Helton v. Angelopoulos

629 S.W.2d 15, 1982 Tenn. LEXIS 387
CourtTennessee Supreme Court
DecidedMarch 8, 1982
StatusPublished
Cited by5 cases

This text of 629 S.W.2d 15 (Helton v. Angelopoulos) is published on Counsel Stack Legal Research, covering Tennessee Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Helton v. Angelopoulos, 629 S.W.2d 15, 1982 Tenn. LEXIS 387 (Tenn. 1982).

Opinion

OPINION

HARBISON, Chief Justice.

This case presents the question of whether a licensed general contractor forfeits his right to recover on a building contract when construction costs exceed the monetary limits of the contractor’s license. Under the facts of this case we are of the opinion that recovery should be allowed. The decisions of the trial court and of the Court of Appeals to the contrary are reversed and the cause is remanded to the trial court for further proceedings.

The general contractor, appellant Helton, has been licensed by the Tennessee Board for Licensing General Contractors since 1963. He was licensed for both residential and commercial building. When the contract involved in this case was executed and during the time of its performance, appellant’s license had a monetary limit of $250,-000. Because the final construction cost of the project exceeded that amount, both the trial court and the Court of Appeals held that the contractor was precluded from recovering the balance admittedly owing to him by the owners pursuant to a written contract.

This contract was a standard AIA cost-plus-fixed-fee agreement. There was no specified maximum cost limit. The agreement was executed on July 24, 1978, and on the same day the owner entered into a written agreement with a firm of architects and engineers who were to provide plans, specifications and supervision for the construction of a new restaurant in Morris-town, Tennessee. Preliminarily the architects had given the owners an informal estimate of the cost of the project at $185,-000. Appellant had also given an informal estimate slightly higher, at $213,000, including his fee. The architects had advertised the project in a commercial magazine circulated among members of the building trade, and this advertisement showed the restaurant project as being in the general category of $250,000. This amount was within the limits of the contractor’s license, $250,000 plus a ten percent tolerance permitted by the licensing agency.1

The owners began discussions of their proposed new restaurant with the architect and others in the spring of 1978. They wished to have it completed by November 1. When the contract with appellant was signed, it contained a penalty clause of one hundred dollars per day for each working day after that date. In a counterclaim asserted against the contractor by the owners, the trial court enforced this penalty, and the Court of Appeals affirmed with some modification.

Since time was apparently so important, the architects arranged with the owners to provide plans and specifications on a “fast track” method. They prepared only a general description of the work without detailed plans and specifications and took competitive bids from appellant and a number of other general contractors. Operating without complete plans and specifications, the contractor was supposed to complete site preparations while specifications [17]*17for other phases of the work were being prepared. Since appellant’s contract was entered into on July 24, the deadline of November 1 permitted only slightly more than ninety days for completion of the work. Appellant was not furnished with complete plans and specifications for the project, however, until September 14, after the expiration of almost half the allotted time for performance. The architect and owner handled the letting of bids for the major subcontractors, and these were not received until September 19 and September 21. They were considerably higher than the architect had originally anticipated, and the owners engaged in extensive negotiations with the subcontractors to reduce costs. The owners also did much of the purchasing of materials for the job, and the bills for these costs did not pass through the hands of the contractor. The owners had separately contracted for the purchase and installation of kitchen equipment and interior decorating. They also made changes and additions to the plans supplied by the architect.

Under these circumstances it would have been extremely difficult for any contractor to keep an accurate account of what the costs of the project were. Appellant was supplying a considerable amount of labor for the job, and he had records, of course, of these costs. Not until January 1979, however, at a meeting between the owners, the architect, the contractor and several subcontractors, was appellant ever advised of the total construction costs as finally computed by the architects, $288,771.50. This figure included the contractor’s own fee of nine percent, but did not include the fee of the architects. The total was $13,771.50 more than the limit on the contractor’s license with the ten percent tolerance permitted by state regulations above referred to.

The original action in this case was instituted by the contractor against the owners for the unpaid balance of his specified fee. All of his labor costs had been paid, and the owners had paid the material costs directly to vendors. They had paid only $6000 on the contractor’s fee, however, and the trial court found that he was entitled to an additional $19,989.44. This computation may not be correct. The total of $25,989.44 apparently allowed by the Chancellor seems to be nine percent of $288,771.50. The latter figure, however, included the contractor’s fee, and he should not be allowed nine percent of that figure. Otherwise we approve the computations made by the trial judge, together with his disallowance of interest upon both the claim of the contractor and the counterclaim of the owners as being disputed items. We further approve the adjustment made by the Court of Appeals in the penalty award against the contractor.

Because the total construction costs exceeded the limit on the contractor’s license, however, the trial judge and the Court of Appeals disallowed any recovery to him, relying upon the cases of Farmer v. Farmer, 528 S.W.2d 539 (Tenn.1975) and Santi v. Crabb, 574 S.W.2d 732 (Tenn.1978).

It should be noted at the outset that both the Farmer and the Santi cases involved contractors who were operating entirely without a license. In neither case did the record indicate that the contractor had even attempted to obtain a license or to comply with the regulatory statutes. It was under those circumstances that this Court held that such an unlicensed contractor should be precluded from any recovery, either in contract or in quantum meruit. The public policy of the State requiring licenses and the protection of the consuming public from unqualified builders were deemed to require this result as a matter of common law. Subsequently the legislature changed that public policy by an amendment to the statutes in 1980, expressly permitting courts of equity to award unlicensed general contractors actual expenses upon a showing of clear and convincing proof. 1980 Tenn.Pub. Acts, ch. 652; T.C.A. § 62-603(c). Further, in the recent case of Coleman v. Anderson, 620 S.W.2d 77 (Tenn.1981), this Court declined to apply the rule of the Farmer and Santi cases, supra, to a situation where a contractor had in fact made application for a license and had consulted with officials of [18]*18the licensing agency.

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Bluebook (online)
629 S.W.2d 15, 1982 Tenn. LEXIS 387, Counsel Stack Legal Research, https://law.counselstack.com/opinion/helton-v-angelopoulos-tenn-1982.