Opinion
No. C5-01-25.
Filed July 17, 2001.
Appeal from the District Court, Ramsey County, File No. CX994890.
Pamela F. Hutton, (for appellant)
Karl L. Cambronne, Becky L. Erickson, Chestnut Cambronne, P.A., (for respondent)
Considered and decided by Klaphake, Presiding Judge, Crippen, Judge, and Stoneburner, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2000).
UNPUBLISHED OPINION
Appellant Hiner Development, Inc. (Hiner) brought this action against respondent Stanley Widmer Associates, Inc. (Widmer), alleging breach of contract and consumer fraud. Hiner sought rescission or recovery of money already paid Widmer on a contract to build a prototype of a portable artist's easel. Widmer answered, denying that he had failed to perform under the terms of the parties' agreement, and counterclaimed for breach of contract, unjust enrichment, and quantum meruit, seeking amounts he alleged were still due under the contract.
Following a two-day trial at which Richard Hiner and Stanley Widmer testified, the court found that Widmer substantially complied with the terms of the contract by preparing layout drawings required in phase I which were received and accepted by Hiner, and by building a prototype in substantial compliance with those layout drawings.
The court further found that, to date, Hiner has paid Widmer $55,661 on the contract and that Hiner continues to owe Widmer $2,741.50. The court ordered dismissal of Hiner's complaint and entered judgment in the amount of $2,741.50 in favor of Widmer on his counterclaim.
Hiner made no post-trial motions. On appeal from the judgment, Hiner argues that the contract was not enforceable because the parties never agreed to the exact definition of "prototype," which he alleges was a material term of the contract. He also argues that there was no basis for the court to find that Widmer substantially complied with the parties' agreement. Because the trial court's findings are not clearly erroneous and are reasonably supported by the evidence and because Hiner cannot now argue for the first time on appeal that the contract is unenforceable, we affirm.
DECISION I.
"[O]n appeal from a judgment where there has been no motion for a new trial[,] the only questions for review are whether the evidence sustains the findings of fact and whether such findings sustain the conclusions of law and the judgment." Gruenhagen v. Larson, 310 Minn. 454, 458, 246 N.W.2d 565, 569 (1976) (citations omitted).
A reviewing court will not reverse a trial court "due to mere disagreement with its findings." Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 102 (Minn. 1999). A trial court's findings will be reversed only if clearly erroneous, or "manifestly contrary to the weight of the evidence or not reasonably supported by the evidence as a whole." Rogers v. Moore, 603 N.W.2d 650, 656 (Minn. 1999) (quotation omitted). "Findings of fact are clearly erroneous only if the reviewing court is left with the definite and firm conviction that a mistake has been made." Fletcher, 589 N.W.2d at 101 (quotation omitted).
In any case alleging breach of contract, where the intention of the parties may be gained from the writing, construction of the contract is for the court to determine. Where the existence and terms of the contract are in doubt, these issues are for the finder of fact to determine based on evidence presented at trial. Donnay v. Boulware, 275 Minn. 37, 44, 144 N.W.2d 711, 716 (1966). Here, the parties disagreed as to what they meant by the term "prototype" and as to whether Widmer breached the contract by failing to produce the promised prototype. At trial, both parties were given an opportunity to present evidence to support their respective positions.
Based on the evidence presented, the trial court found that the terms of the contract were set out in Widmer's bid proposals for Phase I and Phase II, neither of which referred to a "working prototype." The trial court further found that "[u]sing Hiner's sketches, specifications, oral instructions and patent, Widmer produced layout drawings as required in phase I of the contract," that Hiner accepted these drawings, and that Widmer then built a prototype "in substantial compliance with those layout drawings," thus satisfying Phase II of the contract. The evidence presented at trial reasonably supports these findings.
In particular, the trial court's findings regarding what the parties intended by the term "prototype" are supported by Widmer's testimony. Although Hiner testified that he believed he would receive a "working" or "workable" prototype from Widmer, or a final product that he could present to potential manufacturers and distributors, Hiner also acknowledged that he had no experience with prototypes upon which to base his expectations. Widmer, who is an industrial design engineer and has built many prototypes, testified that his quote for developing a "prototype" did not guarantee anything and that a prototype is not a final product but is often made of butterboard, nylon, or fiberglass and fitted together or superglued. The trial court here was entirely free to afford greater weight to Widmer's testimony. See Minn.R.Civ.P. 52.01 (credibility determinations are for court in "all actions tried upon the facts without a jury").
The evidence also reasonably supports the trial court's finding that Widmer substantially complied with the terms of the parties' contract. As a general rule, substantial compliance with the terms of a contract, particularly when a building or construction contract is involved, is sufficient. Material Movers, Inc. v. Hill, 316 N.W.2d 13, 18 (Minn. 1982). The issue of whether a contract has been performed or whether there has been substantial performance or compliance is a question for the finder of fact, unless the evidence is conclusive. Ylijarvi v. Brockphaler, 213 Minn. 385, 392, 7 N.W.2d 314, 319 (1942). A contractor who performs according to plans and specifications provided him is not responsible for any defects in those plans. Hayle Floor Covering, Inc. v. First Minn. Constr. Co., 253 N.W.2d 809, 811 (Minn. 1977). Here, the court found that Widmer had substantially complied with the plans and specifications provided him by Hiner.
II.
Hiner argues for the first time on appeal that the contract is unenforceable because the parties never agreed to a material term, that is, what was intended by the term "prototype." A party cannot raise an issue or alternative theory of recovery for the first time on appeal. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988) ("Having lost on the theory under which she argued the case, Thiele plainly raised an alternative theory for the first time on appeal."). Similarly, having lost on the theory under which he tried the case below, Hiner cannot now argue an alternative theory on appeal.
Moreover, Hiner's arguments simply make no sense and are merely a veiled attempt to relitigate issues regarding the terms of the contract and Widmer's performance under the contract. One party's mistaken belief regarding a contract term does not render that term ambiguous or unclear, so as to render the entire contract unenforceable. If a contract term is ambiguous, extrinsic evidence is allowed to explain the parties' intent and interpret the contract's meaning. See Donnay, 275 Minn. at 44, 144 N.W.2d at 716. That is exactly what happened here at trial.
In addition, even a vague or indefinite contract can be cured by the parties' subsequent conduct and their own practical interpretation. Johnson v. Quaal, 250 Minn. 154, 157, 83 N.W.2d 796, 798 (1957); see also Hartung v. Billmeier, 243 Minn. 148, 150-51, 66 N.W.2d 784, 787-88 (1954) ("Although vagueness and indefiniteness may prevent the creation of a contract, it is not to be forgotten that any offer or agreement is indefinite and uncertain in some degree since words are but imperfect symbols of what each party understands and intends."). The parties here clearly assumed a contract existed and acted accordingly.