Help! Is an ambiguous contract enforcable?

[CaliforniaGal]

I'm in California (as my nickname implies), and was just served to appear in small claims. My homeowner's association is trying to sue me for some repairs that were done to my home without my consent.

My HOA gave my neighbors and myself a contract to either approve, or disapprove repair work to be done by their contractor (let's call them ABC Construction). By accident, I checked both boxes on the contract (one says, "No, don't have ABC do the work", and the other, naturally, says "Yes, please have ABC complete the repairs"). I turned in the contract not realizing that it's contradictory.

The HOA had ABC perform the work, and now they want to be paid for it. I never wanted ABC to make the repairs, because my brother, a licensed contractor, was going to do it for me at no cost.

I feel that since the contract said both "Yes" and "No", that the HOA board should have checked with me for clarification as to what my intentions were.

What I'd like to know is: If a contract between two parties is not clear as to what the intention of those parties is, is the document enforceable???

I really need a lot of help on this one! A very sincere thank you for any guidance.

CaliforniaGal

 

[I AM ALWAYS LIABLE]

I'm in California (as my nickname implies), and was just served to appear in small claims. My homeowner's association is trying to sue me for some repairs that were done to my home without my consent.

My HOA gave my neighbors and myself a contract to either approve, or disapprove repair work to be done by their contractor (let's call them ABC Construction). By accident, I checked both boxes on the contract (one says, "No, don't have ABC do the work", and the other, naturally, says "Yes, please have ABC complete the repairs"). I turned in the contract not realizing that it's contradictory.

The HOA had ABC perform the work, and now they want to be paid for it. I never wanted ABC to make the repairs, because my brother, a licensed contractor, was going to do it for me at no cost.

I feel that since the contract said both "Yes" and "No", that the HOA board should have checked with me for clarification as to what my intentions were.

What I'd like to know is: If a contract between two parties is not clear as to what the intention of those parties is, is the document enforceable???

I really need a lot of help on this one! A very sincere thank you for any guidance.

CaliforniaGal

My response:

You "ratified" the contract by failing to take action when ABC was making the improvements. You obviously saw ABC doing the work, and failed to stop them. Your inaction to stop them amounts to an acceptance of the terms and conditions. Therefore, you are obliged under the agreement to pay them due to your inaction.

IAAL

 

[CaliforniaGal]

Thanks IAAL, but I should have been more detailed . . .

I never knew that ABC did the repair work. It was done while I was away at work, so I never had any knowledge that the work was ever done.

In addition, the repair was for dry rot damage under the eaves of my front door. I don't ingress/egress through the front -- I always use my garage door when going out.

Six weeks after the work was done, I received a bill from my HOA. I was baffled as to why I was receiving the bill, because (to my knowledge), nothing had ever been done. I stuck my head out of the door and WHOA! I discovered that the work had indeed been done, but without my knowledge, and without my consent.

I tried to explain to the HOA that this shouldn't have been done, but since ABC had already collected their bid from the HOA upfront, my HOA found that they were short-changed. They are seeking payment from me, now.

Believe me, if I had ANY knowledge that ABC was going to, or had done the work, I would have stopped it immediately.

Please advise if the contract is enforcable. Thank you so very much!

CaliforniaGal

 

[I AM ALWAYS LIABLE]

Thanks IAAL, but I should have been more detailed . . .

I never knew that ABC did the repair work. It was done while I was away at work, so I never had any knowledge that the work was ever done.

In addition, the repair was for dry rot damage under the eaves of my front door. I don't ingress/egress through the front -- I always use my garage door when going out.

Six weeks after the work was done, I received a bill from my HOA. I was baffled as to why I was receiving the bill, because (to my knowledge), nothing had ever been done. I stuck my head out of the door and WHOA! I discovered that the work had indeed been done, but without my knowledge, and without my consent.

I tried to explain to the HOA that this shouldn't have been done, but since ABC had already collected their bid from the HOA upfront, my HOA found that they were short-changed. They are seeking payment from me, now.

Believe me, if I had ANY knowledge that ABC was going to, or had done the work, I would have stopped it immediately.

Please advise if the contract is enforcable. Thank you so very much!

CaliforniaGal

My response:

Okay, then under these new facts, a court may in fact consider the contract voidable under the theory of "mutual mistake." However, an "improvement" nonetheless occurred, and the court may very likely still hold your hand to the "obligation fire" under the theory of "quantum meruit" (compensation for "reasonable value" of services rendered); i.e. this is an equitable rule, and does justice between the parties.

IAAL

 

[JETX]

One other thing (IAAL, correct me if in error.....).
The 'ambiguity' that you are counting on was in fact YOUR error (by marking both boxes). So, if you are planning on using a 'vague or ambiguous' contract as your defense, the 'cloud' was created by your error.

Also, I would have to wonder if this was indeed a 'contract' as much as a 'notice of repair'. From your post, it doesn't appear that you had any 'real' alternative. The work clearly needed to be done... the only question was whether the association should contract with ABC to do the work. Was there any other option such as.... "I will do this work, or arrange to have it done, myself"?

 

[I AM ALWAYS LIABLE]

One other thing (IAAL, correct me if in error.....).
The 'ambiguity' that you are counting on was in fact YOUR error (by marking both boxes). So, if you are planning on using a 'vague or ambiguous' contract as your defense, the 'cloud' was created by your error.

Also, I would have to wonder if this was indeed a 'contract' as much as a 'notice of repair'. From your post, it doesn't appear that you had any 'real' alternative. The work clearly needed to be done... the only question was whether the association should contract with ABC to do the work. Was there any other option such as.... "I will do this work, or arrange to have it done, myself"?

My response:

You're doing just fine by me, Steve.

However, I would make this comment - -

I had to take her post on "face value" when she mentioned that it was a contract. Additionally, and despite the fact that she caused the ambiguity, ABC and the HOA nonetheless had an obligation to review the "contracts" they received from the various homeowners and, if there was an obvious mistake, then should have dealt with it prior to making the repairs.

That's where the "mutuality of mistake" comes into play, and where the court will "do justice" between the parties and, in all likelihood, award ABC or the HOA a decision based upon "quantum meruit" - - I.e., the work was performed, and the law abhors "unjust enrichment."

Our writer, no matter how you slice this bread, is more than likely going to have to "whip out" her checkbook.

IAAL

 

[CaliforniaGal]

Halket and IAAL,

Thank you again, for your responses. Halket, to answer your question, we (nine of the homeowners) were given a choice: 1). We could have the HOA's contractor perform the repair work, or 2). we could either hire someone OR perform the work ourselves.

My brother is a licensed contractor, and agreed to make the repairs as a favor to me. So, my choice was $900 to ABC Construction, or $0 thanks to little brother. It didn't seem to be a hard choice. In fact (it's not in writing), I had told our HOA vice-president that the reason why I was not going with ABC Construction was because I had my own contractor (my brother) who would be repairing the dry rot damage for me.

Most of my neighbors did decide to go with ABC for repairs. Only myself, and one other neighbor opted not to. Interestingly, ABC also did the work on her unit as well, even though she instructed them not to.

Thanks again

CaliforniaGal