Knight v. TCB Construction & Design, LLC
2011 WY 27
| Wyo. | 2011Background
- Knight contracted with Deerwood Log Homes to build a log home; Deerwood terminated and a settlement followed.
- Knight then contracted on Aug. 28, 2008 with Turner to finish the project under a time-and-materials arrangement with 33% markup.
- Turner organized TCB Construction and Design as an LLC on Sept. 5, 2008.
- On Sept. 10, 2008 the Addendum, signed by Knight and Turner, stated TCB Construction, LLC would complete the project for a fixed price of $400,000 (less $80,000 already paid) and referenced two other contracts (Solar/Wind Array and Generator Building).
- By December 2008 Knight terminated TCB Construction, LLC; Knight then hired S & J Log Construction to finish the project.
- The district court held the Addendum superseded the original Agreement, limited Turner’s liability, and awarded Knight $31,850.37 in damages; Knight appealed arguing liability and damages methodology.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Addendum superseded the first Agreement | Knight contends the first Agreement remained operative | Turner/LLC argues the Addendum superseded and controlled | Addendum controlled; Turner not personally liable |
| Whether the district court method of calculating damages was correct | Knight argues damages method produced windfall and is improper | LLC argues proper methodology was used to reflect proven damages | Damages calculation proper and not an abuse of discretion |
Key Cases Cited
- Terris v. Kimmel, 2010 WY 110 (Wy. 2010) (contract interpretation and de novo review of unambiguous language)
- Horse Creek Conservation Dist. v. State ex rel. Wyo. Attorney Gen., 2009 WY 143 (Wy. 2009) (interpretation of contracts and intent; de novo review)
- Double Eagle Petroleum & Mining Corp. v. Questar Exploration & Production Co., 2003 WY 139 (Wy. 2003) (contract interpretation and standard of review for legal questions)
- Roussalis v. Wyo. Med. Ctr., 4 P.3d 209 (Wy. 2000) (rescission evidenced by conduct and surrounding circumstances)
- Pribble v. State Farm Mut. Auto. Ins. Co., 933 P.2d 1108 (Wy. 1997) (contracts incorporated by reference when terms are identifiable)
- Winter v. Pleasant, 2010 WY 4 (Wy. 2010) (measure of contract damages—place plaintiff in as-if-performing position)