Opinion · Supreme Court of the United States
Merrill-Ruckgaber Company v. United States
241 U.S. 387
- Type
- Opinion
- Court
- Supreme Court of the United States
- Jurisdiction
- Federal
- Date
- 1916-06-05
- Topic
- general
*392 Mb. Justice McKenna, after stating the case as above, delivered the opinion of the court. The case is in narrow compass, It involves for its solution the construction of a contract, and the rules to guide such, construction we need not rehearse. To its. words we at first resort, but not to one or a few of them but to all of them as associated, and as well to the conditions to which they were addressed and intended to provide for. The argument of appellant ignores this rule.
Citator
UpLaw has not yet analyzed Merrill-Ruckgaber Company v. United States. The absence of a flag is not a finding that it is good law.
- Cited by
- 57 opinions
Headnotes
- Contracts Law — Interpretation In construing a contract, a court must first resort to its words, but not to one or a few of them in isolation; it must consider all the words as associated together, as well as the conditions to which they were addressed and intended to provide for, and no single word may be made dominant, controlling all others and putting out of view the demands of physical conditions. 241 U.S. at 390
- Contracts Law — Government Contracts — Specifications Where a specification referred to "the building" joining the north line of the site in the singular while two buildings actually adjoined that line, the contractor was bound to underpin the main rear walls of both buildings, notwithstanding that one building had only a light or curtain rear wall; any ambiguity arising from the singular word, weighed against the known physical conditions and the specification's reference to "rear walls" in the plural, at most created ground for dispute. 241 U.S. at 390-391
- Contracts Law — Finality of Architect's Decision Where the contract expressly provided that the decision of the Supervising Architect as to the proper interpretation of the drawings and specifications should be final, and the Secretary of the Treasury sustained that decision with no foundation in the record for charges of unfairness, the architect's decision is final and binding. 241 U.S. at 391
MERRILL-RUCKGABER CO.v. UNITED STATES,241 U.S. 387(1916)
36 S.Ct. 662
MERRILL-RUCKGABER COMPANYv. UNITED STATES.
APPEAL FROM THE COURT OF CLAIMS.
No. 281.
Argued March 17, 1916.
Decided June 5, 1916.
APPELLANT is a New York corporation. It filed a petition in
the Court of Claims for the recovery from the United States of
the sum of $4,475.90 for extra work performed in the construction
of the foundation for the
Page 388
extension and remodeling of the United States assay office in New
York. Issue was joined on the petition and the Court of Claims,
after hearing, dismissed it. 49 Ct. Cl. 553.
The facts pertinent to the questions presented, collated from
the findings, are as follows:
The appellant entered into a contract with the United States
through the proper officers of the latter for the construction of
such foundation for the sum of $79,400.00 in accordance with
specifications and drawings prepared in the office of the
Supervising Architect.
The specifications required bidders to visit to the site and
fully inform themselves of the character of the same and the
conditions under which the work would have to be performed and
failure to do so, it was provided, would not relieve the
successful bidder from the necessity of furnishing material or
performing any labor that might be required to complete the work
in accordance with the true intent and meaning of the
specifications and drawings without additional cost to the
Government.
The specifications, it was provided, should supplement the
drawings, and specifications and drawings were to be reciprocally
explanatory and the decision of the Supervising Architect as to
the proper interpretation of the drawings and specifications was
to be final.
Under the heading "Excavation" it was provided that "certain
portions of old foundation walls, etc., have been left in place
as retaining walls in connection with adjoining buildings; the
removal of these walls and the north wall and so much of the
present front building as may be necessary to install work under
this contract and such other excavation in connection therewith
as may be necessary are to be included . . . The walls, etc.,
will have to be removed and the excavation made in such manner as
not to endanger adjoining property nor prevent the occupancy of
the present front building, and all necessary
Page 389
shoring and underpinning, etc., in connection therewith must be
done."
Subsequently the Supervising Architect sent to all parties
from whom proposals had been solicited the following addendum
amending the foregoing paragraph of the specifications:
"Bidders are hereby informed that the specification is to be
amended as follows: Page 7, fourth paragraph, under `Excavation,'
after the clause `and all necessary shoring, underpinning, etc.,
in connection therewith must be done,' add `In the case of the
building joining the north line of the site, the underpinning of
the main rear walls must be carried to rock by a method
satisfactory to the Supervising Architect.'"
A detailed contract was entered into providing that the work
was to be done in accordance with the specifications and the
addendum thereto and the requirements of certain specified
drawings and such other detail drawings and models as might be
furnished to appellant by the Supervising Architect.
It was further provided that changes might be made in the work
and materials when required by the United States, the value of
such work and materials to be determined on the basis of the
contract unit of value, at prevailing market rates, such rates,
in case of dispute, to be determined by the Architect, whose
decision should be binding on both parties, and that no claim for
damages on account of such changes or for anticipated profits
should be made or allowed. No claim for extra materials or work
was to be made or allowed unless specifically agreed upon in
writing or directed in writing by the United States.
The assay office extension was located practically in the
middle of the block bounded by Wall, Nassau, Pine and William
Streets and among the buildings surrounding the site were two on
Pine Street numbered 25, 27 and 29. Number 25 was ten stories and
Nos. 27 and 29 (being one
Page 390
building) was thirteen stories above the street, and each was one
story higher at the line of the assay office extension.
Appellant submitted detail drawings showing its proposed
method of underpinning and protecting the walls of the Pine
Street buildings. Referring to the drawings the Architect
telegraphed the inquiry why they did "not show underpinning 25
Pine Street extending to rock," to which appellant replied that
in accordance with the addendum to the specifications it
understood that the building referred to meant 27-29 Pine Street
as No. 25 Pine Street had no rear wall but simply a light
metallic curtain wall supported on the side walls, and that
appellant did not consider there was any rear wall in the
building and, therefore, it (appellant) showed the side walls to
be taken care of in the usual manner and believed its method so
provided.
Much correspondence ensued, and finally appellant was told
that it was the opinion of the Architect's office that its letter
of the 2nd instant (October, 1909) correctly set forth the
position of the office and that it was of the opinion the work as
therein set forth was required by the contract and that appellant
was not entitled to extra therefor, and appellant was directed to
carry out its contract without further delay in accordance with
that letter. To which appellant replied that the cost of the
under-pinning to rock of the walls of No. 25 Pine Street would be
$4,800 in addition to the price named in the contract and
concluded as follows:
"`As the contract does not expressly or impliedly require us
to underpin to rock premises 25 Pine Street, we shall proceed
with the work under the contract, taking necessary steps to
protect said premises, but will not underpin any portion thereof
to rock except upon the understanding that we are to be paid the
reasonable cost thereof, as indicated above.'
Page 391
"To which the Supervising Architect replied, on October 30,
1909: `Your statements are noted and you are now directed to
proceed without further delay to complete the work in line with
office letters of the 2d 20th and 26th instants, and without
expense to the Government. And you are advised that unless you
take action along this line within a reasonable time
consideration will be given to serving the eight days' notice
preparatory to the Government assuming charge of the work and
completing it at your expense.'
"Upon appeal to the Secretary of the Treasury the action of
the Supervising Architect was ratified, and the claimant was
directed in writing by the Secretary to proceed with said
underpinning in accordance with the requirements of the
Supervising Architect, otherwise the contract would be completed
at claimant's expense. The claimant did the work under protest,
and completed it and all of the work under said contract within
the time stipulated in the contract. The actual cost of
under-pinning to rock said building No. 25 Pine Street was
$4,450. The contractor was paid the full amount of the contract
price, $79,400."
The use of the word "building" in the addendum to the
specifications was the result of a clerical error in the office
of the Supervising Architect. But before submitting a proposal
for the work appellant through its president and agent made an
investigation of the site of the work and the buildings
surrounding the site and ascertained that the rear of both the
buildings on Pine Street adjoined the site on the north.
The contract provided that whatever walls would have to be removed and excavations made would have to be done in such manner as not to endanger adjoining property, and that all necessary shoring and underpinning, etc., in connection therewith had to be done. To this provision there was subsequently added that "in the case of thebuilding[italics ours] joining the north line of the site the underpinning of the main rear walls must be carried to rock by a method satisfactory to the Supervising Architect."
But there were two buildings "joining the north line of the site," and appellant selected one as the full measure of its obligation to carry the underpinning to rock as required by the specifications, giving as a reason, in a communication to the Architect's office, that it did not consider that there was any rear wall in No. 25 Pine Street, but only a metallic curtain wall.
The Architect's office was not impressed with the distinction between walls and the selection of one building joining the north line of the site but insisted that the underpinning of the main rear walls of both of the buildings joining such line must be carried to rock by a method satisfactory to the Supervising Architect. AppellantPage 393filed its appeal to the Secretary of the Treasury, who affirmed the action of the Architect.
Counsel intimates unfairness on the part of the Supervising Architect, but there is no just foundation for it; and, besides, there is no attempt to impugn the good faith of the Secretary of the Treasury who sustained the decision of the Architect, and the contract explicitly provides that "the decision of the Supervising Architect as to the proper interpretation of the drawings and specifications shall be final." If we may concede to appellant an ambiguity in the specifications arising from the use of the singular word "building" instead of the plural word "buildings" against the material conditions which appellant's officers had inspected and knew of and against as well the other parts of the specifications which among other things call for "rear walls" instead of a "rear wall," seemingly implying two buildings and not one only, at the utmost it could only be said that there was ground for dispute, and under the contract the decision of the Architect upon the dispute was final.Judgment affirmed.
MR. JUSTICE McREYNOLDS took no part in the consideration or decision of this case.Page 394