Strain-Japan R-16 School District v. Landmark Systems, Inc.

965 S.W.2d 278, 1998 Mo. App. LEXIS 241, 1998 WL 54651
CourtMissouri Court of Appeals
DecidedFebruary 10, 1998
DocketNo. 71903
StatusPublished
Cited by1 cases

This text of 965 S.W.2d 278 (Strain-Japan R-16 School District v. Landmark Systems, Inc.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Strain-Japan R-16 School District v. Landmark Systems, Inc., 965 S.W.2d 278, 1998 Mo. App. LEXIS 241, 1998 WL 54651 (Mo. Ct. App. 1998).

Opinion

CHARLES B. BLACKMAR, Senior Judge.

The appellant school district sued for an injunction against arbitration proceedings sought by the defendant contractor, asserting that the contractor had violated section 327.461 RSMo.1994 by entering into a contract to render professional engineering services without being registered as an architect or professional engineer. The trial court dissolved a temporary restraining order and entered judgment for the defendant. The district appeals. We affirm.

The contractor has filed a motion to dismiss the appeal, arguing that the judgment denying an injunction against the arbitration is not final and appealable. This motion was taken with the case. The petition sought no relief other than an injunction and there was no counterclaim. The contractor had not sued to compel arbitration. The trial court denied the school district the only relief it sought. No issues presented by the pleadings remain undecided. The trial court’s judgment has all indicia of finality. We overrule the motion to dismiss.

The school district invited bids for additions to its building complex, accompanying its invitation with a floor plan, an elevation drawing, and a five-page notice to bidders which included design requirements for a pre-engineered budding. These documents were not sufficient as working documents, and were not signed or sealed by a licensed architect or professional engineer. The defendant contractor had no part in their preparation.

The defendant is a Missouri corporation engaged in the general contracting business. It is not licensed as an architect or profes[279]*279sional engineer. It tendered a lump sum bid which was accepted. The parties proceeded to negotiate a contract, making use of AIA [American Institute of Architects] form A101, 1987 edition at the request of the district. In the space labeled “architect” the contract read: “Plans by General Contractor.” “The work” included “a pre-engineered metal shell ... to be erected as shown in the drawings.” The contractor was required to use a Nucor Building System product and to “provide signed & sealed construction documents for building permit and School District approval.” The contract included a specific requirement reading as follows:

Preliminary drawings are provided. The successful bidder will need to develop final plans and working drawings, have them sealed by an engineer registered in the State of Missouri, and submit them to the District for final approval. A single source manufacturer is required for framework, roofing, siding and other major structural components.
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Support concrete (footing pads, piers, foundation) to be designed by an engineer registered in the State of Missouri according to loads and design criteria placed on them by the pre-engineered building.

The plans for the pre-engineered building were supplied to the contractor by Nucor, which also performed the construction work as a subcontractor of the defendant contractor. The foundation plan was furnished by Washington Engineering. Both of these entities were retained and compensated by the defendant contractor. Neither had a contract with the school district. The contractor figured the cost of their services into its lump-sum bid. All pages of the building and foundation plans were signed and sealed by professional engineers registered in Missouri who were not employees of the contractor. All plans were submitted to the district for approval, which was forthcoming.

Section 327.461 provides in pertinent part as follows:

Every contract for architectural or engineering ... services entered into by any person who is not a registered or authorized architect or registered or authorized professional engineer ... shall be unenforceable by the unregistered or unauthorized architect or professional engineer. ...

Section 327.401(2) permits corporations whose articles permit to be registered as architects or professional engineers. Such corporations must receive a certificate of authority for each profession named in the articles of incorporation for which they desire registration. There is no indication that the contractor ever sought such registration.

The school district argues that the contract now in litigation is a contact for architectural or engineering services, inasmuch as it requires the contractor to provide these services. It would equate the word “renders” as used in section 327.181 with “provides.” It points out that the contract contains no express requirement that the contractor retain an independent subcontractor who is licensed as a professional engineer and could literally comply with the contract requirements if the plans were signed by a registered professional engineer who was its employee. It argues that the contractor expressly agreed to “provide” engineering services by some means, and that in doing so it violated section 327.461, thereby precluding recovery. When we consider that the school district invited the contractor and others to bid, entered into a contract with the contractor making use of the form it designated, specified the subcontractor to be used for the pre-engineered building, and approved plans signed and sealed by registered professional engineers, the argument is hardly one which would commend itself to a court of equity. We prefer, however, not to decide the case on the basis of “clean hands” or any other purely equitable defense, and have no hesitation in holding that there is no statutory violation, and no illegality, in the arrangement these parties entered into.

The district cites Haith and Company, Inc. v. Ellers, Oakley, Chester and Rike, Inc., 778 S.W.2d 417 (Mo.App.1989), which is not at all on point. There a Tennessee corporation whose business consisted of furnishing [280]*280professional engineering services entered into a contract to provide plans for a building in Missouri. Id. at 418. The corporation at the time was not registered as a professional engineering corporation in Missouri, but the plans were signed and sealed by two of its managerial employees, both of whom were so registered. Id. The court found a violation of section 327.461 because the corporation, rather than the individuals, had entered into the contract to provide these services, and held that it could not save its recovery by providing plans signed and sealed by employees. Id. at 422. The case differs from this one in that the claimant was not a contractor, but solely a provider of professional engineering services. The case turns on the principle of corporation law that a corporation is a legal entity separate and apart from its shareholders and employees.

The district also cites Hospital Development Corporation v. Park Lane Land Company, 813 S.W.2d 904 (Mo.App.1991), which is similarly unhelpful. There a corporation sought to recover for architectural services which were provided through a “sister” corporation with the same shareholders. Id. at 905. The claimant apparently was engaged in the contracting business but the action involved solely architectural services. Id. The claimant corporation was not registered as an architect in Missouri but the sister corporation was. Id. The building was never built with the furnished plans. Id. at 906.

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Related

Strain-Japan R-16 School District v. Landmark System, Inc.
51 S.W.3d 916 (Missouri Court of Appeals, 2001)

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Bluebook (online)
965 S.W.2d 278, 1998 Mo. App. LEXIS 241, 1998 WL 54651, Counsel Stack Legal Research, https://law.counselstack.com/opinion/strain-japan-r-16-school-district-v-landmark-systems-inc-moctapp-1998.