in the Court of Appeals 22 May 2019.
by defendant Shadowline Partners, LLC from judgment entered
12 July 2018 by Judge J. Thomas Davis in Watauga County
Superior Court. Cross-appeal by plaintiff from order entered
11 December 2017 by Judge R. Gregory Horne in Watauga County
Superior Court No. 17 CVS 285.
Eggers, Eggers, Eggers & Eggers, by Stacy C. Eggers, IV,
and Kimberly M. Eggers, for
Forrest Firm, P.C., by Patrick S. Lineberry, and Clement Law
Office, by D. Dale Howard, for
defendant-appellant/cross-appellee Shadowline Partners, LLC.
case arises out of a contract dispute between Shadowline
Partners, LLC and Deeds Realty Services, LLC. Shadowline
Partners, LLC appeals from a summary judgment order finding
it liable for breach of contract and in quantum meruit. Davis
& Taft Architecture, P.A., a third-party beneficiary to
the contract, cross-appeals from an order dismissing its
claim for enforcement of a claim of lien. After review, we
affirm both orders.
Partners, LLC ("Shadowline") owned and intended to
sell real property that was to be developed into a
student-housing complex. Two companies expressed an interest
in the property: Deeds Realty Services, LLC ("Deeds
Realty") and DDR-Shadowline, LLC ("DDR"). On 1
August 2016, before Shadowline entered into any agreement to
sell its property, DDR contracted with Brent Davis
Architecture, Inc. to perform architectural work on the
planned student-housing complex. The contract was
subsequently assigned to Davis & Taft Architecture, P.A.
("Davis & Taft"). At the end of the month,
Davis & Taft submitted a fee proposal and payment
schedule to DDR. Phases I and II of the proposal,
respectively, encompassed the housing complex's
"schematic design" and "design
development." The first payment for Phase I was made by
DDR on 31 August 2016.
September 2016, Shadowline entered into an Agreement for
Purchase and Sale of Real Property ("the
Agreement") with Deeds Realty. Davis & Taft agreed
to perform architectural work pursuant to the Agreement
between Shadowline and Deeds Realty, which explicitly named
Davis & Taft under the section titled "Third Party
Davis & Taft Architecture. TWO HUNDRED
THIRTY THOUSAND AND NO/100 DOLLARS ($230, 000.00) shall
be payable to Davis & Taft Architecture ("Davis
& Taft") by [Shadowline] on a payment schedule to be
established by Davis & Taft. As of the date of execution
of this Agreement, an invoice from Davis & Taft in the
amount of $74, 500.00 has been received by [Shadowline] and
shall be paid by [Shadowline] within five (5) business days
of execution of this Agreement and is included in the
above-stated $230, 000.00 obligation of [Shadowline].
[Shadowline] will expect another invoice for the remaining
balance from Davis & Taft and shall pay said invoice (up
to its obligation stated herein) received from Davis &
Taft as and when due pursuant to said invoices. [Shadowline]
agrees to pay the remaining balance owed into the [trust
account of a Law Office] within five (5) business days of
execution of this Agreement and authorizes [the Law Office]
to pay future Davis & Taft invoice(s) up to the balance
held in Trust. In the event of early termination of this
Agreement for any reason, [Shadowline] shall be entitled to
all plans, specifications, and any and all work product
produced by Davis & Taft. [Deeds Realty] shall pay Davis
& Taft all amounts owed in excess of [Shadowline's]
obligation stated herein.
the Agreement was signed, Deeds Realty assigned its interest
in the contract to DDR. Because DDR failed to close on the
property, Shadowline terminated the Agreement on 7 December
2016. At the time of termination, Shadowline still owed Davis
& Taft $80, 000 pursuant to the terms of the Agreement.
Davis & Taft filed an $80, 000 claim of lien against
Shadowline, the property's owner.
June 2017, Davis & Taft filed a complaint in Watauga
County Superior Court against DDR, Shadowline, and Deeds
Realty alleging claims: (1) for breach of contract, (2) in
quantum meruit, and (3) for enforcement of the claim of lien.
On 5 October 2017, Shadowline filed a motion to dismiss all
claims pursuant to Rule 12(b)(6) of the North Carolina Rules
of Civil Procedure. On 11 December 2017, the motion was heard
before the Honorable R. Gregory Horne, who dismissed Davis
& Taft's claim for enforcement of the claim of lien
and discharged the lien.
June 2018, Davis & Taft moved for summary judgment on its
remaining claims. The motion came on for hearing before the
Honorable J. Thomas Davis, who (1) granted Davis &
Taft's motion for summary judgment in its entirety, and
(2) dismissed all claims against Deeds Realty. Shadowline
timely filed notice of appeal from the summary judgment
order. Davis & Taft ...