C.R. Klewin, Inc. v. Flagship Properties, Inc.

600 A.2d 772 (1991)

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Nature of the Case

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Facts

Klewin (P) is a general construction contractor. Flagship (D) is engaged in the business of real estate development. D was involved in the development of a major construction project in excess of $120 million for the construction of 20 industrial buildings and a 280-room hotel and convention center and housing for 592 graduate students and professors. D had dinner with P to consider contracting with P. A verbal agreement was reached in that P wanted 4% of the cost of construction and 4% for its overhead and profit. The meeting ended with D’s representative shaking hands with P’s agent saying, “You’ve got the job. We’ve got a deal.” No other specific terms or conditions were discussed, and the parties even issued a press release stating that an agreement had been reached; this press release was also videotaped. The parties also ceremoniously signed a standard form contract without filling in any of the blanks. This occurred in March 1986. Construction began in May 1987, and that portion of the construction was evidenced by a writing. That part of the project was finished by October 1987. D was dissatisfied with P's work and hired another contractor. P sued D for breach. D moved for summary judgment in that the alleged oral contract was not enforceable as it was barred as a contract by the Statute of Frauds. It was granted; the contract could not possibly have been completed within one year. The court focused on the sheer scope of the project and P’s own admission that the entire project was intended to be constructed in three to ten years. The court of appeals certified the issue for review.