Paul W. Abbott, Inc. v. Axel Newman Heating & Plumbing Co.

• Decision Date: 28 February 1969
• Docket Number: No. 41308,41308
• Citation: 282 Minn. 493,166 N.W.2d 323
• Parties: PAUL W. ABBOTT, INC., Respondent, v. AXEL NEWMAN HEATING AND PLUMBING COMPANY, Inc., Appellant, City of St. Paul, Respondent.
• Court: Minnesota Supreme Court

Page 323

166 N.W.2d 323

282 Minn. 493

PAUL W. ABBOTT, INC., Respondent, v. AXEL NEWMAN HEATING AND PLUMBING COMPANY, Inc., Appellant, City of St. Paul, Respondent.

No. 41308.

Supreme Court of Minnesota.

Feb. 28, 1969.

Syllabus by the Court

1. Where the words of a contract are ambiguous, precontract negotiations may be considered to determine the meaning and intent of the parties.

2. A contractor whose obligations under a contract are fixed by precontract negotiations which clarify a specification which would otherwise be ambiguous may be obligated to a greater quantum of performance by the specification than a third person who contracts with reference to the specifications but without the benefit of the clarifying precontract negotiations.

Stringer, Donnelly & Sharood, St. Paul, for appellant, Bert A. Minwegen, St. Paul, of counsel.

Gearin, Price, Melzarek & Jensen, St. Paul, for respondent, Paul W. Abbott, Inc.

Joseph P. Summers, City Atty., Thomas J. Stearns, Asst. City Atty., St. Paul, for respondent, City of St. Paul.

Heard before KNUTSON, C.J., and MURPHY, ROGOSHESKE, SHERAN and PETERSON, JJ.

OPINION

SHERAN, Justice.

Appeal from an order of the municipal court of the city of St. Paul denying an alternative motion for amended findings or a new trial.

The city of St. Paul, preparing to construct two new fire stations, called for bids for the required plumbing. Axel Newman Heating and Plumbing Company, Inc., the successful bidder, subcontracted the job of insulating the plumbing as required by the city's specifications to Paul W. Abbott, Inc. While the work was in progress, a dispute arose as to whether the specifications issued by the city, on the basis of which Newman secured its contract and Abbott obtained its subcontract for the insulation, required that All the domestic water pinping be insulated or only so much of it as was placed above the finished ceilings of the buildings. The disputed specification, formulated by the city as a basis for the bids, reads:

'All domestic water piping and rainwater piping Installed above finished ceilings under this specification shall be insulated * * *.' (Italics supplied.)

The city contended that the limiting effect of the underlined phrase applies only to 'rainwater piping'; Newman, the contractor, and Abbott, the subcontractor, contended that the phrase 'installed above finished ceilings' applies to both rainwater piping and domestic water piping. It was then agreed by representatives of the three parties that notwithstanding the dispute Abbott could insulate the domestic water piping wherever located and that the question of whether this work was required by the specifications or should be paid for as 'an extra' would be resolved when the job was done. A representative of Newman requested Abbott to proceed on this basis and it did so. It is agreed that the reasonable value of the work done in insulating the domestic water piping which was not 'above finished ceilings' is $772.37.

After the buildings were completed, Abbott sued Newman and the city for recovery of this amount; Newman cross-claimed against the city for its profit and overhead expense on the work; and the city denied liability to either of them. The trial court found in favor of Abbott against Newman but determined, in effect, that the city was liable to neither Abbott or Newman for the disputed work. Newman, appealing, contends in this court that the decision is perverse.

1. Were it not for a discussion with respect to the disputed specification which took place between a representative of the city of St. Paul and a representative of Newman before it submitted its bid for...