Flynn Builders, L.C. v. Lande

• Decision Date: 01 June 2012
• Docket Number: No. 10–1278.,10–1278.
• Citation: 814 N.W.2d 542
• Parties: FLYNN BUILDERS, L.C., Appellee, v. Matthew P. LANDE and Chris Lande, Appellants.
• Court: Iowa Supreme Court

814 N.W.2d 542

FLYNN BUILDERS, L.C., Appellee,

v.Matthew P. LANDE and Chris Lande, Appellants.

No. 10–1278.

Supreme Court of Iowa.

June 1, 2012.

Duane M. Huffer and Robert L. Huffer of Huffer Law P.L.C., Story City, for appellants.

Meredith C. Mahoney Nerem and John D. Jordan of Jordan & Mahoney Law Firm, P.C., Boone, for appellee.

APPEL, Justice.

In this action to foreclose a mechanic's lien, we address the consequences of a contractor's failure to render full and complete performance.¹An owner and contractor entered into an agreement for the construction of a new home.During construction, the owner refused to pay the contractor after discovering markups on the cost of materials.In response, the contractor halted construction and filed an action to enforce a mechanic's lien.The contractor subsequently filed a petition to foreclose the mechanic's lien.Although the contractor did not complete construction, the district court found the contractor rendered substantial performance under the contract and entered a judgment against the owner.The court of appeals affirmed, and we granted further review.For the reasons expressed below, we affirm in part and vacate in part the decision of the court of appeals, reverse the judgment of the district court, and remand the case for further proceedings.

I.Factual and Procedural Background.

This case involves a dispute between Gregg Flynn(Flynn) and Matthew and Chris Lande.In early 2009, the Landes were seeking a builder to construct a new home.Flynn, the owner of Flynn Builders, L.C., submitted to the Landes a bid to construct the home for $259,576.The bid included a line item for a “materials package” in the amount of $61,223.77.The Landes accepted the bid, and Flynn began construction in May 2009.

Construction continued until early July when the Landes discovered the materials package included a $20,000 markup that Flynn did not disclose.²Though the markup did not increase the agreed upon price, the Landes' lender and the Landes refused to pay the markup.Because the Landes and their lender refused to continue making payments, Flynn stopped construction on the project and filed a mechanic's lien for $28,307.50 in the district court.

In August 2009, Flynn filed a petition to enforce the mechanic's lien.In their answer, the Landes denied the existence of a contract and made no counterclaim.The matter proceeded to trial in May 2010.

During trial, Flynn testified that his duties as a general contractor were nearly completed when he left the project.He explained that, while the plumbing, drywall, paint, carpet, floor coverings, and trim remained unfinished, arrangements had been made with various subcontractors to complete the work.According to Flynn, “Everything was ready to go....[A]ll Matt [Landes] had to do is contact the individual sub[contractors], even after I walked off, to have them come complete their jobs.”Brian Stolte, an employee of Flynn, testified Flynn completed between eighty and eighty-five percent of the project, possibly more, before leaving.Stolte stated the insulation, drywall, trim, and flooring remained unfinished when Flynn left.The unfinished trim, which would have taken two weeks to complete, included the installation of cabinets, doors, and windows.Stolte further stated that a day of work remained with the heating and air conditioning and the concrete was not poured in the front of the garage.Stolte estimated that it would have taken a total of five to seven weeks to complete the four-to-five month project.

According to Matt Lande, “[t]he whole house was pretty much studs” when Flynn stopped working on the project.He stated the basement doors and garage doors were not installed and that the siding was only partially completed.Lande also testified that he, not Flynn, was in fact the general contractor on the project.Lande explained he understood the agreement to be that Flynn would frame, side, and shingle the house, and both Flynn and Lande would recruit subcontractors to build the house.

Following trial, the district court held, inter alia, Flynn was entitled to enforce the mechanic's lien because Flynn substantially performed the contract.The court concluded Flynn was a general contractor of the project and that the general contracting markup fee of $20,000 was “appropriate and in accordance with standards of the industry.”The court stated that Matt Lande acted in large part as a general contractor during construction.Addressing the substantial performance issue, the court found that Flynn's completion of eighty percent of the project amounted to substantial performance of the contract.The court stated “the credibility of the parties was given substantial weight in reaching [the court's] ultimate conclusion.”The court entered a judgment in the amount of $16,574.75, plus interest, against the Landes.The Landes appealed.

On appeal, the Landes argued the district court erred in finding Flynn substantially performed.The Landes noted the home was only eighty to eighty-five percent complete when Flynn stopped working on the project.The Landes observed a number of items remained unfinished on the project, including installing insulation, drywall, flooring, and trim.The Landes also asserted Flynn breached the contract by walking off the job before completing the project.The court of appeals affirmed.

The court of appeals reasoned that Flynn substantially performed the contract because the home was “framed, enclosed, roofed, sided (with a minor exception), and the electrical and plumbing were roughed-in.”The court explained evidence in the record established the home was seventy to ninety-five percent complete when Flynn left the project.The court further noted the record was devoid of any indication of bad faith on the part of Flynn or that the unfinished portion of the home impaired the structure as a whole.The Landes filed an application for further review, which we granted.

II.Standard of Review.

Actions to enforce mechanic's liens are in equity.Carson v. Roediger,513 N.W.2d 713, 715(Iowa1994).Our review is therefore de novo.Id.In our de novo review, the district court's fact findings are given weight, but we are not bound by them.Id.This court has stated in mechanic's lien cases, “involving as they do numerous charges and counter charges which depend entirely on the credibility of the parties, we have frequently held the trial court is in a more advantageous position than we to put credence where it belongs.”McDonald v. Welch,176 N.W.2d 846, 849(Iowa1970).

III.Discussion.

A.Law Related to Mechanic's Liens and Substantial Performance.Mechanic's liens were not recognized at common law and are purely a creature of statute.SeeClemens Graf Droste Zu Vischering v. Kading,368 N.W.2d 702, 708(Iowa1985);Roger W. Stone, Mechanic's Liens in Iowa, 30 DrakeL.Rev. 39, 41(1980)[hereinafter Stone].Mechanic's lien statutes are designed to protect “persons who have supplied labor or material for the construction, improvement, or repair of a building or other structure by giving the lienholders security independent of their contractual remedies against the owner of the property, if any.”Stone, 30 Drake L.Rev.at 42.Although mechanic's lien statutes are in derogation of the common law, they are liberally construed “ ‘with a view to promote its objects and assist the parties in obtaining justice.’ ”Gollehon, Schemmer & Assocs., Inc. v. Fairway-Bettendorf Assocs.,268 N.W.2d 200, 201(Iowa1978)(citation omitted).

The Iowa territorial government enacted the first mechanic's lien statute in Iowa in 1838.The Statute Laws of the Territory of Iowa 349 (1839);Stone, 30 Drake L.Rev.at 41.Though the statute has undergone a series of amendments since its adoption, Stone, 30 Drake L.Rev.at 41–42, Iowa caselaw has developed a requirement that in order to enforce a mechanic's lien, the work must be substantially performed by the contractor, Keys v. Garben,149 Iowa 394, 395, 128 N.W. 337, 337(1910);see alsoS. Hanson Lumber Co. v. De Moss,253 Iowa 204, 208, 111 N.W.2d 681, 684(1961);Farrington v. Freeman,251 Iowa 18, 23, 99 N.W.2d 388, 391(1959);Peterman v. Hardenbergh,250 Iowa 931, 933, 97 N.W.2d 152, 154(1959);S.D. & D.L. Cota Plastering Co. v. Moore,247 Iowa 972, 978, 77 N.W.2d 475, 478(1956);Huffman v. Hill,245 Iowa 935, 938, 65 N.W.2d 205, 206(1954).The more recent applications of the substantial performance doctrine in Iowa appear in published decisions of the Iowa Court of Appeals.See, e.g., Nepstad Custom Homes Co. v. Krull,527 N.W.2d 402, 406(Iowa Ct.App.1994);Moore's Builder & Contractor, Inc. v. Hoffman,409 N.W.2d 191, 194(Iowa Ct.App.1987).Our caselaw in this regard is consistent with the law in a significant number of states.See53 Am.Jur.2dMechanic's Liens§ 49, at 133–34(2006).

In Huffman,the court explained that “a technical, exact and perfect performance is not necessary” in an action to foreclose a mechanic's lien.Huffman,245 Iowa at 938, 65 N.W.2d at 206.So long as the builder substantially performs the contract, the builder “is entitled to the contract price less reasonable damages on account of slight defects in performance.”Id.This court elaborated on the substantial performance doctrine in Farrington, stating,

“ ‘Substantial performance,’ as defined by the cases, permits only such omissions or deviations from the contract as are inadvertent or unintentional, are not due to bad faith, do not impair the structure as a whole, are remediable without doing material damage to other parts of the building in tearing down and reconstructing, and may without injustice be compensated for by deductions from the contract price.So much is allowed in building contracts because of the hardship to the contractor if slight, unintentional deviations should bar his recovery.”

Farrington,251 Iowa at 24, 99 N.W.2d at 391(quotingLittell v. Webster Cnty....