEASE EXECUTED IN CONNECTION WITH ADJUSTMENT OF COMPENSATION NO. 1 WAS MADE WITH THE UNDERSTANDING BY BOTH PARTIES THAT THE RETROACTIVE WAGE ADJUSTMENTS WOULD NOT BE REQUIRED, AND INASMUCH AS THE ESCALATOR CLAUSE UNDER ORDER FOR CHANGES NO. 1 CONTEMPLATED REIMBURSEMENT OF 80 PERCENT OF ANY INCREASED LABOR COSTS RESULTING FROM AUTHORIZED WAGE INCREASES FOR THE WORK UNDER THE ORDER, IT IS MY OPINION, FROM AN ADMINISTRATIVE CONSIDERATION OF THE CLAIM PRESENTED THAT THE CONTRACTOR IS ENTITLED TO AND SHOULD BE PAID 80 PERCENT OF THE ADDITIONAL COSTS RESULTING FROM RETROACTIVE WAGE ADJUSTMENTS REQUIRED UNDER THE RULING OF THE WAR LABOR BOARD MADE SUBSEQUENT TO THE DATE OF THE EXECUTION OF THE RELEASE.

IT IS MY OPINION THAT THE RELEASE MAY BE CONSIDERED AS WITHOUT EFFECT FOR HAVING BEEN EXECUTED UNDER A MUTUAL MISTAKE OF THE PARTIES TO THE CONTRACT. I SHOULD APPRECIATE BEING ADVISED WHETHER YOUR OFFICE WOULD FEEL OBLIGED IN THE CIRCUMSTANCES TO TAKE EXCEPTION TO PAYMENT TO THE CONTRACTOR OF THE AMOUNT DUE.

IT APPEARS THAT ADJUSTMENT OF COMPENSATION NO. 1 PROVIDED FOR THE PAYMENT TO THE CONTRACTOR OF THE SUM OF $117,056, REPRESENTING AN AMOUNT CLAIMED FOR ADDITIONAL COSTS STATED TO HAVE BEEN INCURRED IN CONNECTION WITH THE MAINTENANCE OF ITS ORGANIZATION DURING THE PERIOD OF A CURTAILED CONSTRUCTION PROGRAM IMPOSED BY ORDERS OF THE WAR PRODUCTION BOARD AND IN CONNECTION WITH PREPARATIONS MADE NECESSARY FOR THE PERFORMANCE OF THE WORK UNDER ORDER FOR CHANGES NO. 2. ALSO, WITH RESPECT TO PAYMENTS OTHERWISE DUE THE CONTRACTOR, THE ADJUSTMENT PROVIDED THAT THE SUM OF $25,000 WAS TO BE RETAINED UNTIL ALL WORK UNDER ORDER FOR CHANGE NO. 2 INCLUDING CLEAN-UP OF THE SITE, WAS COMPLETED.

SINCE THE WORK REQUIRED UNDER ORDER FOR CHANGES NO. 1 WAS COMPLETED ON JULY 27, 1943, THE RELEASE EXECUTED IN CONNECTION WITH THE SAID ADJUSTMENT --- PROVIDING, AS IT DOES, FOR THE RELEASE OF THE UNITED STATES FROM "ANY AND ALL CLAIMS AND DEMANDS ARISING OUT OF SAID CONTRACT, AS AMENDED, ON THE PERFORMANCE OF THE WORK THEREUNDER TO AND INCLUDING JULY 27, 1943"--- CLEARLY SHOWS AN INTENTION TO EXTINGUISH ANY AND ALL LIABILITY ON THE PART OF THE UNITED STATES ARISING OUT OF THE CONTRACT, AS AMENDED BY ORDER FOR CHANGES NO. 1, AND FOR THE VARIOUS COSTS INCURRED IN MAKING PREPARATIONS TO PERFORM THE WORK REQUIRED UNDER ORDER FOR CHANGES NO. 2 UP TO AND INCLUDING JULY 27, 1943, WITH CERTAIN EXCEPTIONS NOT HERE INVOLVED.

IT HAS BEEN HELD MANY TIMES BY THE COURTS AND ACCOUNTING OFFICERS OF THE GOVERNMENT THAT THE EXECUTION OF A RELEASE OF THE NATURE OF THE ONE HERE INVOLVED PRECLUDES A CONTRACTOR FROM THEREAFTER PRESENTING ANY CLAIM ARISING OUT OF THE TRANSACTION INVOLVED, EXCEPT SUCH CLAIMS AS MAY HAVE BEEN SPECIFICALLY EXCEPTED BY THE TERMS OF THE RELEASE. SEE UNITED STATES V. WM. CRAMP AND SONS SHIP AND ENGINE BUILDING COMPANY, 206 U.S. 118; PELTON WATER WHEEL COMPANY V. UNITED STATES, 55 C. CLS 31; C. R. WILSON BODY COMPANY V. UNITED STATES, 59 C. CLS. 611; 3 COMP. GEN. 380; 15 ID. 939; AND 23 ID. 632. IN THE WILLIAM CRAMP AND SONS COMPANY CASE, THE COURT SAID (PAGE 28) THAT ,STIPULATIONS OF KIND ARE NOT TO BE SHORN OF THEIR EFFICIENCY BY ANY NARROW, TECHNICAL, AND CLOSE CONSTRUCTION. THE GENERAL LANGUAGE "ALL AND ALL-MANNER OF DEBTS," ETC., INDICATES A PURPOSE TO MAKE AN ENDING OF EVERY MATTER ARISING UNDER OR BY VIRTUE OF THE CONTRACT. IF PARTIES INTEND TO LEAVE SOME THINGS OPEN AND UNSETTLED, THEIR INTENT SO TO DO SHOULD BE MADE MANIFEST.'

ALSO, WHILE A RELEASE, LIKE ANY CONTRACTUAL OBLIGATION, HAS FOR ITS PRIMARY RULE OF CONSTRUCTION THE INTENTION OF THE PARTIES, IT HAS BEEN HELD THAT SUCH INTENTION MUST BE ASCERTAINED FROM THE WORDS USED IN THE INSTRUMENT, AND NOT FROM MATTERS DEHORS THE WRITING. IN RE ATWATER ET AL., 266 F. 278, AFFIRMED 254 U.S. 423; HOUSTON V. TROWER, 297 F. 558; RADOVSKY V. WEXLER ET AL., 273 MASS. 253, 173 N.E. 409. MOREOVER, WHILE RELEASES GENERALLY ARE TO BE CONSTRUED AS LIMITED IN THEIR OPERATION TO CLAIMS AND DEMANDS CONTEMPLATED BY THE PARTIES AT THE TIME OF EXECUTION, IT IS WELL ESTABLISHED THAT A RELEASE CONFINED TO CLAIMS ARISING FROM OR RELATING TO A SPECIFIC MATTER OPERATES TO RELEASE ALL THE PARTICULAR CLAIMS AND DEMANDS PROPERLY EMBRACED IN THE SPECIFICATIONS. 53 C. J. 1266. AND THIS MAY BE TRUE EVEN THOUGH CERTAIN PARTICULAR CLAIMS EMBRACED WITHIN THE TERMS OF SUCH A RELEASE WERE UNKNOWN AT THE TIME OF ITS EXECUTION, OR WERE DEPENDENT UPON CONTINGENCIES. IN THE CASE OF RADOVSKY V. WEXLER, ET AL., SUPRA, THE COURT SAID:

* * * A GENERAL RELEASE OF ALL DEMANDS EMBRACES EVERYTHING INCLUDED WITHIN ITS TERMS, EVEN THOUGH SOME OF THE MATTERS MAY NOT HAVE BEEN IN THE MINDS OF THE PARTIES OR PARTICULARLY CONTEMPLATED AT THE TIME. HYDE V. BALDWIN, 17 PICK, 303, 307; DUNBAR V. DUNBAR, 5 GRAY, 103. AN EXISTING OBLIGATION OR CONTRACT RIGHT BETWEEN THE PARTIES, ALTHOUGH EXECUTORY OR IN SOME RESPECTS DEPENDENT UPON CONTINGENCIES THAT MIGHT NEVER HAPPEN, IS ONE THAT CAN BE RELEASED. * * *

ALSO, IT HAS BEEN HELD THAT TO SUSTAIN AN ATTACK UPON A GENERAL RELEASE EXECUTED BY EXPERIENCED PERSONS DEALING AT ARM'S LENGTH, ON THE GROUND THAT BROAD TERMS WERE USED BY MUTUAL MISTAKE, CLEAR AND SATISFACTORY EVIDENCE IS REQUIRED OF A MISTAKE ON BOTH SIDES. SOUTHERN COTTON OIL CO. V. UNITED STATES, 84 F.2D 509. FURTHERMORE, AS A CONDITION PRECEDENT TO THE REFORMATION OF A RELEASE, THERE WOULD APPEAR FOR APPLICATION THE RULE STATED WITH REFERENCE TO THE REFORMATION OF CONTRACTS GENERALLY THAT, BEFORE A CONTRACT MAY BE REFORMED TO EXPRESS THE PARTIES' TRUE AGREEMENT, THEY MUST HAVE SO AGREED. HUNT V. TRIPLEX SAFETY GLASS CO. OF NORTH AMERICA, 60 F.2D 92. MOREOVER, THE COURTS HAVE HELD THAT, IN ORDER TO INVALIDATE A RELEASE ON ACCOUNT OF A MUTUAL MISTAKE, THE MISTAKE MUST RELATE TO A PAST OR PRESENT FACT MATERIAL TO THE CONTROVERSY AND NOT TO AN OPINION RESPECTING FUTURE CONDITIONS AS RESULTS OF PRESENT FACTS. TATMAN V. PHILADELPHIA B. AND W.R. CO., ( COURT OF CHANCERY, DELAWARE), 85 ATL. 716, 718. ALSO, SEE CHICAGO AND N.W. RY. CO. V. WILCOX, 116 F. 913, WHEREIN THE COURT STATED THAT--- EVERYONE WHO CONTRACTS IN RELIANCE UPON OPINIONS OR BELIEFS CONCERNING THEM KNOWS THAT THESE OPINIONS AND BELIEFS ARE CONJECTURAL, AND MAKES HIS AGREEMENT IN VIEW OF THE WELL-KNOWN FACT THAT THEY MAY TURN OUT TO BE MISTAKEN, AND ASSUMES THE CHANCES THAT THEY WILL DO SO.

WITH RESPECT TO THE CONSIDERATION GENERALLY OF CLAIMS OF THE TYPE HERE PRESENTED, IN A DECISION PUBLISHED IN 23 COMP. DEC. 424, IT WAS STATED THAT:

* * * THE PROBABILITY OF UNKNOWN MISTAKES ON EITHER SIDE, IN COMPUTING THE AMOUNT TO BE PAID, WOULD BE ONE OF THE VERY REASONS FOR INCLUDING IT IN THE LEGAL EFFECT OF THE RELEASE, RATHER THAN OF EXCLUDING IT THEREFROM, OTHERWISE NOTHING WOULD BE SETTLED AND ITS SUBSTANTIAL LEGAL EFFECT WOULD BE GONE--- THAT THE VERITY OF THE FACTS WAS TO BE TAKEN AS THEN STATED AND THAT THE PARTIES HAD AGREED ON ALL THAT WAS TO BE PAID AND TO FOREVER PUT IT OUT OF POWER TO COMPEL THE PAYMENT OF ANYTHING MORE.

IN THE PRESENT CASE, IT IS STATED THAT THE RELEASE WAS EXECUTED THROUGH MUTUAL MISTAKE OF THE PARTIES IN THAT THEY MUTUALLY UNDERSTOOD THAT NO RETROACTIVE WAGE PAYMENTS WOULD BE REQUIRED IN VIEW OF THE DECISION RENDERED ON AUGUST 7, 1943, BY THE NATIONAL WAR LABOR BOARD. HOWEVER, IT SEEMS OBVIOUS THAT SUCH A MISTAKEN BELIEF DID NOT CONCERN ANY PAST OR PRESENT FACT WHICH THE LAW RECOGNIZES AS CONSTITUTING A BASIS FOR THE GRANTING OF RELIEF ON ACCOUNT OF MUTUAL MISTAKE. ALSO, THE RECORD CONTAINS NOTHING TO SHOW THAT THERE WAS ANY AGREEMENT BETWEEN THE PARTIES THAT, IN THE EVENT THE RETROACTIVE WAGE PAYMENTS SUBSEQUENTLY WERE REQUIRED, THE CONTRACTORS WOULD BE ENTITLED TO RECOVER ANY PART THEREOF UNDER THE TERMS OF ORDER FOR CHANGES NO. 1. RATHER, IT APPEARS FROM THE CONTRACTORS' LETTER OF NOVEMBER 12, 1945--- ENCLOSED WITH YOUR LETTER--- THAT THE POSSIBILITY OF MAKING SUCH RETROACTIVE PAYMENTS WAS FULLY CONSIDERED BY BOTH PARTIES AT THE TIME THE RELEASE WAS EXECUTED AND, UNDER THESE CIRCUMSTANCES, THE EXECUTION OF THE RELEASE MUST BE CONSIDERED AS HAVING BEEN EXECUTED WITH THE KNOWLEDGE THAT IT WOULD LEGALLY BAR ANY FUTURE OR CONTINGENT CLAIM ARISING OUT OF THE WORK PERFORMED UP TO AND INCLUDING JULY 27, 1943. IN OTHER WORDS, A REVIEW OF THE ENTIRE RECORD DISCLOSES THAT THERE WAS TO ALL INTENTS AND PURPOSES A DIRECT ASSUMPTION BY THE CONTRACTOR OF THE RISKS AND CONSEQUENCES ATTENDING THE EXECUTION OF THE RELEASE, AND THE FACT THAT IT SUBSEQUENTLY DEVELOPED THAT THE RETROACTIVE WAGE PAYMENTS WERE REQUIRED AFFORDS NO PROPER BASIS FOR REFORMING THE RELEASE ON THE GROUND THAT IT WAS EXECUTED UNDER A MUTUAL MISTAKE OF THE/PARTIES.

ACCORDINGLY, YOU ARE ADVISED I AM OF THE VIEW THAT THE TERMS OF THE RELEASE ARE CONCLUSIVE AS TO THE RIGHTS OF THE PARTIES AND, CONSEQUENTLY, THAT THIS OFFICE WOULD BE REQUIRED TO TAKE EXCEPTION TO THE PAYMENT OF ANY AMOUNT ON ACCOUNT OF THE RETROACTIVE WAGE PAYMENTS HERE IN QUESTION.