Lamar Contractors, Inc. v. Rolling Plains Construction, Inc.

Case: 12-30695 Document: 00512060927 Page: 1 Date Filed: 11/21/2012

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit

FILED
November 21, 2012

No. 12-30695 Lyle W. Cayce
Summary Calendar Clerk

LAMAR CONTRACTORS, INCORPORATED,

Plaintiff-Appellant
v.

ROLLING PLAINS CONSTRUCTION, INCORPORATED,

Defendant-Appellee

Appeal from the United States District Court
for the Eastern District of Louisiana
USDC No. 2:11-CV-1336

Before REAVLEY, JOLLY, and DAVIS, Circuit Judges.
PER CURIAM:*
In this dispute over a contract for fireproofing a roof, general contractor
Lamar Contractors, Inc. appeals the district court’s grant of summary judgment
in favor of subcontractor Rolling Plains Construction, Inc. The district court
held that because the parties failed to mutually consent to the scope of the
fireproofing work, no meeting of the minds occurred, and thus no contract was
formed. Reviewing the record de novo, see Downhole Navigator, L.L.C. v.

*
Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.
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No. 12-30695

Nautilus Ins. Co., 686 F.3d 325, 328 (5th Cir. 2012), we AFFIRM for essentially
the same reasons given by the district court.
1. Lamar argues that the district court misapplied the principles of
contract interpretation, and that Rolling Plains’s bid was at least ambiguous as
to whether intumescent fireproofing was excluded from both the base bid and the
“Add.” It asserts that the “Add” should be construed to include intumescent
materials, but the argument ignores whether a contract was formed in the first
place. The record shows that Rolling Plains told Lamar’s project manager
shortly after bid day, and before Lamar accepted the bid, that the Add did not
include intumescent fireproofing of the underside of the metal deck of the gym
roof. Lamar therefore knew that it and Rolling Plains attached materially
different meanings to the scope of the work intended in the bid. Because there
was no meeting of the minds on this essential component of the contract, there
was no mutual consent and the district court correctly held that no contract was
formed. See, e.g., Ingraffia v. NME Hosps., Inc., 943 F.2d 561, 565 (5th Cir.
1991); LA. CIV. CODE ANN. art. 1927; see also RESTATEMENT (SECOND) CONTRACTS
§ 20.
2. Lamar also argues that the district court erroneously granted summary
judgment to Rolling Plains on its claim for detrimental reliance. Lamar cites
nothing in the record and provides no authority or analysis in support of its
contention, however, and the issue is inadequately briefed. See Swindle v.
Livingston Parish Sch. Bd., 655 F.3d 386, 392 & n.6 (5th Cir. 2011); see also FED.
R. APP. P. 28(a)(9)(A). Even if we were to consider the issue, we would agree
with the district court that by excluding the intumescent material Rolling
Plains’s original bid failed to conform to the project’s specifications. We
therefore agree with the district court that Lamar could not have reasonably and
justifiably relied upon the bid. See, generally, LaBarge Pipe & Steel Co. v. First
Bank, 550 F.3d 442, 464 (5th Cir. 2008); LA. CIV. CODE ANN. art. 1967. The

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No. 12-30695

extent to which Lamar argues that the bid was ambiguous only reinforces the
conclusion that Lamar could not justifiably rely on its own unilateral
interpretation.
AFFIRMED.

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