THE UNITED STATES OF AMERICA FOR THE USE AND BENEFIT OF MODERN MOSAIC, LTD., a foreign business corporation, Plaintiff - Appellant,
TURNER CONSTRUCTION COMPANY, a New York corporation; TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA; FEDERAL INSURANCE COMPANY; FIDELITY & DEPOSIT COMPANY OF MARYLAND; ZURICH AMERICAN INSURANCE COMPANY; LIBERTY MUTUAL INSURANCE COMPANY; THE CONTINENTAL INSURANCE COMPANY, Defendants - Appellees.
Argued: October 31, 2019
from the United States District Court for the Northern
District of West Virginia, at Clarksburg. Frederick P. Stamp,
Jr., Senior District Judge. (1:16-cv-00012-FPS-MJA)
J. Sheats, SHEATS & BAILEY, PLLC, Liverpool, New York,
Michael David Griffith, Jr., THOMAS COMBS & SPANN, PLLC,
Charleston, West Virginia; Douglas Leo Patin, BRADLEY ARANT
BOULT CUMMINGS, Washington, D.C., for Appellees.
Jeffrey D. Van Volkenburg, Allison S. McClure, MCNEER
HIGHLAND MCMUNN & VARNER, Clarksburg, West Virginia, for
Michael S. Koplan, BRADLEY ARANT BOULT CUMMINGS, Washington,
D.C., for Appellees.
WYNN, QUATTLEBAUM, and RUSHING, Circuit Judges.
QUATTLEBAUM, CIRCUIT JUDGE
our country's bedrock principles is the freedom of
individuals and entities to enter into contracts and rely
that their terms will be enforced. Consistent with that
principle, the Federal Bureau of Investigation (the
"FBI") entered into a contract (the "Prime
Contract") with Turner Construction Company
("Turner"), a large general contractor, to build a
major FBI facility in West Virginia. Turner then retained
various subcontractors to handle particular parts of the
project. One of those subcontractors was Modern Mosaic Ltd.
("Modern"), a firm specializing in precast
concrete. Turner and Modern entered into a subcontract (the
"Subcontract") outlining Modern's role in the
construction of the FBI facility.
and after Modern's work on this project, disputes between
it and Turner arose. After attempts to resolve the disputes
failed, Modern sued Turner in the United States District
Court for the Northern District of West Virginia.
asserts four main claims: (1) it incurred increased costs
because Turner improperly failed to "field verify"
the existing garage; (2) it was improperly required to incur
the cost of a full-time engineer or licensed surveyor on
site; (3) it incurred increased costs because of the
deficient soil remediation work of another subcontractor; and
(4) Turner should be estopped from denying Modern's
claims because of its improper conduct regarding a mediation
between the FBI and Turner.
applying West Virginia law,  the district court rejected all
of Modern's claims based on the plain language of the
Subcontract. First, it granted Turner summary judgment on the
field verification claim. Then, after a bench trial, it ruled
in favor of Turner on the remaining claims. We agree with the
district court. These two sophisticated businesses entered
into a detailed contract spelling out their rights and
responsibilities in the construction of the FBI facility. The
provisions of that contract directly address the very issues
raised in this appeal. They also compel the result reached by
the district court. Thus, we affirm.
bulk of Modern's contractual responsibilities consisted
of fabricating and installing precast concrete panels on an
existing parking garage at the FBI facility. Modern prepared
the panels in accordance with the dimensions called for in
the engineering drawings. During its work, however, Modern
discovered that the parking garage was not built to the
specified dimensions. As a result, the panels did not fit to
the garage. To correct this problem, Modern performed
remedial work on the panels costing an additional $975,
argues that Turner was contractually required to field verify
that the parking garage was built to the dimensions of the
engineering drawings. If done properly, Modern claims, this
would have identified the discrepancy between the as-built
dimensions and the contractual dimensions before Modern
prepared the panels. According to Modern, proper verification
would also have prevented the remedial costs it incurred. The