TVL Associates v. a & M Construction Corp.

474 A.2d 156, 1984 D.C. App. LEXIS 369
CourtDistrict of Columbia Court of Appeals
DecidedMarch 30, 1984
Docket82-1150
StatusPublished
Cited by26 cases

This text of 474 A.2d 156 (TVL Associates v. a & M Construction Corp.) is published on Counsel Stack Legal Research, covering District of Columbia Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
TVL Associates v. a & M Construction Corp., 474 A.2d 156, 1984 D.C. App. LEXIS 369 (D.C. 1984).

Opinions

KERN, Associate Judge:

TVL Associates (TVL), a limited partnership, owned certain real property in northwest Washington which it wished to develop with a condominium. The trial court [158]*158sitting without a jury awarded $2,500 to A & M Construction Corporation (A & M), a construction and development firm, for services A & M allegedly rendered to TVL upon expectation the parties would enter into a contract for A & M to manage the construction for TVL. A & M originally sued for breach of contract, misrepresentation and quantum meruit, but then withdrew the contract and misrepresentation claims at the close of its case to the trial court. Thus, the trial court awarded damages only on the quantum meruit claim by A & M and TVL challenges such award on appeal.

This action arises out of what the court expressly found to be a mutual mistake of fact as to the existence vel non of a contract between the parties. The trial court found that A & M was at fault in thinking it had a contract to act as construction manager for TVL in the building of its condominium. The court also found TVL at fault in allowing negotiations about a contract between the two parties to continue for such an unusually long period of time as to encourage A & M to believe a firm and final agreement had been reached.1 Under these circumstances the trial court concluded, based on a quantum meruit theory, that TVL should pay A & M $2,500 for the value of services it received from A & M in connection with the proposed project. Since we are unable to conclude on this record that A & M established by evidence at trial the reasonable value to TVL of the services it performed, we are required to reverse the court’s judgment in favor of A & M.

The record and the trial judge’s findings of fact reflect that in May of 1979 Royce Lanier, President of DEC Development Corporation, the general partner of TVL, and Marvin Goldstein, A & M’s president, met to discuss A & M’s possible participation with TVL in constructing a condominium on property owned by TVL on U Street, N.W. The meeting was arranged by a business associate of both Lanier and Gold-stein. In October of 1979 TVL provided to A & M final plans for the building and A & M undertook certain actions: its personnel reviewed the plans of TVL and noted comments and suggested corrections on such plans; it undertook to obtain bids for the project; it aided TVL in locating a demolition contractor to carry out demolition of an existing building on the property;2 and, it provided TVL with a standard form contract, which it executed, so that TVL might present such form in its application for a loan from a bank.3

A & M took all such actions upon the belief, mistaken as the court found, that it had a contract to manage the construction of the condominium project. On the other hand, the court found that TVL believed it would sign a contract only after A & M had secured bids from subcontractors which could establish a guaranteed cost acceptable to TVL and allowed A & M to continue its efforts for an inordinately long time.

Eventually, in April 1980, TVL concluded that A & M had taken too long in establishing the guaranteed maximum cost of the project and selected another construction firm. The trial court concluded upon all the evidence that each party had acted in good faith but each had also been mistaken in its belief as to the arrangement with the other. Since there had never been a “meeting of the minds” of the parties to form a contract, the trial court could not conclude they had even entered into a contract. Significantly, the trial court also found that A & M had been “three or four more times at fault” in creating and perpetuating the mutual misunderstanding by the parties.

[159]*159Quantum meruit may refer to either an implied contractual or a quasi-contractual duty requiring compensation for services rendered. Edmund J. Flynn Co. v. LaVay, 431 A.2d 543, 549 n. 5 (D.C.1981). When the recovery is of the quasi-contract sort it is in the nature of restitution; it is based on the principle of unjust enrichment and not on a contract. D. Dobbs, Handbook on the Law of Remedies § 4.2 (1973). This court has established the following criteria for obtaining recovery on a quantum meruit claim:

(1) valuable services must be rendered [by the plaintiff]; (2) for the person sought to be charged; (3) which services were accepted by the person sought to be charged, and enjoyed by him or her; and (4) under such circumstances as reasonably notified the person sought to be charged that the plaintiff, in performing such services, expected to be paid.

In re Rich, 337 A.2d 764, 766 (D.C.1975).

TVL argues first that quantum me-ruit recovery is not appropriate in this case because it did not benefit from A & M’s services. However, the trial judge specifically found that TVL did benefit from A & M’s services. The court noted the advantages accruing included A & M’s notations of comments and suggestions on TVL’s proposed construction plans; A & M providing TVL with a signed contract for inclusion in its loan application to carry out proposed construction; and, providing to TVL a demolition contractor at a cost savings. Thus, in our view, the finding of a benefit accruing to TVL as a result of A & M’s service is supported by the evidence and not clearly erroneous. See D.C.Code § 17-305 (1981).

Second, appellant argues, and we agree, that there is insufficient evidence as to the value of the services by A & M in advancing the purpose of TVL. The proof of this element is essential to a recovery upon the theory of quantum meruit whenever, as here, the recipient of the service is no more at fault than the claimant. Restatement of Restitution, § 155(1) (1937).4 See also Anderco, Inc. v. Buildex Design, Inc., 538 F.Supp. 1139, 1143 (D.D.C.1982). In his findings of facts and conclusions of law, the trial judge described the case as "... a very hazy set of evidence.” Although he found certain benefits conferred by A & M on TVL, he had concerns with each benefit as to the proof of its value.

Specifically, while finding that the comments by A & M on the design plan proposed by TVL were of benefit to TVL, the trial judge expressed a need to hear from “an impartial man in the construction field who [would] resolve this question as to whether this is usually part of the work done in making the bid or sort of post-contract work and I could also use somebody who could tell me the value of it.” The record is void as to the value of this service, and the court had to “infer from common sense [that] whoever succeeded [A & M] did not have to do that which [A & M] already did _ So he conferred something of value.”

The second service found by the trial court to be of value to TVL was the contract signed by A & M and used by TVL in its loan request. The court observed that “possibly this helped him get the loan and got some benefit and again it is very difficult for the Court to quantify that.... That is one of the problems with this entire case, that it tends to slip through your fingers.... ”

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Cite This Page — Counsel Stack

Bluebook (online)
474 A.2d 156, 1984 D.C. App. LEXIS 369, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tvl-associates-v-a-m-construction-corp-dc-1984.