Knight v. TCB CONST. AND DESIGN, LLC
2011 WL 565625
| Wyo. | 2011Background
- Knight contracted with Deerwood Log Homes to build a log home; Deerwood was terminated and a settlement followed.
- Knight later contracted with Turner to finish the project under a time-and-materials agreement with a 33% markup, targeting November 2008 completion.
- Turner organized TCB Construction and Design as an LLC on Sept 5, 2008; an Addendum dated Sept 10, 2008 had TCB Construction, LLC complete the project for a flat price of $400,000 less $80,000 already paid, and referenced other contracts (Solar/Wind Array and Generator Building).
- In December 2008 Knight terminated TCB Construction, LLC, hired S & J Log Construction to finish, and sued TCB Construction, Turner, individually, for multiple claims.
- The district court held that the Addendum superseded the Agreement, converted the contract to a flat fee, and shielded Turner’s estate from liability; Knight appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the Addendum supersede the first Agreement? | Knight argues the first Agreement remained operative. | Turner/LLC contends the Addendum controlled and rescinded the Agreement. | Yes; the Addendum superseded the Agreement, limiting Turner's liability. |
| Was the district court's damages calculation correct? | Knight claims the damages method yields an impermissible windfall. | Court used a proper damages framework placing Knight where he would be after full performance. | Yes; damages calculated consistent with law and evidence; no error. |
Key Cases Cited
- Terris v. Kimmel, 2010 WY 110, 236 P.3d 1022 (Wy. 2010) (contract interpretation and de novo review of questions of law)
- Double Eagle Petroleum & Mining Corp. v. Questar Exploration & Production Co., 2003 WY 139, 78 P.3d 679 (Wy. 2003) (de novo review of questions of law in contract interpretation)
- Horse Creek Conservation Dist. v. State ex rel. Wyo. Attorney Gen., 2009 WY 143, 221 P.3d 306 (Wy. 2009) (statutory interpretation and public interest considerations in contracts)
- Roussalis v. Wyo. Med. Ctr., 2000 WY 4, 4 P.3d 209 (Wy. 2000) (evidence and intent in contract rescission implied by conduct)
- Williston on Contracts (cited for reference), 11 Williston, Contracts § 30:25 (—) (incorporation of terms by reference (not a case, but treated as authority))