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Cannan Construction & Management, Inc., et al v. Craig Majewski

December 16, 2010

CANNAN CONSTRUCTION & MANAGEMENT, INC., ET AL., PLAINTIFFS AND APPELLANTS,
v.
CRAIG MAJEWSKI, INDIVIDUALLY AND AS TRUSTEE, ETC., ET AL., DEFENDANTS AND APPELLANTS.



APPEAL from the Superior Court of Riverside County. William Burby, Judge. (Retired judge of the Los Angeles Super. Ct. assigned by the Chief Justice pursuant to art. VI, § 6 of the Cal. Const.) (Super.Ct.No. RIC429713)

The opinion of the court was delivered by: Miller J.

Cannan Construction v. Majewski CA4/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

OPINION

Affirmed.

The trial court entered judgment in favor of plaintiff, cross-defendant, and appellant Matt Cannan (Cannan) on the jury's special verdicts finding that Cannan was entitled to remuneration in quantum meruit in an amount of $185,946.70, for construction related services he rendered on three separate projects to defendants, cross-complainants, and appellants Craig and Linda Majewski (the Majewskis). The judgment also reflected that the court had granted a directed verdict in favor of the Majewskis on all Cannan Construction & Management, Inc.'s (CCM) causes of actions on the ground that it was barred from recovery because it was an unlicensed contractor. In addition, the court entered judgment in favor of the Majewskis in the amount of $98,446.71 against CCM as statutorily disgorged payments, which the Majewskis had paid to CCM as an unlicensed contractor. The court denied, without prejudice, CCM's request for declaratory relief regarding whether it would be deemed indemnified by the Majewskis in the event CCM was found liable for damages to cross-complainant Cuthers Construction (Cuthers), a subcontractor on two of the projects, in subsequent litigation. The court denied an award of attorney's fees finding no prevailing party.

On appeal, the Majewskis contend that Cannan was improperly added as a plaintiff on the fourth cause of action for quantum meruit, judgment was improperly entered in favor of Cannan in quantum meruit because as an unlicensed contractor he was statutorily barred from recovery, and the judgment was inconsistent with the special verdicts rendered by the jury. CCM and Cannan appeal contending they were entitled to an award of attorney's fees. We affirm the judgment.

FACTUAL AND PROCEDURAL HISTORY

In early 2004, Cannan and the Majewskis entered into discussions regarding the utilization of Cannan for construction related services on three of the Majewskises' proposed construction projects. The projects were (1) a residence (Sandia), (2) a tilt-up commercial building (Roick), and (3) two industrial block buildings (Enterprise). Cannan held a general contractor's license in his own name.*fn1 Cannan had started his own company, a sole proprietorship called Cannan Construction & Management, which he had registered as his fictitious business name on May 9, 1995. He incorporated his business sometime in 2003, registering his corporation in the fictitious name of CCM on September 25, 2003. Cannan was the sole shareholder of CCM; he and his wife are its only officers; Cannan ran the company himself, overseeing all construction or management in the field.
The parties entered into two separate written agreements with respect to each project: "General Contractor Management Contract" (management contracts), and general contracting agreement (GC contracts).*fn2 The Majewskis agreed to pay CCM $50,000 for Sandia, $40,000 for Enterprise, and $40,000 for Roick.*fn3 Cannan testified that the Majewskis had determined through their oral discussions that they would prefer to have Cannan act as construction manager rather than a general contractor in order to keep costs down.*fn4 Cannan testified that after entering into the management contracts, Majewski came back and asked if Cannan would sign the general contractor agreements that the bank was requiring. Cannan signed the latter contracts believing that the management contracts would supersede the GC contracts; the management contracts contained language reflecting that they would supersede all other contracts.

Craig Majewski, on the other hand, testified that the parties first signed the GC contracts. He later signed the management contracts solely at the insistence of Cannan: "In my mind, there was never a management contract. It was signed solely for the purposes of Matt Cannan getting better insurance rates." Craig Majewski believed that the GC contracts, rather than the management contracts, were the operative agreements.

After working on and substantially completing the projects over the course of several months, Cannan testified he walked off all three projects in April 2005, because the Majewskis had not paid him in over a month.

Plaintiffs sued the Majewskis alleging causes of action for breach of contract, breach of implied covenant of good faith and fair dealing, foreclosure on mechanic's liens previously filed by CCM, fraud, quantum meruit, unjust enrichment, and equitable indemnity. The causes of action were alleged on behalf of both CCM and Cannan. They requested a total award of ...


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