A subconsultant firm asserted breach-of-contract and quantum meruit claims against Shook's client, an engineering firm, for work it performed on a corridor expansion program. The engineering firm hired the subconsultant to perform right-of-way acquisition services for the highway expansion project that started in June 2006. As part of its contract, the engineering firm agreed to pay the subconsultant on a specified rate basis up to a “maximum amount” listed in the parties’ agreement. The subconsultant claimed that it was to be compensated on an uncapped hourly basis, and as a result, billed the engineering firm for nearly $1 million over the contract’s listed cap. When the engineering firm refused to pay the overcharges, the subconsultant sued for the unpaid amounts and its attorneys’ fees.
At the trial court level, Shook filed two separate motions for summary judgment. In its first motion, the engineering firm argued that the contract’s unambiguous language imposed a ceiling on the total amount of payments that the engineering firm was required to pay. Its second motion, the engineering firm argued that the subconsultant's quantum meruit claim was meritless because it was premised solely on work that was covered by the parties’ written agreements. The trial court agreed and dismissed both claims.
The subconsultant's appeal asserted five separate arguments in support of its interpretation of the contract. Texas’ Fourteenth District Court of Appeals, however, unanimously upheld the trial court’s judgment. In particular, it held that the engineering firm's contract required the subconsultant to perform all of the “identified services for the maximum amounts [listed in the contract]—or less if [the subconsultant] finished the services expeditiously.”
The appellate court’s decision should give other engineering companies and their customers more confidence in how to contractually allocate budgetary risks for their projects.