675 P.2d 338
No. 14823.Supreme Court of Idaho.
December 2, 1983. Rehearing Denied February 9, 1984.
APPEAL FROM APPEAL FROM DISTRICT COURT, THIRD JUDICIAL DISTRICT, CANYON COUNTY; JIM R. DOOLITTLE, JUDGE.
Daniel T. Eismann, Homedale, for defendants-appellants.
Stephen C. Batt, of Gatchel Batt, Payette, for plaintiff-respondent.
PER CURIAM:
Defendant, Water Users Association of Carlsen Lateral, Inc., contracted with plaintiff, Desert Irrigation Co., Inc., to construct a main irrigation pipeline. The written contract provided that the plaintiff be paid “a sum not exceeding $25,000” upon completion and final billing. Completion was to be “not later than the commencement of the irrigation season of 1976 . . . .” Individual defendants, who are also members of the association, contracted separately with plaintiff to construct other secondary pipelines. No price was agreed to in those contracts, which were oral, although estimates were given.
A dispute arose between the parties when the final billing given for the main irrigation pipeline was $25,987, exceeding the $25,000 limit in the contract. Defendant association further contended the project was not completed on time, allegedly causing damage to crops from lack of water. Defendants refused to pay, claiming the problems were caused by poor workmanship and poor project supervision on behalf of the plaintiff. Plaintiff claims the delays were caused by changes in the route and materials required by defendants after the agreements were entered into. Eventually a total of $13,330 was paid toward the construction of the main line, but no payments were made on the oral contracts for the secondary pipelines. Desert Irrigation brought this suit to collect the remaining amounts billed.
At trial, after the plaintiff had presented its case in chief, the defendants moved for directed verdicts claiming plaintiff had not proved the reasonable value of materials and labor. The trial court considered plaintiff’s evidence “a pretty thin showing,” but nevertheless denied the defendants’ motions for directed verdicts. The jury returned verdicts in favor of the plaintiff.
On appeal, this case was assigned to the Court of Appeals which reversed the judgments against all the defendants except the Tolmies, holding that no substantial evidence proving the reasonable value of materials and labors was in the record except as to the Tolmies. Desert Irrigation Co., Inc. v. Tolmie, 103 Idaho 673, 651 P.2d 938 (Ct.App. 1983).
We granted a petition for review of the Court of Appeals decision, and after briefing and reargument we are of the opinion that the Court of Appeals decision is correct for the reasons set out therein.
The judgment of the district court is affirmed in part and reversed in part. Costs on appeal to defendant appellants. No attorney fees.
BISTLINE, Justice, dissenting.
Twelve jurors, the trial judge, and Judge Burnett have sided with Desert Irrigation. I join that group. The other group takes the position that it was error on the part of Judge Doolittle to not have granted a directed verdict.
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In Judge Burnett’s opinion, he correctly points to the error in the Court of Appeals’ opinion which “equates the case to one in which there was either no express contract, a contract silent on compensation, or a failure to perform the contract.” Desert Irrigation v. Tolmie, 103 Idaho 673, 678, 651 P.2d 938, 943
(1983). In my view this Court’s review of the law of quantum meruit found in Peavey v. Pellandini, 97 Idaho 655, 551 P.2d 610
(1976), amply supports the analysis of Judge Burnett.
The contract in question did not provide that Desert Irrigation would be paid the reasonable value of labor and material, but upon presentation of the final invoice. It did not provide that final payment would be made when reasonable value was judicially determined. But, such is the magnificently strained interpretation given the agreement by the opinion of the Court of Appeals majority, and affirmed by a majority of this Court without arriving at any independent opinion of its own.
As noted in the Court of Appeals’ opinion at p. 614, final payment by the Association was to be “upon completion and `upon submission . . . of a final invoice showing the precise amount due, not to exceed $25,000 total as aforesaid.'”103 Idaho at 674, 651 P.2d at 939. How that provision is converted into an agreement requiring Desert Irrigation to furnish proof of the reasonable value of services and labor is beyond my comprehension. It was established that Desert Irrigation was in the business of installing irrigation pipelines; and certainly it would have a good knowledge of what its costs are in laying underground pipe. Anyone knows that included would be cost of pipe, and expenses of equipment and personnel to excavate and place the pipe. Experience teaches that it is usually arrived at so much a lineal foot. It is not unlikely that Desert Irrigation also contemplated some profit on its contracts. On the other side of the bargaining table were officers and/or members of an association who are undoubtedly somewhat familiar with such projects and the cost, and who would rather contract out the job than undertake it. Equally likely is it that in negotiations Desert Irrigation declared a belief that it could do the job for $25,000, and that the association in turn wanted assurance that it would not cost in excess of that amount. This is a rather commonplace situation faced every day by common people, which includes jurors, although perhaps not all judges. All of the parties and participants to this agreement would certainly have some idea of the cost of pipe and the cost of equipment and labor. It is not then remarkable that a simple two and one-half page “Memorandum of Agreement” was reached and executed, setting forth the work required to be performed by Desert Irrigation, and declaring that the compensation to be paid by the association would not exceed $25,000. To this non-legalese language was added the provision that final payment would be made on submission of the final invoice, but only after the work was completed. The final invoice was required to show only the precise amount due.
Such an invoice was presented and became an exhibit at trial. It did not exceed $25,000, and nothing whatever in that agreement required Desert Irrigation to establish the “reasonable value” of its services as a condition precedent to being paid. Jurors of common sense would certainly expect that the association in doing business with Desert Irrigation did so in the belief that Desert Irrigation would not be unreasonable. Its final invoice was in detail. The amount of footage laid is precisely computable by computing the lineal footage of the pipe. The agreement set forth no requirement that Desert Irrigation had to produce a breakdown for the use of any equipment or the personnel running it, or doing handwork. A copy of that invoice is appended hereto with a copy of the agreement. It will be noted that the two single large items are 3,140 feet of twelve inch PVC pipe at $16,058 and labor at $5,015.92 — which total to $21,073.92. 1,240 feet of six inch PVC added another $1,860. The total invoice was $25,987.42, and hence by the agreement, $987.42 could not be recovered, unless, perhaps, it was for extras.
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In agreeing with the views of Judge Burnett, I add that it is farfetched indeed to transform the requirement of a final invoice into a requirement that the invoice somehow had to establish how its items were reasonable. I have never seen an invoice so doing. (Has anyone?) It must also be noted that in extensive pleadings and repleadings, which included a copy of the agreement, and defense motions for summary judgment, no contention was advanced by the defendants that the requirement of a final invoice showing the precise amount due had not been met. The final pleading of the association and individual defendants sets out forty-two defenses, none of which raised any issue as to the plain language of the agreement.
Being wholly unable to subscribe to the views of the majority opinion, I dissent, endorsing the more realistic views of Judge Doolittle[1] and Judge Burnett,[2] and twelve jurors of common sense and understanding.
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