Wood-Hopkins Contracting Co. v. North Carolina State Ports Authority

• Decision Date: 25 February 1974
• Docket Number: No. 45,WOOD-HOPKINS,45
• Citation: 202 S.E.2d 473,284 N.C. 732
• Parties: CONTRACTING COMPANY, a corporation v. NORTH CAROLINA STATE PORTS AUTHORITY.
• Court: North Carolina Supreme Court

Page 473

202 S.E.2d 473

284 N.C. 732

WOOD-HOPKINS CONTRACTING COMPANY, a corporation v. NORTH CAROLINA STATE PORTS AUTHORITY.

No. 45.

Supreme Court of North Carolina.

Feb. 25, 1974.

Grier, Parker, Poe, Thompson, Bernstein, Gage & Preston by Joseph W. Grier, Jr., and William L. Rikard, Jr., Charlotte, for plaintiff appellee.

Robert Morgan, Atty. Gen. by Edwin M. Speas, Jr., Asst. Atty. Gen., Raleigh, for defendant appellant.

HIGGINS, Justice.

The defendant first challenged the plaintiff's right to recover in this action on the ground the contract required the plaintiff to perform labor, furnish materials, and complete its obligation under the contract for the fixed lump sum stated in the contract.

The parties stipulated that the plaintiff filed a base bid of $2,947,417.00 and $350,330.00 and $94,402.00 for certain alternative proposals. The contract specifically provided for a unit price for certain items of construction. These items included a provision of $2.00 per cubic yard for underwater fill compressed in place as base support for pilings designed to support the above-water unloading facilities. The plaintiff claimed pay at the rate of $2.00 per cubic yard for 54,440 cubic yards of fill. The defendant denied the claim on the ground that the entire work was covered by the amount bid which was a lump sum contract provision.

It is admitted that the defendant's engineers, chief of whom was Mr. Joseph R. Gordon, prepared the plans and specifications and, after the plaintiff's bid was accepted, drew the contract which specifically stated that fill should be paid for at the rate of $2.00 per cubic yard. The engineer first testified that the purpose of inserting the price per unit was, 'To be fair to the contractor we wanted to give him an adjustment for the work he actually performed. So, if the river bottom changed from the time of the survey until the time he began work, that would be one reason the unit prices were included. That actually happened. That was the primary reason. . . . The second reason was that there was some money held back at the time of the letting of the contract that the Ports Authority intended to spend along the end and the unit price would be used to negotiate additional changes for which a change order would have been written. These unit prices are also included to cover extra work that might need to be done. They form the basis of negotiating the change order for the extra work.' But in the pinch Mr. Gordon testified:

'Q The fact is, Mr. Gordon, that these figures were put in simply for the contractor's guidance with the expectation that when the material was in place there would be an adjustment?

'A This was the best figure we had, yes, sir, and we did expect to adjust them on the basis of what was actually done.'

The foregoing does not support a lump sum claim for all work. The very fact that a specific price was inserted for fill negates a lump sum claim.

The specifications were drawn by Mr. Gordon, the defendant's engineer. It is a rule of contracts that in case of disputed items, the interpretation of the contract will be inclined against the person who drafted it. Yates v. Brown, 275 N.C. 634, 170 S.E.2d 477; Root v. Insurance Co., 272 N.C. 580, 158 S.E.2d 829; Lester Bros., Inc. v. Thompson Co., 261 N.C. 210, 134 S.E.2d 372; Trust Co. v. Medford, 258 N.C. 146, 128 S.E.2d 141.

Another rule of law which supports the plaintiff's claim is that when general terms and specific statements are included in the same contract and there is a conflict, the general terms should give way to the specifics. Authorities are listed in Am.Jur.2d, Vol. 17, Contracts, Section 270.

The court was correct in holding the unit per cubic yard price of fill rather than the lump sum contention prevails. The above question was argued in the defendant's brief, but the defendant's position is shaded and weakened, if not eliminated, by a stipulation entered at the final hearing.

'(9) The soundings taken after completion of the dredging showed a void beyond the plan line, and there is no dispute as to the amount of additional fill required to fill this area and to complete the contract.'

The dispute is reduced to the question...