Michaud Mitigation, Inc. v. Beckett
| Decision Date | 06 April 2021 |
| Docket Number | No. ED 108868,ED 108868 |
| Citation | 630 S.W.3d 795 |
| Parties | MICHAUD MITIGATION, INC. d/b/a Puroclean Restoration Professionals, Respondent, v. Ray M. BECKETT, Appellant. |
| Court | Missouri Court of Appeals |
For Appellant: Sean W. Westhoff, 610 Collins Ave., Festus, MO 63028.
For Respondent: Brandon T. Moonier, One Thurman Ct., Hillsboro, MO 63050.
Ray M. Beckett ("Beckett") appeals from the judgment of the trial court following a bench trial awarding Michaud Mitigation, Inc. ("Michaud Mitigation") $51,189.75 in contractual damages arising out of flooding mitigation work performed by Michaud Mitigation on Beckett's property. Beckett raises two points on appeal. In Point One, Beckett argues the trial court erred in finding a contract existed between himself and Michaud Mitigation because the purported contract did not contain a price term or a method for determining the price. In Point Two, Beckett contends the trial court abused its discretion in accepting a software-generated invoice into evidence because it was not supported by a proper foundation due to the uncertainties in how the software calculated the charged price. Because the contract executed by Michaud Mitigation falls within a recognized exception allowing the enforcement of a contract despite the absence of a price term, we deny Point One. Because the record contains sufficiently detailed evidence as to how the software-generated invoice was created, the trial court did not abuse its discretion when admitting the invoice into evidence, and we deny Point Two. Accordingly, we affirm the judgment of the trial court.
In July 2015, Beckett contacted Michaud Mitigation after his home sustained flood damage approximately two weeks prior. David Michaud walked the property with Beckett and surveyed the damage, which he observed to be severe. Specifically, David Michaud observed that Beckett's shed had flooded, that the water line stood approximately three-and-a-half feet high outside of the shed, that the home's basement had several feet of standing water, that the carpet was saturated with water, that the moisture content of the drywall was at 100 percent, and that there was severe mold growth on the home's main floor's walls, furniture, and flooring. The flooding was so severe that David Michaud determined that even the second story of Beckett's home was damaged. David Michaud explained to Beckett that he could not know what all needed to be done until he began working on the project. Beckett signed a service authorization form permitting Michaud Mitigation to begin remediating the damage to the property.
David Michaud made a sketch of the property and took notes on a daily basis for the purpose of invoicing Beckett. David Michaud also took extensive photos of the property and the work performed. Following completion of the work on the property, David Michaud used the software Xactimate to generate an invoice for Beckett. David Michaud entered the sketch and the days various pieces of equipment were used into Xactimate. The fees were calculated based upon this information. Xactimate suggested that Michaud Mitigation charge Beckett $51,189.75 for the work (the "Xactimate Invoice").
David Michaud filed claims for breach of contract, unjust enrichment, and quantum meruit against Beckett after Beckett did not pay him the requested $51,189.75. Michaud Mitigation was subsequently substituted as the proper plaintiff. In his answer, Beckett admitted that he had not paid Michaud Mitigation anything for the work performed. Beckett raised the defense that there was no valid contract between him and Michaud Mitigation because the purported contract lacked a required price term.
The case proceeded to a bench trial. David Michaud testified extensively about the damage done to Beckett's property and the extensive work required to remediate the damage. Michaud Mitigation sought to have the Xactimate Invoice entered into evidence. Beckett objected to a lack of foundation, contending there was no evidence as to "how [Xactimate] runs, what's the basis of it, what's its algorithm look like, or any of the other functions that go into spitting out this invoice." The trial court overruled the objection and admitted the Xactimate Invoice, but expressly noted that it was not necessarily accepting the charges in the Xactimate Invoice as fair and reasonable. David Michaud testified that he used Xactimate for all of his customers, that he had used it as long as he had been in the mitigation industry, that its use is directed by the industry, and that it is a unified billing platform used by both the insurance and mitigation industries. David Michaud believed that $51,189.75 was a fair and reasonable charge for the work done. On cross-examination, David Michaud testified that he did not create Xactimate, understand its code, or understand how it was created.
Beckett testified that he believed $51,189.75 was not a reasonable charge for the work done. When asked to provide an amount that he believed to be reasonable for services performed, Beckett offered no evidence.
The court found that an enforceable contract existed between the parties and awarded Michaud Mitigation the $51,189.75 sought under the contract as well as $16,551.90 in attorneys’ fees. Beckett now appeals.1
In Point One, Beckett argues the trial court erred in finding a contract between himself and Michaud Mitigation because the purported contract did not contain a price term or a method for determining the price. In Point Two, Beckett contends the trial court abused its discretion in accepting the Xactimate Invoice into evidence because it was not supported by a proper foundation due to the uncertainties in how the price estimate it contained was calculated.
Beckett challenges the existence of a valid contract between himself and Michaud Mitigation because the agreement lacked the required price term and did not fall into the exceptions allowing for a valid contract despite the absence of a price term.
In court-tried cases, we will affirm the judgment of the trial court "unless there is no substantial evidence to support it, unless it is against the weight of the evidence, unless it erroneously declares the law, or unless it erroneously applies the law." Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976) ; see also Rule 84.13(d)(1).2 Whether an enforceable contract exists is a question of law that we review de novo. See May v. Williams, 531 S.W.3d 576, 582–83 (Mo. App. W.D. 2017) (internal citations omitted) (reviewing de novo an appellant's argument that no enforceable contract existed between the parties due to the absence of a price term).
Both parties acknowledge the precedent established in Allied Disposal, Inc. v. Bob's Home Serv., Inc., 595 S.W.2d 417 (Mo. App. E.D. 1980). Allied recognized "the general rule that an agreement must fix a price or provide a method to ascertain the price in order to form an enforceable contract," but nevertheless found an enforceable contract existed between the parties where the parties had agreed upon a price to be determined at a future time. Id. at 419, 421. Beckett contends that while Allied allowed the parties to create a valid and binding contract even though they expressly agreed to later determine the price, that exception applies only in a narrow set of cases, such as exclusive sale and distribution agreements and contracts for the sale of goods under the Uniform Commercial Code. Conversely, Michaud Mitigation posits that Allied obviated the strict necessity for price terms in contracts and provided that courts may consider the particular facts and circumstances at issue in determining whether a contract without a price term is enforceable. We agree with Michaud Mitigation's characterization of Allied, and we hold an enforceable contract existed in the present case. Indeed, holding otherwise would severely undermine the reasonable and common practice in home repairs where the contractor is able to calculate the amount owed for the services performed only after sufficient work has been completed from which the contractor is able to calculate its own expenses from the project.
In Allied, the trial court dismissed all counts in a breach of contract action, apparently finding no contract existed between the parties because the purported contract did not contain a price term, but contained a term providing only that "[t]he price ... shall be mutually agreed upon[.]" Id. at 418–19. On appeal, we recognized "the general rule that an agreement must fix a price or provide a method to ascertain the price in order to form an enforceable contract." Id. at 419 (citing Barling v. Horn, 296 S.W.2d 94 (Mo. 1956) ). However, we also recognized the exception that there exists an implied standard of reasonableness when the purported contract has no price term but has been executed. Id. (internal citation omitted). Additionally, we concluded that the Missouri legislature had made statutory changes that "reflect[ed] a legislative policy of the state to obviate the prior doctrine invalidating contracts where the price was left to further agreement." Id. at 421 (citing Sections 400.2-204, 400.2-3053 ). Instructive for our analysis of this case, we approvingly cited cases finding contracts enforceable despite the absence of a price term where an appropriate price would be difficult or impossible to determine before performance of the contract. Id. at 420 (citing United States v. Swift & Co., 270 U.S. 124, 46 S.Ct. 308, 70 L.Ed. 497 (1926) ; Mantell v. Int'l Plastic Harmonica Corp., 141 N.J. Eq. 379, 55 A.2d 250 (N.J.Err. & App. 1947) ). Ultimately, we concluded that the absence of a price term, even absent execution by one party, "does not...
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