Weitz Co. v. MH WASHINGTON
631 F.3d 510
| 8th Cir. | 2011Background
- Weitz sued MH Washington, MH Washington/MacKenzie House, and Summit for breach of contract arising from the 46th & Washington Townhomes project in Kansas City, Missouri (2004–2006).
- The project involved a prime A111/A201 contract; A201 identified MacKenzie House as the owner, while A111 identified MH Washington as the Owner; MacKenzie House directed work and terminated the contract.
- Summit, a steel subcontractor, was found to have produced defective work; Weitz paid to repair defects after Summit’s termination in late 2005.
- MH Washington withheld roughly $701,876 from Weitz, contributing to mechanic’s liens; Weitz sought lien bonds and other remedies, while the project experienced delays and punch-list items.
- The district court entered judgments in favor of Weitz against MH Washington/MacKenzie House and Summit, with a setoff against MH Washington; MH Washington and Summit appealed, and Weitz cross-appealed on fees and pre-judgment interest.
- The court held MacKenzie House liable as alter ego/principal to MH Washington and affirmed awards, fees, costs, and pre-judgment interest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether MacKenzie House is liable as alter ego | Weitz: MacKenzie House controlled MH Washington and signified ownership; veil-piercing applies. | MacKenzie House: not party to prime contract; separate entity; no liability absent pleadings. | Yes; MacKenzie House liable as alter ego/principal-agent. |
| Whether alter ego and agency theories are distinct under Missouri law | Weitz: both theories supported; district court correctly ruled agency via Sedalia. | MH Washington/MacKenzie House: veil-piercing and agency are distinct; avoid joint liability. | Alter ego and agency are distinct theories; district court properly found agency/alter ego relation. |
| Whether Article 4.4's 'related' punch-list interpretation was for the court or jury | Weitz: ambiguity allowed jury to interpret; district court did not abuse discretion. | MH Washington: ambiguity should have been resolved as a matter of law to limit damages. | Ambiguous; jury determined completion dates; no error in trial approach. |
| Whether the verdicts on substantial performance and breach were supportable | Weitz: evidenced substantial performance and breach by MH Washington; liens and delays supported damages. | MH Washington: disputed timing and responsibility; some breaches attributed to Weitz. | Supported; jury verdicts not contrary to weight of the evidence. |
| Whether attorney's fees, costs, and pre-judgment interest were proper | Weitz: Prompt Payment Act allows fees/interests; contract provided for costs; prevailing party status conferred benefits. | MH Washington: fees should be limited; reliance on contract and Missouri law. | Affirmed; fees, costs, and pre-judgment interest awarded consistent with contract and state law. |
Key Cases Cited
- Collet v. American Nat'l Stores, Inc., 708 S.W.2d 284 (Mo.App.1986) (elements of veil piercing: control, improper use, and causation)
- Sedalia Mercantile Bank and Trust Co. v. Loges Farms, Inc., 740 S.W.2d 188 (Mo.App.1987) (principal-agent and alter-ego considerations)
- Hart & Son Hauling, Inc. v. MacHaffie, 706 S.W.2d 586 (Mo.App.1986) (binding/controlling authority of engineer certifications)
- Massman Constr. Co. v. Lake Lotawana Ass'n, Inc., 210 S.W.2d 398 (Mo.App.1948) (engineer/architect contract interpretation and final payment authority)
- Reis v. Peabody Coal Co., 997 S.W.2d 49 (Mo.App.1999) (early reference to multiple theories of corporate control)
- Chalfant v. Titan Distribution, Inc., 475 F.3d 982 (8th Cir.2007) (standard for review of denial of JMOL/new trial)
- Daubert v. Merrell Dow Pharms., Inc., 509 U.S. 579 (1993) (gatekeeping reliability standard for expert testimony)
- Gen. Elec. Co. v. Joiner, 522 U.S. 136 (1997) (Daubert criteria; admissibility depends on reliability and fit)