                                                                                   FILED
                                                                              09/06/2017, 11:00 am
                                                                                   CLERK
                                                                               Indiana Supreme Court
                                                                                  Court of Appeals
                                                                                    and Tax Court




ATTORNEYS FOR APPELLANT                                    ATTORNEY FOR APPELLEE
Matthew L. Kelsey                                          Mark J. Crandley
James R. Williams                                          Barnes & Thornburg LLP
Defur Voran LLP                                            Indianapolis, Indiana
Muncie, Indiana



                                            IN THE
    COURT OF APPEALS OF INDIANA

RQAW Corporation,                                          September 6, 2017
Appellant-Plaintiff,                                       Court of Appeals Case No.
                                                           58A01-1704-PL-745
        v.                                                 Appeal from the Ohio Circuit
                                                           Court
Dearborn County, Indiana,                                  The Honorable Clay M.
Appellee-Defendant.                                        Kellerman, Special Judge
                                                           Trial Court Cause No.
                                                           58C01-1308-PL-3



Bradford, Judge.




Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017                            Page 1 of 18
                                           Case Summary
[1]   In September of 2010, Appellant-Plaintiff RQAW Corporation (“RQAW”)

      entered into a contract (“the Contract”) with Appellee-Defendant Dearborn

      County, Indiana (“the County”), for certain architectural services connected to

      a project to renovate and expand the Dearborn County Jail (“the Project”).

      The Contract provided that RQAW would complete a Pre-Design Study, which

      would evaluate how to best meet the County’s then-current and future needs.

      In relation to the Pre-Design Study, the parties agreed that the County would

      pay RQAW the sum of $90,000. The Contract further indicated that any

      further work and the cost for such work would be determined at a later time.

      RQAW completed the Pre-Design Study and the County paid RQAW the

      agreed-upon $90,000. After completion of the Pre-Design Study, the County

      decided to seek proposals from a number of architectural firms in connection to

      the design, bidding, and construction phases of the Project. Although RQAW

      submitted a proposal for this work, the County ultimately decided to move

      forward on the Project with a different architectural firm.


[2]   RQAW subsequently filed suit, alleging that the County had breached its

      contract with RQAW. RQAW also alleged that it was entitled to recover

      damages under the equitable theory of unjust enrichment. As to RQAW’s

      breach of contract claim, the parties filed competing motions for summary

      judgment. As to RQAW’s equitable claim, the County filed a motion for

      judgment on the pleadings. Following a hearing, the trial court granted the

      County’s motion for summary judgment, denied RQAW’s motion for summary

      Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 2 of 18
      judgment, and granted the County’s motion for judgment on the pleadings.

      RQAW challenges these rulings on appeal. We affirm.



                              Facts and Procedural History
[3]   In 2010, the County was faced with the need to complete the Project, which

      would result in necessary updates and/or additions to the Dearborn County

      Jail. In an effort to determine how to best serve its then-current and future

      needs, on September 21, 2010, the County entered into a contract with RQAW

      for certain architectural services, including a Pre-Design Study. The Contract

      indicated that following completion of the Pre-Design Study, RQAW would

      provide the County with recommendations as to how RQAW believed the

      County could best meet its needs.


[4]   The parties’ Contract was made up of two standard AIA documents,1

      Document B102-2007 and Document B201-2007. Document B102-2007

      provided a generalized scope of RQAW’s basic services and made only a

      general reference to the phases of the Project which would come after the Pre-

      Design Study was completed. Document B102-2007 also provided certain

      provisions relating to the termination or suspension of the Contract. As to




      1
        AIA is the acronym for the American Institute of Architects. The AIA had created a number of standard
      contracts for architectural work. These contracts meet nation-wide standards and may be used by architects
      across the country if the architects so choose. See https://www.aiacontracts.org/for-architects (last visited
      August 24, 2017).

      Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017                       Page 3 of 18
      termination of the Contract, Document B102-2007 provided, in relevant part, as

      follows:


              § 5.5 The [County] may terminate this Agreement upon not less
              than seven days’ written notice to [RQAW] for the [County’s]
              convenience and without cause.
              § 5.6 In the event of termination not the fault of [RQAW],
              [RQAW] shall be compensated for services performed prior to
              termination, together with Reimbursable Expenses then due and
              all Termination Expenses as defined in Section 5.7.
              § 5.7 Termination Expenses are in addition to compensation for
              [RQAW’s] services and include expenses directly attributable to
              termination for which [RQAW] is not otherwise compensated,
              plus an amount for [RQAW]’s anticipated profit on the value of
              the services not performed by [RQAW].


      Appellant’s App. Vol. III, p. 74. Document B201-2007 provided a detailed

      description of RQAW’s obligations and the services that RQAW would provide

      under each of the phases of the project including: (1) the Pre-Design Study, (2)

      the schematic design phase, (3) the design development phase, (4) the

      construction documents phase, (5) the competitive bidding phase, and (6) the

      construction phase. It also detailed additional services that would be provided

      by RQAW throughout the project. Neither Document B102-2007 nor B201-

      2007 provided a detailed scope of work or specific cost for the phases of the

      Project that would come after the Pre-Design Study, stating that such

      information would be determined at a later date.


[5]   After completion of the Pre-Design Study, the Dearborn County Board of

      Commissioners, the arm of the County government which had been direct


      Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 4 of 18
      contact with RQAW during the Pre-Design Study, presented RQAW’s

      recommendations to the Dearborn County Council. The Council is the fiscal

      body for the County and is the body responsible for appropriating funds to pay

      for the Project.2 At the Council’s insistence, the Commissioners sought and

      accepted proposals for the design, bidding, and construction phases of the

      Project from a number of architectural firms, including RQAW. Although it

      believed that the Contract covered these additional phases, RQAW submitted a

      proposal for the scope of work that would be included in the design, bidding,

      and construction phases. The proposal also included the cost to complete these

      phases.


[6]   Ultimately, the County chose the proposal submitted by another architectural

      firm. On July 19, 2012, the County sent a letter to RQAW informing RQAW

      that as RQAW had completed the Pre-Design Study and the $90,000 fee had

      been paid in full, the parties’ Contract would be “deemed closed as of July 26,

      2012.” Appellant’s App. Vol. IV, p. 73. The July 19, 2012 letter further stated

      that “[a]s a matter of record, the Dearborn County Board of Commissioners

      does not wish to extend the contract nor negotiate any fees with RQAW for any




      2
        Absent funding approval from the Council, the Commissioners do not have the authority to spend the
      County’s money. A representative of RQAW acknowledged as much stating that a project “dies” when the
      Council refuses to appropriate money for a project. Appellant’s App. Vol. IV, p. 57. It is of note that as of
      the date that the parties entered into the Contract, the Council had only approved funding for the Pre-Design
      Study phase of the Project, and not for the entire Project.

      Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017                      Page 5 of 18
      future phases of the proposed project at this time.” Appellant’s App. Vol. IV, p.

      73.


[7]   RQAW subsequently filed suit, alleging that the County had breached the

      parties’ Contract. In alleging that the County had breached the parties’

      Contract, RQAW acknowledged that both RQAW and the County met their

      obligations in connection to the Pre-Design Study. RQAW also acknowledged

      that that under Section 5.5 of the Contract, the County could terminate the

      Contract at any time so long as it gave RQAW seven days notice of the

      termination and paid certain sums to RQAW. RQAW alleged, however, that

      because the Contract covered the entire Project, the County breached the

      Contract by failing to pay termination expenses as provided for in Sections 5.6

      and 5.7 of the Contract. For its part, the County argued that it was not required

      to pay termination expenses because the Contract applied only to the Pre-

      Design Study phase of the Project. Thus, the County claimed that it had met

      all of its obligations under the terms of the Contract.


[8]   RQAW also alleged that it was entitled to recover damages under the equitable

      theory of unjust enrichment. In doing so, RQAW incorporated its assertions

      relating to its breach of contract claim and asserted the following:


              23. The architectural and engineering services provided by
              [RQAW] to [the County] related to the Dearborn County Jail
              renovation and addition project resulted in benefit to the
              [County].
              24. [RQAW] undertook these efforts with an expectation of
              payment for its services pursuant to the Contract.
              25. It is unjust to allow [the County] to retain the benefit of
      Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 6 of 18
               [RQAW]’s architectural and engineering services without paying
               [RQAW] for the value of its services.


       Appellant’s App. Vol. III, p. 18.


[9]    As to RQAW’s breach-of-contract claim, the parties filed competing motions

       for summary judgment. As to RQAW’s equitable claim, the County filed a

       motion for judgment on the pleadings. The trial court conducted a hearing on

       the parties’ motions on December 19, 2016. On March 14, 2017, the trial court

       granted the County’s motion for summary judgment, denied RQAW’s motion

       for summary judgment, and granted the County’s motion for judgment on the

       pleadings. This appeal follows.



                                   Discussion and Decision
[10]   RQAW contends that the trial court erred in entering summary judgment in

       favor of the County. It also contends that the trial court erred in granting the

       County’s motion for judgment on the pleadings. We will discuss each

       contention in turn.


                                       I. Summary Judgment
[11]   RQAW contends on appeal that the trial court erred in granting summary

       judgment in favor of the County. Again, in reviewing the propriety of the trial

       court’s award of summary judgment, the question before us on appeal is

       whether the trial court properly determined that the County did not breach the

       terms of the Contract by failing to pay RQAW the termination expenses

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 7 of 18
       outlined in sections 5.6 and 5.7 of the Contract after the County elected to

       engage the services of a different architectural firm for all remaining phases of

       the Project.


                                        A. Standard of Review
[12]           This Court reviews grants of summary judgment de novo, giving
               no deference to the trial court’s judgment. Ind. Dep’t of Corr. v.
               Swanson Servs. Corp., 820 N.E.2d 733, 736-37 (Ind. Ct. App.
               2005). We apply the same standard as the trial court: summary
               judgment is appropriate only if the designated evidence shows
               that there is no genuine issue of material fact and that a party is
               entitled to judgment as a matter of law. Id. at 736; Indiana Trial
               Rule 56(C). Cross-motions for summary judgment do not alter
               the standard of review; each motion will be considered separately
               to determine whether the moving party is entitled to judgment as
               a matter of law. Swanson, 820 N.E.2d at 737. If the trial court’s
               grant of summary judgment can be sustained on any theory or
               basis in the record, we will affirm. Id.


       Sasso v. Warsaw Orthopedic, Inc., 45 N.E.3d 835, 839-40 (Ind. Ct. App. 2015),

       trans. denied. “The construction of a written contract is generally a question of

       law for the court, making summary judgment particularly appropriate in

       contract disputes.” Id. at 840.


                                                  B. Analysis
[13]   “To be valid and enforceable, a contract must be reasonably definite and

       certain.” Id. (citing Conwell v. Gray Loon Outdoor Mktg. Group, Inc., 906 N.E.2d

       805, 813 (Ind. 2009)). “It must ‘provide a basis for determining the existence of

       a breach and for giving an appropriate remedy.’” Id. (quoting McLinden v. Coco,

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 8 of 18
       765 N.E.2d 606, 613 (Ind. Ct. App. 2002)). “The law is well established that a

       mere agreement to agree at some future time is not enforceable.” Wolvos v.

       Meyer, 668 N.E.2d 671, 674 (Ind. 1996) (citing Wallace v. Mertz, 86 Ind. App.

       185, 191, 156 N.E.2d 562, 564 (1927)).

               Nevertheless, parties may make an enforceable contract which
               obligates them to execute a subsequent final written agreement:
                       It is quite possible for parties to make an enforceable
                       contract binding them to prepare and execute a
                       subsequent final agreement. In order that such may
                       be the effect, it is necessary that agreement shall have
                       been expressed on all essential terms that are to be
                       incorporated in the document. That document is
                       understood to be a mere memorial of the agreement
                       already reached. If the document or contract that the
                       parties agree to make is to contain any material term
                       that is not already agreed on, no contract has yet
                       been made; the so-called “contract to make a
                       contract” is not a contract at all.
               1 Arthur Linton Corbin and Joseph M. Perillo, Corbin on
               Contracts § 2.8 at 133-34 (rev. ed. 1993) (footnotes omitted); see
               also International Shoe Co. v. Lacy, 114 Ind. App. 641, 53 N.E.2d
               636 (1944). Our Court of Appeals more recently discussed this
               issue in McMahan Construction Co. v. Wegehoft Bros., Inc., 170 Ind.
               App. 558, 354 N.E.2d 278 (1976), stating that “[a] well known
               rule provides that mere reference to a more formalized contract
               does not void the presently existing agreement.”


       Id. at 674-75 (brackets in original).


[14]   In Wolvos, the Indiana Supreme Court considered the enforceability of an

       option contract involving the sale of a piece of property. Id. at 674-78. In doing

       so, the Court stated the following:

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 9 of 18
               The question of whether an agreement is an enforceable option
               contract or merely an agreement to agree involves two
               interrelated areas: “intent to be bound and definiteness of terms.”
               See generally 1 Arthur Linton Corbin and Joseph M. Perillo,
               Corbin on Contracts § 2.8 at 131 (rev. ed. 1993). According to
               the Restatement (Second) of Contracts § 33 cmt. f (1979),
               “[p]romises may be indefinite.... The more important the
               uncertainty, the stronger the indication is that the parties do not
               intend to be bound; minor items are more likely to be left to the
               option of one of the parties or to what is customary or
               reasonable.”


       Id. at 675. We find that the same “interrelated areas” apply equally to the

       question before us on appeal.


                                             1. Intent to be Bound

[15]   “We first examine whether the parties intended to be bound by the agreement,

       or whether they intended that they would be bound only after executing a

       subsequent written document.” Id. “When one enters into an agreement with

       the understanding that neither party is bound until a subsequent formal written

       document is executed, no enforceable contract exists until the subsequent

       document is executed.” Id. As to the Pre-Design Study, it is undisputed that

       the parties intended to be bound by the terms of the Contract. A dispute arises,

       however, as to whether the parties intended for the Contract to bind them for

       the remaining portions of the Project.


[16]   In order to determine the parties’ intent, we must review the terms of the

       contract at issue. See Four Seasons Mfg., Inc. v. 1001 Coliseum, LLC, 870 N.E.2d



       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 10 of 18
       494, 501 (Ind. Ct. App. 2007) (providing that “the parties’ intent is determined

       from the four corners of the document”).


               We review the contract as a whole, attempting to ascertain the
               parties’ intent and making every attempt to construe the
               contract’s language “so as not to render any words, phrases, or
               terms ineffective or meaningless.” [Four Seasons Mfg., 870 N.E.2d
               at 501]. “And, in reading the terms of a contract together, we
               keep in mind that the more specific terms control over any
               inconsistent general statements.” DLZ Ind., LLC v. Greene Cty.,
               902 N.E.2d 323, 328 (Ind. Ct. App. 2009).


       B&R Oil Co., Inc. v. Stoler, 77 N.E.3d 823, 827-28 (Ind. Ct. App. 2017).


[17]   While we acknowledge that the County designated some evidence which could

       potentially indicate that it intended for the Contract to bind it only for the Pre-

       Design Study phase of the Project, for the purpose of reviewing the trial court’s

       award of summary judgment to the County, we will limit our review only to the

       terms of the Contract. Again, the parties’ Contract was made up of two

       standard AIA documents, Document B102-2007 and Document B201-2007.

       Document B102-2007 provided a generalized scope of RQAW’s basic services

       and made only a general reference to the phases of the Project which would

       come after the Pre-Design Study was completed. Document B201-2007, on the

       other hand, provided a detailed description of RQAW’s obligations and the

       services that RQAW would provide under each of the phases of the project

       including: (1) the Pre-Design Study, (2) the schematic design phase, (3) the

       design development phase, (4) the construction documents phase, (5) the



       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 11 of 18
       competitive bidding phase, and (6) the construction phase. It also detailed

       additional services that would be provided by RQAW throughout the project.


[18]   It is well-settled that when interpreting a contract, “[t]he contract is to be read

       as a whole when trying to ascertain the parties’ intent, and we will make all

       attempts to construe the language in a contract so as not to render any words,

       phrases, or terms ineffective or meaningless.” Four Seasons Mfg., 870 N.E.2d at

       501 (citing S.C. Nestel, Inc. v. Future Constr., Inc., 836 N.E.2d 445, 450 (Ind. Ct.

       App. 2005)). Accordingly, we will “accept an interpretation of the contract that

       harmonizes its provisions, as opposed to one that causes the provisions to

       conflict.” Id. (citing Nestel, 836 N.E.2d at 450). In this case, given that both

       Document B102-2007 and Document B201-2007 make up the parties’ Contract,

       we must read these documents together in order to determine the parties’ intent.

       When read together as a whole, these documents seem to suggest that the

       parties intended that RQAW would provide architectural services for all phases

       of the Project.


                                               2. Essential Terms

[19]   We next turn our attention to whether the Contract lacked such essential terms

       as to render the contract unenforceable. In Wolvos, the Indiana Supreme Court

       held that


               [t]he contract which is sought to be specifically executed, ought
               not only to be proved, but the terms of it should be so precise as
               that neither party could reasonably misunderstand them. If the
               contract be vague or uncertain, or the evidence to establish it be
               insufficient, a court of equity will not exercise its extraordinary
       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 12 of 18
               jurisdiction to enforce it, but will leave the party to his legal
               remedy.


       668 N.E.2d at 675 (quoting Burk v. Mead, 159 Ind. 252, 257, 64 N.E. 880, 882

       (1902), which quoted Colson v. Thompson, 15 U.S. 336, 341 (1817)).

       “Enforcement of a writing which is incomplete or ambiguous creates the

       substantial danger that the court will enforce something neither party

       intended.” Id. (citing Cline v. Strong, 52 Ind. App. 286, 288, 100 N.E. 569, 570

       (1913)).


[20]   In Sasso, we concluded that a contract in which the parties explicitly

       contemplated that they would enter into a subsequent written addendum, but

       failed to do so, lacked an essential term and was therefore unenforceable. 45

       N.E.3d at 840-41. The contract at issue in Sasso indicated that SEE LLC would

       be entitled to either 5% or 2.5% of the net sales of certain medical devices. Id.

       at 841. The contract provided that the parties would subsequently create an

       addendum to the contract which would list the medical device products which

       were to be covered by the contract. Id. The parties, however, “never created an

       addendum listing the products to be covered.” Id. We determined that the

       addendum would not be a mere memorial or the agreement already reached,

       but rather would be a future agreement by the parties over material terms of the

       contract. Id. Upon review, we concluded that the absence of the addendum

       rendered the parties’ contract unenforceable for two reasons: (1) there was no

       basis for determining whether a breach occurred and (2) there was no basis for

       giving an appropriate remedy. Id. In reaching this conclusion, we noted that

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 13 of 18
       “[b]ut since the definition of ‘Medical Device’ depends on the addendum, and

       since the addendum does not exist, a court would have no way of determining

       the damages; 5% or 2.5% of what?” Id. (emphasis in original).


[21]   In the instant matter, it is undisputed that a valid contract exists with regard to

       the Pre-Design Study. As to that phase, the contract is reasonably definite and

       certain as it contains all essential terms, i.e., the parties, the scope of work to be

       completed, and the cost of such work.


[22]   By contrast, however, with regards to all phases coming after the Pre-Design

       Study, the Contract lacks two of the three above-listed essential terms.

       Specifically, the Contract does not include either the scope of work to be

       completed or the cost of such work. The Contract indicates that such terms will

       be determined at a later date. Undoubtedly, the scope of the work to be

       completed and the cost of such work are essential terms to a construction and

       design contract. Without these terms, it would be impossible to determine

       whether a future breach occurred and, if so, what damages would be

       appropriate. As such, if we were to enforce the Contract against the parties, we

       would create the substantial danger of enforcing something that neither party

       intended. See Wolvos, 668 N.E.2d at 675. Thus, as to all phases coming after

       the Pre-Design Study, there was no enforceable contract.


                                                  3. Conclusion

[23]   While we believe that the terms of the Contract suggest that the parties intended

       that RQAW would provide the necessary architectural services for the entire


       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 14 of 18
       Project, we agree with the trial court’s determination that the Contract lacked

       several essential terms relating to all post-Pre-Design Study phases.

       Specifically, the Contract lacked the following essential terms: scope of work

       and overall cost of the project. Without these essential terms, we must agree

       with the trial court’s determination that the contract was unenforceable as to all

       phases coming after the Pre-Design Study.


[24]   Because there was no enforceable contract for the phases coming after the Pre-

       Design Study, there can be no breach of contract with regards to those phases.

       As such, in granting summary judgment for the County, the trial court properly

       determined that, as a matter of law, there was no breach that would entitle

       RQAW to recover damages. We therefore affirm the trial court’s order

       granting summary judgment in favor of the County.


                                II. Judgment on the Pleadings
[25]   RQAW also contends that the trial court erred in granting the County’s motion

       for judgment on the pleadings in relation to RQAW’s equitable claim of unjust

       enrichment.

               A motion for judgment on the pleadings pursuant to Ind. Trial
               Rule 12(C) attacks the legal sufficiency of the pleadings. Rivera ex
               rel. Rivera v. City of Nappanee, 704 N.E.2d 131, 132 (Ind. Ct. App.
               1998), trans. denied (1999). A judgment on the pleadings is proper
               only when there are no genuine issues of material fact and when
               the facts shown by the pleadings clearly establish that the non-
               moving party cannot in any way succeed under the facts and
               allegations therein. Bledsoe v. Fleming, 712 N.E.2d 1067, 1069-70
               (Ind. Ct. App. 1999).

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 15 of 18
               In reviewing a trial court’s decision on a motion for judgment on
               the pleadings pursuant to T.R. 12(C), this court conducts a de
               novo review. Transcontinental Ins. Co. v. J.L. Manta, Inc., 714
               N.E.2d 1277, 1280 (Ind. Ct. App. 1999); Rivera, 704 N.E.2d at
               132. We look only to the pleadings in making this assessment.
               Schuman v. Kobets, 716 N.E.2d 355, 356 (Ind. 1999).

               We will accept as true the well-pleaded material facts alleged,
               and we will not affirm if there are any genuine issues of material
               fact. Id.; Transcontinental Ins., 714 N.E.2d at 1280. The moving
               party is deemed to have admitted well-pleaded facts in favor of
               the nonmovant, and this court will draw all reasonable inferences
               in favor of the non-movant. Transcontinental Ins., 714 N.E.2d at
               1280; Rivera, 704 N.E.2d at 132. We will affirm the trial court’s
               grant of a T.R. 12(C) motion for judgment when it is clear from
               the face of the pleadings that one of the parties cannot in any way
               succeed under the operative facts and allegations made therein.
               Transcontinental Ins., 714 N.E.2d at 1280.


       Eskew v. Cornett, 744 N.E.2d 954, 956-57 (Ind. Ct. App. 2001).


[26]   Here, like in Eskew, the construction of a contract is at issue.


               Since the trial rules require the pleader to attach to its complaint
               the written document upon which its action is premised, see T.R.
               9.2(A), we may look to both the complaint and the attached
               contract for purposes of determining the appropriateness of the
               court’s ruling on the motion for judgment on the pleadings.
               Gregory & Appel, Inc. v. Duck, 459 N.E.2d 46, 50-51 (Ind. Ct. App.
               1984). However, where allegations of a pleading are inconsistent
               with terms of a written contract attached as an exhibit, the terms
               of the contract, fairly construed, must prevail over an averment
               differing therefrom. Id. Furthermore, a moving party, for the
               purpose of the motion, concedes only the accuracy of the factual


       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 16 of 18
               allegations in his adversary’s pleadings; he does not admit
               assertions which constitute conclusions of law. Id.


       Id. at 957.


[27]   With respect to its claim for unjust enrichment, RQAW asserted the following

       in its complaint:

               22. [RQAW] realleges Paragraphs 1 through 21 of this
               Complaint as if set forth herein verbatim.[3]
               23. The architectural and engineering services provided by
               [RQAW] to [the County] related to the Dearborn County Jail
               renovation and addition project resulted in benefit to the
               [County].
               24. [RQAW] undertook these efforts with an expectation of
               payment for its services pursuant to the Contract.
               25. It is unjust to allow [the County] to retain the benefit of
               [RQAW]’s architectural and engineering services without paying
               [RQAW] for the value of its services.


       Appellant’s App. Vol. III, p. 18. However, as is stated above, review of the

       contract reveals that while the parties had agreed to an enforceable contract

       with regard to the Pre-Design Study, the parties had not agreed to an

       enforceable contract with regard to any of the phases that come after the Pre-

       Design Study. RQAW does not allege that it provided services for which it was

       not compensated in relation to the Pre-Design Study. We conclude that it is




       3
         Paragraphs one through twenty-one set forth certain undisputed facts and present RQAW’s breach of
       contract claim. These paragraphs allege that the County breached the contract with regards to all phases
       coming after the Pre-Design Study and that as a result, RQAW suffered damages.

       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017                    Page 17 of 18
       clear from the face of the pleadings that RQAW “cannot in any way succeed

       under the operative facts and allegations made therein.” Eskew, 744 N.E.2d at

       957. As such, we affirm the trial court’s judgment in this regard.



                                                Conclusion
[28]   In sum, we affirm the trial court’s award of summary judgment in favor of the

       County. We also affirm the trial court’s order granting the County’s motion for

       judgment on the pleadings as it relates to RQAW’s equitable claim of unjust

       enrichment.


[29]   The judgment of the trial court is affirmed.


       May, J., and Barnes, J., concur.




       Court of Appeals of Indiana | Opinion 58A01-1704-PL-745 | September 6, 2017   Page 18 of 18
