Rudzik Excavating, Inc. v. Mahoning Valley Sanitary Dist.
101 N.E.3d 38
| Ohio Ct. App. | 2017Background
- Mahoning Valley Sanitary District (District) advertised Contract G-106 for removal and land application/beneficial reuse of lime sludge from Lagoon G (estimated 50,000 cy) with Base Bid 1 and two alternates.
- Bid Proposal form indicated unit-price computation (50,000 cy × unit price), but District’s Chief Engineer issued Addenda instructing bidders to include all costs (labor, materials, sand placement, road repair) in a single “top line” total for Base Bid 1 and to allow credits for unused items.
- Rudzik bid Base Bid 1 as a lump-sum $1,260,000 (stating $16/unit but the top-line included other costs); District accepted Rudzik’s bid after Rudzik supplied a detailed cost breakdown.
- Rudzik subcontracted sludge removal to C. Crump & Associates, which removed sludge Feb–May 2015. Dispute arose over quantity removed: Crump recorded ~47,500 cy removed; District’s surveyor estimated ~22,630 cy.
- District paid only for unit-price sludge at $16/cy ($400,640) and later demanded repayment; it prevented Rudzik from completing remaining contract work. Rudzik sued for breach and sought unpaid balance plus lost profits.
- After a jury trial the court denied the District’s motions for directed verdict and new trial; jury found the contract ambiguous, treated it as a fixed/lump-sum contract, and awarded Rudzik $525,210. Judgment affirmed on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court should have granted directed verdict because the contract was unambiguously a unit-price contract | Rudzik: contract ambiguous; Addenda and the District’s acceptance/breakdown show a lump-sum intent so fact question for jury | District: bid form and Instructions to Bidders make it an unambiguous unit-price contract; court should decide as matter of law | Court: contract ambiguous when read as whole (Bid Form + Addenda + post-bid breakdown); jury properly decided parties’ intent — directed verdict denied and verdict for Rudzik affirmed |
| Whether Engineer/surveyor determination of sludge quantity was conclusive, barring jury damages calculation | Rudzik: Engineer’s determination must be objectively reasonable; District’s survey had methodological flaws and Crump’s records were credible, so fact issue for jury | District: contract made surveyor/Engineer measurement a condition precedent; their survey controlling, so damages limited to unit-price calculation | Court: satisfaction clause judged by objective standard; issues about surveyor methodology created factual dispute; jury credited Crump; denial of directed verdict proper |
| Admissibility of damages summaries (Exs. 29–31) under Evid.R. 1006 | Rudzik: summaries were admissible compilations of voluminous records and testimony supporting unpaid balance and lost profit | District: challenged admission as prejudicial or improper summary | Court: summaries properly grounded in testified records and calculations; admission not an abuse of discretion |
Key Cases Cited
- Ruta v. Breckenridge-Remy Co., 69 Ohio St.2d 66 (Ohio 1982) (standard for directed verdict and evidence sufficiency)
- Seneca Valley, Inc. v. Caldwell, 156 Ohio App.3d 628 (Ohio App. 2004) (distinguishing fixed-price vs. unit-price contracts in public construction)
- Hutton v. Monograms Plus, Inc., 78 Ohio App.3d 176 (Ohio App. 1992) (objective standard for satisfaction clauses)
- Rigby v. Lake Cty., 58 Ohio St.3d 269 (Ohio 1991) (trial court discretion in evidentiary rulings)
- State v. Beaver, 119 Ohio App.3d 385 (Ohio App. 1997) (invited-error doctrine for party-requested jury instructions)