RQAW Corporation v. Dearborn County, Indiana
83 N.E.3d 745
Ind. Ct. App. Recl.2017Background
- In Sept. 2010 Dearborn County contracted with RQAW for architectural services limited expressly to a Pre-Design Study; RQAW was paid $90,000 for that phase.
- The parties’ written agreement consisted of AIA Documents B102-2007 and B201-2007; B201 described later project phases but neither AIA document fixed scope or price for post-Pre-Design phases.
- After RQAW completed the Pre-Design Study, the County solicited new proposals and hired a different architect for design, bidding, and construction phases; the County sent a letter closing the contract and refusing to negotiate further fees.
- RQAW sued for breach of contract (seeking termination expenses under §§5.6–5.7 of the AIA form) and alternatively pleaded unjust enrichment.
- The trial court granted summary judgment for the County on the breach claim and granted judgment on the pleadings for the County on unjust enrichment; RQAW appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the written Contract bound the parties to all post-Pre-Design phases so County’s election to use another architect required payment of termination expenses | RQAW: the combined AIA documents show intent that RQAW would perform all phases; termination expenses in the AIA apply if County terminated the overall contract | County: the Contract was only enforceable for the Pre-Design Study; post-Pre-Design scope and price were to be determined later, so no obligation to pay termination expenses | Court: Although documents suggest intent to cover whole project, Contract lacks essential terms (scope and cost) for post-Pre-Design phases; therefore no enforceable contract for those phases and no breach as a matter of law |
| Whether RQAW may recover in unjust enrichment for post-Pre-Design services | RQAW: it conferred a benefit on County and expected payment; unjust to allow County to retain benefit without paying fair value | County: the written contract governs; RQAW was paid for the Pre-Design Study and pleadings concede contractual relationship for that phase only | Court: Judgment on the pleadings affirmed — on face of pleadings RQAW cannot recover because it was paid for the Pre-Design Study and no enforceable contract or uncompensated services exist for later phases |
Key Cases Cited
- Ind. Dep’t of Corr. v. Swanson Servs. Corp., 820 N.E.2d 733 (Ind. Ct. App. 2005) (summary judgment standard and de novo review)
- Sasso v. Warsaw Orthopedic, Inc., 45 N.E.3d 835 (Ind. Ct. App. 2015) (contract construction and definiteness required for enforceability)
- Wolvos v. Meyer, 668 N.E.2d 671 (Ind. 1996) (agreement-to-agree doctrine; intent and definiteness required)
- McLinden v. Coco, 765 N.E.2d 606 (Ind. Ct. App. 2002) (requirement that contract provide basis for breach and remedy)
- McMahan Constr. Co. v. Wegehoft Bros., 354 N.E.2d 278 (Ind. Ct. App. 1976) (reference to later formal contract does not necessarily void present agreement)
- Four Seasons Mfg., Inc. v. 1001 Coliseum, LLC, 870 N.E.2d 494 (Ind. Ct. App. 2007) (intent determined from contract as a whole)
- DLZ Ind., LLC v. Greene Cty., 902 N.E.2d 323 (Ind. Ct. App. 2009) (specific contract terms control over general statements)
- Eskew v. Cornett, 744 N.E.2d 954 (Ind. Ct. App. 2001) (motion for judgment on the pleadings standard; pleadings and attached contract govern)