Nielsen v. Wong

PEEK, Acting P. J. Plaintiffs Riener C. Nielsen and Gene E. Moffatt, copartners, appeal from an adverse judgment in an action for damages resulting from the alleged breach of a joint venture agreement between themselves and defendant Warren C. T. Wong.

In January of 1957 the Board of Supervisors of San Joaquin County, by resolution, authorized Dr. Louis M. Barber, Administrator of the San Joaquin General Hospital, to contact plaintiffs and defendant, all of whom are licensed architects, concerning the design and construction of certain contemplated improvements to the hospital.

On February 5, 1957, pursuant to the previously mentioned resolution, Dr. Barber met with plaintiffs, at which time the intended improvements were discussed. The association between plaintiffs, whose offices were in Los Angeles, and defendant, a Stockton architect, was suggested by Dr. Barber for the purpose of precluding any criticism that local funds were being used to retain outside persons when local architects could perform the duties just as efficiently. A subsequent meeting was arranged, at which time the parties hereto orally agreed to submit a bid jointly and to equally divide the profits from the anticipated contract. It was further agreed that the plaintiffs, because of their previous experience in hospital construction and their larger staff, would be responsible for all structural designs and that defendant’s duties would concern the esthetic aspects of the buildings as well as supervision of the actual construction. Although the intent of the parties was to reduce their oral agreement to writing, it was never done. Plaintiffs, with approval of the defendant, drafted a contract in the names of the parties [584]jointly and submitted the same to the board of supervisors for its approval. This instrument set out the exact specifications for the proposed improvements, the approximate cost and finally the fee to be paid for architectural services. Thereafter plaintiffs made several trips to Stockton to inspect the existing facilities, during which time they met with defendant and members of the board of supervisors for informal discussions concerning the plan which had been submitted.

Prior to Monday, April 29, 1957, the date on which the board of supervisors was to consider the proposal, there had been no indication that the proposal would not be accepted. On the preceding Friday, April 26, while plaintiffs were in Stockton, the presentation to be made to the board at its Monday meeting was discussed and it was decided that defendant alone would appear for the joint venture, and plaintiffs returned to Los Angeles. When the meeting of the 29th was called to order, representatives of the Central Valley Chapter of the American Institute of Architects, a member of the planning commission, an officer of the Stockton Chamber of Commerce, as well as individuals in the construction business generally, appeared and objected to the award of the contract to plaintiffs and defendant. According to an account of the meeting which appeared in a Stockton newspaper (which was introduced as an exhibit), the chief concern was the fact that most of the work would be done by the Los Angeles firm. The architects who appeared agreed that it would be satisfactory for a local man to employ consultants but that no consultant so retained should have a “piece of the job.” In response to a question from one of the board members if, under the plan as proposed, it was the feeling then that Wong would be merely “the ‘front’ man in this deal?” the Chamber of Commerce officer replied, “That’s right.” At the hearing of the case in the trial court the chairman of the board of supervisors was called as a witness on behalf of the plaintiffs, and in response to a question concerning the discussion which occurred at the April 29th meeting, testified in effect that different architects submitted proposals for the hospital job as well as the one by plaintiffs and defendant; that before the meeting was over there was considerable discussion precipitated by persons in attendance who objected to giving any consideration to anyone who was not a local architect; that Mr. Wong asked for the floor and spoke in favor of the proposal as submitted by himself and the plaintiffs. The witness was then asked by plaintiffs’ counsel, “Did the board ask Mr. Wong whether