ARCHITECTURAL WOOD & MICA PRODUCTS, INC. v. TRIRIDGE CONSTRUCTION, INC.

 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-2025-04T32025-04T3

ARCHITECTURAL WOOD & MICA

PRODUCTS, INC.,

Plaintiff-Respondent,

v.

TRIRIDGE CONSTRUCTION, INC.,

Defendant-Appellant.

_______________________________________

 

Submitted September 21, 2005 - Decided January 18, 2006

Before Judges Stern, Grall and Levy.

On appeal from Superior Court of New

Jersey, Law Division, Middlesex County,

L-2194-03.

OlenderFeldman, attorneys for appellants

(Kurt D. Olender, of counsel; Michael J.

Feldman, on the brief).

Respondent did not file a brief.

PER CURIAM

This dispute arises from work performed on a school construction project. Defendant, TriRidge Construction, Inc. (TriRidge), was the general contractor, and plaintiff, Architectural Wood & Mica Products, Inc. (Architectural), was the subcontractor that performed cabinetry work on the project. Defendant appeals from a final judgment entered after a bench trial on plaintiff's complaint for reasonable payment and defendant's counterclaim for damages sustained as a result of plaintiff's breach of contract and conversion. Because the judge's findings are supported by substantial credible evidence in the record and his conclusions are consistent with controlling legal principles, we affirm. Rova Farms Resort, Inc. v. Investors Ins. Co., 65 N.J. 474, 483-84 (1974).

TriRidge was awarded a contract for construction of a school by the Hawthorne Board of Education. That contract required "completion of the entire work not later than August 15, 2002," and set liquidated damages for delay at $500 per day.

TriRidge solicited bids for cabinetry work from subcontractors in February 2002. Architectural submitted a bid but was not awarded the contract. In June 2002 after terminating the successful bidder, Michael Gormeley, vice president of TriRidge, asked George Dale, owner of Architectural, to consider taking over the job.

Dale sent Alan Conklin, his foreman, to meet with Gormeley, who gave Conklin shop drawings prepared by the previous subcontractor. According to Conklin, Gormeley told him that the cabinetry work was to be done in accordance with those drawings and not the bid specifications that involved more difficult work and more expensive materials.

Upon receiving Conklin's report, Dale was interested in the job. On July 1, 2002, Dale met with Gormeley to discuss the work. Gormeley gave Dale a copy of the drawings he had given Conklin and they discussed the work to be done. Dale acknowledged that generally drawings for such a project must be stamped to indicate the architect's approval before work is begun and these drawings were not stamped. However, Gormeley assured him that further approvals were not needed, and he could "build [the cabinetry] as per these drawings."

Dale explained his thoughts at the time he agreed to do the work depicted in the drawings: "[I]f the [General Contractor] who is running the job hands me these drawings and says you can build these according to these drawings, I have to assume that [he] did whatever he had to do behind the scenes . . . ." Gormeley denied telling Dale that he could build in accordance with the drawings or suggesting to Dale that the drawings were approved. He acknowledged that the process of preparing and obtaining approval of any new drawings to meet the architect's demands would have taken the job beyond his contract deadline and that he was facing a crisis when he turned to Architectural.

From Architectural's perspective, the most significant difference between the specifications issued in connection with the initial bid and the new drawings was that the more recent plans permitted installation of cabinets that could be built in Architectural's shop. The prior proposal required on-site construction of built in cabinets.

Specifications for materials had been modified as well. A requirement for doors of one-and-three-quarter inch thickness had been replaced with a requirement for less expensive, three-quarter-inch plywood doors. In light of the simplified work and less expensive materials, Architectural gave Gormeley a price that was $5000 lower than its initial bid on the project. They agreed to a price of $50,000. Gormeley gave Dale a $15,000 deposit, offered to pay fifty percent on delivery, and told Dale about the August 15, 2002 project deadline.

Gormeley presented Dale with a standard form subcontract. Dale initialed each page of the form but did not sign the last page on the signature line. According to Gormeley he was "fairly certain" that when Dale initialed each page of the contract, he accepted its terms and conditions. Dale explained that he recognized the contract as a standard form of the kind that he had signed in the past, but he did not read the written contract because the real agreement was for the work shown on the drawings and the parties' verbal understanding of the nature and scope of the work, not the terms on the standard form.

The agreement required Architectural to "[f]urnish and install casework including but not limited to wardrobes, laminate kitchen units, kindergarten cubbies, nurse[']s station, shop drawings, tackable surface and clean-up." Nothing in the description referenced on-site construction of built-in cabinetry, but it included references to change orders and architect approval.

Within days of the meeting, Dale started preparing "working" drawings. He contacted the architect to ask about finishes on the cabinetry, and the architect told Dale that he already had rejected the drawings from which Dale was working. The architect insisted on built-in cabinetry and doors of one-and-three-quarter inch thickness.

Dale reported the problem to Gormeley, who suggested that they both try to work things out with the architect. There were several meetings to discuss the construction.

Dale sent TriRidge a change order requesting an increased contract price due to the cost of additional materials. On August 19, 2002, four days after the deadline for completion that was set by the Hawthorne Board of Education, TriRidge approved Architectural's change order, increasing the contract amount to $72,698.00. Dale acknowledged that a "change order" request is a modification of an existing contract and admitted that he signed a change order that references the unsigned contract.

Additional problems developed as the work proceeded. The Board threatened to terminate TriRidge. Architectural continued to work and request additional payments to cover new design requirements and changes demanded as the work progressed. TriRidge refused.

On February 26, 2003, Dale told Gormeley that he would not continue without a revised contract. On February 27, 2003, TriRidge terminated Architectural.

The Hawthorne Board discontinued its payments to TriRidge and assessed contract damages for untimely completion of the work. TriRidge and the Board settled that dispute in arbitration.

On April 3, 2003, Architectural filed suit against TriRidge to recover reasonable payment for materials and services. TriRidge counterclaimed alleging that its contract with Architectural required reimbursement for liquidated damages assessed by the Board and losses sustained as a result of Architectural's performance and retention of materials.

At trial, Architectural claimed that the only agreement the parties' reached was to complete the work in accordance with the drawings Gormeley provided in the summer of 2002 and that the form contract was not enforceable because there had been no meeting of the minds about the scope of work. Architectural presented evidence to support its claim for payments owed in the amount of $22,705.43. TriRidge asserted that the form contract provided for architect's approval and change orders, and for that reason included an entire agreement that addressed the changes about which Architectural complains.

The judge found that the parties did not reach a mutual understanding about the essential terms of the contract. He credited the testimony that Conklin and Dale gave about the significance of the drawings Gormeley provided to Dale's agreement to take on the project. Noting the pressure of Gormeley's looming contract deadline, his admission that he was operating in crisis mode when he reached out for Architectural after terminating the successful bidder, the fact that Gormeley gave the drawings to both Conklin and Dale and the impossibility of timely completion of the work if revised drawings and built-in cabinets were required, the judge discredited Gormeley's denial of an agreement to due specific work and his assertion that he told Dale the work required further approval.

On that basis, the judge found that the parties' agreement was limited to doing the millwork in Architectural's shop in accordance with the drawings, notwithstanding the form contract's reference to approvals and change orders. The judge concluded that there was no "certainty" in this contract "because of the problem with the understanding of what it was that the people were entering into a contract to do" and that plaintiff "had no idea that he would be required to" construct built-in cabinets. He concluded that there was no enforceable contract because of the uncertainty about a term that was essential to these parties, and dismissed defendant's counterclaims for contractual damages.

The judge made the following findings relevant to plaintiff's claim for recovery on principles of quantum meruit. After problems arose, Architectural continued to work and provide materials in the hope of completing the revised project and with a reasonable expectation of compensation. TriRidge accepted the materials and labor Architectural provided. The work and materials were reasonable, and the $22,705.43 recovery Architectural sought was reasonable in light of the services and materials provided for TriRidge's benefit.

The judge made additional findings relevant to defendant's counterclaim for conversion. He awarded TriRidge a credit of $6,475 against Architectural's reasonable recovery because Dale admitted that he sold at auction some of the doors intended for the project. With that adjustment, the judge entered judgment in favor of plaintiff in the amount of $16,230.43.

Defendant raises the following arguments on appeal:

I. THE TRIAL COURT COMMITTED REVERSIBLE

ERROR WHEN IT FAILED TO ENFORCE THE

EXPRESS AND UNAMBIGUOUS TERMS OF THE

PARTIES' CONTRACT.

II. THE TRIAL COURT COMMITTED REVERSIBLE

ERROR BY FAILING TO APPLY APPLICABLE

CONTRACT LAW TO DETERMINE THE INTENT OF

THE PARTIES AND WHETHER THERE WAS A

MEETING OF THE MINDS.

A. THE UNILATERAL PURPORTED INTENTIONS

OF ARCH WOOD DO NOT FORM AN

APPROPRIATE BASIS TO RESCIND THE

CONTRACT.

B. IF THE TRIAL COURT'S JUDGMENT IS

PERMITTED TO STAND, THERE WILL BE A

CHILLING EFFECT ON CONTRACT LAW AND

THE ABILITY OF ENTITIES TO

EFFECTIVELY CONDUCT BUSINESS IN NEW

JERSEY.

C. IF THE TRIAL JUDGMENT IS PERMITTED

TO STAND, THE DOCTRINE OF JUDICIAL

PRECEDENT WILL BE TURNED ON ITS

HEAD.

III. THE TRIAL COURT FAILED TO APPLY

CONTRACT LAW ON THE EQUITABLE RELIEF OF

RESCISSION AS RESCISSION WAS NOT AN

AVAILABLE REMEDY.

A. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR BY GRANTING

RESCISSION BECAUSE ARCH WOOD FAILED

TO EXERCISE REASONABLE CARE IN

CONNECTION WITH ITS PURPORTED

UNILATERAL MISTAKE.

B. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR IN GRANTING

RESCISSION BECAUSE DOING SO CAUSED

SEVERE PREJUDICE TO TRIRIDGE.

C. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR IN GRANTING

RESCISSION BECAUSE THERE WAS NO

FRAUD, UNDUE INFLUENCE, CONCEALMENT

OR BAD FAITH ON THE PART OF

TRIRIDGE.

D. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR IN GRANTING

RESCISSION BECAUSE ARCH WOOD WAS

NOT FREE OF WANT OR CARE AND

DILIGENCE IN CONNECTION WITH THE

CONTRACT AND ITS AGREEMENT WITH

TRIRIDGE.

E. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR WHEN IT RESCINDED

THE CONTRACT AND STILL AWARDED ARCH

WOOD DAMAGES.

F. THE TRIAL COURT COMMITTED

REVERSIBLE ERROR IN GRANTING

RESCISSION BECAUSE ARCH WOOD FAILED

TO ACT PROMPTLY TO RESCIND WHEN IT

ALLEGEDLY LEARNED THAT IT HAD MADE

A UNILATERAL MISTAKE.

IV. THERE COULD BE NO MODIFICATION OF THE

CONTRACT DUE TO ARCH WOOD'S UNILATERAL

STATEMENTS.

On review of a decision in a non-jury trial "we do not disturb the factual findings and legal conclusions of the trial judge unless we are convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice." Rova Farms, supra, 65 N.J. at 484. We defer to the trial judge's findings on credibility. Ibid.

TriRidge's claims are premised on its failure to appreciate the basis for the judge's ruling. While cast in different terms, all of these arguments are based upon a disagreement with the judge's resolution of conflicting testimony. Our review of the record convinces us that there is no basis for concluding that "the judge went so wide of the mark, a mistake must have been made." Maggio v. Pruzansky, 222 N.J. Super. 567, 577 (App. Div. 1988) (internal quotations and citation omitted). To the contrary, the judge's factual findings and legal conclusions about the parties' failure to reach an agreement and the plaintiff's entitlement to recovery under principles of quantum meruit are supported by sufficient competent, credible evidence. Rova Farms, supra, 65 N.J. at 484.

Defendant claims that the judge erred by rescinding and by failing to properly interpret and enforce the terms of an undisputed written agreement. These claims have no foundation because the judge held that there was no enforceable agreement. These lines of argument lack sufficient merit to warrant any extended discussion in a written decision. R. 2:11-3(e)(1)(E). Evidence about conduct such as submission of change orders and consultation with the architect that was arguably consistent with the written, unsigned form document was relevant to but not determinative of the existence of the mutual assent and certainty required for an enforceable agreement. See Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992).

 
In Weichert the Supreme Court held that there was no enforceable contract where a realtor rendered services in connection with a transaction despite uncertainty about the rate for commission. Id. at 440-41. The Court also held that the principles of quantum meruit were properly applied to permit that realtor to recover a reasonable fee for these services that were rendered with a reasonable expectation of payment. Id. at 435-38; St. Barnabas Med. Ctr. v. County of Essex, 111 N.J. 67, 79 (1988). The judge's decision in this case is not inconsistent with those principles.

Affirmed.

(continued)

(continued)

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A-2025-04T3

January 18, 2006