Amelco Industries v. Automated Switching & Controls

Filed 1/12/07  Amelco Industries v. Automated Switching & Controls CA1/4

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b).  This opinion has not been certified for publication or ordered published for purposes of rule 977.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION FOUR

            An electrical contractor terminated a communications equipment subcontractor from two large public works projects for urban transportation systems.  The prime contractor then sued the subcontractor for breach of contract and related claims founded upon allegations of untimely and deficient performance.  The subcontractor cross-complained for breach of contract and a score of other claims.  The subcontractor maintained that it had duly performed the contracts and was wrongly terminated.

            The prime contractor prevailed in a series of pretrial rulings and a bifurcated trial to the bench and jury.  The prime contractor recovered $688,588 in damages (including prejudgment interest), and its sureties were awarded over $1 million in attorney fees and costs.  The subcontractor appeals.  The subcontractor's primary challenge is to the preclusive effect the trial court gave transit agency decisions finding the subcontractor responsible for substantial delays on the construction projects.  We reject that challenge, and all others, and affirm the judgment.

facts[1]

            At the center of a complicated dispute are two public works projects to construct or upgrade public transportation systems.  Respondent Amelco Industries, Inc. was the prime electrical contractor and appellant Automated Switching & Controls, Inc. (ASCI) was a communications equipment subcontractor.  In January 1994, Amelco subcontracted with ASCI to design and deliver a radio system on a project for the San Francisco Bay Area Rapid Transit District (BART).  The parties executed a similar subcontract in May 1994, to furnish a radio system on a Los Angeles County Metropolitan Transit Authority (MTA) project.

            Amelco terminated the BART subcontract on May 12, 1995, and the MTA subcontract on May 24, 1995.  Under laws regulating public works contracting, a prime contractor may not substitute a person as subcontractor in place of the subcontractor listed in the original bid without the consent of the public entity that awarded the contract.  (Pub. Contract Code, §  4107, subd. (a) see generally R.J. Land & Associates Construction Co. v. Kiewit-Shea (1999) 69 Cal.App.4th 416, 419-421 [summarizing public works contracting law].)  The awarding authority may consent to the substitution if, among other situations, it determines that the subcontractor's performance was substantially deficient or delayed.  (Pub. Contract Code, §  4107, subd. (a)(7).)  Amelco sought the transit agencies' consent to its termination of ASCI and substitution of another subcontractor.

A.         MTA approves substitution of ASCI

            MTA notified ASCI of the requested substitution and advised it of its right to a hearing with the awarding authority.  (Pub. Contract Code, §  4107.)  On May 26, 1995, ASCI formally objected to its substitution and asked MTA for a meeting of the principals to resolve the dispute.  MTA staff met with Amelco and ASCI on June 14, 1995, but no resolution was reached.  On June 29, 1995, the parties submitted documentation to the MTA supporting their conflicting positions.  Amelco maintained that ASCI had substantially delayed the project based upon late and inadequate design submittals and failure to produce an approvable design.  ASCI contended that it had performed satisfactorily and blamed any deficient performance upon Amelco for conflicting directives and a â€