Lehman-Roberts Co. v. State Highway Com'n of Mississippi
| Decision Date | 09 May 1996 |
| Docket Number | LEHMAN-ROBERTS,No. 92-CC-01304-SCT,92-CC-01304-SCT |
| Citation | 673 So.2d 742 |
| Parties | COMPANY v. STATE HIGHWAY COMMISSION OF MISSISSIPPI. |
| Court | Mississippi Supreme Court |
Luther S. Ott, Ott Purdy & Scott, Jackson, Bobby N. Turnage, Jr., Gloucester, VA, for Appellant.
Michael C. Moore, Attorney General, Rickey T. Moore, Special Asst. Attorney General, Jackson, for Appellee.
Before DAN M. LEE, C.J., and BANKS and JAMES L. ROBERTS, Jr., JJ.
BANKS, Justice, for the Court:
This is an appeal and cross-appeal from the Hinds County Chancery Court of a $90,673.60 award against appellee/cross-appellant, the Mississippi State Highway Commission, for breach of contract. We conclude that Lehman-Roberts' suggested interpretation of the contract language is unreasonable and at odds with the plain wording of the contract and that Lehman-Roberts has been fully paid under its terms. Accordingly, we reverse and render.
On June 15, 1989, Lehman-Roberts Company (Lehman-Roberts) and the Mississippi State Highway Commission (Commission) entered into a contract. The Contract required Lehman-Roberts to perform certain road overlay and random clearing on Highway 94 in Calhoun and Lafayette Counties. The Commission was to pay Lehman-Roberts $4,000 per acre for random clearing. There was an estimate of 82 acres of random clearing for the project.
The part of the contract that gives rise to this claim is:
The limits of clearing shall be 60 feet (horizontal measure) from the centerline, both left and right of centerline, as directed by the engineer. The area measured for payment for random clearing will be the acres actually cleared of trees and will not include any paved areas or any areas which do not contain trees. [emphasis added].
A dispute arose early on during the performance of the work concerning the areas for which Lehman-Roberts would be paid under this provision. As a result of that dispute the Commission changed its method of marking the areas to be cleared. The work continued to completion.
By letter dated August 15, 1990, the Commission accepted the work and terminated the contract, releasing Lehman-Roberts for the overlaying and cutting the trees on approximately 20.31 miles of the project. The random clearing originally estimated at 82 acres was determined by the commission to encompass 101.929 acres and the amount of $401,716 was actually paid. Lehman-Roberts claims that the area cleared was 174.44 acres and sued for the balance due according to that claim.
The trial court's findings of fact are as follows:
The Court finds that there is some ambiguity in the notice to the bidder No. 6316; however, the key words are controlled by the phrase "as directed by the engineer" and that the area measured for payment does not contain any areas which do not have trees thereon. The 12 feet of pavement from the centerline, plus the 12 feet from the edge of the pavement does not have trees thereon. The area for payment initially in the contract was to be as directed by the engineer from the tree line at the edge of the pavement outward to 60 feet from the centerline. Although the area to be cleared was from the centerline, the area for payment was to be calculated only on the area that contained trees; therefore, for the first 40 percent of the contract, the correct computation would be from the centerline extending out 60 feet, less 12 feet of pavement, less 12 feet of shoulder and slope to the tree line, or 36 feet of the designated area.
The Court further finds from the evidence that there was a novation and new contract resulting from the October 5th meeting, but still, the key language as agreed by all concerned was to be as directed by the project engineer, Mr. Spence, who was in charge of setting flags. Also there was an accord and satisfaction when the calculations were remade and the 101.6 acres arrived at and apparently accepted by the parties.
In the court's Conclusion of Law, the court stated that the defendant is bound by the new agreement and that the new method of measurement was agreed on and carried out by Mr. Spence. The court also stated that the evidence proves that there was a satisfaction and accord, but such is an affirmative defense that must be pled by the defendant. The court then stated, "while pleadings may not mean much anymore, in this case the Court is of the opinion that they control the judgment to be entered in this case." The court then stated that it recognizes the rule that the contract should be construed strongly against the drafter and that it must be construed to determine the intent of the parties. The court then stated that following these rules, that the key words were "as directed by the engineer" and there could not be payment for any area cleared if there were no trees on it. The court then reduced the plaintiff's claim of 75.561 acres, based on 48 feet, by 25 percent, leaving a total acreage of 56.671. The court then stated that recovery is limited to 40 percent of that because of the "novation/new contract, accord and satisfaction, or whatever term is to be given."
The court then stated that "if the contractor did not agree subsequent to that time, then payment should not have been accepted on that basis or the work should not have gone forward if they were not in agreement." The total amount awarded Lehman-Roberts was $90,673.60. From this judgment, Lehman-Roberts and the Commission both appeal.
Lehman-Roberts contends that they are entitled to their interpretation of the contract. When dealing with contract interpretation, this Court has stated the following:
The most basic principle of contract law is that contracts must be interpreted by objective, not subjective standard. A court must effect a determination of the language used, not the ascertainment of some possible but unexpressed intent of the parties.
Simmons v. Bank, 593 So.2d 40, 42-43 (Miss.1992) (quoting Cherry v. Anthony, Gibbs,...
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