*1
RANDALL STANLEY
INC., Appellee, Plaintiff and
ALL SAINTS COMMUNITY COR
PORATION, a South Dakota Defendant,
Corporation, Calvary Cathedral, Appellant.
Defendant and
No. 19343.
Supreme Court of South Dakota. April
Considered on Briefs 1996.
Decided Dec.
Gary P. Thimsen and Elizabeth A. Lewis Woods, Fuller, Smith, Falls, Shulz & Sioux plaintiff appellee. *2 1991, Office, May In All contracted Simpson [¶7] Law Saints Simpson of John J. Office, Chapter purchase property. the real Whiting Law Stanley Whiting of E. planned exempt to sell tax bonds Saints Winner, appellant. and for defendant purchase price and the to finance the devel- opment property elderly housing. of the for ROEHR, Judge. Circuit 1992, Stanley September Randall [¶ 8] Calvary Chapter of Cathedral The [¶ 1] with All for more extensive contracted Saints judgment a foreclos- (Chapter) appeals from Stanley pre- architectural services. Randall lien on real We ing a mechanics’ contract, pared the which was a Standard reverse. Agreement. AIA The contract was referred to All as “Owner.” Article 12 of the Saints FACTS provides as follows: Episcopal Diocese of South Da- 2] The (1) by parties It shall be understood all (Diocese) through corporation is a which kota project in that until the involved the Own- in ninety-five Episcopal churches South the place in of er’s finances are none managed operated. Chapter Dakota are in 11.2.1 can be encum- amounts listed holding company a for corporation is a and is It is further understood that bered. Diocese; Chapter title to the real and holds fail to should the Owner secure Diocese and personal of Diocese. non-compensated already work com- directors, of Chapter have a common board pleted liability will not become a Council, which meets known as the Diocesan Owner. simultaneously for both Diocese * (2) Architects, Stanley Inc. shall Bishop president of Council. responsible, once the finances be Owner’s place, settling any in and all claims approximately one hundred [¶ 3] For non-compensated completed work in years, operated a school Sioux Diocese Engberg-Anderson. property on Chapter Falls. owned the real (3) Diocese closed place, which the school was located. in finances are Once Owner’s in the school 1986. in shall so inform the Architect Owner writing. The Architect shall invoice and develop attempted Diocese payment make within one the Owner shall elderly housing, property into but was unsuc- completed previously an amount for week Diocese then decided to sell the cessful. $110,000. Pay- exceeding work but not open of property on the market. Members monthly. following be ments shall Parish, Calvary local Falls Sioux (4) daily shall the site The Architect visit expressed buying in parish, interest progress during construction to review the 1990, 1, they formed property. On October any questions. of the work and answer (All Corporation Development All Saints daily be limited The Architect’s visits shall Saints), nonprofit corporation. a considered full-time obser- time and not Gary Stanley (Stanley) awas Sioux Architect shall attend vation. The twenty-five- Falls architect. He was also scheduled, weekly the minutes for a record Calvary Parish and year member of the meeting. Attendance at the construction familiar the former school real weekly meeting shall include: construction 1989, develop it. and efforts to Architect, Owner, the Contractor Architects, Inc. created Randall subcontractors, and various consul- and his (Randall Stanley). phases of the work. during different tants daily though the Architect will make Even On October period, he during the construction visits Anderson, Inc., Milwaukee, Engberg the site make himself available to visit will Wisconsin, agreement entered into service slow-downs at additional times to avoid provide preliminary design with All Saints the construction schedule. elderly housing project. Un- services for the (5) for a review See attachment agreement, Randall der the and not included. paid, for its services. work included paid, and fact be provided architectur- 1. there Was contract be- pursuant al services to the contract. tween These and Randall though services benefited the which mechanics’ lien could parties disagree as to the extent the bene- attach?
fit. improvements Is liable for *3 44-9-2 SDCL where it failed to [¶ 10] All Saints was to unable sell the tax give permitted by notice as 44- exempt SDCL financing. bonds or obtain Randall 9-4? Stanley kept throughout was advised of ef- to forts obtain and of All Saints’ Stanley 3. Did Randall waive its claim eventual failure do to so. to a mechanics’ lien? attempted prop- [¶ 11] All Saints to sell the 4. Was the mechanics’ lien filed within erty development company to a named days furnishing 120 of the last work (Touch- Centers, Living Touchmark Inc. or item of service? mark) agreement of June 1993. No Is the lien null and void for bad faith reached. gross exaggeration? financing,
[¶ 12] Without it was clear that All pay purchase price Saints could not to STANDARD OF REVIEW Chapter. The contract was All dissolved. We will not disturb a trial pay purchase price Saints never did or findings they clearly court’s of fact unless are acquire title property. to the former school Lamb, 117, erroneous. Shedd v. 1996 SD Chapter negotiate continued to with ¶ 17, 241; Smith, Jasper 553 N.W.2d 540 Touchmark for sale of the (S.D.1995). 399, basis, N.W.2d 401 this On Stanley billed All Saints for architectural ser- we will not disturb findings the trial court’s vices rendered. All Saints did not unless, of fact after a of review all the evi Stanley bill and Randall filed a mechanics’ dence, firmly definitely we are convinced lien in November 1993. Pursuant Shedd, a mistake has been made. 1996 SD 44-9-26, SDCL Diocese demanded that ¶ 117, 17, 241; 553 N.W.2d Coding Cordell v. Stanley enforce the lien. Randall 115, (S.D.1994). County, ton 526 N.W.2d 116 so; complaint did Count One its We will review conclusions of law under a de sought a lien foreclosure and Count Two standard, giving novo no deference to the requested money judgment based on con- Shedd, trial court’s conclusions of law. 1996 Shortly tract. after commencement of the ¶ 117, 17, 241; Cordell, SD 553 N.W.2d 526 action, pursuant the lien was released (S.D.1994). 115, 116 N.W.2d Chapter Chapter SDCL 44-4 to enable sell the real to Touchmark. DECISION trial, [¶ 14] After a court the trial court [¶ 17] Issue 1: Was there an Chapter action, found for on the contract Chapter contract between finding that Randall had no contract under which the me- Chapter agency and that there was no chanics’ lien could attach to the real relationship Chapter between and All Saints. property? The trial court also found that Randall Stan- ley’s services benefited the [¶ 18] Mechanics’ liens arise under Chapter unjustly enriched, and that the Chapter SDCL They statutory 44-9. mechanics’ lien attached secure the sums skill, labor, creations. The or fur due Randall on the enrich- nished the lien claimant must be fur basis, ment. granted On this the trial court express nished under an or judgment for Randall on the foreclo- owner, agent with the an representative sure action. owner, or a contractor or subcontractor. 44-9-1; SDCL Thorson v. Maxwell Hard
ISSUES 385, 146 739, Company, ware 82 S.D. N.W.2d (1966); following raises the issues: 741 St. John’s First Lutheran v.
805 claimant, Storsteen, conveyed 84 N.W.2d S.D. construction, During
(1957).
church association.
and others
with the
hen claimant
associated
express or im-
may be
Contracts
[¶
money
The
church contributed
and labor.
Stanley had
plied.
53-1-3. Randall
incorporated
proper-
church
and the
became
contract with
Saints.
express
ty
conveyed
corpora-
the new
church
that All Saints
court found
trial
then
tion. Lien claimant
filed a mechanic’s
working relationship, but that All
a close
had
against
property on the
of an
hen
basis
was not the
a life of its own and
Saints had
implied contract.
Chapter. Randall
ego of
alter
express
no
John’s, this
acknowl-
St.
Court
stated,
edged
previously
rule
but
party may not be enriched
20] One
apply
held that it
to the facts of that
did
Equity
expense of another.
creates a
at the
*4
together
case. Church members worked
contract,
law,
implied
quasi
a
contract
or
making
money
voluntary
and
contributions
unjust
Thurston
prevent
to
enrichment.
gratuitous-
were
labor. The items
furnished
426, 125
Company, 80
Sanders
S.D.
Cedric
ly-
(1963).
496
In Amert Construction
N.W.2d
plaintiff
It
is
that
church was
clear
(S.D.
310
Spielman, 331 N.W.2d
Co. v.
by
enriched
the contribution of the items
1983),
implied
addressed
contracts
this Court
involved,
fact
but this
alone is not suffi-
liens and stated:
and mechanics’
cient to make the church hable therefor
upon
party
a
a benefit
an-
confers
When
concept.
In
quasi
under
contract
addi-
acquiesces in
party
accepts
who
other
unjust
it
for
appear
tion must also
that it is
inequitable
it
to
and
is
receive
that benefit
the church to retain the benefits without
therefore, a
paying
without
that benefit
payment.
pres-
That feature is not here
par-
will be
between the
voluntarily
were
con-
ent. These benefits
ties.
Consequently,
ferred.
it cannot be said
John’s,
at
N.W.2d
we
St.
[¶ 21]
unjust.
there
their retention
rule as follows:
set forth
that Saints Randall Stan- than is on the vendee Saints). ley. in question pro- authority services now were cites no separate vided under a written contract —a proposition for the the authorization payment contract that conditioned on financ- by deemed 44-9-2 is SDCL broader than ing. actually by authorization one contracted for of the owners. We decline to extend circumstances, [¶27] Under the it is nei- (Chapter’s) liability vendor’s to this extent. inequitable ther nor re- Stanley’s tain the benefit of Randall 4,3, paying. [¶ 32] is no con- Issues
without There tract. [¶ We do reach these issues. [¶ 34] We reverse. 2:
[¶ 28] Issue Is liable for im- provements under SDCL 44-9-2 where give permitted by
it failed to notice as MILLER, C.J., and KONENKAMP SDCL 44-9-4? GILBERTSON, JJ., concur. 44r-9-2, persons [¶29] Under all SABERS, J., concurs result. interest in the land are deemed have improvements authorized on the made C.J., AMUNDSON, ROEHR, J., person subjecting land another insofar as disqualified. *5 their interests to liens. SDCL 44-9-4- allows result). SABERS, (concurring Justice in by giving such owner to the lien avoid making improvements. notice those [¶ I in concur result on the basis Chapter gave no such notice. statement was not filed lien mechanics’ days performance within 120 of the archi- recognized Amert [1130] As we improvement tectural for the services of the Co., Const the basis for this statute is similar fact, the “tacked on” services theory basis for the performed Develop- were not for All Saints discussed 1. All Issue owners will benefit “Waterford,” Corporation ment but for improvements. They are deemed to company ultimately purchased land contract) have (implied authorized im addition, from the meetings provements, contrary. absent notice to the nothing to do architectural services 31] As we in our determined discussion of improve required the real estate as theory equitable quasi Issue con Therefore, liens under SDCL 44-9-15. tract or apply enrichment does not perfected lien was not filed within 120 these facts to create days of the last architectural law. Randall asserts that this stat therefore, ceased and was void. 44r- independently Chapter’s ute imposes authori 9-15. improvement. present zation In the case, (All Saints) the vendee contracted with improvements; the trial (All Saints)
court found that the vendee did
not obtain obligated the contract. now asks this Court to im
pose greater on liability (Chap- vendor