Superior Classic, Inc., d/b/a MN Superior Exteriors, Respondent,
Naomi C. Taylor, Appellant, Mortgage Electronic Registration Systems, Inc., et al., Defendants.
Hennepin County District Court File No. 27-CV-10-13138
Dana K. Nyquist, John J. Todd (of counsel), Michael J. Orme, Orme & Associates, Ltd., Eagan, Minnesota (for respondent)
Naomi C. Taylor, Maple Grove, Minnesota (pro se appellant)
Considered and decided by Kalitowski, Presiding Judge; Worke, Judge; and Schellhas, Judge.
Pro se appellant Naomi C. Taylor challenges the district court's denial of her motion for a new trial and to alter or amend the judgment. She argues that the district court erred by (1) finding that the contract at issue is a lump-sum contract instead of a unit-cost contract, (2) concluding that respondent is entitled to a mechanic's lien judgment, and (3) awarding respondent attorney fees. We affirm.
Contract at Issue is a Lump-Sum Contract
"Review on appeal from an order denying a new trial is limited to those grounds assigned as error in the notice of the motion." Beckman v. Universal Enters., Inc., 367 N.W.2d 577, 579 (Minn.App. 1985). "Absent ambiguity, the interpretation of a contract is a question of law." Roemhildt v. Kristall Dev., Inc., 798 N.W.2d 371, 373 (Minn.App. 2011), review denied (Minn. July 19, 2011). We review questions of law de novo. Modrow v. JP Foodservice, Inc., 656 N.W.2d 389, 393 (Minn. 2003). But the interpretation of an ambiguous contract is a question of fact. Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339, 346 (Minn. 2003). "Findings of fact, whether based on oral or documentary evidence, shall not be set aside unless clearly erroneous, and due regard shall be given to the opportunity of the [district] court to judge the credibility of the witnesses." Minn. R. Civ. P. 52.01. Here, the district court found that the subject contract was ambiguous. Thus, we apply the clear-error standard.
"[T]he primary goal of contract interpretation is to determine and enforce the intent of the parties." Motorsports Racing Plus, Inc. v. Arctic Cat Sales, Inc., 666 N.W.2d 320, 323 (Minn. 2003). "A contract is ambiguous if its language is reasonably susceptible to more than one interpretation." Brookfield Trade Ctr., Inc. v. Cnty. of Ramsey, 584 N.W.2d 390, 394 (Minn. 1998). The language of the contract should be given its plain and ordinary meaning. Id. "We read contract terms in the context of the entire contract and will not construe the terms so as to lead to a harsh and absurd result." Id. And we "interpret a contract in a way that gives meaning to all of its provisions." Id.
"Under a lump-sum agreement, the contractor agrees to complete the work for a set price, regardless of the actual costs incurred in completing the construction." United States v. Johnson, 937 F.2d 392, 394 n.2 (8th Cir. 1991). Under a unit-cost contract, however, "the contractor submits a price per unit (the cement work, for example, may be a unit) for each of the various categories involved." Johnson, Drake & Piper, Inc. v. United States, 483 F.2d 682, 684 (8th Cir. 1973). A unit-cost contract is used when the amount of work cannot be determined accurately until completion. Id.
Appellant argues that the district court clearly erred by finding that the contract at issue is a lump-sum contract instead of a unit-cost contract. We disagree.
Here, the plain language of the contract between appellant and respondent-contractor Superior Classic Inc. shows that it is a lump-sum contract: "The Owner(s) shall pay the Contractor the sum of $58, 240.25 for completion of the work . . . ." The contract does not—as a unit-cost contract would do—provide a total price that is subject to variation according to the amount of work performed. Our interpretation of this contract as a lump-sum contract is also supported by the itemized repair subtotals attached to the contract. The ...