• May 25, 2018

Rumplestiltskin is a bizarre fairy tale that begins with a very difficult situation for a young woman. (Scholars have suggested that the tale is over 4,000 years old, which might explain how weird it is. Very old stories are often very weird.) The young woman’s father, a miller, boasted that his daughter could convert straw into gold. A powerful person (a king, in fact) decided to incarcerate the unfortunate young woman, threatening to kill her unless she converted straw into gold for him. She managed to do so with a little help (with strings attached, of course) from an ugly magical creature.

We will not recite the entire story (you can refresh your recollection here) but we were reminded of it in reviewing the recently filed lawsuit of Ameron Water Transmission Group v. Carstensen Contracting, et al.

Ameron’s complaint suggests that it was put in a tough spot like the miller’s daughter, being required to meet contract specifications that were “voluminous, repetitive, confusing, and contain many errors including misspellings, bad grammar, and incorrect references” (Compl. Para. 37) and being required to perform validation testing that was “highly vague, confusing, and defective” (Compl. Para. 47). Consequently, Ameron has brought a lawsuit seeking a judicial declaration that it cannot be bound by its adversaries’ impossible contractual terms.

Some readers might testily respond that Ameron should have figured that out before they put in their $3 million+ bid to perform the contract.

Others might as quickly opine that one cannot bind a party to perform an unperformable contract.

What if we add that the person who wrote the specifications was allegedly not a Minnesota licensed engineer? Would that change some readers minds?

This lawsuit is a variant on the “Can it box pasta or not?” kind of legal dispute that we’ve covered in the past (or the egg carton moulding machine case). With a twist, of course. In these cases, the parties entered into contracts and the basic question is, “Does the product meet the specification or not?”

Our lament about such cases is that often the dispute is not over a legal question. The dispute (superficially, at least) seems to be a factual question. Moreover, it often seems like the factual question should be cheaply verifiable (or falsifiable). So sometimes these cases fall under the rubric of “zombie cases,” defined as business disputes where there are no actual disputes as to the facts and no actual disputes as to the law. These suits are often caused by one party simply not having the money to pay for the agreed-upon work (or not having the money to pay for their botched work).

This case could be different, however. There may be some interesting legal questions tied up in the fact questions (such as the relevance (or not) of the license status of the author of the contract specifications). We will be monitoring the case.

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