Spokane Structures, Inc. v. Equitable Inv.

• Decision Date: 28 January 2010
• Docket Number: No. 35349-2008.,35349-2008.
• Citation: 226 P.3d 1263
• Parties: SPOKANE STRUCTURES, INC., a Washington Corporation, Plaintiff-Appellant, v. EQUITABLE INVESTMENT, LLC, an Idaho Limited Liability Company, a.k.a Systems Technologies, Defendant-Respondent.
• Court: Idaho Supreme Court

226 P.3d 1263

SPOKANE STRUCTURES, INC., a Washington Corporation, Plaintiff-Appellant, v. EQUITABLE INVESTMENT, LLC, an Idaho Limited Liability Company, a.k.a Systems Technologies, Defendant-Respondent.

No. 35349-2008.

Supreme Court of Idaho, Boise, November 2009 Term.

January 28, 2010.

Wetzel, Wetzel, Gredeson & Holt, P.L.L.C., Coeur d'Alene, for appellant. Steven C. Wetzel argued.

Paine Hamblen LLP, Coeur d'Alene, for respondent. Patrick E. Miller argued.

EISMANN, Chief Justice.

This is an action to recover damages for preparing plans and specifications for a building remodel. The parties had entered into a "Design/Build Agreement," but after the plaintiff prepared the plans for the remodel, the defendant elected not to proceed with the project. The district court granted summary judgment holding that the parties had an express contract that did not obligate the defendant to pay any money if it elected not to proceed with the project and that recovery under any equitable theory was precluded because of the existence of the express contract. Because the parties did not have a binding contract, we vacate the summary judgment and remand for further proceedings.

I. FACTS AND PROCEDURAL HISTORY

Equitable Investment, LLC, (Landowner) approached Spokane Structures, Inc., (Builder) about designing the remodel of a building into a commercial office and warehouse and then providing the labor and materials for the remodel. The parties executed a one-page document entitled "Design/Build Agreement," which provided as follows:

This agreement between SPOKANE STRUCTURES, INC. and Systemstechnologies [sic] sets forth the scope of the work to be performed by SPOKANE STRUCTURES, INC. in the design and construction of an office and warehouse of approximately 7950 sq. ft. located in Hayden, Idaho. Spokane Structures, Inc. agrees to design, engineer, and draft plans in preparation of all documents/drawings required to enable the owner and contractor to agree on a final design and cost of construction to be performed. As a minimum the drawings to be prepared should include:

1. Site and location plans to determine building location and elevation, set backs from property lines and utility locations.

2. Building foundations, slabs and sidewalks.

3. Building floor plans.

4. Schedules of doors, windows, finishes, etc.

5. Exterior building elevation to show style, form and finish.

6. Building sections to show sufficient detail required to achieve style and to show code compliance.

7. Electrical system layout.

8. Heating, air conditioning and ventilation to show all equipment and ducting.

9. Plumbing system layout including location of all special requirements, hose bibs, etc.

A final cost for construction will be provided upon completion of the plans and approval from the City of Hayden Building Department. The cost for construction is not to exceed $605,000.00, which includes all costs associated with construction, including overhead and profit. Change orders will be handle [sic] in writing only, and billed at cost of change plus 20% for profit and overhead. Billing for construction will be monthly progress billing on the percentage of completion method. This agreement is contingent upon the owners getting financing. Should financing not be obtained Spokane Structures, Inc. will be paid $5000.00 for the plans. A $2,500.00 retainer is required at signing of this agreement.

Builder commenced working on plans for the remodel, and Landowner requested various changes including increasing the building size by 5,000 square feet. On March 16, 2007, Builder completed a final design incorporating those requested changes. It sent Landowner the remodel plans along with a proposed construction contract signed by Builder under which it agreed to complete the project for $644,092. Landowner decided not to follow through with the project.

On June 7, 2007, Builder filed a complaint alleging that the Design/Build Agreement was a binding contract and seeking either specific performance of the agreement or damages for breach of contract, unjust enrichment, quantum meruit, or promissory estoppel. Landowner filed an answer, and on February 12, 2008, it moved for summary judgment. At the hearing on the motion for summary judgment, the district court orally ruled that the Design/Build Agreement was an unambiguous, express contract; that Landowner could not have breached the contract because its terms did not obligate Landowner to do anything; and that Builder could not recover on any equitable theories because there was an express contract.

On April 15, 2008, the district court entered an order granting Landowner's motion for summary judgment. On June 17, 2008, after briefing and argument, the court entered an order awarding Landowner court costs, including a reasonable attorney fee, in the sum of $14,446.75.

On May 23, 2008, Builder had filed a notice of appeal. The district court did not enter a final judgment until June 24, 2008, and then on July 15, 2008, it entered an amended judgment which included the award of costs.

II. ANALYSIS

A. Do We Have Jurisdiction To Hear this Appeal?

Before we address the merits of the appeal, we will consider the effect of Builder's premature notice of appeal. Insofar as is relevant to this case, an appeal as a matter of right could only be taken from a judgment, order, or decree that was final. I.A.R. 11(a)(1). In this case, Builder filed its notice of appeal before entry of the final judgment, and it stated in the notice of appeal that it was appealing "from the Order granting summary judgment entered in the above-entitled action on the 15th day of April, 2008." In addition, the clerk's record on appeal was prepared and filed with this Court before the final judgment was entered, and therefore the final judgment was not in the record on appeal. After this Court raised the lack of a final judgment during oral argument, Landowner supplemented the record with copies of the final judgment and the amended judgment.

At the time Builder filed its notice of appeal, the district court had entered its order granting summary judgment. That order stated IT IS HEREBY ORDERED, ADJUDGED AND DECREED that there exists no issue as to any material fact and that Defendant is entitled to judgment as a matter of law.

NOW, THEREFORE, IT IS ORDERED that Defendant's Motion for Summary Judgment against Plaintiff be, and it is, granted and that judgment will be entered in favor of the Defendant Equitable Investment, LLC, and against the Plaintiff, Spokane Structures, Inc.

This order did not constitute a judgment. As we stated in In re Universe Life Insurance Co., 144 Idaho 751, 756, 171 P.3d 242, 247 (2007), "An order granting summary judgment does not constitute a judgment."

Rule 56(c) of the Idaho Rules of Civil Procedure provides with respect to a motion for summary judgment:

The judgment sought shall be rendered forthwith if the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. (Emphasis added.)

The "judgment sought" is not an order granting a motion for summary judgment. The judgment sought is a final determination of a claim or claims for relief in the lawsuit. This Rule must be read in context with Rules 54(c) and 58(a) of the Idaho Rules of Civil Procedure.

Rule 54(c) states that "every final judgment shall grant the relief to which the party in whose favor it is rendered is entitled."¹ (Emphasis added.) The relief to which a party is entitled is not the granting of a motion for summary judgment. The Rule refers to the relief to which the party is ultimately entitled in the lawsuit, or with respect to a claim in the lawsuit.² The granting of the motion for summary judgment is simply a procedural step towards the party obtaining that relief.

The "relief to which the party ... is entitled" must be read in connection with other rules. Rule 8(a)(1) provides, "A pleading which sets forth a claim for relief ... shall contain ... (2) a short and plain statement of the claim showing that the pleader is entitled to relief, and (3) a demand for judgment for the relief to which he deems himself entitled." The "demand for judgment for the relief to which he deems himself entitled" obviously refers to the relief that the party seeks in the lawsuit. For example, neither the Builder in its complaint nor the Landowner in its answer prayed for the granting of a motion for summary judgment. In this case, the relief sought by Builder was either specific performance of the Design/Build Agreement or damages, and the relief sought by Landowner was dismissal of Builder's complaint. The relief to which a party is entitled is the specific redress or remedy that the court determines the party should receive in the litigation, or with respect to a claim for relief in the litigation.

Rule 58(a) requires that "[e]very judgment shall be set forth on a separate document." That requirement was added to the Rules of Civil Procedure in 1992. Hunting v. Clark County School Dist. No. 161, 129 Idaho 634, 637, 931 P.2d 628, 631 (1997). "The purpose of this rule is to eliminate confusion about when the clock for an appeal begins to run. The separate document requirement was also designed to eliminate uncertainty over what actions of the district court are intended to be its judgment." 46 Am.Jur.2d Judgments § 70 (2006) (footnotes omitted). Thus, in Hunting, 129 Idaho at 637, 931 P.2d at 631, we held that an "`Order Granting Defendant's Motion for Summary Judgment,' stating that `[p]laintiff's complaint is dismissed with prejudice'" was not a judgment that started the running of the time for appeal because it was not a separate document.

Unfortunately, this Court has at times contributed to the confusion by focusing upon whether the document "adjudicates the subject matter of the...