the Corps contemplated significant involvement of BL3 in the design development. This argument is not persuasive because the passage imposes only a duty upon CLA to provide a detailed design analysis report to the Corps. It is undisputed that the final design was to be based on BL3's design; this passage says no more than that.
The plaintiffs also note that the "Contract Clarifications" included in the CLA-BL3 agreement provide that the basic fee was based on developing contract documents for the design as it then existed, and that "if there should be significant alterations or redesign required, we would enter into renegotiations in accordance with the extent of such changes." Pl. Ex. A at 4, P1. Plaintiffs argue that since the design was altered and no renegotiations with plaintiffs occurred, CLA breached the contract. The Court is not convinced. Rather, this passage indicates that should CLA have needed more extensive involvement of BL3 than that contemplated when the basic fee was negotiated, renegotiations would take place. Since CLA apparently never had the need for these additional services, no renegotiation was necessary. The contract does not require that CLA solicit a particular quantity of work from BL3, and the Court sees no justification for implying such a duty.
Even if, arguendo, the defendant CLA did breach its contract with BL3, BL3 has failed to demonstrate any damages that are not speculative. BL3 performed services for CLA and was paid $ 42,450 in consideration for that work. The plaintiffs argue that they were entitled to earn $ 54,000 under the contract (the base fee of $ 42,450 plus reimbursement for travel, expenses and meetings), and possibly to earn $ 20,000 for additional work. See Complaint P43. However, the contract did not require CLA to have BL3 travel or attend meetings, and BL3 does not claim to have incurred travel or meeting expenses for which it was not reimbursed. Therefore, $ 42,450 was all that BL3 earned under the contract. Moreover, while according to the plaintiffs approximately $ 20,000 in additional work was contemplated in the contract, the contract states explicitly that future work, while "hopefully" to be negotiated in the future, is "not included as a part of this agreement". May 9, 1990 contract at 3, PVI. Therefore CLA was neither obligated to enter into additional work contracts with the plaintiffs nor to pay them additional funds.
Plaintiffs primarily seek damages for the loss of good will and diminution in their professional reputation that they allege will result from the design change. They contrast this loss with the "world-wide renown and professional advancement" they anticipated upon winning the design competition and having their design implemented. Complaint P52, 45. While the Court is sympathetic with these concerns, these damages are merely speculative. In the plaintiffs' words:
[the] breach changed the entire course of the design/development process. It became the vehicle by which the Corps and the other Federal Defendants commenced their review of the "new design" and served as the catalyst for this litigation. Had CLA timely involved BLC, as it was contractually bound to do in its new design preparations, the "course of history" may not have changed, the parties may have reached an architectural "accommodation" satisfactory to themselves and the Federal Defendants, and this litigation may not have been necessary.
Pl. Opp. at 5 (emphasis added). It is clear from the contract documents that changes to BL3's design were contemplated from the outset. See pp. 6-7, supra. Even if CLA had involved BL3 in the process to the degree BL3 would have preferred, the design result could still have been the same. The speculative nature of plaintiffs' allegation is further demonstrated by this Court's prior ruling, in which it held that "the federal defendants were not bound by statute to any particular design at any particular point." Memorandum Opinion filed October 23, 1991 at 10. Thus even if CLA had presented the Advisory Board with a design perfectly consonant with BL3's conception, the Advisory Board could have rejected it in favor of a different design.
The Court is sympathetic to the frustrations experienced by the plaintiffs in this case. However, these frustrations do not in and of themselves give rise to a legal remedy. Under the plain language of the contractual documents, CLA did not breach any legal duty owed to the plaintiffs. Even if there had been such a breach, the plaintiffs' theory that this alleged breached caused substantial damage is purely speculative. Thus there are no genuine disputes as to material facts here, and the defendant Cooper-Lecky is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56.
For all of the foregoing reasons, the Court shall grant the defendant Cooper-Lecky Architects' Motion for Summary Judgment and shall dismiss this case from the dockets of this Court.
The Court shall issue an appropriate Order on this date in accordance with this Memorandum Opinion.
April 9th, 1992
CHARLES R. RICHEY
UNITED STATES DISTRICT JUDGE
ORDER - April 9, 1992, Filed
In accordance with the Memorandum Opinion in the above-captioned case issued on this date, and for the reasons stated therein, it is, by the Court, this 9th day of April, 1992,
ORDERED that the Motion for Summary Judgment filed by the defendant Cooper-Lecky Architects, P.C. in the above-captioned action shall be, and hereby is GRANTED; and it is
FURTHER ORDERED that this case shall be, and hereby is, DISMISSED from the dockets of this Court.
CHARLES R. RICHEY
UNITED STATES DISTRICT JUDGE