115 F. Supp. 3d 593
D. Maryland2015Background
- Metropolitan contracted SRP as development manager and SRP subcontracted J.E. Dunn as design–builder/construction contractor under a modified AIA A491 subcontract with a GMP structure; construction began in 2005–2006.
- Metropolitan terminated its agreements with SRP in July 2008; SRP sent a termination to J.E. Dunn effective August 6/18, 2008. J.E. Dunn continued work at Metropolitan’s request and claims Metropolitan promised to pay.
- J.E. Dunn asserts breach of contract against SRP for unpaid amounts upon termination and quantum meruit against Metropolitan for value of work performed directly for Metropolitan (~$3.6M claimed). J.E. Dunn filed and obtained a mechanic’s lien and later sued (filed 2011; amended 2012 adding Metropolitan).
- SRP counterclaimed/cross-claimed against Metropolitan for breach and tortious interference; SRP also moved for summary judgment on several of J.E. Dunn’s claims.
- The court denied J.E. Dunn’s summary judgment on breach against SRP (insufficient admissible proof of specific damages), granted liability but not damages on the quantum meruit claim against Metropolitan, granted SRP summary judgment on J.E. Dunn’s quasi-contract claims and promissory estoppel, denied SRP summary judgment on breach and negligent misrepresentation, and granted Metropolitan summary judgment dismissing SRP’s cross-claims as time-barred.
Issues
| Issue | Plaintiff's Argument (J.E. Dunn) | Defendant's Argument (SRP / Metropolitan) | Held |
|---|---|---|---|
| Breach of subcontract by SRP for unpaid sums on termination | SRP failed to pay amounts due under Art.14.3 and payment applications (Apps 34–36); seeks ~$3.59M + fee | SRP: termination was permitted; payments conditioned on receipt/certification of pay applications; plaintiff’s damage proof is only summary affidavit | Denied for J.E. Dunn — genuine dispute on some items and plaintiff failed to prove specific damages as a matter of law (insufficient admissible evidence) |
| Quantum meruit against Metropolitan | Metropolitan requested J.E. Dunn continue work and promised payment; J.E. Dunn performed and is owed ~$3.63M | Metropolitan did not oppose liability but contests damages amount and proof | Liability for quantum meruit found (undisputed that work was rendered), but summary judgment denied as to amount — record lacks admissible support for the $3.63M figure |
| Quasi‑contract claims (quantum meruit/unjust enrichment) against SRP | Alternative recovery if breach exists | SRP: express subcontract governs; quasi‑contract unavailable where contract covers subject matter | SRP entitled to summary judgment — unjust enrichment/quantum meruit barred by existence of express subcontract |
| Promissory estoppel against SRP | SRP promised payment if JE Dunn supplied labor/materials; JE Dunn relied to its detriment | SRP: contract exists covering same subject; estoppel not available where enforceable contract governs | Summary judgment for SRP — promissory estoppel barred because enforceable subcontract exists |
| Negligent misrepresentation (pre-contractual) against SRP | SRP misled JE Dunn about Metropolitan’s understanding of GMP and induced entry into subcontract | SRP: JE Dunn participated in precontract due diligence and cannot show justifiable reliance; damages overlap with contract remedy | Denied for SRP on summary judgment — fact issues remain as to justifiable reliance and damages; claim survives limited to pre-contractual representations |
| SRP’s cross‑claims vs Metropolitan (breach of development contract & tortious interference) | SRP: Metropolitan cut SRP out and withheld full 5% management fee; Metropolitan induced JE Dunn to exclude SRP | Metropolitan: cross‑claims are time‑barred (accrued on July 29, 2008 termination) | Metropolitan entitled to summary judgment — SRP’s breach and tortious‑interference claims are barred by the statute of limitations |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (standards for summary judgment)
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment: genuine dispute for trial standard)
- RRC Northeast, LLC v. BAA Md., Inc., 413 Md. 638 (Maryland elements for breach of contract)
- County Comm’rs of Caroline Cnty. v. J. Roland Dashiell & Sons, Inc., 358 Md. 83 (quasi‑contract claims unavailable where express contract governs)
- Chirichella v. Erwin, 270 Md. 178 (condition precedent principles)
- Dual Inc. v. Lockheed Martin Corp., 383 Md. 151 (accrual of limitations period for tortious interference based on contract termination)