Winforge, Inc. v. Coachmen Industries, Inc.
2012 U.S. App. LEXIS 15659
| 7th Cir. | 2012Background
- Winforge and McMahon sued Mod-U-Kraf, All-American, and Coachmen for breach of a hotel-development agreement related to a Wingate Inn project in Pigeon Forge, Tennessee.
- The district court found no final, enforceable contract and no breach even if a contract existed, and entered judgment for the defendants.
- The dispute centered on the scope of the Preliminary Scope of Work attached to the April 13, 2004 Development Agreement and whether it was final.
- Mod-U-Kraf’s rights and obligations were later assumed by All-American; Winforge’s delays and design disputes affected State approvals and a City permit.
- The project stalled after State and City approvals were delayed or withdrawn; foreclosure and sale followed, with proceeds to Coachmen.
- Winforge and McMahon challenge the district court’s contract‐formation ruling and its breach determination, arguing mutual assent existed and assignments/finality were established.
- The district court’s findings were based on the evolving Scope of Work and post-signing drafts, which the court treated as evidence that no mutual assent existed.
- The appellate court affirms the district court, holding no final contract existed and there was no breach.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a valid contract existed | Winforge/McMahon: agreement formed with mutual assent | Defendants: no final, enforceable contract | No contract existed due to lack of mutual assent |
| Whether there was a breach of the contract | Winforge/McMahon: breach by defendants | Defendants: no breach because contract never formed or delays caused by Winforge | Not reached since no valid contract existed; no breach under alternative view |
| Whether the defendants waived challenge to validity | Winforge: defendants conceded validity | Waiver not shown; defenses to contract validity preserved | |
| Whether Mod-U-Kraf's failure to construct was a breach | Mod-U-Kraf failed to build modular units | Delays due to Winforge’s performance and oral June 2004 modification | No breach; delays caused by Winforge and oral modification excused Mod-U-Kraf |
Key Cases Cited
- Moorman v. Blackstock, Inc., 276 Va. 64, 661 S.E.2d 404 (Va. 2008) (Va. 2008) (mutual assent essential to contract; distinct intention common to both)
- Reid v. Boyle, 259 Va. 356, 527 S.E.2d 137 (2000) (Va. 2000) (essential terms required for contract formation)
- Browne v. Kline Tysons Imp., Inc., 190 F. Supp. 2d 827 (E.D. Va. 2002) (E.D. Va. 2002) (signed writing not conclusive of mutual assent when dispute over terms exists)
- Cardinal Dev. Co. v. Stanley Constr. Co., 255 Va. 300, 497 S.E.2d 847 (1998) (Va. 1998) (modification by course of dealing can alter contract terms)
- E.C. Styberg Eng'g Co. v. Raybestos, 492 F.3d 912, 917 (7th Cir. 2007) (7th Cir. 2007) (existence of contract is a mixed question of law and fact; review for clear error)
- Newman-Green, Inc. v. Alfonzo-Larrain, 490 U.S. 826, 109 S. Ct. 2218 (1989) (U.S. 1989) (diversity jurisdiction when domicile determined at filing)