Ed Sparks & Sons v. Joe Campbell

This is an appeal from a judgment awarding plaintiff-respondent Ed Sparks & Sons the balance of the contract price set forth in a construction contract. The principal question presented is whether there was sufficient evidence of a mutual mistake to sustain the district court's reformation of the contract and thereby exclude certain items otherwise required to be performed by Sparks. We reverse. Joe Campbell Construction Company held a contract with the State of Idaho to demolish a building and construct a parking lot on the campus of Idaho State University. In turn, Sparks submitted a bid to Campbell offering to perform the demolition and site restoration work. Sparks' bid was for $21,079 and, according to Sparks, did not include that portion of Campbell's work requiring concrete and blacktopping work. Campbell and Sparks met at and inspected the job site, and that evening the terms of the contract were discussed in Campbell's office. It is undisputed that Campbell made a statement to the effect that he wanted to wash his hands of the whole project except the blacktopping work. There is a dispute in the evidence as to whether at the termination of that meeting Sparks took the complete blueprints and specifications for the entire job for additional study or, as the trial court found, that Sparks took only that portion of the blueprints and specifications which dealt with the demolition and site restoration portion of the work while the remainder of the documents relating to the construction phase of the work remained in Campbell's possession. Thereafter, Campbell's attorney prepared the contract on one of Sparks' proposal forms. The following week the parties met, read the contract, pencilled in some changes and signed the document. Clearly, that written contract required Sparks to perform all portions of the work excepting only the blacktopping. Sparks testified that he read the contract term blacktopping to include curbs and gutters (concrete work).