Phillips & Edwards Electric Corp. v. Shintaffer

McMURRAY, J. pro tem.

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Appellant sued respondents to foreclose a mechanic’s lien which they alleged they gained by furnishing a certain “Square D” control panel for use in a rice drying plant which respondent built.

George C. Shintaffer, a farmer, commenced construction of a rice drying plant upon certain property he owned. This plant consisted of a building with bins and other equipment besides the machinery and equipment which constituted the actual drying unit. The trial court found that appellant here had dealt with a materialman, namely the Universal Drier Corporation, and, therefore, found that appellant was not entitled to a lien under the provisions of section 1181 of the Code of Civil Procedure since appellant was a material-man of a materialman. The “Square D” control panel here involved was only a small portion of the equipment furnished to Shintaffer by the Universal Drier Corporation. It was delivered to the job and was billed to the Universal Drier Corporation by appellant.

During the course of building the rice drying plant respondent Shintaffer entered into a written order which provided in part “Universal Drier Corporation agrees to engineer and purchase for George Shintaffer all elevating and conveying equipment for his plant. . . . George Shintaffer agrees to let all engineering necessary for installation of the above conveying equipment, and will purchase from Universal Drier all conveying and elevating equipment. Discounts as above will

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be made on presentation of invoice and payment will be made within 10 days after receipt of invoices. . . . Receipt is hereby acknowledged for $1,000.00 for down payment on the above equipment.” There was another agreement whereby Universal was to render certain supervision. Appellant contends that this document shows that Universal was something more than a materialman, either in the nature of an agent, contractor, designer, or consulting engineer or a combination of any of these capacities.

A reading of the quoted portion of this agreement is sufficient to show that an ambiguity exists. The trial court, in order to resolve that ambiguity, heard considerable testimony upon the dealings between the parties. In determining what construction to put upon the instrument, the trial court was required to resolve several questions of fact upon which there was conflicting evidence. Its determination that the evidence showed merely that Universal Drier Corporation was a materialman rather than an agent or anything other than a materialman is amply supported by substantial evidence. The provision in the contract that “Shintaffer agrees to let all engineering necessary for installation of the above conveying equipment” does not necessarily compel the conclusion that Universal was more than a materialman. The contract is essentially one for the sale and purchase of equipment. The evidence which was admitted to shed light upon the ambiguities contained in the contract is sufficient to support the trial court in its finding that Universal Drier was only, in fact, a materialman.