Opinion
Civil Action No. 02-1397 Section "C" (2)
January 30, 2003
Before the Court is Epic Technical Services, Inc.'s ("Epic") Motion for Summary Judgment for $827,878.09 for unpaid amounts owed for work done on Defendant's Williams Field Services — Gulf Coast Company, L.P.'s ("WFS") Canyon Station Project — Main Pass 261 JP.' Upon review of the motions and memorandum in support thereof, the record as a whole and the applicable law, the Court finds that genuine issues of material fact exist to preclude judgment as a matter of law.
First, Epic, as the moving party fails to establish the existence of a contract. La. C.C. art. 1831 ("A party who demands performance of an obligation must prove the existence of the obligation."). Epic argues that despite the nonexistence of an executed document, Epic's bid proposal and WFS's Letter of Intent satisfy the four Louisiana Civil Code requirements to create a valid contract (capacity, consent, certain objective and lawful purpose) (see La. C.C. arts. 24, 1918, 1927, 1971 1973). Yet, even if these documents alone constitute the agreement, factual issues persist regarding the terms and scope of that contract.
Second, assuming that an unexecuted agreement does exist, genuine issues of material fact remain concerning its scope and terms, especially whether the change orders were contemplated by the contract's terms. Plaintiffs reliance on Pelican Electrical Contractors v. Neumeyer, 419 So.2d 1, 5 (La.App. 4th Cir. 1982) (finding change order valid when necessary to complete work contemplated by contract); and Nat Harrison Associates, Inc., v. Gulf States Utilities Company, 491 F.2d 578, 583 (5th Cir. 1974) (finding change orders outside scope of written contract recoverable without prior notice where such change amounts to breach) is unpersuasive. Both Pelican and Harrison involved executed contracts. Thus, factual determinations regarding the work encompassed by the change orders could be evaluated against the clearly defined terms and scope of the express contracts. Here, there is no express executed agreement, thus Pelican and Harrison are distinguishable.
Third, fact issues remain regarding Epic's entitlement to the $101,551.60 retainage amount. Epic contends that it completed performance. WFS contends that Epic abandoned the project before completion and that it had to hire other contractors to complete the project and mitigate damage. Because entitlement to the retainage amount depends upon satisfactory completion of the project, summary judgment on this matter is inappropriate.
Fourth, Epic is not entitled to summary judgment on a theory of unjust enrichment:. Because Epic's claim for relief under a theory of contract is extant, there can be no consideration of equitable relief. See, e.g., Deubler Electric Inc. v. Knockers of Louisiana, Inc., 665 So.2d 481, 484-85 (La.App. 5th Cir. 1995) (finding no action for unjust enrichment exists where plaintiff has remedy at law)
Finally, Epic is not entitled to summary judgment on the validity of its liens. Under Louisiana law, the existence of a lien presumes that Epic can establish an obligation on the part of WFS. See La.R.S. 9:4861(i) (defining "claimant" as "a person who is owed an obligation secured by the privilege established by R.S. 9:4862."). La.R.S. 9:4862 provides: "the following persons have a privilege over the property described in R.S. 9:4863 to secure the following obligations incurred in operations . . . (i) A contractor for the price of his contract for operations." Whether a contract exists and whether its alleged price has been paid is a disputed factual issue. Although the validity of this type of lien is apparent under Louisiana law, the validity of Epic's liens and their specific amount is not.
Accordingly, IT IS ORDERED that Epic Technical Services, Inc.'s Motion for Summary Judgment is DENIED.