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United States Court of Appeals for the Fourth Circuit
December 6, 1994, Argued ; April 19, 1995, Decided
RUSSELL, Circuit Judge:
Stone & Webster Engineering Corp. (S&W) appeals from the district court's denial of S&W's motion for partial summary judgment and motion for a new trial. We decline to review the district court's order denying S&W's summary judgment motion, and we affirm the district court's order denying S&W's motion for a new trial.
On March 2, 1993, Chesapeake Paper Products Co. (Chesapeake) filed a complaint in the Eastern District of Virginia alleging breach of contract on the part [**2] of S&W. The claim centered on an agreement under which Chesapeake retained S&W to supply engineering services in connection with a $ 105 million expansion of Chesapeake's West Point, Virginia, paper mill during the period of 1989 through 1992 (the Project). Chesapeake contended that S&W had breached its contract with Chesapeake by supplying Chesapeake's contractor and construction manager with engineering drawings containing errors and omissions that S&W subsequently had to correct as the Project progressed. These errors resulted in delays in scheduled work and increased costs and expenditures. Chesapeake based its claims on the allegation that the preprinted terms and conditions on the back of the Chesapeake Purchase Order No. C006097 (the P.O.) it had sent to S&W during the Project constituted the parties' contract.
S&W agreed that its engineering drawings had contained some inconsistencies but denied that those errors constituted a breach of contract, particularly when it was undisputed that the Project had been a "fast track" job where design changes were made throughout the construction process. Importantly, S&W also claimed that the parties' contract consisted not of the P.O. [**3] terms, but of the terms in its proposed "Engineering Contract" it had delivered to Chesapeake at the outset of the Project. This dispute was significant because the P.O. and the Engineering Contract differed substantially in their provisions controlling standard of care [*1231] and indemnification. The P.O. provided a high standard of care in which S&W warranted that "all the materials and articles covered by this order" will be "free from defects in material and/or workmanship, and merchantable." In contrast, the Engineering Contract provided that the "Engineer shall provide detail engineering services . . . conforming with good engineering practice." Similarly, the P.O. provided that S&W agreed to indemnify "all" expenses, "including reasonable counsel fees," Chesapeake might incur as a result of the agreement whereas the Engineering Contract contained no attorneys' fees provision and precluded the recovery of "consequential or special damages."
After the close of discovery, S&W moved the district court for partial summary judgment on October 22, 1993. In its motion, S&W asked the court to rule as a matter of law that the rights and liabilities of the parties were governed by the Engineering [**4] Contract, as amended on January 16-17, 1992, by "Amendment No. 1 to Contract for Engineering and Consulting Services Chesapeake Corporation" (Amendment 1). The following evidence was undisputed and was before the district court at summary judgment.
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
51 F.3d 1229 *; 1995 U.S. App. LEXIS 8914 **; 32 Fed. R. Serv. 3d (Callaghan) 939
CHESAPEAKE PAPER PRODUCTS COMPANY, Successor in Interest to Chesapeake Corporation, Plaintiff-Appellee, v. STONE & WEBSTER ENGINEERING CORPORATION, Defendant & Third Party Plaintiff-Appellant, v. TIDEWATER CONSTRUCTION CORPORATION, Third Party Defendant.
Prior History: [**1] Appeal from the United States District Court for the Eastern District of Virginia, at Richmond. James R. Spencer, District Judge. (CA-93-142).
summary judgment, district court, denial of summary judgment, terms and conditions, full trial, parties, partial summary judgment, purchase order, matter of law, decisions, pretrial, motion for a new trial, merits, terms, preprinted, circuits, modified, engineering services, new trial, dichotomy
Civil Procedure, Trials, Jury Trials, Province of Court & Jury, Appeals, Standards of Review, General Overview, Judgments, Summary Judgment, Appellate Review, Standards of Review, Motions for Summary Judgment, Entitlement as Matter of Law, Evidence, Weight & Sufficiency, Partial Summary Judgment, Relief From Judgments, Motions for New Trials, Abuse of Discretion, Judgment as Matter of Law, Criminal Law & Procedure, Plain Error, Definition of Plain Error, Miscarriages of Justice, Substantial Evidence, Sufficiency of Evidence, Contracts Law, Contract Interpretation, Ambiguities & Contra Proferentem, Abuse of Discretion, Evidence