Background
Complete General Construction Company served as general contractor on a City of Columbus railroad-bridge replacement project and hired Suburban Maintenance and Construction, Inc. to drill and place 34 concrete support shafts. After completing its work, Suburban sued Complete General for additional compensation arising from alleged delays, obstructions, acceleration, and project redesign.
The trial court granted Complete General summary judgment on Suburban’s claims, concluding that the subcontract made the claim-resolution procedure in the City’s principal contract Suburban’s exclusive remedy. Following a bench trial before a magistrate, the court entered judgment for Suburban on Complete General’s counterclaims for breach of contract, fraudulent misrepresentation, and negligent misrepresentation. Suburban appealed the summary-judgment ruling, and Complete General cross-appealed the disposition of its counterclaims and related procedural rulings.
The Court’s Holding
The Tenth District affirmed the judgment against Suburban. Section 10(h) of the subcontract unambiguously required Suburban to submit additional-payment claims through the principal contract’s claim process and provided that Complete General would not be liable unless and until the City allowed payment. Because the City rejected nearly all of Suburban’s claims and Suburban neither sued the City nor demanded that Complete General do so on its behalf, those claims were barred. Complete General could continue withholding the $97,201.72 that the City had approved while its claims against Suburban remained unresolved through the appellate process.
The court also affirmed judgment against Complete General on its counterclaims. The integrated, unambiguous subcontract contained no shaft-drilling production rate, and Complete General could not use its contractual interpretation authority or the parties’ course of performance to insert one. Its misrepresentation claims were barred by the economic-loss rule because Suburban owed no independent duty outside the contract. Moreover, the alleged statement about the anticipated drilling rate concerned future performance, and reliance on such a precontract statement between sophisticated businesses was unreasonable as a matter of law. Those conclusions rendered Complete General’s remaining assignments of error moot.
Key Takeaways
- A subcontract clause conditioning a general contractor’s liability on the project owner’s approval can bar a subcontractor’s rejected payment claims when the specified claim process is not pursued further.
- A party cannot use contractual interpretation authority or course-of-performance evidence to add a production-rate term to a clear, fully integrated agreement.
- The economic-loss rule barred tort claims based on the parties’ contractual relationship, and an alleged projection of future production did not support actionable misrepresentation.
Why It Matters
The decision illustrates that construction-contract claim procedures and owner-approval conditions may determine whether a subcontractor can recover additional compensation. Contractors and subcontractors should closely follow incorporated dispute-resolution provisions, including any requirement to pursue or demand further proceedings against the project owner.
It also underscores the importance of putting production expectations and schedules into the signed agreement. Courts will not ordinarily convert precontract discussions or later performance into enforceable terms when the written contract is unambiguous and fully integrated.