Seringetti Construction Co. v. City of Cincinnati

553 N.E.2d 1371, 51 Ohio App. 3d 1, 1988 Ohio App. LEXIS 2869
CourtOhio Court of Appeals
DecidedJune 29, 1988
DocketC-870207
StatusPublished
Cited by71 cases

This text of 553 N.E.2d 1371 (Seringetti Construction Co. v. City of Cincinnati) is published on Counsel Stack Legal Research, covering Ohio Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Seringetti Construction Co. v. City of Cincinnati, 553 N.E.2d 1371, 51 Ohio App. 3d 1, 1988 Ohio App. LEXIS 2869 (Ohio Ct. App. 1988).

Opinion

Per Curiam.

Plaintiff/appellant/ cross-appellee Seringetti Construction Company (“Seringetti”) has taken the instant appeal from the entry of judgment upon a jury verdict in favor of defendant/ appellee/cross-appellant city of Cincinnati on Seringetti’s complaint requesting a declaration that the city had materially modified Seringetti’s obligations under a contract for general construction after performance under the contract had begun and seeking damages for extra work thereby incurred. On appeal, Seringet-ti presents four assignments of error. The city has also appealed in this matter and on appeal advances a single assignment of error. 1

In the spring of 1984, the city solicited bids for the renovation of a municipal community center. Seringet-ti was the successful bidder on the general construction portion of the contract, and in August 1984, Ser-ingetti and the city entered into a contract for general construction.

In November 1984, Seringetti filed a complaint against the city seeking a declaration that the city had altered and modified the terms of their agreement with respect to builder’s hardware and final cleaning and had imposed on Seringetti the duties of a general contractor and that performance of the contract as modified constituted extra work compensable in the amount of $82,500. The city responded with an answer and a third-party complaint against Glaser & Meyers and Associates, Inc. (“Glaser & Myers”), the architectural firm that had provided the plans and specifications for the project. The city asserted in its third-parly complaint that Glaser & Myers and the city had entered into a contract pursuant to which Glaser & Myers agreed to provide specifications for the project and to indemnify the city for any loss arising out of “negligent acts, errors or omissions” on the part of Glaser & Myers in its performance under the contract. The city alleged that the specifications provided by Glaser & Myers were “unskillful, defective, ambiguous and/or prepared without due care,’.’ and thus sought indemnification for any liability it might bear to Seringetti. In October 1985, the city voluntarily dismissed its third-party complaint against Glaser & Myers.

In March 1986, Seringetti filed an *3 amended complaint against the city seeking a declaration that the city had altered and modified the terms of their agreement with respect to builder’s hardware, and interior and exterior cleaning, and had imposed on Seringet-ti the duties of a general contractor, and that performance of the contract as modified constituted extra work compensable in the amount of $127,500. The four issues advanced by Seringetti in its amended complaint, viz., builder’s hardware, interior and exterior cleaning, and general contractor duties, were tried to a jury, which returned a general verdict in favor of the city. On February 24, 1987, the trial court entered judgment upon the jury’s verdict, and these appeals ensued.

I

Seringetti, in its first assignment of error, contends that the trial court erred in including in its charge to the jury six instructions submitted by the city regarding the construction of the contract between the city and Serin-getti in the event that provisions of the contract were found by the jury to be ambiguous or inconsistent. Seringetti asserts in support of this remonstration that the instructions were premised upon federal cases construing federal regulations and that the rules of construction therein established do not reflect Ohio law. We agree.

A

At the city’s request and over Ser-ingetti’s objection, the court instructed the jury that:

‘ ‘A person who knows of a problem or ambiguity with a bid document for a public construction project, but who fails to clear up the problem or ambiguity with the public authority, proceeds at its own risk and expense.
“The rule that all doubts about the meaning of a provision in a contract should be resolved against the party who drafted a contract does not apply where the contractor knew of the alleged ambiguity before it submitted its bid.
“Where there is knowledge on the part of the contractor of an obvious problem on the part of the City in its bid document, there is a duty on the contractor to inquire of the city as to the meaning of the bid document if the contractor intended to rely upon his interpretation in the future.
“One who intends to bid on a construction project with a public authority must inquire into obvious errors, omissions, or inconsistencies in provisions of the bid document even if the interpretation sought to be placed on those provisions by the contractor is conceivable.
“Where certain provisions of a contract would be rendered meaningless if the interpretation propounded by the contractor were adopted, the contractor assumes all risks of an incorrect interpretation in going ahead with its bid without consulting the proper authorities. In such a case, the contractor cannot rely on the principle that ambiguities are to be construed against the drafter of the document.
“The provisions of the contract must be read as a whole. A person may not rely on an interpretation of the specifications in a bid document which renders other portions of the specifications meaningless.”

It is undisputed that the contract at issue was executed in Ohio. Therefore, Ohio law governs its interpretation. The city concedes that it can cite no Ohio case-law authority to support the rules of construction set forth in the disputed instructions, and we find that the instructions do not reflect Ohio law. We are precluded, however, from a finding of prejudice in the rendering of the instructions by our determination in response to the city’s sole *4 assignment of error that the trial court erred in failing to direct a verdict in favor of the city at the close of Serin-getti’s case-in-chief. On that basis, we overrule Seringetti’s first assignment of error.

B

The contract between the city and Seringetti consisted of a bound volume of contractual provisions and a separate set of drawings with accompanying specifications in the form of notations. Seringetti asserted in its complaint and maintained throughout the course of the trial that the specifications and provisions of the contract with respect to builder’s hardware, interior and exterior cleaning, and general contractor duties were ambiguous and that the city’s imposition on Seringetti of additional obligations under these contractual provisions constituted extra work for which Seringetti was entitled to additional compensation. The city’s primary defense to the allegations advanced by Seringetti was that the specifications and provisions of the contract were clear, that the contract was internally consistent and that Ser-ingetti was contractually obligated to perform the work that it had in fact performed. 2

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Bluebook (online)
553 N.E.2d 1371, 51 Ohio App. 3d 1, 1988 Ohio App. LEXIS 2869, Counsel Stack Legal Research, https://law.counselstack.com/opinion/seringetti-construction-co-v-city-of-cincinnati-ohioctapp-1988.