Premier Const. Co., Inc. v. Maple Glen Apts. & Townhomes, Ltd.
159 N.E.3d 1201
Ohio Ct. App.2020Background
- Premier Construction supplied building materials for Maple Glen’s 18‑unit apartment project after Maple Glen’s owner, Indira Murthy, signed Premier’s written estimate in September 2017.
- The estimate listed descriptions, unit prices, and a $165,666.08 grand total; the Qty column was left blank but the Total/Each and Total columns matched.
- Premier delivered first‑floor materials in October 2017, invoiced $24,331.20 (due on receipt), and later issued additional invoices (including $3,447 for retrieval) that went unpaid.
- Because construction was postponed, Premier retrieved the delivered materials, sold some over the following year for about $18,000, and claimed roughly $7,000 remaining damages.
- Premier recorded a mechanic’s lien in January 2018 for the unpaid balance and sued for breach of contract and lien foreclosure; the trial court dismissed both claims.
- The court of appeals reversed, holding the estimate could be read to include an implicit quantity and that a mechanic’s lien may arise from an intent to use materials in improvement; the case was remanded to determine breach and damages.
Issues
| Issue | Plaintiff's Argument (Premier) | Defendant's Argument (Maple Glen) | Held |
|---|---|---|---|
| Whether the written estimate formed an enforceable UCC contract despite a blank quantity field | The invoice totals equal the unit totals, implying a quantity of one for each line; parties manifested intent to contract and delivery occurred | The estimate lacks an essential quantity term and is too vague (no quantity, delivery place/time, payment terms), so the statute of frauds bars enforcement | Court: The quantity can be read as one from identical Total/Each and Total columns; UCC permits some open terms; reversed trial court and remanded to decide breach/damages |
| Whether Premier holds a valid mechanic’s lien where materials were delivered but later removed by Premier | Lien is valid because materials were furnished and delivered with the intent they be used in the improvement (statute requires intent, not actual incorporation) | Lien invalid because it depends on an invalid contract and because materials were not actually used on the improvement (they were removed) | Court: Trial court erred; contract found enforceable and R.C. 1311.12(A)(1) requires intent to use, not proof of actual use; remanded to assess lien validity and enforcement |
Key Cases Cited
- McSweeney v. Jackson, 117 Ohio App.3d 623 (Ohio Ct. App. 1996) (standard of appellate review for contract existence is mixed law/fact).
- Dyno Construction Co. v. McWane, 198 F.3d 567 (6th Cir. 1999) (price quotation may be an offer if sufficiently detailed and recipient’s assent completes the contract).
- Robert V. Clapp Co. v. Fox, 124 Ohio St. 331 (Ohio 1931) (mechanic’s lien statutes construed strictly as to existence but liberally as to remedies).
- Crock Constr. Co. v. Stanley Miller Constr. Co., 66 Ohio St.3d 588 (Ohio 1993) (reaffirming principles on construction of mechanics’ lien statutes).