Opinion
Rehearing Denied Aug. 12, 1975.
Yegge, Hall & Evans, Karl P. Mattlage, Steamboat Springs, for plaintiff-appellee.
Gerald A. Kay, Denver, for defendants-appellants.
Page 124
COYTE, Judge.
Defendants appeal from a judgment entered against them in a suit for services rendered. We affirm.
In December 1971, defendants Hartmann and Daffern contacted plaintiff Jones, an architect, about designing a lodge and restaurant building that defendants wanted to construct in Steamboat Springs. At this meeting, architect's fees and general financing of the project were discussed. Plaintiff explained to defendants that he had different rate schedules for different aspects of work involved in designing a building of this type. In a letter dated January 1, 1972, and addressed to the defendants individually, Jones stated that he wished the letter 'to serve as a memorandum of agreement between yourselves as owners and myself as architect for the above project.' He continued, 'Should my services go beyond the schematic phase, then this agreement would be superceded (sic) by a standard A.I.A. (American Institute of Architects) form of agreement.' The fee for the schematic work, cost estimate, outline specifications, and scale model was to be '$20.00 per hour and 2 times my draftmens' (sic) salary for their work.' The letter also stated, 'If and when you give approval to proceed with working drawings, then my basic fee will be 10 percent of the cost of construction, and the subject of a standard AIA Owner-Architect Agreement.' Jones asked that both defendants sign and return a copy of the letter, but they did not do so.
Plaintiff began work on the schematic drawings. On June 21, 1972, plaintiff sent a standard A.I.A. contract to defendants which set out a 9% Fee in addition to the schematic rate in the letter of January 1, 1972. This was not signed by defendants. On July 14, 1972, plaintiff sent a statement for $616 using hourly fees to 'D.H.F. Corporation, c/o Mr. Ed Hartmann.' The statement contained a credit for $140 already paid by Manny Feder, who, together with the defendants, was forming the corporation to build the project. At this time, the three had not incorporated D.H.F. Corporation. Jones sent another bill on August 1, 1972, for $856 still using the hourly fee schedule for the schematic phase. This bill was paid August 13, 1972, with a personal check signed by Hartmann's wife even though D.H.F. Corporation had filed articles of incorporation on August 10, 1972.
In a letter dated August 18, 1972, Jones notified defendants that he was commencing the working drawings, the next step after the schematic phase. On August 30, Jones wrote Hartmann that he had been advised by the building inspector that completed working drawings were necessary in order to obtain a building permit and asked about the status of the unsigned contract. There were letters during August and September from Jones indicating his progress on the drawings and other aspects of the project. Jones anticipated that all plans were to be completed by the end of September. Jones undertook to get a building permit, and suggested that defendants start processing an application for a liquor license. On September 14, 1972, Jones sent defendants a bill based on 35% Of 9% Of cost of construction, in accordance with the schedule in the contract mailed June 21. This bill was not paid. On November 1. 1972, Jones sent another copy of the June 21 document to defendants and a bill for 75% Of 9% Of the total.
On December 5, 1972, plaintiff appeared for defendants as a witness at the hearing on their application for a liquor license. He had submitted completed plans for this hearing. Jones had told defendants he would do this only if he were paid something on his account. When defendants refused to pay any more on Jones' bills, Jones stopped working and the parties attempted to settle their differences. The negotiations failed, and Jones filed a mechanic's lien on February 6, 1973, for $23,316.50 on defendants' property in Steamboat Springs where the lodge was to have been located and asked that the lien be foreclosed. He filed a lis pendens on June 5, 1973, and suit was filed that same day for the reasonable value of his services.
After trial to the court, it found that while the lis pendens and suit were filed too late to foreclose any mechanic's lien, defendants were personally liable to plaintiff. Judgment was entered in the amount of $23,312.50 in favor of plaintiff and against defendants individually. This amount represented 75% (the percentage of work that Jones completed) of the contract amount, which the court found was a reasonable value for the services rendered.
Defendants first contend that there was no agreement between plaintiff and defendants to pay for other than schematic drawings and that the trial court erred in finding that a contract existed to pay any fees on a percentage basis. The trial court found that there was an oral agreement between the parties and that defendants authorized plaintiff to go beyond the schematic phase. Such an agreement was in keeping with what defendants were attempting to do in order to facilitate the financing of the project, the obtaining of building permits, and the obtaining of the liquor license. For example, in order to obtain a liquor license, an application had to contain plans and specifications as mandated by s 12--47--138(3), C.R.S.1973 (C.R.S.1963, 75--2--40). These must go beyond mere schematic drawings. Spero v. Board of Trustees, Colo.App., 529 P.2d 327.
Whether there was a contract for these additional services was a question of fact to be determined by the trial court, See Babcock v. Bouton, 85 Colo. 327, 275 P. 908. There being evidence supporting the trial court's finding on this issue, we will not disturb that finding on appeal.
Defendants also contend that the trial court erred in finding that 75% Of the contract price was the reasonable value for Jones' services. Although there was a contract, Jones stopped work before completing it, and thus he could not recover under it because he could not prove substantial performance. Little Thompson Water Association v. Strawn, 171 Colo. 295, 466 P.2d 915. However, recovery for partial performance may be had under a theory of Quantum meruit. Burke v. McKee, 304 P.2d 307 (Okl.). Services rendered under circumstances where compensation is reasonably expected should be paid for. Bator v. Mines Development, Inc., 32 Colo.App. 320, 513 P.2d 220.
Both the expectation of payment and the reasonable value of the services are questions of fact. Milner v. Ruthven, 116 Colo. 22, 178 P.2d 417. As there is substantial evidence to support the findings of the trial court of the reasonable value of the services that Jones rendered, we will not disturb these findings on review. Larson v. American National Bank, 174 Colo. 424, 484 P.2d 1230.
Defendants contend that Jones should have known that he was dealing with a corporation and that therefore they should not be held liable individually. Jones started working for defendants before incorporation. After D.H.F. Corporation filed papers on August 10, 1972, neither defendant notified Jones that they were acting as agents for the corporation. Thus, they were not protected by the corporate veil and their individual liability continued. See Conner v. Steel, Inc., 28 Colo.App. 1, 470 P.2d 71.
The trial court correctly ruled that the time for filing a mechanic's lien had been exceeded and correctly entered judgment for the value of the services rendered.
Judgment affirmed.
PIERCE and BERMAN, JJ., concur.