Rosenblad Design Group, Inc. v. Knoxville Structural Steel, Inc. (TV2), 3:20-cv-00511

Background

KSS subcontracted steel detailing/fabrication under PO-1 (later PO-2) to supply structural steel and pipe supports; KSS further subcontracted detailing to 3D. Rosenblad supplied design drawings and was to approve KSS/3D shop drawings before fabrication.
PO-1 made time "of the essence" and included liquidated damages if deliveries were late; PO-2 had no liquidated damages clause. Parties exchanged RFIs when design drawings were missing or conflicted (notably a missing column and stripper-condenser interferences).
Detailing and approvals ran past the March deadlines: KSS returned certain drawings late and multiple RFIs and design omissions/changes by Rosenblad and its engineer prolonged detailing; Rosenblad provided substantially complete approvals April 14–15.
KSS delivered most steel by mid-June; remaining items (including 10 stainless gusset plates) were delivered by July 8. Yates (installer) identified defects in June (which KSS repaired) and in August (platforms and some grating that would not fit the stripper condensers).
Rosenblad sought liquidated damages and backcharges from KSS/Yates; Yates submitted a proposed change order/backcharges (~$70,720) for platform/grating rework. KSS recorded a lien and later sued/counterclaimed; trial resolved breach, warranty, damages, lien issues, and quantum meruit/overtime claims.

Issues

Issue	Rosenblad's Argument	KSS's Argument	Held
Whether Rosenblad waived the PO-1 "time is of the essence" schedule for detailing and deliveries	Rosenblad contended it did not waive overall delivery schedule though it continued to work post-breach	KSS argued Rosenblad waived the timing provision by accepting late work, continuing to pay, and encouraging completion	Court: Rosenblad waived time-of-the-essence as to the detailing deadline (due to its conduct and approvals process) but did not waive the delivery deadline after April 22; KSS liable for late deliveries under PO-1
Entitlement to liquidated damages under PO-1	Rosenblad sought $72,000 in liquidated damages for late delivery past May 15	KSS argued Rosenblad contributed to delays (RFIs, design omissions) and thus cannot collect liquidated damages	Court: Rosenblad precluded from liquidated damages because it substantially contributed to delays; no actual delay damages proved, so none awarded
Whether KSS breached warranties / performed negligently by furnishing nonconforming platform/grating	Rosenblad claimed KSS breached express warranties and performed non-workmanlike work causing Yates rework/backcharges	KSS blamed Rosenblad engineering, Yates’ assembly method, or tolerances; disputed measurements	Court: KSS breached express warranties and the implied duty to perform workmanlike; court credited Rosenblad/Yates measurements and awarded Rosenblad damages for platform rework (after adjustments)
Whether KSS is owed unpaid contract balance and/or overtime/quantum meruit	KSS claimed unpaid balance under PO-1/PO-2 ($45,421.68) and $15,000 overtime (oral/implied or quantum meruit)	Rosenblad disputed overtime agreement and contested some invoice amounts	Court: Rosenblad breached by failing to pay $45,421.68 (award to KSS). KSS failed to prove a binding overtime agreement or quantum meruit entitlement for $15,000

Key Cases Cited

Suitt Constr. Co. v. Ripley’s Aquarium, LLC, [citation="108 F. App'x 309"] (6th Cir. 2004) (liquidated damages are not recoverable if the claimant contributed to the delay)
Airline Constr., Inc. v. Barr, 807 S.W.2d 247 (Tenn. Ct. App. 1990) (same principle: no liquidated damages when claimant contributed to or mutually caused delay)
Fed. Ins. Co. v. Winters, 354 S.W.3d 287 (Tenn. 2011) (workmanlike performance and implied warranty in construction context)
Forrest Constr. Co. v. Laughlin, 337 S.W.3d 211 (Tenn. Ct. App. 2010) (requirement to give notice and reasonable opportunity to cure defective work)
Castelli v. Lien, 910 S.W.2d 420 (Tenn. Ct. App. 1995) (elements and measure of quantum meruit recovery)