National Union Fire Insurance v. David A. Bramble, Inc.

879 A.2d 101, 388 Md. 195, 2005 Md. LEXIS 433
CourtCourt of Appeals of Maryland
DecidedJuly 21, 2005
Docket150, 151, Sept. Term, 2004
StatusPublished
Cited by14 cases

This text of 879 A.2d 101 (National Union Fire Insurance v. David A. Bramble, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
National Union Fire Insurance v. David A. Bramble, Inc., 879 A.2d 101, 388 Md. 195, 2005 Md. LEXIS 433 (Md. 2005).

Opinion

BATTAGLIA, Judge.

In the present case we are asked to determine the effect of a general contractor’s payment bond surety’s failure to fulfill a contractual provision requiring it to answer a subcontractor’s payment claim within 45 days after receiving that claim. We determine that the language of the payment bond requires the sureties to delineate those portions of the claim that they intend to dispute within the 45-day period and that, under the language of the bond, a failure to do so results in the entirety of the claim being undisputed. We hold that Wadsworth Golf Construction Company of the Midwest and David A. Bramble, Inc. are entitled to judgment against the sureties because, under the terms of the payment bond, the sureties are precluded from disputing Wadsworth and Bramble’s claims, and thereby, we affirm the judgments of the Court of Special Appeals.

Background

Common Facts

On November 22, 1999, Clark Construction Group, Inc. (“Clark” or “the general contractor”) contracted with Maryland Economic Development Corporation (“MEDCO” or “the owner”) to serve as general contractor to oversee the construction of the Hyatt Regency Chesapeake Bay Resort in Cambridge, Maryland. 1 For the purpose of guaranteeing the *199 completion of the construction, Clark executed a surety bond (or “payment bond”) in favor of MEDCO in the amount of $70,864,000.00. Issued jointly by National Union Fire Insurance Company of Pittsburgh, PA (“National Union”), Federal Insurance Company (“Federal”), and Fidelity and Deposit Company of Maryland (“Fidelity”) (collectively “the sureties”), the payment bond, provided by Clark, was a “form” surety bond, specifically identified as Document A312 from the American Institute of Architects, and was provided by Clark. No alterations were made to the original language of the payment bond.

The payment bond secured Clark’s obligation to pay subcontractors for all labor, material, and equipment costs necessary to construct the resort should it default or MEDCO fail to make payment to Clark. Among its many provisions were:

4 The Surety shall have no obligation to Claimants under this Bond until:
4.1 Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety' ... and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim.
6 When the claimant has satisfied the conditions of Paragraph 4, the Surety shall promptly and at the Surety’s expense take the following actions:
6.1 Send an answer to the Claimant, with a copy to the Owner, within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed.
6.2 Pay or arrange for payment of any undisputed amounts.

Wadsworth Facts

Eight days after the bond was executed, on November 30, 1999, Clark subcontracted with Wadsworth Golf Construction *200 Company of the Midwest (“Wadsworth”) to build, for over ten million dollars, an 18-hole golf course and to complete excavation and rough grading work for all buildings, parking lots, and roads located on the resort. During the course of construction, the base amount of the contract was increased to over five million dollars, and Clark requested that Wadsworth complete additional work, not included in the base amount, worth $138,714.45.

Wadsworth completed the construction of the golf course and the required site work sometime before March 2002, and Clark made periodic progress payments to Wadsworth as MEDCO paid Clark. When the work was completed, Wads-worth unsuccessfully attempted to collect $720,963.45 still owed by Clark.

On March 23, 2002, Wadsworth notified the sureties by certified letter of its claim under the payment bond for the amount that Clark had failed to pay. Ten days later, Federal Insurance Company responded to Wadsworth’s claim, stating:

Please be advised that American International Group (“AIG”) is the lead surety with regard to this matter. As a result, by copy of this letter, I am forwarding a copy of your letter to Susan Hellerman of AIG for her review and investigation and request that she keep me apprised of the status of her investigation.
Federal Insurance Company writes this letter with a full reservation of its rights and with the understanding that any actions we have taken or may take do not constitute a waiver of any defenses available under the bond or applicable law, including specifically any defenses pertaining to statutes of limitation or timely filing or appropriate notices.

By letter dated April 5, 2002, AIG acknowledged receipt of Wadsworth’s claim through a letter addressed to Wadsworth and copied to Clark. AIG requested that Wadsworth document its claim against the payment bond by submission of a completed Proof of Claim form, which was enclosed with the letter, and that Wadsworth attach supporting documentation *201 such as subcontracts, signed purchase orders, and signed invoices. The letter also stated:

Please be advised that this action is taken at this time without waiver of or prejudice to any of the rights and defenses, past or present, known or unknown which either the above referenced Surety (National Union Fire Insurance Company) or Principal (The Clark Construction Group, Inc.) may have in this matter.

On May 3, 2002, Wadsworth submitted to AIG the completed Proof of Claim form and copies of the subcontract, billing and payment documentation, and notice letters. Shortly thereafter, AIG notified Wadsworth by letter that it had received the documents, and that it would “immediately take[ ] this matter up with the above referenced Principal (The Clark Construction Group, Inc.), in order to ascertain their position on [the] claim as presented.” The letter further stated: “[AIG] will be in contact with you in due course regarding [Clark’s] position on the Proof of Claim as presented by your company on the above reference bond.” Wadsworth, however, received no further information from AIG or the sureties regarding its claim, despite having sent a second letter, on July 23, 2002, requesting an answer to its claim.

On November 6, 2002, Wadsworth filed a single count complaint in the Circuit Court for Dorchester County against the sureties. The complaint alleged breach of contract and sought $752,738.72 under the payment bond for labor and materials for which Clark did not pay, plus pre- and post-judgment interest. 2 That same day, Wadsworth also filed a motion for summary judgment, arguing that the sureties were not entitled to challenge its claim under the payment bond because the sureties had not answered Wadsworth’s claim and had delineated the grounds for dispute here and the amounts within 45 days of receiving it. Wadsworth appended the affidavits of its vice-president, Brian R. Cunfer, and attorney, *202

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Bluebook (online)
879 A.2d 101, 388 Md. 195, 2005 Md. LEXIS 433, Counsel Stack Legal Research, https://law.counselstack.com/opinion/national-union-fire-insurance-v-david-a-bramble-inc-md-2005.