AA Construction of Missoula, LLC v. Choice Land Corp.
264 P.3d 709
Mont.2011Background
- CLR hired Waynco as general contractor; Waynco controlled site access and subcontracting.
- Waynco solicited and AAA submitted a bid for concrete work on March 30, 2007, totaling $94,918.25.
- Wright signed AAA's bid with interlineations; Waynco used the bid to formulate CLR's bid and CLR accepted.
- AAA began work May 1, 2007; Waynco authorized additional demolition for $13,500, bringing total to $108,419.25, then later sent a broader Subcontract Agreement.
- Subcontract Agreement expanded work but did not raise compensation; AAA sent a new bid of $206,858.25 but refused to perform the added work without payment.
- AAA left the project June 6, 2007; a construction lien was filed, substituted by a surety bond; district court awarded AAA the lien amount, costs, and later CLR sought attorney fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did AAA's bid create a binding contract? | AAA argues AAA's bid constituted the contract terms Waynco accepted. | Waynco contends the interlineations created a counter-offer not yet accepted. | Yes, AAA's bid bound the parties; acceptance occurred via performance and site control. |
| Did the Subcontract Agreement modify the original contract? | Waynco contends oral or written modification via Subcontract Agreement. | AAA contends no valid modification; assent not shown. | No effective modification; no valid assent to modify the original contract. |
| Was Waynco the materially breaching party? | AAA argues Waynco failed to pay for work performed. | Waynco asserts AAA breached the contract. | Waynco was the materially breaching party; AAA performed substantial work before leaving. |
| Is CLR entitled to attorney fees under 71-3-124, MCA? | CLR seeks attorney fees as lien claimant; lien substitution doesn’t defeat its entitlement. | AAA/Waynco contend lien status was altered by substitution; fee request should fail. | CLR is entitled to attorney fees; lien substitution does not negate its basis. |
Key Cases Cited
- Zier v. Lewis, 352 Mont. 76, 218 P.3d 465 (2009 MT 266) (consent and mutual assent essential to contract formation)
- Johnston v. Palmer, 337 Mont. 101, 158 P.3d 998 (2007 MT 99) (contract existence as a combined issue of fact and law)
- Hetherington v. Ford Motor Co., 257 Mont. 395, 849 P.2d 1039 (1993) (meeting of the minds and acceptance through performance)
- Matzinger v. Remco, Inc., 171 Mont. 383, 558 P.2d 650 (1976) (modification of written contracts by oral agreement)
- Hutnick v. United States Fidelity & Guaranty Co., 253 Cal. Rptr. 236, 763 P.2d 1326 (1988) (bond substitution does not erode lien rights)
- R.C. Hobbs Enterprises, LLC v. J.G.L. Distributing, Inc., 325 Mont. 277, 104 P.3d 503 (2004 MT 396) (material breach limits reciprocal actions)