United States ex rel. Sealaska Constructors, LLC v. Walsh RMA Joint Venture
| Decision Date | 16 April 2014 |
| Docket Number | CIVIL NO. 13-00020 JMS-KSC |
| Court | U.S. District Court — District of Hawaii |
| Parties | UNITED STATES for the use and benefit of SEALASKA CONSTRUCTORS, LLC; and SEALASKA CONSTRUCTORS, LLC, a Washington limited liability Company, Plaintiffs, v. WALSH RMA JOINT VENTURE; WALSH CONSTRUCTION COMPANY, an Illinois corporation; RMA LAND CONSTRUCTION, INC.; a California corporation; and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation, Defendants. |
ORDER DENYING MOTIONS FOR
PARTIAL SUMMARY JUDGMENT,
DOC. NOS. 52, 54
ORDER DENYING MOTIONS FOR PARTIAL SUMMARY JUDGMENT,
These Motions arise out of a government construction contract dispute between a subcontractor, Plaintiff Sealaska Constructors, LLC ("Plaintiff" or "Sealaska"), and the prime contractor, Defendant Walsh RMS Joint Venture("Walsh"). Sealaska moves for partial summary judgment, seeking rulings as a matter of law that (1) certain construction work was outside the scope of its subcontract with Walsh, and therefore (2) Sealaska is entitled to compensation (in an amount to be proven in later proceedings in this case) for having done that work. Doc. No. 52. On the other hand, Walsh1 moves for partial summary judgment, essentially seeking the opposite -- a ruling that the work was included in the subcontract -- and/or a ruling that Sealaska's claims are barred by waiver or other contractual provisions. Doc. No. 54.2
Based on the following, the court DENIES both Motions. Genuine disputes of material fact preclude summary judgment in favor of either side.
At this summary judgment stage, the court views the evidence in the light most favorable to the non-moving party. See, e.g., Sullivan v. Oracle Corp., 662 F.3d 1265, 1270 (9th Cir. 2011). And given what are essentially cross-motions as to the primary issue -- the meaning and extent of certain provisions of the applicable subcontract -- the court sets forth the background by focusing onexplaining where there are factual disputes as to material issues. That is, the court explains the parties' main arguments in conjunction with setting forth the undisputed and disputed facts and evidence in the record. Because the parties are well aware of the full background of their dispute, the court reiterates only the essential details of the voluminous record as necessary to explain its ruling and make the context clear.
Walsh was the prime contractor on a multi-million dollar United States Army project to construct a "Tactical Equipment Maintenance Facility" (the "Project"), located at Schofield Barracks. Doc. No. 53, Pl.'s Concise Statement of Facts ("CSF") ¶ 2.3 In turn, Walsh and Sealaska entered into a March 30, 2011 Subcontract Agreement (signed by Sealaska on April 4, 2011, and by Walsh on April 11, 2011) (the "Subcontract") for certain site work on the Project. Id. ¶ 3; Doc. No. 53-3, Pl.'s Ex. 1 at 1. The total value of the Subcontract is listed as $8,279,503. Id. The Subcontract describes the "Subcontractor's Work" as follows:
The present Motions concern the scope of work in the Subcontract. In particular, the primary factual question is whether the task of supplying and installing the "drainage aggregate layer and choke stone" (referred to by the parties as "task 32 11 10") is within the Subcontract's intended scope.4 (And both parties believe the court can answer the question at summary judgment.) In the course of performing the Subcontract, Sealaska eventually notified Walsh that it considered task 32 11 10 not to be part of the Subcontract. See, e.g., Doc. No. 55-9, Defs.' Ex. G. Nevertheless, Sealaska asserts that it went ahead and completed the work "for the good of the Project under a full reservation of rights," after Walsh threatened it with default if Sealaska did not perform. Doc. No. 83-1, Kent Rasmussen Decl.¶ 8; Doc. No. 55-15, Defs.' Ex. K at 2. Sealaska indicates that the value of task 32 11 10 is $1,524,450. Doc. No. 52-1, Pl.'s Mot. at 3.
Id. at 15. Exhibit C then lists several "Addenda," "Project Specifications," and nine categories of "Project Drawings," which include "General Civil Sheets C-001 to C-703." Id. at 15-16.
Both sides point to Exhibit B-1 of the Subcontract as being dispositive. Exhibit B-1 starts with this paragraph:
SCOPE OF WORK. Subcontractor is responsible forfurnishing all engineering, designs, calculations, loads, deflections, drawings, details, layouts, submittals, data, certificates, letters, warrantees, installation instructions, schedules, labor, materials, proper storage, fabrications, shipping, tools, permits, supervision and equipment necessary for the complete Demolition, Site work, and Underground Utilities system for the Tactical Equipment Maintenance Facility (TEMF), Schofield Barracks, Oahu, HI, in accordance with the scope of work included with this exhibit.
Id. at 12. It follows with fifteen numbered sections, beginning with:
The fourteen numbered sections that follow section one correspond to, and further describe, most of those specifications listed in paragraphs "a" to "n" in section one. For example, section two lists details of "DEMOLITION," apparently corresponding to paragraph "a" (task "02 41 00 -- DEMOLITION"). Doc. No. 53-3, Pl.'s Ex. 1 at 12. Likewise, section three describes "EARTHWORK," corresponding to paragraph "c" (task "31 00 00 -- EARTHWORK"). Id. Similarly, section eight covers "BASE COURSE FOR RIGID PAVING," corresponding to task "32 11 16.16 BASE COURSE FOR RIGID PAVING." Id. And section twelve provides details for "STORM DRAINAGE UTILITIES," corresponding to task "33 40 00 -- STORM DRAINAGE UTILITIES." Id. at 13.
Sealaska's primary argument is that the task in dispute (task 32 11 10for "drainage aggregate and choke stone") is plainly not included in Exhibit B-1's list of fourteen specifications (section one, paragraphs "a" to "n"), and therefore the task is not within the Subcontract's scope of work. Rather, task 32 11 10 is detailed separately in an eleven-page document, which -- according to Sealaska -- further indicates the task is not part of the Subcontract. See Doc. No. 53-5, Pl.'s Ex. 2.
Walsh responds by emphasizing prefatory language in section one ("including but not limited to") indicates there may be other tasks besides the fourteen that follow. Walsh also stresses the following language in section thirteen of Exhibit B-1:
Doc. No. 53-3, Pl.'s Ex. 1 at 13 (emphases added).6 According to Walsh, a "complete sub drainage system installation" and "complete and functional sub drainage system," necessarily includes "drainage aggregate and choke stone" as described in task 32 11 10. Otherwise, the logic goes, it would not be "complete." But section thirteen of Exhibit B-1 appears to correspond to task "33 46 16 -- SUBDRAINAGE SYSTEM" listed above it in Exhibit B-1's list of fourteen specifications. If so, it does not refer to task 32 11 10, which (according to Sealaska) is a separately definable task, distinct from task 33 46 16.
It is thus unclear whether task 32 11 10 was (1) meant to be encompassed within task 33 46 16; (2) inadvertently or mistakenly omitted from the list of fourteen specifications in...
To continue reading
Request your trial