Harris United, LLC v. Welco Electrical Contractors, LLC

IN THE DISTRICT COURT OF LINCOLN COUNTY STATE OF OKLAHOMA HARRIS UNITED, LLC, Plaintiff, vs. WELCO ELECTRICAL CONTRACTORS, LLC, Defendant. VERIFIED PETITION COMES NOW Plaintiff, Harris United, LLC ("Harris United" or "Plaintiff"), by and through its undersigned counsel, and for its Verified Petition against Defendant, Welco Electrical Contractors, LLC ("Welco" or "Defendant"), states and alleges as follows: JURISDICTION AND VENUE 1. Plaintiff, Harris United, is an Oklahoma limited liability company with its principal place of business in Tulsa County, Oklahoma. 2. Defendant, Welco, is an Arkansas limited liability company with its principal place of business in Saline County, Arkansas. 3. The Court has jurisdiction over the parties hereto pursuant to 12 O.S. Supp. 2022, § 2004(F), and venue is proper herein pursuant to 12 O.S. §§ 131. FACTUAL BACKGROUND 4. Harris United is a general contractor that contracted to construct the Love's Travel Stop facility, designated as Love's #169, located at the Stroud Service Plaza on the Turner Turnpike, Stroud, Oklahoma 74079, in Lincoln County, Oklahoma (the "Project"). The real property upon which the Project was constructed is owned by the Oklahoma Turnpike Authority, and Love's Travel Stops & Country Stores, Inc. operates the Project as a tenant under a leasehold interest. The legal description of the subject real property (the "Real Property") is as follows: 70.90 AC MOL CHANDLER TRS 36-15-4 TR BEG SW/C SW/4 TH E-2641.18' TO SE/C SW/4 N 1540.68' S 77°53'17" W TO A POINT 1406.57' S 01°23'33" W OF NW/C SW/4 S 01°23'33" W 1032.7' TO POB Parcel No.: 15-4-36-100-001 5. On or about April 16, 2025, Harris United and Welco entered into a written Subcontract Agreement (collectively, the "Subcontract"), under which Welco agreed to perform electrical work on the Project. The original Subcontract amount was $514,200.00. Two approved change orders—Change Order #1 in the amount of $87,500.00 and Change Order #2 in the amount of $5,625.00—brought the total revised contract amount to $607,325.00. Subcontract attached hereto as Exhibit A. 6. The Subcontract, among other things, grants Harris United the right to supplement or correct Welco's deficient work, to offset the costs thereof against amounts otherwise owed to Welco, and to make direct payments to Welco's suppliers and back-charge those amounts to Welco. The Subcontract further conditions final payment, including retainage, on Welco's full performance and approval of all closeout documentation, as well as Harris United's receipt of final payment from the owner. 7. During the course of performance, Welco failed to fully and properly perform its obligations under the Subcontract. Harris United was required to supplement and correct Welco's deficient and incomplete electrical work and to make substantial direct payments to Welco's own suppliers and vendors in order to protect the Project and prevent third-party lien claims. Beginning in November and December 2025, Harris United began making direct payments to Welco's vendors on Welco's behalf in lieu of paying Welco directly. 8. To date, Harris United has made direct payments to Welco's suppliers and vendors on Welco's behalf totaling $216,711.65 and has incurred additional supplementation and corrective electrical work costs in the amount of $10,128.37. 9. Harris United has further assessed back-charges against Welco under the Subcontract totaling $79,677.47 for, among other things, deficient and incomplete work, replacement and completion of missing materials, warranty failures, storage costs, liquidated damages, and other Project-related costs. 10. When all contractually authorized back-charges, direct supplier payments, and supplementation costs are applied against the revised contract amount of $607,325.00, the total amount paid to and on behalf of Welco equals $613,273.65, resulting in a net overpayment. The Contract Summary prepared as of March 2, 2026, reflects that Welco owes $84,926.42 to Harris United—not the reverse. 11. On or about March 4, 2026, Welco submitted a pre-lien notice pursuant to 42 O.S. § 142.6, asserting an unpaid balance of $270,932.00 and reserving the right to file a Mechanic's and Materialman's Lien Statement against the Real Property. Pre-lien notice attached hereto as Exhibit B. 12. On or about March 6, 2026, Harris United, through counsel, sent Welco a written demand advising that, after applying Harris United's contractual offsets and direct vendor payments, no amount was owed to Welco under the Subcontract and that Welco in fact owed money to Harris United, and further demanding that Welco refrain from filing any mechanic's or materialman's lien against the Real Property. Demand Letter attached hereto as Exhibit C. 13. Despite receiving Harris United's written demand to refrain from filing, and with full knowledge that the Subcontract authorized Harris United's offsets and direct vendor payments, Welco filed a Mechanic's and Materialman's Lien Statement in the office of the County Clerk of Lincoln County, Oklahoma on March 25, 2026 (the "Lien"). The Lien asserts a claim of $270,932.00 against the Real Property, plus interest, attorneys' fees, and lien filing costs, and names the Oklahoma Turnpike Authority as Owner, Love's Travel Stops & Country Stores, Inc. as Operator, and Harris United as General Contractor. Lien Statement attached hereto as Exhibit D. 14. The Lien amount of $270,932.00 is false and unsupported. As set forth above, when the contractually authorized back-charges, offsets, direct payments to suppliers, and supplementation costs are properly applied, Welco does not have a receivable from Harris United of any amount—Welco holds a net liability to Harris United of $84,926.42. The Lien was filed with actual knowledge of these facts and in knowing disregard of their truth. 15. On March 31, 2026, Harris United, by and through its counsel, sent a second written demand letter via certified mail and email to Welco's counsel demanding the immediate release of the Lien (the "Release Demand Letter"). The Release Demand Letter reiterated that the Lien was filed with full knowledge of its invalidity, attached the Contract Summary reflecting the financial accounting demonstrating that Welco owes $84,926.42. Release Demand Letter attached hereto as Exhibit E. 16. As of the filing of this Petition, Welco has not released the Lien and has not executed any curative instrument. The Lien remains of record in Lincoln County, Oklahoma, creating an unlawful cloud on the Real Property's title and directly impairing the Project's marketability. FIRST CAUSE OF ACTION Quiet Title 17. Harris United adopts and incorporates by reference the allegations set forth in Paragraphs 1 through 16 above as if fully set forth herein. 18. Harris United holds a cognizable interest in the Real Property, free and clear of any lien asserted by Welco, as the General Contractor whose contractual obligations are directly burdened by the Lien. 19. Welco claims an adverse interest in the Real Property by virtue of the Lien in the amount of $270,932.00. 20. The Lien is invalid and of no force and effect because: (a) no amount is owed by Harris United to Welco under the Subcontract; (b) the contractually authorized offsets, back-charges, and direct vendor payments extinguish any claim by Welco and result in a net indebtedness from Welco to Harris United; (c) Welco failed to fully perform its Subcontract obligations, a condition precedent to final payment; and (d) Welco submitted false certifications that its suppliers had been paid in full when Harris United was required to pay them directly. 21. The continued recordation of the Lien clouds title to the Real Property and adversely affects Harris United's and the owner's ability to use, encumber, sell, or otherwise transact with respect to the Real Property. 22. Harris United is entitled to a judgment quieting title to the Real Property against any claim asserted by Welco, declaring the Lien invalid and of no force and effect, and ordering the Lien discharged of record; and awarding Harris United their costs and attorney's fees, and such other and further relief as the Court deems just and proper. SECOND CAUSE OF ACTION Declaratory Judgment 23. Harris United adopts and incorporates by reference the allegations set forth in Paragraphs 1 through 22 above as if fully set forth herein. 24. An actual and justiciable controversy exists between the parties regarding the validity and legal effect of the Lien. Harris United contends the Lien is invalid and that no amount is owed to Welco. Welco, by its refusal to release the Lien, contends otherwise. 25. The controversy is ripe for declaratory resolution. The Lien actively clouds title to the Real Property, the parties' rights under the Subcontract are fixed and determinable, and Harris United has no adequate remedy at law to promptly remove the cloud on title. 26. Harris United requests that the Court enter a declaratory judgment determining that: (a) the Lien is invalid, void, and of no force and effect; (b) no amount is owed by Harris United to Welco under the Subcontract; (c) Welco has no right to enforce or foreclose the Lien; and (d) Welco is obligated to execute and deliver a full, unconditional, recordable release of the Lien, together with costs, attorney's fees if applicable, and such other and further relief as the Court deems just and proper. THIRD CAUSE OF ACTION Slander of Title & Fraud 27. Harris United adopts and incorporates by reference the allegations set forth in Paragraphs 1 through 26 above as if fully set forth herein. 28. The filing and recording of the Lien constitutes a false and malicious communication disparaging Harris United's and the Property owners' title to and interest in the Real Property. 29. The Lien is false. When all contractually authorized offsets, back-charges, and direct vendor payments are properly applied, no amount is owed by Harris United to Welco—Welco owes $84,926.42 to Harris United. The Lien's assertion of a $270,932.00 unpaid debt is a false statement of fact regarding the status of the Real Property's title. 30. The Lien was filed with malice. Prior to filing, Welco received written notice from Harris United's counsel that the Subcontract's offset and direct-payment provisions eliminated any balance owed to Welco, and demanding that Welco refrain from filing. Welco filed the Lien anyway, demonstrating actual knowledge of its invalidity or, at minimum, reckless disregard for the truth. 31. As a direct and proximate result of Welco's wrongful filing, Harris United has suffered slander of title including impairment of the Real Property's marketability, interference with Project closeout, attorney's fees and litigation costs, and other economic losses in an amount to be proven at trial. 32. Harris United demands judgment against Welco for damages in the amount in excess of Seventy-Five Thousand Dollars ($75,000.00), plus costs, attorney's fees, and pre and post judgment interest, and such other and further relief as the Court deems just and proper. PRAYER WHEREFORE, premises considered, Harris United respectfully prays that this Court enter judgment in its favor on its quiet title claim against Welco, declaring the Lien invalid and of no force and effect, and ordering the Lien discharged of record, plus costs and attorney's fees; declaratory judgment that: (a) the Lien recorded as Instrument No. 2026-002137, Book 2653, Page 131, Lincoln County, Oklahoma, to be invalid, void, and of no force and effect; (b) that no amount is owed by Harris United to Welco under the Subcontract; (c) that Welco has no right to enforce or foreclose the Lien; and (d) that Welco is obligated to execute and deliver a full, unconditional, recordable release of the Lien; judgment in its favor on its slander of title claim against Welco in an amount in excess of $75,000.00, plus attorneys' fees, costs and pre and post-judgment interest; and such further relief as the Court deems just and proper. Respectfully Submitted, Trevor R. Henson, OBA No. 30104 J. Remington Huffman, OBA No. 36674 BARROW & GRIMM, P.C. 110 W. Seventh Street, Suite 900 Tulsa, OK 74119-1044 (918) 584-1600 (918) 585-2444 (Fax) [email protected] [email protected] ATTORNEYS FOR PLAINTIFF, HARRIS UNITED, LLC VERIFICATION STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. I, Jett Harris, President for Harris United, LLC, of lawful age, being first duly sworn upon oath, state that I have read the foregoing Petition, that I am familiar with the matters set forth therein, that the same are true and correct to the best of my knowledge and belief, and that I am authorized to make this Verification. [Signature] Jett Harris Subscribed and sworn to before me this 14th day of April, 2026. [SEAL] LESLEY NELSON NOTARY PUBLIC # 21003819 EXP. 03/19/29 STATE OF OKLAHOMA [Signature] Notary Public