Metal Roofing Solutions Inc v. Composite Manufacturing and Installers Inc, 2:20-cv-00935

Background

Plaintiff Metal Roofing Solutions, Inc. (MRS), a sub-subcontractor, contracted with Composite Manufacturing & Installers, Inc. (CMI) to install and caulk ACM panels for a UAB public project; the sub-subcontract price was $64,452.
MRS took field measurements; delivered panels did not fit, and MRS performed corrective/refabrication work. After its last day on the project (May 19, 2019), MRS submitted five work orders totaling $119,151.23 for additional labor/materials.
MRS executed conditional releases in April and June 2019 covering payments received through certain dates; later it and CMI entered a consent judgment in favor of MRS for $195,880.31 (including $119,151.23 principal). Travelers, the payment-bond surety for MJ Harris (prime contractor), rejected MRS’s bond claims.
MRS sued Travelers under Alabama Code § 39-1-1 (the “little Miller Act”); cross-motions for summary judgment were filed by MRS and Travelers.
The district court denied both summary-judgment motions, finding genuine disputes of material fact about (1) whether the post-performance work orders fall within the agreed contract sum and (2) whether the April/June releases waived MRS’s bond claim.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
1) Are the five additional work orders (totaling $119,151.23) part of the agreed sub‑subcontract amount recoverable under the payment bond?	MRS: The work orders relate to the project and are included in the consent judgment with CMI, evidencing CMI’s approval and bringing the amounts within the subcontract sum.	Travelers: The sub‑subcontract required written/approved work orders; MRS failed to timely submit/obtain approval and therefore assumed responsibility for unapproved work.	Denied summary judgment — genuine factual dispute whether CMI approved the orders (timing/manner unresolved) and whether they fall within the contract sum.
2) Did MRS’s April and June 2019 releases waive its little Miller Act claim?	MRS: Releases reference only labor/materials "invoiced to" by certain dates, and the additional work orders were submitted later, so MRS did not waive claims for those amounts.	Travelers: The releases and the June release’s broader language release claims "with respect to all received payments," which Travelers reads to bar MRS’s outstanding claims.	Denied summary judgment — release language is ambiguous and susceptible to more than one reasonable meaning; factual development required.
3) Can Travelers assert offset/recoupment for MRS’s alleged contractual failures (e.g., punch list) against the claimed amounts?	MRS: Provides work orders, testimony, and the consent judgment as proof of amounts owed; says it didn’t complete punch list because CMI withheld payment.	Travelers: MRS has not sufficiently proven amounts and they may be subject to recoupment for MRS’s failure to complete contractual obligations.	Denied summary judgment — disputes about scope of work, causation, and whether recoupment applies preclude resolution now.
4) Does the consent judgment between MRS and CMI bind Travelers / conclusively establish CMI’s approval of the work orders?	MRS: The consent judgment reflects CMI’s agreement MRS is owed $119,151.23 and thus supports MRS’s bond claim.	Travelers: A consent judgment binds only consenting parties and cannot impose obligations on a nonparty (the surety); it does not automatically bind Travelers.	Court accepts that the consent judgment may evidence CMI’s ratification but does not bind Travelers; factual questions remain, so summary judgment is inappropriate.

Key Cases Cited

Trane Co. v. Whitehurst-Lassen Constr. Co., 881 F.2d 996 (11th Cir. 1989) (Alabama payment-bond statute is remedial and construed liberally to secure payment).
Johnson Controls, Inc. v. Liberty Mut. Ins. Co., 160 So. 3d 249 (Ala. 2014) (statutory focus on intent to furnish for public project; statute read into payment bonds).
Fed. Ins. Co. v. I. Kruger, Inc., 829 So. 2d 732 (Ala. 2002) (elements for bond recovery and authority on Miller Act analogues).
A.G. Gaston Constr. Co. v. Hicks, 674 So. 2d 545 (Ala. Civ. App. 1995) (amount recoverable by subcontractor measured by agreed contract amount).
Safeco Ins. Co. of Am. v. Graybar Elec. Co., 59 So. 3d 649 (Ala. 2010) (exceptions to bond recovery include waiver, novation, estoppel).
Price v. H.L. Cable Constr. Co., 317 F.2d 312 (5th Cir. 1963) (contract sum as measure of recovery under bond).
Local No. 93, Int’l Ass’n of Firefighters v. City of Cleveland, 478 U.S. 501 (1986) (consent decrees cannot bind nonconsenting third parties).
Wayne J. Griffin Elec., Inc. v. Dunn Constr. Co., 622 So. 2d 314 (Ala. 1993) (court may construe release language at summary judgment; unambiguous releases enforced as written).