DeMaria Bldg. Co., Inc. v. Lab. Design, Equip. & Installations LLC
24-882
N.C. Ct. App.Jun 18, 2025Background
- DeMaria Building Company (general contractor) hired Laboratory Design, Equipment & Installations LLC (LDEI) (subcontractor) to provide and install custom cabinets and countertops for a dental clinic project at Marine Corps Air Station New River.
- LDEI submitted a bid and signed a subcontract agreement on September 10, 2020, but DeMaria did not countersign until over two years later, after work and payments had begun.
- The agreement included terms for price adjustments via change orders, specifically allowing increased payment for material cost increases if proper documentation was provided.
- LDEI began manufacturing and completed the goods in 2022, requested a change order for $25,582 due to COVID-19-related material costs, but refused to deliver/install until compensation was approved.
- DeMaria denied the change order after requesting, but not receiving, timely documentation, and LDEI ultimately refused to deliver/install as per contract deadlines.
- DeMaria filed suit for breach of contract, obtained a temporary restraining order, and was eventually granted summary judgment by the trial court, which LDEI appealed, arguing no valid contract was formed due to the delay in countersignature.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether UCC or common law governs | The contract is predominantly for goods | Treated contract as service-based (common law) | UCC governs as sale of goods predominates |
| Whether a valid contract was formed | Conduct and partial performance show intent and binding agreement | No valid mutual assent; countersignature unreasonably delayed | Valid contract formed via conduct and performance |
| Whether breach occurred | LDEI failed to deliver/install as required by the contract | No breach, since contract validity is disputed | LDEI breached by not delivering/installing goods |
| Propriety of summary judgment for DeMaria | No material facts in dispute; judgment appropriate | Factual issue exists on contract formation | No issue of material fact; summary judgment affirmed |
Key Cases Cited
- Fordham v. Eason, 521 S.E.2d 701 (N.C. 1999) (UCC contract formation can be established by conduct even if not signed by both parties)
- In re Will of Jones, 669 S.E.2d 572 (N.C. 2008) (summary judgment is appropriate only with no genuine issue of material fact)
- Poor v. Hill, 530 S.E.2d 838 (N.C. Ct. App. 2000) (breach of contract elements: valid contract and breach)
- Kidd v. Early, 222 S.E.2d 392 (N.C. 1976) (summary judgment burden is on movant; evidence viewed in light most favorable to non-movant)