Eldeco, Inc. v. Charleston County

• Decision Date: 05 March 2007
• Docket Number: No. 26280.,26280.
• Citation: 642 S.E.2d 726
• Parties: ELDECO, INC., Appellant, v. CHARLESTON COUNTY SCHOOL DISTRICT, Mt. Pleasant Mechanical, Inc. and Beers Skanska, Inc. n/k/a Skanska USA Building, Inc., Defendants, Of Whom Charleston County School District and Beers Skanska, Inc. n/k/a Skanska USA Building, Inc. are Respondents.
• Court: South Carolina Supreme Court

642 S.E.2d 726

ELDECO, INC., Appellant, v. CHARLESTON COUNTY SCHOOL DISTRICT, Mt. Pleasant Mechanical, Inc. and Beers Skanska, Inc. n/k/a Skanska USA Building, Inc., Defendants, Of Whom Charleston County School District and Beers Skanska, Inc. n/k/a Skanska USA Building, Inc. are Respondents.

No. 26280.

Supreme Court of South Carolina.

Heard January 31, 2007.

Decided March 5, 2007.

Frank M. Cisa, of Cisa & Dodds, of Mt. Pleasant, for Appellant.

C. Mitchell Brown, of Columbia, Ryan A. Earhart, of Charleston, and Christopher J. Blake, of Raleigh, all of Nelson Mullins Riley & Scarborough, for Respondent Beers Skanska, Inc. n/k/a Skanska USA Building, Inc.

H. Brewton Hagood, of Rosen Rosen & Hagood, of Charleston for Respondent Charleston County School District.

Chief Justice TOAL.

This appeal arises out of a contract dispute between Appellant Eldeco, Inc. ("Eldeco") and Respondents Charleston County School District ("CCSD") and Skanska USA Building, Inc. ("Skanska")¹. Eldeco alleged that Skanska breached the parties' contract by failing to award certain electrical work in a new school building to Eldeco. Eldeco also alleged that CCSD intentionally interfered in the contractual relationship between Eldeco and Skanska. The trial court found in favor of Skanska and CCSD. Eldeco appeals and we affirm.

FACTUAL/PROCEDURAL BACKGROUND

CCSD began construction of a new high school building ("the Project") in Mt. Pleasant, South Carolina in 2002. Skanska was the general contractor for the Project and hired Eldeco as an electrical subcontractor. At the time the parties entered into their respective contracts, the Project called for the construction of the school building as specified in the contract documents, which included an unfinished area for vocational training.

After construction of the Project began, CCSD decided to complete the vocational training area ("Culinary Arts Upfit") and add additional classroom space on either side of the school building ("Classroom Additions"). CCSD asked Skanska to provide a pricing estimate for the Culinary Arts Upfit and the Classroom Additions. As part of the pricing estimate, Skanska asked Eldeco to provide an estimate for the electrical work required for the Culinary Arts Upfit and the Classroom Additions. Eldeco submitted an estimate of $442,000.00.

Following the school board's approval for the additional work, CCSD formally requested pricing from Skanska. Skanska submitted its formal pricing quote which included Eldeco's official price for the Classroom Additions electrical work in the amount of $881,855.94. CCSD objected to the adjusted price, and Eldeco eventually lowered the price to $720,000.00. Eldeco also submitted a pricing quote for the Culinary Arts Upfit electrical work of $248,311.76. At the request of CCSD, Skanska obtained pricing from another electrical contractor. Mt. Pleasant Mechanical submitted a price for the Classroom Additions in the amount of $348,812.00 and for the Culinary Arts Upfit in the amount of $229,340.00. Upon instructions from CCSD, Skanska subcontracted with Mt. Pleasant Mechanical to perform the additional electrical work.

Eldeco filed suit against Mt. Pleasant Mechanical,² Skanska, and CCSD. Eldeco sought recovery against Skanska for breach of contract on the basis of Skanska's failure to award Eldeco the electrical work in the Classroom Additions and the Culinary Arts Upfit.³ Eldeco sought recovery against CCSD for tortious interference with contractual relations and intentional interference with prospective contractual relations. As grounds for these claims, Eldeco alleged that CCSD interfered with Eldeco's contract with Skanska by instructing Skanska to hire Mt. Pleasant Mechanical, Inc. for the additional electrical work.

A jury trial began in April 2005. At the conclusion of Eldeco's case, the trial judge directed a verdict in favor of CCSD. At the conclusion of all evidence, the trial judge denied Skanska's motion for directed verdict. At that point, the parties agreed to dismiss the jury and allow the trial court to determine whether the term "Work" as defined in the contract documents included the Classroom Additions and Culinary Arts Upfit. According to their agreement, if the trial judge determined that the Classroom Additions and Culinary Arts Upfit were within the definition of "Work," the trial court would award damages to Eldeco in the amount of $120,270.00. However, if the additional work fell outside of the definition, no damages would be awarded.

The trial court ultimately concluded that the definition of "Work" did not include the Classroom Additions and Culinary Arts Upfit. Accordingly, no damages were awarded. Eldeco appealed, and this Court certified the case from the court of appeals pursuant to Rule 204(b), SCACR. Eldeco raises the following issues for review:

I. Did the trial court err in finding the Classroom Additions and Culinary Arts Upfit were not included in the definition of "Work" as provided in the contract documents?

II. Did the trial court err in directing a verdict in favor of CCSD as to Eldeco's tort causes of action?

LAW/ANALYSIS

I. Eldeco's Claim Against Skanska

Eldeco argues the trial court erred in finding the Classroom Additions and Culinary Arts Upfit were not included in the definition of "Work" as provided in the contract documents. We disagree.

A cause of action for breach of contract seeking money damages is an action at law. South Carolina Fed. Sav. Bank v. Thornton-Crosby Dev. Co., Inc., 310 S.C. 232, 235, 423 S.E.2d 114, 116 (1992). "In an action at law, on appeal of a case tried without a jury, the findings of fact of the judge will not be disturbed upon appeal unless found to be without evidence which reasonably supports the judge's findings." Townes Assoc. Ltd. v. City of Greenville, 266 S.C. 81, 86, 221 S.E.2d 773, 775 (1976).

The contract between CCSD and Skanska provided:

1.1.3 THE WORK

The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.

1.1.4 THE PROJECT

The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by other Contractors and by the Owner's own forces including persons or entities under separate contracts not administered by the Construction Manager.

6.1.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION WITH OWN FORCES AND TO AWARD OTHER CONTRACTS

The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, which include persons or entities under separate contracts not administered by the Construction Manager. The Owner further reserves the right to award other contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar. . . .

The subcontract between Skanska and Eldeco provided:

Article 1: Subcontractor, as an independent contractor employed by Contractor, agrees to provide and to furnish all labor, materials, scaffolding, equipment, systems, machinery, tools, apparatus, transportation, shop drawings, samples and submittals necessary to provide, furnish and complete the following Work, all to be performed in connection with the above-described Project, and in accordance with the following:

Article 2: The Contract Documents for this Subcontract consist of this Agreement and any exhibits or attachments hereto, the Agreement between the Owner and Contractor for the above referenced Project, all conditions to the Agreement between the Owner and Contractor (General, Supplementary and any other Coditions), all Drawings, Specifications, and Contract Documents referenced in that Agreement, along with Addenda and modifications to that Agreement.

With respect to its Work, Subcontractor agrees to be bound to the Contractor by all of the terms of the agreement between the Contractor and the Owner (except for the payment provisions) and the Contract documents thereto, and assumes toward the Contractor and the Owner all the obligations and responsibilities that the Contractor by those instruments assumes toward the Owner.

In its order, the trial court found that the Classroom Additions and the Culinary Arts Upfit were not included in the definition of the "Work" as provided in Article 1 of Skanksa's subcontract with Eldeco or the definition of the "Work" as described in Paragraph 1.1.3 of Skanksa's contract with CCSD because the additional work was outside the scope of the contract documents.

Eldeco argues that the trial court's finding was unreasonable because the definition of "Work" included changes to the work pursuant to a "Change Order" or a "Construction Change Directive."⁴ According to Eldeco, the Classroom Additions and the Culinary Arts Upfit were merely changes in the Work that should have occurred under a Change Order or Construction Change Directive. In support of this contention, Eldeco focuses on the fact that it had performed some 109 Change Orders during the course of construction of the Project, and that the process used for the Classroom Additions and Culinary Arts Upfit was identical to the process used for the other Change Orders. Additionally, Eldeco contends that it was entitled to do all electrical work on the Project which was initiated through a Change Order or Construction Change Directive and administered by the Construction Manager.

Contrarily, Skanska contends that the trial court's decision was reasonable in light of the evidence presented at trial. First, Skanska contended that the contract documents delineated only the work that Skanska was required to complete and, in fact, did not...