Central Missouri Professional Services, Inc. v. Shoemaker

108 S.W.3d 6, 2003 Mo. App. LEXIS 7, 2003 WL 41718
CourtMissouri Court of Appeals
DecidedJanuary 7, 2003
DocketNo. WD 60650
StatusPublished
Cited by5 cases

This text of 108 S.W.3d 6 (Central Missouri Professional Services, Inc. v. Shoemaker) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Central Missouri Professional Services, Inc. v. Shoemaker, 108 S.W.3d 6, 2003 Mo. App. LEXIS 7, 2003 WL 41718 (Mo. Ct. App. 2003).

Opinion

JAMES M. SMART, JR., Judge.

Lowell Shoemaker appeals the trial court’s judgment against him and in favor of Central Missouri Professional Services in Central’s collection action against Shoemaker for $5,864.00.

Factual and Procedural Background

Lowell Shoemaker, an architect, was hired by Affhouse to work on a land development project in Jefferson City, Missouri. In September 1999, Shoemaker contacted Central Missouri Professional Services about providing engineering and surveying services for the project. Central submitted a written proposal to Shoemaker in October 1999. About a week later, Shoemaker orally agreed that Central should proceed with the work outlined in the proposal. Central thereafter completed the work. The work was done in two phases. The first phase consisted of a topographic survey and utility information and was completed in late 1999. Billing for phase one in the amount of $5,864.00 was sent to Shoemaker on January 5, 2000. On February 15, 2000, Shoemaker called Central and requested that all bills be sent directly to the owner/developer, Affhouse. All future bills were submitted to Affhouse in accordance with Shoemaker’s instructions.

Central sued Shoemaker and Affhouse (“Developer”) for money owed them for survey and engineering work. The total amount sought was $10,554.00.

Sometime between the filing of the original petition for collection in December 2000 and the first court hearing, Developer entered into a settlement agreement with Central for the full amount due on the contract. Central received one payment from Developer pursuant to the agreement, but the second check for payment was drawn on an account with insufficient funds. Central filed a motion to enforce the settlement agreement in June 2001. In the meantime, Central’s claims against Shoemaker remained pending.

On July 20, Central’s motion to enforce the settlement agreement came before the court. The court entered judgment against Developer. The court found that Developer entered into a settlement agreement with Central, whereby Developer agreed to satisfy the principal amount of $10,554.00 in five monthly installments and that Developer had made one such monthly installment. The court ordered Developer to pay the remaining principal balance of $8,443.20, plus statutory interest. The cause was continued to August 21, 2001, for further proceedings with regard to the claims against Shoemaker.

The trial court ultimately entered judgment against Shoemaker for $5,864.00, the amount for phase one. This appeal involves only the judgment entered against Shoemaker.

Point on Appeal

In his single point on appeal, Shoemaker asserts that the trial court erred in granting judgment against him because there was insufficient evidence of an oral agreement in that there was “no mutuality of agreement.” Because he made it clear to Central that he was an architect and not the developer of the project, Shoemaker contends, there was no binding oral contract between Central and him.

Standard of Review

Review of this court-tried case is governed by Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). Leo’s Enters., Inc. v. Morgan, 767 S.W.2d 375, 376 (Mo.App.1989). “The judgment may be [9]*9set aside only if it is unsupported by substantial evidence, is against the weight of the evidence, erroneously declares the law or erroneously applies the law.” Id. No detailed findings of fact were requested or made; thus, all fact issues are considered to have been found in accordance with the result reached. Rule 73.01; Crawford v. Washington, 872 S.W.2d 140, 141(Mo.App.1994). The judgment will be affirmed if it properly could have been reached on any reasonable theory. David v. Shippy, 684 S.W.2d 586, 587 (Mo.App.1985).

Failure to Disclose Existence of Principal-Agent Relationship

Shoemaker contends that there was insufficient evidence to establish that he entered into a binding oral contract with Central. He asserts that there was no basis for holding him liable for the phase one billing because Central knew the owner/developer was someone other than Shoemaker as early as November or December. Central argues that whether or not Central was aware that someone other than Shoemaker was the owner/developer is irrelevant. The relevant inquiry, says Central, is whether Shoemaker, when he told Central to proceed on the project in accordance with their proposal, was acting as an agent on behalf of an undisclosed or a partially disclosed principal.

Shoemaker’s claim embodies two issues. The first issue is whether Shoemaker’s verbal acceptance of Central’s proposal created an oral contract binding Shoemaker. Second, because Shoemaker may be liable if the principal was not disclosed, it must be determined whether and when the identity of the principal Developer (Aff-house) was disclosed to Central.

As to question one, “[i]t is a well-settled rule of law that a written offer may be orally accepted. The result is an oral contract embodying the terms of the writing.” Moore v. Kuehn, 602 S.W.2d 713, 718 (Mo.App.1980). “Although a written contract is not signed by one or both of the parties, the acceptance by one of the performance by the other gives validity to the instrument and imposes on the acceptor the obligations provided by the contract.” Hahn v. Forest Hills Constr. Co., 334 S.W.2d 383, 385-86 (Mo.App.1960).

In Moore v. Kuehn, after receiving a written proposal for various repairs including the repair of a roof, Kuehn told Moore, “The roof ought to be fixed, so get on it.” Kuehn, for various reasons, though, never signed the proposal. Moore, 602 S.W.2d at 718. Based on Kuehn’s verbal instruction to Moore, the court found that an express oral contract existed. The court noted that the only offer made to Kuehn at that point, and the only offer to which his acceptance could conceivably have had reference, was Moore’s proposal. The terms of that writing, therefore, “necessarily controlled the oral contract established at that point.” Id.

Shoemaker claims that there was no oral contract here because there was no “mutuality of agreement” or “meeting of the minds” between them. “The existence of a contract necessitates a ‘meeting of the minds’ which the court determines by looking to the intention of the parties as expressed or manifested in their words or acts.” Gateway Exteriors, Inc. v. Suntide Homes, Inc., 882 S.W.2d 275, 279 (Mo.App.1994).

Shoemaker contends that there was insufficient evidence that he personally entered into an agreement with Central for the surveying/engineering work. The record shows, however, that in September of 1999 Shoemaker personally contacted Central about providing engineering and surveying services associated with the project [10]*10for which Shoemaker had been hired by Developer. Central submitted a written proposal to Shoemaker in October 1999.

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Cite This Page — Counsel Stack

Bluebook (online)
108 S.W.3d 6, 2003 Mo. App. LEXIS 7, 2003 WL 41718, Counsel Stack Legal Research, https://law.counselstack.com/opinion/central-missouri-professional-services-inc-v-shoemaker-moctapp-2003.