190 Cal. App. 4th 1332
Cal. Ct. App.2010Background
- P&D and the City entered a written contract on April 9, 2004 for design services to redesign the golf course, with a total price of $556,745 and a written amendment process requiring signed changes.
- Amendments Nos. 1–4 increased the price by $63,525.50 for extra work, each time preceded by a P&D proposed change order and City approval process; Cahill often allowed start of work before formal amendment.
- Amendment No. 5, negotiated in 2005, authorized time-and-material work up to $99,810 and stated no further compensation would be allowed; Cahill directed continued work prior to execution.
- The contract contains an integration clause and a prohibition on amendments without a written signed agreement, explicitly limiting modification authority.
- P&D sought additional payment for extra work beyond Amendment No. 5 and sued for breach of contract, among other claims; the City cross-claimed for defective work.
- At trial, the City moved for nonsuit on writings-based modification issues; the court permitted a jury instruction allowing modification by oral agreement or conduct, which the City challenged on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Public contract modification require written change order | P&D argues Cahill’s oral authorizations and conduct altered the contract. | City contends only written changes may modify a public contract. | Contract requires written change orders; modification by conduct or orally is invalid. |
| Whether the jury instruction on modification was appropriate | P&D asserts oral modification evidence should go to the jury. | City argues the jury should be guided by strict written-change rules. | Court erred; should have nonsuited the claim due to lack of written change order. |
| Remedies for implied contract/quantum meruit when a written change order is required | P&D contends these theories could survive if modification were validly proven. | City asserts such theories cannot prevail absent proper written change order. | Remand for these claims not warranted; theories barred when a written change order is required. |
| Effect of paragraph 4 and parol evidence on extra-work authority | Paragraph 4 suggests extra work would be authorized by executed amendments; implied broader authority existed. | Text requires an executed change order prior to extra work; parol evidence cannot override this. | Paragraph 4 does not authorize unwritten work; modification through parol evidence rejected. |
Key Cases Cited
- Katsura v. City of San Buenaventura, 155 Cal.App.4th 104 (Cal.App.4th 2007) (oral modification of public contracts generally not binding; knowledge of public contracting laws defaults to written changes)
- Weeshoff Construction Co. v. Los Angeles County Flood Control Dist., 88 Cal.App.3d 579 (Cal.App.3d 1979) (private-waiver of change-order requirements allowed in some private contexts, not for public contracts)
- Kemper Const. Co. v. City of Los Angeles, 37 Cal.2d 696 (Cal.2d 1951) (public contracts have special rules; relief not simply private-contract logic)
- Amelco Electric v. City of Thousand Oaks, 27 Cal.4th 228 (Cal.4th 2002) (public works contracts heavily regulated; lack of freedom to modify privately)
- Janis v. California State Lottery Com’n, 68 Cal.App.4th 824 (Cal.App.4th 1998) (limits on quasi-contract claims against public entities when written contract exists)