A.L. Huber & Son, Inc. v. Jim Robertson Plumbing, Inc.

Citations: 760 S.W.2d 496; 1988 Mo. App. LEXIS 1347; 1988 WL 98567Docket: WD 40210

Court: Missouri Court of Appeals; September 27, 1988; Missouri; State Appellate Court

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A.L. Huber. Son, Inc./Clevenger Homes, Inc. Joint Venture filed a three-count claim against Jim Robertson Plumbing, Inc. regarding an alleged oral contract for plumbing work on the Three Fountains West project. The Missouri Court of Appeals upheld the trial court's judgment, which found that: 1) Jim Robertson Plumbing did not enter into any agreement with the joint venture; 2) the reliance by the joint venture on any implied agreement was unauthorized; and 3) the actions of Jim Robertson Plumbing were not tortious or malicious. 

Clevenger Homes initially submitted a bid for the project, which was rejected, but was allowed to revise its proposal. Clevenger approached Jim Robertson Plumbing for a plumbing bid, which was initially $223,756 and later adjusted to $218,686 after changes were discussed. The bid was contingent on Clevenger being awarded the general contract. The joint venture between A.L. Huber and Clevenger was formed in April 1986 due to bonding issues faced by Clevenger. A.L. Huber subsequently became the general contractor, with Clevenger as a subcontractor. During the process, project manager David Dukes confirmed the plumbing bid with Robertson but did not clarify that a joint venture had been established, leading to the miscommunication. The court affirmed all aspects of the trial judgment.

Mr. Robertson and Dukes reconnected in late May 1986, with Robertson confirming his bid each time Dukes called. In mid-June, Dukes’ office notified Jim Robertson Plumbing about revised plans, but Robertson and his team did not retrieve these plans or return the signed subcontract. Robertson discovered that A.L. Huber was the general contractor for the Three Fountains West project in late June and instructed his staff not to engage with Huber due to prior negative experiences. A.L. Huber’s on-site superintendent informed Jim Robertson Plumbing that plumbing work would commence on July 7, 1986, but Robertson's firm declined to perform the work. A.L. Huber subsequently hired Superior Plumbing for $252,694 based on the revised plans.

In the appellate court's review, the focus was on whether the trial court's findings were supported by substantial evidence. The court affirmed the trial court’s decision regarding promissory estoppel, which requires proof of a promise, detrimental reliance on that promise, avoidance of injustice through enforcement, and foreseeability of reliance by the promisor. The court found that a conditional promise was made by Jim Robertson Plumbing to Clevenger Homes regarding the general contracting role, which was not fulfilled since A.L. Huber ultimately became the general contractor. Clevenger confirmed under cross-examination that he did not secure the contract, indicating that the conditions of the promise were unmet. Therefore, reliance on the promise by Clevenger Homes or A.L. Huber could not be established. The promissory estoppel principle hinges on a clear promise rather than misstatements, and the court noted the lack of evidence for detrimental reliance and foreseeability in this context.

Conflicting testimonies exist regarding whether Dukes informed Robertson he was representing a joint venture. The trial court is tasked with resolving such conflicts, and it found that Robertson did not perceive any contract or promise made to A.L. Huber or the joint venture, negating claims of detrimental reliance. Consequently, Jim Robertson Plumbing could not have anticipated reliance on a plumbing bid for the Three Fountains West project, undermining the applicability of promissory estoppel. 

In addressing the tortious interference claim, the court noted that essential elements include the existence of a contract or valid business relationship, knowledge of that relationship by the defendant, intentional interference, absence of justification, and resultant damages. The evidence failed to demonstrate any expectancy or contract between Jim Robertson Plumbing and A.L. Huber or the joint venture, nor did it show any inducement or improper conduct by Jim Robertson Plumbing. The trial court determined that only A.L. Huber had a contract with the project owner, thus negating any potential breach and the tortious interference claim.

Regarding the joint venture, the trial court did not explicitly rule out its existence but did establish that Jim Robertson Plumbing had no contractual relationship with the joint venture and that the contract with the project owner was solely with A.L. Huber. The evidence supported the trial court's findings, leading to an affirmation of the judgment.