Waller Corp. v. Warren Plaza, Inc.
95 A.3d 313
Pa. Super. Ct.2014Background
- Warren Plaza, Inc. hired Waller Corporation to construct a 15-unit apartment building; project valued at $1,304,899 with HUD funding 75% and Warren funding 25%.
- Contract formed on a HUD standard form with AIA general conditions; HUD provisions precedence over AIA conditions.
- Modifications occurred via change orders, construction change directives, and architect-issued minor changes; all changes required HUD prior written approval.
- At least eight change orders were issued; two specific change orders (floor changes and water heater relocation) were not signed by Warren and not HUD-approved.
- Waller sued for unpaid invoices and added penalties and attorney’s fees under the Pennsylvania Contractor and Subcontractor Payment Act (CSPA).
- Trial court entered a non-jury verdict in Waller’s favor for $69,904, later increasing attorney’s fees for Waller to $78,071; Warren challenging both liability and fee award on appeal, with precedential guidance from Pa. Superior Court and federal authorities included in the briefing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Contract interpretation within four corners vs unilateral modification. | Warren argues contract must be interpreted as written; changes require written amendment signed by both parties and HUD approval. | Waller argues modifications were permissible under contract and approved conditions. | Affirmed contract interpretation and allowed modifications under established contract framework. |
| Whether the verdict post-trial reversal is supported by record and law. | Warren contends the post-trial reversal lacks factual/legal basis and conflicts with precedent. | Waller contends the updated ruling aligns with the evidence and legal standards. | Affirmed trial court’s post-trial rulings as supported by the record and law. |
| Attorney’s fees under CSPA; substantial prevailing party standard and good faith withholding. | Warren contends Waller isn’t a substantially prevailing party due to Warren’s good-faith withholding. | Waller argues Warren’s withholding, protracted dispute, and full recovery justify fees. | Affirmed award of attorney’s fees under 512(b); Warren’s withholding in good faith does not preclude fees under 512(b) and Warren’s conduct supports prevailing-party status. |
Key Cases Cited
- Zimmerman v. Harrisburg Fudd I, L.P., 984 A.2d 497 (Pa. Super. 2009) (substantially prevailing party requires bad-faith withholding of payment for fees)
- Quinn Construction, Inc. v. RC Dolner LLC, 187 Fed.Appx. 129 (3d Cir. 2006) (good faith withholding relates to interest/penalties, not attorney’s fees under 512(b))
- LBL Skysystems (USA), Inc. v. APG-America, Inc., 514 F.Supp.2d 704 (E.D. Pa. 2007) (good faith exception discussed for 512(a) penalties, not for 512(b) fees)
- Imperial Excavating and Paving LLC v. Rizzetto Construction Management, Inc., 935 A.2d 557 (Pa. Super. 2007) (substantial prevailing party under 512(b) supported by record evidence)