Jacksonville Port Authority, City of Jacksonville v. W.R. Johnson Enterprises, Inc.

• Decision Date: 30 August 1993
• Docket Number: No. 92-2288,92-2288
• Citation: 624 So.2d 313
• Parties: 18 Fla. L. Weekly D1940 JACKSONVILLE PORT AUTHORITY, CITY OF JACKSONVILLE, Appellant, v. W.R. JOHNSON ENTERPRISES, INC., d/b/a Johnson/American, Appellee.
• Court: Florida District Court of Appeals

Page 313

624 So.2d 313

18 Fla. L. Weekly D1940

JACKSONVILLE PORT AUTHORITY, CITY OF JACKSONVILLE, Appellant, v. W.R. JOHNSON ENTERPRISES, INC., d/b/a Johnson/American, Appellee.

No. 92-2288.

District Court of Appeal of Florida,

First District.

Aug. 30, 1993.

Rehearing Denied Oct. 14, 1993.

Charles W. Arnold, Jr., Gen. Counsel, Bruce Page, Asst. Gen. Counsel, Jacksonville, for appellant.

Stephen C. Bullock and Alan K. Ragan of Marks, Gray, Conroy & Gibbs, P.A., Jacksonville, for appellee.

WOLF, Judge.

Jacksonville Port Authority (JPA) challenges a final judgment based on a jury verdict, finding that JPA breached its contract with W.R. Johnson Enterprises, Inc. (appellee). JPA asserts a number of issues on appeal, one of which we find dispositive: whether the trial court erred in failing to grant JPA's motion for directed verdict where the evidence failed to demonstrate mutual agreement on essential elements of the purported agreement. We find merit as to this point and reverse.

The dispute arises in connection with a project to inspect and repair one of JPA's container cranes used to off-load ships.

The project was considered to be an emergency and, thus, JPA did not go through a formal bidding process, but instead authorized its purchasing agents to spend up to $1,250,000 in order to complete the project. The fourteen-month project, begun in April 1989 and completed in June 1990, was to be done in three phases. Phase I involved a survey and field inspection of the crane and would involve preparation of the necessary specifications and estimates for the repair. Phase II involved the manufacture of the necessary new and replacement parts. Phase III involved installation of the new parts, some repainting, and certification of the crane (ultimately phase III also involved raising the crane 10 feet in order to accommodate large ships).

In April 1989, JPA established a relationship with three companies in order to complete the project. Alliance Machinery Company, the original equipment manufacturer, was involved with the engineering evaluation and design services. Dawe and Son, a heavy machinery specialty consulting firm, was to be responsible for project oversight and specialty advisory services. Johnson, a local industrial machinery contractor, was to provide qualified tradesmen, tools, and equipment necessary for the crane survey and later, for the actual repairs.

It is undisputed that during the early stages of the project, all the parties expected appellee to perform the phase I inspection and phase III installation work. Appellee asserts that in light of the general understanding and discussions of the parties as well as JPA budgeting $1,250,000 for completion of all three phases of the project, there was a binding agreement between JPA and appellee in April of 1989. This assertion is not consistent with the evidence presented.

On May 22, 1989, JPA asked that each contractor submit written proposals for the "work that can reasonably be estimated at this time." Written proposals were submitted by all, and services purchase orders (SPO's) were issued by JPA to begin the project. Johnson submitted written "specifications and estimates" for the field inspection or phase I of the project. Johnson's proposal to do phase I for $219,450 was accepted by JPA when JPA issued SPO number 015 requiring Johnson to "provide all labor, materials and equipment necessary to perform the crane conditions survey of the Alliance crane in conjunction with direction from Alliance Machine Company and Dawe & Sons, per the attached proposal." SPO number 015 specified the price as $219,450.

All parties agree that these actions were consistent with the practice of JPA during this project which was not to specifically formalize the relationship through contract, but rather to proceed through SPO's.

Whether or not to proceed with phases II and III and the scope of the work involved in these phases depended on the results of the phase I inspection. Near the end of phase I, Alliance Machine Company found that the crane appeared sound and "worthy of the requested modifications."

JPA made the decision to proceed with the project and issued SPO numbers 033 and 050 to Alliance Machine Company in response to their written proposals. SPO number 033 on August 11, 1989, authorized Alliance to work on major components, including the main hoist, for $314,725, and SPO number 050 on October 10, 1989, authorized Alliance to work on other components for $285,870. Phase II included some repairs necessarily performed on the crane itself, and appellee was responsible for these field repairs.

In late July and August of 1989, the first estimates of the scope of the work involved in phase III were presented. At that time, appellee informed JPA of the cost of proceeding with phase III. On August 31, Ernest Dawe, the project manager, estimated that the cost of appellee's installation work would be $103,450. Evidently, additional work was added to the project. On November 2, 1989, appellee sent a...