Square Up Builders, LLC v. Crystal Window & Door Sys.

• Decision Date: 20 December 2022
• Docket Number: ED110578
• Court: Missouri Court of Appeals
• Parties: SQUARE UP BUILDERS, LLC, Respondent, v. CRYSTAL WINDOW & DOOR SYSTEMS, LTD., Appellant.

SQUARE UP BUILDERS, LLC, Respondent,
v.
CRYSTAL WINDOW & DOOR SYSTEMS, LTD., Appellant.

No. ED110578

Court of Appeals of Missouri, Eastern District, First Division

December 20, 2022

Appeal from the Circuit Court of St. Louis County 18SL-CC04500; Honorable John N. Borbonus

SHERRI B. SULLIVAN, J.

Introduction

Crystal Window & Door Systems, Ltd. (Crystal Window) appeals from the trial court's award of attorney's fees to Square Up Builders, LLC (Square Up) in its suit for breach of contract and breach of warranty against Crystal Window. We affirm.

Factual and Procedural Background

In 2017, Crystal Window contracted with Square Up to provide windows for Square Up's building project as articulated in a purchase order (the Purchase Order). After Crystal Window failed to deliver the windows in a timely fashion and, in addition, delivered non-conforming and defective windows, Square Up filed suit for breach of contract and breach of warranty. In its prayers for relief for each count, Square Up requested monetary damages in addition to attorney's fees and expenses. Crystal Window filed a counterclaim for breach of contract, alleging that Square Up had failed to pay all amounts due under the contract, and requesting monetary damages in addition to attorney's fees and expenses.

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After a bench trial, the trial court entered judgment in favor of Square Up, awarded monetary damages, and ordered Square Up to submit a fee bill and motion for fees and expenses. Square Up submitted a motion for attorney's fees and expenses, supported by an affidavit and fee bill. Crystal Window opposed this motion on the basis that the provision of the Purchase Order referenced in Square Up's motion for attorney's fees related solely to third-party claims, and that no applicable provision existed to support an award of attorney's fees and expenses. Square Up replied to this opposition and attached a copy of the original petition, the Purchase Order, and Crystal Window's answer to the petition. The trial court entered full and final judgment in favor of Square Up awarding monetary damages, attorney's fees, and expenses. Crystal Window filed a motion to amend or modify the judgment as it pertained to attorney's fees pursuant to Rule 75.01,^[1] which Square Up opposed and which the trial court denied. This appeal follows.

Standard of review

We generally review a trial court's decision regarding an award of attorney's fees for an abuse of discretion. Hendrix v. City of St. Louis, 636 S.W.3d 889, 903 (Mo. App. E.D. 2021) (citing Fowler v. Fowler, 504 S.W.3d 790, 803 (Mo. App. E.D. 2016)). That standard of review, however, only applies in instances where the trial court had authority to award such fees. Id. (citing Roller v. Steelman, 297 S.W.3d 128, 131 (Mo. App. W.D. 2009)). Whether a trial court had authority to award attorney's fees is a question of law that we review de novo. Id. (citing Lucas Stucco & EIFS Design, LLC v. Landau, 324 S.W.3d 444, 445 (Mo. banc 2010)).

Discussion

In its sole point on appeal, Crystal Window argues the trial court erred in awarding attorney's fees and expenses to Square Up because its motion for attorney's fees and expenses

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did not cite any contractual provision entitling Square Up to such fees or expenses. For the following reasons, we affirm the award of attorney's fees and expenses.^[2]

General law governing award of attorney's fees

Missouri adheres to the "American Rule" for attorney's fees, which requires each party to pay the attorney's fees that he or she incurs in litigation. Id. (citing Tupper v. City of St. Louis, 468 S.W.3d 360, 374 (Mo. banc 2015)). One exception to this general rule is where a contract or agreement between the parties provides for an award of attorney's fees and costs. See Ruby v. Troupe, 580 S.W.3d 112, 115 (Mo. App. W.D. 2019) (citing Lucas Stucco, 324 S.W.3d at 446).^[3] "When a party requests attorney's fees under a provision of a contract, the trial court must comply with the terms set forth in that contract." Martha's Hands, LLC v. Rothman, 328 S.W.3d 474, 482-83 (Mo. App. E.D. 2010) (quoting Mihlfeld & Assocs. Inc. v. Bishop & Bishop, LLC, 295 S.W.3d 163, 174 (Mo. App. S.D. 2009)).

Attorney's fees are considered special damages which, pursuant to Rule 55.19,^[4] must be specifically pleaded. Hendrix, 636 S.W.3d at 903 (citing Scheck Indus. Corp. v. Tarlton Corp., 435 S.W.3d 705, 732 (Mo. App. E.D. 2014); Ruby, 580 S.W.3d at 115; and Lau v. Pugh, 299 S.W.3d 740, 751 (Mo. App. S.D. 2009)).

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The attorney's fees provisions of the Purchase Order

The parties agree that the only agreement between them that could give rise to an award of attorney's fees is the Purchase Order. Square Up cited two provisions of the Purchase Order relating to attorney's fees in its petition and motion for attorney's fees, and Crystal Window cited a separate provision of the Purchase Order relating to attorney's fees in its counterclaim. We outline the three relevant provisions below:

■ Paragraph 4 of the Purchase Order terms and conditions, which states in relevant part: "Seller shall be responsible to Buyer for all costs and expense[s] that Buyer incurs, including reasonable attorney's fees, as the result of Seller's failure to

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