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Shaw Construction, LLC, A Colorado Limited Liability v. Rocky Mountain Hardware

April 18, 2012


Appeal from the District Court of Teton County The Honorable Timothy C. Day, Judge

The opinion of the court was delivered by: Kite, Chief Justice.

Before KITE, C.J., and GOLDEN, HILL, VOIGT, and BURKE, JJ.

NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of typographical or other formal errors so correction may be made before final publication in the permanent volume.

[¶1] Shaw Construction, LLC (Shaw) appeals from the district court's order requiring it to pay for hardware furnished by Rocky Mountain Hardware, Inc. (RMH) on a construction project owned by Snake River Sporting Club, Inc. (Snake River). The district court also awarded contractual interest and attorney fees under the terms of a 2003 credit agreement between Shaw and RMH. Shaw claims the district court erred by concluding it had entered into a contract with RMH. We affirm.


[¶2] Shaw articulates the following issue in its appellate brief: *fn1

Is the Plaintiff entitled to contract damages, 21% interest and attorney's fees, based on a 2003 account credit application signed solely by an unknown "guarantor" over 4 years prior to a 2008 construction job, where the district court expressly found that there was no contract between the parties for the 2008 job?

RMH rephrases the issue as:

Should this Court overturn a district court decision that is fully supported by the evidence presented at trial?


[¶3] Shaw and RMH had worked together for several years before the project at issue in this case. In 2003, Shaw completed an application to obtain a line of credit from RMH. After reviewing Shaw's references, RMH approved a credit line of $10,000, subject to the following terms: the balance would be payable "net 10," which meant payment would be due by the 10th day of the month following the purchase; any unpaid balance would accrue 1.75% interest per month; and RMH would be entitled to legal fees and costs associated with collecting delinquent balances. Over the years, RMH supplied hardware for several jobs on which Shaw was the general contractor, and Shaw promptly paid all of its bills.

[¶4] In 2007, Shaw became involved with the construction of a members lodge for Snake River. There was originally another general contractor on the job, but that relationship ended. Shaw took over the project as construction manager, rather than general contractor.

[¶5] On February 21, 2008, Shaw issued a Request for Proposal (RFP) for outstanding needs on the job. The RFP referred repeatedly to "subcontractors," although Shaw employees testified that was an error since Shaw was not acting as general contractor. Attachment C to the RFP included the following statement at the top: "CONTRACT TO BE ISSUED BY SNAKE RIVER SPORTING CLUB," but then stated that all "successful Subcontractors will be required to execute an agreement using the Shaw Builders LLC subcontract . . . ." The RFP also included information regarding pay applications in Attachment F. That provision stated:

All subcontractors will be required to fill out this pay application each month and turn into Shaw Construction for approval by the 20th of each month. Payment from the Snake River Sporting Club should be expected by the 15th of the following month if all information is correct and able to be validated in a timely manner.

(Emphasis in original.)

[¶6] Although RMH was chosen as the hardware supplier, no separate contract was ever executed between RMH and either Shaw or Snake River. Nevertheless, Shaw ordered the hardware and RMH delivered it to the Snake River project from May through August 2008. It invoiced Shaw a total of $31,131.17, referencing Shaw's credit account with RMH. None of the balance due was paid and, in mid-August 2008, Shaw notified RMH that it needed to submit its bills to Snake River. RMH subsequently filed a lien against the project, and Snake River declared bankruptcy.

[¶7] RMH filed the instant action against Shaw, claiming Shaw was obligated to pay the outstanding balance. RMH asserted that it had a written contract with Shaw by virtue of the 2003 credit agreement, which entitled it to payment for the hardware, as well as, legal fees and interest. It also asserted claims for breach of oral contract and quantum meruit. Shaw defended on the grounds that it was simply acting as construction manager on the job and Snake River was responsible for all payments to suppliers.

[¶8] The district court held a bench trial on January 6, 2011, and, at the conclusion, ruled in favor of RMH. Shaw appealed.


[¶9] Because this case was tried to the district court, we apply the following standard of review:

The factual findings of a judge are not entitled to the limited review afforded a jury verdict. While the findings are presumptively correct, the appellate court may examine all of the properly admissible evidence in the record. Due regard is given to the opportunity of the trial judge to assess the credibility of the witnesses, and our review does not entail re-weighing disputed evidence. Findings of fact will not be set aside unless they are clearly erroneous. A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.

Mullinnix LLC v. HKB Royalty Trust, 2006 WY 14, ¶ 12, 126 P.3d 909, 916 (Wyo. 2006) (citations omitted).

[W]e assume that the evidence of the prevailing party below is true and give that party every reasonable inference that can ...

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