Automobile Insurance Co. of Hartford v. United H.R.B. General Contractors, Inc

In Automobile Insurance Co. of Hartford v. United H.R.B. General Contractors, Inc., 876 S.W.2d 791 (Mo. Ct. App. 1994), the Court considered the temporal scope of an AIA Waivers of Subrogation clause that was not interrelated with a Completed Project Insurance clause. In United H.R.B., the parties' contract contained a waiver of all claims "for damages caused by fire or other perils to the extent covered by . . . any other property insurance applicable to the Work," with "the Work" "comprising the completed construction required by the Contract Documents." Id. at 792-93. The court determined that the Waivers of Subrogation clause and the definition of "Work" were ambiguous as to whether the waivers would or even could continue after building completion and final payment. To discern the meaning of the ambiguous contract language, the court examined other parts of the contract, in an effort to harmonize them. In particular, it noted that the contract also included a Final Payment Waiver Exception clause. (By making final payment, the owner waived all claims, "'except those arising from faulty or defective Work.'" Id. at 794.) It concluded that the plain language of that clause was inconsistent with an interpretation of the Waivers of Subrogation clause as surviving beyond the time of final payment. Reasoning that the Final Payment Waiver Exception clause is more specific than the Waivers of Subrogation clause, the court held that the Waivers of Subrogation clause necessarily terminated upon completion of the project and final payment. It explained: We agree that "work" includes the completed structure, but only for the time interval between the completion of the building and final payment. We find that the completed structure is no longer "work" after final payment is made and therefore the waiver of claims only applies to the completed structure up to the time of final payment. As a matter of construction, the Waivers of Subrogation clause is a general waiver provision whereas the Final Payment Waiver Exception clause and other related final payment provisions deal specifically with waivers which result from the making of final payment. . . . In construing contradictory provisions, we give preference to specific provisions over general provisions. A reasonable construction of the contract which reconciles the two paragraphs is that . . . the Waivers of Subrogation clause . . . is applicable prior to final payment and the Final Payment Waiver Exception clause is . . . effective after final payment. We find that the making of final payment terminated the general waiver of the Waivers of Subrogation clause . . .Id. at 794-95.