MT Reed Const. Co. v. Virginia Metal P. Corp., 14981.

• Decision Date: 25 June 1954
• Docket Number: No. 14981.,14981.
• Citation: 213 F.2d 337
• Parties: M. T. REED CONST. CO. v. VIRGINIA METAL PRODUCTS CORP.
• Court: U.S. Court of Appeals — Fifth Circuit

213 F.2d 337 (1954)

M. T. REED CONST. CO. v. VIRGINIA METAL PRODUCTS CORP.

No. 14981.

United States Court of Appeals, Fifth Circuit.

May 24, 1954.

Rehearing Denied June 25, 1954.

William Harold Cox, Jackson, Miss., for appellant.

Charles Clark, Earl T. Thomas, Jackson, Miss., W. C. Wells, III, Jackson, Miss., Wells, Thomas & Wells, Jackson, Miss., of counsel, for appellee.

Before HOLMES and STRUM, Circuit Judges, and THOMAS, District Judge.

Rehearing Denied June 25, 1954. See 214 F.2d 127.

HOLMES, Circuit Judge.

The appellant sued the appellee in the court below for damages caused in the construction of a library building for the University of Mississippi. The claim is based on three separate and substantially identical contracts, awarded on the same day to three different contractors by the State Building Commission, for the construction of different parts of the same building. Performance of each contract was limited to 300 days. The appellee's contract was to furnish and install a metal section of steel bookstacks. Another contractor was to install the plumbing and heating. Appellant was awarded the contract for the general construction of the entire building except the electrical work and the contracts above mentioned. These contractors agreed in their respective contracts to coordinate their work and cooperate with each other so as to facilitate and expedite the completion of the building.

There was a trial of this case before a jury, resulting in a verdict for the appellant in the sum of $15,080, which the trial court set aside and thereupon rendered judgment for the appellee notwithstanding the verdict. The appellee has conceded that the jury's special verdict must be accepted as correct. It contends that appellant was at best but an incidental beneficiary of the contract between it and the state building commission, and that this renders the appellant not entitled to maintain an action on said contract. The appellee also contends that appellant's acceptance of the final payment under the terms of its contract operated as a full and complete release and discharge of all its claims against both the building commission and the appellee. The trial court held that appellant was a mere incidental beneficiary and not entitled to maintain an action against appellee on the latter's contract with the building commission; and that, by accepting final payment on its own contract, the appellant released both the building commission and the appellee from its every act relating to or arising out of this construction work.

In order to narrow the issues on this appeal, the appellee's brief agrees with statements in the brief of appellant to the effect that the decision of this case is governed by the laws of Mississippi, since federal jurisdiction depends solely upon diversity of citizenship and the requisite jurisdictional amount; that Reed well knew at all times that no suit could be maintained by anyone against the State of Mississippi; that courts can never make a contract for the parties under the guise of construing the contract, and that appellee never once receded from its position that it owed appellant no duty whatsoever under the contract between appellee and the state building commission in the circumstances mentioned and under the provisions of such contract.

Upon the facts established by the verdict of the jury, and under our interpretation of the written contract, we agree with appellant that it was a direct beneficiary of the contract of appellee with the state building commission, which obligated the appellee to cooperate with appellant and coordinate its work with that of appellant so as to enable both of them to complete their respective jobs on time. The building could not have been completed without such...