FRICK'S MEAT PROD. v. COIL CONSTR. SEDALIA

• Decision Date: 20 April 2010
• Docket Number: No. ED 92195.,ED 92195.
• Citation: 308 SW 3d 732
• Parties: FRICK'S MEAT PRODUCTS, INC., Respondent, v. COIL CONSTRUCTION OF SEDALIA INC., Appellant, v. David S. Frick, Cynthia L. Frick, Bluff Road, L.L.C., Woodside Drive, L.L.C., Bank of Washington, Richard F. Mayer, Larry Cook and CNA Manufacturing Systems, Inc. d/b/a CNA Consulting, Respondents, and Fidus Construction A.M., Inc., Intervenor.
• Court: Missouri Court of Appeals

308 SW 3d 732

FRICK'S MEAT PRODUCTS, INC., Respondent,
v.
COIL CONSTRUCTION OF SEDALIA INC., Appellant,
v.
David S. Frick, Cynthia L. Frick, Bluff Road, L.L.C., Woodside Drive, L.L.C., Bank of Washington, Richard F. Mayer, Larry Cook and CNA Manufacturing Systems, Inc. d/b/a CNA Consulting, Respondents, and
Fidus Construction A.M., Inc., Intervenor.

No. ED 92195.

Missouri Court of Appeals, Eastern District, Division Two.

April 20, 2010.

308 SW 3d 734

Thomas B. Weaver, St. Louis, MO, for appellant.

Jeffrey E. Green, Osage Beach, MO, for intervenor.

Richard F. Huck, III, Clayton, MO, for respondent.

PATRICIA L. COHEN, Judge.

Introduction

Coil Construction of Sedalia, Inc. (Coil) appeals from the judgment of the Circuit Court of Franklin County denying its claims for breach of contract, quantum meruit, a mechanic's lien, and violation of Mo.Rev.Stat. § 436.300 et seq. against Frick's Meat Products, Inc. (Frick's) and David S. Frick, Cynthia L. Frick, Bluff Road LLC, Woodside Drive LLC, the Bank of Washington, and Richard F. Mayer as third-party defendants (collectively "third-party defendants"). Coil claims that the trial court erred because: (1) the judgment fails to address the evidence and "merely declares that each party is to take nothing"; (2) the undisputed evidence showed Coil's entitlement to damages for either breach of contract or unjust enrichment; and (3) Coil's judgment on Frick's claims is "inherently inconsistent" with the judgment in favor of Frick's and the third-party defendants on Coil's claims. We affirm.¹

Background

On January 28, 2005, Frick's, a wholesale process meat supplier, brought a breach of contract action against Coil, a construction company with experience in the "food plant business." In its petition, Frick's alleged that Coil submitted a proposal in which it offered to design and construct a new ham processing plant for Frick's. Frick's alleged that in its proposal, Coil promised, among other things, to design and construct the ham plant in accordance with "U.S.D.A. and other applicable regulations," provide design and construction services on a "cost plus fee" basis with a guaranteed maximum price of approximately $6,560,000, subject only to changes agreed upon by the parties, and to complete construction of the ham plant

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during the fall of 2004 or, at the latest, by December 31, 2004. Frick's alleged that it accepted Coil's proposal thereby "forming an enforceable agreement." Frick's further alleged that the parties later expanded the project, increasing the guaranteed maximum price to $7,506,062. Frick's claimed that Coil breached the contract by providing defective work, refusing to provide design and construction services on a "cost plus fee" basis, wrongfully abandoning the project, and failing to complete construction within the agreed-upon timeframe

In response, Coil filed an answer to Frick's petition, as well as an amended third-party petition and counterclaim against Frick's and third-party defendants, seeking damages for breach of contract, recovery under quantum meruit, a mechanic's lien, and damages under Missouri's statute on payment of retainage, Mo.Rev.Stat. § 436.300 et seq.² In its answer, Coil admitted that the parties entered into an "enforceable agreement." Coil, however, denied Frick's allegations regarding the terms set forth in its proposal and the agreed-upon maximum price of the project at $6,560,000 and later $7,506,062. In its amended third-party petition and counterclaim, Coil claimed that Frick's failed to provide Coil with progress payments for work completed, and that Frick's had breached the parties' contract by providing Coil "incorrect, misleading, false, and contradictory directions" regarding the project and "intentionally and purposefully interfering with, undermining, and subverting Coil's relationships with Coil's subcontractors and suppliers . . . and with Coil's own employees." Additionally, Coil sought recovery under the theory of quantum meruit, claiming that Frick's had not paid Coil the reasonable value of the material and construction services Coil had contributed to the ham processing plant.

At trial, the evidence showed the following: Coil submitted a proposal whereby it would design and construct a ham processing plant for Frick's. Frick's hired Coil for the project, but the parties did not enter into a written contract. Rather, Frick's and Coil began meeting on a monthly basis where the parties continued to negotiate the "scope" and price of the project. Although the parties had not agreed upon the scope and pricing terms, Coil commenced project design work and later began construction. During construction, Coil proposed several draft contracts setting forth the scope of Coil's responsibilities and a contract price. Frick's refused Coil's proposals, but continued to pay Coil as construction of the project progressed.

After several months of construction, Frick's and Coil's working relationship began to deteriorate. On one occasion, Coil "walked off" the project, but returned the next day. The parties remained unable to decide on the scope and pricing terms of their agreement. At one point, Coil and Frick's attorneys met in an effort to address "the construction terms, scope of work, and other specific project details that remained to be resolved." Further disputes over quality of work, schedule delays, and demands for payment arose between the parties. Finally, after a dispute regarding payment, Coil walked off the project and did not return.

After Coil left the project, Frick's hired additional contractors to complete construction

308 SW 3d 736

of the ham plant. Additionally, Frick's discovered and repaired, at its own expense, a variety of defects in Coil's work, including inadequate wind and roof loading designs, floor cracks, wall cracks, refrigeration units interfering with the rail system, deficient installation of HVAC units, water leakage throughout the entire plant, etc

At the close of the evidence, the parties submitted to the trial court a stipulation of facts and a financial report prepared by a special master. In the stipulation, the parties agreed that Coil had paid material, labor, and subcontractor costs totaling $5,129,453.73 and that Frick's had paid Coil $5,501,246.68. In his report, the special master determined that the balance Frick's owed to Coil's subcontractors was $404,632.17, Coil's unpaid contractor's fee of 7.5% amounted to $136,138.26, and outstanding interest due on late payments to Coil and interest under a January 22, 2005 lien was $145,248.26, for a total balance of $686,018.69.

After hearing all of the evidence and receiving the parties' stipulation and the special master's report, the trial court entered its judgment denying both Frick's and Coil relief on all of their respective claims. The trial court did not render any findings of fact or conclusions of law or provide an explanation for its decision on the record. Coil appeals.

Standard of Review

A trial court's judgment will be affirmed unless no substantial evidence supports it, it is against the weight of the evidence, or it erroneously applies the law. Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). Where, as here, the trial court rendered no findings of fact or conclusions of law, all factual issues are presumed resolved in accordance with the result reached, and we will affirm the trial court's judgment if it is correct under any reasonable theory supported by the evidence. Weaks v. Rupp, 966 S.W.2d 387, 392 (Mo.App. W.D.1998).

Discussion

In its first point, Coil contends that the trial court erred in entering its judgment because "rather than addressing the evidence on the claims of any party, the judgment merely declares that each party is to take nothing on the opposing party's claims." Moreover, Coil accuses the trial court of "throwing up its hands in frustration" and failing to perform its "judicial function of hearing and deciding cases." Coil asserts that the trial court is required to provide an explanation for its decision and that the trial court's "judgment, which merely directs the parties to go away, is not a proper resolution of the disputes that the parties expended years of time and thousands of dollars in costs and attorney fees to present the trial court."

With respect to the trial court's duty to explain the basis for its judgment, Rule 73.01(c) provides in pertinent part:

The court shall render the judgment it thinks proper under the law and the evidence.

If a party so requests, the court shall dictate to the court reporter or prepare and file a brief opinion containing a statement of the grounds for its decision and the method of deciding any damages awarded.

The court may,

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