Originally posted 2019-09-18 10:05:17.
Remember back in 2018 when I thought I’d told you the end of the English Construction story regarding its various consultants, etc.? I was wrong. The matter went up on appeal to the 4th Circuit Court of Appeals where the Appeals Court considered the summary judgment granted to the defendant Rummel, Klepper & Kahl (“RKK”) based upon what came down to a contributory negligence reading of the indemnity clause that was allowed to survive in the first district court opinion relating to these ambiguous contracts finding that English was negligent so couldn’t recover. The 4th Circuit also considered the finding that defendant CDM Smith did not breach its contract as a matter of law and that English’s negligence was the cause of the damages.
The Court of Appeals reversed both of the holdings by the Western District of Virginia court, essentially stating that there was enough of a factual dispute to render any summary judgment to be premature.
As to English’s arguments regarding the indemnity scheme in the contracts, the court found that the interpretation was at least ambiguous enough that summary judgment was inappropriate, stating:
While we are not prepared to settle conclusively these interpretation disputes at the summary judgment stage, English’s proffered interpretation is, at the very least. reasonable. Indeed, of the two interpretations, English’s seems to be more closely aligned with the actual language in the contract. The district court thus erred in rejecting English’s interpretation and adopting RK&K’s interpretation as a matter of law.
[A]t bottom, while the district court was authorized to construe unambiguous language as a matter of law, it could not resolve genuine disputes regarding the meaning of ambiguous contractual language against the nonmoving party on summary judgment. We therefore vacate the court’s grant of summary judgment to RK&K and remand for further proceedings.
In short, while I don’t like ambiguity in the least when contracts are concerned, the ambiguity at least got English past summary judgment on this claim. Furthermore, I think that English’s “comparative negligence” analysis is more proper.
As to the CDM Smith ruling by the District Court, the 4th Circuit found that there was enough there as far as the level of violation and what breaches of contract may or may not have occurred that summary judgment was inappropriate.
What does this mean, aside from having an experienced construction attorney such as those in this case is a great help? First of all, some clarity in the various documents would have gone a great way toward lowering the expense of this litigation. The ambiguity gave us lawyers something to argue about and because of that it has been close to three years and the case is just now moving forward on the facts. Second of all, indemnity clauses will be looked at carefully.
As always, I recommend that you read the case for yourself and draw your own conclusions. Once you’ve done that, please comment here. I always welcome input from readers.
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