Jalasko Associates, Inc. v. Newbery Energy Corp.

RABINO WITZ, Justice,

concurring.

I agree with the court’s holding that genuine issues of material fact exist which require reversal of the superior court’s entry of summary judgment. I disagree with the court’s position that the rule of law and exceptions thereto set out in the Restatement (Second) of Contracts § 259 (1982) are relevant to the disposition of this appeal. In my view, this case involves a single cost-plus contract under which Ashlock made a series of installment payments to Rogers in partial discharge of a fixed debt incurred under the contract. Ashlock’s obligation to Rogers was not rendered divisible by the fact that periodic billings were presented and paid.1 In short, Ashlock’s partial pay*950ments did not abrogate its right to dispute the total amount due Rogers under the parties’ unitary 'cost-plus contract.

. See, e.g., Management Services Corp. v. Development Associates, 617 P.2d 406, 408 (Utah 1980) (contract severable or entire depending on intent of parties at time it was entered into; manner of apportioning consideration is one factor in determining intent, but basic test is whether parties would have agreed on less than whole or would have insisted upon entirety of consideration exchanged); Boesiger v. De Modena, 88 Idaho 337, 399 P.2d 635, 641 (Idaho 1965) (apportionment of consideration is item to consider in determining whether contract is entire or severable, but is not conclusive). It seems apparent here that Ashlock retained Rogers to complete a single project — rehabilitation of the electrical system at the Surfcote facility — not to perform a series of unrelated tasks. Since Rogers’ obligation could not be *950viewed as divisible, neither should Ashlock’s. See Baffin Land Corp. v. Monticello Motor Inn, 70 Wash.2d 893, 425 P.2d 623, 629 (Wash.1967) (en banc) (contract is divisible when performance of each party can be divided into equivalent and corresponding parts).