A1 Fire Sprinkler Contractors, LLC v. B.W. Sullivan Building Contractor, Inc.
217 So. 3d 731
Miss. Ct. App.2017Background
- B.W. Sullivan sued A1 Fire Sprinkler Contractors LLC (and Wayne Marisco) for breach of contract concerning installation of a concrete water storage tank and a clean‑agent fire suppression system in a construction project.
- The signed contract described: “Furnish and install all fire sprinkler systems and fire pump/house as per plans specifications and addendums as prepared by JBHM Architects” for $220,000.
- A1 submitted a $220,000 bid/proposal (not signed or clearly incorporated), which included an exclusion for “[a]ny and all [concrete] work” (scrivener’s error noted) and a parenthetical “Wet Pipe Systems.”
- The architects’ specifications and plans (approx. 40 pages) detailed the water tank (five pages) and the clean‑agent system (twelve pages), which the court found consistent with the contract language.
- Trial court held the contract unambiguous and required A1 to reimburse B.W. Sullivan for costs incurred to complete the disputed items; judgment was entered against A1 Fire Sprinkler LLC (a successor entity formed after the events).
- On appeal the Court of Appeals affirmed the contract interpretation but modified the judgment to run against A1 Fire Sprinkler Contractors LLC (the original contracting party), not the successor LLC, and rejected several defenses raised by A1.
Issues
| Issue | Sullivan's Argument | A1's Argument | Held |
|---|---|---|---|
| Contract scope — whether contract required supplying/ installing concrete tank and clean‑agent system | Contract (with incorporated architects’ plans/specs) unambiguously required those items | Bid exclusions and “Wet Pipe Systems” heading show those items were excluded or bid only for steel tank | Court: Contract unambiguous; architects’ specs control; A1 failed to show reversible error — claim denied |
| Whether the bid, not the short contract sentence, should control | Contract and plans control; bid not shown to supersede | Bid is more specific and should control over vague contract | Court: Canon favoring specific terms only applies when contract ambiguous; here contract not ambiguous; bid insufficient to alter outcome |
| Voluntary payment doctrine — whether Sullivan’s payments bar recovery | Sullivan is entitled to reimbursement for sums paid to complete contractual work | Payments were voluntary and therefore unrecoverable under the volunteer rule | Court: Defense was not pleaded; issue procedurally barred; not considered on merits |
| Judgment against successor LLC — whether judgment could be entered against A1 Fire Sprinkler LLC (successor) | Judgment is enforceable against successor under continuity/continuation doctrines | Successor LLC was not a party, not served; judgment improper against it | Court: Modified judgment to name original contracting party (A1 Fire Sprinkler Contractors LLC); no finding of veil piercing; successor not bound here |
Key Cases Cited
- Hermann v. Hermann, 193 So. 3d 670 (Miss. Ct. App. 2016) (contract construction can favor more specific terms when ambiguity exists)
- Jordan v. State, 995 So. 2d 94 (Miss. 2008) (trial‑court judgments presumed correct; appellant bears burden to show reversible error)
- Glantz Contracting Co. v. Gen. Elec. Co., 379 So. 2d 912 (Miss. 1980) (voluntary‑payment doctrine defined)
- Morris v. Macione, 546 So. 2d 969 (Miss. 1989) (discusses entering orders against successor corporations where veil piercing or fraud shown)
- EDW Invs. LLC v. Barnett, 149 So. 3d 489 (Miss. 2014) (continuity of enterprise theory must be pled in complaint)