Crossland Acquisition, Inc. v. HNTB Corporation
14-15-00463-CV
| Tex. App. | Nov 18, 2015Background
- HNTB had a prime contract with TxDOT for US 290/Hempstead corridor work and retained Crossland under a Master Agreement plus Task Orders (notably Task Orders 3 and 4) to provide right‑of‑way acquisition and relocation services in Texas.
- Task Orders set a “maximum amount” payable and contained termination dates; payment method in the Master Agreement/Task Orders was primarily time‑and‑materials: actual hours × specified rates ("specified rate").
- The Task Orders’ stated "deliverables" were monthly status reports and budget projections/anticipated funding requirements, not a guarantee that Crossland would complete all parcel work for the maximum amount.
- Some supplements (notably Supplement 1 to Task Order 4) used different deliverables and a firm fixed‑price/unit cost payment method; but those supplements were limited and not identical to Task Orders 3 and 4 generally at issue.
- HNTB moved for summary judgment arguing the Task Orders required Crossland to complete all services for all parcels for the fixed “maximum amount,” making quantum meruit unavailable; the trial court granted summary judgment for HNTB on breach of contract and quantum meruit claims.
Issues
| Issue | Plaintiff's Argument (Crossland) | Defendant's Argument (HNTB) | Held (trial court) |
|---|---|---|---|
| Whether Task Orders 3 & 4 required Crossland to complete all services for all parcels for a firm fixed price (maximum amount) | Task Orders and Master Agreement show payment was time‑and‑materials (specified rates); "deliverables" were reports and budget projections, not parcel completion; change clauses and other provisions permit adjustment; contract language does not mandate completion of all parcels for the maximum amount | Task Orders set a "maximum amount" payable for the "foregoing obligations," which HNTB reads to mean Crossland must complete all services for all parcels for that fixed sum; thus no recovery beyond contract and quantum meruit is precluded | Trial court accepted HNTB's reading and granted summary judgment for HNTB on breach and quantum meruit claims (i.e., found Task Orders imposed the firm fixed‑price obligation) |
| Whether quantum meruit is available for services not covered by the express contract | Crossland: quantum meruit is available for services not covered by the contract or for work performed beyond the contract scope/maximum, because many provisions allow assignments, supplements, and change orders; the contract’s deliverables and payment scheme indicate T&M, not a sealed fixed price for all parcel work | HNTB: quantum meruit is unavailable because the contract covered the services (Crossland was obligated to complete all services for the fixed maximum) | Trial court held quantum meruit unavailable, granting summary judgment for HNTB |
Key Cases Cited
- Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844 (Tex. 2009) (summary judgment reviewed de novo)
- Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342 (Tex. 2006) (courts ascertain parties’ intent from the contract as a whole)
- Coker v. Coker, 650 S.W.2d 391 (Tex. 1983) (court must give effect to all contract provisions; ambiguity for factfinder)
- S. Cnty. Mut. Ins. v. Sur. Bank, N.A., 270 S.W.3d 684 (Tex. App.—Fort Worth 2008) (courts avoid constructions producing absurd results)
- Black Lake Pipe Line Co. v. Union Constr. Co., 538 S.W.2d 80 (Tex. 1976) (quantum meruit principles; recovery when no express contract covers services)
- Bluelinx Corp. v. Texas Const. Sys., Inc., 363 S.W.3d 623 (Tex. App.—Houston [14th Dist.] 2011) (quantum meruit may lie for work not covered by express contract)
- Forbes, Inc. v. Granada Biosciences, Inc., 124 S.W.3d 167 (Tex. 2003) (summary judgment burdens and proof standards)