Square Up Builders, LLC v. Crystal Window & Door Sys., Ltd.
| Citation | 658 S.W.3d 218 |
| Decision Date | 20 December 2022 |
| Docket Number | ED 110578 |
| Parties | SQUARE UP BUILDERS, LLC, Respondent, v. CRYSTAL WINDOW & DOOR SYSTEMS, LTD., Appellant. |
| Court | Court of Appeal of Missouri (US) |
Ted F. Frapolli, 1714 Deer Tracks Trail, Suite 200, St. Louis, MO 63131, For Respondent.
James C. Leritz, 555 Washington Avenue, Suite 600, St. Louis, MO 63101, For Appellant.
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.
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.
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) ).
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 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. (). 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, L.L.C., 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 ().
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:
The trial court did not rely on any specific provision for its award of attorney's fees and expenses in the final judgment.
The award of attorney's fees and expenses was proper because Paragraph 4 of the Purchase Order expressly authorized such award and attorney's fees were specifically pleaded
The award of attorney's fees and expenses was proper here because the Purchase Order agreement between the parties specifically authorized such award and Square Up properly requested attorney's fees and expenses.
We agree with Crystal Window that neither Paragraph 6 nor Paragraph I of the Purchase Order—the provisions referenced in Square Up's motion for attorney's fees and in Crystal Window's counterclaim—authorize an award under the circumstances here. Paragraph 6 expressly applies to third-party claims filed against Square Up for which Crystal Window is bound to indemnify and defend Square Up; here, there was no third-party claim filed against Square Up. Likewise, Paragraph I expressly applies in arbitration proceedings; here, this award did not arise out of arbitrated claims.
But in its original petition, Square Up referenced Paragraph 4, which states: "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 provide Goods in conformance with the requirements of this P.O." The Purchase Order is a contract and is the only applicable agreement between the parties. In interpreting provisions of the Purchase Order, we apply contract law principles and seek to determine the intent of the parties and give effect to their intention. Ordower v. NRT Mo., LLC, 528 S.W.3d 463, 466 (Mo. App. E.D. 2017) (citing Triarch Indus., Inc. v. Crabtree, 158 S.W.3d 772, 776 (Mo. banc 2005) ). We discern the parties’ intent from the contract language as expressed by its plain and ordinary meaning. Id.
Paragraph 4 of the Purchase Order authorized the present award of attorney's fees and expenses because its plain language unambiguously provides that "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 provide Goods in conformance with the requirements of this P.O." It is undisputed that Seller is Crystal Window and Buyer is Square Up, and that both parties agreed to the Purchase Order. After trial on Square Up's petition for breach of contract and warranties, the trial court found that Crystal Window breached this contract resulting in damages to Square Up—a finding that is not challenged on appeal. Therefore, under the plain terms of Paragraph 4, Square Up is entitled to attorney's fees and expenses.
It is of no import that Square Up referenced a different provision of the Purchase Order in its motion for...
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...review a trial court's award of attorney fees for an abuse of discretion. Square Up Builders, LLC v. Crystal Window & Door Sys., Ltd., 658 S.W.3d 218, 220 (Mo. App. E.D. 2022). However, that standard of review applies only when the trial court had authority to award such fees. Id. Whether a......