Clark-Fitzpatrick, Inc./Franki Foundation Co. v. Gill

• Decision Date: 29 December 1994
• Docket Number: INC,CLARK-FITZPATRIC,Nos. 93-258-A,s. 93-258-A
• Citation: 652 A.2d 440
• Parties: /FRANKI FOUNDATION CO., A Joint Venture v. Matthew J. GILL et al. CONSOLIDATED PRESTRESSED CONCRETE, INC. v./FRANKI FOUNDATION CO., A Joint Venture, et al. ppeal, 94-81-Appeal.
• Court: Rhode Island Supreme Court

Page 440

652 A.2d 440

CLARK-FITZPATRICK, INC./FRANKI FOUNDATION CO., A Joint Venture v. Matthew J. GILL et al.

CONSOLIDATED PRESTRESSED CONCRETE, INC. v. CLARK-FITZPATRICK, INC./FRANKI FOUNDATION CO., A Joint Venture, et al.

Nos. 93-258-Appeal, 94-81-Appeal.

Supreme Court of Rhode Island.

Dec. 29, 1994.

Michael P. DeFanti, Providence, for Clark-Fitzpatrick, Inc.

Stephen Fanning, Providence, for Consolidated Prestressed Concrete, Inc.

Lauren E. Jones, Caroline Cole Cornwell, Jones Associates, Joseph A. Kelly, Marc DeSisto, Providence, for defendant.

OPINION

MURRAY, Justice.

This matter is before us on appeal by the Rhode Island Department of Transportation (state or DOT) and on cross-appeal by Clark-Fitzpatrick, Inc./Franki Foundation Co., a joint venture (CFF), and Consolidated Prestressed Concrete, Inc. (CPC), from two Superior Court judgments entered against the state for damages arising from the construction of the Jamestown-Verrazzano Bridge. For the reasons that follow, the state's appeal is sustained in part and denied in part, and the cross-appeals of CFF and CPC are denied and dismissed.

We have gleaned the following facts from the trial justice's decision and other portions of the very extensive record in the case. On September 28, 1984, DOT released contract-bid documents to potential bidders for the construction of the replacement for the Jamestown Bridge connecting the island of Jamestown with the mainland at North Kingstown. The replacement-bridge design comprised three components: (1) a trestle approach (two alternatives) for the horizontal roadway running from North Kingstown out over the water to the bridge itself, (2) a steel main-bridge alternate, and (3) a concrete main-bridge alternate. Gordon R. Archibald, Inc. (Archibald), and T.Y. Lin International (T.Y. Lin) each submitted a trestle design. Howard, Needles, Tammen and Bergdorf designed the steel alternate, and T.Y. Lin designed the concrete alternate. Contractors bidding for the project could choose between two alternatives for each portion of the bridge.

Bids were originally scheduled to open December 7, 1984, but were deferred by DOT to December 19, 1984. The lowest bid, $63,944,000, was submitted by CFF, which bid Archibald's trestle design with T.Y. Lin's concrete main-bridge alternate. Proposing to build a prestressed, posttensioned concrete-box girder bridge, CFF planned to perform the substructure work and to subcontract the work on the superstructure to Moseman Construction Co. (Moseman), a specialist in cast-in-place and precast segmental concrete construction. In addition, CFF also subcontracted the job of manufacturing prestressed concrete piles and girders to CPC.

The DOT's specifications required it to award the contract within thirty days; however, award was not made to CFF until June 12, 1985. By agreement CFF waived its claim for delay, and DOT changed the completion date from September 15, 1988, to December 15, 1988. The DOT issued CFF a notice to proceed on July 9, 1985.

The contract documents applicable to the project included the Standard Specifications for Road and Bridge Construction (the blue book), supplemental specifications, plans, and special provisions. The documents were to be considered complementary. In case of a discrepancy, calculated dimensions were to govern over scaled dimensions; plans were to govern over specifications; supplemental specifications were to govern over specifications and plans; and special provisions govern over both specifications and plans.

Almost immediately upon commencement of construction by CFF, problems arose which led to multiple disputes among the parties. The most significant problem was the unexpected behavior of the soils at the bottom of Narragansett Bay (bay). As a result of soil difficulty in the bay, DOT changed the pile-design concept from a friction-pile design to a more expensive composite-pile design. The DOT and CFF disagreed on the additional cost associated with employing the composite-pile design and CFF estimated the increased cost at $30 million. The DOT estimated the cost at twelve million dollars. DOT ordered CFF to continue working under a force account. On February 18, 1988, CFF filed suit in the Superior Court, seeking injunctive relief, termination of the contract, and damages, contending that the change in pile design amounted to a cardinal change of the contract.

In March of 1988 the parties entered into a termination agreement that relieved CFF of any further obligation to perform the contract and mutually released the parties from all claims except those reserved by the parties in the termination agreement. Then CPC brought suit against CFF separately, and CFF brought DOT into that action as a third-party defendant. The DOT brought counterclaims against CFF for damages arising from the termination of the contract. The cases were consolidated for a nonjury trial in the Superior Court on all unresolved claims, with CFF presenting CPC's pass-through claim against DOT.

The trial commenced in January of 1991 and continued for several months, during which time more than 4000 pages of complex testimony were produced and approximately 500 exhibits were introduced. In March of 1993, approximately twenty-one months after the trial ended, the trial justice rendered a 205-page written decision with a 132-page appendix containing findings of fact. The parties suggested a few minor revisions of the trial justice's decision, and a revised decision was entered in April of 1993. We do not summarize here each of the findings of fact by the trial justice but shall address them below as they relate to the issues before us.

Two judgments were entered in the Superior Court: (1) judgment for CFF against the state in the amount of $22,551,754, without interest, which represents $22,476,914 in compensatory damages plus $74,840 in funds withheld by the state on its counterclaims against CFF, and (2) judgment for CPC in the amount of $1,261,544, without interest, against CFF and passed through to the state. The net result of both judgments is that the state owes to CFF $23,813,298, without interest. The state, CFF, and CPC appeal from the entry of the two Superior Court judgments in this consolidated action. We shall first address the state's appeal; then we shall turn to the cross-appeals of CFF and CPC.

In this jurisdiction the standard of review of the findings of a trial justice sitting without the intervention of a jury is extremely deferential. On appeal we do not disturb the findings of the trial justice unless he or she overlooked or misconceived material evidence or was otherwise clearly wrong. Cerilli v. Newport Offshore Ltd., 612 A.2d 35 (R.I.1992). Contract interpretation is a question of law; it is only when contract terms are ambiguous that construction of terms becomes a question of fact. Judd Realty, Inc. v. Tedesco, 400 A.2d 952 (R.I.1979). In situations in which the language of a contractual agreement is plain and unambiguous, its meaning should be determined without reference to extrinsic facts or aids. Greenwald v. Selya & Iannuccillo, 491 A.2d 988 (R.I.1985).

The state contends that the trial justice erred in awarding damages to CFF for the cost and delay associated with excavating the foundations of piers 14 through 20. The state argues that the contract required the foundations of those piers to be on suitably sound bedrock and contemplated embedment.

By way of background we discuss briefly the bridge-design concept at issue. Piers 14 through 20, the water piers on the Jamestown side of the bridge, were to be constructed using cofferdams and tremie seals made of concrete without pile support. For those piers the tremie seal would be poured after the cofferdam had been completely excavated. The tremie seal would be in direct contact with the bay bottom; no piles or other means of support would be used.

During construction CFF and DOT disagreed on the extent of CFF's excavating obligation in connection with piers 14 through 20. The DOT contended that CFF was required to excavate until it reached suitably sound bedrock as determined by DOT's resident engineer whereas CFF asserted it was only obligated to provide a suitably sound surface for the foundation.

The trial justice's findings of fact regarding rock excavation at piers 14 through 20 may be summarized as follows. The specifications required CFF to excavate overburden and weathered rock until it reached sound rock. Sound rock was defined as rock which cannot be removed with a clamshell bucket having teeth. Although the plans depicted a three-to five-foot embedment that T.Y. Lin estimated would occur, the plans and specifications required CFF to remove only that amount of weathered rock, if any that was excavatable with a clamshell bucket having teeth. There was no minimum embedment requirement in the contract. The DOT was entitled only to whatever embedment resulted, if any, from the removal of weathered rock. When CFF excavated to sound rock, DOT refused to accept the bottom as sound rock, whereupon CFF was required to excavate sound rock which was not required by the contract.

The trial justice concluded that the contract did not require by its terms embedment and the excavation of sound bedrock and awarded CFF $3,196,704 as damages and 572 days as part of its overall delay claim. We are of the opinion that the trial justice erred and we, therefore, eliminate the damages and delay awarded for rock excavation at piers 14 through 20 for the reasons that follow.

We believe the plans and the drawings designed by T.Y. Lin and used by CFF are dispositive in regard to CFF's obligation to excavate the foundations at piers 14 through 20. The overall foundation plan, as depicted in note 3 of drawing 10, expressly and unambiguously provides that "piers [14 through 20] are to be supported on foundations embedded into bedrock * * *." ¹ The separate plans for the individual piers...