Centric Corp. v. Drake Bldg. Corp.

• Decision Date: 17 October 1986
• Docket Number: No. 85-50,85-50
• Citation: 726 P.2d 1047
• Parties: 3 UCC Rep.Serv.2d 614 CENTRIC CORPORATION, a Colorado corporation, Appellant (Defendant), v. DRAKE BUILDING CORPORATION, a Colorado corporation, Appellee (Defendant), Reichhold Chemicals, Inc., and Kaiser, Inc. (Defendants).
• Court: Wyoming Supreme Court

Page 1047

726 P.2d 1047

3 UCC Rep.Serv.2d 614

CENTRIC CORPORATION, a Colorado corporation, Appellant (Defendant), v. DRAKE BUILDING CORPORATION, a Colorado corporation, Appellee (Defendant) Reichhold Chemicals, Inc., and Kaiser, Inc. (Defendants).

No. 85-50.

Supreme Court of Wyoming.

Oct. 17, 1986.

J.N. Murdock, Reeves & Murdock, Casper, for appellant.

Daniel M. Fowler and Colin C. Campbell, Wood, Ris & Hames, P.C., Denver, Colo., and John D. Rossetti, Greenhalgh, Bussart, West & Rossetti, Rock Springs, for appellee.

Before THOMAS, C.J., ROONEY ^* and BROWN, JJ., and GUTHRIE and RAPER, JJ., Retired.

THOMAS, Chief Justice.

The most intriguing question presented in this case is the proposition advanced by the appellee, Drake Building Corporation, to support the decision of the district court that the Wyoming statutes providing for contribution among joint tortfeasors constitute an exclusive remedy which forecloses a buyer of goods from pursuing remedies under the Uniform Commercial Code. Other questions presented by the parties encompass the existence of and pleading of warranty theories by Centric Corporation; whether there exists a binding and final adjudication of these claims; and whether Centric's right to recover for warranties is barred by the provisions of § 30-1-131, W.S.1977.

This case arises out of the same factual situation involved in Kirby Building Systems v. Mineral Explorations Company, Wyo., 704 P.2d 1266 (1985), and the underlying facts are outlined in the court's opinion in that case. The action initially was brought by the owners of the Sweetwater Uranium Mill to recover damages arising from a fire in one of the structures erected for the mill. Centric Corporation, pursuant to a subcontract with the firm that had agreed to furnish engineering, procurement and construction services for the mill, agreed to furnish pre-engineered, metal buildings to house the mill facilities and equipment. The specifications required that these buildings be lined with fiberglass panels which, according to the specifications, were to be fire resistant. Centric Corporation purchased the buildings and the liner panels from Kirby Building Systems through Drake Building Corporation, a franchisee of Kirby. A fire destroyed the building after the fiberglass liner panels caught fire from a spark from a welder. The owners then filed an action against a number of firms involved in the construction of the building including Centric Corporation and Drake Building Corporation. The damages which resulted from the fire were found by the jury to be $8,392,216.90. The defendants cross-claimed against one another, and prior to trial the district court ruled that the main action would proceed only on a negligence theory. It was the trial court's view that negligence essentially encompassed the alternative theories of breach of warranty, breach of contract, and strict liability of tort asserted by the plaintiffs.

Centric and Drake moved for summary judgment on their respective cross-claims against one another. The court did not rule on the motions until after the case of the plaintiffs had proceeded to trial on the negligence theory. In that action, Drake was found to be 35% negligent, and Centric was found to be 20% negligent. The result of that case was affirmed in Kirby Building Systems v. Mineral Explorations Company, supra. Because Drake had settled with the plaintiffs in accordance with the provisions of the contribution among joint tortfeasors statute, it was not responsible for any contribution to the negligence judgment obtained by the plaintiffs. While the appeal from the judgment entered upon the jury verdict was pending in this court and the record was present here the district judge ordered the parties to submit briefs in support of their respective summary judgment motions on the cross-claims.

The district court then ruled that there were no claims for contribution from parties who had settled for common-law indemnity or for contractual indemnity. The district judge noted that he could not determine from the record whether contract and breach of warranty claims had been pleaded by Centric against Drake, but he recognized that Drake relied upon the prior ruling of the court to the effect that warranty claims were subsumed by the negligence claim. The court thereupon entered a summary judgment in favor of Drake with respect to Centric's cross-claim. Centric has appealed from the summary judgment.

In its brief in chief, Centric presents the following issues for the court to determine:

"I. THE TRIAL COURT ERRED AS A MATTER OF LAW IN FINDING THAT CENTRIC HAD NO CONTRACTUAL CLAIMS FOR BREACH OF WARRANTY

"A. The Contract Existing Between Drake Building and Centric Established An Express Warranty And Implied Warranties Which Were Breached When Drake Building Delivered To Centric Fiberglass Panels That Did Not Meet Or Conform To The Specifications Of A Fire Retardant Found in Section 8.2.1 Of The Specifications.

"B. The Contributory Negligence of Centric Does Not Prevent A Recovery By Centric Under The Wyoming Uniform Commercial Code.

"C. Centric's Right of Recovery Against Drake Building Under the Wyoming Uniform Commercial Code Is Not Barred By The Provisions of Section 30-1-131 Of the Wyoming Statutes.

"D. Centric's Cross-claim Was Not Adjudicated By The Trial Court's Order of January 13, 1984, Or, Alternatively If Such Adjudication Occurred, The Trial Court Erred As A Matter Of Law.

"E. Drake Building Should Not Have Been Surprised By The Claims for Breach of Warranties As The Pleadings Were Adequate To Put The Appellee On Notice Of Such Claims.

"II. THE TRIAL COURT ERRED IN GRANTING DRAKE BUILDING'S MOTION FOR SUMMARY JUDGMENT AS TO CENTRIC'S CLAIM FOR INDEMNITY

"A. The Finding Of The Jury In The Underlying Case That Centric Was Negligent Does Not Preclude Centric From Recovery Against Drake Building For Indemnity.

"B. The Provisions of Section 30-1-131 Are Inapplicable And Do Not Otherwise Affect The Right Of Centric To Recover Against Drake Building."

Drake in its brief of appellee states the issues to be:

"II. THE TRIAL COURT DID NOT ERR IN HOLDING THAT CENTRIC HAD NO WARRANTY CLAIMS

"A. Centric's Warranty Claims are Barred Under The Wyoming Contribution Act.

"B. Warranty Claims Were Properly Dismissed on the Factual Record Before the Court.

"III. THE TRIAL COURT DID NOT ERR IN GRANTING SUMMARY JUDGMENT ON CENTRIC'S CLAIM FOR INDEMNITY

"A. Centric's Claim for Common Law Indemnity is Barred By The Court's Finding of Centric's Active Negligence.

"B. Centric's Indemnity Claim is Barred By the Provisions of W.S., § 30-1-131 (1977).

"C. Centric May Not Assert a Claim for Partial Common Law Indemnity."

In its reply brief, Centric argues:

"I. THE TRIAL COURT ERRED IN GRANTING DRAKE BUILDING'S MOTION FOR SUMMARY JUDGMENT WITH REGARD TO CENTRIC'S WARRANTY CLAIMS AS THERE EXISTED GENUINE ISSUES OF MATERIAL FACT

"A. The Specifications Required That the Provisions of Section 8.2.1 Be Met, Drake Building Was Aware of Such Specifications and Understood that Compliance was Required Under the Contract.

"B. Centric Bargained For Compliance With the Specifications, Including Those Contained in Section 8.2.1.

"II. SETTLEMENT UNDER SECTION 1-1-113(a)(ii), W.S., 1977, DOES NOT BAR CENTRIC'S WARRANTY CLAIMS GRANTED UNDER THE WYOMING UNIFORM COMMERCIAL CODE"

We are satisfied that the only issues to be addressed are:

I. Did Centric appropriately plead warranty and contract theories against Drake?

II. Is Centric foreclosed from its claim for breach of warranty by virtue of the statutes relating to contribution among tortfeasors?

III. Is Centric foreclosed by the provisions of § 30-1-131, W.S.1977? ¹ In the pleadings we find the following language encompassed in Centric's cross-claim against Drake:

" * * * Claims have been asserted against Centric Corporation in the above-captioned matter and without admitting the allegations directed against Centric therein, such allegations are incorporated herein. * * *

" * * * Centric realleges all the allegations contained above and further alleges:

"1. Drake Building Corporation is in the business of selling building materials. If it is determined that the material incorporated in Plaintiff's building was defective or failed to conform to the aforementioned specifications, then Drake, was negligent in failing to properly arrange for the ordering and shipping of materials to the job site which would conform to such specifications or would otherwise not be defective.

"2. Drake Building Corporation entered into a contract with Centric, on or about January 24, 1978 wherein it agreed to furnish certain buildings to the job site which would comply with the specifications, aforementioned. If the material shipped was defective or otherwise failed to meet such specifications, then Drake Building Corporation breached this agreement.

"3. If it is determined that materials furnished were defective or failed to conform to the specifications, then such failure is due to the negligence and breach of contract of Drake.

"WHEREFORE, Centric seeks contribution and indemnification, including attorney's fees from Drake Building Corporation, and such other and further relief deemed appropriate."

We conclude that these allegations are sufficient within the requirements of Rule 8, W.R.C.P., to place them in issue in the case. Among the provisions found in Rule 8, W.R.C.P., as they have been construed by the court, are the following:

(1) Rule 8(a)(1), only requires a cross-claim to contain, "a short and plain statement of the claim showing that the pleader is entitled to relief."

(2) Rule 8(a)(2), provides that a demand for relief shall be included.

(3) Rule 8(e)(1), provides that: "Each averment of a pleading shall be simple, concise, and direct. No technical forms of pleading or motions are required." See Guggenmos v. Tom Searl-Frank McCue, Inc., Wyo., 481 P.2d 48, 51 (1971) ("technical forms of...