MidAmerica Construction Management, Inc. v. MasTec North America, Inc.
436 F.3d 1257 | Court of Appeals for the Tenth Circuit | 2006
Holding Summary
A contract clause stating payments are 'expressly contingent upon' receipt of payment from the owner constitutes an enforceable 'pay-if-paid' clause under Texas and New Mexico law, making the owner's payment a condition precedent to the contractor's obligation to pay the subcontractor.
All payments to Subcontractor by Contractor are expressly contingent upon receipt of payment from Owner.
Related Cases
Associated Indemnity Corp. v. CAT Contracting, Inc.
A surety does not owe a common law duty of good faith to its principal, but good faith is a contractual condition precedent to indemnification, requiring proof of improper motive or willful ignorance rather than mere negligence.
Lenape Resources Corp. v. Tennessee Gas Pipeline Co.
Section 2.306 of the UCC does not apply to take-or-pay gas contracts where parties have specified quantity as a determinable amount (85% of delivery capacity), and good faith obligations remain applicable to increases in delivery capacity.
Albert G. Hill, Jr. v. Shamoun & Norman, Llp
A law firm may recover the reasonable value of its services under quantum meruit despite lacking a signed contingent-fee agreement, but an expert's damages opinion improperly based on the unenforceable agreement cannot support the award.
HECI Exploration Co. v. Clajon Gas Co.
A take-or-pay gas contract's obligation to pay for deficient takes is not conditioned on the seller's timely request at the end of each accounting period; the buyer must pay within 30 days of receiving any request with supporting data.
Hirschfeld Steel Co. v. Kellogg Brown & Root, Inc.
Performance of a written maintenance program is not a condition precedent to a subcontractor's ten-year warranty obligation under an unambiguous contract.
Hassell Const. Co., Inc. v. Stature Commercial Co.
A contractor's affirmative defense based on a pay-if-paid clause must be specifically pleaded under Texas Rule 94; when not pleaded, evidence supporting it is inadmissible, and the subcontractor is entitled to payment as a matter of law.