Siemens Building Technologies, Inc. v. St. John's Regional Medical Center, No. 25603 (Mo. App. 12/30/2003)
| Decision Date | 30 December 2003 |
| Docket Number | No. 25603,25603 |
| Parties | SIEMENS BUILDING TECHNOLOGIES, INC., Plaintiff-Appellant, v. ST. JOHN'S REGIONAL MEDICAL CENTER and MERCY LIFECARE SYSTEMS, Defendants-Appellants, and ENVIRONMENTAL ENERGY PARTNERS, INC., Defendant-Respondent. |
| Court | Missouri Court of Appeals |
Appeal from the Circuit Court of Jasper County, Honorable Jon Dermott, Judge.
REVERSED.
JoAnn T. Sandifer and Charles B. Cowherd, for Appellants.
Brian J. Rayment, for Respondent.
St. John's Regional Medical Center ("the Medical Center"), Mercy Lifecare Systems ("Mercy"), and Siemens Building Technologies, Inc. ("Siemens") (collectively, "Appellants") appeal from the trial court's judgment granting summary judgment in favor of Environmental Energy Partners, Inc. ("EEP") and awarding attorney fees to EEP. We reverse.
The factual and procedural background of this case is uncommonly complex. We endeavor, therefore, to recount only those facts necessary to resolve the issues decided in this opinion. To that end, the record indicates the following: the Medical Center and Mercy (collectively hereafter, "St. John's") are Missouri not-for-profit corporations. St. John's owns and operates a hospital in Joplin, Missouri, commonly known as the St. John's Regional Medical Center, and leases medical office space at that location. EEP is an Oklahoma corporation engaged in the business of supplying energy management control systems, and transacts such business in Missouri. Siemens is a Delaware corporation authorized to transact business in Missouri, and is the successor, through corporate merger, to the entity formerly known as Landis & Staefa, Inc.
On January 28, 1999, EEP entered into a contract with St. John's ("the Contract") whereby EEP agreed to serve as general contractor for the installation of an energy management program at the aforementioned hospital. Pursuant to the Contract, St. John's agreed to pay for the "full, faithful, and prompt performance" of the work identified therein. The Contract specified a turnkey price for the work not to exceed $1,484,750, payable in ten equal payments of $148,475 on specified dates.
On March 24, 1998, prior to executing the Contract, EEP entered into a standard form construction subcontract ("the Subcontract") with Siemens whereby Siemens agreed to provide labor and materials needed to furnish and install the energy management program at the hospital. EEP agreed to pay Siemens $593,500 for the work according to a specified schedule.
EEP began work under the Contract and, pursuant to the terms of the Contract, St. John's paid to EEP $1,336,275 in nine equal installments of $148,475. St. John's withheld, however, the final payment of $148,475 due to a mechanic's lien filed by Siemens for payment for labor and materials in connection with the energy management program. The lien stemmed from EEP's refusal to pay Siemens the balance of the Subcontract price of $201,178.75 based upon EEP's allegations that the work had not been completed.
On July 1, 1999, Siemens filed in the trial court the aforementioned mechanic's lien statement and claim and, as required by statute, provided notice to St. John's as owners of the property in question. Siemens subsequently filed a petition to enforce the mechanic's lien, naming EEP and St. John's as defendants and alleging that Siemens had fully performed its duties under the Subcontract and that EEP's failure to pay the balance of $201,178.75 was a breach of that agreement. On August 15, 1999, St. John's filed an answer and affirmative defenses to the petition and asserted a cross-claim against EEP alleging that the work required under the Contract was not complete.
EEP filed an answer to St. John's cross-claim on October 4, 1999 admitting that the work under the Contract remained incomplete, as well as a counterclaim against Siemens alleging that Siemens failed to timely complete its work under the Subcontract. On April 24, 2000, pursuant to stipulation of the parties, Siemens filed an amended petition to enforce the mechanic's lien, alleging substantially the same grounds and seeking the same relief as the original petition.
On August 3, 2000, Siemens and St. John's entered into a settlement agreement ("Settlement Agreement") in which both parties acknowledged the dispute between Siemens and EEP under the Subcontract and Siemens' claim for $201,178.75. The Settlement Agreement also acknowledged that St John's was withholding the final payment of $148,475 to EEP under the Contract. Pursuant to the Settlement Agreement, St. John's agreed to pay the $148,475 to Siemens upon entry of a judgment in the litigation between Siemens and EEP. In return, Siemens agreed to release its lien against the Medical Center, dismiss St. John's from the litigation, and indemnify St. John's against any claims of EEP arising out of the "direct payment" to Siemens of the settlement funds. Additionally, Siemens and St. John's agreed to a stipulation of fact in the pending litigation, in which St. John's acknowledged that all labor and materials required under the Contract had been furnished to its satisfaction. On August 11, 2000, St. John's dismissed its cross-claims against EEP. On August 15, 2000, Siemens amended its claim against EEP to reflect the dismissal of the lien, and Siemens and EEP proceeded to trial on Siemens' claim under the Subcontract.
During trial, the trial court granted a directed verdict in favor of Siemens on EEP's pending counterclaim against Siemens, and sustained a motion in limine precluding any evidence concerning that counterclaim. In light of this ruling, EEP sought and received leave of the trial court to file out of time an answer to Siemens' amended petition, in which EEP asserted affirmative defenses to Siemens' claim, including a claim of an offset resulting from Siemens' alleged breach of the Subcontract. EEP's answer to Siemens' amended petition also asserted a cross-claim against St. John's seeking payment of $148,475 under the Contract. It is this cross- claim that formed the basis for the grant of summary judgment underlying this appeal.
At the close of evidence, the jury entered a verdict in favor of Siemens on its contract claim against EEP and determined damages under that claim to be $52,703.75. The jury apparently reached this amount by reducing Siemens' original claim of $201,178.75 by St. John's $148,475 payment to Siemens under the Settlement Agreement. The jury also found in favor of EEP on its offset claim in the amount of $154,250 and stated that Siemens owed EEP $101,546.25.
The trial court entered judgment on the verdict. The judgment stated that:
[o]n the claim of [Siemens] against [EEP], Judgment is granted in favor of [Siemens] and against [EEP] on [Siemens'] Amended Petition for Breach of Contract. The Jury finding respecting the off-set of [EEP] in the amount of $154,250[] is herewith credited as an off-set to the Jury finding in favor of [Siemens] for $52,703.75 and the Court Orders that [Siemens] take nothing from [EEP] by reason of said off-set and that [EEP] take nothing from [Siemens] by reason of said off-set.
The judgment acknowledged that EEP's counterclaim against Siemens was dismissed with prejudice and awarded costs to Siemens but, notably, denied both parties' motions for attorney fees. The trial court designated the judgment as final and appealable under Rule 74.01(b).1 Neither party appealed.
As indicated above, EEP's answer to Siemens' amended petition also asserted a cross-claim against St. John's seeking payment of $148,475 under the Contract. St. John's filed an answer to the cross-claim, denying that it owed $148,475 to EEP and stating that the final payment under the Contract had been paid to Siemens in consideration of the release of its lien on St. John's property. St. John's asserted several affirmative defenses, including the defenses of payment and accord and satisfaction.
EEP twice moved for summary judgment on its cross-claim against St. John's. The first such motion, filed on August 29, 2000, was denied. The second motion, virtually identical to the first and filed on May 17, 2002, was granted. In its second motion, EEP alleged that St. John's overpaid Siemens $101,546.25, and that St. John's was indebted to EEP in that amount. St. John's asserted various arguments in opposition to EEP's motion, both in responses thereto and in a cross-motion for summary judgment.
On January 7, 2003, the trial court sustained EEP's motion for summary judgment as to St. John's and Siemens, even though EEP did not seek summary judgment on any claims against Siemens and, in fact, did not have any pending claims against Siemens. It also sustained EEP's request for attorney fees, stating that "fees are to include all work on this case."
The trial court denied St. John's motion to reconsider its ruling, and on March 25, 2003, the court entered judgment granting EEP's motion for summary judgment and denying St. John's motion for summary judgment. The court entered judgment in favor of EEP and against Siemens and St. John's, jointly and severally, in the amount of $101,546.25, with interest and costs, plus attorney fees incurred since the commencement of the litigation in the amount of $41,606.25. The trial court stated that in its judgment that there was no just reason to delay an appeal, pursuant to Rule 74.01(b). This appeal followed.
It is well settled in Missouri that the propriety of summary judgment is an issue of law to be considered de novo by an appellate court, without deference to the findings of the trial court. SeeITT Commercial Fin. Corp. v. Mid-America Marine Supply Corp., 854 S.W.2d 371, 376 (Mo. banc 1993);Space Planners Architects, Inc. v. Frontier Town-Missouri, Inc., 107 S.W.3d 398, 402 (Mo.App. S.D. 2003). We are to review the entire record to determine whether there exists any genuine issue of material fact and whether the movant is entitled to judgment as a...
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