Safeair Contrs., Inc. v. Alabasi Constr., Inc.
2017 Ohio 7951
| Ohio Ct. App. | 2017Background
- Lake County contracted with Alabasi as general contractor to renovate Parkview Place Apartments; Alabasi subcontracted asbestos and mold remediation to Safeair for $37,147.
- Safeair completed work May 26, 2013 and paid federal (Davis-Bacon) prevailing wages because the project had federal funding; CT Consultants refused to approve payment because contract documents specified Ohio prevailing wages.
- Architect issued a corrective change order (signed August 9, 2013) revising contract wage rates to comply with the Davis-Bacon Act.
- County and Alabasi sought summary judgment arguing the change order was not retroactive; trial court granted summary judgment for both defendants, holding the change order effective only when signed and Safeair owed the difference to workers.
- The appellate court reversed and remanded, holding the change order is ambiguous as to retroactivity and that parol/extrinsic evidence must be considered to determine parties’ intent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Davis-Bacon applies | Project federally funded → federal prevailing wage governs, Safeair paid correctly | Contract specified Ohio rates → Safeair contractually bound to state rates | Davis-Bacon governs federally funded projects, but question of retroactivity remains open |
| Whether change order applies retroactively | Change order ambiguous; intended to alter entire contract including prior work | Change order effective only when signed → applies prospectively from signing | Ambiguity as to retroactivity creates factual issue; remand for extrinsic evidence |
| Whether summary judgment was appropriate | Genuine issue of material fact exists on parties’ intent; summary judgment improper | Change order’s form and “not valid until signed” language make its effective date unambiguous | Summary judgment reversed as factual dispute exists about retroactivity |
| Whether extrinsic evidence may be considered | Yes — parol evidence, meeting notes, affidavits show intent for retroactivity | Opposing affidavits assert prospective application and bidding on state rates | Court must consider extrinsic evidence on remand to determine intent |
Key Cases Cited
- Davis v. Loopco Indus., 66 Ohio St.3d 64 (1993) (summary-judgment entry requires resolving doubts in nonmovant’s favor)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard — whether evidence requires submission to jury)
- Grafton v. Ohio Edison Co., 77 Ohio St.3d 102 (1996) (appellate review of summary judgment is de novo)
- J.A. Croson Co. v. J.A. Guy, Inc., 81 Ohio St.3d 346 (1998) (Ohio prevailing wage statutes and their scope)
- United States v. Binghamton Constr. Co., 347 U.S. 171 (1954) (Davis-Bacon requires wages not less than federal schedule)
- Inland Refuse Transfer Co. v. Browning-Ferris Indus. of Ohio, Inc., 15 Ohio St.3d 321 (1984) (ambiguity in contract terms permits resort to extrinsic evidence)
- Shifrin v. Forest City Enters., Inc., 64 Ohio St.3d 635 (1992) (when contract silent, extrinsic evidence may determine intent)
- Frank Bros., Inc. v. Wis. Dept. of Transp., 409 F.3d 880 (7th Cir. 2005) (Davis-Bacon Act requires payment of federal prevailing wages on covered projects)