Shaw Hofstra & Associates v. Ladco Development, Inc.
2012 U.S. App. LEXIS 5087
| 8th Cir. | 2012Background
- SHA provided architectural services to Ladco for a large office project, under a fee proposal with three scopes and mixed hourly/percentage compensation.
- The Site Development Plan/TIF scope proposed a flat $35,000 plus an hourly rate basis; the Construction Documents scope proposed 6% of construction cost; the Tenant Finish scope proposed $0.12 per square foot.
- A May 2008 email attempted to settle schematic design payment based on 40% completion and release of documents to a new lead architect, but no contract was signed with the proposed successor firm and financing never occurred.
- Ladco paid several hourly invoices totaling over $100,000 but SHA claimed it was unpaid for percentage-based schematic design work (40%).
- SHA sued for breach of contract and quantum meruit; Ladco moved for summary judgment, which the district court denied; a trial proceeded with a jury verdict for SHA in the amount of $250,000.
- Ladco appeals, arguing the district court should have entered judgment for SHA on only the unpaid invoices or ordered a new trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the fee proposal should have been sent to the jury | SHA contends the contract is ambiguous and requires jury interpretation. | Ladco asserts the terms are unambiguous and the court should decide the contract interpretation as a matter of law. | Ambiguity present; jury may determine intent. |
| Whether the district court abused its discretion by denying a contra proferentem instruction | Ladco sought instruction to construe against the drafter of the contract terms. | No basis to find one side drafted the provision; insufficient evidence to warrant instruction. | No abuse; instruction properly denied. |
Key Cases Cited
- Weitz Co. v. MH Washington, 631 F.3d 510 (8th Cir.2011) (contract ambiguity determination rests on language and context)
- Press Mach. Corp. v. Smith R.P.M. Corp., 727 F.2d 781 (8th Cir.1984) (surrounding circumstances relevant to contract interpretation)
- Wilkinson v. Tarwater, 393 S.W.2d 538 (Mo.1965) (conduct of parties informs real intent of contract)
- Muilenburg, Inc. v. Cherokee Rose Design & Build, LLC, 250 S.W.3d 848 (Mo.App.2008) (intention of unsigned writings depends on parties' conduct)
- Heritage Roofing, LLC v. Fischer, 164 S.W.3d 128 (Mo.Ct.App.2005) (contract intention in light of unsigned writing depends on parties' conduct)
- Chicago Title Ins. Co. v. Resolution Trust Corp., 53 F.3d 899 (8th Cir.1995) (contract ambiguity and jury question standard)
- Bone v. Refco, Inc., 774 F.2d 235 (8th Cir.1985) (jury question where reasonable minds could differ)
- Burns v. Smith, 303 S.W.3d 505 (Mo.2010) (contra proferentem beyond insurance contexts)
- United States v. Green Acres Enters., Inc., 86 F.3d 130 (8th Cir.1996) (legal standard for contract ambiguity evaluation)