Boone Coleman Constr., Inc. v. Village of Piketon
13 N.E.3d 1190
Ohio Ct. App.2014Background
- Boone Coleman contracted with Piketon to perform roadway, signaling, and wall work for $683,300 with time‑of‑the‑essence deadlines and $700/day liquidated damages for delays.
- Projected completion was 120 days after start; extensions were later agreed to May 30, 2008.
- Boone Coleman allegedly delayed completion by 397 days, finishing July 2, 2009, well after the extended deadline.
- Contract required written notice for extensions and price adjustments; Boone Coleman failed to follow these procedures.
- Boone Coleman sought unpaid contract balance and extra compensation for subsurface issues and revisions; Piketon counterclaimed for liquidated damages.
- Trial court granted summary judgment for Piketon on damages and for part of its counterclaim; portions were remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Liquidated damages validity | Boone Coleman claims the $700/day damages are an unenforceable penalty. | Piketon argues damages were a genuine liquidated measure of loss for delay. | Liquidated damages deemed unenforceable penalty; damages remanded for proceedings. |
| Notice compliance for extensions and price changes | Boone Coleman asserts village had actual notice; strict contract notice should be excused. | Boone Coleman failed to follow express notice: to village and Woolpert within required periods. | Failure to follow notice provisions bars extensions and extra compensation; judgment affirmed on that point to extent challenged. |
| Spearin/subsurface conditions waiver | Subsurface defects entitle extra costs under Spearin doctrine. | Contract allocated risk and barred such claims; no waiver of contract terms shown. | Waiver or contract terms barred Spearin-based recovery; rejected claim. |
| Delay fault allocation | Delay caused by Piketon actions/inactions; Boone Coleman should not bear liquidated damages. | Contractual terms and notices allocate fault to Boone Coleman absent proof. | Court apportioned fault in part; majority concludes no genuine issue of material fact as to fault for delay; (remand separate for factual dispute in dissent). |
Key Cases Cited
- Spearin v. United States, 248 U.S. 132 (U.S. 1918) (contractor not responsible for defects in owner‑provided plans)
- Dugan & Meyers Constr. Co. v. Ohio Dept. of Admin. Servs., 113 Ohio St.3d 226 (Ohio 2007) (change-order procedures; waiver not presumed)
- Lake Ridge Acad. v. Carney, 66 Ohio St.3d 376 (Ohio 1993) (test for enforceability of liquidated damages)
- Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 (Ohio 1984) (three‑part test for liquidated damages; penalties if disproportionate)
- S & M Constructors, Inc. v. Columbus, 70 Ohio St.2d 69 (Ohio 1982) (Spearin doctrine compatibility with contract terms)