Southwest & Associates, Inc. v. Steven Enterprises, LLC

88 P.3d 1246, 32 Kan. App. 2d 778, 2004 Kan. App. LEXIS 469
CourtCourt of Appeals of Kansas
DecidedMay 7, 2004
DocketNo. 90,398
StatusPublished
Cited by23 cases

This text of 88 P.3d 1246 (Southwest & Associates, Inc. v. Steven Enterprises, LLC) 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
Southwest & Associates, Inc. v. Steven Enterprises, LLC, 88 P.3d 1246, 32 Kan. App. 2d 778, 2004 Kan. App. LEXIS 469 (kanctapp 2004).

Opinion

Greene, J.:

Steven Enterprises, LLC (Steven) appeals the judgment of the district court in favor of Southwest and Associates, Inc. (Southwest) based upon a contract indebtedness, claiming error in determining a contract existed between these parties and arguing that the only enforceable contract for the aluminum siding work on Steven’s building was between Southwest and Steven’s general contractor, Lien Enterprises, Inc. (LEI), now bankrupt. We affirm.

Factual and Procedural Background

Steven sought to remodel certain facilities in Wichita for an upscale used car dealership. Southwest was first contacted by Steven’s design consultant, Tony Blake, who requested that Southwest bid aluminum siding for the building. After at least two meetings between Southwest and Blake, Southwest submitted its initial bid to Blake for the work. Blake responded by phone, suggesting that the bid was high and that Southwest would have to deal directly with Brandon Steven of Steven.

After Southwest was unsuccessful in reaching Steven, it revised its bid, removing certain aspects of the work and lowering the overall price. The revised bid was communicated to Steven in a letter addressed to both Brandon Steven and Blake. Shortly after its receipt, Brandon Steven called Southwest to conclude the deal by phone. The conversation as related by a Southwest vice-president, Clinton Hageman, was as follows:

“A. [Brandon Steven] said, ‘I’m sitting here’—or ‘I’m here by Gary [Lien]’ like on speakerphone. I said hello to him. And he said, ‘I want to get this aluminum job’— Brandon said, ‘I want to get this aluminum job done. I want’—okay. He said, ‘Gary [Lien], he’s going to pay you,’ and I said, ‘Okay, as long as—it doesn’t matter, as long as I get paid.’ I asked for his billing address, and he gave that to me, and that was the end of the conversation.”

As related by Brandon Steven, the conversation was as follows:

“A. I told him the deal that I got faxed, the quote, $13,766, was okay, that Gary [Lien], who is my contractor, he’s paying it; I’m paying him; bill him for that.”

[780]*780The only writings in existence among the parties are the initial bid and the revised bid; there is no completed written agreement. The only involvement of LEI was the presence of Gary Lien in the phone conference reflected above; the Southwest vice-president testified that there were no further conversations with LEI and no oversight or supervision by LEI, but that all further conversations regarding details of the work were directly with Brandon Steven. The work was completed, and Southwest billed LEI as directed. LEI filed for bankruptcy protection before Southwest was paid.

Southwest not only filed this suit against Steven alleging the existence of a binding contract and unjust enrichment, Southwest also filed a mechanic’s hen against the real property and a claim in the LEI bankruptcy. After a bench trial in the contract action, the district court found and concluded that “Mr. Steven was acting directly to negotiate the contract with Southwest and Associates and, therefore, is liable.”

Steven appeals.

Standard of Review

Whether a binding contract was entered into depends on the intention of the parties and is a question of fact. Reimer v. The Waldinger Corp., 265 Kan. 212, 214, 959 P.2d 914 (1998). Where the district court has made findings of fact and conclusions of law, we must determine whether the findings are supported by substantial competent evidence and whether the findings are sufficient to support the conclusions of law. Unrau v. Kidron Bethel Retirement Services, Inc., 271 Kan. 743, 747, 27 P.3d 1 (2001). Substantial competent evidence is such legal and relevant evidence as to provide a substantial basis of fact from which the issues can reasonably be resolved. U.S.D. No. 233 v. Kansas Ass’n of American Educators, 275 Kan. 313, 318, 64 P.3d 372 (2003). Appellate review of legal conclusions is unlimited. Lindsey v. Miami County National Bank, 267 Kan. 685, 689-90, 984 P.2d 719 (1999).

[781]*781 Is the District Court’s Finding of a Contract Between Southwest and Steven Supported by Substantial Competent Evidence?

In order to find that Southwest and Steven Enterprises entered into an enforceable contract, Southwest is required to show a meeting of the minds as to all essential terms. Sidwell Oil & Gas Co. v. Loyd, 230 Kan. 77, 79, 630 P.2d 1107 (1981). In determining intent to form a contract, the test is objective, rather tiran subjective, meaning that the relevant inquiry is the “manifestation of a party’s intention, rather tiran the actual or real intention.” 17A Am. Jur. 2d, Contracts § 27. Put another way, “the inquiry will focus not on the question of whether the subjective minds of the parties have met, but on whether their outward expression of assent is sufficient to form a contract.” 1 Lord, Williston on Contracts § 4:1, p. 241 (1990).

We recognize that Steven had a general contract for the remodeling project with LEI and that this general contract apparently included a projected cost for aluminum siding. We also acknowledge that Brandon Steven’s version of the facts included an introduction of Gary Lien of LEI as his “contractor.” Finally, we realize that the Southwest billing was expressly directed to LEI. Steven may have believed that Southwest was a subcontractor of LEI and that the work was a part of Steven’s general contract with LEI, but it appears that the district court properly focused not upon Steven’s unstated perceptions or beliefs but rather upon the “outward expressions” of contractual assent.

Southwest was contacted by Steven’s design consultant Blake, not by LEI. The job description and further negotiations with Southwest were conducted with Steven absent any involvement by LEI. The phone conference to finalize the agreement was conducted by Brandon Steven, who undoubtedly introduced Gary Lien of LEI, but merely specified that billing and payment would be routed through LEI, a fact not inconsistent with an independent contract between Southwest and Steven. See Stewart v. Cunningham, 219 Kan. 374, 378, 548 P.2d 740 (1976). The progress of Southwest’s work was discussed directly with Brandon Steven, and LEI apparently never became involved as one would expect if LEI [782]*782had been the general contractor and Southwest had been the subcontractor. In contrast, there is no evidence whatsoever that LEI manifested to Southwest an assent to be contractually obligated for payment. To the extent there is any written evidence among the parties, it is between Southwest and either Steven or Steven’s design consultant; there is no written evidence of a contractual relationship between Southwest and LEI.

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Bluebook (online)
88 P.3d 1246, 32 Kan. App. 2d 778, 2004 Kan. App. LEXIS 469, Counsel Stack Legal Research, https://law.counselstack.com/opinion/southwest-associates-inc-v-steven-enterprises-llc-kanctapp-2004.