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MW Trailer Repair, Inc. v. New England Motor Freight, Inc.

A-4145-99T2 (N.J. Super. App. Div. 2002) (Unpublished)

CONTRACTS; ATTORNEYS FEES— Absent prior contradictory dealing between parties, - an accepted price quotation which clearly calls for the payment of attorneys fees is enforceable, even if it is in smaller type than that used for other provisions.

A truck repair company entered into an agreement with a trucking fleet company to repair a trailer. The typical engagement process, which was used in this case, was that the owner of the truck repair company would inspect the truck or component to be repaired and would then send a quotation by fax to the customer. If the customer authorized the work, the owner would generate a work order or invoice. Once the repairs were completed, the owner would prepare a second invoice and give it to the customer. Both the pre-printed quotation and invoice forms contained language in small print at the bottom indicating that, inter alia, “1%/month interest will accrue on past due amounts and debtor will be responsible for attorneys fees.” Here, after the requested repairs were made, the fleet company notified the truck repair company that the repairs were unsatisfactory. The fleet company had the repairs made by its own staff. After the truck repair company’s bill went unpaid, it filed suit. A jury unanimously determined that the truck repair company failed to prove that it had properly performed all the services authorized by the agreement. However, the jury returned a verdict in the amount of the complaint less the cost of the work allegedly done improperly, which it determined “would fully compensate” the truck repair company for services rendered. For whatever reason, the truck repair company moved for a new trial on damages as well as for an award for attorney fees and costs. The fleet company cross-moved for attorneys fees. The trial judge concluded that the jury’s deduction was “clearly and convincingly, in error,” and that if the deduction to the truck repair company’s bill were allowed to stand, “there would be a manifest miscarriage of justice.” Instead, the lower court concluded that the deduction should have been much lower. It also awarded attorneys fees to the truck repair company, reasoning that the same attorney fees clause was inserted in the pre-printed forms used by the parties on at least four previous occasions, and this made the provision enforceable. The fleet company appealed. The Appellate Division found that although the parties had dealt with each other in past transactions, there was never any prior dispute and so there was never a need to look to the attorney fees provisions in the forms. Accordingly, the Appellate Division declined to follow the logic of the lower court in awarding attorneys fees, but nonetheless agreed with its result. It concluded that when the trucking company authorized the work to be done after the quotation was received it, in effect, “accepted all of the terms and conditions set forth on the quotation, including the provisions for interest and counsel fees. While the print containing the clause calling for attorney fees and interest may have been smaller than the balance of the print on the quotation, there [was] no contention that it was illegible. The challenged language was not buried in a long document replete with legalese. Rather, the quotation was a one-page document in comprehensible language. In addition, the fleet company was a large corporation which enjoyed, at the very least, an equal bargaining position with the truck repair company.” The Appellate Division also concluded that where a contract calls for the award of attorneys fees, courts must strictly construe that provision so long as the awarded attorneys fees are reasonable.

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