High Steel Structures, Inc. v. Cardi Corporation v. State of Rhode Island and Providence Plantations, Department of Administration, Division of Purchases
152 A.3d 429
| R.I. | 2017Background
- The State solicited bids for I-Way Project Contract 6 (bridge work) and issued Addendum No. 7 clarifying that "temporary bracing *is not measured separately for payment" and that "all costs associated with the temporary braces, filler bolts and field touch up are considered as incidental and shall be included in the structural steel items of work."
- Cardi was the low bidder and contracted with the State; Cardi subcontracted with High Steel to furnish temporary cross frames (Grade 36) and Grade 50 structural steel; High Steel acknowledged receipt of Addenda #1–#7 before subcontracting.
- High Steel billed for 182,873 pounds of temporary bracing; in 2008 it sought payment through Cardi, but the State declined, relying on Addendum No. 7 and contract documents.
- High Steel sued Cardi for nonpayment; Cardi filed a third-party complaint against the State seeking declaratory relief and indemnification for any recovery to High Steel.
- The Superior Court granted summary judgment for the State on the breach-of-contract claim, holding the contract unambiguous that costs for temporary bracing were incidental and to be included in the structural steel item; High Steel and Cardi appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Contract 6/Addendum No. 7 required separate payment for temporary bracing steel | High Steel/Cardi: contract and bidding method required payment for the weight of temporary bracing; their bid formula included temporary bracing weight and cost to compute price per pound | State: Addendum No. 7 unambiguously states temporary bracing costs are incidental and not measured separately; bidders had to include those costs in structural steel item | Court: Held contract unambiguous; temporary bracing costs must be included in structural steel item and not paid separately |
| If ambiguous, whether ambiguity should be construed against the State as drafter | High Steel/Cardi: if ambiguous, resolve against State | State: contract is unambiguous; no need to apply contra proferentem | Court: Did not reach contra proferentem because contract was unambiguous |
| Procedural/standing defenses (filing fee, High Steel's standing) | Cardi/High Steel: appealed and asserted merits | State: argued procedural default (no separate filing fee) and that High Steel lacked standing to sue State | Court: Declined to decide these issues because contract interpretation disposed of the appeal |
| Proper interpretation of bid pricing formulas for Item No. 312 | High Steel/Cardi: price per pound should be calculated using combined weight/cost of temporary + structural steel | State: price per pound must reflect only structural steel weight; temporary costs built into structural steel price | Court: Adopted State's reading — bidders were to include temporary bracing costs in structural steel price per pound |
Key Cases Cited
- Boucher v. Sweet, 147 A.3d 71 (discussing de novo review of summary judgment)
- Hyde v. Roman Catholic Bishop of Providence, 139 A.3d 452 (summary judgment standard)
- Newstone Development, LLC v. East Pacific, LLC, 140 A.3d 100 (summary judgment standard)
- Botelho v. City of Pawtucket School Department, 130 A.3d 172 (contract-ambiguity is a question of law)
- Papudesu v. Medical Malpractice Joint Underwriting Association of Rhode Island, 18 A.3d 495 (apply plain language where contract unambiguous)
- Garden City Treatment Center, Inc. v. Coordinated Health Partners, Inc., 852 A.2d 535 (use of dictionaries to discern ordinary meaning)
- Cabell v. Markham, 148 F.2d 737 (lexical aids in contract interpretation)
- Aetna Casualty & Surety Co. v. Sullivan, 633 A.2d 684 (clear and unambiguous contracts are applied as written)