Integrated Landscape Group, Inc. v. Attisha, D049938 (Cal. App. 3/4/2008)
| Decision Date | 04 March 2008 |
| Docket Number | D049938 |
| Court | California Court of Appeals Court of Appeals |
| Parties | INTEGRATED LANDSCAPE GROUP, INC., Plaintiff and Respondent, v. RAAD ATTISHA, Defendant and Appellant. |
Appeal from a judgment of the Superior Court of San Diego County, No. GIC851495, Linda B. Quinn, Judge. Affirmed.
Integrated Landscape Group, Inc. (Integrated) sued homeowner Raad Attisha after Attisha failed to pay for landscaping to his new home. After a one-day bench trial, the court found Integrated proved Attisha was liable for Integrated's landscaping services. The court entered judgment in Integrated's favor for $46,298.37, which included the landscaping costs ($40,800) plus prejudgment interest, with a credit for a $5,000 settlement offset.
On appeal, Attisha contends the judgment was unsupported because he had no contractual relationship with Integrated, and there was no equitable basis for the recovery. We reject these contentions, and affirm.
In April 2003, Attisha entered into a written contract with contractor Patrick Simmons for the construction of a large new custom home in a residential development in Jamul (the Attisha-Simmons contract). The bolded title of the contract was "Standard Form of Agreement Between Owner and Construction Manager." In smaller letters below the title, the contract stated: "where the Construction Manager is also THE CONSTRUCTOR; and where the Basis of Payment is the Cost of the Work Plus a Fee and there is no Guarantee of Cost." In the contract, Attisha agreed to pay Simmons $64,000 for Construction Manager services, plus the "Cost of the Work," which "mean[s] costs necessarily incurred by the Construction Manager in the proper performance of the work." The contract required Simmons to obtain bids for work that Simmons would not perform, and to submit these bids to Attisha for approval.
During the construction phase, Simmons asked Peter Davis, Integrated's president, to submit a bid to perform the landscaping work on the Attisha property. Integrated had performed landscaping services on several other residential construction projects managed by Simmons in the same development. In June 2004, Davis gave Simmons a $44,800 proposal for the landscaping work on the Attisha residence. Simmons gave the proposal to Attisha, who approved it.
Simmons then orally informed Davis that Attisha had agreed to hire Integrated for the landscaping work outlined in its proposal. Simmons said that Integrated would be working directly for Attisha. Simmons explained that he was not the general contractor on the project, and that he was the construction manager and was "just the agent for the owner." This was the same arrangement that existed between Simmons and Integrated on Simmons's other residential projects in the same development. Based on this conversation, Davis believed there was no need to file a mechanic's lien notice because Integrated had a direct relationship with Attisha.
Integrated then began performing the landscaping work, including planting, irrigation, drainage, and lighting. Integrated timely submitted invoices to Simmons, but they were not paid. When Integrated's president reminded Simmons that Attisha had not yet paid him, Simmons told him not to worry, that Attisha would be paying the bills soon and that the parties were in the process of resolving payment issues pertaining to the house.
In approximately August 2004, about one month after the landscaping began, the Attisha family moved into the new house. Integrated was continuing its work on the property at that time. Before Integrated began the planting work, Integrated's president discussed the planting plan with Attisha, and Attisha gave him input on the plan and explained his "basic overall vision" for the plantings. Integrated incorporated this vision into the planting design.
By the end of September 2004, Integrated had substantially completed the landscaping at the Attisha residence. The automatic irrigation system was fully operational, and the majority of the plant material was in place. There were a few additional finishing tasks that would cost approximately $4,000. However, Integrated waited to perform these final tasks until it had received payment for the prior work.
In March 2005, Simmons died unexpectedly. Integrated then sent its invoices directly to Attisha, who said that Integrated should discuss payment with Attisha's attorney. When Integrated's president attempted to contact Attisha's attorney, the attorney did not respond.
Several months later, Integrated filed this lawsuit against Attisha for the amount of the completed landscaping services, asserting breach of contract and common count claims.1
At trial, Integrated presented evidence that the landscaping work was consistent with the plan approved by Attisha, and Integrated had substantially completed the work and met professional standards. Integrated asserted that Attisha was liable for these services because Simmons was Attisha's agent and had retained Integrated for the landscape work on Attisha's behalf. To prove Simmons was Attisha's agent, Integrated relied on the Attisha-Simmons written contract that repeatedly identifies Simmons as a construction manager, rather than a general contractor. Integrated also relied on Simmons's statements to Integrated's president confirming that he was Attisha's agent. Integrated further emphasized the evidence showing that Attisha knew Integrated was continuing to perform landscaping work on the property, and never suggested Integrated would not be paid. Integrated also called an expert witness who opined that based on his review of the fund control documents, it appeared that Integrated was acting as a construction manager, rather than a general contractor.
In defense, Attisha did not raise any issue about the professional quality, appropriateness, or cost of the work. He further did not present any evidence that he had paid Simmons or Integrated for the landscaping work. Instead, Attisha argued that he had no legal obligation to pay Integrated because he had no direct privity with Integrated. Attisha argued that he hired Simmons as his general contractor, and not as his agent, and therefore Integrated was a subcontractor whose exclusive remedy was under the mechanics' lien statutes. Because Integrated had not followed mechanics' lien statutory procedures, Attisha argued that Integrated's claims fail as a matter of law.
Immediately after the presentation of evidence and argument, the court stated it found in Integrated's favor. The court explained that the Attisha-Simmons agreement was not ambiguous and that the contract clearly established that Attisha had hired Simmons to act as his agent in the construction process, rather than as a general contractor. The court further concluded that Simmons acted within the scope of his agency in retaining Integrated to perform the landscaping work. The court found the contract was fully performed by Integrated and that Integrated performed satisfactorily in all respects. The court thus found Attisha legally responsible to pay for Integrated's services on a breach of contract theory.
The court entered judgment in Integrated's favor for $40,800 plus interest, with a $5,000 credit for the settlement payment by Simmons's wife. Neither party requested a statement of decision. The court later denied Attisha's motion to set aside the judgment and enter a new judgment.
In a nonjury trial, the (Slavin v. Borinstein (1994) 25 Cal.App.4th 713, 718.)
Under these principles, we are not limited to the court's oral statement of its reasoning in determining whether Integrated's claims were supported. Because Attisha did not request a statement of decision, we must affirm the judgment if there is substantial evidence to support any legally valid claim or theory. Integrated asserted two causes of action: breach of contract and common count. As explained below, we conclude the evidence supports the judgment on both claims.
Attisha contends Integrated's breach of contract claim fails as a matter of law because there was no privity between himself and Integrated, and the court's agency finding was unsupported.
An agent may bind a principal to a contract. (See Civ. Code, §§ 2330, 2338.) Generally, the existence of an agency relationship and the extent of the agent's authority are questions of fact, and the burden of proving these facts rests upon the party asserting the existence of the agency and seeking to charge the principal with the agent's acts. (Inglewood Teachers Assn. v. Public Employment Relations Bd. (1991) 227 Cal.App.3d 767, 780.)
The relationship between Attisha and Simmons was defined by a written contract. We therefore focus first on the contract terms to resolve the parties' competing contentions pertaining to the agency issue. Our review of these terms is subject to a de novo review standard, unless the interpretation turns on the credibility of extrinsic evidence. (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865; McCrary Construction Co. v. Metal Deck Specialists, Inc. (2005) 133 Cal.App.4th 1528, 1535.) Extrinsic evidence is admissible only to resolve an ambiguous contractual term. (WYDA Associates v. Merner (1996) 42 Cal.App.4th 1702, 1710.) We apply a substantial evidence standard in reviewing the court's resolution of factual conflicts in the extrinsic evidence. (See ASP Properties Group, L.P. v. Fard, Inc. (200...
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