National Surety Corp. v. Jackson Ready-Mix Concrete

222 So. 2d 119, 1969 Miss. LEXIS 1513
CourtMississippi Supreme Court
DecidedJanuary 27, 1969
DocketNo. 45122
StatusPublished
Cited by1 cases

This text of 222 So. 2d 119 (National Surety Corp. v. Jackson Ready-Mix Concrete) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
National Surety Corp. v. Jackson Ready-Mix Concrete, 222 So. 2d 119, 1969 Miss. LEXIS 1513 (Mich. 1969).

Opinions

RODGERS, Justice:

This case revolves around two contracts let by the Jackson Municipal Airport Authority, one in favor of the T. L. James & Company, Inc. and the other in favor of Frank L. Dennis, d/b/a Dennis Brothers Construction Company. The facts leading up to the litigation in question are as follows.

On April 11, 1963, the Jackson Municipal Airport Authority entered into a contract with the T. L. James & Company, Inc. for certain construction work designated as Contract No. 11. The base bid of the James contract was $1,524,328.39. Appellant, National Surety Corporation, became surety on the contract bond. Among the provisions in this bond was one covering “all persons furnishing labor, materials, equipment or supplies therefor.” Also in the bond was a provision for the payment of expenses and attorneys’ fees that might be incurred in the enforcement of the obligations of the bond. Thereafter, James entered into a subcontract with Clark Brothers Incorporated, for a portion of the construction to be done on Contract No. 11. The work involved in James’ subcontract with Clark consisted of the paving of certain runways and taxiways at the airport.

Approximately one year from the date of the contract between the Airport Authority and James, the Airport Authority entered into another contract for certain construction work, designated as Contract No. 16, with Dennis Brothers Construction Company. The base bid of the Dennis contract with the Airport Authority was $1,-381,073.32. Thereafter, Dennis entered into a subcontract for a portion of the work on Contract 16 with Clark Brothers Company. The work involved in this subcontract included the paving of certain runways and taxiways at the airport.

Thus the Clark Corporation subcontracted with James, and the Clark partnership subcontracted with Dennis. Mr. James Clark, who entered both subcontracts in behalf of the Clark Enterprises, testified that while he operated these businesses as two different organizations with different addresses, they were more or less the same, the same partners being stockholders in the corporation. Moreover, the same labor and equipment were used in performing the work under the James and Dennis contracts.

Clark was to secure a bond for the amount of the subcontract with Dennis. However, Clark’s business was in financial difficulty at the time, and he advised Dennis of his inability to secure said bond. Whereupon, Dennis agreed to pay for materials used by Clark in the subcontract out of funds due Clark by Dennis. Money used by Dennis to pay for these materials was to be charged to Clark against “estimates” subsequently submitted by Clark to Dennis for work completed on Clark’s portion of Contract No. 16.

In pursuance of Dennis’ agreement to pay for materials used by Clark, Dennis contacted Mr. Ruel Traxler, an agent of Jackson Ready-Mix Concrete. Since Clark planned to purchase all his concrete sand and concrete gravel from Ready-Mix, Dennis asked Traxler to send to Dennis a copy of all load tickets, invoices and statements for materials bought by Clark. Dennis testified that he told Traxler that he wanted to be billed only for materials delivered to his project, and that Traxler assured Dennis that the invoices he would receive would be for materials used only in the Dennis project.

On or about June 25, 1964, Ready-Mix began delivering and stockpiling sand and gravel at the airport for Clark, and the materials were charged to the Clark partnership account. This material was placed in a common stockpile from which both the Dennis and James subcontracts were paved. The aggregate from these common stockpiles was poured into a central concrete mixing plant on the job site, and then hauled to the point of the paving in agitator trucks. In order to account for the amount of sand and gravel hauled to the airport site by Ready-Mix, the following system [122]*122was used: An employee for Clark checked each load brought to the job site; he then signed the load ticket, giving it to the driver and retaining a copy for Clark. Subsequently, the driver returned the signed load ticket to the Ready-Mix office for invoicing and billing.

The percentage of sand and gravel taken from the common stockpile and used in the Dennis contract was 75.19%. The percentage used in the James contract was 24.81%. Thus the total dollar quantity of sand and gravel used in the James contract was $81,-595.53, and the total of sand and gravel used in the Dennis contract was $247,286.-11. The only material delivered to the airport and not used in either the Dennis or James contracts was that amount lost due to a little waste.

Clark began paving on the James subcontract on August 27, 1964, and he completed paving on the James subcontract on October 1, 1964. Clark began paving the Dennis subcontract on September 25, 1964, and completed this work on November 25, 1964. During a five day period (September 25, 1964 — October 1, 1964), Clark worked on both the James and Dennis subcontracts. During this period of time, Clark paved on the Dennis job one day and on the James job the next. There was no difference in the manner in which Clark’s work was performed on each of the paving subcontracts. The contract specifications on the James and Dennis contracts were the same; nor were there any substantial differences in the conditions under which the Dennis and James contracts were performed.

Ready-Mix mailed Dennis copies of all invoices and statements for materials purchased by Clark. No distinction was made in materials purchased by Clark and used in the Dennis contract and those materials purchased by Clark and used in the James contract. Clark had only one account with Ready-Mix; thus Dennis was given Clark’s invoices for materials used both in his project and in the James project.

Periodically, Dennis paid Ready-Mix for the sand and gravel charged to Clark; he paid $46,771.55 on September 1, 1964, $132,-493.49 on October 16, 1964, $105,789.33 on November 30, 1964, and $10,939.10 on January 14, 1965. Thus, by January 14, 1965, Dennis had paid approximately $295,792 on Clark’s account with Ready-Mix although only $247,286 worth of sand and gravel was used in the Dennis project. About February 26, 1965, Dennis called Mr. Brock Day, general manager for Ready-Mix, and told Mr. Day that he had overpaid. Dennis requested a refund from Ready-Mix; whereupon Ready-Mix filed suit against James’ surety for the unpaid Clark account for the materials used on the James contract, Project No. 11. Ready-Mix assigned that portion of its claim to Dennis which Dennis allegedly overpaid for materials used by Clark in Project No. 11. In the suit against James’ surety for $81,542.24, claimed to be due on the Clark account, Ready-Mix sued for $32,838.17 as that portion of the account never paid by Clark or anyone else. Dennis, armed with his assignment from Ready-Mix, intervened for the balance of $48,704.07.

James paid Clark for all the work Clark performed in his subcontract with James. The testimony is conflicting as to whether or not James asked Ready-Mix if Clark’s account had been paid before James settled with Clark.

Mr. J. B. Reed, supervisor of the Mississippi operations for James, testified that he telephoned Mr. Brock Day, who works for Ready-Mix, to check the status of Clark’s account before making a substantial payment to Clark on September 17, 1964, and that he did so again before making another substantial payment to Clark on October 15, 1964. Reed testified that on both occasions Day advised Reed that the Clark bill was paid up to date. Mr.

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Bluebook (online)
222 So. 2d 119, 1969 Miss. LEXIS 1513, Counsel Stack Legal Research, https://law.counselstack.com/opinion/national-surety-corp-v-jackson-ready-mix-concrete-miss-1969.