Forever Green Athletic Fields, Inc. v. Lasiter Construction, Inc.
384 S.W.3d 540
Ark. Ct. App.2011Background
- Forever Green bid to supply/install ProGreen fields but lacked proper Arkansas contractor license, so Lasiter Construction was engaged to perform as contractor and manage installation.
- Forever Green sued Lasiter (2006) for unpaid material balances; Lasiter counterclaimed for cost overruns and assigned University of Arkansas claims; Lasiter also filed third-party claims against PSS and others.
- Seven-day trial resulted in a general verdict denying all claims with no damages; post-trial motions sought JNOV or new trial.
- Circuit court granted Lasiter a new trial on breach-of-contract claims, but denied JNOV; Forever Green and PSS challenged/appealed; cross-appeal raised issues about third-party beneficiaries and warranties.
- Key disputes centered on statute of frauds applicability, contractor-licensing law, alleged partnership/joint venture, and whether new trial was proper under Rule 59(a)(8).
- On direct appeal, the court affirmed the new-trial grant and related rulings; on cross-appeal, it affirmed the denial of JNOV regarding breach-of-warranty, and addressed remand findings and third-party-beneficiary issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the new trial proper on the breach-of-contract claims? | Forever Green/PSS argue no abuse of discretion; evidence supported original instructions. | Lasiter contends misinstruction on statute of frauds; inconsistency in interrogatories warranted new trial. | Yes, new trial upheld. |
| Did the statute of frauds bar Forever Green's cost-overrun undertaking? | There was no collateral promise; original agreement; promissory language supports original contract. | Cost-overrun promise collateral; writing not clearly proving original obligation; statute bars enforcement. | The statute of frauds did not bar Lasiter's claims. |
| Did the Arkansas Contractor's Licensing Law require dismissal or bar claims? | Lasiter acted as contractor without proper license; claims barred under § 17-25-103(a)(1), (d). | Lasiter held a valid license; § 17-25-103(d) not applicable; claims not barred. | Law did not bar Lasiter's claims. |
| Was there a partnership/joint venture between Forever Green and PSS and should it have been directed as such? | Evidence supported a partnership/Joint venture under ProGreen usage; liability joint. | Evidence conflicted; no clear partnership; instruction improper. | Question of partnership was for fact-finder; directed verdict not warranted. |
| Are the third-party-beneficiary claims subject to remand along with breach-of-contract claims? | Third-party-beneficiary claims are tied to breach and should be retried jointly. | Remand should not bind to third-party issues not expressly decided; separate evaluation needed. | Affirmed that third-party-beneficiary claims are encompassed in the remand/new-trial scope. |
Key Cases Cited
- Oil City Iron Works v. Bradley, 171 Ark. 45, 283 S.W. 362 (Ark. 1926) (main purpose exception to the statute of frauds)
- S.R.H. Robinson & Son Contracting Co. v. Twin City Bank, 103 Ark. 219, 146 S.W. 523 (Ark. 1912) (main purpose doctrine under statute of frauds)
- Gale v. Harp, 64 Ark. 462, 43 S.W. 144 (Ark. 1897) (collateral vs original promises under statute of frauds)
- Chapline v. Atkinson, Co., 45 Ark. 67 (Ark. 1885) (original vs collateral undertaking analysis)
- Capel v. Allstate Ins. Co., 78 Ark.App. 27, 77 S.W.3d 533 (Ark. App. 2002) (undertaking analysis in collateral/original context)
- E.P. Dobson, Inc. v. Richard, 17 Ark.App. 155, 705 S.W.2d 893 (Ark. App. 1986) (factors for collateral vs original determination)
- Farm Service Cooperative, Inc. v. Goshen Farms, Inc., 267 Ark. 324, 590 S.W.2d 861 (Ark. 1979) (malicious-prosecution counterclaim premature filing)
- Gammill v. Gammill, 256 Ark. 671, 510 S.W.2d 66 (Ark. 1974) (fact questions; standard for appellate review of verdicts)
- Harrison v. Trader, 29 Ark. 85 (Ark. 1874) (longstanding equitable principles in corporate liability)
- Palmer v. Carden, 239 Ark. 336, 389 S.W.2d 428 (Ark. 1965) (reversal/restoration of rights on judgment vacation)