Waddington v. Wick

NUGENT, Judge,

dissenting.

I cannot agree with the majority opinion because it is unfaithful to the trial record and it violates the ¡principles established in Murphy v. Carron, 536 S.W.2d 30 (Mo.1976) (en banc). We must sustain the trial court’s decision unless that court’s findings of facts are not supported by the evidence or unless the applicable law has been either erroneously declared or applied.

The trial court made no statement of the law being applied, but as evidenced by its award to the plaintiff, the court apparently acted either on the basis that an architect can be compensated for extra work performed but not contemplated by the parties at the time of contracting, or on the basis that an architect can be compensated for the reasonable value of his services when a contract has been abandoned.

That being so, under the rule of Murphy v. Carron, supra, the court’s decision can be reversed only if neither of these conclusions is supported by the evidence. The question is strictly a fact question: does a comparison of the contract with the evidence presented support a finding either that, at the owner’s later request, the architect performed certain work not contemplated in the contract or that the contract was abandoned? The record shows the following:

I. The Record

Plaintiff Edward Waddington is a Kansas City architect. Defendant Charles Wick is a law school graduate and an experienced nursing home builder, owner and operator. The two had on a number of occasions before 1977 worked together on the defendant’s nursing home projects. So far as the record shows, those earlier projects had been without formal contracts, and Mr. Wick appears to have been satisfied with the architect’s services and percentage-based fees.

Talks between Mr. Waddington and Mr. Wick about rehabilitation and expansion of the defendant’s nursing home in this case began in 1975. They corresponded about and discussed details of the design and construction of additional bedrooms and bedrooms designed to accommodate three beds. In early 1977 the discussions became more serious. The object was to make the facility more competitive. Mr. Wick directed the architect to prepare the necessary work for the feasibility phase of an FHA-HUD mortgage insurance application.

Obtaining FHA-insured mortgage financing involved a three-stage process. The first stage was a proposal to FHA in early 1977 and a request for a feasibility study. The federal agency indicated its tentative *154approval of the project by its October 25, 1977, feasibility letter to Mr. Wick inviting him to submit an application for a conditional commitment, the beginning of the second stage.

FHA’s Form 2013, “Application — Project Mortgage Insurance”, provides for inclusion of an estimate of the architect’s fees. According to the mortgage banker Craig Bennett who handled those transactions, called as defendant’s witness, the supporting material which FHA wanted at this stage was the site plans, floor plans and elevations together with outline specifications. Only after issuance of the FHA conditional commitment does the architect prepare the detailed drawings and specifications (in this case a 140-page bound, printed volume).

With the issuance of FHA’s conditional commitment the final stage begins. In it the agency indicates that, if the borrower within a specified time prepares his final plans for the project, obtains bids from qualified contractors for completion of the-work outlined in the application and finds a lender willing to lend the principal amount on acceptable terms (which will include the liquidation of any existing indebtedness on earlier financing), then FHA-HUD will insure the project loan. Therefore, upon receipt of the conditional commitment the owner must complete his plans for the project and obtain from the architect the final detailed plans and specifications to submit to prospective contractors for bids. Before the architect can complete his design work (the plans and specifications), he must know exactly what the owner wants in his building (assuming he does not have carte blanche from the owner to design the building any way he sees fit). Final approval of the entire package must then be obtained from FHA before the lender will make his first payout.

After receipt of the invitation letter in this case, the mortgage banker obtained from the owner and the architect the supporting data and documents and submitted the application (FHA Form 2013) and supporting material to the agency on November 22, 1977. Among the documents was the November 21, 1977, contract between owner and architect on FHA Form 2719-A required by FHA. The contract stipulated a fixed architect’s fee of $26,640, 75% ($19,-980) payable upon completion of the plans and specifications, the balance of $6,660 to be paid for the architect’s supervisory services during construction. These figures are precisely reflected in the application, which indicates that they total 6% of the plaintiff's estimated cost ($477,090) of the improvements. Defendant’s witness Craig Bennett testified that normally an architect’s fee is a percentage of cost and expands with the expansion of the project. He also noted that the costs included in the November application were only “projected”, that is, “estimated” costs.

At trial, defendant Wick testified that he had signed the November 21, 1977, FHA form contract upon the basis of his understanding that HUD had a contract form incorporating certain mandatory conditions. Before that he had no discussions with Mr. Waddington regarding the fee, and they had no agreement as to the fee. He said that the architect was just to put into effect their earlier discussions about expanding the facility and to do whatever drawings were necessary for FHA processing to get the conditional commitment. Defendant admitted that on November 22 Mr. Waddington “had done whatever an architect is supposed to do in assisting an owner in bringing a project up to the point where an application for a commitment by FHA is sought.” He also testified that he had paid $7,609.24 to or for Mr. Waddington in connection with the project until “May or July, 1978.” At that time, he said, it became “foolhardy to pay those bills, particularly in the face of the November 21, ’77 contract, which I didn’t pay much attention to.” Mr. Wick in his testimony did not dispute the fact that he and Mr. Forman, his consultant, had greatly expanded the scope of the project after the signing of the contract. No other evidence was introduced to indicate the contrary.

The conditional commitment was received from HUD on February 7, 1978.

*155As of November, 1977 the plan had been to expand the facility by twenty bedrooms and six bathrooms. Six months after the FHA form contract was signed, on May 19, 1978, defendant increased the number of private bathrooms from six to twenty. These additions aggravated the ventilation and exhaust problem requiring revisions of the pertinent plans and specifications. Defendant’s consultant suggested that the system in place was already inadequate for the existing toilet facilities.

The nature and scope of the project increased “very substantially” after the February 7 conditional commitment. One of Mr. Waddington’s associates, Mr. Sneller, had completed the engineering plans by July 12, 1978. After that defendant’s construction consultant, Emil Forman, came to town and toured the facility with Mr. Snel-ler. At that late date, eight and one-half months after the signing, Mr. Forman said that it was an opportune time to make corrections, improve the entire structure, and upgrade the project — to spend money on the existing facility because they could get that as part of their loan. As a result of the meeting, the scope of the work was revised to include an updating of the office and lobby area; an addition of sound systems, speakers and microphones; lighting changes; and electrical devices for possible expansion-conversion of two-bed rooms to three-bed rooms. Mr. Sneller did not complete the additional engineering work until August or early September.

Plaintiff completed the plans and specifications on September 17, 1978. The lowest construction estimate Mr. Wick could get was $733,000. Plaintiff testified that the increase in the number of bathrooms and other mechanical changes ordered by defendant in 1978 caused the increase in cost, that the twenty additional baths added an “astronomic expense” and the construction problems were “monumental”.

Defendant’s witness, mortgage banker Craig Bennett, testified that for such a substantial increase, “you probably put something into the project, some amenities or some design criteria that obviously or supposedly was not previously contemplated at the conditional commitment stage.” Mr. Bennett further testified that after the bids came in at the greatly increased amount, an attempt was made by defendant to reduce the project and get it back within budget, but by then the financial situation was so bad because of higher interest rates that the project became infeasible and defendant abandoned it.

II. Architects’ Recovery for Extra Work

The majority opinion cites Boyd v. Margolin, 421 S.W.2d 761 (Mo.1967), for the general rule that when a plaintiff chooses to base his claim on quantum meruit, his recovery is limited to the contract price. Missouri recognizes the exception to that general rule which allows quantum meruit recovery for those who are required to perform extra work not contemplated at the time of contracting and unhesitatingly applies it to contractors and builders.1 The majority opinion concludes, however, that an architect cannot recover in quantum me-ruit because of the distinction it finds between architects and builders.

The distinction is irrelevant and in this context nonexistent. Of course, the work which they do differs. Also an architect’s services are often more difficult to describe and define than are a builder’s, simply be*156cause an architect is involved in planning and a builder is involved in the execution of those plans. To conclude, however, that an architect must therefore be subject to the whims of an owner who may make whatever changes he wishes, as many times as please him, without paying for them or the extra work and expenditures they entail is contrary to both law and business practice, not to mention common sense. Such a conclusion assumes that intelligent architects will blindly contract for a fixed fee to prepare plans and specifications for an owner no matter what changes the owner may order or how much additional work and expense may be added. Of course, no architect in his right mind would ever knowingly enter into such an open-ended arrangement. That has never been the law of Missouri, and its application cannot be justified here on the basis of some notion of a difference between architects and builders as parties to an employment contract.

Common sense analysis of this question tells us that cases will differ, but two not uncommon situations come to mind: First case — owner (0) wants architect (A) to design a modern house for 0 and his wife. 0, a busy, nouveau riche entrepreneur, leaves it to A to design an avant-garde showpiece, relying entirely upon A’s knowledge, judgment and creativity. Second case — 0’s new wife, after living a time in the new house, decides that she wants a house of conventional design more suitable to the Os’ lifestyle. She confers at length and in minute detail with A about the number, size, shape, and decoration of the rooms, about the kinds and placement of the windows and doors, about the garage-, the basement, the kitchen, the entrance hallway, the fireplaces and chimneys, the heating and cooling systems as well as the exterior design, color, materials, roofing, and landscaping. She thinks that she knows exactly what she wants for her new house.

In the first case, if A agrees to design and supervise the erection of 0’s new house, A should be held to have anticipated all that would be required to construct the house and not be allowed to charge 0 for “extras” which A did not think of in drawing the plans. But in the second case, if, after completion to her satisfaction of the design of the house she had in mind and directed A to plan, Mrs. 0 exercises her traditional prerogative and changes her mind and calls for the addition of a dressing room or an upstairs laundry room, which requires a considerable revision of the plans and specifications, 0 should be held to pay for the “extras”.

Here we have a third case — 0, an experienced nursing home owner and operator (who has a number of such properties in his portfolios and who is well-versed in the law, the design and erection of nursing homes, and in the rather esoteric problems of insuring mortgage financing through FHA-HUD), engages A, with whom he has worked on several earlier projects, to prepare plans and specifications to update and expand one of his older facilities. 0 confers at length and in detail with A, about the shortcomings of the old facility and 0’s needs and expansion plans for it. The parallel between the second and third cases is obvious.

Because the question whether an architect may be compensated for extra work not in contemplation at the time of contracting is one of first impression in Missouri and we, therefore, look to the cases in other jurisdictions for guidance, we should consider in addition to the Kentucky view discussed at length in the majority opinion, the Wisconsin view as it appeared in Fitzgerald v. Walsh, 107 Wis. 92, 82 N.W. 717 (Wis.1900). There the Wisconsin Supreme Court held that when a contract between an owner and an architect calls for “plans and specifications” for a proposed building “the only reasonable, sensible construction of that language is that it called for one set of acceptable plans and specifications. That being satisfied, the acceptance of an order for another set was neither within, nor a mere extra, incidental to, the original contract.” When there is no “meeting of the minds” on the subject, “an implied promise arises to pay for the extra or independent work.” Such a rule is more equitable than that espoused by the Kentucky court and *157the majority opinion, and should be the rule adopted in Missouri.

As the Fitzgerald case suggests, the burden should be upon the owner. He is the party seeking to make demands on the architect, and accordingly, the risk should fall primarily on him to state with reasonable particularity at the time of contracting all that he expects of the architect. Unquestionably, an architect’s role includes reworking plans, that is, the gross design of the building, until the owner is satisfied, leaving to later the minutiae of architectural and engineering detail. An owner who requests plans for a nursing care facility of a certain number of rooms and with specified amenities is certainly acting reasonably if he rejects the architect’s first or second or fifteenth effort to design to his satisfaction the building he ordered. This is the type of “extra work” which an architect must expect to do and should reasonably foresee and contemplate when he enters contracts. However, if after plans have been prepared the owner decides that he wishes to revise the gross design of what he ordered by changing or adding to those elements which he ordered included in his building, the architect is entitled to compensation for the “extra work” of preparing the additional plans and specifications thus entailed. The owner must bear the burden of his second thoughts. (Of course, if the item in question is not one which an owner but an architect should be thinking of in the beginning before the fee is agreed upon, the burden should fall on the architect.) Therefore, if the trial court here based its decision on the legal conclusion that an architect may be compensated for extra work, we may not find that it erred if the evidence is there.

The evidence summarized here provides substantial support for a finding that the architect was required to do extra work not in contemplation at the time of contracting. In his testimony defendant Wick did not dispute the fact that he and his consultant greatly expanded the scope of the project after the signing of the contract. That alone is adequate reason to affirm the trial court’s decision.

III. The Abandonment Issue

The court may also have based its decision on the legal conclusion that the architect was entitled to compensation for the reasonable value of his services because the contract had been abandoned. The majority opinion concludes that the abandonment rule is inapplicable here because of the absence of a “positive and unequivocal” act of abandonment. Such an act need not, however, be an express and open disavowal of a contract, but can simply be behavior inconsistent with the continued existence of a contract.

In Bogert Const. Co. v. Lakebrink, 404 S.W.2d 779 (Mo.App.1966), the court found evidence of abandonment where changes had been made in plans and specifications without adhering to the contractual provisions governing such changes and where certain payments were made which were not required by the contract. This is consistent with Baerveldt & Honig Const. Co. v. Dye Candy Co., 212 S.W.2d 65 (Mo.1948), which found an abandonment of the original contract in such changes as the enlarging of the office space, the enlarging of the elevator opening, the changing of the toilet construction and the changing of materials. The court held that it would be “unjust for defendant to have advantage of all these changes” while restricting plaintiff to his original contract price. To the court in Baerveldt, it was a matter of the changes being of such scope that the finished building was materially different from the one “vaguely provided for” in the original contract.

Finally, language in Oliver L. Taetz, Inc. v. Groff, 363 Mo. 825, 253 S.W.2d 824 (Mo.1953), suggests that abandonment may be found when the changes in a construction contract greatly prejudice the plaintiff operating under a fixed price contract. In Taetz, the court held at 828 that the express contract between the parties had not been abandoned, even though the additions to the building during construction increased the cost “tremendously” because the builder “was not prejudiced by the changes; in fact, his percentage of the profit was increased because of the changes made in the *158plans.” The opinion leaves the implication that where a builder is prejudiced by changes, a finding of abandonment may be appropriate.

Applying the lessons of Bogert Const. Co., Baerveldt and Taetz to the facts of this case readily leads to the conclusion that the parties abandoned the contract if they ever paid any attention to it at all. The changes made in the project design were described as “monumental” without contradiction or contest. Defendant’s own witness said that such a substantial increase in cost of construction — $477,090 to $733,000 — required putting something in which had not previously been contemplated. Mr. Wick’s testimony supports the inference that the FHA form contract had little import to him until he began to panic about the costs.

Moreover, ample evidence supports the conclusion, plaintiff’s counsel’s concession notwithstanding, that the signing on November 21, 1977, of the FHA form contract was a sham or at most an obeisance to a bureaucratic requirement, a mere bagatelle to be disregarded and abandoned as soon as the preliminary commitment was issued. The evidence was that normally an architect’s fee is a percentage of the construction costs, increasing with any expansion of the project. The written contract was a last-minute departure, an unnegotiated, unbar-gained for, uncontemplated and irrelevant gesture, coming as it did after months of concentration and work on the project by two persons who earlier had operated on an altogether different understanding. Thus defendant’s acknowledged indifference to the form contract makes sense.

Defendant’s testimony clearly demonstrates that after the deal became unprofitable for defendant he decided to fall back on the FHA form contract, even though until that time he admittedly “didn’t pay much attention” to it. Defendant’s own behavior and admissions support the conclusion that the parties acted inconsistently with the existence of a contract and, therefore, either from the beginning never intended to be bound by it or abandoned it later.

Moreover, we may not ignore the fact that Mr. Wick’s testimony at some points was in sharp contrast to that of most of the witnesses, even some he called. The trial court’s assessment of his credibility is binding on us.

IV. The Damages

As to the trial court’s calculation of the amount to be awarded plaintiff under a quantum meruit theory, defendant mistakenly contends that the trial court’s use of an eight percent of construction costs factor was baseless. Not only did the court hear testimony from plaintiff that the range of an architect’s fee is normally from eight to twelve percent of construction costs,2 but defendant’s own witness, experienced architect Robert Newell, testified that for a project in the range of $440,000, fees could range from three to nine percent.

Accordingly, the trial court has neither misstated the law nor based its conclusions on facts not supported by the evidence. Under the dictates of Murphy v. Carron, supra, we should affirm the trial court’s decision.

. See Bodde v. Burnham, 588 S.W.2d 516 (Mo.App.1979); Kaiser v. Lyon Metal Products, Inc., 461 S.W.2d 893 (Mo.App.1970). Hie latter case is cited in the majority opinion for the proposition that extra work in the context of building contracts refers to work not contemplated by the parties at the time of the contracting and entirely independent of what is required in the performance of the contract. The court then says that Waddington’s completed plans and specifications cannot be said to be entirely independent of what was required in the performance of the contract. This use of the Kaiser case is misleading because Kaiser did not say simply that “extra work is work entirely independent of the contract”, but added an explanatory clause defining “entirely independent”, as “something not required” in the performance of the contract. No one can dispute that the work required of Waddington by Wick in 1978 was not required in the performance of the 1977 contract. It was therefore “entirely independent” of the contract, and the majority opinion is incorrect.

. At trial defendant also admitted that he knew that on rehabilitation work architects’ fees ran from 8% to 10%.