Ferguson Enterprises, Inc. v. Dreamland Hospitality, LLC ( 2023 )

RENDERED: MAY 5, 2023; 10:00 A.M.
TO BE PUBLISHED
Commonwealth of Kentucky
Court of Appeals
NO. 2022-CA-0361-MR
FERGUSON ENTERPRISES, INC. APPELLANT
APPEAL FROM JEFFERSON CIRCUIT COURT
v. HONORABLE ANNIE O’CONNELL, JUDGE
ACTION NO. 18-CI-004719
DREAMLAND HOSPITALITY, LLC APPELLEE
OPINION
VACATING AND REMANDING
** ** ** ** **
BEFORE: CETRULO, DIXON, AND EASTON, JUDGES.
DIXON, JUDGE: Ferguson Enterprises, Inc. (Ferguson) appeals from the opinion
and order granting summary judgment in favor of Dreamland Hospitality, LLC
(Dreamland) entered by the Jefferson Circuit Court on March 8, 2022. Following a
careful review of the record, briefs, and law, we vacate and remand.
FACTS AND PROCEDURAL BACKGROUND
Dreamland hired Huhn Plumbing Co., LLC (Huhn) to perform
construction work on a Home2Suites hotel on its real estate. Huhn contracted with
Ferguson to provide materials for the project. Dreamland paid Huhn for the
materials, but Huhn failed to pay Ferguson within the timeframe required under the
contract. As a result, Ferguson notified Dreamland, its registered agent Mayank
Patel, and member Alpesh Patel of its intent to file a lien in the amount of
$133,583.73 against the real estate for materials supplied for the project. Ferguson
then filed the lien.
Dreamland advised Ferguson that it contested the lien because it paid
Huhn for most of the materials. Ferguson responded, asserting its lien was valid.
Later, Dan Henricks of Ferguson and Atul “Alex” Patel, purportedly on behalf of
Dreamland – although he clearly stated he was not an owner – exchanged emails in
an attempt to reach a settlement. (Alpesh testified via affidavit that Alex is not an
employee or agent of Dreamland and had no authority to negotiate on its behalf.)
Ferguson ultimately sued Huhn and Dreamland, as well as other
parties not at issue in this appeal, seeking $89,942.07 – an amount reflecting
credits for returned items and payments made after the lien was filed – plus
prejudgment interest, costs, and attorney fees, from Dreamland and Alpesh.
-2-
Ferguson moved the trial court to enforce the settlement agreement
between it and Dreamland (through Alex). The trial court entered an opinion and
order denying the motion, finding no valid settlement agreement existed.
Ferguson then moved the trial court for summary judgment.
Dreamland moved to dismiss this case, which was treated as a cross-motion for
summary judgment. After the matter was fully briefed, the trial court granted
summary judgment in favor of Dreamland, finding the materialman’s lien was not
perfected because it “was not the correct amount.” This appeal followed.
STANDARD OF REVIEW
Summary judgment is appropriate “if the pleadings, depositions,
answers to interrogatories, stipulations, and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to any material fact and
that the moving party is entitled to a judgment as a matter of law.” CR1 56.03.
“[T]he proper function of summary judgment is to terminate litigation when, as a
matter of law, it appears that it would be impossible for the respondent to produce
evidence at the trial warranting a judgment in his favor.” Steelvest, Inc. v.
Scansteel Serv. Ctr., Inc., 807 S.W.2d 476, 480 (Ky. 1991).
An appellate court’s role in reviewing an award of summary judgment
is to determine whether the trial court erred in finding no genuine issue of material
1
Kentucky Rules of Civil Procedure.
-3-
fact exists, and the moving party was entitled to judgment as a matter of law.
Scifres v. Kraft, 916 S.W.2d 779, 781 (Ky. App. 1996). A grant of summary
judgment is reviewed de novo because factual findings are not at issue. Pinkston v.
Audubon Area Cmty. Servs., Inc., 210 S.W.3d 188, 189 (Ky. App. 2006) (citing
Blevins v. Moran, 12 S.W.3d 698 (Ky. App. 2000)).
Here, because the trial court granted summary judgment to
Dreamland, we review the facts in a light most favorable to Ferguson and resolve
all doubts in its favor. Applying the Steelvest standard, and based on the record,
we cannot agree with the trial court that there was no genuine issue of material
fact. Therefore, we conclude that summary judgment was improper.
LEGAL ANALYSIS
On appeal, Ferguson argues the trial court erred in: (1) granting
summary judgment to Dreamland, (2) denying Ferguson summary judgment, (3)
denying Ferguson’s motion to enforce settlement, and (4) denying Ferguson
attorney fees. We will address each argument, in turn.
First, Ferguson disagrees with the trial court’s determination that the
amount of the materialman’s lien was incorrect at the time of filing. Under KRS2
376.080(1), the statement must include, “the amount due [the provider of the
materials], with all just credits and set-offs known to [the provider.]” Neither the
2
Kentucky Revised Statutes.
-4-
parties nor the court have pointed us to a requirement, and we know of none, that
this amount must be updated after the lien is filed as payments and credits are
made to reduce the balance. Even so, the amount must be correct with “all just
credits and set-offs known to [the provider]” at the time of filing.
The lien herein was for $133,583.73. Ferguson provided a document
listing the dates and amounts of 27 invoices for the Home2Suites project, totaling
exactly $133,583.73. Yet, on the date the materialman’s lien was filed, a credit of
$1,142.26 was applied. While the lien was filed at 11:07:18 a.m., it is unclear from
the record when the account was credited – whether before or after the filing of the
lien – and whether Ferguson knew of the credit prior to filing its lien. Henricks’
second affidavit asserts the amount of the lien was correct at the time it was filed;
yet, it does not specifically address the timing of the credit. The trial court must
take his assertion as truth when considering summary judgment. Moreover, if
there is a factual dispute concerning whether the amount of the lien was correct at
the time it was filed, summary judgment is inappropriate.
Second, Ferguson contends the trial court should have granted it
summary judgment. However, the same reason that makes summary judgment
currently unavailable for Dreamland also precludes summary judgment in favor of
Ferguson. Simply put: a genuine issue of material fact as to whether the amount
listed in the lien was correct at the time it was filed prevents a determination of
-5-
whether Ferguson had a valid and enforceable lien as a matter of law. Thus, we
need not address Ferguson’s further arguments concerning summary judgment.
Third, Ferguson argues the trial court should have enforced its
settlement with Dreamland. However, its contentions are not supported by the
record. Most importantly, the supposed settlement was negotiated with Alex, who
apparently had no authority to bind Dreamland. “An agreement to settle legal
claims is essentially a contract subject to the rules of contract interpretation. It is
valid if it satisfies the requirements associated with contracts generally, i.e., offer
and acceptance, full and complete terms, and consideration.” Cantrell Supply, Inc.
v. Liberty Mut. Ins. Co., 94 S.W.3d 381, 384 (Ky. App. 2002). Since Alex had no
authority to bind Dreamland, there was no acceptance and no valid settlement
agreement. Accordingly, the trial court did not err in its determination that no
settlement agreement had been created.
Fourth, Ferguson asserts it is entitled to attorney fees for breach of
contract/settlement agreement. Because there was no settlement agreement, for the
reasons discussed herein, this argument necessarily fails.
CONCLUSION
Therefore, and for the foregoing reasons, the order of the Jefferson
Circuit Court is VACATED and REMANDED for further proceedings consistent
with this Opinion.
-6-
CETRULO, JUDGE, CONCURS.
EASTON, JUDGE, CONCURS IN RESULT AND FILES
SEPARATE OPINION.
EASTON, JUDGE, CONCURRING IN RESULT: Because the
amount of “just credits and set-offs known to” Ferguson when it filed its lien was a
disputed fact, I concur in the decision to vacate and remand the summary judgment
against Ferguson and in favor of Dreamland. But it appears we are dealing, at least
in part, with small amounts (approximately one percent of the claim) allegedly paid
on the same day as the lien was filed. We could be looking at a matter of hours as
to when Ferguson knew of the claimed credits.
While strict compliance generally is required for a valid lien, we
should acknowledge the precise amount owed is often disputed. The lien secures a
“claim” not an established debt. What consists of a “just credit” or “set-off” may
be debatable. Neither the parties nor this Court has located any precedents
applying this phrase in KRS 376.080, which governs this specific dispute.
Cases from Missouri establish a reasonable approach to the validity of
the lien based upon the amount stated in the lien notice. “A lien statement may be
regarded as just and true, so as not to vitiate the entire lien, if it contains mistakes,
errors of omission, non-lienable items, or fails to give all of the credits to which the
account is entitled, as long as the inaccuracies are unintentional and are the result
of honest inadvertence, accident, or oversight, and do not result from deliberate
-7-
intention or design.” Almat Builders and Remodeling, Inc. v. Midwest Lodging
LLC, 615 S.W.3d 70, 79 (Mo. App. 2020).
The Missouri experience also provides a process for lien enforcement
when the accuracy of the amount claimed in the lien statement is in question. The
property owner first presents evidence that the claimed amount was inaccurate
when the lien was filed. Then the claimant presents evidence addressing whether
any error was intentional or an honest mistake. Id.BRIEFS FOR APPELLANT: BRIEF FOR APPELLEE:
J. David Agnew Mary E. Eade
New Albany, Indiana Louisville, Kentucky
-8-