Background
- Wynnewood owned an oil refinery; WSP (original contractor) contracted to perform environmental work and subcontracted portions to Techsas in Aug. 2018.
- Techsas's subcontract with WSP included a lien-waiver clause and required Techsas to flow-down a similar waiver to its subs.
- H2K contracted with Techsas in 2019 to supply materials/services; Techsas later filed bankruptcy and did not pay H2K.
- H2K served a preliminary notice and filed a materialmen's lien (May 2019) and later sued to foreclose; WSP and its surety posted a bond to discharge the lien.
- Trial court granted summary judgment for defendants, holding H2K was bound by Techsas’s lien waiver and the bond was exonerated.
- Oklahoma Supreme Court retained the appeal, reversed the summary judgment, and remanded: it held the subcontract waiver did not automatically bind a nonparty materialman and §821(B)(2) did not invalidate mechanics’ liens.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a subcontract lien-waiver binds a nonparty materialman | H2K: Techsas cannot waive H2K's statutory lien rights without H2K's assent | WSP: §143 makes materialman's lien "to the same extent" as subcontractor; H2K had constructive notice and is bound by the waiver | The waiver in the subcontract does not automatically flow down to a nonparty materialman; H2K was not barred as a matter of law from filing a lien |
| Whether 15 O.S. §821(B)(2) makes lien waivers generally void as public policy | H2K: §821(B)(2) voids contract terms that disallow enforcement of rights under the act, so lien-waivers are invalid | WSP: §821(B)(2) governs a separate construction-payment act and should not affect mechanics' lien statutes | §821(B)(2) applies to the payment/suspension/resumption act (15 O.S. §§820–821) and does not clearly reach mechanics' and materialmen's liens in title 42; it therefore does not invalidate such liens here |
Key Cases Cited
- Consolidated Cut Stone Co. v. Seidenbach, 75 P.2d 442 (1937) (interpreting "to the same extent" language as limiting owner’s liability to original contract amount)
- Treece v. Carpenter, 222 P. 230 (1923) (describing subcontractor lien rights as "to the same extent" as contractor)
- Hudson-Houston Lumber Co. v. Parks, 215 P. 1072 (1923) (stating subcontractor rights are controlled by original contract; cited for notice principle)
- Thacher v. Int'l Supply Co., 54 P.2d 376 (1936) (rejecting contract terms that extinguish statutory rights of nonparties)
- Riffe Petroleum Co. v. Great Nat. Corp., Inc., 614 P.2d 576 (1980) (statutory liens are in derogation of common law and must be confined to statutory terms)