Ziolkowski Patent Solutions Group, S.C. v. Great Lakes Dart Manufacturing, Inc.
794 N.W.2d 253
Wis. Ct. App.2010Background
- Ziolkowski, a Wisconsin IP law firm, sued GLD for unpaid fees and 18% interest; invoices contained a 1.5% monthly finance charge, but the engagement letter did not mention interest.
- The circuit court denied 18% interest, holding that the retainer agreement controlled and no interest term existed there.
- GLD hired Ziolkowski in 2004 for prosecution/drafting of patents; the engagement letter signed by GLD did not include interest provisions.
- GLD switched to another firm in 2006; Ziolkowski pursued unpaid fees and 18% interest, arguing the invoice clause allowed it.
- GLD made a Wis. Stat. § 807.01(1) statutory offer of judgment with principal, 5% interest, per diem on total, and costs; the court awarded 5% interest and costs to GLD.
- Final judgment (Nov. 6, 2009): $45,656.41 unpaid bills; 5% annual interest on those bills; $7.43 per day interest on the total; costs awarded to GLD.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether 18% interest applies when retainer silent | Ziolkowski argues the invoice clause created a financial penalty. | GLD contends the engagement letter controls and lacks a late-payment interest provision. | Affirmed denial of 18% interest; retainer governs, not invoices. |
| Whether GLD is entitled to costs under § 807.01(1) when judgment exceeds the offer | Ziolkowski contends costs should follow the actual judgment. | GLD argues costs should be awarded per § 807.01(1) because the offer was not accepted and the judgment matched/was higher. | Reversed; circuit court's award of costs to GLD reversed because the judgment exceeded GLD's offer. |
Key Cases Cited
- Mid-State Contracting, Inc. v. Superior Floor Co., 258 Wis. 2d 139 (2002 WI App 257) (UCC-based 18% interest when both parties are merchants and terms added at invoicing stage)
- Laney v. Ricardo, 172 N.W. 141 (1919 WI) (formation requires a meeting of the minds on essential terms)
- Stan's Lumber, Inc. v. Fleming, 538 N.W.2d 849 (Ct. App. 1995) (ambiguities in settlement offers resolve against the drafter)
- DeWitt Ross & Stevens, S.C. v. Galaxy Gaming and Racing Ltd., 682 N.W.2d 839 (2004 WI 92) ( contract interpretation of fee agreements; de novo review)