Opinion
C.A. No. 02C-10-027 (JTV).
Submitted: January 13, 2006.
Decided: June 15, 2006.
Upon Consideration of Defendant's Motion For Summary GRANTED.
Gary Dodge, Esq., Dover, Delaware. Attorney for Plaintiff.
Thomas I. Barrows, Esq., Dover, Delaware. Attorney for Defendant.
OPINION
Defendants Dover Housing Authority and Owens Manor Limited Partnership have moved to dismiss the plaintiff's complaint under Superior Court Civil Rules 12(b)(6) and 56. The plaintiff is Pepper Reinholz Architects, Inc. Since matters outside the pleadings have been included with the moving papers, the motion will be considered a motion for summary judgment.
Schultz v. Delaware Trust Company, 360 A.2d 576 (Del.Super. 1976).
The original defendants were Ingerman Affordable Housing, Inc., Ingerman Construction Co., The Ingerman Group, Dover Housing Authority and Owens Manor Limited Partnership. Pepper Reinholz brought suit against all these defendants alleging breach of contract, unjust enrichment/quantum meruit and tortious conversion.
The complaint alleged that The Ingerman Group, Ingerman Construction Company and Ingerman Affordable Housing, Inc. wrongfully prevented the plaintiff from performing architectural services for a real estate construction project and that they owe it $54,101.53. The complaint also alleged that all defendants were unjustly enriched by using the plaintiff's architectural work product without compensating it for those services. The plaintiff further contends the Dover Housing Authority, Ingerman Construction Company and The Ingerman Group were equitable owners of the construction property and that Owens Manor Limited Partnership is the record owner.
Ingerman Affordable Housing, Inc., Ingerman Construction Co., The Ingerman Group have previously been dismissed from the suit, leaving defendants Dover Housing Authority and Owens Manor Limited Partnership as the only remaining defendants.
Facts
The plaintiff is an architectural firm which entered into an agreement with Ingerman Affordable Housing, Inc. to perform architectural services for construction of public housing units on South New Street in Dover.
The plaintiff alleges it performed its duties in a diligent fashion consistent with industry practices but, during that process, site conditions previously undisclosed to the architect were discovered. Those conditions required substantial revision of the project, which the plaintiff undertook.
On October 19, 1999, Bruce Morgan, acting on behalf of The Ingerman Group, Ingerman Construction Company and/or Ingerman Affordable Housing Inc., discharged the plaintiff from the job and ended their relationship.
The relationship between the three Ingerman parties (collectively "Ingerman") does not seem to be clearly set forth in the record, but from the record it appears that Ingerman Affordable Housing, Inc. and/or the other two Ingerman companies acted as general contractor for the project. It appears that Dover Housing Authority played a financing role and provided administrative oversight for the project. It appears that Owens Manor Limited Partnership was the record owner of the property where the public housing units were built.
Standard of Review
Summary judgment should be rendered if the record shows that there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. The facts must be viewed in the light most favorable to the non-moving party. Summary judgment may not be granted if the record indicates that a material fact is in dispute, or if it seems desirable to inquire more thoroughly into the facts in order to clarify the application of the law to the circumstances. However, when the facts permit a reasonable person to draw but one inference, the question becomes one for a decision as a matter of law. When a moving party through affidavits or other admissible evidence shows that there is no genuine issue as to any material fact, the burden shifts to the non-moving party to demonstrate that there are material issues of fact.
Superior Court Civil Rule 56(c).
Guy v. Judicial Nominating Comm'n, 649 A.2d 777, 780 (Del.Super.Ct. 1995); Figgs v. Bellevue Holding Co., 652 A.2d 1084, 1087 (Del.Super.Ct. 1994).
Ebersole v. Lowengrub, 180 A.2d 467, 470 (Del. 1962).
Wooten v. Kiger, 226 A.2d 238 (Del. 1967).
Moore v. Sizemore, 405 A.2d 679 (Del. 1979).
Parties' Contentions
The defendants claim the complaint should be dismissed because they had no contractual relationship with the plaintiff. They contend they were not parties to the agreement between the plaintiff and Ingerman Affordable Housing, Inc. The defendants further contend that full payment for the project was made by them to Ingerman in the amount of $5.39 million, that this figure included all amounts to be allowed for architectural services, and that they made no contract for payment of additional architectural services outside the original contract with Ingerman. Thus, they contend, they were not unjustly enriched by the plaintiff's work product. They contend that a materialman who furnishes materials upon the order and credit of a general contractor cannot recover in an action in personam against the owner upon the basis of implied contract arising from the receipt and acceptance of the benefit of the materials furnished. They contend that this principle applies by analogy to one providing services, in this case an architect. Additionally, the defendants argue the plaintiff's complaint does not allege that the plaintiff, as subcontractor, would be unable to recover from the contractor on the express contract.The plaintiff contends that the defendants' argument that Pepper Reinholz is a subcontractor is incorrect. The plaintiff argues it viewed itself as contracting not with a general contractor but with the owner. In support of this argument, the plaintiff points to the contract — a standard American Institute of Architects contract — which lists the contracting parties as an architect and the owner of real property. In this case, Ingerman Affordable Housing, Inc. is listed as "Owner." The plaintiff argues it never agreed to the status of subcontractor or to waive any rights under the contract. Additionally, the plaintiff contends that Ingerman Affordable Housing, Inc. and the other Ingerman entities admitted that they are equitable owners of the property. The plaintiff argues there was no indication that Ingerman was functioning as a general contractor. The plaintiff contends that the Dover Housing Authority should remain as a defendant in the action because the plaintiff was contracting with the parties it believed to be the equitable owners of the property, not with a general contractor. The plaintiff contends that the Dover Housing Authority and Owens Manor Limited Partnership were unjustly enriched because a successor architect used the plaintiff's plans to build the project.
The defendants respond that there is no contract between the plaintiff and Dover Housing Authority and Owens Manor Limited Partnership. Assuming for the sake of argument, however, that they were parties to the contract, the defendants' contend that in such case this action must be dismissed because the contract requires that all disputes be determined by arbitration through the American Arbitration Association. It was for that reason that the Ingerman entities were dismissed from this action.
Discussion
The contract in this case is between the plaintiff and the former defendant, Ingerman Affordable Housing, only. There is no evidence sufficient to support a finding that the Dover Housing Authority or Owens Manor Limited Partnership were parties to the agreement or that they had any other contractual relationship with the plaintiff. The fact that the pre-printed form of contract used refers to Ingerman Affordable Housing, Inc. as "Owner" does not make Dover Housing Authority and Owens Manor Limited Partnership parties to the agreement, nor does it establish any agency between Ingerman, Dover Housing Authority and Owens Manor Limited Partnership. It does not render Ingerman Affordable Housing, Inc. an equitable owner of the property, nor does it make Dover Housing Authority an equitable owner of the property. While some confusion may have been eliminated if the word "Owner" had been crossed through and the word "General Contractor" substituted where it appears next to Ingerman Affordable Housing, Inc's name, the failure to do so does not create liability on the part of Dover Housing Authority or Owens Manor Limited Partnership where none otherwise exists. The record contains no evidence upon which the trier of fact could base a finding that Dover Housing Authority or Owens Manor Limited Partnership have liability to the plaintiff in connection with the plaintiff's agreement with Ingerman Affordable Housing.
Additionally, even if plaintiff were correct in arguing that the plaintiff believed it was contracting directly with the parties it believed were equitable owners, including the Dover Housing Authority and Owens Manor Limited Partnership, then the plaintiff would have been required to submit its claims before the American Arbitration Association and these defendants should have been dismissed from the case just as the former defendants were dismissed. Nonetheless, it is clear from the agreement that the contracting parties were Pepper Reinholz and Ingerman Affordable Housing.
The facts of this case are similar to those in William M. Young Company v. Bacon in which this Court granted summary judgment for a defendant in a mechanic's lien action in which the plaintiff also asserted quantum meruit, third-party beneficiary and agency claims. In granting defendant's motion for summary judgment, the Court stated:
It has long been the rule in Delaware that `[a] materialman who . . . furnishes materials upon the order and credit of a general contractor . . . cannot recover in an action in personam against the owner upon the basis of implied contract arising from the receipt and acceptance of the benefit of the materials furnished.'
Id. at * citing Cohen v. Delmar Drive-In Theater, Del.Super., 84 A.2d 597, 598 (1951).
The Court added that such a person may not recover a personal judgment against a property owner in the absence of a contract between them. The Court noted the homeowners were not unjustly enriched as they had paid the general contractor for the materials that the plaintiff supplied.
Here the defendants also paid for the entire project, including architectural and engineering services. Although the plaintiff argues that the Dover Housing Authority and Owens Manor Limited Partnership were unjustly enriched because they had the benefit of the plaintiff's work, the plaintiff has offered no evidence of this. In fact, the defendants have shown they were not unjustly enriched.
For the foregoing reasons, the defendants' motion for summary judgment is granted.