Western Contracting Corp. Vs. Sooner Contracting Co.

Team #18:
Nathan Wadley
Brandon Billy
Mark Bachman
Robert Pflugh
Ziyun Zhu

In March 1963, Western Contracting Corp. and Sooner Construction Co. began
negotiations on the pricing of 17,220 tons of asphalt pavement for Tinker Air Force Base in
Oklahoma. In a letter, dated, March 25, 1963, Sooner confirmed an orally quoted price of $8.32
per ton of asphalt via letter; however, if Western Contracting were to make full payment by the
10th of the month, they would receive a 50 discount on every ton of asphalt. On July 15, 1963, a
meeting was had at Tinker Air Force base between several parties of Western, Sooner, and the
United States Corp of Engineers. After the meeting, Mr. Hastie of Western Contracting and a Mr.
Lemon of Sooner Construction allegedly came to an oral agreement of a subcontract and a price
on the asphalt minus the 50 discount.
Mr. Hastie forwarded the subcontract, which was to be signed and executed by Sooner.
The subcontract contained a price of $7.82 per ton on the asphalt mix. However, the order did
not provide full payment by the 10th, so Sooner did not execute the subcontract. In a court
hearing, Mr. Lemon of Sooner denied that he and Mr. Hastie had ever agreed on an oral
subcontract that allowed Western to not provide payment by the 10th of the month. Mr. Pybas, a
superintendent at Sooner, also denied there ever being a subcontract. In fact, Mr. Pybas claimed
he was with Mr. Lemon at all times during the meeting at Tinker Air Force Base and did not see
the negotiations occur between the two parties. Mr. Lemon also testified that after receiving the
subcontract from Mr. Hastie, he made several phone calls dismissing the discounted price on the
asphalt mix. Mr. Hastie also acknowledged that he had several telephone conversations with Mr.
Lemon and offered a compromise but never received a definite answer from Mr. Lemon as to
whether the compromise was agreed upon.
Western provided several details to prove the fact that an estoppel agreement was met
between Western and Sooner. Some of these details were providing insurances on equipment

necessary for the project, working with the Corp of Engineers to create a hot asphalt mix to meet
the specifications needed, and providing Western with a small sample of the mix created. All of
these things led Western to believe that Sooner was indeed going to follow through with the
subcontract under the alleged oral agreement. Sooner did not deny any of these actions but
claimed they were normal preparations for this kind of project, with the exception of providing
the small sample. Sooner claimed that this order was by Western Contracting Corp. for their own
work and was provided to them to maintain good business relations, but the order did not act on
any of the work specified by the subcontract and did not move onto the job site.
After some trouble with the Corp of Engineers to meet the specifications necessary for
the hot mix asphalt, the negotiations between Western and Sooner were terminated. Six months
later, in late September of 1963, Sooner provided Western with a new subcontract to be agreed
upon with six amendments. One of these amendments was that Sooner was to be provided full
payment for the paving within 45 days of each of the three phases of work respectively.
However, Western not only disapproved of the amendment for payment with 45 days, but they
disapproved the price of $8.32 per ton as well. Finally, at a meeting on September 29th and 30th,
negotiations were said to be terminated due to delinquency in following through with the
subcontract on the part of Sooner and lack of agreement on the amendments provided by Sooner.
Due to this lack of agreement, Western executed a subcontract with Metropolitan Paving
Company for a price of $8.53 per ton of hot mix asphalt and therein sued Sooner for the
difference of $16, 957.08 for their delinquency in following through with the subcontract.
The courts ruled that it was what unclear whether Mr. Hastie and Mr. Lemon had reached
an oral contract on the day of July 15, 1963, as Mr. Hastie claimed they did while Mr. Lemon
and Mr. Pybas claimed they did not, despite the fact the courts found that Sooner was very clear

that payment must be provided by the 10th of the month, in order to receive the discounted price.
Western did not meet this requirement and thus was not entitled to the discounted price.
Therefore, no agreement of subcontract was met and Sooner did not have to follow through on
the subcontract. With these details in mind, it was ruled that the plaintiff, Western Contracting
Corp, was not entitled to the judgement they sought after.
This case is important to the Civil Engineering profession not only because of its subject
matter regarding an infrastructure project, but by the business ethics that came into question.
Western claimed they were lead to believe, by the actions of Sooner, that the subcontract would
be met. However, Sooner claimed that these actions were only normal preparations for any
project and did not accept the subcontract forwarded by Mr. Hastie and expected Western to meet
the requirements previously quoted in the letter from March 1963. The evidence showed that no
clear oral agreement was met during the July 15th meeting, and acceptance of the subcontract was
not absolute. This should serve as a lesson learned in creating estoppel and making sure that all
actions between two parties are clear with full disclosure.

REFERENCES
WESTERN CONTRACTING CORP V. SOONER CONSTRUCTION CO. http://www.leagle.com/decision/1966419256FSupp163_1390.xml/WESTERN
%20CONTRACTING%20CORP.%20v.%20SOONER%20CONSTRUCTION%20CO.