Clark v. RHF 1

CourtCourt of Appeals of Kansas
DecidedMay 30, 2025
Docket127092
StatusUnpublished

This text of Clark v. RHF 1 (Clark v. RHF 1) is published on Counsel Stack Legal Research, covering Court of Appeals of Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Clark v. RHF 1, (kanctapp 2025).

Opinion

NOT DESIGNATED FOR PUBLICATION

No. 127,092

IN THE COURT OF APPEALS OF THE STATE OF KANSAS

TERRY CLARK, Appellant,

v.

RHF 1, LLC, and REVIVAL HOME FURNISHINGS, LLC, Appellees.

MEMORANDUM OPINION

Appeal from Johnson District Court; PAUL C. GURNEY and K. CHRISTOPHER JAYARAM, judges. Submitted without oral argument. Opinion filed May 30, 2025. Affirmed.

Terry J. Clark, appellant pro se.

Robert G. Harken, of Harken Law Firm, LLC, of Overland Park, for appellees.

Before CLINE, P.J., ARNOLD-BURGER and GARDNER, JJ.

PER CURIAM: Terry Clark appeals the district court's breach of contract judgment in favor of RHF 1, LLC—a company owned by Debra Ann Taylor associated with her furniture consignment business, Revival Home Furnishings, LLC—that arose out of a dispute involving the construction of a building. Because Clark believed he was not compensated for his services in supervising the construction, Clark filed the initial petition alleging breach of oral contract, quantum meruit, and constructive trust claims against RHF 1, and a claim to pierce the corporate veil and find Taylor and Revival jointly and severally liable as alter egos of RHF 1 and each other. RHF 1 counterclaimed for breach of contract, negligent misrepresentation, and unjust enrichment.

1 Following a bench trial, the district court granted a motion for judgment as a matter of law in favor of Taylor and Revival on Clark's claim for piercing the corporate veil. The court further ruled in RHF 1's favor on both Clark's contract claim and RHF 1's breach of contract counterclaim, determining that RHF 1 was entitled to damages resulting from Clark's nonperformance that included costs to remedy construction deficiencies and lost revenue. The court further awarded attorney fees to RHF 1 as the prevailing party. After reviewing the many issues presented and the available record, we affirm the district court's judgment.

FACTUAL AND PROCEDURAL BACKGROUND

In 2014, Taylor owned and operated Revival, which sold new and consigned furniture from a leased location in Overland Park, Kansas. In 2014, Taylor learned the building leased to Revival had been sold and Revival's lease would not be renewed once it expired in December 2016.

Clark, who had initially contacted Taylor sometime prior to 2012 regarding another business opportunity, offered to help Taylor look for a new location for Revival and helped create RHF 1 for the purpose of constructing a new building from which Revival could operate. Clark also helped Taylor look for vacant lots and negotiate a purchase agreement in December 2014. Taylor applied for and in April 2015 secured a construction loan on RHF 1's behalf with Central Bank of the Midwest for around $1.3 million. Taylor used a bid from Meyer Contracting (also known as Meyer Construction)—whom Clark had identified for Taylor as a general contractor for the project—as the basis for establishing her budget and the ultimate loan amount.

After securing the loan, Clark informed Taylor that Meyer Contracting could no longer serve as the general contractor. Clark instead offered his services, based on his years of experience in the construction industry, for the construction of the new building.

2 Clark represented to Taylor that he could construct the building for RHF 1 under the allotted budget and that RHF 1 would be able to use the first floor of the building for Revival by December 1, 2016. The second floor would contain apartments, which RHF 1 could offer for rent to help cover the loan payments. In exchange for the building's timely completion, RHF 1 agreed to compensate Clark by paying him any remaining amount from the construction loan, after all invoices from contractors and subcontractors were paid.

Because Clark was not a licensed general contractor, Taylor hired Richard Andrews to obtain the building permit from the City of Overland Park. In exchange, Andrews received $2,000 for pulling the permit.

Clark retained architect Alan Atha to help design the building, secure the design approval from the Overland Park Planning Commission, and generate the final construction plans. Rather than using those plans to obtain bids from subcontractors or develop a budget, Clark instead chose to obtain subcontractors as the construction progressed. At times, Clark also made design changes without seeking approval from Atha or Taylor. Atha believed Clark was the general contractor or was a partial owner of RHF 1 based on their relationship.

The process for receiving funds under the construction loan involved Clark preparing draw requests and attaching invoices, which were submitted to Atha and Taylor for approval, then submitted to Central Bank. Central Bank would then authorize the funding by issuing a payment check or authorizing reimbursement for construction costs advanced by Taylor or Revival. As construction progressed, Clark often provided draw requests with limited or no time to sufficiently review the documents because payments were past due. At times, Clark threatened to shut down construction if payments were not provided, so Taylor used funds from Revival that were later reimbursed from the loan funds. Central Bank also questioned some of the draw requests because they appeared to

3 show Clark seeking reimbursement for personal expenses instead of construction costs related to the project.

In early January 2017, Clark suffered a heart attack and was no longer able to work on the construction project. At this time, the building was not complete and contained numerous construction deficiencies and code violations. As a result, RHF 1 had to hire more contractors to complete the building, which further resulted in RHF 1 having to modify its loan to over $1.5 million to cover the additional costs.

In August 2019, Clark sued RHF 1, Taylor, and Revival, raising breach of contract, quantum meruit, constructive trust, and alter ego claims and seeking compensation for his services related to the construction project. In response, RHF 1 asserted counterclaims against Clark for breach of contract, negligent misrepresentation, and unjust enrichment.

The district court held a bench trial over four days in the fall of 2021, at which the parties each presented testimony and numerous exhibits. On the third day of trial, defendants moved for a directed verdict on all claims asserted by Clark based on the evidence he had presented. The district court granted the motion only as to Clark's piercing the corporate veil claim against Taylor and Revival, explaining that Clark failed to show improper commingling of funds.

At the conclusion of trial, the parties and district court agreed the parties would submit proposed findings of fact and conclusions of law after the transcripts of the trial were made available to the parties. Once the district court received the parties' written submissions, it entered a journal entry on January 5, 2023, first ruling for RHF 1 on all of Clark's claims. Then, the court memorialized its trial ruling for judgment as a matter of law on Clark's piercing the corporate veil claim against Revival and Taylor.

4 As for RHF 1's counterclaims, the district court determined that RHF 1 was entitled to damages on its breach of contract claim in the amount of $190,816 based on Clark's failure to perform the terms of the parties' oral contract. The court further concluded that RHF 1 failed to prove its counterclaims for negligent misrepresentation and unjust enrichment. The court concluded its journal entry by noting that RHF 1 was the prevailing party, thus entitling it to costs and attorney fees under K.S.A. 16-1806.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Vickers v. Wichita State University
518 P.2d 512 (Supreme Court of Kansas, 1974)
Pemco, Inc. v. Kansas Department of Revenue
907 P.2d 863 (Supreme Court of Kansas, 1995)
SOURCE DIRECT, INC. v. Mantell
870 P.2d 686 (Court of Appeals of Kansas, 1994)
Stewart v. Cunningham
548 P.2d 740 (Supreme Court of Kansas, 1976)
Sampson v. Hunt
665 P.2d 743 (Supreme Court of Kansas, 1983)
State v. Richard
681 P.2d 612 (Supreme Court of Kansas, 1984)
Miller v. GLACIER DEVELOPMENT CO., LLC
161 P.3d 730 (Supreme Court of Kansas, 2007)
In Re the Estate of Broderick
191 P.3d 284 (Supreme Court of Kansas, 2008)
MFA Enterprises, Inc. v. Delange
336 P.3d 891 (Court of Appeals of Kansas, 2014)
Siruta Ex Rel. Heirs at Law of Siruta v. Siruta
348 P.3d 549 (Supreme Court of Kansas, 2015)
Peterson v. Ferrell
349 P.3d 1269 (Supreme Court of Kansas, 2015)
In re Adoption of T.M.M.H. – Per Curiam
416 P.3d 999 (Supreme Court of Kansas, 2018)
In re Marriage of Williams
417 P.3d 1033 (Supreme Court of Kansas, 2018)
Dawson v. BNSF Railway Co.
437 P.3d 929 (Supreme Court of Kansas, 2019)
State v. Johnson
441 P.3d 1036 (Supreme Court of Kansas, 2019)
In re Van Note
469 P.3d 666 (Supreme Court of Kansas, 2020)
In re Spradling
509 P.3d 483 (Supreme Court of Kansas, 2022)
Dill v. Pope
29 Kan. 289 (Supreme Court of Kansas, 1883)
National Supply Co. v. United Kansas Portland Cement Co.
138 P. 599 (Supreme Court of Kansas, 1914)

Cite This Page — Counsel Stack

Bluebook (online)
Clark v. RHF 1, Counsel Stack Legal Research, https://law.counselstack.com/opinion/clark-v-rhf-1-kanctapp-2025.