Lemoine Co. of Alabama v. HLH Constructors, Inc.
62 So. 3d 1020
Ala.2010Background
- Lemoine contracted as general contractor for Vista Bella on a Baldwin County condo project; HLH subcontracted plumbing to HLH.
- Vista Bella withheld 5% retainage under the general contract; Lemoine withheld 5% retainage from HLH.
- Vista Bella never paid the retainage; Lemoine sued Vista Bella and obtained default judgment for approximately $1.438 million.
- HLH submitted an application for payment under the HLH subcontract; Lemoine tendered $1,500 claiming payment on monthly app.
- HLH sued Lemoine and Vista Bella in April 2008 for breach and sought a materialman's lien; trial court entered default against Vista Bella and a judgment against Lemoine.
- Alabama Supreme Court reversed, holding that paragraph 5 made Vista Bella's payment a condition precedent to HLH's right to payment; HLH not entitled to final payment; remanded for entry of judgment in favor of Lemoine.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is Vista Bella's payment a condition precedent to HLH's payment under the subcontract? | Lemoine | HLH | Enforceable; Vista Bella's payment is prerequisite |
| Amount of unpaid balance due HLH under the subcontract? | Lemoine | HLH | Not addressed; remanded; condition precedent not satisfied so HLH not entitled to final payment |
| Whether HLH is entitled to interest/attorney fees under 8-29-1 et seq.? | Lemoine | HLH | Assumed per trial basis; pretermitted on remand |
Key Cases Cited
- Kruger, 829 So.2d 732 (Ala.2002) (pay-if-paid clause vs. pay-when-paid interpretation; enforceability when risk allocation is explicit)
- Holcim (US), Inc. v. Ohio Cas. Ins. Co., 38 So.3d 722 (Ala.2009) (express allocation of risk and enforceability of contract as written)
- Locke v. Ozark City Bd. of Educ., 910 So.2d 1247 (Ala.2005) (intent of parties derived from plain contract language)
- Ex parte Gilley, 55 So.3d 242 (Ala.2010) (standard for assuming trial findings necessary to support judgment)
- Mantiply v. Mantiply, 951 So.2d 638 (Ala.2006) (quantum meruit with express contract terms is generally unavailable)